Minmetals Land : (1) MAJOR TRANSACTION IN RELATION TO KUANGMAO LOAN FRAMEWORK AGREEMENT; (2) MAJOR TRANSACTION IN RELATION TO KUANGRUN LOAN FRAMEWORK AGREEMENT; AND (3) MAJOR AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO WANHU LOAN FRAMEWORK AGREEMENT

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 your stockbroker or other licensed dealer in securities, 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 and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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)

1. MAJOR TRANSACTION IN RELATION TO

KUANGMAO LOAN FRAMEWORK AGREEMENT;

(2) MAJOR TRANSACTION

IN RELATION TO

KUANGRUN LOAN FRAMEWORK AGREEMENT;

AND

1. MAJOR AND CONTINUING CONNECTED TRANSACTIONS IN RELATION TO

WANHU LOAN FRAMEWORK AGREEMENT

A letter from the Board is set out on pages 5 to 15 of this circular.

The Agreements, being the subject matter of this circular, have been approved by written shareholder's approval obtained from June Glory, the controlling shareholder of the Company, pursuant to Rule 14.44 of the Listing Rules in lieu of a general meeting of the Company. This circular is being despatched to the Shareholders for information only.

17 May 2021

CONTENTS

			Page
Definitions .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

- i -

DEFINITIONS

In this circular, the following expressions shall have the respective meanings set opposite thereto unless the context requires otherwise:

''Agreements''	collectively, the Kuangmao Agreement, the Kuangrun
	Agreement and the Wanhu Agreement;
''Beijing Fortune	a residential development project situated in Xibeiwang Town,
Garden''	Haidian District, Beijing, the PRC;
''Beijing Vanke''	北京萬科企業有限公司 Beijing Vanke Co., Ltd.*, a company
	established under the laws of the PRC with limited liability;
''Beijing Wanhu''	北京萬湖房地產開發有限公司	Beijing	Wanhu	Property
	Development Co., Ltd.*, a company established under the laws
	of the PRC undertaking the development of Beijing Fortune
	Garden and an indirect non-wholly owned subsidiary of the
	Company;
''Board''	the board of Directors;
''China Minmetals''	China Minmetals Corporation, a state-owned enterprise
	established under the laws of the PRC and the ultimate
	controlling shareholder of the Company indirectly interested in
	approximately 61.88% of the issued share capital of the
	Company as at the Latest Practicable Date;
''China Vanke''	萬科企業股份有限公司 China Vanke Co., Ltd.*, a joint stock
	company established under the laws of the PRC with limited
	liability, the H Shares of which are listed on the Main Board of
	the Stock Exchange (stock code: 2202) and the A Shares of
	which are listed on the Shenzhen Stock Exchange (stock code:
	000002);
''Company''	Minmetals Land Limited, a company incorporated in Bermuda
	with limited liability, whose Shares are listed on the Main Board
	of the Stock Exchange;
''connected person'',	each shall have the meaning ascribed to it under the Listing
''connected person at	Rules;
the subsidiary level'',
''controlling
shareholder'',
''percentage ratio'',

''subsidiary(ies)'' and ''substantial shareholder''

- 1 -

DEFINITIONS

''CRL Holdings'' 華潤置地控股有限公司 China Resources Land Holdings Limited*, a company established under the laws of the PRC;

''Director(s)''	directors (including independent non-executive directors) of the
	Company;
''Group''	the Company and its subsidiaries;
''Guangzhou	廣州市礦茂房地產開發有限公司	Guangzhou	Kuangmao
Kuangmao''	Property Development Co., Ltd.*, a company established
	under the laws of the PRC with limited liability undertaking
	the development of Parc One and an indirect non-wholly owned
	subsidiary of the Company;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;
''June Glory''	June Glory International Limited, a company incorporated in
	the British Virgin Islands with limited liability and 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;
''Kuangmao	the loan framework agreement dated 26 April 2021 entered into
Agreement''	among Guangzhou Kuangmao, Shengshi Guangye and Xiefeng;
''Kuangrun Agreement''	the loan framework agreement dated 26 April 2021 entered into
	among Shenzhen Kuangrun, Shengshi Guangye and Shenzhen
	Runtou;
''Latest Practicable	12 May 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time;
''Minmetals Land	五礦建設投資管理（北京）有限公司 Minmetals Land Investment
Beijing''	Management (Beijing) Co., Ltd*, a company established under
	the laws of the PRC and an indirect wholly-owned subsidiary of
	the Company and the direct holding company of Shengshi
	Guangye;
''MLIML''	Minmetals Land Investment Management Limited 五礦建設投資
	管理有限公司, a company incorporated in Hong Kong with
	limited liability;

- 2 -

DEFINITIONS

''Parc One''	a residential development project situated at Changling Road,
	Huangpu District, Guangzhou City, Guangdong Province, the
	PRC;
''Ping An''	Ping An Insurance (Group) Company of China, Ltd. 中國平安保
	險（集團）股份有限公司, a company established under the laws of
	the PRC with limited liability, the A shares (stock code: 601318)
	and H shares (stock code: 2318) of which are listed on the
	Shanghai Stock Exchange and the Stock Exchange, respectively;
''Ping An Real Estate''	平安不動產有限公司 Ping An Real Estate Co., Ltd.*, a company
	established under the laws of the PRC with limited liability;
''PRC'' or ''Mainland	the People's Republic of China (for the purpose of this circular,
China''	excluding Hong Kong, the Macao Special Administrative Region
	of the PRC and Taiwan);
''Previous Kuangrun	has the meaning ascribed to it under the section headed ''Letter
Loan''	from the Board - Listing Rules Implications - Kuangrun
	Agreement'' in this circular;
''Previous Kuangrun	has the meaning ascribed to it under the section headed ''Letter
Loan Agreements''	from the Board - Listing Rules Implications - Kuangrun
	Agreement'' in this circular;
''Previous Xiefeng	collectively, the loans provided by Guangzhou Kuangmao to
Loans''	Xiefeng for an amount of RMB122.5 million (approximately
	HK$144.94 million) under the loan agreement dated 30 June
	2020 entered into between Guangzhou Kuangmao and Xiefeng
	(as supplemented) and for an amount of RMB122.5 million
	(approximately HK$144.94 million) under the loan agreement
	dated 11 January 2021 entered into between Guangzhou
	Kuangmao and Xiefeng, respectively, further details of which
	are set out in the Company's announcement dated 11 January
	2021;
''RMB''	Renminbi, the lawful currency of the PRC;
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''Share(s)''	ordinary share(s) of HK$0.10 each in the issued share capital of
	the Company;
''Shareholder(s)''	holder(s) of the Shares;

- 3 -