Asia Energy Logistics Group Limited — Proxy Solicitation & Information Statement 2007

Dec 31, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in ITC Properties Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the 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 the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability)

(Stock Code : 199)

DISCLOSEABLE TRANSACTION ACQUISITIONS OF PROPERTIES IN HONG KONG

2nd January, 2008

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

DEFINITIONS

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

“2005 August Note”	the zero coupon convertible notes due 2010 in the
	aggregate principal amount of HK$1,000 million issued
	by the Company on 11th August, 2005, of which an
	aggregate principal amount of HK$471,050,000
	remained outstanding as at the Latest Practicable Date
“2006 June Note”	the 1% convertible notes due 2011 in the aggregate
	principal amount of HK$1,000 million issued by the
	Company on 15th June, 2006, of which an aggregate
	principal amount of HK$906,000,000 remained
	outstanding as at the Latest Practicable Date
“Acquisition(s)”	the acquisition(s) of the Properties by Castle Win
“Board”	the board of Directors
“Castle Win”	Castle Win International Limited (城威國際有限公司),
	an indirect wholly-owned subsidiary of the Company,
	which is incorporated in Hong Kong
“Company”	ITC Properties Group Limited, a company incorporated
	in Bermuda with limited liability, the issued Shares of
	which are listed on the Main Board of the Stock
	Exchange
“Completion”	completion of the Acquisitions under the Provisional
	Sale and Purchase Agreement(s)
“connected persons”	has the meaning ascribed to it under the Listing Rules
“Consideration”	the consideration payable by Castle Win under the
	Provisional Sale and Purchase Agreements for the
	Acquisitions, being in aggregate HK$229,800,000
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Latest Practicable Date”	27th December, 2007, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information contained herein

– 1 –

DEFINITIONS

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Macau” the Macau Special Administrative Region of the PRC “PRC” the People’s Republic of China, excluding Hong Kong, Macau and Taiwan for the purpose of this announcement “Properties” collectively Property 703 and Property 705 “Property 703” the parcel of land registered in the Land Registry as Section B of Kowloon Inland Lot No. 1263 and all the buildings erected thereon, being 703, Nathan Road, Mongkok, Kowloon, Hong Kong “Property 705” the parcel of land registered in the Land Registry as The Remaining Portion of Inland Lot No. 1263 and all the buildings erected thereon, being 705, Nathan Road, Mongkok, Kowloon, Hong Kong “Provisional Sale and (i) the provisional agreement for sale and purchase Purchase Agreement(s)” dated 10th December, 2007 entered into between Lucky Resources Investments Limited as vendor and Castle Win as purchaser in relation to the sale and purchase of Property 703 and (ii) the provisional agreement for sale and purchase dated 11th December, 2007 entered into between Pour Special Limited as vendor and Castle Win as purchaser in relation to the sale and purchase of Property 705 “Share(s)” share(s) of the Company “Shareholder(s)” shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” any one of the Vendors “Vendors” Lucky Resources Investments Limited (皆福有限公司) and Pour Special Limited (包卓有限公司 ), both are companies incorporated in Hong Kong “HK$” Hong Kong dollar, the lawful currency of Hong Kong “sq. ft.” square feet

– 2 –

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code : 199)

Executive Directors:

Mr. Cheung Hon Kit (Chairman) Mr. Chan Fut Yan (Managing Director) Mr. Wong Kam Cheong, Stanley (Deputy Managing Director) Mr. Cheung Chi Kit Mr. Lai Tsan Tung, David Mr. Ma Chi Kong, Karl

Independent non-executive Directors: Mr. Wong Chi Keung, Alvin Mr. Kwok Ka Lap, Alva Mr. Chui Sai Cheong

Registered office: Clarendon House Church Street Hamilton HM 11 Bermuda

Principal place of business in Hong Kong:

29/F., Paul Y. Centre 51 Hung To Road Kwun Tong Kowloon Hong Kong

2nd January, 2008

To the Shareholders, and for information only, holders of convertible notes of the Company,

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITIONS OF PROPERTIES IN HONG KONG

INTRODUCTION

The Board announced on 13th December, 2007 that Castle Win entered into the Provisional Sale and Purchase Agreements with the Vendors in relation to the acquisitions of the Properties on 10th December, 2007 and 11th December, 2007 respectively at an aggregate consideration of HK$229,800,000.

The Acquisitions in aggregate constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide the Shareholders with further details on the Acquisitions and other information as required under the Listing Rules.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

PROVISIONAL SALE AND PURCHASE AGREEMENTS

The principal terms of each of the Provisional Sale and Purchase Agreements are primarily the same which are set out below:

(1) Date:

• 10th December, 2007 for the Provisional Sale and Purchase Agreement in relation to Property 703; and

• 11th December, 2007 for the Provisional Sale and Purchase Agreement in relation to Property 705.

(2) Parties:

Vendors: Lucky Resources Investments Limited for Property 703; and Pour Special Limited for Property 705,

both of which were introduced to Castle Win by an estate agent. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries:

• (i) the principal business activities of the Vendors are investment holding;

• (ii) the Vendors have no common shareholding or common directors;

• (iii) the Vendors, their respective ultimate beneficial owners and the estate agent are independent of the Company and its connected persons and are not connected persons of the Company; and

• (iv) the Vendors do not have any relationship with the vendors of the Company’s acquisitions over the past 12 months.

Purchaser: Castle Win, an indirect wholly-owned subsidiary of the Company.

(3) Properties:

Property 703 is a corner site situated at the junction of Nathan Road and Fife Street with a gross site area of approximately 1,060 sq. ft. and Property 705 is situated next to Property 703 along Nathan Road with a gross site area of approximately 1,372 sq. ft. and together will have an aggregate re-developable gross floor area of approximately 30,000 sq. ft. Pursuant to the Provisional Sale and Purchase Agreements, Property 705 is sold to Castle Win with vacant possession and Property 703 is sold to Castle Win subject to several tenancies with independent third parties

– 4 –

LETTER FROM THE BOARD

at a total rental income of approximately HK$220,000 per month. Some of these tenancies contain a right for the landlord to terminate it by 6-month prior written notice for the reason of redevelopment. Save and except the said tenancies, in spite of the requests made by Castle Win, the Vendor(s) have not provided Castle Win with information on the aggregate rental and/or expenses as well as the book values of the Properties and therefore the Group is not able to ascertain the net profits attributable to the Properties for the last two financial years and the book values of the Properties.

(4) Consideration:

The purchase price for Property 703 is HK$166,300,000 and the purchase price for Property 705 is HK$63,500,000. The Consideration, being HK$229,800,000 in aggregate, is payable as follows:

• (a) HK$22,980,000, representing 10% of the Consideration, has already been paid by Castle Win as initial deposit (the “Initial Deposit”) upon the signing of the Provisional Sale and Purchase Agreements;

• (b) HK$22,980,000, representing 10% of the Consideration has already been paid by Castle Win as further deposit (the “Further Deposit”) on 19th December, 2007; and

• (c) the balance of the Consideration in the sum of HK$183,840,000 shall be paid by Castle Win upon Completion which shall be on or before 8th January, 2008.

If Castle Win defaults in Completion, the Initial Deposit and Further Deposit, or so much thereof as the law permits, will be liable to be forfeited by the Vendors. On the other hand if the Vendors shall default in Completion, Castle Win shall have the option to require specific performance or to rescind the Provisional Sale and Purchase Agreements (or the formal agreements to be entered into pursuant thereto) in which event the Initial Deposit and Further Deposit shall be refunded to Castle Win.

The Initial Deposit and the Further Deposit have been settled by internal resources of the Group. It is intended that a further 10% of the Consideration is to be settled from internal resources and the remaining balance of the Consideration will be financed by bank loan.

The Consideration was arrived at after arm’s length negotiation with the Vendors. The Directors consider that the Consideration is fair and reasonable since it was negotiated through an independent estate agent by reference to the market prices of similar properties in the surrounding areas of the Properties. The consideration of Property 703 is higher than that of Property 705 since the former is a corner site (i) having 2 frontages at the ground level and attracts more customer flow; (ii) having better view angle at upper level since there are more windows; and (iii) more convenient location since it is just next to a MTR station entrance.

– 5 –

LETTER FROM THE BOARD

The Properties were valued at HK$232,000,000 as at 11th December, 2007 by RHL Appraisal Ltd., an independent property valuer, as the market value on a redevelopment basis of the Properties as at such date in their existing states and conditions.

(5) Completion:

Completion shall take place on or before 8th January, 2008.

The Completion of each Provisional Sale and Purchase Agreement is interconditional on the other. There is no other conditions precedent for the Acquisitions.

FINANCIAL EFFECTS OF THE ACQUISITIONS

Earnings

The Acquisitions have no significant impact on the earnings of the Group.

Assets and Liabilities

It is not expected that the Acquisitions will have any significant impact on the Group’s net asset value as any increase in assets will be offset by a corresponding decrease in bank balances and cash of the Group and increase in bank borrowings.

Gearing

The gearing ratio of the Group is expected to increase as a result of the Acquisitions as 70% of the Consideration, in the amount of HK$160,860,000, is intended to be financed by bank borrowing.

REASONS FOR THE ACQUISITIONS

The Company is an investment holding company and its subsidiaries are principally engaged in property development and investment in Macau, the PRC and Hong Kong. The Group is also engaged in golf resort and leisure operations in the PRC, securities investment, trading of motorcycles and loan financing services.

The Board has been actively seeking property investment opportunities. The Board considers that the Acquisitions provide a good opportunity for the Company to invest in the Properties in view of the prospering property market in Hong Kong. It is currently intended that the Properties will be held for resale purpose but there is as at the Latest Practicable Date no negotiations with any third party on such resale.

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LETTER FROM THE BOARD

GENERAL

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 ITC Properties Group Limited Cheung Hon Kit Chairman

– 7 –

APPENDIX

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular, the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors or chief executive of the Company

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

• (i) Interests in the Shares and underlying Shares under equity derivatives (as defined in Part XV of the SFO)

					Number of
					underlying		Approximate
	Long				Shares		percentage of
	position/				(under equity		the issued
Name of	Short			Number of	derivatives of	Aggregate	share capital of
Director	position	Capacity	issued Shares		the Company)	interest	the Company
							(%)
Mr. Cheung Hon Kit	Long	Beneficial		8,000,000	–	8,000,000	0.26
(“Mr. Cheung”)	position	owner
Mr. Lai Tsan Tung,	Long	Interest of		–	39,718,584	39,718,584	1.28
David (“Mr. Lai”)	position	controlled			(Note)
		corporation

Note: Mr. Lai, an executive Director, was interested in the 39,718,584 underlying Shares of HK$17,476,177 zero coupon convertible notes due 2010 issued by the Company on 8th June, 2006 at the initial conversion price of HK$0.44 per Share held by Green Label Investments Limited (“Green Label”) by virtue of his beneficial interest in the entire issued share capital of Green Label.

– 8 –

APPENDIX

GENERAL INFORMATION

(ii) Interests in the share options of the Company

Exercise price Name of Director Date of grant Option period per share HK$ Mr. Cheung 15th August, 2006 15th August, 2006 – 0.50 14th August, 2008 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011 Mr. Chan Fut Yan 15th August, 2006 15th August, 2006 – 0.50 (“Mr. Chan”) 14th August, 2008 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011 Mr. Wong Kam 15th August, 2006 15th August, 2006 – 0.50 Cheong, Stanley 14th August, 2008 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011 Mr. Cheung Chi Kit 15th August, 2006 15th August, 2006 – 0.50 14th August, 2008 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011 Mr. Lai 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011 Mr. Ma Chi 27th July, 2007 27th July, 2007 – 0.67 Kong, Karl 26th July, 2011	Approximate percentage of the issued Number of share capital of share options the Company (%) 10,000,000 0.32 12,000,000 0.39 22,000,000 0.71 6,000,000 0.19 7,000,000 0.23 13,000,000 0.42 2,000,000 0.06 3,000,000 0.10 5,000,000 0.16 2,000,000 0.06 5,000,000 0.16 7,000,000 0.22 3,000,000 0.10 9,000,000 0.29	Approximate percentage of the issued Number of share capital of share options the Company (%) 10,000,000 0.32 12,000,000 0.39 22,000,000 0.71 6,000,000 0.19 7,000,000 0.23 13,000,000 0.42 2,000,000 0.06 3,000,000 0.10 5,000,000 0.16 2,000,000 0.06 5,000,000 0.16 7,000,000 0.22 3,000,000 0.10 9,000,000 0.29
		0.71 0.19 0.23
		0.42 0.06 0.10
		0.16 0.06 0.16
		0.22 0.10 0.29

– 9 –

APPENDIX

GENERAL INFORMATION

Exercise price Name of Director Date of grant Option period per share HK$ Mr. Wong Chi Keung, 15th August, 2006 15th August, 2006 – 0.50 Alvin (“Mr. Wong”) 14th August, 2008 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011 Mr. Kwok Ka Lap, 27th July, 2007 27th July, 2007 – 0.67 Alva 26th July, 2011 Mr. Chui Sai Cheong 15th August, 2006 15th August, 2006 – 0.50 14th August, 2008 27th July, 2007 27th July, 2007 – 0.67 26th July, 2011	Approximate percentage of the issued Number of share capital of share options the Company (%) 1,500,000 0.05 1,500,000 0.05 3,000,000 0.10 1,500,000 0.50 1,500,000 0.05 1,500,000 0.05 3,000,000 0.10	Approximate percentage of the issued Number of share capital of share options the Company (%) 1,500,000 0.05 1,500,000 0.05 3,000,000 0.10 1,500,000 0.50 1,500,000 0.05 1,500,000 0.05 3,000,000 0.10
		0.10 0.50 0.05 0.05
		0.10

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares or underlying shares of the Company or any of its associated corporation (within the meaning of Part XV of the SFO), which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, or (b) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or (c) were required, pursuant to the Model Code adopted by the Company, to be notified to the Company and the Stock Exchange.

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APPENDIX

GENERAL INFORMATION

(b) Interests of Shareholders discloseable pursuant to the SFO

As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company based on the register maintained by the Company pursuant to Part XV of the SFO, the following persons (other than a Director or chief executive of the Company) had, or were deemed or taken to have interests or short positions 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, 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 had any option in respect of such capital:

(i) Interests in the Shares

				Approximate
				percentage of
				the issued
Name of	Long position/		Number of	share capital of
Shareholder	Short position	Capacity	issued Shares	the Company
				(%)
Loyal Concept Limited	Long position	Beneficial	477,517,272	15.43
(“Loyal Concept”)		owner	(Note 1)
Hanny Magnetics (B.V.I.)	Long position	Interest of	517,517,272	16.72
Limited (“Hanny		controlled	(Note 1)
Magnetics”)		corporation
Hanny Holdings Limited	Long position	Interest of	517,517,272	16.72
(“Hanny”)		controlled	(Note 1)
		corporation
Famex Investment	Long position	Interest of	517,517,272	16.72
Limited (“Famex”)		controlled	(Note 1)
		corporations
Mankar Assets Limited	Long position	Interest of	517,517,272	16.72
(“Mankar”)		controlled	(Note 1)
		corporations
ITC Investment Holdings	Long position	Interest of	575,537,272	18.59
Limited (“ITC		controlled	(Note 1)
Investment”)		corporations
ITC Corporation	Long position	Interest of	701,107,272	22.65
Limited (“ITC”)		controlled	(Note 1)
		corporations

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APPENDIX

GENERAL INFORMATION

				Approximate
				percentage of
				the issued
Name of	Long position/		Number of	share capital of
Shareholder	Short position	Capacity	issued Shares	the Company
				(%)
Dr. Chan Kwok Keung,	Long position	Interest of	701,107,272	22.65
Charles (“Dr. Chan”)		controlled	(Note 1)
		corporations
	Long position	Beneficial	500,000	0.02
		owner	(Note 1)
			701,607,272	22.67
Ms. Ng Yuen Lan,	Long position	Interest of	701,607,272	22.67
Macy (“Ms. Ng”)		spouse	(Note 1)
Shepherd Investments	Long position	Beneficial	96,418,727	3.11
International, Ltd.		owner	(Note 2)
(“Shepherd”)
Stark Master Fund, Ltd.	Long position	Beneficial	134,978,817	4.36
(“Stark Master”)		owner
Stark Investments	Long position	Investment	214,252,725	6.92
(Hong Kong) Limited		manager	(Note 2)
(“Stark HK”)
Harmony Investment	Long position	Beneficial	52,135,000	1.68
Fund Limited		owner
(“Harmony”)

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APPENDIX

GENERAL INFORMATION

• (ii) Interests in the underlying Shares under equity derivatives (as defined in Part XV of the SFO)

			Number of	Approximate
			underlying	percentage of
			Shares (under	the issued
Name of	Long position/		equity derivatives	share capital of
Shareholder	Short position	Capacity	of the Company)	the Company
				(%)
Loyal Concept	Long position	Beneficial	1,135,714,285	36.69
		owner	(Note 1)
Hanny Magnetics	Long position	Interest of	1,135,714,285	36.69
		controlled	(Note 1)
		corporation
Hanny	Long position	Interest of	1,135,714,285	36.69
		controlled	(Note 1)
		corporation
Famex	Long position	Interest of	1,135,714,285	36.69
		controlled	(Note 1)
		corporation
Mankar	Long position	Interest of	1,135,714,285	36.69
		controlled	(Note 1)
		corporation
ITC Investment	Long position	Interest of	1,178,571,427	38.07
		controlled	(Note 1)
		corporations
ITC	Long position	Interest of	1,178,571,427	38.07
		controlled	(Note 1)
		corporations
Dr. Chan	Long position	Interest of	1,178,571,427	38.07
		controlled	(Note 1)
		corporations
Ms. Ng	Long position	Interest of	1,178,571,427	38.07
		spouse	(Note 1)
Shepherd	Long position	Beneficial	200,016,234	6.46
		owner	(Note 2)

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APPENDIX

GENERAL INFORMATION

			Number of	Approximate
			underlying	percentage of
			Shares (under	the issued
Name of	Long position/		equity derivatives	share capital of
Shareholder	Short position	Capacity	of the Company)	the Company
				(%)
Stark Master	Long position	Beneficial	264,594,155	8.55
		owner
Stark HK	Long position	Investment	391,623,375	12.65
		manager	(Note 2)
Gandhara Master	Long position	Investment	334,285,715	10.80
Fund Limited		manager
Harmony	Long position	Beneficial	114,285,714	3.69
		owner

Notes:

1. As at the Latest Practicable Date, Hanny and Hanny Magnetics were taken to have an interest in 517,517,272 Shares (in which 477,517,272 Shares were held by Loyal Concept and 40,000,000 Shares were held by Cyber Generation Limited (“Cyber”)); and 1,135,714,285 underlying Shares (in respect of a principal amount of HK$330 million under the 2005 August Note and a principal amount of HK$270 million under the 2006 June Note) held by Loyal Concept since Loyal Concept and Cyber were wholly-owned subsidiaries of Hanny Magnetics which, in turn, was a wholly-owned subsidiary of Hanny, the issued shares of which are listed on the Stock Exchange. Famex, a wholly-owned subsidiary of Mankar, was the controlling shareholder of Hanny. Mankar was a wholly-owned subsidiary of ITC Investment, which in turn was a wholly-owned subsidiary of ITC. Famex and Mankar were deemed to be interested in 517,517,272 Shares held by Loyal Concept and Cyber; and 1,135,714,285 underlying Shares (in respect of a principal amount of HK$330 million under the 2005 August Note and a principal amount of HK$270 million under the 2006 June Note) held by Loyal Concept. Selective Choice Investments Limited (“Selective”), a wholly-owned subsidiary of ITC Investment, owned 58,020,000 Shares and 42,857,142 underlying Shares (in respect of a principal amount of HK$30 million under the 2006 June Note). ITC Investment was deemed to be interested in 575,537,272 Shares which were held by Loyal Concept, Cyber and Selective; and 1,135,714,285 underlying Shares held by Loyal Concept and 42,857,142 underlying Shares held by Selective. Great Intelligence Holdings Limited (“Great Intelligence”), a wholly-owned subsidiary of ITC Management Group Limited, which in turn was a wholly-owned subsidiary of ITC. Dr. Chan was the controlling shareholder of ITC. Ms. Ng is the spouse of Dr. Chan. Great Intelligence owned 125,570,000 Shares. ITC was deemed to be interested in 701,107,272 Shares which were held by Loyal Concept, Cyber, Selective and Great Intelligence; and 1,135,714,285 underlying Shares held by Loyal Concept and 42,857,142 underlying Shares held by Selective. Dr. Chan owned 500,000 Shares and was deemed to be interested in 701,107,272 Shares which were held by Loyal Concept, Cyber, Selective and Great Intelligence; and 1,135,714,285 underlying Shares held by Loyal Concept and 42,857,142 underlying Shares held by Selective. Ms. Ng was deemed to be interested in 701,607,272 Shares which were held by Dr. Chan, Loyal Concept, Cyber, Selective and Great Intelligence; and 1,135,714,285 underlying Shares held by Loyal Concept and 42,857,142 underlying Shares held by Selective.

– 14 –

APPENDIX

GENERAL INFORMATION

1. As at the Latest Practicable Date, Stark HK was taken to have an interest as an investment manager in 214,252,725 Shares, a principal amount of HK$95 million under the 2005 August Note and a principal amount of HK$123 million under the 2006 June Note held by Centar Investments (Asia) Ltd., Shepherd, Stark Asia Master Fund, Ltd. and Stark International.

(iii) Other members of the Group

As at the Latest Practicable Date, so far as was known to the Directors and the chief executive of the Company, the following persons (not being a Director or chief executive of the Company) 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 members of the Group:

			Approximate
			percentage of
			the existing
			issued share/
Name of subsidiary	Name of shareholder	registered capital
			(%)
廣州番禺蓮花山高爾夫球	廣州市番禺旅游總公司		35
度假俱樂部有限公司
(Guangzhou Panyu Lotus Golf &
Country Club Co., Ltd.)
廣州市蓮翠房產物業	廣州市番禺旅游總公司		35
管理有限公司
(Guangzhou Lian Chui Property
Management Company Limited)
廣州市番禺偉迪斯高爾夫	廣州市番禺旅游總公司		34.91
房地產有限公司
(Guangzhou Pan Yu Wei Di Si Golf
Property Company Limited)
三亞亞龍灣風景高爾夫	三亞博后經濟開發有限公司		20
文化公園有限公司
(Sanya Yalong Bayview Golf
Garden Co., Ltd.)

– 15 –

APPENDIX

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company based on the register maintained by the Company pursuant to Part XV of the SFO, no other persons (not being a Director or chief executive of the Company) had, or deemed to have, any interest or short positions in the shares or underlying shares which were required to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, nor were there any persons, 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 members of the Group or held any option in respect of such capital.

(c) Competing interests

As at the Latest Practicable Date, interests of the Directors and their respective associates in competing businesses were as follows:

		Nature of
Name of Director	Name of company	competing business	Nature of interest
Mr. Cheung	Wing On Travel (Holdings)	Property business	As the managing
	Limited and its subsidiaries	and hotel operation	director
		in Hong Kong and
		the PRC
	Manwide Holdings Limited	Property business	As a director
	(a non wholly-owned	in the PRC
	subsidiary of Hanny)
	China Development Limited	Property investment	As a director and
		in Hong Kong	shareholder
	Artnos Limited	Property investment	As a director and
		in Hong Kong	shareholder
	Co-Forward Development	Property investment	As a director and
	Ltd.	in Hong Kong	shareholder
	Orient Centre Limited	Property investment	As a shareholder
		in Hong Kong
	Super Time Limited	Property investment	As a director and
		in Hong Kong	shareholder
	Asia City Holdings Ltd.	Property investment	As a director and
		in Hong Kong	shareholder

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APPENDIX

GENERAL INFORMATION

		Nature of
Name of Director	Name of company	competing business	Nature of interest
Mr. Cheung	Supreme Best Ltd.	Property investment	As a shareholder
		in Hong Kong
	Orient Holdings Limited	Property investment	As a director and
		in Hong Kong	shareholder
Mr. Wong	CNT Group Limited and	Property investment	As an executive
	its subsidiaries	and development	director
		in Hong Kong and
		the PRC

Mr. Cheung is the chairman of the Company who is principally responsible for the Group’s strategic planning and management of the operations of the Board. His role is clearly separated from that of the managing Director, Mr. Chan, who is principally responsible for the Group’s operation and business development. Mr. Wong, being an independent non-executive Director, does not participate in the daily management of the Group.

In addition, any significant business decision of the Group is to be determined by the Board. A Director who has interest in the subject matter being resolved will abstain from voting. In view of the above, the Board considers that the interests of Mr. Cheung and Mr. Wong in other companies will not prejudice their capacity as Directors nor compromise the interests of the Group and the Shareholders.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business apart from the Group’s businesses which competes or is likely to compete, either directly or indirectly, with the businesses of the Group.

(d) Other interests

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been since 31st March, 2007 (being the date to which the latest published audited accounts of the Company were made up), (i) acquired or disposed of by; or (ii) leased to; or (iii) proposed to be acquired or disposed of by; or (iv) proposed to be leased to, any member of the Group.

Save as disclosed above, none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Group.

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APPENDIX

GENERAL INFORMATION

3. CLAIMS AND LITIGATIONS

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group which does not expire or is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

5. MISCELLANEOUS

• The qualified accountant of the Company is Mr. Cheung Chi Kit, CPA , ACS , ACIS .

• The company secretary of the Company is Ms. Yan Ha Hung, Loucia, MBA , ACS(PE) , ACIS(PE) .

• The registered office of the Company is at Clarendon House, Church Street, Hamilton HM 11, Bermuda.

• The Company’s principal place of business in Hong Kong is situated at 29/F., Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.

• The branch share registrar and transfer office of the Company in Hong Kong is Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• The English texts of this circular prevail over the Chinese texts.

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