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

May 29, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect about this circular or as to the action you should take, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Macau Prime Properties Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

MACAU PRIME PROPERTIES HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 199)

DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITIONS OF PROPERTIES IN MACAU

* For identification purpose only

29th May, 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7

DEFINITIONS

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

“2005 August Note”	the zero coupon convertible notes due 2010 in the
	aggregate principal of HK$1,000 million issued by the
	Company on 11th August, 2005, of which an aggregate
	principal amount of HK$532,050,000 remained
	outstanding as at the Latest Practicable Date
“2006 June Note”	the 1% convertible notes due 2011 in the aggregate
	principal of HK$1,000 million issued by the Company
	on 15th June 2006, all of which remained outstanding
	as at the Latest Practicable Date
“Acquisition(s)”	the acquisition(s) of the Property or Properties by
	Smarteam Limited
“Board”	the board of Directors
“Company”	Macau Prime Properties Holdings 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 Sale and Purchase Agreement(s)
“connected persons”	has the meaning ascribed to it under the Listing Rules
“Consideration”	the consideration payable by Smarteam Limited under
	the Sale and Purchase Agreements for the Acquisitions,
	being in aggregate of HK$118,592,800
“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”	25th May, 2007, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange

– 1 –

DEFINITIONS

“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 circular
“Properties”	18 residential units and 18 car parking spaces in Ilha
	da Taipa, junto à Estrada Nordeste da Taipa Aterro da
	Baía de Pac On, Macau (澳門�仔北安灣P05地段海明
	灣畔1座), registered with the Real Estate Registry of
	Macau under no. 22143
“Property”	any one of the Properties
“Sale and Purchase	the sale and purchase agreement(s) entered into by
Agreement(s)”	the Vendor(s) and Smarteam Limited in relation to the
	sale and purchase of the Properties
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	holders of the Shares
“Shares”	ordinary shares of HK$0.01 each in the issued share
	capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	any one of the Vendors
“Vendors”	six individual Macau residents
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“sq.ft.”	square feet

– 2 –

LETTER FROM THE BOARD

MACAU PRIME PROPERTIES HOLDINGS LIMITED

(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

Non-executive Directors:

Mr. Ho Hau Chong, Norman (Deputy Chairman) Mr. Lo Lin Shing, Simon

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

Independent non-executive Directors:

Mr. Wong Chi Keung, Alvin Mr. Kwok Ka Lap, Alva Mr. Chui Sai Cheong

29th May, 2007

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

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION IN RELATION TO THE ACQUISITIONS OF PROPERTIES IN MACAU

INTRODUCTION

By an announcement dated 9th May 2007, the Board announced that Smarteam Limited, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreements with the Vendors in relation to the acquisitions of the Properties on 9th May, 2007 at an aggregate consideration of HK$118,592,800.

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

SALE AND PURCHASE AGREEMENTS

The terms of each of the Sale and Purchase Agreements are primarily the same. Set out below are the principal terms of the Sale and Purchase Agreements:

(1) Date:

9th May, 2007

(2) Parties:

Vendors:

Six individual Macau residents introduced to Smarteam Limited by an estate agent. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Vendors and the estate agent are independent of the Company and its connected persons and are not connected persons of the Company.

Purchaser:

Smarteam Limited, an indirect wholly-owned subsidiary of the Company.

(3) Properties:

The Properties comprise 18 residential units and 18 car parking spaces in Ilha da Taipa, junto à Estrada Nordeste da Taipa Aterro da Baía de Pac On, Macau (澳門 �仔北安灣 P05地段海明灣畔 1座 ), registered with the Real Estate Registry of Macau under no. 22143, with a total gross floor area of approximately 44,046 sq.ft. The construction of the Properties was completed on 30th November, 2005, and the Properties are currently vacant. The 18 residential units scatter from 1st floor to 13th floor of the same residential building (i.e. 海明灣畔 1座 ), which is situated at Taipa Island (�仔 ) and next to Crown Macau and University of Macau.

(4) Consideration:

The Consideration, being HK$118,592,800, is payable as follows:

• (a) HK$17,788,920, representing 15% of the Consideration, has already been paid by Smarteam Limited as initial deposit (the “Initial Deposit”) and part payment upon the signing of the Sale and Purchase Agreements;

• (b) HK$17,788,920, representing another 15% of the Consideration will be paid by Smarteam Limited as further deposit (the “Further Deposit”) and part payment on the earlier of the date of Completion or the 60th day after the date of the Sale and Purchase Agreements; and

• (c) the balance of the Consideration in the sum of HK$83,014,960 shall be paid by Smarteam Limited upon Completion.

– 4 –

LETTER FROM THE BOARD

The breakdown of the Consideration by each Sale and Purchase Agreement is as follows:

(i) One residential unit on 1st floor with gross floor area of approximately 2,839 sq.ft. and one car parking space (ii) Four residential units on 3rd floor with total gross floor area of approximately 9,788 sq.ft. and four car parking spaces (iii) Four residential units on 4th floor with total gross floor area of approximately 9,788 sq.ft. and four car parking spaces (iv) Four residential units on 9th floor with total gross floor area of approximately 9,788 sq.ft. and four car parking spaces (v) Two residential units on 11th floor with total gross floor area of approximately 4,894 sq.ft. and two car parking spaces (vi) Three residential units on 13th floor with total gross floor area of approximately 6,949 sq.ft. and three car parking spaces Total:

HK$ 6,655,000 23,881,000 25,817,600 27,615,200 14,071,200 20,552,800

118,592,800

The Initial Deposit and the Further Deposit has been and will be settled by internal resources of the Group respectively. The remaining balance of the Consideration will be financed by bank loan.

The Consideration was arrived at after arms’ length negotiation with the Vendors. No valuation report has been obtained in respect of the Properties; however, 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.

(5) Completion:

Completion shall take place on or before the 60th day after the date of the Sale and Purchase Agreements or a later date as mutually agreed (the “Extended Date”) in the event of any delays in arranging bank financing caused by the Vendor.

If Smarteam Limited cannot obtain bank financing for any of the Properties before the first anniversary of the Extended Date, the relevant Sale and Purchase Agreement shall then be terminated and any deposits paid together with interest accrued thereon shall be refunded by the relevant Vendor.

– 5 –

LETTER FROM THE BOARD

The Completion of each Sale and Purchase Agreement is not inter-conditional on each other.

FINANCIAL EFFECTS OF THE ACQUISITIONS

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 a large portion of the Consideration, in the amount of approximately HK$83 million, will be financed by bank borrowings.

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 securities investment, golf resort and hotel operations.

The Board has been actively seeking property investment opportunities principally in Macau. The Board considers that the Acquisitions provide a good opportunity for the Company to invest in the Properties in view of the prospering Macau property market. It is intended that the Properties will be held for resale purpose. In view of the above, the Directors consider the Acquisitions are in the interests of the Company and the Shareholders as a whole.

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

Macau Prime Properties Holdings Limited Cheung Hon Kit

Chairman

– 6 –

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, there are no other facts 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		4,000,000	–	4,000,000	0.16
(“Mr. Cheung”)	position	owner
Mr. Ho Hau Chong,	Long	Interest of		158,716,363	–	158,716,363	6.34
Norman	position	controlled		(Note 1)
(“Mr. Ho”)		corporation
Mr. Lai Tsan Tung,	Long	Interest of		–	39,718,584	39,718,584	1.59
David	position	controlled			(Note 2)
(“Mr. Lai”)		corporation

– 7 –

APPENDIX

GENERAL INFORMATION

Notes:

1. As at the Latest Practicable Date, each of Mr. Ho, the deputy chairman of the Company and a non-executive Director, and his brother, Mr. Ho Hau Hay, Hamilton, owned 50% interest in Kopola Investment Company Limited (“Kopola”) which beneficially owned 158,716,363 Shares.

2. As at the Latest Practicable Date, 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.

3. (ii) Interests in the share options of the Company

					Approximate
					percentage
					of the issued
			Exercise	Number	share capital
			price	of share	of the
Name of Director	Date of grant	Exercisable period	per Share	options	Company
			HK$		(%)
Mr. Cheung	15th August, 2006	15th August, 2006 –	0.50	10,000,000	0.40
		14th August, 2008
Mr. Chan Fut Yan	15th August, 2006	15th August, 2006 –	0.50	6,000,000	0.24
(“Mr. Chan”)		14th August, 2008
Mr. Wong Kam	15th August, 2006	15th August, 2006 –	0.50	2,000,000	0.08
Cheong, Stanley		14th August, 2008
Mr. Cheung Chi Kit	15th August, 2006	15th August, 2006 –	0.50	2,000,000	0.08
		14th August, 2008
Mr. Ho	15th August, 2006	15th August, 2006 –	0.50	3,000,000	0.12
		14th August, 2008
Mr. Lo Lin Shing,	15th August, 2006	15th August, 2006 –	0.50	1,500,000	0.06
Simon (“Mr. Lo”)		14th August, 2008
Mr. Wong Chi Keung,	15th August, 2006	15th August, 2006 –	0.50	1,500,000	0.06
Alvin (“Mr. Wong”)		14th August, 2008
Mr. Chui Sai Cheong	15th August, 2006	15th August, 2006 –	0.50	1,500,000	0.06
		14th August, 2008

– 8 –

APPENDIX

GENERAL INFORMATION

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.

(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 (not being 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 owner	356,137,272	14.24
(“Loyal Concept”)			(Note 1)
Hanny Magnetics (B.V.I.)	Long position	Interest of controlled	396,137,272	15.84
Limited (“Hanny		corporation	(Note 1)
Magnetics”)
Hanny Holdings Limited	Long position	Interest of controlled	396,137,272	15.84
(“Hanny”)		corporation	(Note 1)
Famex Investment Limited	Long position	Interest of controlled	396,137,272	15.84
(“Famex”)		corporation	(Note 1)
Mankar Assets Limited	Long position	Interest of controlled	396,137,272	15.84
(“Mankar”)		corporation	(Note 1)

– 9 –

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
				(%)
ITC Investment	Long position	Interest of controlled	396,137,272	15.84
Holdings Limited		corporations	(Note 1)
(“ITC Investment”)
ITC Corporation	Long position	Interest of controlled	396,137,272	15.84
Limited (“ITC”)		corporations	(Note 1)
Galaxyway Investments	Long position	Interest of controlled	396,137,272	15.84
Limited (“Galaxyway”)		corporations	(Note 1)
Chinaview International	Long position	Interest of controlled	396,137,272	15.84
Limited (“Chinaview”)		corporations	(Note 1)
Dr. Chan Kwok Keung,	Long position	Interest of controlled	396,137,272	15.84
Charles (“Dr. Chan”)		corporations	(Note 1)
Ms. Ng Yuen Lan, Macy	Long position	Interest of spouse	396,137,272	15.84
(“Ms. Ng”)			(Note 1)
Kopola	Long position	Beneficial owner	158,716,363	6.34
			(Note 2)
Mr. Ho	Long position	Interest of controlled	158,716,363	6.34
		corporation	(Note 2)
Mr. Ho Hau Hay,	Long position	Interest of controlled	158,716,363	6.34
Hamilton		corporation	(Note 2)
Shepherd Investments	Long position	Beneficial owner	96,418,727	3.85
International, Ltd.			(Note 3)
(“Shepherd”)
Stark Asia Master Fund,	Long position	Beneficial owner	57,847,636	2.31
Ltd. (“Stark Asia”)			(Note 3)
Stark Master Fund, Ltd.	Long position	Beneficial owner	134,978,817	5.40
(“Stark Master”)
Stark Investments	Long position	Investment manager	214,252,725	8.56
(Hong Kong) Limited			(Note 3)
(“Stark HK”)

– 10 –

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
				(%)
OZ Master Fund, Ltd.	Long position	Beneficial owner	1,267,527	0.05
(“OZ Master”)			(Note 4)
OZ Management, L.L.C.	Long position	Investment manager	2,727,727	0.11
(“OZ Management”)			(Note 4)
Highbridge Capital	Long position	Investment manager	69,566,817	2.78
Management LLC			(Note 5)
(“Highbridge Capital”)
Highbridge GP, Ltd.	Long position	Interest of controlled	69,566,817	2.78
(“Highbridge GP”)		corporation	(Notes 5
			and 6)
Mr. Clive Harris	Long position	Interest of controlled	69,566,817	2.78
		corporation	(Note 6)
Mr. Richard Crawshaw	Long position	Interest of controlled	69,566,817	2.78
		corporation	(Note 6)
Gandhara Master Fund	Long position	Investment manager	95,060,000	3.80
Limited (“Gandhara”)
Evolution Master Fund,	Long position	Beneficial owner	83,335,000	3.33
Ltd. SPC, Class “M”
Shares (“Evolution
Master”)
Evolution Capital	Long position	Investment manager	83,335,000	3.33
Management, LLC
(“Evolution Capital”)
Harmony Investment	Long position	Beneficial owner	51,205,000	2.05
Fund Limited
(“Harmony”)

– 11 –

APPENDIX

GENERAL INFORMATION

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

			Number of	Approximate
			underlying Shares	percentage of
			(under equity	the issued
Name of	Long position/		derivatives of	share capital of
Shareholder	Short position	Capacity	the Company)	the Company
				(%)
Loyal Concept	Long position	Beneficial owner	1,135,714,285	45.40
			(Note 1)
Hanny Magnetics	Long position	Interest of controlled	1,135,714,285	45.40
		corporation	(Note 1)
Hanny	Long position	Interest of controlled	1,135,714,285	45.40
		corporation	(Note 1)
Famex	Long position	Interest of controlled	1,135,714,285	45.40
		corporation	(Note 1)
Mankar	Long position	Interest of controlled	1,135,714,285	45.40
		corporation	(Note 1)
ITC Investment	Long position	Interest of controlled	1,178,571,427	47.11
		corporations	(Note 1)
ITC	Long position	Interest of controlled	1,178,571,427	47.11
		corporations	(Note 1)
Galaxyway	Long position	Interest of controlled	1,178,571,427	47.11
		corporations	(Note 1)
Chinaview	Long position	Interest of controlled	1,178,571,427	47.11
		corporations	(Note 1)
Dr. Chan	Long position	Interest of controlled	1,178,571,427	47.11
		corporations	(Note 1)
Ms. Ng	Long position	Interest of spouse	1,178,571,427	47.11
			(Note 1)

– 12 –

APPENDIX

GENERAL INFORMATION

			Number of	Approximate
			underlying Shares	percentage of
			(under equity	the issued
Name of	Long position/		derivatives of	share capital of
Shareholder	Short position	Capacity	the Company)	the Company
				(%)
Shepherd	Long position	Beneficial owner	200,016,234	8.00
			(Note 3)
Stark Asia	Long position	Beneficial owner	76,152,597	3.04
			(Note 3)
Stark Master	Long position	Beneficial owner	264,594,157	10.58
Stark HK	Long position	Investment manager	391,623,377	15.65
			(Note 3)
OZ Master	Long position	Beneficial owner	122,875,000	4.91
			(Note 4)
OZ Management	Long position	Investment manager	152,386,364	6.09
			(Note 4)
Highbridge Capital	Long position	Investment manager	147,012,987	5.88
			(Note 5)
Highbridge GP	Long position	Interest of controlled	147,012,987	5.88
		corporation	(Notes 5
			and 6)
Mr. Clive Harris	Long position	Interest of controlled	147,012,987	5.88
		corporation	(Note 6)
Mr. Richard Crawshaw	Long position	Interest of controlled	147,012,987	5.88
		corporation	(Note 6)
Gandhara	Long position	Investment manager	357,142,857	14.28
Evolution Master	Long position	Beneficial owner	48,571,429	1.94
Evolution Capital	Long position	Investment manager	48,571,429	1.94
Harmony	Long position	Beneficial owner	114,285,714	4.57

– 13 –

APPENDIX

GENERAL INFORMATION

Notes:

1. As at the Latest Practicable Date, Hanny and Hanny Magnetics were taken to have an interest in 396,137,272 Shares (in which 356,137,272 Shares were held by Loyal Concept and 40,000,000 Shares were held by Cyber Generation Limited (“Cyber”)); and 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 were listed on the Stock Exchange. Selective Choice Investments Limited (“Selective”), a wholly-owned subsidiary of ITC Investment, owned a principal amount of HK$30 million under the 2006 June Note. 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. Galaxyway, a wholly-owned subsidiary of Chinaview, was the controlling shareholder of ITC. Dr. Chan owned the entire issued share capital of Chinaview. As at the Latest Practicable Date, Dr. Chan also held directly approximately 0.32% of the issued ordinary share capital of ITC and approximately 0.003% of the issued share capital of Hanny. Ms. Ng is the spouse of Dr. Chan. Famex and Mankar were deemed to be interested in 396,137,272 Shares held by Loyal Concept and Cyber; and 1,135,714,285 underlying Shares held by Loyal Concept. ITC Investment, ITC, Galaxyway, Chinaview, Dr. Chan and Ms. Ng were deemed to be interested in 396,137,272 Shares which were 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) which were held by Loyal Concept and 42,857,142 underlying Shares (in respect of a principal amount of HK$30 million under the 2006 June Note) held by Selective.

2. As at the Latest Practicable Date, each of Mr. Ho, the deputy chairman of the Company and a non-executive Director, and his brother, Mr. Ho Hau Hay, Hamilton owned 50% interest in Kopola which beneficially owned 158,716,363 Shares.

3. 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 and Stark International.

4. As at the Latest Practicable Date, OZ Management was taken to have an interest as an investment manager in 2,727,727 Shares and a principal amount of HK$67,050,000 under the 2005 August Note held by OZ Asia Master Fund, Ltd. and OZ Master.

5. As at the Latest Practicable Date, Highbridge GP was taken to have an interest in 69,566,817 Shares, a principal amount of HK$10 million under the 2005 August Note and a principal amount of HK$87 million under the 2006 June Note held by Highbridge Master L.P. (“Highbridge Master”) and Highbridge Asia Opportunities Master Fund L.P. (“Highbridge Asia”) since Highbridge Master and Highbridge Asia were wholly-owned subsidiaries of Highbridge GP. Highbridge Capital was an investment manager of Highbridge Master and Highbridge Asia.

6. As at the Latest Practicable Date, each of Mr. Clive Harris and Mr. Richard Crawshaw owned 50% interest in Highbridge GP.

– 14 –

APPENDIX

GENERAL INFORMATION

(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	廣州市番禺旅遊總公司	35
高爾夫球度假俱樂部
(Guangzhou Panyu Golf
& Country Club)
廣州市蓮翠房產	廣州市番禺旅遊總公司	35
物業管理有限公司
(Guangzhou Lian Chui
Property Management
Company Limited)
番禺偉迪斯高爾夫房	廣州市番禺旅遊總公司	34.91
地產有限公司
(Pan Yu Wei Di Si Golf
Property Company
Limited)
三亞亞龍灣風景高爾夫	三亞博後經濟開發有限公司	20
文化公園有限公司
(Sanya Yalong Bayview
Golf Garden Co., Ltd.)

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.

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APPENDIX

GENERAL INFORMATION

(c) Competing interests

As at the Latest Practicable Date, interests of the Directors and their respective associates (as defined under the Listing Rules) 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 and hotel	As the managing
	Limited and its subsidiaries	operation in Hong Kong	director
		and the PRC
	Manwide Holdings Limited	Property business in the	As a director
	(a non wholly-owned	PRC
	subsidiary of Hanny)
	China Development Limited	Property investment in	As a director and
		Hong Kong	shareholder
	Artnos Limited	Property investment in	As a director and
		Hong Kong	shareholder
	Co-Forward Development Ltd.	Property investment in	As a director and
		Hong Kong	shareholder
	Orient Centre Limited	Property investment in	As a shareholder
		Hong Kong
	Super Time Limited	Property investment in	As a director and
		Hong Kong	shareholder
	Asia City Holdings Ltd.	Property investment in	As a director and
		Hong Kong	shareholder
	Supreme Best Ltd.	Property investment in	As a shareholder
		Hong Kong
	Orient Holdings Limited	Property investment in	As a director and
		Hong Kong	shareholder
Mr. Ho	Miramar Hotel and Investment	Property investment,	As a director
	Company, Limited and its	property development
	subsidiaries	and sales, and hotel
		operation
	Shun Tak Holdings Limited	Property investment in	As an independent
		Macau	non-executive
			director

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APPENDIX

GENERAL INFORMATION

		Nature of
Name of Director	Name of company	competing business	Nature of interest
Mr. Lo	The Kwong Sang Hong	Property development,	As a director
	International Limited and its	sales of properties and
	subsidiaries	property leasing
	Mongolia Energy Corporation	Property investment	As the chairman
	Limited and its subsidiaries		and an executive
			director
Mr. Wong	CNT Group Limited and its	Property investment and	As an executive
	subsidiaries	development in	director
		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. Ho and Mr. Lo, being non-executive Directors and Mr. Wong, being an independent non-executive Director, do 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, Mr. Ho, Mr. Lo 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 (as defined under the Listing Rules) 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.

3. CLAIMS AND LITIGATIONS

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration 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).

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APPENDIX

GENERAL INFORMATION

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 Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• The English texts of this circular prevail over their respective Chinese texts.

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