Modern Land (China) Co., Limited — Proxy Solicitation & Information Statement 2015

Oct 5, 2015

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MODERN LAND (CHINA) CO., LIMITED 當代置業 (中國 )有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1107)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 20 OCTOBER 2015

I/We [(Note][1)]

of being the registered holder(s) of [(Note][2)] shares of US$0.01 each in the issued share capital

of Modern Land (China) Co., Limited hereby appoint [(Note][3)]

of

or failing him, the chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “EGM”) to be held at Level 5, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Tuesday, 20 October 2015 at 9:00 a.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the EGM as indicated below and, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTIONSFOR(Note 4)AGAINST(Note 4)1.To refresh the general mandate to the Directors to allot, issue anddeal with new shares of the Company.2.To approve the refreshment of 10% scheme mandate limit to grant ofoptions under the Share Option Scheme.

Dated this 2015 Signature [(Note][5)]

Notes:

1. Please insert your full name and address in BLOCK CAPITALS in the space provided. The names of all joint holders should be stated.

2. Please insert the number of Shares to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those Shares. If not, this proxy form will be deemed to relate to all the Shares registered in your name (whether alone or jointly with others).

3. Please insert the full name(s) and address(es) of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. A proxy needs not be a member of the Company but must attend the EGM in person to represent you. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his stead. If you appoint more than one proxy, such proxies may only exercise the voting rights by way of poll.

4. IMPORTANT: If you wish to vote for any resolution, please tick in the appropriate box marked “For”. If you wish to vote against any resolution, please tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice of EGM.

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

6. The full descriptions of the resolutions proposed to be considered and approved at the EGM are set out in the notice of EGM dated 5 October 2015, which is also available at the Company’s website at www.modernland.hk.

7. In the case of joint holders of any Share, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto. However, if more than one of such joint holders are present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).

8. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting. Delivery of instrument appointing a proxy will not preclude you from attending and voting in person, at the EGM if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

9. Any alteration made to this form of proxy must be initialed by the person who signs it.