Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2010

May 13, 2010

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.

Hong Kong Exchanges and Clearing Limited and 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3383)

CONNECTED TRANSACTIONS

Independent Financial Adviser to the Independent Board Committees and the Independent Shareholders

SOMERLEY LIMITED

A letter from the Board is set out on pages 5 to 11 of this circular and a letter from the Independent Board Committee is set out on page 12 of this circular. A letter from Somerley Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement is set out on pages 13 to 16 of this circular.

A notice convening the EGM to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 4:00 p.m. (or after the conclusion of the annual general meeting which is to be convened on the same day and at the same place at 2:30 p.m.) on 3 June 2010, Thursday is set out on pages 23 to 25 of this circular.

Whether or not you are able to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof if they so wish.

13 May 2010

CONTENTS

		Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	THE PURCHASE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	THE SOLICITATION AGENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	INFORMATION ABOUT THE GROUP AND MORGAN STANLEY . . . . . . . . . . . . . . . .	8
5.	REASONS FOR THE ENGAGEMENTS AND THE PROVISION OF INDEMNITIES . . .	8
6.	FINANCIAL EFFECTS OF THE ENGAGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	IMPLICATION UNDER THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
8.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
9.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
10.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
Letter from Somerley. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17
Notice of	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

– i –

DEFINITIONS

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

“2006 Notes”	the 9% senior notes due 2013 in the aggregate principal amount of
	US$400,000,000
“2009 Notes”	the 10% senior notes due 2016 in the aggregate principal amount of
	US$300,000,000
“2009 Indenture”	the indenture dated November 12, 2009, as amended among the
	Company, the subsidiary guarantors signatories thereto, and HSBC
	Bank USA, National Association as trustee relating to the issuance
	of the 2009 Notes
“2010 Notes”	the 8.875% senior notes due 2017 in the aggregate principal
	amount of US$650,000,000
“2010 Notes Consideration”	the 2010 Notes Underwriting Commission and the 2010 Notes
	Expenses
“2010 Notes Indemnity”	has the meaning ascribed thereto at the paragraph headed “2010
	Notes Indemnity” under section 2, The Purchase Agreement in the
	Letter from the Board
“2010 Notes Expenses”	has the meaning ascribed thereto at the paragraph headed
	“Commission and Expenses” under section 2, The Purchase
	Agreement in the Letter from the Board
“2010 Notes Issue”	the issue of the 2010 Notes by the Company
“2010 Notes Underwriting	has the meaning ascribed thereto at the paragraph headed
Commission”	“Commission and Expenses” under section 2, The Purchase
	Agreement in the Letter from the Board
“Board”	the board of Directors
“BofA Merrill Lynch”	Merrill Lynch International, one of the joint global coordinators,
	joint lead managers and joint bookrunners in respect of the offer
	and sale of the 2010 Notes
“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 the issued Shares of which are listed on the Main Board of the
	Stock Exchange
“Consent Solicitation”	the solicitation of consents from the holders of the 2009 Notes to
	certain amendments to 2009 Indenture

– 1 –

DEFINITIONS

• “Consent Solicitation Consideration” has the meaning ascribed thereto at the paragraph headed “Fees and its basis” under section 3, The Solicitation Agent Agreement in the Letter from the Board

• “Consent Solicitation Fee” has the meaning ascribed thereto at the paragraph headed “Fees and its basis” under section 3, The Solicitation Agent Agreement in the Letter from the Board

• “Consent Solicitation Indemnity” has the meaning ascribed thereto at the paragraph headed “Consent Solicitation Indemnity” under section 3, The Solicitation Agent Agreement in the Letter from the Board

• “Crown Golden” Crown Golden Investments Limited, a company incorporated on 15 February 2007 with limited liability under the laws of the British Virgin Islands, which is an indirect subsidiary owned as to 70% by the Company

• “Crystal I” Crystal I Limited, a company incorporated on 16 January 2007 with limited liability under the laws of the Cayman Islands, which holds 30% interest in Crown Golden, and an affi liate of Morgan Stanley

• “Deutsche Bank” Deutsche Bank AG, Singapore Branch, one of the joint lead managers and joint bookrunners in respect of the offer and sale of the 2010 Notes

• “Directors” directors of the Company

• “EGM” the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fi t, approving the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement by the Company

• “Engagements” the engagements of Morgan Stanley by the Company to act as (i) a joint global coordinator, a joint lead manager and a joint bookrunner pursuant to the terms of the Purchase Agreement; and (ii) the sole solicitation agent for the Consent Solicitation pursuant to the terms of the Solicitation Agent Agreement

• “Group” the Company and its subsidiaries

• “HK$” the legal currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Indemnities” collectively, the 2010 Notes Indemnity and the Consent Solicitation Indemnity

– 2 –

DEFINITIONS

Morgan Stanley, or any of its affi liates and their respective offi cers, directors, employees and agents

• “Independent Board Committee”

an independent committee of the Board, comprising all the independent non-executive Directors appointed by the Board to advise the Independent Shareholders in respect of the provision of the Indemnities

• “Independent Financial Adviser” or

• “Somerley”

• Somerley Limited, a corporation licensed by the Securities and Futures Commission to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate fi nance) and Type 9 (asset management) regulated activities under the SFO, the independent fi nancial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the provisions of the Indemnities

• “Independent Shareholders”

Shareholders other than Morgan Stanley and its associates

• “Independent Shareholders’ Approval” the approval to be obtained from the Independent Shareholders in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement in accordance with Chapter 14A of the Listing Rules

• “Initial Purchasers” BofA Merrill Lynch, Morgan Stanley, Deutsche Bank and Standard Chartered Bank, and “ Initial Purchaser ” shall refer to any one of the aforementioned banks

• “Latest Practicable Date” 12 May 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Main Board” the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange

• “Morgan Stanley” Morgan Stanley & Co. International plc, one of the joint global coordinators, joint lead managers and joint bookrunners in respect of the offer and sale of the 2010 Notes, and the sole solicitation agent in respect of the Consent Solicitation

• “percentage ratios” has the meaning ascribed to it under the Listing Rules

• “PRC” People’s Republic of China, excluding Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and Taiwan for the purpose of this circular

– 3 –

DEFINITIONS

“Proposals”	proposed amendments to the 2009 Indenture (pursuant to the
	Solicitations Agent Agreement)
“Purchase Agreement”	the agreement dated 21 April 2010 between, among others, the
	Company, BofA Merrill Lynch, Morgan Stanley, Deutsche Bank
	and Standard Chartered Bank, in relation to the 2010 Notes Issue
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) as amended, supplemented or otherwise modif ed
	from time to time
“Share(s)”	ordinary share(s) with a par value of HK$0.10 each in the issued
	share capital of the Company
“Shareholder(s)”	the holder(s) of the Shares
“Solicitation Agent Agreement”	the agreement dated 22 April 2010 between Morgan Stanley, the
	Company and the subsidiary guarantors named therein in relation
	to the Consent Solicitation
“Standard Chartered Bank”	Standard Chartered Bank, one of the joint lead managers and joint
	bookrunners in respect of the offer and sale of the 2010 Notes
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	United States dollars, the legal currency of the United States of
	America
“%”	per cent.

For the purpose of this circular, unless provided otherwise US$1.00 shall be converted into HK$7.80 respectively. Such exchange rates are for illustration purposes and do not constitute representation that any amount in HK$ or US$ have been, or could have been or may be converted in such rates.

– 4 –

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 Directors Dr. Cheng Hon Kwan Mr. Kwong Che Keung, Gordon Mr. Cheung Wing Yui

Registered offi ce: 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

13 May 2010

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

1. INTRODUCTION

Reference is made to two of the announcements of the Company dated 22 April 2010 in relation to the engagements of Morgan Stanley as (i) one of the joint global coordinators, joint lead managers and joint bookunners in connection with the 2010 Notes Issue pursuant to the terms of the Purchase Agreement; and (ii) the sole solicitation agent pursuant to the terms of the Solicitation Agent Agreement, respectively.

– 5 –

LETTER FROM THE BOARD

Morgan Stanley shall receive a total amount of US$6,181,767.50 (equivalent to approximately HK$48,217,786.50) (without taking into account all expenses incidental to the performance of the Company’s obligations under the Purchase Agreement and the Solicitation Agent Agreement) pursuant to its Engagements in accordance with the terms of the Purchase Agreement and the Solicitation Agent Agreement, respectively. The Company shall provide the 2010 Notes Indemnity and Consent Solicitation Indemnity to Morgan Stanley pursuant to the terms of the Purchase Agreement and Solicitation Agent Agreement, respectively.

The Independent Board Committee has been formed to advise the Independent Shareholders in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement, and the Independent Financial Adviser has been appointed as the independent fi nancial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

The purpose of this circular is to give you, among other things, (i) further information about the Indemnities, the Purchase Agreement, the Solicitation Agent Agreement and the transactions contemplated thereunder, (ii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement, and (iii) the recommendation of the Independent Board Committee in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement.

2. THE PURCHASE AGREEMENT

• (A) The principal terms of the Purchase Agreement are summarized below.

Date:

21 April 2010

Parties to the Purchase Agreement:

BofA Merrill Lynch, Morgan Stanley, Deutsche Bank and Standard Chartered Bank as the Initial Purchasers, the Company and the subsidiary guarantors named therein.

Commission and Expenses

Pursuant to the terms of the Purchase Agreement, on the closing date (as defi ned in the Purchase Agreement) Morgan Stanley received an underwriting commission for the 2010 Notes Issue, amounting to US$4,875,005 (equivalent to approximately HK$38,025,039) (the “ 2010 Notes Underwriting Commission ”). The 2010 Notes Underwriting Commission was determined on an arm’s length basis with normal commercial terms, taking into account the prevailing market rate. The 2010 Notes Consideration will be off-set from the proceeds received by the Company from the 2010 Notes Issue.

In addition, the Company shall pay or cause to be paid to Morgan Stanley (as an Initial Purchaser) all expenses incidental to the performance of the Company’s obligations under the Purchase Agreement as incurred by Morgan Stanley in accordance with the terms set out in the Purchase Agreement.

– 6 –

LETTER FROM THE BOARD

The 2010 Notes Consideration will be off-set from the proceeds received by the Company from the 2010 Notes Issue.

2010 Notes Indemnity

Pursuant to the terms of the Purchase Agreement, the Company and the subsidiary guarantors named therein in the Purchase Agreement agree to provide market customary indemnities whereby they will indemnify and hold harmless each Indemnifi ed Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the documents set out under the Purchase Agreement or whatsoever as set out in the Purchase Agreement (the “ 2010 Notes Indemnity ”). The 2010 Notes Indemnity was determined on an arm’s length basis with normal commercial terms, taking into account market customary indemnities. The 2010 Notes Indemnity, if payable, will be fi nanced by the Group’s internal resources.

Closing Date

The closing of the purchase of the 2010 Notes Issue took place on 28 April 2010.

3. THE SOLICITATION AGENT AGREEMENT

• (A) The principal terms of the Solicitation Agent Agreement are summarized below.

Date:

22 April 2010

Parties to the Solicitation Agent Agreement:

Morgan Stanley, the Company and the subsidiary guarantors named therein

Fees and its basis

Pursuant to the terms of the Solicitation Agent Agreement, upon completion (as defi ned in the Solicitation Agent Agreement), of the Consent Solicitation, Morgan Stanley will receive a fee of US$1,306,762.50 (equivalent to approximately HK$10,192,747.50) (the “ Consent Solicitation Fee ”) as the sole solicitation agent in the Consent Solicitation. The Consent Solicitation Fee was determined on an arm’s length basis with normal commercial terms, taking into account the prevailing market rate. The Consent Solicitation Fee will be payable upon completion of the Consent Solicitation.

In addition to the Consent Solicitation Fee, the Company shall reimburse Morgan Stanley for all reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel (such expenses and the Consent Solicitation Fee shall be referred to as the “ Consent Solicitation Consideration ”). The Consent Solicitation Consideration shall be fi nanced by the Group’s internal resources.

– 7 –

LETTER FROM THE BOARD

Consent Solicitation Indemnity

The Company and the subsidiary guarantors named therein in the Solicitation Agent Agreement agree to provide market customary indemnities pursuant to which they will indemnify, defend and hold harmless each Indemnifi ed Person from and against any losses, claims, damages, liabilities and expenses or whatsoever as set out in the Solicitation Agent Agreement, and will reimburse each Indemnifi ed Person for all expenses reasonably incurred (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any losses, claims, damages, liabilities, expenses, action, suit, investigation or proceeding (whether or not pending or threatened and whether or not any Indemnifi ed Person is a party), under the terms of the Solicitation Agent Agreement. The Consent Solicitation Indemnity was determined on an arm’s length basis with normal commercial terms, taking into account market customary indemnities. The Consent Solicitation Indemnity shall be fi nanced by the Group’s internal resources.

Expiration Date

The Consent Solicitation period expired at 5.00 p.m. New York City time, on 3 May 2010 pursuant to which the Company received the requisite number of consents from the holders of the 2009 Notes necessary for the Proposals to the 2009 Indenture.

4. INFORMATION ABOUT THE GROUP AND MORGAN STANLEY

The Group is one of the leading property developers in the PRC. The Group focuses primarily on the development and sale of large-scale high-quality residential properties in the PRC. The Group offers a wide range of real estate products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments, to satisfy a broad range of customers of varying income levels. The majority of the Group’s products target middle and upper-middle class purchasers, which include white collar workers, mid and senior-level managers, entrepreneurs and civil servants. In addition to the residential business, the Group develops commercial properties, including retail shops complementary to the Group’s residential properties as well as offi ce buildings and hotels. The Group also engages in property management operations.

Morgan Stanley is an indirect controlling shareholder of Crystal I. Morgan Stanley is a global renowned fi nancial institution and was introduced as a strategic investor of Crown Golden.

5. REASONS FOR THE ENGAGEMENTS AND THE PROVISION OF INDEMNITIES

The 2010 Notes Issue

The main reason for the engagement of Morgan Stanley as a joint global coordinator, a joint lead manager and a joint bookrunner, and the provision of the 2010 Notes Indemnity by the Company under the Purchase Agreement is for the purpose of the 2010 Notes Issue pursuant to which the Company intends to use the proceeds of the 2010 Notes Issue (i) to fi nance the redemption of the outstanding principal amount of the 2006 Notes, and (ii) for general corporate purposes or transaction related fees and expenses.

– 8 –

LETTER FROM THE BOARD

The Directors consider that the terms of the Purchase Agreement, specifi cally the terms relating to the provision of the 2010 Notes Indemnity are similar to indemnities provided under the purchase agreements relating to the 2006 Notes and the 2009 Notes and are no less favourable than those provided to the relevant fi nancial institutions under such purchase agreements. As such, the Directors consider that the terms of the 2010 Notes Indemnity are fair and reasonable and on normal commercial terms and are in the interests of the Company, the Independent Shareholders and each of the subsidiary guarantors signatories thereto as a whole.

The Consent Solicitation

The main reason for the engagement of Morgan Stanley as the sole solicitation agent and the provision of the Consent Solicitation Indemnity under Solicitation Agent Agreement is for the purposes of the Consent Solicitation and the Proposals which are to bring the 2009 Indenture into conformity with the terms of the 2010 Notes, including (i) to amend provisions relating to the designation of Restricted Subsidiaries and Unrestricted Subsidiaries (as defi ned in the 2009 Indenture) covenant to allow the Group to proceed with a proposed listing of one of the Group’s subsidiaries which is involved in the development of the Group’s Hainan Clearwater Bay project in Hainan Province, the PRC (the “ Restructuring ”); (ii) to amend provisions relating to the “Limitation on Restricted Payments” covenant by resetting the Restricted Payment (as defi ned in the 2009 Indenture) “basket” start date and providing certain additional carve-outs to Restricted Payments, including, among other things, carve-outs to allow for joint venture projects; (iii) to amend the provisions in relation to future Subsidiary Guarantors and Collateral to determine when they are required to become guarantors and their shares are to be pledged and certain provisions in relation to JV Subsidiary Guarantees (as those terms are referred to in the consent solicitation statement dated 22 April 2010 (the “ Consent Solicitation Statement ”)); (iv) to amend certain covenants (and to introduce and amend related defi nitions in relation to JV Subsidiary Guarantees (as defi ned in the 2009 Indenture) which are unnecessarily restrictive to the Group’s business operations or require clarifi cation; (v) to amend the “Limitation on Transactions with Shareholders and Affi liates” covenant to allow certain Affi liate Transactions (as those terms are referred to in Consent Solicitation Statement; (vi) to amend the Change of Control threshold (as referred to in Consent Solicitation Statement; and (vii) to clarify certain provisions and defi nitions in the 2009 Indenture. As of the date hereof, there is no defi nitive timetable and execution plan as to when the Company will conduct the proposed Restructuring. Such plan is subject to, among other things, market conditions and the Group’s business development plans and may not materialize.

The Directors considered that the terms of the Solicitation Agent Agreement, specifi cally the terms relating to the provision of the Consent Solicitation Indemnity are similar to market customary indemnities and consider such indemnities to be common market practice. As such, the Directors consider that the terms of the Consent Solicitation Indemnity are fair and reasonable and on normal commercial terms and are in the interests of the Company, the Independent Shareholders and each of the subsidiary guarantors signatories thereto as a whole.

6. FINANCIAL EFFECTS OF THE ENGAGEMENTS

The net proceeds raised from the 2010 Notes Issue, after deducting the underwriting commission and other estimated expenses in connection with the 2010 Notes Issue, is US$636,353,100.82. The Company intends to use the net proceeds of the 2010 Notes (i) to fi nance the redemption of the outstanding principal amount of the 2006 Notes, and (ii) for general corporate purposes or transaction related fees and expenses.

The effects of the Consent Solicitation are listed in the paragraph headed “The Consent Solicitations” under the section “Reasons for the Engagements and the Provision of Indemnities”.

– 9 –

LETTER FROM THE BOARD

7. IMPLICATION UNDER THE LISTING RULES

In June 2008, Morgan Stanley Real Estate Fund VI International and Morgan Stanley Real Estate Global Special Situations Fund III (both being associates of Morgan Stanley), through their subsidiary, Crystal I, acquired a 30% equity interest in Crown Golden, a subsidiary of the Company.

As Morgan Stanley is an indirect controlling shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. As each of the applicable percentage ratios (other than the profi ts ratio) under Rule 14A.34 of the Listing Rules in respect of the 2010 Notes Indemnity under the Purchase Agreement and the Consent Solicitation Indemnity under the Solicitation Agent Agreement is above 2.5% (on the basis that the maximum amount of the Indemnities to be paid by the Company (if any) are uncapped), the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement is subject to the requirements of reporting, announcement and Independent Shareholders’ approval at the EGM under Chapter 14A of the Listing Rules, pursuant to which Morgan Stanley and its associates shall abstain from voting.

The Independent Board Committee has been formed to advise the Independent Shareholders in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement, and the Independent Financial Adviser has been appointed as the independent fi nancial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

8. EGM

The EGM will be convened and held to consider and, if thought fi t, to approve the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement. A notice convening the EGM to be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 4:00 p.m. (or after the conclusion of the annual general meeting which is to be convened on the same day and at the same place at 2:30 p.m.) on 3 June 2010, Thursday is set out at pages 23 to 25 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong,

9. RECOMMENDATION

The text of a letter to the Independent Shareholders from the Independent Board Committee, containing their recommendation in relation to the provision of Indemnities, is set out on page 12 of this circular. Having considered the advice from the Independent Financial Adviser, which is set out on pages 13 to 16 of this circular, the Independent Board Committee is of the opinion that the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement, is in the interests of the Company and the Independent Shareholders as a whole, and that the provision of the Indemnities are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the Independent Board Committee recommends that the Independent Shareholders vote in favour of the ordinary resolution approving the provision of the Indemnities.

– 10 –

LETTER FROM THE BOARD

10. 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

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3383)

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

We refer to the circular of the Company to the Shareholders dated 13 May 2010 (the “ Circular ”), in which this letter forms a part. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defi ned in the Circular.

We have been appointed by the Board as members of the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned.

We wish to draw your attention to the letter of advice from Somerley Limited (“ Somerley ”), the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement as set out on pages 13 to 16 of the Circular and the letter from the Board set out on pages 5 to 11 of the Circular.

Having considered, among other matters, the factors and reasons considered by, and the opinion of, Somerley as stated in its letter of advice, we consider that the terms of each of the Indemnities are on normal commercial terms, in the ordinary and usual course of business of the Company, fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend you to vote in favour of the ordinary resolution to be proposed at the EGM in relation to the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement.

Yours faithfully

The Independent Board Committee of

Agile Property Holdings Limited

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

– 12 –

LETTER FROM SOMERLEY

The following is the letter of advice from Somerley to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY LIMITED

10th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong

13 May 2010

• To: the Independent Board Committee and the Independent Shareholders of Agile Property Holdings Limited

Dear Sirs,

CONNECTED TRANSACTIONS: PROVISION OF INDEMNITIES

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in relation to the 2010 Notes Indemnity and the Consent Solicitation Indemnity. Details of the 2010 Notes Indemnity and the Consent Solicitation Indemnity are set out in the letter from the Board contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 13 May 2010, of which this letter forms part. Unless otherwise defi ned, capitalised terms used in this letter shall have the same meanings as those defi ned in the Circular (as the case may be).

As Morgan Stanley is an indirect controlling shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, a subsidiary of the Company, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. As each of the applicable percentage ratios (other than the profi ts ratio) under Rule 14A.34 of the Listing Rules in respect of the Indemnities on the basis that the maximum amount of the Indemnities to be paid by the Company (if any) are uncapped, is above 2.5%, the provision of the Indemnities pursuant to the terms of the Purchase Agreement and the Solicitation Agent Agreement is subject to the requirements of reporting, announcement and Independent Shareholders’ approval at the EGM under Chapter 14A of the Listing Rules. Morgan Stanley and its associates shall abstain from voting on the resolution relating to the provision of Indemnities at the EGM.

The Independent Board Committee, comprising all of the independent non-executive Directors, namely Dr. Cheng Hon Kwan, Mr. Kwong Che Keung, Gordon and Mr. Cheung Wing Yui, has been established to make a recommendation to the Independent Shareholders as to the 2010 Notes Indemnity and the Consent Solicitation Indemnity. We, Somerley, have been appointed as the independent fi nancial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

We are not associated with the Company, Morgan Stanley, or their respective substantial shareholders or associates, and accordingly, are considered eligible to give independent advice on the Indemnities. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefi ts from the Company, Morgan Stanley, or their substantial shareholders or associates.

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LETTER FROM SOMERLEY

In formulating our opinion, we have reviewed, among other things, the Purchase Agreement, the Solicitation Agent Agreement and the proposed amendments to the relevant provisions of 2009 Indenture. We have also discussed with the Company regarding the 2010 Notes Issue and the Consent Solicitation.

In addition, we have relied on the information and facts supplied, and the opinions expressed, by the Company and Morgan Stanley and have assumed that the information and facts provided and opinions expressed to us are true, accurate and complete in all material aspects at the time they were made and will remain true, accurate and complete up to the date of this letter. We have also sought and received confi rmation from the Company and Morgan Stanley that no material facts have been omitted from the information supplied by them and that their opinions expressed to us are not misleading in any material respect. We consider that the information we have received is suffi cient for us to formulate our opinion and recommendation as set out in this letter and have no reason to believe that any material information has been withheld, nor to doubt the truth or accuracy of the information provided to us. We have not, however, conducted any independent investigation into the business and affairs of the Group, nor have we carried out any independent verifi cation of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion with regard to the 2010 Notes Indemnity and the Consent Solicitation Indemnity, we have taken into account the following principal factors and reasons:

1. Information on the Group

The Group is one of the leading property development companies in the PRC. The Group focuses primarily on the development and sale of large-scale high-quality residential properties in the PRC. The Group offers a wide range of real estate products, including low-density units (comprising stand-alone houses, semi-detached houses and townhouses), duplexes and apartments, to satisfy a broad range of customers of varying income levels. The majority of the Group’s products target middle and upper-middle class purchasers, which include white collar workers, mid- and senior-level managers, entrepreneurs and civil servants. In addition to the residential business, the Group develops commercial properties, including retail shops complementary to the Group’s residential properties as well as offi ce buildings and hotels. The Group also engages in property management operations.

2. Reasons for provision of the 2010 Notes Indemnity and Consent Solicitation Indemnity

(i) the 2010 Notes Indemnity

The main reason for the engagement of Morgan Stanley as a joint global coordinator, a joint lead manager and a joint bookrunner, and the provision of the 2010 Notes Indemnity by the Company under the Purchase Agreement is for the purpose of the 2010 Notes Issue pursuant to which the Company intends to use the proceeds from the 2010 Notes Issue (i) to fi nance the redemption of the outstanding principal amount of the 2006 Notes, and (ii) for general corporate purposes or transaction related fees and expenses. The Company has entered into the Purchase Agreement with Morgan Stanley and three other fi nancial institutions (the “ Independent Financial Institutions ”), which are independent third parties to the Company, to engage them to act as the joint lead managers and joint bookrunners in the 2010 Notes Issue. We are not advising on the terms of the Purchase Agreement except for the provision of the 2010 Notes Indemnity, which is one of the terms of the Purchase Agreement.

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LETTER FROM SOMERLEY

(ii) the Consent Solicitation Indemnity

The main reason for the engagement of Morgan Stanley as the sole solicitation agent and the provision of the Consent Solicitation Indemnity under the Solicitation Agent Agreement is for the purposes of the Consent Solicitation and the Proposals which are to bring the 2009 Indenture into conformity with the terms of the 2010 Notes, including (i) to amend provisions relating to the designation of Restricted and Unrestricted Subsidiaries (as defi ned in the 2009 Indenture) covenant to allow the Group to proceed with a proposed listing of one of the Group’s subsidiaries which is involved in the development of the Group’s Hainan Cleanwater Bay project in Hainan Province, the PRC (the “ Restructuring ”); (ii) to amend provisions relating to the “Limitation on Restricted Payments” covenant by resetting the Restricted Payment (as defi ned in the 2009 Indenture) “basket” start date and providing certain additional carve-outs to Restricted Payments, including, among other things, carve-outs to allow for joint venture projects; (iii) to amend the provisions in relation to future Subsidiary Guarantors and Collateral to determine when they are required to become guarantors and their shares are to be pledged and certain provisions in relation to JV Subsidiary Guarantees (as those terms are referred to in the Consent Solicitation Statement (as defi ned hereinafter)); (iv) to amend certain covenants (and to introduce and amend related defi nitions in relation to JV Subsidiary Guarantees (as defi ned in the 2009 Indenture)) in relation to JV Subsidiary Guarantees (as defi ned in the 2009 Indenture) which are unnecessarily restrictive to the Group’s business operations or require clarifi cation; (v) to amend the “Limitation on Transactions with Shareholders and Affi liates” covenant to allow certain Affi liate Transactions (as those terms are referred to in the Consent Solicitation Statement (as defi ned hereinafter)); (vi) to amend the “Change of Control threshold” (as referred to in the Consent Solicitation Statement (as defi ned hereinafter)); and (vii) to clarify certain provisions and defi nitions in the 2009 Indenture. As of the date hereof, there is no defi nitive timetable and execution plan as to when the Company will conduct the proposed Restructuring. Such plan is subject to, among other things, market conditions and the Group’s business development plans and may not materialize.

The Proposals are subject to, among other things, consents from the holders of the 2009 Notes (the “ Consents ”). The Consent Solicitation will be on the terms and subject to the conditions set forth in the consent solicitation statement (as the same may be amended or supplemented, the “ Consent Solicitation Statement ”) and the consent form. The Company has entered into the Solicitation Agent Agreement to engage Morgan Stanley to act as the sole solicitation agent for obtaining the Consents. We are not advising on the terms of the Solicitation Agent Agreement except for the provision of the Consent Solicitation Indemnity, which is one of the terms of the Solicitation Agent Agreement.

Morgan Stanley is a global renowned fi nancial institution, and the management of the Company is of the view that the experience of Morgan Stanley in executing transactions similar to those contemplated in the 2010 Notes Issue and the Proposals will contribute to their smooth implementation.

3. Principal terms of the Indemnities

(i) the 2010 Notes Indemnity

Pursuant to the terms of Purchase Agreement, Morgan Stanley has been engaged by the Company to act as one of the joint global coordinators, the joint lead managers and joint bookrunners in the 2010 Notes Issue. The 2010 Notes Indemnity is one of the terms of the Purchase Agreement, pursuant to which the Company and the subsidiary guarantors named therein agreed to provide market customary indemnities whereby they will indemnify and hold harmless each of the Indemnifi ed Person, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the documents set out under the Purchase Agreement or whatsoever as set out in the Purchase Agreement.

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LETTER FROM SOMERLEY

We note that uncapped indemnities have also been given to the Independent Financial Institutions under the Purchase Agreement and the Company was required to give similar uncapped indemnities in the purchase agreements relating to the 2006 Notes and the 2009 Notes. Therefore it is our view that it is no less favourable to the Company for the provision of uncapped indemnity to Morgan Stanley as those to the Independent Financial Institutions under the Purchase Agreement. Other than the aforesaid, this kind of purchase agreements are private agreements and not available in the public domain. However, based on the above and our industry experience and knowledge as fi nancial adviser, we consider that the 2010 Notes Indemnity is consistent with market practice.

(ii) the Consent Solicitation Indemnity

Pursuant to the terms of Solicitation Agent Agreement, Morgan Stanley has been engaged by the Company to act as the sole solicitation agent for obtaining the Consents. The Consent Solicitation Indemnity is one of the terms of the Solicitation Agent Agreement, pursuant to which the Company and the subsidiary guarantors named therein agreed to provide market customary indemnities pursuant to which they will indemnify, defend and hold harmless each of the Indemnifi ed Person from and against any losses, claims, damages, liabilities and expenses or whatsoever as set out in the Solicitation Agent Agreement, and will reimburse each Indemnifi ed Person for all expenses reasonably incurred (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any losses, claims, damages, liabilities, expenses, action, suit, investigation or proceeding (whether or not pending or threatened and whether or not any Indemnifi ed Person is a party), under the terms of the Solicitation Agent Agreement.

We note that the Consent Solicitation Indemnity is similar to the market customary indemnities provided by the Company and the subsidiary guarantors to each indemnifi ed person under the Purchase Agreement and consider it to be a common market practice. Since this kind of solicitation agent agreements are private agreements between the parties, they are not available in the public domain. However, based on our industry experience and knowledge as fi nancial adviser, we note that it is normal market practice to include an indemnity clause in the engagement letter and, under normal circumstances, such indemnity will not be capped.

Based on the above, we concur with the directors of the Company that the provision of 2010 Notes Indemnity and the Consent Solicitation Indemnity are fair and reasonable and on normal commercial terms and are in the interest of the Company, the Independent Shareholders and each of the subsidiary guarantors signatories to the Purchase Agreement and the Solicitation Agent Agreement (as the case may be) as a whole.

OPINION

Based on the above principal factors and reasons, we consider the provision of the 2010 Notes Indemnity and the Consent Solicitation Indemnity is in the interests of the Company, the Shareholders and each of the subsidiary guarantors signatories to the Purchase Agreement and the Solicitation Agent Agreement (as the case may be) as a whole. We also consider the terms of the 2010 Notes Indemnity and the Consent Solicitation Indemnity are on normal commercial terms and fair and reasonable as far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders, to vote in favor of the ordinary resolution(s) to be proposed at the EGM in relation to the 2010 Notes Indemnity and the Consent Solicitation Indemnity.

Yours faithfully For and on behalf of SOMERLEY LIMITED Jenny Leung Director

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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 confi rm, 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 notifi ed 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 notifi ed to the Company and the Stock Exchange were as follows:

• (i) The Shares of the Company

Approximate % of existing issued share Number of capital of Name of Director Shares held the Company Capacity Mr. Chen Zhuo Lin 2,193,220,000 61.70% Benefi ciary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and corporate interests of 12,690,000 Shares (Note 2 & 3) Mr. Chan Cheuk Yin 2,192,530,000 61.68% Benefi ciary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and corporate interests of 12,000,000 Shares (Note 4) Ms. Luk Sin Fong, 2,193,220,000 61.70% Benefi ciary of a trust of Fion (Long position) 2,180,530,000 Shares (Note 1) and corporate interests of 12,690,000 Shares (Note 2 & 3) Mr. Chan Cheuk Hung 2,180,530,000 61.34% Benefi ciary of a trust (Long position) (Note 1)

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GENERAL INFORMATION

APPENDIX

Approximate % of existing issued share Number of capital of Name of Director Shares held the Company Capacity Mr. Chan Cheuk Hei 2,187,530,000 61.54% Benefi ciary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and benefi cial owner of 7,000,000 Shares (Note 5) Mr. Chan Cheuk Nam 2,186,558,000 61.51% Benefi ciary of a trust of (Long position) 2,180,530,000 Shares (Note 1) and benefi cial owner of 6,028,000 Shares (Note 6)

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. 5,500,000 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. 7,190,000 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 12,000,000 Shares are held through a corporation, Renowned Idea Investments Limited, which is wholly-owned by Mr. Chan Cheuk Yin.

5. Such 7,000,000 Shares are jointly held by Mr. Chan Cheuk Hei and his spouse, Ms. Lu Yanping.

6. Such 6,028,000 Shares are jointly held by Mr. Chan Cheuk Nam and his spouse, Ms. Chan Siu Na.

7. (ii) The debt securities of the Company

		Amount of 2006	Approximate debenture
Name of Director	Capacity	senior notes	holding percentage %
		USD
Mr. Kwong Che	Benef cial interests	500,000	0.125
Keung, Gordon

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 notifi ed 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 notifi ed to the Company and the Stock Exchange.

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GENERAL INFORMATION

APPENDIX

(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, 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 share Number of capital of Name of Shareholder Shares held the Company Capacity Top Coast Investment 2,180,530,000 61.34% Trustee Limited (Long position) Ms. Zheng Huiqiong 2,192,530,000 61.68% Family interests (Note 1) (Long position) Ms. Lu Liqing 2,180,530,000 61.34% Family interests (Note 2) (Long position) Ms. Lu Yanping 2,187,530,000 61.54% Family interests of (Long position) 2,180,530,000 Shares (Note 3) and benefi cial owner of 7,000,000 Shares (Note 4) Ms. Chan Siu Na 2,186,558,000 61.51% Family interests of (Long position) 2,180,530,000 Shares (Note 5) and benefi cial owner of 6,028,000 Shares (Note 6)

Notes:

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

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

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

5. Such 7,000,000 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.

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

8. Such 6,028,000 Shares are jointly held by Ms. Chan Siu Na and her spouse Mr. Chan Cheuk Nam, Director. Ms. Chan Siu Na is deemed or taken to be interested in such Shares.

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GENERAL INFORMATION

APPENDIX

• (ii) Interests in other member(s) of the Group

Approximate percentage of interests held

The other Name of the other Name of subsidiary The Group 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 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. SERVICE CONTRACTS

In accordance with article 87 of the Company’s articles of association, Mr. Chan Cheuk Hung, Mr. Chan Cheuk Nam and Mr. Cheung Wing Yui will retire from offi ce by rotation and being eligible, offer themselves for re-election at the forthcoming annual general meeting.

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).

4. COMPETING INTERESTS

To eliminate competing business with the Group, on 23 November 2005, 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 (the “ Chen’s Family ”) entered into a deed of non-competition and compensation with the Company to undertake that they will not, and shall procure their controlled affi liates not to engage in any possible competing business (the “ Deed ”). Pursuant to Rule 8.10 of the Listing Rules, the Company disclosed that during the year ended 31 December 2009 and up to the date of this circular, the Chen’s Family were considered to have interests in the following businesses, being businesses which competed or were likely to compete, either directly or indirectly, with the businesses of the Group, other than those businesses in which (a) the Group was interested and (b) the Directors’ only interests were as directors appointed to represent the interests of the Group.

Pursuant to the Clause 2.2 of the Deed, the Company has a priority to participate in such business and the Chen’s Family would not directly or indirectly participate in any competing business with the Group from time-to-time operated. Any decision on acquisition of such business will be made by the independent non-executive Directors and the Chen’s Family will abstain from voting. In complying with the Deed, the Chen’s Family issued a letter dated 10 September 2007 to the Company inviting the Company to exercise its rights to acquire the Excluded Businesses (as defi ned below). A board committee (the “ INED Committee ”) of the Company comprising of the independent non-executive directors was formed in considering the acquisition of the Excluded Businesses. As the Excluded Businesses (as defi ned below) were in operation before the Group started its own hotel business and that the size of the Excluded Businesses was considered insignifi cant when compared with the businesses of the Group as a whole, the INED Committee was of the view that the Excluded Businesses were unlikely to compete with the hotel

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GENERAL INFORMATION

APPENDIX

business of the Group and decided not to acquire the Excluded Businesses. While the Group was running its hotels business, the Chen’s Family had interests in shares in and/or were directors of Zhongshan Agile Hotel Co., Ltd. (“ Zhongshan Agile ”), and Zhongshan Agile Changjiang Hotel Co., Ltd. (“ Changjiang Hotel ”), who owned and ran certain hotel businesses (the “ Excluded Businesses ”). On 29 December 2008, the building of Zhongshan Agile Hotel has been sold to the Group. Changjiang Hotel is operated and managed by companies with independent management and administration. On this basis, the Directors believe that the Group is capable of carrying on its businesses independently and at arm’s length from Changjiang Hotel.

The Directors, including those interested in Changjiang Hotel, will, as and when required under the Company’s articles and association and the Company’s corporate governance statement of policy, abstain from voting on any resolution of the Board in respect of any contract, arrangement or proposal in which he or she or any of his or her associates has a material interest.

Save for the foregoing, 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.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Company is not aware of any material adverse change in the fi nancial or trading position of the Group since 31 December 2009, being the date to which the latest audited combined fi nancial statements of the Company were made up.

6. EXPERT’S QUALIFICATION AND CONSENT

Somerley has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

The following is the qualifi cation of Somerley who has given its opinion or advice which is contained in this circular:

Name Qualifi cations

Somerley Limited A corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate fi nance) and Type 9 (asset management) regulated activities under the SFO

As at the Latest Practicable Date, Somerley is not interested in any Share of the Company or share in any member of the Group nor did it have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any Share of the Company or shares in any member of the Group. As at the Latest Practicable Date, Somerley did not have any direct or indirect interest in any asset which had been, since 31 December 2009, being the date to which the latest published audited fi nancial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group.

7. LITIGATION

So far as the Company is aware, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

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GENERAL INFORMATION

APPENDIX

8. MISCELLANEOUS

• (a) None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of by or leased to any member of the Group since 31 December 2009, being the date to which the latest published accounts of the Company were made up, and up to the Latest Practicable Date.

• (b) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was signifi cant in relation to the business of the Group.

• (c) 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.

• (d) The registered offi ce 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.

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

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

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at 20/F, 238 Nathan Road, Kowloon, Hong Kong during normal offi ce hours on any weekday, except public holidays, from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the audited consolidated fi nancial statements of the Company and its subsidiaries for the two fi nancial years ended 31 December 2009;

• (c) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on page 12 of this circular;

• (d) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 13 to 16 of this circular;

• (e) the written consent referred to in the paragraph headed “Expert’s Qualifi cation and Consent” in this Appendix;

• (f) the Purchase Agreement;

• (g) the Solicitation Agent Agreement; and

• (h) this circular.

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NOTICE OF EGM

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AGILE PROPERTY HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3383)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of Agile Property Holdings Limited (the “ Company ”) will be held at Four Seasons Grand Ballroom, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong at 4:00 p.m. (or after the conclusion of the annual general meeting which is to be convened on the same day and at the same place at 2:30 p.m.) on 3 June 2010, Thursday for the purpose of considering and, if thought fi t, to pass, with or without modifi cation, the following resolution which will be proposed as ordinary resolution:

ORDINARY RESOLUTION

“ THAT:

• (a) the provision of the (i) market customary indemnities (the “ 2010 Notes Indemnity ”) granted by the Company and the subsidiary guarantors named therein in the purchase agreement (the “ Purchase Agreement ”) dated 21 April 2010 entered into, among others, the Company, Merrill Lynch International, Morgan Stanley & Co. International plc (“ Morgan Stanley ”), Deutsche Bank AG, Singapore Branch and Standard Chartered Bank, in relation to the issue of the 8.875% senior notes due 2017 in the aggregate principal amount of US$650,000,000 (the “ 2010 Notes ”) in favour of and for the benefi t of Morgan Stanley, or any of its affi liates and their respective offi cers, directors, employees and agents (the “ Indemnifi ed Persons ”) whereby the Company and the subsidiary guarantors named therein in the Purchase Agreement will indemnify and hold harmless each of the Indemnifi ed Persons, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the documents set out under the Purchase Agreement or whatsoever as set out in the Purchase Agreement; and (ii) market customary indemnities (the “ Consent Solicitation Indemnity ”) granted by the Company and the subsidiary guarantors named therein in the solicitation agent agreement (the “ Solicitation Agent Agreement ”) dated 22 April 2010 entered into, among others, the Company, Morgan Stanley and the subsidiary guarantors named therein in relation to the solicitation of consents from the holders of the 10% senior notes due 2016 in the aggregate principal amount of US$300,000,000 to certain amendments to the indenture dated November 12, 2009 as amended among the Company, the subsidiary guarantors signatory thereto, and HSBC Bank USA, National Association, as trustee, in favour of and for the benefi t of each of the Indemnifi ed Persons, pursuant to which the Company and the subsidiary guarantors named therein in the Solicitation Agent Agreement will indemnify, defend and hold harmless each of the Indemnifi ed Persons from and against any losses, claims, damages, liabilities and expenses or whatsoever as set out in the Solicitation Agent Agreement, and will reimburse each of the Indemnifi ed Persons for all expenses reasonably incurred (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any losses, claims, damages, liabilities, expenses, action, suit, investigation or proceeding (whether or not

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NOTICE OF EGM

pending or threatened and whether or not any Indemnifi ed Person is a party), under the terms of the Solicitation Agent Agreement, are in the interests of the Company and the Shareholders as a whole, and the terms of the 2010 Notes Indemnity and the Consent Solicitation Indemnity are on normal commercial terms and are fair and reasonable and that in accordance to Chapter 14A of the Listing Rules of the Stock Exchange, the 2010 Notes Indemnity and the Consent Solicitation Indemnity are hereby authorized and approved in all respects.

• (b) in connection with the actions contemplated by the foregoing resolution, each of the directors of the Company (the “ Directors ” and each a “ Director ”) and the company secretary be, and such other persons as are authorised by any of them be, and each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as any Director or the company secretary or such other person shall deem necessary or appropriate in connection with, or to carry out the actions contemplated by, the foregoing resolution, including to do and perform (or cause to be done and performed), in the name and on behalf of the Company, all such acts and to make, execute, deliver, issue or fi le (or cause to be made, executed, delivered or fi led) with any person including any governmental authority or agency, all such agreements, documents, instruments, certifi cates, consents and waivers, and all amendments to any such agreements, documents, instruments or certifi cates, and to pay, or cause to be paid, all such payments, as any of them may deem necessary or advisable to carry out the intent of the foregoing resolution, the authority for the taking of any such action and the execution and delivery of such of the foregoing to be conclusively evidenced by the performance thereby.”

By Order of the Board Agile Property Holdings Limited WAI Ching Sum Deputy General Manager and Company Secretary

Hong Kong, dated 13 May 2010

Place of business in Hong Kong:

20/F, 238 Nathan Road, Kowloon, Hong Kong

Principal place of business in the PRC:

Agile Hotel Jinyong Road, Sanxiang Town, Zhongshan City, Guangdong Province PRC Post Code: 528463

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NOTICE OF EGM

Notes:

1. Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not to be a shareholder of the Company.

2. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certifi ed copy of such power or authority shall be deposited at the offi ce of the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof, and in default, the instrument of proxy shall not be treated as valid.

3. Completion and return of the form of proxy will not preclude the appointor from attending and voting in person at the meeting or any adjournment thereof. In that event, such form of proxy will be deemed to have been revoked.

4. In the case of joint holders of any share of the Company, only the person whose name stands fi rst on the register of members may vote at the meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, but any one of the joint holders may be appointed as proxy to vote on behalf of such joint holders, and as such proxy to attend and vote at the meeting.

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