Modern Land (China) Co., Limited — Proxy Solicitation & Information Statement 2012

Apr 26, 2012

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首長科技集團有限公司 SHOUGANG CONCORD TECHNOLOGY HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 25 MAY 2012 AND ANY ADJOURNMENT THEREOF

I/We[1] of

being the registered holder(s) of[2] shares (“ Shares ”) of HK$0.25 each in the share capital of Shougang Concord Technology Holdings Limited (the “ Company ”), HEREBY APPOINT the chairman of the meeting, or[3] of

shares (“ Shares ”) of HK$0.25 each in the

or failing him/her of

as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting of the Company to be held at 11:35 a.m. on 25 May 2012 at Concord Room, 8th Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong (and at any adjournment thereof) (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he thinks fit.

to the Meeting in such manner as he thinks fit.
ORDINARY RESOLUTION	FOR4	AGAINST4
THAT: (a) the disposal agreement dated 23 December 2011 (the “Disposal Agreement”) as revised by the supplemental agreement dated 29 February 2012, (the “Supplemental Agreement”) entered between the Company and Hong Kong Guang Hua Resources Investments Company Limited (the “Purchaser”), pursuant to which the Company has agreed to sell the entire issued share capital of South China Digital TV Holdings Limited, a wholly-owned subsidiary of the Company, to the Purchaser for a consideration of HK$1,420 million, a copy of each of the Disposal Agreement and the Supplemental Agreement is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose, and the transactions contemplated under the Disposal Agreement as revised by the Supplemental Agreement, be and are hereby approved, confirmed and ratified; and (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Disposal Agreement as revised by the Supplemental Agreement.

Signature[5] :

Date:

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

1. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

2. If any proxy other than the chairman of the Meeting is preferred, strike out “the chairman of the meeting, or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend the Meeting and vote for him/her. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

1. IMPORTANT: If you wish to vote for a resolution, please tick (✓) in the box marked “For”. If you wish to vote against a resolution, please tick (✓) in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

1. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

2. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the office of the share registrars of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting (as the case may be).

1. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.

2. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

3. Completion and return of this form will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be deemed to be revoked.