Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2013

Oct 27, 2013

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.

==> picture [367 x 127] intentionally omitted <==

(Stock Code: 03377)

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 Salon Room VI, 3/F, JW Marriott Hotel, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 19 November 2013 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without modifications or amendments, the following resolutions as ordinary resolutions of the Company to be taken by way of poll:

ORDINARY RESOLUTIONS

1. “ THAT

   • (a) the subscription agreement dated 27 September 2013 (the “ China Life Subscription Agreement ”) and entered into between the Company and China Life Insurance Company Limited (中國人壽保險股份有限公司) (“ China Life ”) in connection with the subscription of 635,941,967 shares of HK$0.80 each in the issued share capital of the Company (the “ China Life Subscription Shares ”) (a copy of which has been produced at the Meeting marked “ A ” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

   • (b) any one director of the Company (“ Director ”) be and is 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 China Life Subscription Agreement and the transactions contemplated thereunder; and

   • (c) the board of Directors be and is hereby authorized to allot and issue the China Life Subscription Shares upon and subject to the terms and conditions of the China Life Subscription Agreement.”

2. “ THAT

   • (a) the subscription agreement dated 27 September 2013 (the “ Nan Fung Subscription Agreement ”) and entered into between the Company and Spring Glory Investment Limited

— 1 —

(“ Nan Fung ”) in connection with the subscription of 686,611,211 shares of HK$0.80 each in the issued share capital of the Company (the “ Nan Fung Subscription Shares ”) (a copy of which has been produced at the Meeting marked “ B ” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects;

• (b) any one Director be and is 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 Nan Fung Subscription Agreement and the transactions contemplated thereunder; and

• (c) the board of Directors be and is hereby authorized to allot and issue the Nan Fung Subscription Shares upon and subject to the terms and conditions of the Nan Fung Subscription Agreement.”

1. “ THAT

   • (a) the master acquisition agreement dated 27 September 2013 (the “ Master Acquisition Agreement ”) and entered into between Fame Gain Holdings Limited and Nan Fung Investment China Holdings Limited in connection with the proposed transfer of a 20% interests in a commercial property development project located on the land with a site area of approximately 11,000 square metres located at Plot Z6, Guanghua Road, Chaoyang District, Beijing, the PRC and an approximately 10% interests in a residential property development project located on the land with a site area of approximately 749,000 square metres located at Plots A, B, C and E, Ocean Diamond Bay, East of Gongxing Street and Dongbei Road, South of Dongfang Road, Ganjingzi District, Dalian, Liaoning Province, the PRC (a copy of which has been produced at the Meeting marked “ C ” and signed by the chairman of the Meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified in all respects; and

   • (b) any one Director be and is 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 Master Acquisition Agreement and the transactions contemplated thereunder.”

By order of the Board Sino-Ocean Land Holdings Limited Li Ming Chairman

Hong Kong, 28 October 2013

— 2 —

Registered Office: Suite 601, One Pacific Place 88 Queensway Hong Kong

Notes:

1. 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.

2. The instrument appointing a proxy shall be in writing under hand of the appointer or of his/her attorney duly authorized in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorized to sign the same.

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 17M 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.

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 adjournment thereof (as the case may be) if the members so wish.

6. The register of members of the Company will be closed from Friday, 15 November 2013 to Tuesday, 19 November 2013 (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 Thursday, 14 November 2013.

7. As at the date hereof, the board of Directors of the Company comprises three executive Directors, namely, Mr. Li Ming, Mr. Chen Runfu and Mr. Wei Haicheng; three non-executive Directors, namely, Ms. Liu Hui, Mr. Yang Zheng and Mr. Cheung Vincent Sai Sing; and four independent non-executive Directors, namely, Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang.

— 3 —