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




                         SOUTH CHINA LAND LIMITED
                              南華置地有限公司
                      (Incorporated in the Cayman Islands with limited liability)
                                         (Stock Code: 8155)


GENERAL DISCLOSURE UNDER RULE 17.10 OF GEM LISTING RULES

This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules in respect of the
announcement made by South China (China) Limited today concerning the conversion of
Convertible Notes, declaration of special dividend by distribution in specie of shares in the
Company and the SCC Contribution.


This announcement is made pursuant to GEM Listing Rule 17.10.

Conversion of Convertible Notes

The Company issued Convertible Notes to Skychance, a subsidiary of SCC, for a total principal
amount of HK$800 million carrying a right to subscribe for the Shares at HK$0.075 each. On full
conversion of the Convertible Notes, 10,666,666,666 Shares will be allotted.

SCC has announced today its intention to exercise the conversion of Convertible Notes subject to
the approval of the SCC Distribution by the SCC Shareholders.

SCC Distribution

SCC will distribute all its current shareholding and the Conversion Shares totaling 11,020,580,869
Shares to SCC Shareholders subject to the approval of SCC Shareholders.

Mr. Ng and parties acting in concert with him are currently in control of SCC, which in turn is
currently the indirect controlling shareholder of the Company, beneficially interested in
approximately 69.87% of the entire issued share capital of the Company. After the full conversion
of the Convertible Notes and the SCC Distribution, Mr. Ng and parties acting in concert with him
will directly hold approximately 54.83% of the enlarged issued share capital of the Company. The
Board does not expect any change in the management and the board composition of the Company
as the Company will continue to be controlled by Mr. Ng and his associates.

The Company will cease to be a subsidiary of SCC.




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SCC Contribution to the Company

Conditional upon the approval of the SCC Distribution, SCC will make a Contribution in an
amount of HK$280 million to the Company, including a capitalization of shareholder’s loan at the
date of the SCC Distribution. As at the date of this announcement, the shareholder’s loan is
approximately HK$172 million.

Details of the SCC announcement can be obtained at SCC website at <www. sctrade.com> and the
Stock Exchange website.

Since the SCC Distribution is subject to the approval of the SCC Shareholders, and the SCC
Contribution is subject to the approval of the SCC Independent Shareholders at the EGM,
the Shareholders and the potential investors are reminded to exercise caution when dealing
in the securities of the Company.

In this announcement, unless the context otherwise requires, the following terms have the
meanings set opposite to them below:

“Board”                     the board of directors of the Company;

“Company”                   South China Land Limited 南 華 置 地 有 限 公 司 , an exempted
                            company incorporated in the Cayman Islands with limited liability,
                            the shares of which being listed on the GEM Board;

“Conversion Shares”         the 10,666,666,666 Shares issued upon full conversion of
                            Convertible Notes;

“Convertible Notes”         non-interest bearing convertible notes issued on 12 March 2007 and
                            6 July 2007 in the principal amount of HK$408 million and
                            HK$392 million respectively due in 2012 carrying a right to
                            subscribe for the Shares at HK$0.75 each;

“EGM”                       the extraordinary general meeting of SCC to be held to approve the
                            Distribution and the SCC Contribution;

“GEM Listing Rules”         the Rules Governing the Listing of Securities on the Growth
                            Enterprise Market of the Stock Exchange of Hong Kong Limited;

“Main Board”                Main Board of the Stock Exchange of Hong Kong Limited;

“Mr. Ng”                    Mr. Ng Hung Sang, Chairman and controlling shareholder of the
                            Company and SCC;

“SCC”                       South China (China) Limited, an exempted company incorporated
                            in the Cayman Islands with limited liability, the shares and warrants
                            of which being listed on the Main Board;

“SCC Announcement”          the announcement made by SCC dated 3 July 2009;




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“SCC Contribution”           the financial assistance proposed to be provided by SCC to the
                             Company as described in the SCC Announcement;

“SCC Distribution”           the proposed special dividend by way of distribution in specie of
                             Shares in proportion to the shareholdings held by the SCC
                             Shareholders as described in the SCC Announcement;

“SCC Shareholders”           Holders of SCC Shares;

“SCC Independent             Holders of SCC Shares other than Mr. Ng and his associates;
Shareholders”

“SCC Shares”                 ordinary shares of HK$0.02 each in the share capital of SCC;

“Shares”                     ordinary shares of HK$0.01 each in the share capital of the
                             Company; and

“Skychance”                  Skychance Group Limited, a company incorporated in the British
                             Virgin Islands with limited liability and is wholly owned by SCC.



                                                                    By order of the Board of
                                                                  South China Land Limited
                                                                     南華置地有限公司
                                                                      Cheung Choi Ngor
                                                                           Director

Hong Kong, 3 July 2009

This announcement, for which the directors of the Company collectively and individually accept full
responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose
of giving information with regard to the Company. The directors of the Company, having made all
reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information
contained in this announcement is accurate and complete in all material respects and not misleading;
(ii) there are no other matters the omission of which would make any statement in this announcement
misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and
careful consideration and are founded on bases and assumptions that are fair and reasonable.

As at the date of this announcement, the board of directors of the Company comprises (1) Mr. Ng
Hung Sang, Mr. Ng Yuk Yeung, Paul, Ms. Cheung Choi Ngor, Mr. Richard Howard Gorges and Mr.
Ng Yuk Fung, Peter as executive directors, (2) Ms. Ng Yuk Mui, Jessica and Mr. Hui Ping as
non-executive directors and (3) Dr. Lo Wing Yan, William, JP, Mr. Cheng Yuk Wo and Ms. Pong Oi
Lan, Scarlett as independent non-executive directors.

This announcement will remain on the “Latest Company Announcements” page of the GEM website
at www.hkgem.com for a minimum period of 7 days from the date of its publication and on the
website of the Company at www. sctrade.com.



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