Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2008

Jul 23, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about 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 Agile Property Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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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Agile Property Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

DISCLOSEABLE TRANSACTION

24 July 2008

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
2.	The Subscription Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
3.	Information on the Hainan Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
4.	Reasons for, and benefits of, the Subscription and the First Participation Right . . . . . . . .	19
5.	Financial effects of the Subscription . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
6.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
7.	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Appendix — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21

– i –

DEFINITIONS

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

‘‘Actual Acquired Site Area’’	the area of land constituting Phase I Site of the Hainan Project
	that have been acquired by the Project Cos as of the Closing Date
‘‘Actual Road Area’’	the area of approximately 1,031.079 Mu of land, being the land
	area granted to the Project Co-1 pursuant to the land grant
	contract entered into by and between the relevant governmental
	authorities and the Project Co-1 prior to the signing of the
	Subscription Agreement, which shall be used for the construction
	of roads within Phase I Site and linking Phase I Site to the
	Yingzhou Road Intersection (英州路口) of Hainan East Lane
	Expressway (海南東線高速), one of the major expressways from
	Sanya, Hainan Province, the PRC to Qingshuiwan, Lingshui Lizu
	Autonomous Region of Hainan Province, the PRC, and
	constituting part of Phase I Site
‘‘Additional Amount’’	part of the Consideration other than the Fixed Amount
‘‘Audited Closing Accounts’’	the audited consolidated financial statements of Crown Golden
	Group as of 31 March 2008, audited by PricewaterhouseCoopers
	in accordance with Hong Kong Standards on Auditing issued by
	the Hong Kong Institute of Certified Public Accountants
‘‘Board’’	the board of Directors
‘‘Business Day’’	any day other than a Saturday, Sunday or other day on which
	commercial banks in Hong Kong, New York, London or the PRC
	are required or authorized by law or executive order to be closed
‘‘BVI’’	British Virgin Islands
‘‘BVI-1’’	Smooth State International Limited, a company incorporated in
	the BVI and a wholly-owned subsidiary of Crown Golden, and
	also the holding company of HK-1
‘‘BVI-2’’	Pride Height Investments Ltd, a company incorporated in the BVI
	and a wholly-owned subsidiary of Crown Golden, and also the
	holding company of HK-2
‘‘Closing’’	the closing of the Subscription pursuant to the Subscription
	Agreement
‘‘Closing Date’’	the date of Closing, which is 30 June 2008
‘‘Closing Statement’’	the draft closing statement based on the Audited Closing
	Accounts showing the calculation of the Additional Amount

– 1 –

DEFINITIONS

• ‘‘Company’’ Agile Property Holdings Limited (雅居樂地產控股有限公司), a company incorporated in the Cayman Islands with limited liability and whose shares are listed on the main board of the Stock Exchange

• ‘‘Conditions’’ conditions precedent for Closing

• ‘‘Consideration’’

• the consideration payable by Crystal I for the subscription of the Subscriber Shares pursuant to the Subscription Agreement

• ‘‘Crown Golden’’ Crown Golden Investments Limited, a company incorporated in the BVI and an indirect subsidiary of the Company

• ‘‘Crown Golden Group’’ Crown Golden and its subsidiaries, including BVI-1, BVI-2, HK1, HK-2, Project Co-1 and Project Co-2

• ‘‘Crystal I’’

Crystal I Limited, a company incorporated in the Cayman Islands with limited liability, and an independent third party who is not connected with any promoters, directors, supervisors, chief executive or substantial shareholders of the Company or its subsidiaries or their respective associates

• ‘‘Deed of Indemnification’’ the deed of undertaking guarantee and indemnification entered into by the Company in favour of Crystal I on the Closing Date, including any subsequent amendment and/or supplemental deeds thereof, whereby the Company guaranteed, amongst other things the performance of Forever Fame and Crown Golden under the Subscription Agreement and the Shareholders’ Agreement, and indemnify Crystal I for all losses suffered by Crystal I in the event that any of the Security Holders exercise their rights under the Indenture, the Facility Agreement and/or any of the share pledges over (i) the shares of Crown Golden given by Forever Fame; (ii) the shares of BVI-1 and BVI-2 given by Crown Golden; (iii) the shares of HK-1 given by BVI-1; and (iv) the shares of HK-2 given by BVI-2; all in favour of the holders of the Notes

• ‘‘Deposit’’ deposits paid by Crystal I under the Subscription Agreement

• ‘‘Directors’’

• the directors of the Company

• ‘‘Drop Dead Date’’

• 31 August 2008 or such other date as Crystal I and Forever Fame agree in writing

• ‘‘Eastern Supreme’’ Eastern Supreme Group Limited, a company incorporated in the BVI with limited liability, which is a wholly-owned subsidiary of the Company

– 2 –

DEFINITIONS

‘‘Existing Shareholder Subscription	the aggregate of the Land Costs and the Primary Infrastructure
Price’’	Costs for Phase I Site of the Hainan Project and US$69.00, being
	the price payable by Forever Fame for subscription of the New
	Shares
‘‘Facility Agreement’’	the US$200,000,000 facility agreement dated 27 June 2007
	between, amongst others, the Company as borrower and The
	Hongkong and Shanghai Banking Corporation Limited as the
	mandated coordinating arranger and agent
‘‘First Participation Right’’	the first participation right granted by Forever Fame to Crystal I
	to jointly develop land in the Restricted Location, including
	Phase II Site of the Hainan Project, through Crown Golden Group
‘‘Fixed Amount’’	US$30.00, being the par value of the Subscriber Shares and part
	of the Consideration
‘‘Forever Fame’’	Forever Fame Holdings Limited, a company incorporated in the
	BVI and an indirect wholly-owned subsidiary of the Company
‘‘Group’’	the Company and its subsidiaries
‘‘Hainan Project’’	the project at the Restricted Location to be developed by the
	Project Cos and will comprise of Phase I Site and, if the Group is
	successful in acquiring Phase II Site, Phase II Site
‘‘HK-1’’	Giant Top Group Limited, a company incorporated in Hong Kong
	with limited liability, which is a wholly-owned subsidiary of
	BVI-1 and the holding company of Project Co-1
‘‘HK-2’’	On Sky Group Limited, a company incorporated in Hong Kong
	with limited liability, which is a wholly-owned subsidiary of
	BVI-2 and the holding company of Project Co-2
‘‘Hong Kong’’	The Hong Kong Special Administrative Region of the PRC
‘‘HK$’’	Hong Kong Dollars, the lawful currency of Hong Kong
‘‘Increase in Registered Capital	HK$1,190 million
Amount’’
‘‘Injection Approvals’’	approvals from the PRC authorities for injection of funds from
	HK-1 and HK-2 to the Project Cos and conversion of such
	monies into RMB

– 3 –

DEFINITIONS

‘‘Indenture’’ the Indenture dated as of 22 September 2006, among the Company, the entities named in Schedule I thereto, and HSBC Bank USA, National Association, as trustee, which governs the terms of the Notes

• ‘‘Initial Business Plan and a ten-year business plan and operation budget for the financial Operation Budget’’ years ending 31 December 2008 to 2017 of Crown Golden

• ‘‘Land Costs’’ all the land grant fees and premium, deed tax, commissions, transfer tax and other costs and expenses required for obtaining the granted land use rights certificates payable by the Project Cos

• ‘‘Land Grant Contracts’’ the State-Owned Land Use Rights Transfer Agreement in respect of Phase I Site of the Hainan Project entered into between the Project Cos and the local land bureau of the PRC

• ‘‘Latest Practicable Date’’ 21 July 2008, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Morgan Stanley’’ Morgan Stanley & Co. Incorporated, a corporation established in the State of Delaware

• ‘‘New Shares’’ sixty-nine ordinary shares of US$1.00 each in the share capital of Crown Golden

• ‘‘Non-Crown Golden Group companies within the Group excluding the companies within the Companies’’ Crown Golden Group

• ‘‘Notes’’ the 9% senior notes due 2013 in the principal amount of US$400 million issued by the Company on 22 September 2006

• ‘‘Onshore Injection’’ part or all of the Remaining Existing Subscription Consideration (up to the amount approved under the Injection Approvals) to be injected by Crown Golden into the Project Cos through HK-1 and HK-2

• ‘‘Participation Premium’’ the amount being the product of the then percentage shareholding by Crystal I in Crown Golden and the difference between the agreed value and the actual value for Land Costs and Primary Infrastructure Costs for Phase II Site actually acquired by the Project Cos

– 4 –

DEFINITIONS

‘‘Phase I Site’’	the site area for Phase I of the Hainan Project of approximately
	14,675.934 Mu jointly owned by Project Co-1 and Project Co-2,
	which shall comprise of Site IA, Site IB-1, Site IB-2 and the
	Actual Road Area
‘‘Phase II Site’’	the site area for Phase II of the Hainan Project of approximately
	7,000 Mu and which is adjacent to Phase I Site
‘‘Pre-Closing Statement’’	the pre-closing statement based on the Unaudited Closing
	Accounts showing an estimated calculation of the Additional
	Amount
‘‘PRC’’	the People’s Republic of China (excluding Hong Kong, Macau
	Special Administrative Region and Taiwan)
‘‘Primary Infrastructure Costs’’	the costs for completion of land clearance and the primary land
	and infrastructure development (七通一平及其他基礎配套)
‘‘Project Co-1’’	Hainan Agile Property Development Company Limited (海南雅居
	樂房地產開發有限公司), a wholly-owned subsidiary of HK-1
	established in the PRC to develop a part of Phase I Site in phases
‘‘Project Co-2’’	Hainan Yaheng Property Development Company Limited (海南雅
	恒房地產發展有限公司), a wholly-owned subsidiary of HK-2
	established in the PRC to develop in phases certain part of Phase
	I Site not being developed by Project Co-1
‘‘Project Cos’’	collectively, Project Co-1 and Project Co-2 and ‘‘Project Co’’
	means either Project Co-1 or Project Co-2
‘‘Remaining Existing Shareholder	the price other than US$69.00 payable by Forever Fame for
Subscription Price’’	subscription of the New Shares
‘‘Restricted Location’’	Lingshui Lizu Autonomous Municipality, Hainan Province, the
	PRC, excluding Phase I Site
‘‘RMB’’	Renminbi, the lawful currency of the PRC
‘‘Security Holders’’	the trustee for the holders of the Notes and the lenders under the
	Facility Agreement
‘‘SFO’’	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
‘‘Shareholders’’	the shareholders of the Company
‘‘Shares’’	the shares of the Company

– 5 –

DEFINITIONS

‘‘Shareholders’ Agreement’’	the shareholders’ agreement dated 30 June 2008 entered into
	between Forever Fame, Crystal I and Crown Golden, including
	any subsequent amendment and/or supplemental agreements
	thereof, which will set out the respective future rights and
	obligations of the parties thereto in respect of Crown Golden and
	its subsidiaries
‘‘Site IA’’	the pieces of land having a total site area of approximately
	6,744.522 Mu as specified in the land grant contracts executed by
	Project Co-1 with the local land bureau of the PRC with respect
	to such land and constituting part of Phase I Site
‘‘Site IB’’	Site IB-1 and Site IB-2
‘‘Site IB-1’’	the piece of land constituting part of Site IB and having a total
	site area of 4,346.8905 Mu as specified in the Land Grant
	Contracts executed by Project Co-1 and Project Co-2 with the
	local land bureau of the PRC with respect to such land
‘‘Site IB-2’’	the piece of land adjacent to Site IB-1 and having a total site area
	of approximately 2,553.4425 Mu as specified in the Land Grant
	Contracts executed by Project Co-1 and Project Co-2 with the
	local land bureau of the PRC with respect to such land
‘‘Special Dividends’’	the special dividends of an amount equal to the Additional
	Amount declared by Crown Golden to Forever Fame
‘‘Stock Exchange’’	The Stock Exchange of Hong Kong Limited
‘‘Subscriber Shares’’	30 ordinary shares of par value US$1.00 each of Crown Golden
	subscribed by Crystal I pursuant to the Subscription Agreement
‘‘Subscription’’	the subscription of the Subscriber Shares by Crystal I
	contemplated under the Subscription Agreement
‘‘Subscription Agreement’’	the Subscription Agreement entered into between Crown Golden,
	Forever Fame and Crystal I on 27 June 2008 in relation to the
	subscription of the Subscriber Shares by Crystal I in Crown
	Golden, including any subsequent amendment and/or
	supplemental agreements thereof
‘‘Unaudited Closing Accounts’’	the unaudited consolidated balance sheet of Crown Golden and its
	subsidiaries as at 30 April 2008
‘‘US$’’	United States dollars, the lawful currency of the United States of
	America
‘‘%’’	per cent.

For the purpose of this circular, unless provided otherwise RMB1 shall be converted into HK$1.139 and US$1 shall be converted into HK$7.807 respectively.

– 6 –

LETTER FROM THE BOARD

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Agile Property Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

Executive Directors: Mr. Chen Zhuo Lin (Chairman) Mr. Chan Cheuk Yin (Vice-Chairman and Co-President) Ms. Luk Sin Fong, Fion (Vice-Chairlady and Co-President) Mr. Chan Cheuk Hung Mr. Chan Cheuk Hei Mr. Chan Cheuk Nam

Independent non-executive Director: Dr. Cheng Hon Kwan Mr. Kwong Che Keung, Gordon Mr. Cheung Wing Yui

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in the PRC: Agile Hotel Jinyong Road, Sanxiang Town Zhongshan City Guangdong Province, PRC Post Code: 528463

Place of business in Hong Kong: 20/F 238 Nathan Road Kowloon Hong Kong

24 July 2008

To the Shareholders and to the holders of the Notes

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

1. INTRODUCTION

By an announcement dated 3 July 2008, the Board announced that that on 27 June 2008, Crown Golden and Forever Fame, both indirect wholly-owned subsidiaries of the Company, entered into the Subscription Agreement with Crystal I, whereby Crystal I agreed to subscribe for the Subscriber Shares at the Consideration and Forever Fame agreed to subscribe for the New Shares at the Existing Shareholder Subscription Price. On completion of the transactions contemplated under the Subscription Agreement which took place on 30 June 2008, each of Forever Fame and Crystal I owns 70% and 30%

– 7 –

LETTER FROM THE BOARD

shareholding interests in Crown Golden respectively. Forever Fame has also granted to Crystal I a first participation right to jointly develop other real estate projects in the Restricted Location at the same percentage shareholding as that in Crown Golden.

The transaction contemplated under the Subscription constitutes a discloseable transaction for the Company under the Listing Rules and will be subject to the disclosure requirements as set out in Chapter 14 of the Listing Rules. The main purpose of this circular is to provide you with further particulars regarding the Subscription.

2. THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarized below.

Date:

27 June 2008

Parties:

• (1) Crown Golden, an indirect wholly-owned subsidiary of the Company and a wholly-owned subsidiary of Forever Fame;

• (2) Forever Fame, an indirect wholly-owned subsidiary of the Company; and

• (3) Crystal I.

To the best of the knowledge, information and belief of the Directors, and having made all reasonable enquiry, Crystal I and the ultimate beneficial owner of Crystal I are third parties independent of the Company and connected persons, as defined in the Listing Rules, of the Company as at the date of the Subscription Agreement. As at the date of this circular, except the Subscription as disclosed herein, there are no prior transactions between the Group and Crystal I together with its ultimate beneficial owners which would require such transactions to be aggregated with the Subscription under Rule 14.22 of the Listing Rules.

The principal business of Crystal I is investment holding and its sole asset is the 30% shareholding interest in Crown Golden after the Closing. Crystal I was introduced to the Company by Morgan Stanley, which was the sponsor of the Company for the initial public offering of the shares of the Company and its listing on the Stock Exchange and also jointly arranged issuance of the Notes. Morgan Stanley is a third party independent of the Company and is not a connected persons of the Company as defined under the Listing Rules.

Each of MSREF VI Investments (China) Ltd. and SSF III Honolulu Holdings Limited is a company incorporated in the Cayman Islands, and they beneficially own two thirds and one third of the issued share capital of Crystal I respectively. The aforesaid companies are owned by funds managed and partly owned by Morgan Stanley. Morgan Stanley will be treated as connected person of the Company under Rule 14A.11 of the Listing Rules following the completion of the Subscription, and the Company

– 8 –

LETTER FROM THE BOARD

will comply with all applicable requirements under Chapter 14A of the Listing Rules for any future transactions between the Company and Morgan Stanley and further announcement will be made by the Company in this regard.

Subject of the Subscription

Pursuant to the Subscription Agreement, Crystal I has agreed to subscribe for, and Crown Golden has agreed to issue and allot to Crystal I, the Subscriber Shares, namely thirty (30) ordinary shares of US$1.00 each in Crown Golden, and Forever Fame agreed to subscribe for, and Crown Golden agrees to issue and allot to Forever Fame, the New Shares, namely sixty-nine (69) ordinary shares of US$1.00 each in Crown Golden, at the Existing Shareholder Subscription Price. As at the date of the Subscription Agreement, Crown Golden has issued one share of US$1.00 to Forever Fame. On Closing, each of Forever Fame and Crystal I owns 70% and 30% shareholding interests in Crown Golden respectively. Pursuant to the Subscription Agreement, Forever Fame has agreed to pay for all of the Land Costs and the Primary Infrastructure Costs for Phase I Site of the Hainan Project, as well as repayment of all advances from Non-Crown Golden Group Companies to the Project Cos that were used for payment of the Land Costs and the Primary Infrastructure Costs for Phase I Site of the Hainan Project. All such payment and repayment of such advances shall be financed by the subscription of the New Shares by Forever Fame.

Consideration

The total consideration for the subscription of the Subscriber Shares payable by Crystal I consists of the following:

• (i) the Fixed Amount of US$30.00, being the par value of the Subscriber Shares, deemed to have been paid on the Closing Date; and

• (ii) the Additional Amount of approximately RMB5,283,336,240, which is determined based on the following formula:

• (A + B – C) x 30%

whereby

• A = agreed value for the total Land Costs and Primary Infrastructure Costs of Phase I Site;

• B = assets of the Crown Golden Group other than assets or capitalized costs and expenses relating to (i) the Land Costs of Phase I Site; and (ii) the Primary Infrastructure Costs of Phase I Site;

• C = liabilities and loans extended to the Crown Golden Group as at the Closing Date excluding all payables and other liabilities of the Crown Golden Group (including loans extended to the Crown Golden Group by Non-Crown Golden Group Companies) in respect of the (i) Land Costs of Phase I Site; and (ii) the Primary Infrastructure Costs of Phase I Site.

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LETTER FROM THE BOARD

Crystal I has already paid, and Forever Fame has been authorized by Crown Golden to receive US$ equivalent to, RMB1,512,000,000, RMB1,000,000,000 and RMB1,052,000,000, being an aggregate of RMB3,564,000,000 (equivalent to HK$4,059,396,000), on 22 June 2007, 10 October 2007 and 20 June 2008 respectively under the Subscription Agreement as the Deposit and part payment of the Consideration. At the respective payment dates, there is no legally binding agreement between the parties to proceed with the Subscription and such payment is merely a deposit and/or sincerity money to show the good intention of the parties to proceed to discuss the commercial terms relating to the joint venture of the Hainan Project.

The Company has prepared the Unaudited Closing Accounts and the Pre-Closing Statement and deliver the same to Crystal I. Within twenty Business Days after the Closing Date, the Company will deliver the Audited Closing Accounts and the Closing Statement to Crystal I.

At Closing, the Deposit has been applied as full payment of the Fixed Amount and part payment of the Additional Amount. The remaining Additional Amount has been paid and/or will be paid in installments as follows:

• (i) Crown Golden has issued a payment advice on 30 June 2008 to Crystal I together with the Pre-Closing Statement, and has now received the amount of US$96,479,898.99 from Crystal I, and under the Subscription Agreement, such amount is deemed to equal RMB661,948,586.97. Such sum together with the Deposit constitute 80% of the estimated Additional Amount, on the assumption that the Actual Acquired Site Area shall include all of the land area of Site IA, Site IB and the Actual Road Area, and based on the calculations in the Pre-Closing Statement;

• (ii) When the Project Cos shall have obtained all the land use rights certificates for all of the land area of Site IA, Site IB and the Actual Road Area, Crown Golden shall have delivered the Audited Closing Accounts and Closing Statement to Crystal I, and Crown Golden, Forever Fame and Crystal I shall have agreed on the calculation of the Additional Amount in the Closing Statement, Crown Golden will issue a payment advice to Crystal I, and Crystal I will pay the remaining unpaid Additional Amount, being the difference between the Consideration as calculated in the Closing Statement, and the aggregate amount already received by the Crown Golden from Crystal I; and

• (iii) At present, Project Co-1 is in discussion with the local land bureau of the PRC for increase of the land area for an additional area in the land use rights certificates for Site IA to reflect the land area set out in the Land Grant Contracts for Site IA originally agreed to be granted by the local land bureau of the PRC to Project Co-1. If Project Co1 is able to obtain the additional land area in the land use rights certificate for Site IA by no later than 31 December 2008, Crown Golden will issue a payment advice to Crystal I, and Crystal I will pay a top-up amount on the Additional Amount calculated based on such increase in the Actual Acquired Site Area. It is anticipated that the Audited Closing Accounts will not differ substantially from the management accounts of the Crown Golden Group so as to lead to a material change in the Additional Consideration and the said top up amount is estimated to be around RMB4.2 million.

As at the date of this circular , Land Grant Contracts have been entered into in respect of each of the Site IA, Site IB-1, Site IB-2 and the Actual Road Area.

– 10 –

LETTER FROM THE BOARD

The total Consideration for the Subscription is estimated to be approximately RMB5,283,336,446 (equivalent to approximately HK$6,017,720,211), excluding the said top up amount. The Consideration is determined after arms length negotiation between the parties with reference to Crystal I’s 30% proposed shareholding in Crown Golden, the Actual Acquired Site Area, the assets of the Crown Golden Group and that Forever Fame shall be responsible for paying all the Land Costs and the Primary Infrastructure Costs of the Actual Acquired Site Area, as well as advances from Non-Crown Golden Group Companies to the Project Cos that were used for payment of the Land Costs and the Primary Infrastructure Costs for Phase I Site of the Hainan Project. Further announcement will be made by the Company if there is any change in the Consideration (if any).

Before Closing, Crown Golden has declared the Special Dividends to Forever Fame and the Deposit received by Forever Fame shall be deemed to be part payment of such Special Dividends by Crown Golden to Forever Fame. When Crown Golden receives further part payment of the Consideration, the same will be immediately paid out to Forever Fame as part payment of the Special Dividends by Crown Golden.

Existing Shareholder Subscription Price

The Existing Shareholder Subscription Price for the subscription of the New Shares payable by Forever Fame to Crown Golden shall consist of the following:

• (i) US$69.00, being the par value of the New Shares; and

• (ii) the aggregate of the actual Land Costs for the Actual Acquired Site Area and the actual Primary Infrastructure Costs for the Actual Acquired Site Area.

At Closing, all of the shareholder’s loans due to Forever Fame from Crown Golden have been capitalized by the subscription of the New Shares as part payment of the Existing Shareholder Subscription Price. The amount of such shareholder’s loans is approximately RMB1,207 million (equivalent to approximately HK$1,375 million) as at the Closing Date. As and when Crown Golden shall have received part payment of the Consideration after Closing from Crystal I and paid to Forever Fame as part payment of the Special Dividends, Forever Fame shall immediately inject such amount into Crown Golden for payment of the Remaining Existing Shareholder Subscription Price. As at the date of signing of the Subscription Agreement, the Land Costs for Phase I Site has already been determined but the Primary Infrastructure Costs for Phase I Site will 一 be determined once land clearance and the primary land and infrastructure development (七通 平 及其他基礎配套) for Phase I Site is completed. The land clearance and the primary land and infrastructure development (七通一平及其他基礎配套) for Phase I Site will be completed in phases and it is estimated that their completion will take around 10 years.

It is estimated that the Existing Shareholder Subscription Price to be approximately US$418 million (equivalent to approximately RMB2,900 million) (comprising US$69.00 being the par value of the New Shares, Land Costs for Phase I Site of approximately RMB2,600 million (equivalent to approximately HK$2,961 million) and a budgeted Primary Infrastructure Costs for Phase I Site of approximately RMB300 million (equivalent to approximately HK$342 million)). The Remaining Existing Shareholder Subscription Price is estimated to be around RMB1,693 million (equivalent to approximately HK$1,928 million), being the difference between the Existing

– 11 –

LETTER FROM THE BOARD

Shareholder Subscription Price and the shareholder’s loan due from Crown Golden to Forever Fame immediately prior to Closing and will be adjusted when the actual Primary Infrastructure Costs for Phase I Site is determined. Should the actual Land Costs for Phase I Site and the actual Primary Infrastructure Costs for Phase I Site be in excess of US$418 million, Forever Fame shall inject further funds into Crown Golden to top up the Existing Shareholder Subscription Price As such, Forever Fame will pay such top up amount (if any) after the audited Primary Infrastructure Costs for Phase I Site is determined.

At present, the Project Cos have obtained approvals from the authorities of the PRC to increase their aggregate registered capital by an amount of HK$1,190 million. The Project Cos will also apply for further increase in their aggregate registered capital by a further amount equal to the difference between the Remaining Shareholder Subscription Consideration and HK$1,190 million. Once approvals from the PRC authorities have been obtained for injection of funds from HK-1 and HK-2 to the Project Cos and conversion of such monies into RMB, part or all of the Remaining Existing Subscription Consideration (up to the amount approved under the Injection Approvals) shall be injected by Crown Golden into the Project Cos through HK-1 and HK-2 to pay up the outstanding Land Costs for Phase I Site of the Hainan Project, the outstanding Primary Infrastructure Costs for Phase I Site of the Hainan Project and repayment of advances by the NonCrown Golden Group Companies to the Project Cos that were used to pay for the Land Costs and Primary Infrastructure Costs for Phase I Site of the Hainan Project.

After Closing but prior to the date when the Project Cos obtain the Injection Approvals for an amount of not less than the Remaining Existing Subscription Price, Forever Fame shall be entitled to borrow from Crown Golden on an interest free basis the difference between the Remaining Existing Shareholder Subscription Price and the unpaid portion of the Increase in Registered Capital Amount from time to time, provided that the Company shall procure NonCrown Golden Group Companies to advance further monies on an interest free basis to the Project Cos to pay the outstanding Land Costs and the outstanding Primary Infrastructure Costs for Phase I Site of the Hainan Project from time to time. Such advance from the Non-Crown Golden Group Companies to the Project Cos does not constitute connected transactions as defined in Chapter 14A of the Listing Rules as the Non-Crown Golden Group Companies are all wholly-owned subsidiaries of the Company that do not include the Crown Golden Group Companies and none of Crystal I and Morgan Stanley is a connected person of the Company other than due to its interest in Crown Golden. Such interest free loan shall be repaid by Forever Fame to Crown Golden when the Injection Approvals have been obtained to facilitate the Onshore Injection.

Closing

The Closing has taken place on 30 June 2008 and conditional upon, amongst other things, the fulfillment of the following Conditions, which may be waived by Crystal I in writing to Crown Golden and Forever Fame:

• (a) the Land Grant Contracts executed by Project Co-1 and the relevant local land bureau of the PRC and the granted land use rights certificates obtained by Project Co-1 for the grant of 6,744.522 Mu of land for Site IA remain in full force and effect and enforceable in accordance with the terms and conditions thereof, all the Land Costs in connection with the acquisition of Site IA that are required to be paid in full as at the

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LETTER FROM THE BOARD

Closing Date in accordance with the terms and conditions of such Land Grant Contracts have been paid in full as at the Closing Date, and no breach shall have occurred in respect of such Land Grant Contracts, and no revocation shall have occurred in respect of such granted land use rights certificates;

• (b) the Land Grant Contracts executed by Project Co-1 with the relevant local land bureau of the PRC for the Actual Road Area remain in full force and effect and enforceable in accordance with the terms and conditions thereof, all the Land Costs in connection with the acquisition of the Actual Road Area that are required to be paid in full as at the Closing Date in accordance with the terms and conditions of such Land Grant Contracts have been paid in full as at the Closing Date, and no breach shall have occurred in respect of such Land Grant Contracts;

• (c) the Land Grant Contracts executed by Project Co-1 and Project Co-2 and the relevant local land bureau of the PRC for the grant of not less than 4,346.8905 Mu of land for Site IB-1 remain in full force and effect and enforceable in accordance with the terms and conditions thereof, all the Land Costs in connection with the acquisition of Site IB1 that are required to be paid in full as at the Closing Date in accordance with the terms and conditions of such Land Grant Contracts have been paid in full as at the Closing Date, and no breach shall have occurred in respect of such Land Grant Contracts;

• (d) the auction sales confirmatory agreements executed by Project Co-1 and Project Co-2 with the relevant local land bureau of the PRC with respect to the Site 1B-2 for the grant of not less than 2,553.4425 Mu of land remain in full force and effect and enforceable in according with the terms and conditions thereof, all the Land Costs in connection with Site IB-2 that are required to be paid in full as at the Closing Date in accordance with the terms and conditions of such auction sales confirmatory agreements have been paid in full as at the Closing Date, and no breach shall have occurred in respect of such auction sales confirmatory agreements;

• (e) the Shareholders’ Agreement having been duly executed by Forever Fame, Crown Golden and Crystal I;

• (f) all warranties given by Crown Golden and Forever Fame in favour of Crystal I under the Subscription Agreement remaining true, correct, accurate and not misleading in all material respects on the Closing Date as if made on or as of the Closing Date;

• (g) compliance of pre-closing undertaking and performance of conditions under the Subscription Agreement by Crown Golden and Forever Fame;

• (h) there being no encumbrance over any equity interest/shares or assets of any company within the Crown Golden Group (other than those encumbrances created as a result of the Notes) and the Crown Golden Group not having any outstanding debts (except as otherwise agreed by Crystal I and Forever Fame);

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LETTER FROM THE BOARD

• (i) no events of force majeure having occurred and no event with respect to any company within the Crown Golden Group or any part of Phase I Site acquired by Crown Golden Group having occurred which have, or could lead to, material adverse effect on the financial condition, business, results of operations, properties, assets or prospects of Crown Golden Group or its properties, taken as a whole;

• (j) amendment of the articles of association of Crown Golden in the form agreed between Crystal I and Forever Fame and adopted by its shareholders;

• (k) if required by the Listing Rules, the Company having obtained the approval of its Shareholders of the transactions contemplated in the Subscription Agreement;

• (l) the Company having issued the Deed of Indemnification in favour of Crystal I;

• (m) each of Crown Golden and Forever Fame having delivered to Crystal I a certificate, dated the Closing Date and signed by their respective Chief Executive Officer, certifying that the conditions precedent for the Subscription Agreement have been satisfied;

• (n) delivery of PRC, BVI, Cayman Islands and Hong Kong legal opinions in respect of the Company, Forever Fame, the Crown Golden Group and the Hainan Project, in form and substance to the reasonable satisfaction of Crystal I;

• (o) delivery of a copy of the legal advice and memorandum issued and delivered by the Company’s legal adviser as to the laws of the United States of America advising Crown Golden on effects of the Notes, the Indenture and the Facility Agreement on the transactions contemplated under the Subscription Agreement, Shareholders’ Agreement and the Deed of Indemnification to Crystal I in form and substance satisfactory to Crystal I;

• (p) the issue and allotment of the New Shares to the Existing Shareholder at the Existing Shareholder Subscription Price; and

• (q) Crown Golden having delivered to Crystal I the Initial Business Plan and Operation Budget, in form and substance satisfactory to Crystal I, and there having been no revocation or amendment of any part of such Initial Business Plan and Operation Plan.

If the Conditions are not fulfilled by the Drop Dead Date, or otherwise waived by Crystal I in writing, Crystal I may elect either to:

• (i) defer the Closing Date to a date within forty-five days after the Drop Dead Date; or

• (ii) terminate the Subscription Agreement whereupon Forever Fame shall refund to Crystal I the US$ amount received from Crystal I as Deposit plus interest accrued on the Deposit as from the date of payment to the date of refund at the rate of 9% per annum, or in the event that the Conditions have not been fulfilled due to the failure of Crown Golden or Forever Fame to use all reasonable endeavors to fulfill such Conditions, and other than due to the default of Crystal I, then the interest rate shall be 25% per annum; or

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LETTER FROM THE BOARD

(iii) proceed to Closing on the fifteenth Business Day after the Drop Dead Date.

If the Conditions are not fulfilled by the Drop Dead Date due to the fault or default of Crystal I and not due to the fault or default of Forever Fame or Crown Golden, Forever Fame or Crown Golden may terminate the Subscription Agreement whereupon Forever Fame shall only be required to refund the Deposit to Crystal I without interest.

First Participation Right

Forever Fame has also granted the First Participation Right to jointly develop land in the Restricted Location, including Phase II Site of the Hainan Project, through Crown Golden Group to Crystal I. If the PRC government determines to invite tender or bidding for acquisition of land use rights in the Restricted Location, including but not limited to Phase II Site, then the Company will determine whether it wishes to participate in the tender or bidding process for such acquisition in the Restricted Location.

If the Company wishes to participate in such tender or bidding, then the Company, through Forever Fame, will inform Crystal I of its intention. If Crystal I wishes to participate in the future development of such land in the Restricted Location which is the subject of such bidding or tender, it will notify Forever Fame through the exercise of the First Participation Right, in which case the Company shall participate in such tender or bidding through the Crown Golden Group. If the Crown Golden Group is successful in acquiring such land, then the land will be developed and financed on terms and conditions to be agreed between the shareholders of Crown Golden. If Crystal I determines not to participate in the future development of such land, then the Company will participate in such tender or bidding through other Non-Crown Golden Group Companies. The exercise the First Participation Right is at the discretion of Crystal I.

The Company has not received any additional consideration for the grant of such First Participation Right to Crystal I.

If the exercise of the First Participation Right relates to Phase II Site within the Restricted Location, and Crown Golden Group successfully acquires Phase II Site, the then shareholders of Crown Golden shall be responsible for financing all costs and expenses in respect of the acquisition of Phase II Site and its development on a pro-rata basis, where Crown Golden Group is unable to obtain external financing for such acquisition and development. In addition, Crystal I may pay a Participation Premium to Forever Fame if the actual Land Costs and Primary Infrastructure Costs for Phase II Site actually acquired by the Project Cos is less than the agreed value for such Land Costs and Primary Infrastructure Costs for Phase II Site actually acquired by the Project Cos. The said agreed value is determined on the same basis as for Phase I Site, and adjusted depending on land area of Phase II Site actually acquired by the Project Cos. The said actual and agreed values for the Land Costs and Primary Infrastructure Costs for Phase II Site are yet to be determined and will depend on when the PRC government will determine to invite tender or bidding for acquisition of land use rights constituting part or all of Phase II Site and whether the Company will determine to participate in the tender or bidding process for such acquisition in Phase II Site.

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LETTER FROM THE BOARD

The Participation Premium is determined after arms length negotiation between Forever Fame and Crystal I with reference to Crystal I’s then proposed percentage shareholding in Crown Golden, the estimated land grant fees and premium, deed tax, commissions, transfer tax and other costs and expenses required for obtaining the granted land use rights certificates payable by the Project Cos in connection with the acquisition of Phase II Site and the estimated costs for 一 completion of land clearance and the primary land and infrastructure development (七通 平及其 他基礎配套) for Phase II Site and the possible net profit that Forever Fame would have made should Forever Fame be responsible for paying all such acquisition costs and development costs for Phase II Site.

As at the date of this circular, the First Participation Right has not been exercised by Crystal I and the exercise of the First Participation Right will depend on when the PRC government will determine to invite tender or bidding for acquisition of land use rights in the Restricted Location and whether the Company will determine to participate in the tender or bidding process for such acquisition in the Restricted Location. If and when the PRC government determines to invite tender or bidding for acquisition of land use rights in the Restricted Location and the Company determines to participate in such bidding or tender process, the Company will comply with all applicable requirements under the Listing Rules, including the reporting and announcement requirements under Chapters 14 and 14A of the Listing Rules and the aggregation rule under Rule 14.22 of the Listing Rules, and further announcement will be made by the Company.

3. INFORMATION ON THE HAINAN PROJECT

Crown Golden was established on 15 February 2007 for the sole purpose of investing in the Hainan Project through the Project Cos. Crown Golden holds 100% of the total issued and outstanding shares of BVI-1 and BVI-2 and has no other major assets save as aforesaid. BVI-1 and BVI-2 were established on 26 January 2006 and 28 August 2006 respectively for holding 100% of the total issued and outstanding share capital of HK-1 and HK-2 respectively and both have no other major assets save as aforesaid. HK-1 and HK-2 were established on 21 June 2007 and 3 September 2007 respectively for holding 100% of the equity interest of Project Co-1 and Project Co-2 respectively and both have no other major assets save as aforesaid. Project Co-1 was established on 4 September 2006 to develop a part of Phase I Site in phases and Project Co-2 was established on 17 May 2007 to develop in phases certain part of Phase I Site not being developed by Project Co-1, and both have no other major assets save as aforesaid.

The Hainan Project is a comprehensive resort town development located at the Restricted Location. The total site for the Hainan Project will have an estimated site area of approximately 22,000 Mu. The Hainan Project will be developed in two phases, namely, Phase I Site and Phase II Site.

Phase I Site of the Hainan Project will be developed by the Project Cos and will comprise of Site IA, Site IB and the Actual Road Area. Site IA has a site area of 6,744.522 Mu and Site IB is estimated to have a site area of approximately 6,900 Mu. The Actual Road Area is approximately 1,031.079 Mu, which shall be used for the construction of roads within Phase I Site and linking Phase I to the Yingzhou Road Intersection (英州路口) of the Hainan East Lane Expressway (海南東線高速), one of the major expressways from Sanya, Hainan Province, the PRC to Qingshuiwan, Lingshui Lizu Autonomous Region of Hainan Province, the PRC. As at the date of the Subscription Agreement, Project

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Co-1 and Project Co-2 have acquired the development right and granted land use rights of Phase I Site and the rights over allocated land for the Actual Road Area through public auctions. The overall average plot ratio for Phase I Site (excluding the Actual Road Area) will not be less than 0.80x.

Phase II Site of the Hainan Project involves various pieces of land that are adjacent to Phase I Site. It is estimated that Phase II Site will have a site area of approximately 7,000 Mu. Forever Fame has granted a first participation right for acquiring and developing land within the Restricted Location, which includes Phase II Site, to Crystal I.

The structure of the Crown Golden Group before and after the Subscription are as follow:

Before the Closing

100% 100% 100%

	100%			100%
	100%			100%
	100%			100%

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LETTER FROM THE BOARD

After the Closing

	100% 100%	100% 100%	100% 100%	100% 100%
	70% 30%

	100%			100%
	100%			100%
	100%			100%

4. REASONS FOR, AND BENEFITS OF, THE SUBSCRIPTION AND THE FIRST PARTICIPATION RIGHT

The Group is one of the leading property developer in China. The Group focuses on the development and sale of high-quality private residential properties and engages primarily in the development of large-scale property projects comprising multiple phases and offers a broad range of products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments. The majority of the Group’s products target middle and uppermiddle class purchasers, including white collar workers, mid-level and senior-level managers, entrepreneurs and civil servants. In addition to residential properties, the Group develops commercial properties, including retail shops complementary to the residential developments of the Group as well as commercial complexes in strategic locations. The Group also engages in ancillary property-related businesses such as property management, interior decoration and hotel.

As the Hainan Project is a high-end resort and residential development project, with the total estimated site area of approximately 22,000 Mu, the Directors consider that the transactions contemplated under the Subscription Agreement is in line with the Group’s principal activities and believe the investment of Crystal I will increase public confidence in the Group and its products, and the cash proceeds derived from dividends declared and paid out of Crown Golden to Forever Fame can be

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used to further strengthen the Group’s competitiveness in the property development market by providing the Group with additional cashflow to take up other good opportunities and investments in the PRC property market and diversify its business to other parts of the PRC. However, as at the date of this circular, the Company has not yet identified such opportunities and investments in the PRC property market. The amount of investment of Crystal I will be used for the development of the Hainan Project.

The Directors (including independent non-executive Director) believe that the terms and conditions of the Subscription Agreement are made on an arm’s length basis and on normal commercial terms, and are made in the ordinary and usual course of business of the Group and are fair and reasonable and in the interest of the Shareholders as a whole.

5. FINANCIAL EFFECTS OF THE SUBSCRIPTION

The accounts of the Crown Golden Group will be consolidated with the accounts of the Company before and after Closing, as Crown Golden will remain a subsidiary of the Company after Closing. Each of the Crown Golden Group companies has not been in operation since its incorporation date until its involvement in the Hainan Project, the development of which started from February 2007, and as such there is only one consolidated account of the Crown Golden Group as at 31 March 2008 and no financial information for the second last financial year is available for each of the Crown Golden Group companies. According to the consolidated accounts of the Crown Golden Group as at 31 March 2008, the Crown Golden Group has a net asset value of RMB61,841,000. According to the consolidated management accounts of the Crown Golden Group as at 31 March 2008, the profit before and after tax for the Crown Golden Group are RMB29,905,203 and RMB28,818,822 respectively.

Profit generated from this transaction will be recognized in the accounts of the Company for the year ending 31 December 2008. The profit to be recognized will be the difference between the Consideration and 30% of the total investment in Crown Golden by Forever Fame (including 30% of the Existing Shareholder Subscription Price). The Company estimates the profit arising from this transaction to be approximately RMB4,200,000,000. The total assets and earnings of the Group will be increased upon completion of the Subscription by approximately RMB5,300,000,000 and approximately RMB4,200,000,000 respectively but this will not have any material impact on the liabilities of the Group.

6. GENERAL

The Subscription constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

7. ADDITIONAL INFORMATION

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

Yours faithfully, for and on behalf of the Board

WAI Ching Sum

Deputy General Manager and Company Secretary

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(a) Directors and chief executive

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

• Approximate % of existing issued share

• Number of capital of

• Name of Director Shares held the Company Capacity Chen Zhuo Lin 2,190,530,000 58.48% Beneficiary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and corporate interests of 10,000,000 Shares (Note 2 & 3)

• Chan Cheuk Yin 2,184,530,000 58.32% Beneficiary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and corporate interests of 4,000,000 Shares (Note 4)

• Luk Sin Fong, Fion 2,190,530,000 58.48% Beneficiary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and corporate interests of 10,000,000 Shares (Note 2 & 3)

• Chan Cheuk Hung 2,180,530,000 58.21% Beneficiary of a trust (Note 1) (Long position)

• Chan Cheuk Hei 2,185,530,000 58.35% Beneficiary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and beneficial owner of 5,000,000 Shares (Note 5)

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GENERAL INFORMATION

APPENDIX

Approximate % of existing issued share Number of capital of Name of Director Shares held the Company Capacity Chan Cheuk Nam 2,186,558,000 58.38% Beneficiary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and beneficial owner of 6,028,000 Shares

Notes:

1. The interests of Mr. Chen Zhuo Lin, Mr. Chan Cheuk Yin, Ms. Luk Sin Fong, Fion, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Hei and Mr. Chan Cheuk Nam represent 2,180,530,000 Shares held by Top Coast Investment Limited (‘‘Top Coast’’) on a family trust in favour of them.

2. 5,000,000 Shares are held through a corporation, Brilliant Hero Capital Limited, which is owned by Mr. Chen Zhuo Lin and Ms. Luk Sin Fong, Fion equally. Each of Mr. Chen Zhuo Lin and Ms. Luk Sin Fong, Fion is deemed to be interested in the underlying shares owned by Brilliant Hero Capital Limited.

3. 5,000,000 Shares are held through a corporation, Famous Tone Investments Limited, which is owned by Mr. Chen Zhuo Lin and Ms. Luk Sin Fong, Fion equally. Each of Mr. Chen Zhuo Lin and Ms. Luk Sin Fong, Fion is deemed to be interested in the underlying shares owned by Famous Tone Investments Limited.

4. Such 4,000,000 Shares are held through a corporation, Renowned Idea Investments Limited, which is whollyowned by Mr. Chan Cheuk Yin.

5. Such 5,000,000 Shares are jointly held by Mr. Chan Cheuk Hei and his spouse, Ms. Lu Yanping.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company held any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange.

(b) Substantial shareholders

As at the Latest Practicable Date, according to the register of interests kept by the Company under section 336 of the SFO and so far as was known to the Directors and chief executive of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were,

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GENERAL INFORMATION

APPENDIX

directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or in any option in respect of such capital:

• (i) Interests in the Company

• Approximate %

• of existing issued

• Number of share capital of

• Name of Shareholder Shares held the Company Capacity Top Coast 2,180,530,000 58.21% Trustee (Long position)

• Zheng Huiqiong 2,180,530,000 58.21% Family interests (Note 1) (Long position)

• Lu Liqing 2,180,530,000 58.21% Family interests (Note 2) (Long position)

• Lu Yanping 2,185,530,000 58.35% Family interests of 2,180,530,000 Shares (Long position) (Note 3) and beneficial owner of 5,000,000 Shares (Note 4)

• Chan Siu Na 2,180,530,000 58.21% Family interests (Note 5) (Long position)

• UBS AG 282,401,135 7.54% Beneficial owner of 263,946,170 Shares, (Long position) security interests of 12,326,455 Shares and corporate interests of 6,128,510 Shares (Note 6)

• 91,074,844 2.43% Beneficial owner of 90,033,646 Shares and

• (Short position) corporate interests of 1,041,198 Shares (Note 7)

• JP Morgan Chase & 191,409,333 5.11% Beneficial owner of 32,985,077 Shares, Co. (Long position) investments manager of 115,788,000 Shares and custodian of 42,636,256 Shares (Note 8)

• 8,886,000 0.24% Beneficial owner (Note 8)

• (Short position)

  • 58.35% Family interests of 2,180,530,000 Shares (Note 3) and beneficial owner of 5,000,000 Shares (Note 4)

  • 7.54% Beneficial owner of 263,946,170 Shares, security interests of 12,326,455 Shares and corporate interests of 6,128,510 Shares (Note 6)

  • 2.43% Beneficial owner of 90,033,646 Shares and corporate interests of 1,041,198 Shares (Note 7)

Notes:

1. Ms. Zheng Huiqiong, spouse of Mr. Chan Cheuk Yin, Director.

2. Ms. Lu Liqing, spouse of Mr. Chan Cheuk Hung, Director.

3. Ms. Lu Yanping, spouse of Mr. Chan Cheuk Hei, Director.

4. Such 5,000,000 Shares are jointly held by Ms. Lu Yanping and her spouse Mr. Chan Cheuk Hei, Director. Ms. Lu Yanping is deemed or taken to be interested in such Shares.

5. Ms. Chan Siu Na, spouse of Mr. Chan Cheuk Nam, Director.

6. UBS AG is deemed to be interested in 4,883,000 Shares, 527,510 shares, 474,000 shares and 244,000 Shares held by UBS Securities LLC, UBS Global Asset Management Life Ltd., UBS Global Asset Management (Japan) Ltd and UBS Fund Management (Switzerland) AG respectively by virtue of its 100% interest therein.

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GENERAL INFORMATION

APPENDIX

1. UBS AG is deemed to be interested in 903,198 Shares and 138,000 Shares held by UBS Securities LLC and UBS Fund Services (Luxembourg) SA respectively by virtue of its 100% interest therein.

2. JPMorgan Chase & Co. is deemed to be interested in total of 191,409,333 Shares in long position and 8,886,000 Shares in short position.

   • i. JPMorgan Chase Bank, N.A. holds 49,254,256 Shares in the Company. JPMorgan Chase Bank, N.A. is a wholly-owned subsidiary of JPMorgan Chase & Co.

   • ii. J.P.Morgan Investment Management Inc. holds 18,414,000 Shares in the Company. J.P.Morgan Investment Management Inc. is a wholly-owned subsidiary of JPMorgan Asset Management Holdings Inc.. JPMorgan Asset Management Holdings Inc. is a wholly-owned subsidiary of JPMorgan Chase & Co.

   • iii. J.P.Morgan Whitefriars Inc. holds 32,985,077 Shares in long position and 8,112,000 Shares in short position in the Company. J.P.Morgan Whitefriars Inc. is a wholly-owned subsidiary of J.P.Morgan Overseas Capital Corporation. J.P.Morgan Overseas Capital Corporation is a whollyowned subsidiary of J.P.Morgan International Finance Limited. J.P.Morgan International Finance Limited is a wholly-owned subsidiary of Bank One International Holdings Corporation. Bank One International Holdings Corporation is a wholly-owned subsidiary of J.P.Morgan International Inc.. J.P.Morgan International Inc. is a wholly-owned subsidiary of JPMorgan Chase Bank, N.A.. JPMorgan Chase Bank, N.A. is a wholly-owned subsidiary of JPMorgan Chase & Co.

   • iv. JPMorgan Asset Management (Japan) Limited holds 2,044,000 Shares in the Company. JPMorgan Asset Management (Japan) Limited is a wholly-owned subsidiary of JPMorgan Asset Management (Asia) Inc..

   • v. JPMorgan Asset Management (Canada) Inc. holds 2,352,000 Shares in the Company.

   • vi. JPMorgan Asset Management (UK) Limited holds 86,218,000 Shares in the Company. JPMorgan Asset Management (UK) Limited is a wholly-owned subsidiary of JPMorgan Asset Management Holdings (UK) Limited. JPMorgan Asset Management Holdings (UK) Limited is a wholly-owned subsidiary of JPMorgan Asset Management International Limited.

   • vii. JPMorgan Asset Management (London) Limited holds 142,000 Shares in the Company. JPMorgan Asset Management (London) Limited is a wholly-owned subsidiary of JPMorgan Asset Management (UK) Limited.

   • viii. JPMorgan International Derivatives Ltd. holds 774,000 short position Shares in the Company. JPMorgan International Derivatives Ltd. is a wholly-owned subsidiary of J.P.Morgan International Finance Limited.

3. (ii) Interests in other member(s) of the Group

Name of Approximate percentage of interests held Name of the other subsidiary The Group The other shareholder shareholder Crown Golden 70.00% 30.00% Crystal I

According to the register of interests kept by the Company under section 336 of the SFO and so far as was known to the Directors and chief executive of the Company, save as disclosed above, there were no other persons (other than the Directors or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the

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GENERAL INFORMATION

APPENDIX

provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or in any option in respect of such capital.

3. LITIGATION

As at the Latest Practicable Date, no member of the Group is engaged in any litigation or claims of material importance that is still subsisting and no litigation or claims of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any of its subsidiaries other than contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

6. MISCELLANEOUS

• (a) The secretary of the Company is Ms. Wai Ching Sum, who is a fellow member of The Institute of Chartered Secretaries and Administrators in United Kingdom and The Hong Kong Institute of Chartered Secretaries. The qualified accountant of the Company is Mr. Chu Hau Lim, who is a fellow member of The Association of Chartered Certified Accounts and an associate member of the Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal place of business of the Company in the PRC is located at Agile Hotel, Jinyong Road, Sanxiang Town, Zhongshan City, Guangdong Province, PRC, Post Code 528463. The place of business of the Company in Hong Kong is located at 20/F, 238 Nathan Road, Kowloon, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited of 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

• (d) The English text of this circular shall prevail over the Chinese text in case of inconsistency.

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