Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2009

Dec 28, 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Sino-Ocean Land Holdings Limited (the “ Company ”) will be held at Level 5, One Pacific Place, 88 Queensway, Hong Kong on Monday, 18 January 2010 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications or amendments, the following resolution as ordinary resolution of the Company to be taken by way of poll and Madam Ruan Yiling and her associates will abstain from voting:

ORDINARY RESOLUTION

1. “ THAT the sale and purchase agreement (the “ Agreement ”) dated 9 December 2009 entered into between Sound Plan Group Limited (as vendor) and the Company (as purchaser) in relation to the sale and purchase of the entire issued share capital of the Sky Charter Development Limited at a consideration of RMB50,000,000, a copy of which has been produced at the Meeting marked “ A ” and signed by the chairman of the Meeting for identification purpose, be and are hereby approved, confirmed and/or ratified; the transactions contemplated under the Agreement be and are hereby approved; and any one director of the Company be and are hereby authorized to do such acts and things, to sign and execute such other documents and to take such steps as he in his discretion consider necessary, appropriate, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Agreement.”

By Order of the Board Sino-Ocean Land Holdings Limited Sum Pui Ying Company Secretary

Hong Kong, 29 December 2009

Registered Office: Suite 1512, One Pacific Place 88 Queensway Hong Kong

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Notes:

1. The register of members of the Company will be closed from 13 January 2010 to 18 January 2010 (both days inclusive), during which period no transfer of shares will be registered. In order to be entitled to attend the Meeting, all transfer documents together with relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on 12 January 2010.

2. A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend and, on a poll, to vote in his stead. A proxy need not be a member of the Company but must be present in person to represent the member.

3. In the case of joint holders of any share, any one of such holders may vote at the Meeting, 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 is present at the Meeting, 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).

4. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed on it together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of it must be deposited at the office of the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

As at the date of this announcement, the Board comprises two executive directors of the Company, namely, Mr. Li Ming (Chief Executive Officer) and Mr. Chen Runfu; four non-executive directors of the Company, namely, Mr. Li Jianhong (Chairman), Mr. Luo Dongjiang (Vice Chairman), Mr. Liang Yanfeng and Mr. Yin Yingneng Richard; and four independent non-executive directors of the Company, namely, Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang.

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