Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2005

Jan 21, 2005

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 your stockbroker 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 China Overseas Land & Investment Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker 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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(Stock Code: 688)

(incorporated in Hong Kong with limited liability)

DISCLOSEABLE TRANSACTION

21 January 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– i –

DEFINITIONS

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

• “Acquisition”

means the acquisition of a 65% equity interest in Changjiang Second Bridge Company for a consideration of RMB 944,800,000 (equivalent to approximately HK$891,320,755), pursuant to the Share Transfer Agreement

“Affiliate(s)” means, with respect to an entity, (i) another entity that, directly or indirectly owns 25% or more shares of such entity; (ii) another entity 25% or more of whose shares is directly or indirectly owned by such entity; (iii) another entity 25% or more of whose shares is directly or indirectly owned by the same third party which also owns 25% or more of shares in such entity

• “Board”

• the board of Directors

• “Bridge”

• 南京長江第二大橋 (Nanjing Changjiang Second Largest Bridge)

• “Changjiang Second Bridge Company”

• 南京長江第二大橋有限責任公司 (Nanjing Changjiang Second Bridge Company Limited), a state owned company established in the PRC

• “Company”

• China Overseas Land & Investment Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange

• “connected person” or the term “connected person” or “associate” shall have the meanings as “associate” defined in the Listing Rules

• “Director(s)”

• the director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 18 January 2005, 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
“Nanjing Transportation	南京市交通建設投資控股（集團）有限責任公司(Nanjing Transportation
Construction Company”	Construction Investment Holding (Group) Company Limited), a state
	owned company established in the PRC engaging in the operation of
	state owned assets
“PRC”	the People’s Republic of China, and for the purpose of this announcement,
	excluding Hong Kong, the Macau Special Administrative Region and
	Taiwan
“SFO”	the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong
	Kong)
“Share Transfer Agreement”	the share transfer agreement dated 28 December 2004 and entered into
	between Shenzhen Overseas and Nanjing Transportation Construction
	Company in relation to the Acquisition
“Shenzhen Overseas”	深圳市中海投資有限公司(Shenzhen Overseas Investment Limited), a
	company established in the PRC and an indirect wholly-owned subsidiary
	of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“RMB”	means Renminbi, the lawful currency of the PRC

– 2 –

LETTER FROM THE BOARD

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(Stock Code: 688)

(incorporated in Hong Kong with limited liability)

Directors: Sun Wen Jie (Chairman) Kong Qingping (Vice Chairman and Chief Executive) Yao Peifu (Vice Chairman) Cui Duosheng Cheung Shiu Kit Wu Jianbin Yip Chung Nam

Registered Office: 29th Floor, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong.

Independent Non-Executive Directors: Dr. Li Kwok Po, David O.B.E., J.P. Mr. Lam Kwong Siu Mr. Wong Ying Ho, Kennedy, J.P.

21 January 2005

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

INTRODUCTION

The Board announced on 30 December 2004 that Shenzhen Overseas was successful in their bidding for a 65% equity interest in Changjiang Second Bridge Company and that on 28 December 2004, Shenzhen Overseas entered into the Share Transfer Agreement with Nanjing Transportation Construction Company on the acquisition of such 65% interest in Changjiang Second Bridge Company for a consideration of RMB 944,800,000 (equivalent to approximately HK$891,320,755). The transaction under the Share Transfer Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The purpose of this circular is to provide you with further information in relation to the Acquisition and other information as required under the Listing Rules.

– 3 –

LETTER FROM THE BOARD

THE SHARE TRANSFER AGREEMENT

Date

28 December 2004

Parties

• (1) Nanjing Transportation Construction Company, a third party independent of and unconnected with the Company and its connected persons, and not being a connected person of the Company, as the vendor; and

• (2) Shenzhen Overseas, an indirect wholly-owned subsidiary of the Company, as the purchaser.

Assets Involved

A 65% equity interest in Changjiang Second Bridge Company for a consideration of RMB 944,800,000 (equivalent to approximately HK$891,320,755). The remaining 35% equity interest in Changjiang Second Bridge Company will be held by Nanjing Transportation Construction Company.

Changjiang Second Bridge Company is a state owned company established in the PRC on 10 February 1999 and is engaged mainly in the construction, operation and management of the Bridge. The construction of the Bridge was completed on 26 March 2001. It has a length of 21 kilometres, comprising of Nancha Bridge, Beicha Bridge and three highways, namely South Coast Lane, North Coast Lane and Bagua Connecting Lane. Changjiang Second Bridge Company was granted the exclusive right by the Nanjing Municipal Government to operate the Bridge and its ancillary facilities, including the establishment of a toll station on the Bridge and collection of tolls, for a term from 10 February 1999 (the date of establishment of Changjiang Second Bridge Company) to 25 March 2031.

Changjiang Second Bridge Company has undergone a reorganisation in October 2004 such that Changjiang Second Bridge Company shall be engaged mainly in the operation of the Bridge for the purpose of the Acquisition. On this basis, a set of financial statements for the financial year ended 31 December 2003 and the ten months ended 31 October 2004, which was audited by the PRC registered accountants, was prepared to reflect the financial position of Changjiang Second Bridge Company on the basis as if the restructuring were fully completed. Based on such set of financial statements, the net asset value of Changjiang Second Bridge Company as at 31 December 2003 was about RMB 184,440,238 (equivalent to approximately HK$174,000,225) and the net asset value of Changjiang Second Bridge Company as at 31 October 2004 was about RMB 156,625,970 (equivalent to approximately HK$147,760,349). The net losses (before and after minority interests) of Changjiang Second Bridge Company for the financial year ended 31 December 2003 were about RMB 78,629,553 (equivalent to approximately 74,178,824) and RMB 78,630,560 (equivalent to approximately HK$74,179,774) respectively and the net profits (before and after minority interests) for the subsequent ten months ended

– 4 –

LETTER FROM THE BOARD

31 October 2004 were about RMB 2,432,161 (equivalent to approximately HK$2,294,492) and RMB 2,432,265 (equivalent to approximately HK$2,294,590) respectively. No taxation was charged in the income statements of Changjiang Second Bridge Company for the financial year ended 31 December 2003 and the subsequent ten months ended 31 October 2004.

Consideration

The consideration for the Acquisition is RMB 944,800,000 (equivalent to approximately HK$891,320,755) payable by Shenzhen Overseas in cash.

An amount of RMB 100,000,000 (equivalent to approximately HK$94,339,623) has been paid to Nanjing Transportation Construction Company on 21 December 2004 as a guarantee fund, which has been deducted from the consideration of RMB 944,800,000 (equivalent to approximately HK$891,320,755) payable by Shenzhen Overseas. The balance of RMB 844,800,000 (equivalent to approximately HK$796,981,132) has been paid on 30 December 2004 in accordance with the Share Transfer Agreement.

Under the Share Transfer Agreement, both parties have also agreed to procure Changjiang Second Bridge Company to repay an outstanding shareholder’s loan owed by Changjiang Second Bridge Company to Nanjing Transportation Construction Company in the amount of RMB 786,567,700 (equivalent to approximately HK$742,045,000), which was granted to Changjiang Second Bridge Company as its working capital, within 3 years from the execution of the Share Transfer Agreement and be held liable for such repayment in the proportion of their respective equity interest in Changjiang Second Bridge Company. Shenzhen Overseas will therefore be liable for repayment of RMB 511,269,005 (equivalent to approximately HK$482,329,250), which represents 65% of the said loan. Save for such liability for repayment of 65% of the said loan and the consideration of RMB 944,800,000 (equivalent to approximately HK$891,320,755) for the Acquisition payable under the Share Transfer Agreement, there is no further contractual commitment on the part of Shenzhen Overseas to contribute to the funding of Changjiang Second Bridge Company.

The Acquisition consideration of RMB 944,800,000 (equivalent to approximately HK$891,320,755) represents about a premium of about RMB 842,993,120 (equivalent to approximately HK$795,276,528) to 65% of the net asset value of about RMB 156,625,970 (equivalent to approximately HK$147,760,349) of Changjiang Second Bridge Company as at 31 October 2004.

As mentioned above, the construction of the Bridge was only completed in 2001. The Bridge is still at an initial stage of its operation and has began to generate a net profit in 2004. Having regarded to the future profitability of Changjiang Second Bridge Company which can be generated from the operation of the Bridge for the long remaining term of up to 26 years of the right to operate the Bridge, the Directors are of the view that the consideration for the Acquisition (including the contingent liability for the repayment of 65% of the shareholder’s loan owed by Changjiang Second Bridge Company to Nanjing Transportation Construction Company) is fair and reasonable. The cost of the Acquisition has been funded by internal resources and the Group’s bank borrowings of RMB 450,000,000.

– 5 –

LETTER FROM THE BOARD

Completion

There are no conditions precedent to completion of the Acquisition. Under the Share Transfer Agreement, the transfer of equity interest for the Acquisition has been completed upon payment of the balance of RMB 844,800,000 (equivalent to approximately HK$796,981,132) by Shenzhen Overseas to Nanjing Transportation Construction Company on 30 December 2004.

Other Terms

On 23 December 2004, Shenzhen Overseas has given two performance bonds issued by a commercial bank registered in the PRC in the aggregate amount of RMB 920,000,000 (equivalent to approximately HK$867,924,528) in favour of Nanjing Transportation Construction Company to secure the performance of its obligations under the Share Transfer Agreement. Such performance bonds have been returned to Shenzhen Overseas on 31 December 2004 for cancellation after the payment of the balance of the consideration in the amount of RMB844,800,000 on 30 December 2004.

Neither Nanjing Transportation Construction Company nor Shenzhen Overseas shall transfer all or any part of its shareholding in Changjiang Second Bridge Company to any person other than their respective Affiliate(s) during the term of operation of Changjiang Second Bridge Company, without prior written consent from the other party.

Shenzhen Overseas has also agreed to share the profits and losses of Changjiang Second Bridge Company with Nanjing Transportation Construction Company in the proportion of their respective equity interest in Changjiang Second Bridge Company.

NEW ARTICLES OF ASSOCIATION OF THE JOINT VENTURE OF CHANGJIANG SECOND BRIDGE COMPANY

Shenzhen Overseas and Nanjing Transportation Construction Company will, following the execution of the Share Transfer Agreement, approve at the shareholders’ meeting of Changjiang Second Bridge Company the adoption and execution of the new articles of association of Changjiang Second Bridge Company, which include major terms of the joint venture of Changjiang Second Bridge Company as set out below:–

Date of establishment:

10 February 1999

Nature of establishment:

Limited liability company

– 6 –

LETTER FROM THE BOARD

Term of operation:

10 February 1999 to 25 March 2031

Registered capital:

RMB 600,000,000 (equivalent to approximately HK$566,037,736) contributed as to:-

• Nanjing Transportation Construction Company: RMB 210,000,000 (equivalent to approximately HK$198,113,208) (35%)

• Shenzhen Overseas: RMB 390,000,000 (equivalent to approximately HK$367,924,528) (65%)

(which sum has been included as part of the consideration payable for the Acquisition under the Share Transfer Agreement)

No total investment stated in the new articles of association of Changjiang Second Bridge Company.

Return of assets relating to the Bridge on expiry of the term of operation:

The Bridge is a state-owned asset. The Nanjing Municipal Government granted an exclusive right to operate the Bridge and its ancillary facilities to Changjiang Second Bridge Company during its term of operation and upon the expiry of such term, Changjiang Second Bridge Company shall return all the assets relating to the Bridge and its ancillary facilities necessary for the normal operation of the Bridge to the Nanjing Municipal Government or to such department as it may direct. On liquidation of Changjiang Second Bridge Company, its remaining assets (other than those assets relating to the Bridge and its ancillary facilities which will be required to be returned to the Nanjing Municipal Government) will be distributed among its shareholders in the proportion of their respective contributions to the capital of Changjiang Second Bridge Company.

Management of Changjiang Second Bridge Company:

The board of directors of Changjiang Second Bridge Company comprises of seven members, including one special director to be appointed by the Nanjing Municipal Government or a relevant department authorised by it, two directors to be nominated by Nanjing Transportation Construction Company and four directors to be nominated by Shenzhen Overseas.

The chairman shall be nominated by Shenzhen Overseas and the vice-chairman shall be nominated by Nanjing Transportation Construction Company.

– 7 –

LETTER FROM THE BOARD

Certain matters, such as plans for its operation, investment and financing and any increase in its registered capital shall be resolved by more than two-thirds of all the directors of Changjiang Second Bridge Company.

IMPACT ON THE GROUP AND REASONS FOR THE TRANSACTIONS

The Group is principally engaged in property development and investment, building and civil construction, foundation engineering and project management, infrastructure project investments, investment holding, real estate agency and management, and treasury operations.

Nanjing Transportation Construction Company is a state owned company established in the PRC engaging in the operation of state owned assets. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiry, Nanjing Transportation Construction Company is a third party independent of and unconnected with the Company and its connected persons, and is not a connected person of the Company.

The Directors believe that the Acquisition will allow the Group to participate in the operation and management of the Bridge via its shareholding in Changjiang Second Bridge Company, broaden the asset base and profit source of the Group.

The Directors consider the terms of the Share Transfer Agreement (including the contingent liability of Shenzhen Overseas for the repayment of 65% of the shareholder’s loan owed by Changjiang Second Bridge Company to Nanjing Transportation Construction Company) to be fair and reasonable and that the transaction thereunder is in the interest of the Company and its shareholders as a whole.

As mentioned above, certain matters at the board meeting of Changjiang Second Bridge Company must be resolved by more than two-thirds of all the directors of Changjiang Second Bridge Company. Since the number of directors to be nominated by Shenzhen Overseas is less than two-thirds of the total number of the directors of Changjiang Second Bridge Company, Shenzhen Overseas cannot control all decisions at the board of Changjiang Second Bridge Company, and Changjiang Second Bridge Company will be equity accounted for in the books of the Group as a jointly-controlled entity upon completion of the Acquisition. Accordingly, following the completion of the Acquisition, the Group’s assets and liabilities and results will include the Group’s 65% interest and the results of Changjiang Second Bridge Company on an equity-accounting basis. The Group’s assets and liabilities will also be increased by the bank borrowings of RMB450,000,000 that has been drawn to finance the Acquisition.

Yours faithfully,

By order of the Board

China Overseas Land & Investment Limited

Kong Qingping

Vice Chairman & Chief Executive

– 8 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executives

As at the Latest Practicable Date, the interests and short positions of the Directors and the Company’s chief executives in the shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), the Model Code for Securities Transactions by Directors of Listed Companies and which were required to be entered in the register required to be kept under section 352 of the SFO were as follows:

Personal Interests in the Shares

Name of director	Number of	Percentage of
	Shares held	issued share capital
Mr. Sun Wen Jie	3,800,000	0.06
Mr. Kong Qingping	2,460,000	0.04
Mr. Yao Peifu	2,300,000	0.04
Mr. Cui Duosheng	2,940,000	0.05
Mr. Wu Jianbin	1,040,000	0.02
Mr. Yip Chung Nam	2,200,000	0.03
Dr. Li Kwok Po, David	200,000	0.00

– 9 –

GENERAL INFORMATION

APPENDIX

Underlying Shares

As at the Latest Practicable Date, the outstanding number of Shares issuable under the share options granted pursuant to the Share Option Scheme to the Directors and the Chief Executive of the Company was 99,150,000 Shares, representing approximately 1.55% of the issued capital of the Company.

							Approximate
							percentage
							of the issued
							share capital
							of the
							Company
							as at the
							Latest
Name of director		Number of	shares under options granted on				Practicable
	17 July 1997	14 Feb. 1998	30 Sep. 1998	4 Jan. 2000	18 June 2004	Total	Date
	(Note 1)	(Note 2)	(Note 3)	(Note 4)	(Note 5)
Mr. Sun Wen Jie	6,880,000	19,480,000	1,520,000	1,500,000	3,360,000	32,740,000	0.51
Mr. Kong Qingping	1,000,000	10,720,000	920,000	1,200,000	3,360,000	17,200,000	0.27
Mr. Yao Peifu	3,800,000	15,000,000	1,000,000	1,200,000	2,880,000	23,880,000	0.37
Mr. Cui Duosheng	1,000,000	8,520,000	360,000	680,000	2,880,000	13,440,000	0.21
Mr. Cheung Shiu Kit	1,000,000	–	–	–	2,880,000	3,880,000	0.06
Mr. Wu Jianbin	550,000	640,000	360,000	780,000	2,880,000	5,210,000	0.08
Mr. Yip Chung Nam	800,000	–	–	–	2,000,000	2,800,000	0.04

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the Company’s chief executives, had, under Divisions 7 and 8 of Part XV of the SFO, nor were they taken to or deemed to have under such provisions of the SFO, any interests or short positions in the shares, underlying shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) or any interests which are required to be entered into the register kept by the Company pursuant to section 352 of the SFO or any interests which are required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules.

– 10 –

GENERAL INFORMATION

APPENDIX

(b) Interests of shareholders discloseable pursuant to the SFO

Save as disclosed below, the Directors are not aware of any other person (other than a Director or chief executive of the Company or his/her respective associate(s)) who, as at the Latest Practicable Date, had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

			Approximate
			percentage of
			the outstanding
		Name of	share capital
Name of Shareholder	Nature	Shares held	of the Company
China Overseas Holdings Limited	Long Position	3,237,050,800	50.71%
China State Construction Engineering
Corporation	Long Position	3,237,050,800	50.71%

China State Construction Engineering Corporation owns 100% of China Overseas Holdings Limited and is accordingly deemed by the SFO to be interested in 3,237,050,800 Shares directly owned by China Overseas Holdings Limited.

Notes:

• (1) The share options were granted at an exercise price of HK$4.06 per Share, exercisable for the period from 17 July 1998 to 16 July 2007 (both days inclusive).

• (2) The share options were granted at an exercise price of HK$1.08 per Share, exercisable for the period from 14 February 1999 to 13 February 2008 (both days inclusive).

• (3) The share options were granted at an exercise price of HK$0.52 per Share, exercisable for the period from 30 September 1999 to 29 September 2008 (both days inclusive).

• (4) The share options were granted at an exercise price of HK$0.58 per Share, exercisable for the period from 4 January 2001 to 3 January 2010 (both days inclusive).

• (5) The share options were granted at an exercise price of HK$1.13 per Share, exercisable for the period from 18 June 2005 to 17 June 2014 (both days inclusive).

For the latest disclosure of interests filings, they can be found at the “Disclosure of Interests” section at the Stock Exchange’s web-site at www.hkex.com.hk.

– 11 –

GENERAL INFORMATION

APPENDIX

(c) Substantial shareholding in other members of the Group

Save as disclosed below, the Directors are not aware of any other person (other than a Director or chief executive of the Company or his/her respective associate(s)) who, as at the Latest Practicable Date, was directly or indirectly interested in 10 per cent. 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:

Name of	Name of	Percentage of
Subsidiaries	substantial shareholders	Shareholdings
Macwan Finance Limited	Brilliant Fortune Properties Limited	20%
（名運財務有限公司）	（旭威置業有限公司）
	Golden Properties Finance Limited	10%
Maxjet Finance Limited	Goldmond Finance Company Limited	10%
（美逸財務有限公司）
Macwan Limited	Rich Tower Properties Limited	20%
（名運有限公司）	（鴻堅置業有限公司）
	Golden Queen International Limited	10%
Maxjet Company Limited	Goldmond Company Limited	10%
（美逸有限公司）
Macfull Finance Limited	Denmore Limited	20%
（名發財務有限公司）
	Smart Winner Development Limited
	（邦永發展有限公司）	10%
	Top Brain Development Limited	10%
	（豐迎置業有限公司）

– 12 –

GENERAL INFORMATION

APPENDIX

Name of	Name of	Percentage of
Subsidiaries	substantial shareholders	Shareholdings
Macfull Limited	Denmore Limited	20%
（名發有限公司）
	Smart Winner Development Limited	10%
	（邦永發展有限公司）
	Top Brain Development Limited	10%
	（豐迎置業有限公司）
China Overseas Installation	Shanghai Industrial Equipment	35%
Works Limited	Installation Corp.
（中國海外安裝工程	（上海市工業設備安裝公司）
有限公司）
China Overseas -	Young’s Engineering Holdings Limited	49%
Young’s Mechanical &
Electrical Engineering Limited
（中景機電工程有限公司）
Nanjing China Overseas	Contemporary Developments Ltd.	25%
Wolong Real Estate	（現代發展有限公司）
Development Limited
（南京中海臥龍房地產開發
有限公司）
Nanjing China Overseas	Contemporary Developments Ltd.	25%
Xiandai Real Estate	（現代發展有限公司）
Development Limited
（南京中海現代房地產開發
有限公司）
Shenzhen Haipeng Property	Shenzhen Gangpengji Investment	35%
Development Limited	Development Limited
（深圳市海鵬物業發展	（深圳市港鵬基投資發展有限公司）
有限公司）

– 13 –

GENERAL INFORMATION

APPENDIX

Name of	Name of		Percentage of
Subsidiaries	substantial shareholders	Shareholdings
Shanghai Haixing Real	Shanghai Zhongcheng Venture		49%
Estate Limited	Group Real Estate Limited
（上海海興房產有限公司）	（上海中城企業集團房地產有限公司）
Shanghai Winning Property	Prudential Surplus Limited		32%
Development Co., Ltd.	（佳利盛有限公司）
（上海永菱房地產有限公司）
Beijing Zhonghai Seagarden	Benefit Sales Limited		28%
Real Estate Development	（益業有限公司）
Co., Ltd.
（北京中海海洋花園房地產
開發有限公司）
Beijing Guo Run Property	Xihua Industrial Investment Group Limited		25%
Development Limited	（鍚華實業投資集團有限公司）
（北京國潤房地產開發
經營有限公司）
Shenzhen China Overseas	Shenzhen Huifusheng Industrial Co., Ltd.		49%
Freight Co., Ltd.	（深圳市㶅福盛實業有限公司）
（深圳市中海運輸有限公司）
Guangzhou China Overseas	Dongjiang Industrial and Development		10%
Science City Residential Park	Company Limited
Development Co., Ltd.	（東江實業發展有限公司）
（廣州中海科學城生活園區
發展有限公司）
China Overseas Property	Shenzhen China Overseas Investment		11%
Group Co., Ltd.	Management Co., Ltd.
（中海地產股份有限公司）	（深圳市中海投資管理有限公司）

– 14 –

GENERAL INFORMATION

APPENDIX

Name of	Name of	Percentage of
Subsidiaries	substantial shareholders	Shareholdings
Nanchang China Overseas	Nanchang Daqiao Co., Ltd.	44.76%
Infrastructure Co., Ltd.	（南昌大橋有限責任公司）
（南昌中海基礎建設
有限公司）
Shenzhen China Overseas	Shenzhen Huifusheng Industrial Co., Ltd.	38%
Information Technology	（深圳市㶅福盛實業有限公司）
Co., Ltd.
（深圳市中海資訊科技
有限公司）
Nanchang Haisheng	Nanchang Daqiao Co., Ltd.	44.76%
City Bridges Co., Ltd.	（南昌大橋有限責任公司）
南昌海盛城市橋樑
有限公司
Nanchang Haixing	Nanchang Daqiao Co., Ltd.	44.76%
City Bridges Co., Ltd.	（南昌大橋有限責任公司）
（南昌海興城市橋樑
有限公司）
Shenyang Pengfa	Shenyang Huanggufen Coal Ash	10%
Industrial Co., Ltd.	Construction Materials Company Limited
瀋陽鵬發實業有限公司	（瀋陽皇姑粉煤灰建材有限公司）
Taixing China Overseas	Taixing Taitong Investment	30%
Qiwei Ferry Establishment	Development Company Limited
Co., Ltd.	（泰興市泰通投資發展有限公司）
（泰興中海七圩輪渡設施
經營有限公司）
Taixing Haotong Qiwei Qidu	Taixing Taitong Investment	30%
Transport Co., Ltd.	Development Company Limited
（泰興市浩通七圩汽渡	（泰興市泰通投資發展有限公司）
運輸有限公司）

– 15 –

GENERAL INFORMATION

APPENDIX

Name of	Name of	Percentage of
Subsidiaries	substantial shareholders	Shareholdings
Shenzhen Pengjun	Lai Ming	36%
Transportation Services
Co., Ltd.	Zhang Huashan	12%
（深圳市鵬駿運輸服務
有限公司）
Shandong Haitian	Shandong Municipal Construction	40%
Construction and Decoration	Corporation
Co., Ltd.	（山東市政建設總公司）
（山東海天建築裝飾
工程有限公司）
Beijing Jiayide Real	Beijing Lidi Property Co., Ltd.	20%
Estate Development Co., Ltd.	（北京利地地產有限公司）
（北京嘉益德房地產開發
有限公司）
China Overseas Sino Land	Sino Land (Sichuan) Co., Ltd.	20%
(Chengdu) Property	（信和置業（四川）有限公司）
Development Co., Ltd.
（中海信和（成都）物業
發展有限公司）
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Longhui Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海龍匯房
地產開發有限公司）
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Long Rui Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海龍瑞
房地產開發有限公司）
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Longze Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海龍澤
房地產開發有限公司）

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APPENDIX

GENERAL INFORMATION

Name of	Name of	Percentage of
Subsidiaries	substantial shareholders	Shareholdings
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Longrun Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海龍潤
房地產開發有限公司）
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Zixia Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海紫霞
房地產開發有限公司）
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Zirui Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海紫瑞
房地產開發有限公司）
Nanjing Lishui China	Nanjing Yuanhao Investment	25%
Overseas Zixi Real Estate	Consulting Co., Ltd.
Development Co., Ltd.	（南京源昊投資顧問有限公司）
（南京市溧水縣中海紫曦
房地產開發有限公司）

(d) Competing Interests

As at the Latest Practicable Date, none of the Directors or their respective associates had any interest in a business apart from the Company’s business which competes or is likely to compete, either directly or indirectly, the Company’s business, or which would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them were a controlling shareholder.

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GENERAL INFORMATION

APPENDIX

3. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

4. SERVICE CONTRACTS

There is no existing or proposed service contracts between any of the Directors and the Company or any of its subsidiaries respectively, other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. GENERAL

• (a) The secretary of the Company is Mr. Keith Cheung, Solicitor.

• (b) Mr. Wong Fu Kei has been appointed as qualified accountants for the purpose of Rule 3.24 of the Listing Rules. He is Member of the Hong Kong Society of Accountants and Fellow of the Association of Chartered Certified Accountants.

• (c) The registered office of the Company is at 29th Floor, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong. The share registrar of the Company is Standard Registrars Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

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

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