CONTINUING CONNECTED TRANSACTIONS - LEASE OF OFFICE PREMISES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.(Incorporated in Bermuda with limited liability) (Stock Code: 230) CONTINUING CONNECTED TRANSACTIONS LEASE OF OFFICE PREMISES The Board announces that Texion as a landlord entered into the Tenancy Agreements with Brightway Asset Minmetals Cheerglory and Minmetals HK as a tenant for the lease of the respective Premises on 12 July 2024.Brightway Asset and Minmetals Cheerglory are wholly-owned subsidiaries of Minmetals HK which in turn is an indirect non-wholly owned subsidiary of China Minmetals. China Minmetals is the ultimate controlling shareholder of the Company and is indirectly interested in approximately 61.88% of the issued share capital of the Company as at the date of this announcement. Accordingly Brightway Asset Minmetals Cheerglory and Minmetals HK are connected persons of the Company and the Transactions constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.Further Texion as a landlord has entered into the Previous De Minimis Agreement with MMG an indirect non-wholly owned subsidiary of China Minmetals as a tenant in relation to the lease of the Premise V on 7 July 2023 for a term of three years from 1 July 2023 to 30 June 2026. MMG is an indirect non-wholly owned subsidiary of China Minmetals which is the ultimate controlling shareholder of the Company and is indirectly interested in approximately 61.88% of the issued share capital of the Company as at the date of this announcement. Accordingly MMG is a connected person of the Company the transactions contemplated under the Previous De Minimis Agreement constitute continuing connected transactions for the Company. As all the applicable percentage ratio in respect of the Previous De Minimis Agreement are less than 0.1% the transactions contemplated thereunder constitute de minimis transactions pursuant to Rule 14A.76(1) of the Listing Rules and are fully exempt from Shareholders’ approval annual review and all disclosure requirements under Chapter 14A of the Listing Rules.- 1 -The Tenancy Agreements and the Previous De Minimis Agreement are of a similar nature. As a result the Tenancy Agreements and the Previous De Minimis Agreement shall be aggregated under Rule 14A.81 of the Listing Rules.As all the applicable percentage ratios in respect of the aggregate sum of the annual rent and maximum service management and air-conditioning charges receivable by Texion under the Tenancy Agreements and the Previous De Minimis Agreement are less than 5% the Transactions are subject to annual review reporting and announcement requirements but exempt from circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.BACKGROUND As the lease of Premises I Premises II Premises III and Premises IV expired on 31 May 2024 Brightway Asset Minmetals Cheerglory and Minmetals HK have entered into new tenancy agreements with Texion for the renewal of the respective tenancies on 12 July 2024.- 2 -TENANCY AGREEMENT I The principal terms of Tenancy Agreement I are as follows: Date : 12 July 2024 Parties : Texion as the landlord and Brightway Asset as the tenant Premises : 9th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong of a gross floor area of approximately 5793 square feet Term : 2 years commencing from 1 June 2024 to 31 May 2026 (both dates inclusive) Rent : the rent (exclusive of government rates and service management and air-conditioning charges) shall be HK$173790 per calendar month Rent-free period : 2 months Service management and : HK$33773.19 per calendar month air-conditioning charges (subject to maximum 20% upward adjustment) Termination : At any time during the continuance of the Tenancy Agreement I either party can terminate the tenancy by giving to the other party three months’ notice in writing of such desire or shall in lieu of such notice pay to the other party a sum equivalent to three months’ rent.The annual cap for the rent and maximum service management and air-conditioning charges payable by Brightway Asset in respect of Tenancy Agreement I for the period from 1 June 2024 to 31 December 2024 for the year from 1 January 2025 to 31 December 2025 and for the period from 1 January 2026 to 31 May 2026 shall not exceed HK$1500225 HK$2571814 and HK$1071590 respectively.The terms of Tenancy Agreement I have been agreed by the parties after arm’s length negotiation and are on normal commercial terms. The monthly rent has been determined with reference to the rent payable by other tenants of China Minmetals Tower and is in line with the prevailing open market rent of other premises with conditions comparable to those of Premises I.- 3 -TENANCY AGREEMENT II The principal terms of Tenancy Agreement II are as follows: Date : 12 July 2024 Parties : Texion as the landlord and Minmetals Cheerglory as the tenant Premises : 11th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong of a gross floor area of approximately 5793 square feet Term : 2 years commencing from 1 June 2024 to 31 May 2026 (both dates inclusive) Rent : the rent (exclusive of government rates and service management and air-conditioning charges) shall be HK$173790 per calendar month Rent-free period : 2 months Service management and : HK$33773.19 per calendar month air-conditioning charges (subject to maximum 20% upward adjustment) Termination : At any time during the continuance of the Tenancy Agreement II either party can terminate the tenancy by giving to the other party three months’ notice in writing of such desire or shall in lieu of such notice pay to the other party a sum equivalent to three months’ rent.The annual cap for the rent and maximum service management and air-conditioning charges payable by Minmetals Cheerglory in respect of Tenancy Agreement II for the period from 1 June 2024 to 31 December 2024 for the year from 1 January 2025 to 31 December 2025 and for the period from 1 January 2026 to 31 May 2026 shall not exceed HK$1500225 HK$2571814 and HK$1071590 respectively.The terms of Tenancy Agreement II have been agreed by the parties after arm’s length negotiation and are on normal commercial terms. The monthly rent has been determined with reference to the rent payable by other tenants of China Minmetals Tower and is in line with the prevailing open market rent of other premises with conditions comparable to those of Premises II.- 4 -TENANCY AGREEMENT III The principal terms of Tenancy Agreement III are as follows: Date : 12 July 2024 Parties : Texion as the landlord and Minmetals HK as the tenant Premises : 19th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong of a gross floor area of approximately 5793 square feet Term : 2 years commencing from 1 June 2024 to 31 May 2026 (both dates inclusive) Rent : the rent (exclusive of government rates and service management and air-conditioning charges) shall be HK$173790 per calendar month Rent-free period : 2 months Service management and : HK$33773.19 per calendar month air-conditioning charges (subject to maximum 20% upward adjustment) Termination : At any time during the continuance of the Tenancy Agreement III either party can terminate the tenancy by giving to the other party three months’ notice in writing of such desire or shall in lieu of such notice pay to the other party a sum equivalent to three months’ rent.The annual cap for the rent and maximum service management and air-conditioning charges payable by Minmetals HK in respect of Tenancy Agreement III for the period from 1 June 2024 to 31 December 2024 for the year from 1 January 2025 to 31 December 2025 and for the period from 1 January 2026 to 31 May 2026 shall not exceed HK$1500225 HK$2571814 and HK$1071590 respectively.The terms of Tenancy Agreement III have been agreed by the parties after arm’s length negotiation and are on normal commercial terms. The monthly rent has been determined with reference to the rent payable by other tenants of China Minmetals Tower and is in line with the prevailing open market rent of other premises with conditions comparable to those of Premises III.- 5 -TENANCY AGREEMENT IV The principal terms of Tenancy Agreement IV are as follows: Date : 12 July 2024 Parties : Texion as the landlord and Minmetals Cheerglory as the tenant Premises : Unit 1201 of 12th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong of a gross floor area of approximately 1629 square feet Term : 2 years commencing from 1 June 2024 to 31 May 2026 (both dates inclusive) Rent : the rent (exclusive of government rates and service management and air-conditioning charges) shall be HK$48870 per calendar month Rent-free period : 2 months Service management and : HK$9497.07 per calendar month air-conditioning charges (subject to maximum 20% upward adjustment) Termination : At any time during the continuance of the Tenancy Agreement IV either party can terminate the tenancy by giving to the other party three months’ notice in writing of such desire or shall in lieu of such notice pay to the other party a sum equivalent to three months’ rent.The annual cap for the rent and maximum service management and air-conditioning charges payable by Minmetals Cheerglory in respect of Tenancy Agreement IV for the period from 1 June 2024 to 31 December 2024 for the year from 1 January 2025 to 31 December 2025 and for the period from 1 January 2026 to 31 May 2026 shall not exceed HK$421866 HK$723198 and HK$301333 respectively.The terms of Tenancy Agreement IV have been agreed by the parties after arm’s length negotiation and are on normal commercial terms. The monthly rent has been determined with reference to the rent payable by other tenants of China Minmetals Tower and is in line with the prevailing open market rent of other premises with conditions comparable to those of Premises IV.- 6 -PREVIOUS DE MINIMIS AGREEMENT MMG has entered into a tenancy agreement with Texion in relation to the lease of the Premise V on 7 July 2023 the principal terms are as follows: Date : 7 July 2023 Parties : Texion as the landlord and MMG as the tenant Premises : Unit 1208 of 12th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong of a gross floor area of approximately 1840 square feet Term : 3 years commenced from 1 July 2023 to 30 June 2026 (both dates inclusive) Rent : the rent (exclusive of government rates and service management and air-conditioning charges) shall be HK$66240 per calendar month Rent-free period : 2 months Service management and : HK$9752 per calendar month air-conditioning charges (subject to maximum 20% upward adjustment) Termination : At any time during the continuance of the Previous De Minimis Agreement either party can terminate the tenancy by giving to the other party three months’ notice in writing of such desire or shall in lieu of such notice pay to the other party a sum equivalent to three months’ rent.The annual cap for the rent and maximum service management and air-conditioning charges payable by MMG in respect of the Previous De Minimis Agreement for the period from 1 July 2023 to 31 December 2023 for the year from 1 January 2024 to 31 December 2024 for the year from 1 January 2025 to 31 December 2025 and for the period from 1 January 2026 to 30 June 2026 shall not exceed HK$467655 HK$935309 HK$935309 and HK$467655 respectively.The terms of the Previous De Minimis Agreement have been agreed by the parties after arm’s length negotiation and are on normal commercial terms. The monthly rent has been determined with reference to the rent payable by other tenants of China Minmetals Tower and is in line with the prevailing open market rent of other premises with conditions comparable to those of Premises V.- 7 -HISTORICAL RENT The aggregate historical rent and service management and air-conditioning charges received by Texion for Premises I Premises II Premises III Premises IV and Premises V for the period from 1 June 2021 to 31 May 2024 were as follows: For the period from For the period from 1 June 2021 For the year ended For the year ended 1 January 2024 to 31 December 2021 31 December 2022 31 December 2023 to 31 May 2024 HK$ HK$ HK$ HK$ Premises I 1466208 2453915 2871011 1196255 Premises II 1466208 2453915 2871011 1196255 Premises III 1466208 2453915 2871011 1196255 Premises IV 412300 748688 756255 336389 Premises V 465704 845664 911904 379960 Total: 5276628 8956097 10281192 4305114 REASONS FOR ENTERING INTO THE TENANCY AGREEMENTS Brightway Asset Minmetals Cheerglory Minmetals HK and MMG have been occupying the respective Premises I Premises II Premises III Premises IV and Premises V as their offices. The entering into of Tenancy Agreement I Tenancy Agreement II Tenancy Agreement III Tenancy Agreement IV and the Previous De Minimis Agreement are to renew the tenancies after their expiry.The Directors (including independent non-executive Directors) consider that the Tenancy Agreements were entered into in the ordinary and usual course of business of the Company and the terms of the Tenancy Agreements are fair and reasonable on normal commercial terms and in the interest of the Company and its shareholders as a whole. None of the Directors is regarded as having a material interest in the Tenancy Agreements and hence none of the Directors has abstained from voting on the resolution to approve the Tenancy Agreements.INFORMATION ABOUT THE PARTIES The Group is principally engaged in the businesses of real estate development specialised construction and property investment.Texion is a wholly-owned subsidiary of the Company and is principally engaged in property investment. Texion is the sole owner of China Minmetals Tower.Brightway Asset and Minmetals Cheerglory are wholly-owned subsidiaries of Minmetals HK. Brightway Asset is principally engaged in asset management business.Minmetals Cheerglory is principally engaged in trading of metallic products wholesale of steel investment holding and property investment business.- 8 -Minmetals HK is an indirect non-wholly owned subsidiary of China Minmetals and is principally engaged in investment holding and corporate management services business.MMG is an indirect non-wholly owned subsidiary of China Minmetals and is principally engaged in exploration development and mining of zinc copper gold silver and lead deposits around the world.China Minmetals is a state-owned enterprise established under the laws of the PRC and the ultimate controlling shareholder of the Company and Minmetals HK. It is principally engaged in exploration mining smelting processing and trading for metals and minerals finance real estate and mining and metallurgic technology.LISTING RULES IMPLICATIONS Brightway Asset and Minmetals Cheerglory are wholly-owned subsidiaries of Minmetals HK which in turn is an indirect non-wholly owned subsidiary of China Minmetals. China Minmetals is the ultimate controlling shareholder of the Company and is indirectly interested in approximately 61.88% of the issued share capital of the Company as at the date of this announcement. Accordingly Brightway Asset Minmetals Cheerglory and Minmetals HK are connected persons of the Company and the Transactions constitute continuing connected transactions for the Company under Chapter 14A of the Listing Rules.MMG is an indirect non-wholly owned subsidiary of China Minmetals which is the ultimate controlling shareholder of the Company and is indirectly interested in approximately 61.88% of the issued share capital of the Company as at the date of this announcement. Accordingly MMG is a connected person of the Company the transactions contemplated under the Previous De Minimis Agreement constitute continuing connected transactions for the Company. As all the applicable percentage ratio in respect of the Previous De Minimis Agreement are less than 0.1% the transactions contemplated thereunder constitute de minimis transactions pursuant to Rule 14A.76(1) of the Listing Rules and are fully exempt from Shareholders’ approval annual review and all disclosure requirements under Chapter 14A of the Listing Rules.The Tenancy Agreements and the Previous De Minimis Agreement are of a similar nature. As a result the Tenancy Agreements and the Previous De Minimis Agreement shall be aggregated under Rule 14A.81 of the Listing Rules.As all the applicable percentage ratios in respect of the aggregate sum of the annual rent and maximum service management and air-conditioning charges receivable by Texion under the Tenancy Agreements and the Previous De Minimis Agreement are less than 5% the Transactions are subject to annual review reporting and announcement requirements but exempt from circular (including independent financial advice) and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.- 9 -DEFINITIONS In this announcement the following expressions have the following meanings unless the context requires otherwise: “Board” the board of Directors; “Brightway Asset” Brightway Asset Management Limited a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Minmetals HK; “China Minmetals” China Minmetals Corporation a state-owned enterprise established under the laws of the PRC and the ultimate controlling shareholder of the Company which is indirectly interested in approximately 61.88% of the issued share capital of the Company as at the date of this announcement; “Company” Minmetals Land Limited a company incorporated in Bermuda with limited liability and the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited; “connected person(s)” each has the meaning as ascribed to it under the Listing “controlling shareholder” Rules; and “subsidiary(ies)” “Directors” the 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” Hong Kong Special Administrative Region of the PRC; “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; “Minmetals Cheerglory” Minmetals Cheerglory Limited a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Minmetals HK; “Minmetals HK” China Minmetals H.K. (Holdings) Limited a company incorporated in Hong Kong with limited liability and an indirect non-wholly owned subsidiary of China Minmetals; - 10 -“MMG” MMG Limited a company incorporated in Hong Kong with limited liability and an indirect non-wholly owned subsidiary of China Minmetals the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1208); ‘‘PRC’’ the People’s Republic of China (for the purpose of this announcement shall exclude Hong Kong the Macao Special Administrative Region of the PRC and Taiwan); “Premises I” the premises situated at 9th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong; “Premises II” the premises situated at 11th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong; “Premises III” the premises situated at 19th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong; “Premises IV” the premises situated at Unit 1201 of 12th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong; “Premises V” the premises situated at Unit 1208 of 12th Floor China Minmetals Tower 79 Chatham Road South Tsimshatsui Kowloon Hong Kong; “Premises” Premises I Premises II Premises III and Premises IV;“Previous De Minimis the tenancy agreement entered into between Texion andAgreement” MMG on 7 July 2023 for the lease of Premises V; “Tenancy Agreement I” the tenancy agreement entered into between Texion and Brightway Asset on 12 July 2024 for the lease of Premises I; “Tenancy Agreement II” the tenancy agreement entered into between Texion and Minmetals Cheerglory on 12 July 2024 for the lease of Premises II; “Tenancy Agreement III” the tenancy agreement entered into between Texion and Minmetals HK on 12 July 2024 for the lease of Premises III; - 11 -“Tenancy Agreement IV” the tenancy agreement entered into between Texion and Minmetals Cheerglory on 12 July 2024 for the lease of Premises IV; “Tenancy Agreements” Tenancy Agreement I Tenancy Agreement II Tenancy Agreement III and Tenancy Agreement IV; “Texion” Texion Development Limited a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of the Company; “Transactions” the lease of the Premises as contemplated under the Tenancy Agreements; and “%” per cent.By order of the Board Minmetals Land Limited He Jianbo Chairman Hong Kong 12 July 2024 As at the date of this announcement the Board comprises nine directors namely Mr. He Jianbo as the Chairman and an executive director Mr. Liu Bo Mr. Chen Xingwu and Mr.Yang Shangping as executive directors Ms. He Xiaoli and Mr. Huang Guoping as non-executive directors and Mr. Lam Chung Lun Billy Ms. Law Fan Chiu Fun Fanny and Professor Wang Xiuli as independent non-executive directors.