Agile Group Holdings Limited — Proxy Solicitation & Information Statement 2011

Apr 27, 2011

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 take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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 TRANSACTION

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

SOMERLEY LIMITED

A letter from the Board is set out on pages 5 to 9 of this circular and a letter from the Independent Board Committee is set out on page 10 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 Bond Issue Indemnity, is set out on pages 11 to 13 of this circular.

A notice convening the EGM to be held at Island Ballroom, Level 5, Island Shangri-La Hong Kong, Two Pacifi c Place, Supreme Court Road, Central, Hong Kong on Thursday, 19 May 2011 at 2:45 p.m. or immediately after the conclusion of the AGM, whichever is earlier is set out on pages 22 to 23 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 and transfer offi ce in Hong Kong, Tricor Investor Services Limited at 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 you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

28 April 2011

CONTENTS

		Page
Def nitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
2.	THE SUBSCRIPTION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
3.	INFORMATION ABOUT THE GROUP AND MORGAN STANLEY . . . . . . . . . . . . . . . .	7
4.	REASONS FOR THE ENGAGEMENT AND THE PROVISION OF
	THE BOND ISSUE INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
5.	FINANCIAL EFFECTS OF THE ENGAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	IMPLICATIONS UNDER THE LISTING RULES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
9.	ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10
Letter from Somerley. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
Notice of	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be held at Island
	Ballroom, Level 5, Island Shangri-La Hong Kong, Two Pacif c
	Place, Supreme Court Road, Central, Hong Kong on Thursday, 19
	May 2011 at 2:30 p.m.
“Board”	the board of Directors
“Bond Issue”	the issue of the Bonds by the Company pursuant to the terms of the
	Subscription Agreement
“Bond Issue Consideration”	the Bond Issue Expenses and the Bond Issue Underwriting
	Commission
“Bond Issue Expenses”	all expenses payable or cause to be payable by the Company to
	Morgan Stanley incidental to the performance of the Company’s
	obligations under the Subscription Agreement as incurred by
	Morgan Stanley in accordance with the terms set out in the
	Subscription Agreement
“Bond Issue Indemnity”	the indemnities provided by the Company and the Subsidiary
	Guarantors to each Indemnif ed Person pursuant to the terms of the
	Subscription Agreement
“Bond Issue Underwriting	the underwriting commission payable by the Company to Morgan
Commission”	Stanley in accordance with the terms set out in the Subscription
	Agreement
“Bonds”	US$ denominated 4.0% convertible bonds due 2016 in an
	aggregate principal amount of US$500 million
“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
“Crown Golden”	Crown Golden Investments Limited, a company incorporated 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 with limited liability
	under the laws of the Cayman Islands, which holds 30% interest in
	Crown Golden
“Directors”	directors of the Company
“EGM”	the extraordinary general meeting of the Company to be held
	for the purpose of considering and, if thought f t, approving the
	provision of the Bond Issue Indemnity

– 1 –

DEFINITIONS

“Engagement” the engagement of Morgan Stanley by the Company to act as a manager and a joint bookrunner pursuant to the terms of the Subscription Agreement

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the legal currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “HSBC” The Hongkong and Shanghai Banking Corporation Limited, a registered institution under the SFO registered to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts) and Type 6 (advising on corporate fi nance) regulated activities as defi ned under the SFO, and a licensed bank under the Banking Ordinance (Chapter 155 of the Laws of Hong Kong)

• “Indemnifi ed Person” each Manager and each Relevant Party

• “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 Bond Issue Indemnity

• “Independent Financial Adviser” or Somerley Limited, a corporation licensed by the Securities and “Somerley” Futures Commission 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, the independent fi nancial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the provision of the Bond Issue Indemnity

• “Independent Shareholders” Shareholders other than Morgan Stanley and its associates

• “Independent Shareholders’ the approval to be obtained from the Independent Shareholders Approval” in relation to the provision of the Bond Issue Indemnity pursuant to the terms of the Subscription Agreement in accordance with Chapter 14A of the Listing Rules

• “Joint Bookrunners” or

• “Managers”

• Standard Chartered Bank, Morgan Stanley, HSBC, Barclays Bank PLC and The Royal Bank of Scotland N.V., Hong Kong Branch

• “Latest Practicable Date”

• 26 April 2011, 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

– 2 –

DEFINITIONS

• “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 Bookrunners. In so far as Morgan Stanley, in performing its functions under the Subscription Agreement, is “dealing in securities” as defi ned in Schedule 5 of the SFO, it shall only do so through its agent Morgan Stanley Asia Limited and only in circumstances such that none of the sub-provisions (I), (II), (III), (IV) and (V) in sub-paragraph (iv) to the defi nition of “dealing in securities” in Part 2 of Schedule 5 of the SFO are applicable

• “percentage ratios” has the meaning ascribed to it under the Listing Rules “PRC” the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan for the purpose of this circular

• “Relevant Party” any directors, offi cers or employees, affi liates of a Manager or any United States person (if any) who controls that Manager for the purposes of Section 15 of the Securities Act or Section 20 of the U.S. Securities Exchange Act of 1934

• “Securities Act” the U.S. Securities Act of 1933, as amended “Securities Dealing Code the code for securities transaction by Directors adopted by the for Directors” Company on terms no less exacting than those criteria set out in the Model Code for Securities Transaction by Directors of Listed Issuers as set out in Appendix 10 of the Listing Rules

• “Subscription Agreement” the subscription agreement entered into between the Company, the Subsidiary Guarantors and the Managers dated 6 April 2011 in respect of the Bond Issue

• “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modifi 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 “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary Guarantors” the subsidiaries of the Company which on the date of the Subscription Agreement providing guarantee on the Bonds

• “United States” United States of America

– 3 –

DEFINITIONS

“US$” United States dollars, the legal currency of the United States “%” per cent.

For the purpose of this circular, unless provided otherwise US$1.00 shall be converted into HK$7.774. Such exchange rate is for illustration purposes and does not constitute representation that any amount in HK$ or US$ have been, or could have been or may be converted at such rate.

– 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 GBS, OBE, JP 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 Offi ce in the PRC: Agile Hotel Jinyong Road Sanxiang Town, Zhongshan City Guangdong Province PRC Postal Code: 528463

Principal Place of Offi ce in Hong Kong: 20th Floor 238 Nathan Road Kowloon Hong Kong

28 April 2011

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

1. INTRODUCTION

Reference is made to the announcement of the Company dated 7 April 2011 in relation to the engagement of Morgan Stanley as one of the Managers and Joint Bookrunners in connection with the Bond Issue.

The Company will provide the Bond Issue Indemnity to Morgan Stanley.

The Independent Board Committee has been formed by the Company to advise the Independent Shareholders in relation to the provision of the Bond Issue Indemnity, and Somerley has been appointed as the independent fi nancial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to give you, among other things, (i) further information about the Bond Issue Indemnity, the Subscription 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 Bond Issue Indemnity, and (iii) the recommendation of the Independent Board Committee in relation to the provision of the Bond Issue Indemnity.

2. THE SUBSCRIPTION AGREEMENT

The principal terms of the Subscription Agreement are summarised below.

Date:

6 April 2011

Parties to the Subscription Agreement:

The Company as issuer, the Subsidiary Guarantors as guarantors and the Managers as subscribers.

In connection with the Bond Issue, the Company has engaged Morgan Stanley to act as one of the Managers and Joint Bookrunners pursuant to the terms of the Subscription Agreement. It is expected that Morgan Stanley will receive the Bond Issue Consideration for its services as a Manager and Joint Bookrunner and the Company will provide the Bond Issue Indemnity to Morgan Stanley. Morgan Stanley will not, as a benefi cial owner, subscribe any Bonds under the Subscription Agreement.

Commission and Expenses

The Company agrees to pay Morgan Stanley the Bond Issue Underwriting Commission, which in any event is expected not to exceed US$2.63 million (equivalent to approximately HK$20.4 million). The Bond Issue Underwriting Commission was determined on an arm’s length basis with normal commercial terms, taking into account the prevailing market rate. In addition, whether or not the transactions contemplated in the Subscription Agreement are consummated or the Subscription Agreement is terminated, the Company shall pay or cause to be paid to Morgan Stanley the Bond Issue Expenses.

Indemnity

The Company and the Subsidiary Guarantors agree to provide market customary indemnities pursuant to which 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 properly incurred) caused by any breach or alleged breach of any representation or warranty contained in the Subscription Agreement or whatsoever as set out in the Subscription Agreement; provided that at any time prior to the receipt of the Independent Shareholders’ Approval, the liability of the Company and the Subsidiary Guarantors under the Bond Issue Indemnity (if any) and the Bond Issue Consideration, when aggregated with any fees, expenses and other amounts under any transaction to be paid by the Company to or on behalf of Morgan Stanley or its affi liates, shall not exceed an amount which would otherwise require the Independent Shareholders’ Approval.

– 6 –

LETTER FROM THE BOARD

The Directors considered that the Bond Issue Indemnity is on normal commercial terms that is fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Independent Shareholders as a whole. None of the Directors have a material interest in the transaction contemplated under the Subscription Agreement and hence no Director has abstained from voting on the Board resolution approving the Subscription Agreement and the transaction contemplated thereunder.

Closing Date

The closing of the Bond Issue is expected to take place on 28 April 2011 or such other date, not being later than 12 May 2011, as the Company and the Managers may agree.

3. 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, upper-middle and high class purchasers, which include white collar workers, mid and senior-level managers, entrepreneurs and civil servants. In addition to the business of property development, the Group develops commercial properties, including retail shops complementary to the Group’s residential properties as well as shopping malls, offi ce buildings and hotels. The Group also engages in property management operations.

Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden. Morgan Stanley is a global renowned fi nancial institution and was introduced as a strategic investor of Crown Golden.

4. REASONS FOR THE ENGAGEMENT AND THE PROVISION OF THE BOND ISSUE INDEMNITY

The main reason for the Engagement and the provision of the Bond Issue Indemnity by the Company is for the purpose of the Bond Issue pursuant to which the Company intends to use the net proceeds raised for potential land acquisitions and for general working capital purposes.

The Directors consider that the terms of the Subscription Agreement, specifi cally the terms relating to the provision of the Bond Issue Indemnity are similar to the indemnities provided under the agreements relating to the senior notes issued by the Company in the past and are no less favourable than those provided to the relevant fi nancial institutions under such agreements. The terms of Bond Issue Indemnity are on terms no less favourable to the terms of indemnity of similar transactions (including but not limited to issue of senior notes) entered into by (i) the Company and other fi nancial institutions; and (ii) Morgan Stanley with other issuers. The Directors consider that the Bond Issue Indemnity is on normal commercial terms that is fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Independent Shareholders as a whole.

– 7 –

LETTER FROM THE BOARD

5. FINANCIAL EFFECTS OF THE ENGAGEMENT

The net proceeds raised from the Bond Issue, after deducting the underwriting commission and other estimated expenses in connection with the Bond Issue, is US$492 million. The Company intends to use the net proceeds of the Bond Issue for potential land acquisitions and for general working capital purposes.

6. IMPLICATIONS UNDER THE LISTING RULES

Morgan Stanley is a global renowned fi nancial institution and was introduced as a strategic investor of Crown Golden. 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 30% equity interest in Crown Golden.

As Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. The Engagement constitutes a connected transaction of the Company pursuant to Chapter 14A 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 Bond Issue Indemnity is above 5% (on the basis that the maximum amount of the Bond Issue Indemnity to be paid by the Company (if any) are uncapped), the provision of the Bond Issue Indemnity 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.

An Independent Board Committee has been formed by the Company to advise the Independent Shareholders in relation to the provision of the Bond Issue Indemnity and the Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard.

7. EGM

The EGM will be held to consider and, if thought fi t, to approve the provision of the Bond Issue Indemnity. A notice convening the EGM to be held at Island Ballroom, Level 5, Island Shangri-La Hong Kong, Two Pacifi c Place, Supreme Court Road, Central, Hong Kong on Thursday, 19 May 2011 at 2:45 p.m. or immediately after the conclusion of the AGM, whichever is earlier is set out at pages 22 to 23 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 and transfer offi ce in Hong Kong.

8. RECOMMENDATION

The text of a letter to the Independent Shareholders from the Independent Board Committee, containing their recommendation in relation to the provision of Bond Issue Indemnity, is set out on page 10 of this circular. Having considered the advice from the Independent Financial Adviser, which is set out on pages 11 to 13 of this circular, the Independent Board Committee is of the opinion that the Bond Issue Indemnity is on normal commercial terms that is fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, the Independent Board Committee recommends that the Independent Shareholders to vote in favour of an ordinary resolution approving the provision of the Bond Issue Indemnity.

– 8 –

LETTER FROM THE BOARD

9. 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

– 9 –

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)

28 April 2011

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

We refer to the circular of the Company to the Shareholders dated 28 April 2011 (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 Bond Issue Indemnity is on normal commercial terms that is fair and reasonable so far as the Independent Shareholders are concerned and that the provision of which is in the interests of the Company and the Independent Shareholders as a whole.

We wish to draw your attention to the letter of advice from Somerley, the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the provision of the Bond Issue Indemnity as set out on pages 11 to 13 of the Circular and the letter from the Board set out on pages 5 to 9 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 Bond Issue Indemnity is on normal commercial terms that is fair and reasonable so far as the Independent Shareholders are concerned and the provision of which in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend you to vote in favour of an ordinary resolution to be proposed at the EGM in relation to the provision of the Bond Issue Indemnity.

Yours faithfully

The Independent Board Committee of

Agile Property Holdings Limited

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

Mr. Cheung Wing Yui

– 10 –

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

28 April 2011

• To: the Independent Board Committee and the Independent Shareholders of

• Agile Property Holdings Limited

Dear Sirs,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in relation to the provision of the Bond Issue Indemnity. Details of the Bond Issue Indemnity are set out in the letter from the Board contained in the circular (the “ Circular ”) of the Company to the Shareholders dated 28 April 2011, 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 Morgan Stanley is an indirect substantial shareholder of Crystal I, which in turn holds 30% interest in Crown Golden, Morgan Stanley is therefore an associate of Crystal I and thus a connected person of the Company for the purpose of the Listing Rules. The Engagement constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

As the maximum amount to be paid in respect of the Bond Issue Indemnity by the Company (if applicable) is uncapped, the provision of the Bond Issue Indemnity is therefore subject to the requirements of reporting, announcement and Independent Shareholders’ Approval at the EGM under Chapter 14A of the Listing Rules.

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 by the Company to make a recommendation to the Independent Shareholders as to the Bond Issue 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 Bond Issue Indemnity. 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 respective substantial shareholders or associates.

– 11 –

LETTER FROM SOMERLEY

In formulating our opinion, we have reviewed, among other things, the announcement of the Company dated 7 April 2011 in relation to the Bond Issue, the Subscription Agreement and the Circular. We have also discussed with the Company regarding the Bond Issue.

In addition, we have relied on the information and facts supplied, and the opinions expressed, by the Company 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 the EGM. We have also sought and received confi rmation from the Company 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 omitted or 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 Bond Issue 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 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, upper-middle and high class purchasers, which include white collar workers, mid and senior-level managers, entrepreneurs and civil servants. In addition to the business of property development, the Group develops commercial properties, including retail shops complementary to the Group’s residential properties as well as shopping malls, offi ce buildings and hotels. The Group also engages in property management operations.

2. Reasons for the provision of the Bond Issue Indemnity

As set out in the letter from the Board in the Circular, the Company intends to use the net proceeds from the Bond Issue for potential land acquisitions and for general working capital purposes. The Company has entered into the Subscription Agreement with Morgan Stanley and four other fi nancial institutions (the “ Independent Financial Institutions ”), which are independent third parties to the Company, to engage them to act as the Managers and Joint Bookrunners in the Bond Issue. For the avoidance of doubt, we are explicitly not advising on the terms of the Subscription Agreement save for the Bond Issue Indemnity.

Morgan Stanley is a global renowned fi nancial institution and was introduced as a strategic investor of Crown Golden. The management of the Company is of the view that the experience of Morgan Stanley in executing transactions similar to those contemplated in the Bond Issue will contribute to their smooth implementation and consummation.

– 12 –

LETTER FROM SOMERLEY

3. Principal terms of the Bond Issue Indemnity

Pursuant to the Subscription Agreement, Morgan Stanley was engaged by the Company to act as one of the Managers and Joint Bookrunners for the Bond Issue. The provision of the Bond Issue Indemnity is one of the terms of the Subscription Agreement. Under the Subscription Agreement, the Company and the Subsidiary Guarantors agree to provide market customary indemnities pursuant to which 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 properly incurred) caused by any breach or alleged breach of any representation or warranty contained in the Subscription Agreement or whatsoever as set out in the Subscription Agreement.

We note that uncapped indemnities have also been given to the Independent Financial Institutions under the Subscription Agreement and the Company was required to give similar uncapped indemnities in the agreements relating to the US$400 million notes, the US$300 million notes and the US$650 million notes issued by the Company in 2006, 2009 and 2010 respectively. Therefore it is our view that it is no less favourable to the Company for the provision of the Bond Issue Indemnity to Morgan Stanley as those to the Independent Financial Institutions under the Subscription Agreement.

Based on the above, we concur with the Directors that the Bond Issue Indemnity is on normal commercial terms that are fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Independent Shareholders as a whole.

OPINION

Based on the above principal factors and reasons, we consider the Bond Issue Indemnity is on normal commercial terms that are fair and reasonable as far as the Independent Shareholders are concerned and the provision of which is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders, to vote in favor of an ordinary resolution to be proposed at the EGM in relation to the provision of the Bond Issue Indemnity.

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

– 13 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confi rm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors and chief executive

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were notifi ed to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were recorded in the register required to be kept by the Company under section 352 of the SFO; or (iii) were required by the Securities Dealing Code for Directors, to be notifi ed to the Company and the Stock Exchange were as follows:

• (i) Long positions in the Shares

					Approximate
					% of existing
					issued
		Nature of		Number of	share capital
Name of Director	Capacity	interests		Shares held	of the Company
Chen Zhuo Lin	(i) Benef ciary of	(i) Family	(i)	2,180,530,000	63.16%
	a trust			(Note 1)
	(ii) Controlled	(ii) Corporate	(ii)	12,690,000
	corporation			(Note 2)
			Total:	2,193,220,000
Chan Cheuk Yin	(i) Benef ciary of	(i) Family	(i)	2,180,530,000	63.14%
	a trust			(Note 1)
	(ii) Controlled	(ii) Corporate	(ii)	12,000,000
	corporation			(Note 3)
			Total:	2,192,530,000
Luk Sin Fong, Fion	(i) Benef ciary of	(i) Family	(i)	2,180,530,000	63.16%
	a trust			(Note 1)
	(ii) Controlled	(ii) Corporate	(ii)	12,690,000
	corporation			(Note 2)

Total: 2,193,220,000

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GENERAL INFORMATION

APPENDIX

					Approximate
					% of existing
					issued
		Nature of		Number of	share capital
Name of Director	Capacity	interests		Shares held	of the Company
Chan Cheuk Hung	Benef ciary of	Family		2,180,530,000	62.79%
	a trust			(Note 1)
Chan Cheuk Hei	(i) Benef ciary of	(i) Family	(i)	2,180,530,000	62.99%
	a trust			(Note 1)
	(ii) Benef cial owner	(ii) Personal	(ii)	7,000,000
				(Note 4)
			Total:	2,187,530,000
Chan Cheuk Nam	(i) Benef ciary of	(i) Family	(i)	2,180,530,000	62.96%
	a trust			(Note 1)
	(ii) Benef cial owner	(ii) Personal	(ii)	6,028,000
				(Note 5)

Total: 2,186,558,000

Notes:

1. Held by Top Coast Investment Limited as trustee.

2. Held by Brilliant Hero Capital Limited and Famous Tone Investments Limited which are jointly controlled by Mr. Chen Zhuo Lin and Ms. Luk Sin Fong, Fion.

3. Held by Renowned Idea Investments Limited, which is wholly-owned by Mr. Chan Cheuk Yin.

4. Jointly held by Mr. Chan Cheuk Hei and his spouse, Ms. Lu Yanping.

5. Jointly held by Mr. Chan Cheuk Nam and his spouse, Ms. Chan Siu Na.

6. (ii) Long positions in the debentures of the Company

			Approximate
		Personal	% to the
Name of Director	Type of debentures	interests	debentures
Kwong Che Keung,	8.875% senior notes in an	US$600,000	0.092%
Gordon	aggregate principal
	amount of US$650
	million due 2017

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GENERAL INFORMATION

APPENDIX

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of SFO) which (i) were notifi ed to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of SFO (including interests or short positions which they were taken or deemed to have under such provisions of SFO); or (ii) were recorded in the register required to be kept by the Company under Section 352 of SFO; or (iii) were required by the Securities Dealing Code for Directors to be notifi ed to the Company and the Stock Exchange.

(b) Substantial Shareholders

So far as is known to the Directors or chief executives of the Company, as at the Latest Practicable Date, the interests or short positions of substantial Shareholders (other than Directors or the chief executives of the Company) in the Shares or underlying Shares which (i) would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of SFO or (ii) were recorded in the register required to be kept by the Company under Section 336 of SFO were as follows:

(i) Interests in the Company

					Approximate	Approximate
					% of existing
						issued
Name of		Nature of		Number of	share capital
Shareholder	Capacity	interest		Shares held	of the	Company
Top Coast	Trustee	Trustee		2,180,530,000		62.79%
Investment				(Long position)
Limited
Zheng Huiqiong	Spouse	Family		2,192,530,000		63.14%
				(Long position)
				(Note 1)
Lu Liqing	Spouse	Family		2,180,530,000		62.79%
				(Long position)
				(Note 2)
Lu Yanping	(i) Benef cial	(i) Personal	(i)	7,000,000		62.99%
	owner			(Long position)
				(Note 3)
	(ii) Spouse	(ii) Family	(ii)	2,180,530,000
				(Long position)
				(Note 4)

Total: 2,187,530,000

– 16 –

GENERAL INFORMATION

APPENDIX

					Approximate
					% of existing
					issued
Name of		Nature of		Number of	share capital
Shareholder	Capacity	interest		Shares held	of the Company
Chan Siu Na	(i) Benef cial	(i) Personal	(i)	6,028,000	62.96%
	owner			(Long position)
				(Note 5)
	(ii) Spouse	(ii) Family	(ii)	2,180,530,000
				(Long position)
				(Note 6)
			Total: 2,186,558,000
JP Morgan	(i) Benef cial	(i) Benef cial	(i)	20,548,145
Chase & Co.	owner			(Long position)
				and 18,134,206
				(Short position)
	(ii) Investment	(ii) Other	(ii)	138,220,498
	manager			(Long position)
	(iii) Custodian	(iii) Other	(iii)	49,751,538
	corporation/			(Long position)
	approval
	lending agent
			Total: 208,520,181		6.00%
				(Long position)
				18,134,206	0.52%
				(Short position)

Notes:

1. Ms. Zheng Huiqiong is the spouse of Mr. Chan Cheuk Yin, Director, and the Shares were deemed to be the interests of Ms. Zheng Huiqiong.

2. Ms. Lu Liqing is the spouse of Mr. Chan Cheuk Hung, Director, and the Shares were deemed to be the interests of Ms. Lu Liqing.

3. Jointly held by Ms. Lu Yanping and her spouse Mr. Chan Cheuk Hei, Director.

4. Ms. Lu Yanping is the spouse of Mr. Chan Cheuk Hei, Director, and the Shares were deemed to be the interests of Ms. Lu Yanping.

5. Jointly held by Ms. Chan Siu Na and her spouse Mr. Chan Cheuk Nam, Director.

6. Ms. Chan Siu Na is the spouse of Mr. Chan Cheuk Nam, Director, and the Shares were deemed to be the interests of Ms. Chan Siu Na.

Save as disclosed herein, as at the Latest Practicable Date, none of the substantial Shareholders (other than Directors or chief executives of the Company) had informed to the Company that they had any interests or short positions in the Shares or underlying Shares which (i) would fall to be disclosed

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GENERAL INFORMATION

APPENDIX

to the Company under the provisions of Divisions 2 and 3 of Part XV of SFO or (ii) were recorded in the register required to be kept by the Company under Section 336 of SFO.

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

	Approximate %	Approximate %
	of interests held
Name of subsidiary	The Group	The other	Name of
		shareholder	the other shareholder
Crown Golden	70.00%	30.00%	Crystal I
Straight Up Limited	70.00%	30.00%	Join Billion Development
			Limited
Hodson Investment Limited	70.00%	30.00%	King of King Business
			Limited

Save as disclosed herein, as at the Latest Practicable Date, no other person was, 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.

3. SERVICE CONTRACTS

In accordance with article 87 of the Company’s articles of association, Mr. Chan Cheuk Yin, Mr. Chan Cheuk Hei and Mr. Kwong Che Keung, Gordon will retire from offi ce by rotation and being eligible, offer themselves for re-election at the AGM.

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

For the year ended 31 December 2010 and up to the Latest Practicable Date, the Directors were considered to have interests in the following businesses, which are to be disclosed as required pursuant to Rule 8.10 of the Listing Rules, 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 (i) the Group was interested and (ii) the Directors’ only interests were as directors appointed to represent the interests of the Group.

To avoid any business, apart from the Group’s business, which competes or is likely to compete, either directly or indirectly, with businesses of 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 “ Executive Directors ”) entered into a deed of non-competition and compensation with the Company (the “ Deed ”) to undertake that they will not, and shall procure their controlled affi liates not to engage in any possible competing business.

– 18 –

GENERAL INFORMATION

APPENDIX

Pursuant to Clause 2.2 of the Deed, the Company has a priority to participate in such business and the Executive Directors 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 Executive Directors will abstain from voting.

The Group has gradually developed its hotels business operation, and the Executive Directors have interests in the Shares and/or are directors of Zhongshan Agile Hotel Company Limited (“ Zhongshan Agile ”) and Zhongshan Agile Changjiang Hotel Company Limited (“ Changjiang Hotel ”). The business of these companies also includes holding and operating hotels (“ Excluded Businesses ”). In view of this, the Executive Directors issued a letter dated 10 September 2007 to the Company inviting the Company to exercise its rights to acquire the Excluded Businesses. A Board committee comprising the independent non-executive Directors (“ INED Committee ”) was formed to consider the acquisition of the Excluded Businesses. As the Excluded Businesses were in operation before the Group started its own hotel business and that the scale of the Excluded Businesses were considered insignifi cant compared with the businesses of the Group as a whole, the INED Committee concluded that the Excluded Businesses were unlikely to compete with the hotel business of the Group and decided not to acquire the Excluded Businesses.

In order to minimise the number of transactions of the Group with the Executive Directors, the Group entered into a sale and purchase agreement with Zhongshan Agile on 29 December 2008 (“ Agile Hotel Agreement ”) to acquire Agile Hotel in Sanxiang County, Zhongshan, Guangdong Province, PRC (“ Zhongshan Agile Hotel ”) (including the basement of a complex and fl oors up to 6/F with a total gross fl oor area of approximately 17,854 sq.m.), and the Company intends to enter into a supplemental agreement with Executive Directors to amend Agile Hotel Agreement. The acquisition is expected to be completed in the second quarter of 2011.

Since the business of Changjiang Hotel is operated and managed independently by individual companies, the Directors are of the view that the Group is capable of carrying on its hotel 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 of association and “Statement of Policy for Corporate Governance”, 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 material interest.

Save as disclosed herein, 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 was not aware of any material adverse change in the fi nancial or trading position of the Group since 31 December 2010, 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.

– 19 –

GENERAL INFORMATION

APPENDIX

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

Name

Qualifi cation

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 was not interested in any Shares 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 Shares 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 assets which had been, since 31 December 2010, 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.

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 2010, 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 and obtained the practitioner’s endorsement issued by 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 offi ce of the Company in the PRC is located at Agile Hotel, Jinyong Road, Sanxiang Town, Zhongshan City, Guangdong Province, PRC, Postal Code: 528463. The principal place of offi ce of the Company in Hong Kong is located at 20th Floor, 238 Nathan Road, Kowloon, Hong Kong.

• (e) The branch share registrar and transfer offi ce in Hong Kong of the Company is Tricor Investor Services Limited of 26th Floor, 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.

– 20 –

GENERAL INFORMATION

APPENDIX

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of offi ce of the Company in Hong Kong at 20th Floor, 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 2010;

• (c) the letter from the Independent Board Committee to the Independent Shareholders, the text of which is set out on page 10 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 11 to 13 of this circular;

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

• (f) the Subscription Agreement; and

• (g) this circular.

– 21 –

NOTICE OF EGM

==> picture [71 x 67] intentionally omitted <==

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 Island Ballroom, Level 5, Island Shangri-La Hong Kong, Two Pacifi c Place, Supreme Court Road, Central, Hong Kong on Thursday, 19 May 2011 at 2:45 p.m. or immediately after the conclusion of the annual general meeting which is to be held on the same day and at the same place at 2:30 p.m., whichever is earlier 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 market customary indemnities (the “ Bond Issue Indemnity ”) granted by the Company and the subsidiary guarantors named therein in the subscription agreement (the “ Subscription Agreement ”) dated 6 April 2011 entered into, among others, the Company, Standard Chartered Bank, Morgan Stanley & Co. International PLC (“ Morgan Stanley ”), The Hongkong and Shanghai Banking Corporation Limited, Barclays Bank PLC and The Royal Bank of Scotland N.V., Hong Kong Branch, in relation to the issue of US$500 million 4.0% convertible bonds due 2016 (the “ Bonds ”) in favour of and for the benefi t of Morgan Stanley, and any of its directors, offi cers or employees, affi liates or any United States person (if any) who controls Morgan Stanley for the purposes of Section 15 of the U.S Securities Act 1933, as amended or Section 20 of the U.S. Securities Exchange Act of 1934 (the “ Indemnifi ed Persons ”) whereby the Company and the subsidiary guarantors named in the Subscription Agreement 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 properly incurred) caused by any breach or alleged breach of any representation or warranty contained in the Subscription Agreement or whatsoever as set out in the Subscription Agreement; and

• (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 secretary of the Company (“ 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

– 22 –

NOTICE OF EGM

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 28 April 2011

Principal place of offi ce in Hong Kong: 20th Floor, 238 Nathan Road, Kowloon, Hong Kong

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

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 Company’s branch share registrar and transfer offi ce in Hong Kong, Tricor Investor Services Limited, at 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 registered 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.

– 23 –