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

Apr 7, 2013

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sino-Ocean Land Holdings Limited, you should at once hand this circular to the purchaser or other transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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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(Stock Code: 03377)

(1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS,

(3) PROPOSED DIVIDEND AND SCRIP DIVIDEND SCHEME AND

(4) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM of Sino-Ocean Land Holdings Limited to be held at Harcourt Room, Lower Level Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on Friday, 10 May 2013 at 10:00 a.m. is set out on pages 17 to 21 of this circular.

A form of proxy for use at the AGM is enclosed to this circular and is also published on the website of the Stock Exchange. If you intend to appoint a proxy to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to 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 later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

8 April 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate and Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Dividend and Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Book Closure for AGM Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
The AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I — EXPLANATORY STATEMENT ON REPURCHASE
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II — DETAILS OF THE DIRECTORS TO BE RE-ELECTED . . . . . . .	13
THE AGM NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context otherwise requires:

• ‘‘2012 Final Dividend’’

• the final dividend of the Company of HK$0.17 per Share for the year ended 31 December 2012 (together with a scrip alternative) to be paid to the Shareholders whose names are shown on the register of members of the Company at the close of business on the Record Date;

• ‘‘AGM’’

• the annual general meeting of the Company to be held at Harcourt Room, Lower Level Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on Friday, 10 May 2013 at 10:00 a.m. or any adjournment thereof;

• ‘‘AGM Date’’ Friday, 10 May 2013;

• ‘‘AGM Notice’’

• the notice of the AGM which is set out on pages 17 to 21 of this circular;

• ‘‘Articles of Association’’

• the articles of association of the Company, as amended from time to time;

• ‘‘Board’’ the board of Directors;

• ‘‘Code’’

• the Code on Corporate Governance Practices (effective until 31 March 2012) and the Corporate Governance Code (effective from 1 April 2012) as set out in Appendix 14 to the Listing Rules;

• ‘‘Companies Ordinance’’

• the Companies Ordinance (Chapter 32 of the laws of Hong Kong) and any amendments thereto;

• ‘‘Company’’

• Sino-Ocean Land Holdings Limited, a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange;

• ‘‘Director(s)’’ the director(s) of the Company;

• ‘‘Excluded Shareholders’’

• Overseas Shareholders who are excluded from the Scrip Dividend Scheme by the reason that the Directors, upon making enquiry, consider such exclusion to be necessary and expedient on account either of legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body(ies) or stock exchange(s) in those place(s);

• ‘‘Group’’ the Company and its subsidiaries;

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DEFINITIONS

• ‘‘Hong Kong’’

• ‘‘Issue Mandate’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Rules’’

• ‘‘Overseas Shareholders’’

• ‘‘Qualifying Shareholders’’

• ‘‘Record Date’’

• ‘‘Repurchase Mandate’’

• ‘‘Repurchase Resolution’’

• ‘‘Scrip Dividend Scheme’’

• ‘‘Scrip Shares’’

• ‘‘SFO’’

• ‘‘Shareholder(s)’’

• ‘‘Share(s)’’

• the Hong Kong Special Administrative Region of the People’s Republic of China;

• the general mandate to allot, issue and otherwise deal with Shares proposed to be granted to the Directors as described in the ordinary resolution item 5(A) in the AGM Notice;

• 24 March 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

• the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• Shareholders whose registered addresses appearing on the register of members of the Company at the close of business on the Record Date are outside Hong Kong;

• Shareholders whose names are shown on the register of members of the Company at the close of business on the Record Date, other than the Excluded Shareholders;

• Thursday, 16 May 2013;

• the general mandate to repurchase Shares proposed to be granted to the Directors as described in the ordinary resolution item 5(B) in the AGM Notice;

• the ordinary resolution item 5(B) as set out in the AGM Notice in respect of the grant of the Repurchase Mandate;

• the scheme proposed by the Directors on 12 March 2013 in relation to the 2012 Final Dividend pursuant to which the Qualifying Shareholders will receive wholly or partly by allotment and issue of Scrip Shares credited as fully paid up in lieu of cash payment;

• the new Shares to be allotted, issued and credited as fully paid-up Shares under the Scrip Dividend Scheme;

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• holder(s) of Shares;

• ordinary share(s) of HK$0.80 each in the issued share capital of the Company;

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DEFINITIONS

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

‘‘Takeovers Code’’ the Hong Kong Code on Takeovers and Mergers, as amended, supplemented or otherwise modified from time to time; and

‘‘%’’ per cent.

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LETTER FROM THE BOARD

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(Stock Code: 03377)

Executive Directors: Mr. Li Ming Mr. Wang Xiaoguang Mr. Chen Runfu

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

Non-executive Directors: Ms. Liu Hui Mr. Yang Zheng Mr. Cheung Vincent Sai Sing

Independent non-executive Directors: Mr. Tsang Hing Lun Mr. Gu Yunchang Mr. Han Xiaojing Mr. Zhao Kang

Principal place of business: 31–33 Floor, Block A Ocean International Center 56 Dongsihuanzhonglu Chaoyang District, Beijing PRC

8 April 2013

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, (2) RE-ELECTION OF RETIRING DIRECTORS,

(3) PROPOSED DIVIDEND AND SCRIP DIVIDEND SCHEME AND

(4) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolutions to be proposed at the AGM for the approval of, inter alia:

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LETTER FROM THE BOARD

• (a) grant to the Directors the Issue Mandate to allot, issue and otherwise deal with Shares as set out in the AGM Notice as ordinary resolution item 5(A) (and the extension thereto as described in the ordinary resolution item 5(C));

• (b) grant to the Directors the Repurchase Mandate to repurchase Shares as set out in the AGM Notice as ordinary resolution item 5(B);

• (c) declaration of a final dividend (together with a scrip alternative) for the year ended 31 December 2012; and

• (d) re-election of the retiring Directors.

REPURCHASE MANDATE AND ISSUE MANDATE

At the annual general meeting of the Company held on 11 May 2012, general mandates were granted to the Directors to exercise all powers of the Company, inter alia, (i) to repurchase Shares with the aggregate nominal amount not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company on 11 May 2012, and (ii) to allot, issue and deal with Shares not exceeding the sum of 20% of the aggregate nominal amount of the issued share capital of the Company on 11 May 2012 and the nominal amount (up to a maximum of 10% of the aggregate nominal amount of the then issued share capital of the Company) of any Shares repurchased by the Company.

These general mandates will expire at the conclusion of the AGM. An ordinary resolution will be proposed at the AGM to grant the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase, at any time until the next annual general meeting of the Company following the passing of the resolution or such earlier date as stated therein, Shares up to a maximum of 10% of the issued share capital of the Company as at the AGM Date, as set out as the ordinary resolution item 5(B) in the AGM Notice. An explanatory statement, as required under the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular.

Ordinary resolutions will also be proposed at the AGM to grant the Issue Mandate to the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the AGM Date, and to extend the Issue Mandate by adding to it the number of Shares repurchased by the Company under the Repurchase Mandate, as set out as ordinary resolution items 5(A) and 5(C), respectively, in the AGM Notice. As at the Latest Practicable Date, the issued share capital of the Company comprised 5,863,571,263 Shares. Subject to the passing of the ordinary resolution approving the Issue Mandate and on the basis that no further Shares will be issued or repurchased up to the AGM, the Company would be allowed under the Issue Mandate to issue a maximum of 1,172,714,252 Shares.

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LETTER FROM THE BOARD

PROPOSED DIVIDEND AND SCRIP DIVIDEND SCHEME

Introduction

On 12 March 2013, the Directors announced the final results of the Group for the year ended 31 December 2012 and resolved to recommend at the AGM the payment of the 2012 Final Dividend of HK$0.17 per Share for the year ended 31 December 2012 to Shareholders whose names appeared on the register of members of the Company on the Record Date. The final dividend will be paid in cash, with an option for the Shareholders to elect to receive Scrip Shares credited as fully paid up in lieu of cash. To qualify for the 2012 Final Dividend, all properly completed transfer forms accompanied by the 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 not later than 4:30 p.m. on Thursday, 16 May 2013.

Conditions to the 2012 Final Dividend and the Scrip Dividend Scheme

The 2012 Final Dividend and the Scrip Dividend Scheme are conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the AGM approving the 2012 Final Dividend; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Scrip Shares to be allotted and issued pursuant to the Scrip Dividend Scheme.

Upon approval of the 2012 Final Dividend and the Scrip Dividend Scheme by the Shareholders at the AGM, a circular containing details of the Scrip Dividend Scheme, together with a form of election (to the Qualifying Shareholders only), will be despatched to the Shareholders shortly after the AGM.

Subject to the passing of the resolution concerned by the Shareholders at the AGM, application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Scrip Shares.

Particulars of the Scrip Dividend Scheme

Under the Scrip Dividend Scheme, Qualifying Shareholders are entitled to elect to receive the 2012 Final Dividend wholly in cash or wholly in Scrip Shares or partly in cash and partly in Scrip Shares. For the purpose of calculating the number of Scrip Shares, the value of the Scrip Shares will be fixed by the Board at its discretion with reference to the average of the closing prices of the Shares on the Stock Exchange for the five consecutive trading days ending on (and including) the AGM Date less a discount of 5% of such average price or the par value of Shares, whichever is higher. The number of Scrip Shares to be issued will be rounded down to the nearest whole number of Scrip Shares and no Qualifying Shareholder is entitled to be allotted and issued any fraction of a Scrip Share under the Scrip Dividend Scheme. Fractional entitlements to Scrip Shares will not be issued to the Qualifying Shareholders but will be disregarded and the benefit thereof will accrue to the Company.

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LETTER FROM THE BOARD

The Scrip Shares will rank pari passu in all respects with the Shares in issue on the date of allotment and issue of the Scrip Shares except that they will not be entitled to the 2012 Final Dividend.

Advantages of the Scrip Dividend Scheme

In arriving at the decision to recommend the Scrip Dividend Scheme to the Shareholders, the Directors consider that the Scrip Dividend Scheme will give the Qualifying Shareholders an opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and other related dealing costs. The Scrip Dividend Scheme will also benefit the Company to the extent that such cash which would otherwise have been paid to the Shareholders who elect to receive Scrip Shares, in whole or in part, in lieu of cash, will be retained for use as working capital of the Company.

Overseas Shareholders

This circular will not be registered or filed under the securities laws or equivalent legislation of any jurisdiction. If you are resident outside Hong Kong, this circular only constitute(s) an invitation to subscribe for Scrip Shares if such an invitation can be legally made to you without the Company having to meet any legal or registration requirements outside Hong Kong. Shareholders residing in a jurisdiction where it would be illegal for the Company to make such an invitation will be deemed to have received this circular for information only.

As at the Latest Practicable Date, there were 8 Overseas Shareholders residing in three jurisdictions, namely Canada, the People’s Republic of China and Macao Special Administrative Region of the People’s Republic of China, who together held an aggregate of 6,621 Shares, representing approximately 0.0001% of the entire issue share capital of the Company. The aggregate amount of the 2012 Final Dividend to which these Overseas Shareholders are entitled is approximately HK$1,126.

If there are any Overseas Shareholders as at the Record Date, the Company will comply with all necessary requirements under Rule 13.36(2) of the Listing Rules and will only exclude the Excluded Shareholders from the Scrip Dividend Scheme after making enquiry regarding the legal restrictions under the laws of the relevant places. If based on legal opinions provided by the legal advisers, the Directors consider that it is necessary or expedient not to extend the Scrip Dividend Scheme to any Overseas Shareholder because of either the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place, the Scrip Dividend Scheme will not be extended to such Overseas Shareholder and he or she will only receive the 2012 Final Dividend wholly in cash.

Stock Exchange listing and dealings and despatch of share certificates for Scrip Shares

Subject to the approval by the Shareholders of the Scrip Dividend Scheme at the AGM and the granting by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Scrip Shares on the Stock Exchange, the share certificates for the

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LETTER FROM THE BOARD

Scrip Shares are expected to be despatched on or around Thursday, 27 June 2013 and the dealings in the Scrip Shares on the Stock Exchange are expected to commence on or around Friday, 28 June 2013.

The Shares are only listed on the Stock Exchange. No part of the share capital of the Company is listed or dealt in on any other stock exchange and the Company is not currently seeking to list its Shares on any other stock exchange.

Dealings in Shares may be settled through The Central Clearing And Settlement System and you should seek the advice of your stockbroker or other professional adviser for details of these settlement arrangements and how such arrangements will affect your rights and interests.

RE-ELECTION OF RETIRING DIRECTORS

As at the Latest Practicable Date, Mr. Li Ming, Mr. Wang Xiaoguang and Mr. Chen Runfu are the executive Directors of the Company; Ms. Liu Hui, Mr. Yang Zheng and Mr. Cheung Vincent Sai Sing are non-executive Directors of the Company; and Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang are the independent nonexecutive Directors of the Company.

In accordance with Articles 110 and 111 of the Articles of Association, Mr. Chen Runfu, Mr. Yang Zheng, Mr. Tsang Hing Lun and Mr. Gu Yunchang shall retire from the office at the conclusion of the AGM. Mr. Chen Runfu, Mr. Yang Zheng, Mr. Tsang Hing Lun and Mr. Gu Yunchang, being eligible, offer themselves for re-election pursuant to Article 112 of the Articles of Association.

Details of the Directors proposed to be re-elected at the AGM that are required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

BOOK CLOSURE FOR AGM ATTENDANCE

In order to ascertain the right to attend the AGM, the register of members of the Company will be closed from Tuesday, 7 May 2013 to Friday, 10 May 2013 (both days inclusive) during which period no transfer of Shares will be registered.

Shareholders are reminded that in order to attend the AGM, all properly completed transfer forms accompanied by the 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 not later than 4:30 p.m. on Monday, 6 May 2013.

THE AGM

A notice convening the AGM to be held on Friday, 10 May 2013 at 10:00 a.m. at Harcourt Room, Lower Level Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out on pages 17 to 21 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

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LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM if you so wish.

VOTING AT THE AGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

In the case of an equality of votes on a poll, the chairman shall, subject to Article 68 of the Articles of Association, be entitled to casting vote in addition to any other vote he may have.

RECOMMENDATION

The Directors consider that the proposals for grant of the Repurchase Mandate and the Issue Mandate (and the extension thereto as described in ordinary resolution item 5(C) set out in the AGM Notice contained in this circular) and the re-election of retiring Directors are all in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders vote in favour of all the relevant resolutions to be proposed at the AGM as set out in the AGM Notice.

GENERAL INFORMATION

Your attention is drawn to the general information set out in the appendices to this circular.

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

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

This Appendix I serves as an explanatory statement, as required by Rule 10.06(1)(b) of the Listing Rules, to provide the requisite information to you to enable you to make an informed decision as to whether to vote for or against the Repurchase Resolution.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 5,863,571,263 Shares.

Subject to the passing of the Repurchase Resolution at the AGM and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the AGM Date, exercise in full of the Repurchase Mandate could accordingly result in up to 586,357,126 Shares, representing 10% of the issued ordinary share capital of the Company, being repurchased by the Company during the period from the AGM Date up to (i) the conclusion of the next annual general meeting of the Company, (ii) the date by which the next annual general meeting of the Company is required by applicable laws or the Articles of Association to be held, or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying the Repurchase Mandate, whichever occurs first.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Whilst it is not possible to anticipate in advance any specific circumstance in which the Directors might think it appropriate to repurchase Shares, they believe that an ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

FUNDING OF REPURCHASES

In repurchasing its own Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association, the Companies Ordinance and the Listing Rules. The Companies Ordinance provides that the amount of capital repaid in connection with a Share repurchase may only be paid out of the distribution profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase to such extent allowable under the Companies Ordinance.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position as at 31 December 2012, the date to which the most recent audited accounts of the Company were made up) in the event that repurchases of Shares under the Repurchase Mandate were to be carried out in full during the period of the Repurchase Mandate. The Directors do not propose to exercise the Repurchase Mandate to such extent as it would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company, which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON REPURCHASE MANDATE

APPENDIX I

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months up to the Latest Practicable Date were as follows:

	Prices
Month	Highest	Lowest
	HK$	HK$
2012
March	4.53	3.53
April	3.98	3.55
May	3.63	2.82
June	3.98	3.02
July	4.46	3.68
August	3.98	3.41
September	4.53	3.44
October	4.94	4.30
November	5.90	4.82
December	5.97	5.24
2013
January	6.34	5.74
February	6.29	4.92
March (up to the Latest Practicable Date)	5.40	4.40

DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates (as defined in the Listing Rules), has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have any present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the proposed Repurchase Mandate is approved by the Shareholders.

UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make repurchases pursuant to the Repurchase Resolution passed by the Shareholders of the Company and in accordance with the Listing Rules and the applicable laws of Hong Kong.

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APPENDIX I EXPLANATORY STATEMENT ON REPURCHASE MANDATE

SHARE REPURCHASE BY THE COMPANY

As at the Latest Practicable Date, the Company, through the trustee of the restricted share award scheme adopted by the Board on 22 March 2010, had acquired 35,048,649 Shares from the market at an aggregate consideration of approximately RMB132 million (including transaction costs) and from receiving scrip shares in lieu of cash dividend.

Save as disclosed aforesaid, the Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

TAKEOVERS CODE

If as a result of repurchase(s) of Shares by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could, depending on the level of increase of his or their interest, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, China Life Insurance (Group) Company (‘‘China Life Group’’), through China Life Insurance Company Limited, indirectly held 1,453,658,959 Shares and Mr. Chen Din Hwa (deceased, ‘‘Mr. Chen’’), through Spring Glory Investment Limited and Gavast Estates Limited, indirectly held 824,200,580 Shares, representing approximately 24.79% and 14.06% of the total issued ordinary share capital of the Company respectively. In the event that the Directors exercise in full the power to repurchase shares in accordance with the Repurchase Mandate, the shareholding of China Life Group and Mr. Chen would be increased to approximately 27.55% and 15.62% of the issued ordinary share capital of the Company respectively. Such increase in the respective interest of China Life Group and Mr. Chen would not give rise to China Life Group (through China Life Insurance Company Limited) and/or Mr. Chen (through Spring Glory Investment Limited and Gavast Estates Limited) an obligation to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code to the extent that they do not act in concert.

Save as disclosed aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

The following sets out the details of the Directors who will retire and, being eligible, offer themselves for re-election at the AGM pursuant to the Articles of Association:

Biographical Information

Executive Director

Mr. CHEN Runfu

Mr. CHEN Runfu, aged 48, is the Vice President of the Company. Mr. Chen joined the Group in 1995. Mr. Chen also serves as a director or a general manager of a number of our subsidiaries and project companies. With extensive experience in property development and property investment, Mr. Chen is primarily responsible for the Group’s strategy management, investment management, equity management and branding management. Mr. Chen obtained a Bachelor’s Degree in Harbor and Channel Engineering from the Dalian Institute of Technology (currently the Dalian University of Technology) in July 1986 and a Master’s Degree in Business Administration from the China Europe International Business School in September 2005.

As at the Latest Practicable Date, Mr. Chen beneficially owns 374,568 Shares and the share options granted by the Company to subscribe for 1,710,000 Shares and 2,610,000 Shares at exercise prices of HK$8.59 and HK$3.57 respectively. Mr. Chen is also beneficially interested in 594,532 Shares to be vested on him in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company on 22 March 2010. Save as disclosed herein, Mr. Chen does not hold any interest in the Shares within the meaning of Part XV of the SFO.

There is currently no service contract signed between the Company and Mr. Chen for serving as a Director of the Company. However, Mr. Chen has entered into an executive service contract with the Company with no fixed period of service length. The appointment of Mr. Chen as a Director has no specific term but is subject to retirement by rotation and reelection in accordance with the Articles of Association, pursuant to which at least one-third (or the number nearest to one-third) of the Directors shall retire from office by rotation, and be eligible for re-election. Therefore, the appointment of Mr. Chen as a Director would not exceed three years.

Mr. Chen is currently entitled to a remuneration as an executive of the Company comprising an annual salary of RMB1,650,000, excluding a discretionary bonus to be determined by the Company having regard to the operating results of the Group. Mr. Chen is not entitled to any emoluments as a Director.

Save as disclosed above, Mr. Chen has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Mr. Chen did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Save as disclosed above, Mr. Chen confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his appointment and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Non-executive Director

Mr. YANG Zheng

Mr. YANG Zheng, aged 43, is a member of the Audit Committee of the Board of the Company. Mr. Yang joined the Group in March 2011. Mr. Yang joined China Life Insurance Company Limited (‘‘China Life’’) as assistant to the general manager of the finance department in July 2005 and was promoted to the deputy general manager of the same department in October 2006. Mr. Yang has been the general manager of the finance department of China Life since March 2009. Prior to joining China Life, Mr. Yang worked at China North Industries Corp. from August 1993 to August 1998 and acted as a senior financial analyst at Molex Inc. in USA from July 2000 to June 2005. Mr. Yang graduated from Beijing University of Technology in 1993. He then obtained a Master’s Degree in Business Administration from Northeastern University in 2000. Mr. Yang is an economist, and a member of American Institute of Certified Public Accountants and Association of Chartered Certified Accountants. Mr. Yang is recommended by China Life.

As at the Latest Practicable Date, Mr. Yang beneficially owns the share options granted by the Company to subscribe for 400,000 Shares at exercise price of HK$3.57. Mr. Yang is also beneficially interest in 60,000 Shares to be vested on him in accordance with conditions specified by the Board at the time of granting pursuant to the restricted share award scheme adopted by the Company on 22 March 2010. Save as disclosed herein, Mr. Yang does not hold any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to his letter of appointment, Mr. Yang is appointed for a term of around one year ending on 15 May 2013, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Yang is entitled to receive a director’s fees of HK$300,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved the Company and the prevailing market conditions. The non-executive Director of the Company may waive the director’s fees in accordance with the Company’s common practice.

Save as disclosed above, Mr. Yang has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Mr. Yang did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

Save as disclosed above, Mr. Yang confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Independent non-executive Director

Mr. TSANG Hing Lun

Mr. TSANG Hing Lun, aged 63, is the chairman of the Audit Committee and a member of the Investment Committee of the Board of the Company. Mr. Tsang joined the Group in June 2007. Mr. Tsang is a fellow member of the Hong Kong Institute of Directors, the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants. Mr. Tsang graduated from the Chinese University of Hong Kong with a Bachelor’s Degree in Business Administration (1st Class Honors) in 1973. Mr. Tsang has served in a senior management capacity in several publicly listed companies operating in Hong Kong and Singapore. Mr. Tsang joined Hang Seng Bank in 1973 and served for 17 years. He acted as an assistant general manager of the planning and development division. He joined the UOB Group in Singapore in 1990 as its head of International Branches Division and its first vice president. Mr. Tsang also acted as an executive director of China Champ Group in 1994, as an alternate chief executive and a deputy general manager of the China Construction Bank, Hong Kong Branch from 1995 to 1998. Mr. Tsang currently acts as an independent nonexecutive director and the chairman of the audit committee of Sinotrans Shipping Limited, Beijing Media Corporation Limited and China Rongsheng Heavy Industries Group Holdings Limited, companies listed on the Stock Exchange. Mr. Tsang is also an independent nonexecutive director of China GrenTech Corporation Limited, a company previously listed on the NASDAQ of USA but got privatized at the end of April 2012.

As at the Latest Practicable Date, Mr. Tsang beneficially owns 142,000 Shares and the share options granted by the Company to subscribe for 200,000 Shares, and 600,000 Shares at exercise prices of HK$8.59 and HK$3.57 respectively. Mr. Tsang is beneficially interested in 78,000 Shares to be vested on him in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company on 22 March 2010. Save as disclosed herein, Mr. Tsang does not hold any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to his letter of appointment, Mr. Tsang is appointed for a term of around one year ending on 15 May 2013 subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Tsang is currently entitled to receive a director’s fees of HK$300,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Save as disclosed above, Mr. Tsang has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Mr. Tsang did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

Save as disclosed above, Mr. Tsang confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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DETAILS OF THE DIRECTORS TO BE RE-ELECTED

APPENDIX II

Mr. GU Yunchang

Mr. GU Yunchang, aged 68, is a member of the Audit Committee, Nomination Committee, Remuneration Committee and the Investment Committee of the Board of the Company. Mr. Gu joined the Group in June 2007. He joined the Ministry of Construction in 1979 and has over 30 years’ experience in market theory and policy research, including research and analysis of the PRC property market. Mr. Gu has participated in state level research projects such as ‘‘2000 China’’ and ‘‘National Xiaokang Residential Property Technological Industry Project’’. Mr. Gu has been awarded the First Class National Science Technology Advance Award in China twice. Mr. Gu was appointed as the vice-president and the secretary general of the China Real Estate Association from August 1998 to March 2006, and was appointed as the vice-chairman of the China Real Estate Association Research in 2006. Mr. Gu currently serves as an independent director of E-House (China) Holdings Limited, a company listed on the New York Stock Exchange in the USA, and was appointed as an independent non-executive director of COFCO Property (Group) Co., Ltd., a company listed on the Shenzhen Stock Exchange, with effect from 23 April 2012, and an independent nonexecutive director of CIFI Holdings (Group) Co. Ltd., a company listed on the Stock Exchange, with effect from November 2012. Mr. Gu was an independent non-executive director of Shimao Property Holdings Limited, a company listed on the Stock Exchange.

As at the Latest Practicable Date, Mr. Gu beneficially owns 42,000 Shares and the share options granted by the Company to subscribe for 100,000 Shares, 200,000 Shares and 600,000 Shares at exercise prices of HK$2.55, HK$8.59 and HK$3.57 respectively. Mr. Gu is also beneficially interested in 78,000 Shares to be vested on him in accordance with conditions specified by the Board at various time of granting pursuant to the restricted share award scheme adopted by the Company on 22 March 2010. Save as disclosed herein, Mr. Gu does not hold any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to his letter of appointment, Mr. Gu is appointed for a term of around one year ending on 15 May 2013 subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Gu is currently entitled to receive a director’s fees of HK$300,000 per annum, which was determined by the Board with reference to his experience, qualifications, responsibilities involved in the Company and the prevailing market conditions.

Save as disclosed above, Mr. Gu has no relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company. Save as disclosed herein, Mr. Gu did not hold any directorship in any other listed public companies during the last three years preceding the Latest Practicable Date.

Save as disclosed above, Mr. Gu confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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THE AGM NOTICE

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(Stock Code: 03377)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ‘‘AGM’’) of SinoOcean Land Holdings Limited (the ‘‘Company’’) will be held at Harcourt Room, Lower Level Floor, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 10 May 2013 at 10:00 a.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and the auditor for the financial year ended 31 December 2012.

2. To declare a final dividend (together with a scrip alternative) for the year ended 31 December 2012.

3. 3 To re-elect the retiring directors and authorise the board of directors of the Company (the ‘‘Board’’) to fix their remuneration.

4. To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorise the Board to fix their remuneration.

As special business, to consider and, if thought fit, pass (with or without modifications) the following ordinary resolutions numbered 5(A) to 5(C):

ORDINARY RESOLUTIONS

1. (A) ‘‘THAT

2. (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the ‘‘Listing Rules’’), be and is hereby generally and unconditionally approved;

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THE AGM NOTICE

• (ii) the approval in paragraph (i) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements, options (including bonds, warrants and debentures convertible into shares of the Company) and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;

• (iii) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval granted in paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined), or (b) the exercise of options under any share option scheme or similar arrangement adopted by the Company for the grant or issue to the employees and directors of the Company and/ or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for or rights to acquire shares of the Company, or (c) the exercise of rights of subscription or conversion under the terms of any warrants or any securities, which carry rights to subscribe for or are convertible into shares of the Company, issued by the Company; or (d) an issue of shares of the Company as scrip dividend or similar arrangement in accordance with the articles of association (the ‘‘Article of Association’’) of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.

‘‘Rights Issue’’ means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any

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THE AGM NOTICE

legal restrictions under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).’’

(B) ‘‘THAT

• (i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to purchase or otherwise acquire shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Stock Exchange and the Hong Kong Securities and Futures Commission for this purpose, subject to and in accordance with all applicable laws and the requirements of the Hong Kong Code on Share Repurchases and the Listing Rules be and is hereby generally and unconditionally approved;

• (ii) the aggregate nominal amount of shares of the Company which are authorised to be purchased pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

• (iii) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the date of passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association of the Company or any applicable laws to be held; and

• (c) the date on which the authority sets out in this resolution is revoked or varied by an ordinary resolution of the Company in general meeting.’’

(C) ‘‘THAT

conditional upon the passing of the resolutions set out in paragraphs 5(A) and 5(B) of the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the resolution set out in paragraph 5(A) of the notice convening this meeting be and is hereby extended by the addition thereto an amount of shares representing the aggregate nominal amount of shares of the Company purchased or otherwise acquired by

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THE AGM NOTICE

the Company pursuant to the authority granted to the directors of the Company under the resolution set out in paragraph 5(B) above, provided that such amount shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.’’

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

Hong Kong, 8 April 2013

Notes:

• (a) The register of members of the Company will be closed from Tuesday, 7 May 2013 to Friday, 10 May 2013 (both dates inclusive), during which period no transfer of shares in the Company can be registered. In order to be entitled to attend and vote at the AGM, all properly completed transfer forms accompanied by the 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 no later than 4:30 p.m. on Monday, 6 May 2013.

• (b) Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. To be valid, a form of proxy in the prescribed form 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 Company’s share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting.

• (c) The Board has recommended a final dividend of HK$0.17 per share in the issued share capital of the Company (together with scrip dividend alternative) for the year ended 31 December 2012 and, if such dividend (together with scrip dividend alternative) is approved by the shareholders of the Company passing the ordinary resolution item 2 above, it is expected to be paid on or about Thursday, 27 June 2013 to those shareholders whose names on the Company’s register of members on 16 May 2013. Particulars of the final dividend and the scrip dividend scheme were set out in the circular of the Company dated 8 April 2013 (the ‘‘Circular’’). In order to qualify for the 2012 Final Dividend, all properly completed transfer forms accompanied by the 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 not later than 4:30 p.m. on Thursday, 16 May 2013.

• (d) In relation to the proposed ordinary resolution item 3 above, Mr. Chen Runfu, Mr. Yang Zheng, Mr. Tsang Hing Lun and Mr. Gu Yunchang will retire from their offices of directors at the AGM and, being eligible, offer themselves for re-election. Details of the directors to be offered for re-election were set out in the Circular.

• (e) In relation to the proposed ordinary resolutions items 5(A) and 5(C), approval is being sought from the shareholders for the granting to the directors of a general mandate to authorise the allotment and issue of shares under the Listing Rules. Save for the final dividend and the scrip dividend for year ended 31 December 2012 as disclosed in the Circular, the directors have no immediate plans to issue any new Shares which may fall to be issued under the share option scheme of the Company or any scrip dividend scheme which may be approved by shareholders.

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THE AGM NOTICE

• (f) In relation to the proposed ordinary resolution item 5(B) above, the directors wish to state that they will exercise the powers conferred thereby to repurchase shares of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules was set out in the Circular.

• (g) As at the date of this notice, the Board comprises three executive directors, namely, Mr. LI Ming, Mr. WANG Xiaoguang and Mr. CHEN Runfu; 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.

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