Minmetals Land : PROPOSALS FOR GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND CHANGE OF INDEPENDENT AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 230)

PROPOSALS FOR

GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS AND

CHANGE OF INDEPENDENT AUDITOR

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM (as defined in this circular) to be held at Monet Room B, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 27 May 2021 at 10 : 30 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the AGM is attached.

Whether or not you are able to attend the AGM, please complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible, and in any event not later than 10 : 30 a.m. on Tuesday, 25 May 2021. Completion and return of the form of proxy will not prevent you from attending and voting in person in the AGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 1 of this circular for precautionary measures being taken to prevent and control the spread of the novel coronavirus (COVID-19) at the AGM, including:

. compulsory body temperature check

. wearing of surgical face mask

. no provision of refreshments, drinks or corporate gifts

Attendees who do not comply with the above precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law.

For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

26 April 2021

CONTENTS

	Page
Precautionary Measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix - Explanatory Statement of the Repurchase Mandate . . . . . . . . . . . . . . . .	12
Notice of AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

PRECAUTIONARY MEASURES FOR THE AGM

In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted on every attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.3 degrees Celsius or is exhibiting flu-like symptoms may be denied entry into the AGM venue and be requested to leave the AGM venue.
2. Every attendee will be required to be properly wearing surgical face masks before they are permitted to attend, and throughout their attendance of, the AGM. Please note that no masks will be provided at the AGM venue. Attendees are advised to maintain appropriate social distance with each other at all times when attending the AGM.
3. No refreshments or drinks will be served and no corporate gifts will be distributed.

Attendees who do not comply with the above precautionary measures may be denied entry into the AGM venue, at the absolute discretion of the Company as permitted by law. Attendees are in addition requested to observe and practise good personal hygiene at all times.

For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the AGM by appointing the Chairman of the AGM as their proxy instead of attending the AGM in person.

The form of proxy for use at the AGM is attached and can otherwise be downloaded from the respective websites of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.minmetalsland.com). In order to be valid, the form of proxy must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible, and in any event not later than 10 : 30 a.m. on Tuesday, 25 May 2021.

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the AGM arrangements at short notice. Shareholders should check the Company's website at www.minmetalsland.com for further announcements and updates on the AGM arrangements.

If Shareholders have any questions relating to the AGM, please contact Computershare Hong Kong Investor Services Limited:

17M Floor, Hopewell Centre,

183 Queen's Road East, Wanchai, Hong Kong

Telephone	:	(852)	2862 8555
Facsimile	:	(852)	2865 0990
Email	:	[e-mail]

- 1 -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at Monet
	Room B, Basement 1, InterContinental Grand Stanford Hong
	Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong
	on Thursday, 27 May 2021 at 10 : 30 a.m., the notice of which is
	set out on pages 15 to 18 of this circular;
''associate(s)'',	each shall have the meaning ascribed to it under the Listing
''connected	Rules;
person(s)'',
''controlling
shareholder'',
''subsidiary'' and
''substantial
shareholder''
''Board''	the board of Directors of the Company;
''Bye-laws''	the Bye-laws of the Company;
''China Minmetals''	China Minmetals Corporation, a state-owned enterprise
	established under the laws of the PRC and the ultimate
	controlling shareholder of the Company as at the Latest
	Practicable Date;
''Company''	Minmetals Land Limited, a company incorporated in Bermuda
	with limited liability, the Shares of which are listed on the Main
	Board of the Stock Exchange;
''Deloitte''	Deloitte Touche Tohmatsu
''Directors''	directors (including independent non-executive directors) of the
	Company;
''Group''	the Company and its subsidiaries;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong'' or	the Hong Kong Special Administrative Region of the PRC;
''HKSAR''
''Issuance Mandate''	the general and unconditional mandate to the Directors to allot,
	issue and otherwise deal with new Shares not exceeding 20% of
	the issued share capital of the Company as at the date of the
	passing of the resolution granting such mandate;

- 2 -

DEFINITIONS

''June Glory''	June Glory International Limited, a company incorporated in
	the British Virgin Islands with limited liability, and a non
	wholly-owned subsidiary of China Minmetals, and is the
	immediate controlling shareholder of the Company holding
	approximately 61.88% of the issued share capital of the
	Company as at the Latest Practicable Date;
''Latest Practicable	21 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	herein;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''PRC'' or	the People's Republic of China;
''Mainland China''
''Repurchase Mandate''	the general and unconditional mandate to the Directors to
	repurchase Shares not exceeding 10% of the issued share capital
	of the Company as at the date of the passing of the resolution
	granting such mandate;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''Share(s)''	fully paid ordinary share(s) of HK$0.10 each in the issued share
	capital of the Company;
''Shareholder(s)''	holder(s) of Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers; and
''%''	per cent.

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LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code: 230)

Executive Directors:	Registered office:
Mr. He Jianbo, Chairman	Victoria Place
Mr. Liu Bo, Managing Director	5th Floor, 31 Victoria Street
Mr. Chen Xingwu,	Hamilton HM10
Deputy Managing Director	Bermuda
Mr. Yang Shangping,
Deputy Managing Director	Principal place of business in Hong Kong:
	18th Floor, China Minmetals Tower,
Non-Executive Director:	79 Chatham Road South,
Ms. He Xiaoli	Tsimshatsui, Kowloon,
	Hong Kong
Independent Non-executive Directors:
Mr. Selwyn Mar
Mr. Lam Chung Lun, Billy
Ms. Law Fan Chiu Fun, Fanny
	26 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR

GRANTING OF GENERAL MANDATES TO ISSUE NEW SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS AND

CHANGE OF INDEPENDENT AUDITOR

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the information in respect of the resolutions to be raised at the AGM in respect of, among other matters, (i) the grant to the Directors of the Issuance Mandate and the Repurchase Mandate; (ii) the re-election of the retiring Directors; and (iii) the change of independent auditor.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 28 May 2020, the Directors were granted by the then Shareholders (i) a general and unconditional mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing such resolution; (ii) a general and unconditional mandate to repurchase Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing such resolution; and (iii) to extend the general mandate mentioned in (i) above by an amount representing the aggregate nominal amount of the Shares repurchased pursuant to the mandate to repurchase Shares referred to (ii) above.

The above general mandates will lapse at the conclusion of the AGM. It is therefore proposed to seek Shareholders' approval by way of ordinary resolutions to be raised at the AGM to approve the grant of the Issuance Mandate and the Repurchase Mandate. These general mandates, if approved by Shareholders at the AGM, will lapse at the conclusion of the annual general meeting in 2022.

Assume no further Shares are to be issued or repurchased prior to the AGM, the Issuance Mandate will grant to the Directors authority to issue up to 669,381,607 Shares.

An explanatory statement to provide Shareholders with all the information reasonably necessary to enable them to make an informed decision in relation to the Repurchase Mandate as required by the Listing Rules is set out in the Appendix to this circular.

RE-ELECTION OF DIRECTORS

Pursuant to Bye-law 111(A) of the Bye-laws, Mr. Yang Shangping, Ms. He Xiaoli, Mr. Selwyn Mar and Ms. Law Fan Chiu Fun, Fanny are due to retire by rotation at the AGM and, being eligible, offer themselves for re-election. The proposed re-election will be considered by separate resolutions at the AGM.

Each of Mr. Selwyn Mar and Ms. Law Fan Chiu Fun, Fanny, being an Independent Non-executive Director, has made a confirmation in writing of his/her independence pursuant to Rule 3.13 of the Listing Rules.

Mr. Selwyn Mar has served as an Independent Non-executive Director for more than nine years. He has no financial or family relationships with any Directors, senior management or substantial or controlling shareholders of the Company. During his tenure of office, he has been providing objective and independent views to the Company over the years, and he remains committed to his independent role. The Board is of the view that, notwithstanding that Mr. Mar has served on the Board for more than nine years, he remains independent taking into account, amongst other things, his impartial views and comments expressed as well as independent judgment in Board meetings and Board committee meetings. Mr. Mar is a fellow member of the Institute of Chartered Accountants of United Kingdom and the past president of the Hong Kong Institute of Certified Public

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LETTER FROM THE BOARD

Accountants with many years of experience in professional accounting and corporate finance. He continues to demonstrate a firm commitment to his role. In light of the above, the Board recommends Mr. Mar for re-election at the AGM.

Biographical details of the retiring Directors who are proposed for re-election at the AGM are set out below:

Mr. Yang Shangping

Mr. Yang Shangping, aged 47, was appointed as an Executive Director and a Deputy Managing Director of the Company in June 2017. Mr. Yang holds a Bachelor's Degree in Civil Structural Engineering from Tongji University and a Master's Degree in Business Administration from Fudan University. He joined the Company as the general manager of a real estate development company of the Company in Nanjing in 2007 and is now responsible for the strategic investment, sales and marketing and urban development divisions of the Company. He had participated in project works for China Overseas Holdings Ltd. and Shanghai Vanke Co., Ltd. for over 10 years. Mr. Yang has extensive experience in project management, sales and marketing and costing management.

Mr. Yang did not hold any directorships in other listed public companies in the last three years. Save as disclosed above, he does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yang has a personal interest in 1,846,667 Shares. Save as disclosed above, Mr. Yang does not have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There is no service contract between the Company and Mr. Yang. He has no fixed term of service with the Company and he is subject to retirement by rotation and re-election at the annual general meeting pursuant to the Bye-laws. The director's emoluments (including salary and allowances) of Mr. Yang for the year of 2021 shall be HK$1,666,468 and he is entitled to receive discretionary bonus. The emoluments of Directors are determined by reference to the business performance of the Company as well as the director's personal performance, remuneration benchmark in the industry and the prevailing market conditions.

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

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LETTER FROM THE BOARD

Ms. He Xiaoli

Ms. He Xiaoli, aged 53, was appointed as an Executive Director of the Company in February 2002 and a Deputy Managing Director of the Company in December 2009. She was re-designated as a Non-executive Director of the Company in November 2018. Ms. He holds a Bachelor's Degree in Economics (major in Accounting) from North China University of Technology and a Master's Degree in Business Administration from the University of South Australia. She is a qualified PRC Senior Accountant and a member of the Chinese Institute of Certified Public Accountants. Prior to joining the Company, Ms. He was the head of the business division and the deputy minister of accounting information division of the finance department of the previous China National Nonferrous Metals Industry Corporation. She is concurrently a director of China Minmetals H.K. (Holdings) Limited which is a non-wholly owned subsidiary of China Minmetals and an intermediate controlling shareholder of the Company. Ms. He has extensive experience in corporate financing and investment, capital market operations and financial management of enterprises.

Ms. He did not hold any directorships in other listed public companies in the last three years. Save as disclosed above, she does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. He has a personal interest in 783,333 Shares. Save as disclosed above, Ms. He does not have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. There is no service contract between the Company and Ms. He. The term of service of Ms. He is three years from 29 November 2018 to 28 November 2021 (both days inclusive) and she is subject to retirement by rotation and re-election pursuant to the Bye-laws. The director's emoluments (including salary and allowances) of Ms. He for the year of 2021 shall be HK$290,431 and she is entitled to receive discretionary bonus. The emoluments of Directors are determined by reference to the business performance of the Company as well as the director's personal performance, remuneration benchmark in the industry and the prevailing market conditions.

During the period when Ms. He was a director of each of Condo Curtain Wall Company Limited (''CCW'') and Condo Engineering (China) Limited (''CEC''), winding-up orders were made by the High Court of Hong Kong against CCW and CEC on 8 September 2003 as certain conditions precedent to the debt restructuring proposal of each of CCW and CEC (collectively, referred to as the ''Proposals'') remained unfulfilled as at the respective long stop date of each of the Proposals. The amounts involved in the liquidation (being the aggregate amount of claims received by each of the respective liquidators) of each of CCW and CEC were approximately HK$83,400,000 and HK$141,800,000 respectively. Both of CCW and CEC are companies incorporated in Hong Kong with limited liability and principally engaged in the design and installation of curtain walls and aluminium window cases before liquidation. Liquidators have been appointed to each of CCW and CEC and the proceedings of the liquidation of each of those companies are on-going.

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LETTER FROM THE BOARD

Save as disclosed above, there are no other matters in relation to the re-election of Ms. He which need to be brought to the attention of the Shareholders and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

Mr. Selwyn Mar

Mr. Selwyn Mar, aged 85, was appointed as an Independent Non-executive Director of the Company in November 2002. Mr. Mar graduated from the London School of Economics, University of London. He is a Chartered Accountant, a director of Nexia Charles Mar Fan Limited and the Managing Director of Marfan & Associates Limited. Mr. Mar was the President of the Hong Kong Institute of Certified Public Accountants in 1991, a member of the Appeals Panel of Securities & Futures Commission and a member of the Board of Governors of Chinese International School. Mr. Mar has been actively involved in commercial and industrial undertakings in Hong Kong and the PRC in the past 43 years and is an Honorary Fellow of the Lingnan University. Mr. Mar is also an independent non-executive director of three other companies listed on the Stock Exchange, namely China Everbright Environment Group Limited, Man Yue Technology Holdings Limited and PanAsialum Holdings Company Limited.

Save as disclosed above, Mr. Mar did not hold any directorships in other listed public companies in the last three years. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Mar does not have any interests in the Shares within the meaning of Part XV of the SFO. Mr. Mar has entered into a service contract with the Company for a term of 3 years from 29 May 2018 to 28 May 2021 (both days inclusive) and the Board has approved to renew the service contract with Mr. Mar for a further term of 3 years from 29 May 2021 to 28 May 2024 (both days inclusive). He is subject to retirement by rotation and re-election pursuant to the Bye-laws. Mr. Mar shall receive the amounts of HK$290,000, HK$80,000 and HK$20,000 as annual fees for being an Independent Non-executive Director, a member of the Audit Committee, and a member of the Remuneration Committee and the Nomination Committee respectively and an additional allowance of HK$10,000 per annum for acting as the chairman of the Audit Committee for the year of 2021. The Director's fee of Independent Non-executive Directors is determined by reference to their duties and responsibilities with the Company, the business performance of the Company and the prevailing market conditions.

Save as disclosed above, there are no other matters in relation to the re-election of Mr. Mar which need to be brought to the attention of the Shareholders and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

Ms. Law Fan Chiu Fun, Fanny

Ms. Law Fan Chiu Fun, Fanny, aged 68, was appointed as an Independent Non-executive Director of the Company in April 2018. Ms. Law graduated from the University of Hong Kong with an Honours degree in Science. She received a Master Degree in Public Administration from Harvard University and was named a Littauer Fellow. She also has a Master Degree in Education from the Chinese University of Hong Kong. Prior to her retirement from the civil service in 2007, Ms. Law was the Commissioner of the Hong Kong Independent Commission Against Corruption. During her 30 years in the civil service, Ms. Law had worked in many fields, including medical and health, economic services, housing, land and planning, home affairs, social welfare, civil service, transport and education. Ms. Law is currently a member of the Executive Council of the Government of the HKSAR. She is an independent non-executive director of CLP Holdings Limited, China Unicom (Hong Kong) Limited, Nameson Holdings Limited and China Taiping Insurance Holdings Company Limited, which are companies listed on the Stock Exchange and an external director of China Resources (Holdings) Co., Ltd. Ms. Law was an independent non-executive director of DTXS Silk Road Investment Holdings Company Limited, a company listed on the Stock Exchange, for the period from 8 December 2015 to 1 May 2019. Ms. Law was awarded the Gold Bauhinia Star and the Grand Bauhinia Medal in 2003 and 2017 respectively by the Government of the HKSAR in recognition of her distinguished service to the community. She is also a Justice of Peace since 2008.

Save as disclosed above, Ms. Law did not hold any directorship in other listed public companies in the last three years. She does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Ms. Law does not have any interests in the Shares of the Company within the meaning of Part XV of the SFO. Ms. Law has entered into a service contract with the Company for a term of three years from 1 April 2021 to 31 March 2024 (both days inclusive). She is subject to retirement by rotation and re-election pursuant to the Bye-laws. Ms. Law shall receive the amounts of HK$290,000, HK$80,000, HK$20,000 as annual fees for being an Independent Non-executive Director, a member of the Audit Committee, and a member of the Nomination Committee and the Remuneration Committee respectively and an additional allowance of HK$10,000 per annum for acting as the chairman of the Remuneration Committee for the year of 2021. The Director's fee of Independent Non-executive Directors is determined with reference to their duties and responsibilities with the Company, the business performance of the Company and the prevailing market conditions.

Save as disclosed above, there are no other matters in relation to the re-election of Ms. Law which need to be brought to the attention of the Shareholders and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

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LETTER FROM THE BOARD

CHANGE OF INDEPENDENT AUDITOR

Reference is made to the announcement of the Company dated 21 April 2021. China Minmetals Corporation, the ultimate controlling shareholder of the Company, is a state-owned enterprise regulated by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. According to the relevant requirements in Mainland China, there are restrictions in respect of the term of office of the auditor which continuously undertake audit services of the Company. Taking into consideration Deloitte, the current independent auditor of the Company, has been holding its office since 2013 and for the purpose of demonstrating good corporate governance practice, Deloitte will retire as the independent auditor of the Company upon expiration of its current term of office at the conclusion of the AGM.

As recommended by the Audit Committee of the Company, the Board proposed to appoint Ernst & Young as the new independent auditor of the Company following the retirement of Deloitte and such appointment is subject to the approval of the Shareholders at the AGM.

The Company has received a confirmation letter from Deloitte confirming that there are no matters connected with its retirement that need to be brought to the attention of the holders of securities of the Company. The Board has confirmed that there are no matters in respect of the proposed change of independent auditor that need to be brought to the attention of the holders of securities of the Company.

AGM

A notice convening the AGM is set out on pages 15 to 18 of this circular. A form of proxy for use at the AGM is attached. Whether or not you are able to attend the AGM, please complete the form of proxy and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, in accordance with the instructions printed thereon as soon as possible, and in any event not later than 10 : 30 a.m. on Tuesday, 25 May 2021. Completion and return of the form of proxy will not prevent you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

An announcement will be made by the Company following the conclusion of the AGM to inform Shareholders of the voting results of the AGM.

RECOMMENDATION

The Directors are of the opinion that the proposals for the grant of the Issuance Mandate and the Repurchase Mandate, the re-election of the retiring Directors and the change of independent auditor are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of all the relevant resolutions at the AGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors jointly and severally accept responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable inquiries and that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

For and on behalf of the Board of

Minmetals Land Limited

He Jianbo

Chairman

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APPENDIX	EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for consideration of the Repurchase Mandate.

1. STOCK EXCHANGE RULES FOR REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below.

The Listing Rules provide that all proposed repurchases of securities on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by Shareholders by an ordinary resolution, either by way of a general mandate, or by a special approval in relation to specific transactions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,346,908,037 Shares. Subject to the passing of the ordinary resolution in relation to the Repurchase Mandate, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 334,690,803 Shares on the basis that no further Shares will be issued or repurchased prior to the date of the AGM.

3. REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders.

The Directors have no present intention to repurchase any Shares but consider that the Repurchase Mandate will provide the Company the flexibility to do so when appropriate and beneficial to the Company. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value and/or earnings per Share and will only be made when the Directors consider that such repurchases will benefit the Company and the Shareholders.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, Bye-laws and the Companies Act 1981 of Bermuda (as amended from time to time) (the ''Companies Act'').

The Companies Act provides that the amount of capital repaid in connection with a share repurchase may only be paid out of either the capital paid up on the repurchased shares, or the profits that would otherwise be available for distribution by way of dividend or the proceeds of a new issue of shares made for such purpose. The amount of premium payable on redemption may only be paid out of either the profits that would otherwise be available for distribution by way of dividend or out of the share premium or contributed

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APPENDIX	EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE

surplus accounts of the Company. Under the Companies Act, the shares so repurchased will be treated as cancelled but the aggregate amount of authorised share capital will not be reduced so that the shares may be subsequently re-issued.

The Directors intend to apply the capital paid up on the relevant Shares or the profits that would otherwise be available for distribution by way of dividend for any repurchases of its Shares.

As compared with the financial position of the Company as at 31 December 2020 (being the date of its latest audited financial statements), the Directors consider that there might be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in circumstances, have a material adverse impact on the working capital or gearing ratio of the Company.

5. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquires, any of their associates, has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell Shares to any company of the Group.

No connected person of the Company has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Company is authorised to make repurchases of Shares.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda, and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

7. EFFECT OF THE TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, such increase will be treated as an acquisition for the purpose of the Takeovers Code.

As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

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APPENDIX	EXPLANATORY STATEMENT OF
	THE REPURCHASE MANDATE

As at the Latest Practicable Date, June Glory had an attributable interest of approximately 61.88% of the issued share capital of the Company. In the event that the Directors would exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the shareholdings of June Glory in the Company would be increased to approximately 68.76% of the issued share capital of the Company and such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. 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.

8. GENERAL

There have been no repurchases of any Shares by the Company (whether on the Stock Exchange or otherwise) made in the 6 months preceding the date of this circular.

During each of the previous 12 months and up to the Latest Practicable Date, the highest and lowest prices at which the Shares were traded on the Stock Exchange were as follows:

	Per Share
	Highest	Lowest
	HK$	HK$
2020 :
April	1.08	0.98
May	1.05	0.98
June	1.18	0.94
July	1.06	0.91
August	0.98	0.92
September	0.96	0.86
October	0.94	0.85
November	1.04	0.86
December	0.99	0.87
2021 :
January	0.98	0.84
February	0.95	0.87
March	0.94	0.85
April (up to the Latest Practicable Date)	0.90	0.84

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NOTICE OF AGM

(Incorporated in Bermuda with limited liability)

(Stock Code: 230)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the shareholders of Minmetals Land Limited (the ''Company'') will be held at Monet Room B, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 27 May 2021 at 10 : 30 a.m. (the ''Meeting'') for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of the directors and of the auditor for the year ended 31 December 2020.
2. (a) To approve the payment of a final dividend for the year ended 31 December 2020.
3. 1. To approve the payment of a special dividend for the year ended 31 December 2020.
4. (a) To re-elect Mr. Yang Shangping as a director of the Company.
5. 1. To re-elect Ms. He Xiaoli as a director of the Company.
   2. To re-elect Mr. Selwyn Mar as a director of the Company.
   3. To re-elect Ms. Law Fan Chiu Fun, Fanny as a director of the Company.
   4. To authorise the board of directors (the ''Board'') to fix the remuneration of directors.
6. To fix a maximum number of directors at 15 and to authorise the Board to appoint additional directors up to such maximum number.
7. To appoint Ernst & Young as the auditor of the Company for the ensuing year and to authorise the Board to fix their remuneration.

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NOTICE OF AGM

ORDINARY RESOLUTIONS

6. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as Ordinary Resolution No. I:

''THAT

1. subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined in paragraph (d) below) 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 and options which might require the exercise of such power be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;
3. 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 pursuant to the approval in paragraphs
4. 1. and (b) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below) or (ii) the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into shares of the Company or (iii) an issue of shares under any option scheme or similar arrangement for the time being adopted for the grant and/or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company, shall not exceed the aggregate of (aa) 20% of the total nominal amount of the share capital of the Company in issue on the date of the passing of this resolution plus (bb) (if the directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of such resolution (up to a maximum amount equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution) and the said approval to the directors in paragraphs (a) and (b) above shall be limited accordingly; and
5. for the purpose of this resolution:
6. 1. 
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

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NOTICE OF AGM

1. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; and

''Rights Issue'' means an offer of shares or other securities open for a period fixed by the directors to the shareholders on the register on a fixed record date in proportion to their shareholdings as at that date (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any recognised regulatory body or any stock exchange).''

7. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as Ordinary Resolution No. II:

''THAT

1. subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase its own shares (including redeemable shares) on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission in Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or the listing rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall authorise the directors during the Relevant Period to procure the Company to repurchase its own shares at a price determined by the directors;
3. the aggregate nominal amount of share capital repurchased by the Company pursuant to paragraph (a) above shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of the passing of this resolution and the said approval to the directors in paragraphs
4. 1. and (b) above shall be limited accordingly;
5. for the purpose of this resolution:
   ''Relevant Period'' means the period from the passing of this resolution until whichever is the earliest of:
6. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF AGM

1. the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or
2. the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting.''

8. As special business, to consider and, if thought fit, pass with or without modifications the following resolution as Ordinary Resolution No. III:

''THAT conditional upon the passing of Ordinary Resolution Nos. I and II, the aggregate nominal amount of the number of shares in the capital of the Company which are repurchased by the Company under the authority granted to the directors as mentioned in Ordinary Resolution No. II shall be added to the aggregate nominal amount of share capital that may be allotted by the directors pursuant to Ordinary Resolution No. I, provided that the amount of share capital repurchased by the Company shall not exceed 10% of the total nominal amount of the share capital of the Company in issue on the date of the passing of this resolution.''

By order of the Board

He Jianbo

Chairman

Hong Kong, 26 April 2021

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint not more than two proxies to attend and vote on his/her behalf. A member who is a recognised clearing house within the meaning of the Securities and Futures Ordinance is entitled to appoint one or more proxies to attend and vote on its behalf. A proxy need not be a member of the Company.
2. To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, and in any event not later than 10 : 30 a.m. on Tuesday, 25 May 2021.
3. The register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021 (both days inclusive) during which period no transfer of shares will be registered. In order to qualify for attending the Meeting, all share certificates with completed transfer forms must be lodged with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4 : 30 p.m. on Friday, 21 May 2021 for registration of share transfer.
4. The votes at the meeting will be taken by poll.
5. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the Meeting arrangements at short notice. Shareholders should check the Company's website at www.minmetalsland.com for further announcements and updates on the Meeting arrangements.

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