Modern Land (China) Co., Limited — Proxy Solicitation & Information Statement 2017

Nov 12, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in HNA Holding Group Co. Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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海航實業集團股份有限公司 HNA HOLDING GROUP CO. LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

(1) PROPOSED CHANGE OF COMPANY NAME AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION AND (2) NOTICE OF GENERAL MEETING

A notice of general meeting of HNA Holding Group Co. Limited to be held at HKUST Business School Central, Room 1501-02, 15/F Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Wednesday, 29 November 2017 at 11:00 a.m., is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting (i.e., at or before 11:00 a.m. on Monday, 27 November 2017 (Hong Kong Time)), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

13 November 2017

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Proposed Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Corresponding Amendment to the Articles of Association . . . . . . . . . . . . . . . . .	3
4.	Reasons for the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
5.	Conditions of the Change of Company Name and the Corresponding
	Amendment to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
6.	Effects of the Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
7.	Notice of General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

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DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• “Articles of Association” the articles of association of the Company

• “Board” the board of Directors

“Change of Company Name” the proposed change of the name of the Company from “HNA Holding Group Co. Limited 海航實業集團股份有 限公司” to “CWT International Limited”

“Company” HNA Holding Group Co. Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange (Stock Code: 521) “Director(s)” the director(s) of the Company “GM” the general meeting of the Company to be held at HKUST Business School Central, Room 1501-02, 15/F Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Wednesday, 29 November 2017 at 11:00 a.m. or any adjournment thereof

• “Group” the Company and its subsidiaries

• “Share(s)” ordinary share(s) of the Company “Shareholder(s)” holder(s) of issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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海航實業集團股份有限公司 HNA HOLDING GROUP CO. LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

Executive Directors: Zhao Quan (Co-Chairman) Wang Shuang (Co-Chairman) Xu Haohao (President)

Registered Office: Suites 5811-5814, 58th Floor Two International Finance Centre No. 8 Finance Street Central, Hong Kong

Non-executive Directors: Leung Shun Sang, Tony Wang Hao Mung Bun Man, Alan

Independent Non-executive Directors: Leung Kai Cheung Liem Chi Kit, Kevin Lam Kin Fung, Jeffrey

13 November 2017

To the Shareholders:

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION AND

(2) NOTICE OF GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 10 November 2017 in respect of, among other things, the proposed Change of Company Name and the corresponding amendment to the Articles of Association.

The purpose of this circular is to provide the Shareholders with the information in respect of, inter alia, the special resolutions to be proposed at the GM regarding the proposed Change of Company Name and the corresponding amendment to the Articles of Association, and the Notice for convening the GM.

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LETTER FROM THE BOARD

2. PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from “HNA Holding Group Co. Limited 海航實業集團股份有限公司” to “CWT International Limited”.

3. CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION

The Articles of Association will be required to be amended as a result of the proposed Change of Company Name. The Board resolved to propose to amend Article 3 of the Articles of Association as follows:

The name of the Company is “CWT International Limited”.

4. REASONS FOR THE CHANGE OF COMPANY NAME

Upon completion of the voluntary conditional general offer for acquisition of CWT Limited in November 2017, CWT Limited has become a subsidiary of the Company holding 98.10%; hence, the business segments of CWT Limited and its subsidiaries, namely, commodity marketing, financial services and logistics services have become the core business of the Group. The Board considers that the proposed Change of Company Name will better reflect and align with the business and development strategy of the Group. Accordingly, the Board considers that the proposed Change of Company Name is in the best interest of the Company and the Shareholders as a whole.

5. CONDITIONS OF THE CHANGE OF COMPANY NAME AND THE CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION

The proposed Change of Company Name and the corresponding amendment to the Articles of Association is subject to:

• (a) the passing of special resolutions by the Shareholders approving the Change of Company Name and the corresponding amendment to the Articles of Association at the GM; and

• (b) the Registrar of Companies in Hong Kong approving the Change of Company Name and issuing a certificate of change of name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name and the corresponding amendment to the Articles of Association will take effect on the date of entry of the new name of the Company on the register maintained by the Registrar of Companies in Hong Kong.

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LETTER FROM THE BOARD

6. EFFECTS OF THE CHANGE OF COMPANY NAME

The proposed Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall continue to be evidence of title and valid for trading, settlement, registration and delivery for the same number of shares in the new name of the Company. There will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, the Shares will be traded on the Main Board of the Stock Exchange under a new stock short name and new share certificates will be issued bearing the new name of the Company.

7. NOTICE OF GENERAL MEETING

A notice of GM is set out in this circular. At the GM, special resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the Change of Name and the corresponding amendment to the Articles of Association.

A form of proxy for the GM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the meeting (i.e., at or before 11:00 a.m. on Monday, 27 November 2017 (Hong Kong Time)), or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish. In such event, the instrument appointing a proxy shall be deemed revoked.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the special resolutions to be proposed at the GM.

8. RECOMMENDATION

The Board believes that the Change of Company Name and the corresponding amendment to the Articles of Association is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolutions as set out in the notice of the GM.

Yours faithfully, For and on behalf of

HNA Holding Group Co. Limited Xu Haohao

Executive Director

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NOTICE OF GENERAL MEETING

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海航實業集團股份有限公司 HNA HOLDING GROUP CO. LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the general meeting (the “ Meeting ”) of HNA Holding Group Co. Limited (the “ Company ”) will be held at HKUST Business School Central, Room 1501-02, 15/F Hong Kong Club Building, 3A Chater Road, Central, Hong Kong on Wednesday, 29 November 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions:

SPECIAL RESOLUTIONS

1. “THAT subject to and conditional upon the approval of the Registrar of Companies in Hong Kong, the name of the Company be changed from “HNA Holding Group Co. Limited 海航實業集團股份有限公司” to “CWT International Limited” (the “ Change of Company Name ”), and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

2. “THAT subject to and conditional upon the passing of Special Resolution No. 1 above and the issue of the certificate of change of name of the Company by the Registrar of Companies in Hong Kong, article 3 of the articles of association of the Company be altered as follows:

The name of the Company is “CWT International Limited”.”

Yours faithfully, For and on behalf of HNA Holding Group Co. Limited Xu Haohao Executive Director

Hong Kong, 13 November 2017

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NOTICE OF GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.

• (2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer or attorney or other person duly authorised to sign the same.

• (3) In order to be valid, the 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 such power or authority, must be deposited with the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting (i.e., at or before 11:00 a.m. on Monday, 27 November 2017 (Hong Kong Time)), or any adjourned meeting thereof (as the case may be).

• (4) The register of members of the Company will be closed from Friday, 24 November 2017 to Wednesday, 29 November 2017 (both days inclusive) to determine the entitlement to attend and vote at the Meeting. During such period no transfer of shares of the Company will be registered. In order to qualify for the entitlement to attend and vote at the Meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Thursday, 23 November 2017 for registration.

• (5) Completion and return of the form of proxy will not preclude members from attending and voting in person at the Meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

• (6) Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members of the Company in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Board comprises Mr. Zhao Quan (Executive Director and Co-Chairman), Mr. Wang Shuang (Executive Director and Co-Chairman), Mr. Xu Haohao (Executive Director and President), Mr. Leung Shun Sang, Tony (Non-executive Director), Mr. Wang Hao (Non-executive Director), Mr. Mung Bun Man, Alan (Non-executive Director), Mr. Leung Kai Cheung (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director) and Mr. Lam Kin Fung, Jeffrey (Independent Nonexecutive Director).

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