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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser for independent advice.

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(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 688)

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP (2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL AND

(3) NOTICE OF GENERAL MEETING

Financial adviser to the Company

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

A letter from the Board is set out on pages 6 to 28 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 29 to 30 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 31 to 61 of this circular.

A notice convening the GM of the Company to be held at 11/F., 3 Pacific Place, 1 Queen’s Road East, Hong Kong on 5 May 2015 at 3 p.m. is set out on pages 171 to 172 of this circular.

Whether or not you are able to attend the GM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the registrar of the Company, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the GM or any adjournment thereof (as the case may be) should you so wish.

17 April 2015

	*Page*
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . .	29
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . .	31
APPENDIX I — PROPERTY VALUATION OF THE TARGET GROUP . . . . . . . . . . . . . . .	62
APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	166
NOTICE OF GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	171

Accompanying document:

form of proxy

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DEFINITIONS

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

“Acquisition”

the proposed acquisition of the Target Company by the Buyer

“Acquisition Completion” the completion of the Acquisition according to the terms and conditions of the Sale and Purchase Agreement

”Acquisition Condition(s)” the condition(s) to the Acquisition Completion, which are set out in the paragraph headed “Conditions precedent under the Sale and Purchase Agreement” in this circular
“Announcement” the announcement of the Company issued on 24 March 2015 regarding the Acquisition and the Share Subscription
“Board” the board of Directors of the Company
“Business Day” a day (other than a Saturday or Sunday or days on which a tropical cyclone warning Number 8 or above or a “black” rain warning signal is hoisted in Hong Kong at any time between 9 am and 5 pm) on which Hong Kong clearing banks are open for the transaction of normal banking business
“Buyer” Alpha Progress Global Limited, a company incorporated in the BVI and a direct wholly-owned subsidiary of the Company
“BVI” the British Virgin Islands “CBRE” CBRE Limited, an independent property valuer appointed by the Company
“COHL” China Overseas Holdings Limited, a company incorporated in Hong Kong and the direct controlling shareholder of the Company
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended or supplemented from time to time
“Company” China Overseas Land & Investment Limited (中國海外發展有限公司), a company incorporated in Hong Kong with limited liability, and its Shares are listed on the Main Board of the Stock Exchange (stock code: 688)
“Consideration” RMB1,823,928,427, being the consideration of the Acquisition

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DEFINITIONS

“Construction Related Services”
services including building design, construction, piling and foundation, building and property fitting-out work, interior decoration, installation of air-conditioning units and elevators
“CSCECL”

China State Construction Engineering Corporation Limited, a company incorporated in the PRC and the shares of which are listed on the Shanghai Stock Exchange (stock code: 601668), which is also a controlling shareholder of the Company through its interest in COHL

“CSCECL Group”

CSCECL and its subsidiaries from time to time (excluding the Group and the Target Group)

“CSCECL Loans”
the outstanding loans owing by the Target Group to the CSCECL Group as at the Acquisition Completion
“CSCECL Non-Compete the non-compete undertakings dated 24 March 2015 by Undertakings” CSCECL in favour of the Company in relation to the delineation of property development and investment business
“Directors”
the directors of the Company
“End Date” 30 September 2015, or such later date as the parties to the Sale and Purchase Agreement or the Share Subscription Agreement may agree in writing

“Enlarged Group” the Group and the Target Group upon the Acquisition Completion “Entrusted Companies” the project companies held by CSCECL and its related group companies which are principally engaged in real estate development and investment subject to the Entrusted Management Agreement (save and except for 上海楷誠置業有限公司 (Shanghai Kaicheng Real Estate Co., Ltd.*)), all being members of the Target Group to be acquired by the Group pursuant to the Sale and Purchase Agreement

“Entrusted Management the entrusted management agreement dated 28 January 2014 Agreement” between the Company and CSCECL in respect of the provision of the management services to the Entrusted Companies for a term of three years “GFA” gross floor area “GM” a general meeting of the Company to be held for the purposeof, if thought fit, to approve the Share Subscription Agreement, the Sale and Purchase Agreement and transactions contemplated hereunder

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DEFINITIONS

“Group”

the Company and its subsidiaries from time to time

“HK$”
“Hong Kong”

Hong Kong Dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

“Independent Board Committee”
“Independent Financial Adviser”

an independent committee of the Board, comprising all the independent non-executive Directors, namely Messrs. Lam Kwong Siu, Wong Ying Ho, Kennedy, Li Man Bun, Brian David and Madam Fan Hsu Lai Tai, Rita, formed for the purpose of advising the Independent Shareholders in respect of, among other things, the Acquisition and the Share Subscription Somerley Capital Limited, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition and the Share Subscription

“Independent Shareholders” the Shareholders other than COHL and its associates (including Silver Lot Development Limited), which are not required to abstain from voting in the relevant resolution(s) to be proposed in the GM in relation to the Transactions

“Latest Practicable Date” 13 April 2015, 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 of Hong Kong Limited (as amended from time to time)
“Macau” the Macau Special Administrative Region of the PRC
“New Master CSCECL Group the engagement agreement dated 15 April 2013 between the Engagement Agreement” Company and CSCECL in respect of the engagement by the Group of the CSCECL Group as contractor providing the Construction Related Services for the Group in the PRC

“PRC” The People’s Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau and Taiwan “Reassessed NAV” the unaudited combined reassessed net assets value attributable to the shareholders of the Target Company as at 31 January 2015, determined with reference to the basis and adjustments as set out in the paragraph “Basis of the Consideration” in this circular “RMB” Renminbi, the lawful currency of the PRC

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DEFINITIONS

“Resolution”

the ordinary resolution to be proposed at the GM as set out in the notice of GM on pages 171 to 172 of this circular

“Sale and Purchase Agreement”

the sale and purchase agreement dated 24 March 2015 entered into between the Buyer, the Company, the Seller and COHL for the sale and purchase of the entire issued share capital of the Target Company

“Seller” or “King Praise Limited” King Praise Limited, a company incorporated in the BVI and a direct wholly-owned subsidiary of COHL

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended or supplemented from time to time

“Share Subscription” the subscription of the Subscription Shares by COHL under the Share Subscription Agreement

“Share Subscription Agreement” the share subscription agreement dated 24 March 2015 entered into between the Company and COHL for the issuance of the Subscription Shares to COHL “Shareholders” the shareholders of the Company “Shares” the ordinary shares in the issued share capital of the Company “sq.m.” square metre(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Completion” the completion of the Share Subscription according to the terms and conditions of the Share Subscription Agreement

“Subscription Consideration” HK$42,806,057,107.50, being the consideration of the Share Subscription
“Subscription Price” the subscription price of HK$25.38 per Subscription Share “Subscription Shares” 1,686,605,875 new Shares to be issued to COHL under the Share Subscription Agreement

“Target Company” Celestial Domain Investments Limited, a company incorporated in the BVI with limited liability and a directly wholly-owned subsidiary of the Seller “Target Group” the Target Company, its subsidiaries, joint ventures and associate, and “a member of the Target Group” means any of them

“Transactions” the Acquisition and the Share Subscription

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DEFINITIONS

In this circular, unless the context otherwise requires, the terms “associate(s)”, “connected person(s)”, “connected transaction(s)”, “controlling shareholder(s)”, “subsidiary(ies)” and “substantial shareholder(s)” shall have the meanings given to such terms in the Listing Rules.

For the purpose of this circular, unless the context otherwise requires, conversion of Renminbi into Hong Kong dollars is based on the approximate exchange rate of RMB0.79 to HK$1.00. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts in Hong Kong dollars or Renminbi have been, could have been or may be converted at such or any other rate or at all.

Certain amounts and percentage figures set out in this circular have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and the currency conversion or percentage equivalents may not be an arithmetic sum of such figures.

The English names of Chinese entities marked with “*” are translations of their Chinese names and are included in this circular for identification purpose only, and should not be regarded as their official English translation. In the event of any inconsistency, the Chinese name prevails.

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LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 688)

Directors: Executive Directors: Mr. Hao Jian Min (Chairman and Chief Executive Officer) Mr. Xiao Xiao (Vice Chairman) Mr. Chen Yi Mr. Luo Liang Mr. Nip Yun Wing Mr. Guo Yong Mr. Kan Hongbo

Registered Office:

10/F., Three Pacific Place 1 Queen’s Road East Hong Kong

Non-executive Director:

Mr. Zheng Xuexuan

Independent Non-Executive Directors:

Mr. Lam Kwong Siu Mr. Wong Ying Ho, Kennedy Madam Fan Hsu Lai Tai, Rita Mr. Li Man Bun, Brian David

17 April 2015

To the Shareholders

Dear Sir or Madam,

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP (2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL AND

(3) NOTICE OF GENERAL MEETING

I. INTRODUCTION

With reference to the Announcement, the purpose of this circular is to provide the Shareholders with: (i) further information on the Transactions; (ii) the advice of the Independent Financial Adviser regarding the Transactions; (iii) the recommendation of the Independent Board Committee regarding the Transactions; (iv) the property valuation report of the properties of the Target Group; and (v) the notice convening the GM and a proxy form.

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LETTER FROM THE BOARD

II. BACKGROUND OF THE TRANSACTIONS

Reference is made to the announcements of the Company dated 5 August 2013 and 28 January 2014, relating to, amongst other things, the intention of its controlling shareholder, CSCECL, to inject into the Company the real estate development business operated by CSCECL and its related group companies. The aforesaid real estate development business intended to be injected into the Company is being operated by the Entrusted Companies, the management and operation of which together with the development of their respective underlying real estate development projects have been entrusted to the Group since January 2014 as an interim arrangement before the intended injection.

III. ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP

The Board is pleased to announce that the Company and CSCECL have reached an agreement on the intended asset injection and, on 24 March 2015, the Sale and Purchase Agreement was entered into whereby the Buyer (a wholly-owned subsidiary of the Company) agreed to acquire from the Seller (a wholly-owned subsidiary of CSCECL) the Target Group (which comprises the Entrusted Companies and other companies engaged in property development and investment). The underlying property projects held by the Target Group are located in Beijing, Shanghai, Tianjin, Chongqing, Suzhou, Chengdu, Xi’an, Urumqi, Changsha, Weifang, Zibo in the PRC, and London in the United Kingdom, which represent almost all the remaining property development projects currently held by CSCECL and its related group companies in the PRC and London, save for those operated by its subsidiary construction bureaus and design institutes.

The Consideration was determined at RMB1,823,928,427 (equivalent to approximately HK$2,308.8 million) with reference to the Reassessed NAV. In addition, the Buyer will also assume, through the Target Group, the CSCECL Loans owing by the Target Group to the CSCECL Group upon the Acquisition Completion, which, as at 31 January 2015, amounted to approximately RMB31,992.9 million (equivalent to approximately HK$40,497.3 million). The total amount of the Consideration and the CSCECL Loans (as at 31 January 2015) equals to approximately RMB33,816.8 million (equivalent to approximately HK$42,806.1 million).

The Sale and Purchase Agreement

On 24 March 2015, Alpha Progress Global Limited (a direct wholly-owned subsidiary of the Company, as the Buyer), King Praise Limited (a direct wholly-owned subsidiary of COHL, as the Seller), the Company and COHL, entered into the Sale and Purchase Agreement for the purchase of all the issued share capital of Celestial Domain Investments Limited (as the Target Company), subject to the terms and conditions in the Sale and Purchase Agreement.

Date

24 March 2015

Parties

(a) Alpha Progress Global Limited (as the Buyer);

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LETTER FROM THE BOARD

(b) King Praise Limited (as the Seller);
(c) the Company (as the guarantor of the Buyer); and
(d) COHL (as the guarantor of the Seller).

Subject Matter

The Buyer has agreed to acquire and the Seller has agreed to sell the entire issued share capital of the Target Company, subject to the terms and conditions of the Sale and Purchase Agreement.

COHL (as the guarantor of the Seller) unconditionally and irrevocably guaranteed to the Buyer and the Company the due and punctual performance of all the obligations and liabilities of the Seller under or otherwise arising out of or in connection with the Sale and Purchase Agreement. The Company (as the guarantor of the Buyer) unconditionally and irrevocably guaranteed to the Seller and COHL the due and punctual performance of all the obligations and liabilities of the Buyer under or otherwise arising out of or in connection with the Sale and Purchase Agreement.

The Target Company is an investment holding company incorporated in the BVI, which indirectly holds interests in the Entrusted Companies and other property projects. The Target Group holds a portfolio of 27 property projects in various cities in the PRC and 3 property projects located in London. Further details of the Target Group are set out in the paragraph headed “Information on the Target Company and the Target Group” below.

Consideration

The Consideration is RMB1,823,928,427 (equivalent to approximately HK$2,308.8 million), which shall be settled by the Buyer at the Acquisition Completion with internal resources of the Company.

Basis of the Consideration

The Consideration was determined after arm’s length negotiation among the parties to the Sale and Purchase Agreement, taking into account, among other things, the quality and size of the property portfolio held by the Target Company and the Reassessed NAV in an amount of approximately RMB1,823.9 million (equivalent to approximately HK$2,308.8 million). The Reassessed NAV was determined by adding (i) the unaudited combined net assets value attributable to the shareholder(s) of the Target Company as at 31 January 2015; and (ii) the increase in the unaudited combined value of the Target Group attributable to the shareholders of the Target Company in an amount of approximately RMB1,552.7 million (equivalent to approximately HK$1,965.4 million).

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LETTER FROM THE BOARD

The increase in the unaudited combined value of the Target Group is determined by the appraised value less the net book value, net of deferred taxation, of properties owned by the Target Group, whereby:

“ appraised value ” means, in relation to properties owned by the Target Group, the preliminary total market value of those properties owned by the Target Group as at 31 January 2015 as appraised by CBRE; and

“ net book value ” means, in relation to properties owned by the Target Group, the total unaudited carrying amounts of the properties under development, completed properties and/or investment properties owned by the Target Group as at 31 January 2015 measured in accordance with the Hong Kong Financial Reporting Standards.

In addition, the Buyer will also assume, through the Target Group, the CSCECL Loans owing by the Target Group to the CSCECL Group upon the Acquisition Completion, which, as at 31 January 2015, amounted to approximately RMB31,992.9 million (equivalent to approximately HK$40,497.3 million). For details of the repayment arrangements, please refer to the section headed “Repayment of the CSCECL Loans after the Acquisition Completion” below. The total amount of the Consideration and the CSCECL Loans (as at 31 January 2015) equals to approximately RMB33,816.8 million (equivalent to approximately HK$42,806.1 million).

Conditions precedent under the Sale and Purchase Agreement

The Acquisition Completion is conditional on the fulfillment or waiver (as the case may be) of the following conditions on or before the End Date:

(a) approval having been obtained from the Independent Shareholders at the GM for the Sale and Purchase Agreement, the Share Subscription Agreement and transactions contemplated hereunder;
(b) the Share Subscription Agreement not having been terminated on or prior to the Acquisition Completion;
(c) all necessary licences, consents, approvals, authorisations, permissions, waivers, orders, exemptions or notifications of, among others, creditors and shareholders of the members of the Target Group, other relevant third parties and/or governmental or regulatory authorities or bodies (including relevant authorities in the PRC, Hong Kong, BVI, Jersey and Luxembourg), which are required for the execution and performance of the Sale and Purchase Agreement having been obtained and not having been revoked prior to the Acquisition Completion;
(d) the Seller’s warranties given in the Sale and Purchase Agreement remaining true and accurate and not misleading if they were repeated at any time prior to the Acquisition Completion by reference to the facts and circumstances then existing;

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LETTER FROM THE BOARD

(e) no material adverse change or prospective material adverse change in the business, operations, financial condition or prospects of any of the members of the Target Group having occurred since 31 January 2015; and
(f) upon fulfillment of all of the Acquisition Conditions (a) to (e) above, the Buyer having delivered the Acquisition Completion Notice (as defined in the paragraph headed “Acquisition Completion” below) to the Seller and COHL, and the Buyer having received the Funding Availability Notice (as defined in the paragraph headed “Acquisition Completion” below) confirming the necessary funding for the settlement of the Subscription Consideration will be available within ten (10) Business Days (or such later day as the Company and COHL may agree pursuant to the Share Subscription Agreement) from the expected date of Acquisition Completion.

In respect of the Acquisition Conditions which can be waived by the Buyer (namely Acquisition Conditions (d) to (f)), in the event that such Acquisition Conditions are not satisfied by the End Date, the Buyer may elect to waive such conditions where (i) the impact of such waiver is immaterial and does not affect the substance of the Acquisition or (ii) in respect of Condition (f), where the Buyer is otherwise informed by the Seller and/or COHL that necessary funding for the settlement of the Subscription Consideration will be available. As at the Latest Practicable Date, all Acquisition Conditions (including (d) to (f)) have not been fulfilled and as the Buyer was not aware of any circumstances which may result in Acquisition Conditions (d) to (f) not being fulfilled on or before Acquisition Completion, none of such conditions were waived or intended to be waived by the Buyer. If any of the above Acquisition Conditions has not been fulfilled or waived by the Buyer (in respect of the Acquisition Conditions (d) to (f) above) by the End Date, the Sale and Purchase Agreement shall terminate and no party shall have any claim against the other, except in respect of any antecedent breach of the terms thereof.

Acquisition Completion

Acquisition Completion shall take place on the second Business Day after the date on which the last of the Acquisition Conditions (being Acquisition Condition (f)) is fulfilled or waived (as the case may be), or such other date as the parties shall agree in writing.

Pursuant to the Sale and Purchase Agreement, upon fulfillment of the Acquisition Conditions (a) to (e), the Buyer shall deliver a written notice to the Seller and COHL (the Acquisition Completion Notice ) informing each of them of its intention to proceed to Acquisition Completion and the expected date of Acquisition Completion. Within three (3) Business Days after receiving the Acquisition Completion Notice, the Seller and COHL shall confirm in writing to the Buyer (the Funding Availability Notice ) that (i) the necessary funding for the settlement of the Subscription Consideration will be available within ten (10) Business Days from the expected date of Acquisition Completion (or such later day as the Company and COHL may agree pursuant to the Share Subscription Agreement), (ii) the expected date of Subscription Completion (subject to Acquisition Completion having taken place); and (iii) COHL shall proceed to the Subscription Completion in accordance with the terms and conditions of the Share Subscription Agreement and the Funding Availability Notice.

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LETTER FROM THE BOARD

In the event that the Acquisition Completion is achieved but the Subscription Completion does not take place in accordance with the terms and conditions of the Share Subscription Agreement and the Funding Availability Notice as a result of COHL’s negligence or default, the Company and COHL agreed that the Acquisition Completion shall be unwound and each relevant party shall be restored to their original position before the date of the Sale and Purchase Agreement, in which case (i) the Seller shall buy-back the entire issued share capital of the Target Company at the Consideration; (ii) any amount(s) paid by the Company, the Buyer and/or other members of the Group to COHL, the Seller or any member of the CSCECL Group consequential to or in connection with the Acquisition or the Share Subscription, including but without limitation to the repayment of any portion of the CSCECL Loans (together with any interest payment), shall be returned to the relevant payer (with interest accrued from the relevant payment date); (iii) COHL and the Seller shall reimburse the Company and the Buyer for the costs and expenses reasonably incurred arising out of or in connection with the Acquisition or the Share Subscription; (iv) the existing entrustment arrangements under the Entrusted Management Agreement (together with the terms of the non-competition undertaking incorporated therein) shall be reinstated and continue to operate in accordance with its terms; and (v) COHL and the Seller shall take all appropriate actions to compensate, and shall fully indemnify, the Company, the Buyer and other members of the Group for any actual fees, expenses and losses reasonably incurred by the Group arising out of or in connection with the Subscription Completion not taking place. The amount of COHL’s and the Seller’s liability and indemnity shall be reduced proportionately to the extent of any negligence or default by the Company, the Buyer or other members of the Group which had caused or contributed to the Subscription Completion not taking place.

IV. ISSUE OF NEW SHARES TO COHL

In connection with the Acquisition and to replenish the capital resources and support the future property development business of the Enlarged Group, COHL, the direct controlling shareholder of the Company and a wholly-owned subsidiary of CSCECL, has agreed to subscribe for 1,686,605,875 Subscription Shares at the Subscription Price of HK$25.38. The Subscription Consideration amounts to HK$42,806,057,107.50 (equivalent to approximately RMB33,816.8 million), which approximately equals the aggregate amount of the Consideration and the CSCECL Loans (as at 31 January 2015).

The Share Subscription Agreement

On 24 March 2015, the Company and COHL entered into the Share Subscription Agreement for the issuance of a total of 1,686,605,875 Subscription Shares to COHL.

Date

24 March 2015

Parties

(a) The Company (as the issuer); and
(b) COHL (as the subscriber).

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LETTER FROM THE BOARD

Subject Matter

COHL has agreed to subscribe, and the Company has agreed to issue, a total of 1,686,605,875 Subscription Shares at the Subscription Price of HK$25.38 per Subscription Share, subject to the terms and conditions of the Share Subscription Agreement.

Subscription Shares

The Subscription Shares represent approximately 20.63% of the existing issued share capital of the Company as at the Latest Practicable Date, and approximately 17.10% of the issued share capital of the Company as enlarged by the Subscription Shares.

The Subscription Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares. The Company will make an application to the Stock Exchange for the listing of and permission to deal in the Subscription Shares.

Subscription Price

The Subscription Price is HK$25.38 per Subscription Share, and the total Subscription Consideration is HK$42,806,057,107.50 (equivalent to approximately RMB33,816.8 million).

The Subscription Price was arrived at after arm’s length negotiations between the Company and COHL with reference to, amongst other things, the recent trading prices of the Shares, which represents:

(i) a premium of approximately 10.8% to the closing price of HK$22.90 per Share as quoted on the Stock Exchange on 23 March 2015, being the last trading date prior to the date of the Share Subscription Agreement;
(ii) a premium of approximately 14.5% to the average closing price of approximately HK$22.16 per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days up to and including the last trading date prior to the date of the Share Subscription Agreement; and
(iii) a premium of approximately 15.2% to the average closing price of approximately HK$22.02 per Share as quoted on the Stock Exchange for the last ten (10) consecutive trading days up to and including the last trading date prior to the date of the Share Subscription Agreement.

The Subscription Price was a discount of approximately 13.8% to the closing price of HK$29.45 per Share as quoted on the Stock Exchange on the Latest Practicable Date. The Subscription Consideration will be payable by COHL to the Company in cash upon the Subscription Completion.

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LETTER FROM THE BOARD

Conditions precedent under the Share Subscription Agreement

The Subscription Completion is conditional on the fulfillment or waiver (as the case may be) of the following conditions on or before the End Date:

(a) approval having been obtained from the Independent Shareholders at the GM for the Share Subscription Agreement, the Sale and Purchase Agreement and transactions contemplated hereunder;
(b) the listing of and permission to deal in the Subscription Shares on the Main Board of the Stock Exchange having been granted by the Stock Exchange;
(c) all necessary licences, consents, approvals, authorisations, permissions, waivers, orders, exemptions or notifications of any third parties and/or governmental or regulatory authorities or bodies (including relevant authorities in the PRC, Hong Kong, BVI, Jersey and Luxembourg) which are required for the execution and performance of the Share Subscription Agreement having been obtained and not having been revoked prior to the Subscription Completion;
(d) the Acquisition Completion having taken place in accordance with the terms and conditions of the Sale and Purchase Agreement; and
(e) the Company’s warranties given under the Share Subscription Agreement remaining true and accurate and not misleading if they were repeated at any time prior to the Subscription Completion by reference to the facts and circumstances then existing.

In respect of the above condition (e) which can be waived by COHL, in the event that such condition (e) is not satisfied by the End Date, COHL may elect to waive such condition where the impact of such waiver is immaterial and does not affect the substance of the Share Subscription. As at the Latest Practicable Date, all the above conditions have not been fulfilled and as COHL was not aware of any circumstances which may result in condition (e) not being fulfilled on or before Subscription Completion, condition (e) was not waived or intended to be waived by COHL. If any of the above conditions has not been fulfilled or waived by COHL (in respect of the condition set out in paragraph (e) above) by the End Date, the Share Subscription Agreement shall terminate and no party shall have any claim against the other, except in respect of any antecedent breach of the terms thereof.

Lock-up of the Shares held by COHL

COHL has undertaken to the Company that, save and except for the exchange of any of the exchangeable bonds issued by China Overseas Finance Investment (Cayman) IV Limited (a wholly-owned subsidiary of COHL) on 4 February 2014 into the Shares by any of the bondholders, for a period of six months from the date of Subscription Completion, it will not, and will procure its subsidiary holding any Share will not, (i) sell, offer to sell, contract or agree to sell, lend, grant or sell any option, warrant, contract or right to purchase, purchase any option, warrant, contract or right to sell, or otherwise transfer or dispose of or create an encumbrance over, or agree to transfer or dispose

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LETTER FROM THE BOARD

of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares (including the Subscription Shares) held by it as at the date of Subscription Completion; (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences or ownership of any Shares (including the Subscription Shares) held by it as at the date of Share Subscription, or agree to transfer or dispose of or create an encumbrance over, either directly or indirectly, conditionally or unconditionally, any Shares (including the Subscription Shares) or any interest in any of the foregoing held by it as at the date of Subscription Completion, (iii) enter into any transaction with the same economic effect as any transaction specified in (i) or (ii) above; or (iv) offer to or agree to or announce any intention to effect any transaction specified in (i), (ii) or (iii) above.

Subscription Completion

Subscription Completion shall take place on the tenth Business Day after the date on which the last of the conditions as set out in the paragraph headed “Conditions precedent under the Share Subscription Agreement” is fulfilled or waived (as the case may be), or such later date as the Company may agree to postpone set out below.

Subject to the date of availability of the necessary funding for the settlement of the Subscription Consideration and the expected date of Subscription Completion as stated in the Funding Availability Notice delivered pursuant to the Acquisition Condition (f), the Company shall have an option to postpone the Subscription Completion to a date not later than twenty (20) Business Days after the original date of Subscription Completion pursuant to the Share Subscription Agreement.

COHL has undertaken to the Company under the Share Subscription Agreement to arrange for and obtain necessary funding for the settlement of the Subscription Consideration within ten (10) Business Days from the date of the Acquisition Completion. COHL acknowledged that, upon delivery of the Funding Availability Notice, it shall proceed to the Subscription Completion on the expected date of Subscription Completion as stated in the Funding Availability Notice in accordance with the terms and conditions of the Share Subscription Agreement.

Use of proceeds

The aggregate gross proceeds of the Share Subscription will be HK$42,806,057,107.50 (equivalent to approximately RMB33,816.8 million), and the net proceeds is expected to be approximately HK$42,786.1 million. The Company intends to use the net proceeds from the Share Subscription to replenish the capital resources and support the future property development business of the Enlarged Group. Of the net proceeds for the future property development business, the Company currently intends to use approximately HK$3,800 million for the future development of existing domestic projects in the PRC and approximately HK$29,000 million for the acquisition of land for future projects. As at the Latest Practicable Date, no concrete plan or timeframe has been finalised in relation to any future acquisition of land or new projects, and the above intended allocation of proceeds and any such acquisition of land will be subject to change depending on factors including but not limited to real estate market conditions, listing-for-sale processes, competition from other interested industry players and terms of any land grant.

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LETTER FROM THE BOARD

Fund raising of the Company

The Company has not raised any funds by way of issue of equity securities during the 12 months immediately preceding the date of the Share Subscription Agreement.

EFFECT OF COMPLETION OF THE TRANSACTION

Acquisition Completion

The Company intends to proceed to the Acquisition Completion as soon as the Acquisition Conditions are fulfilled or waived (as the case may be). Upon the Acquisition Completion, the Target Company will cease to be a direct subsidiary of the Seller and will become an indirect wholly-owned subsidiary of the Company, and the Target Group will become part of the Enlarged Group.

Subscription Completion

The Company intends to proceed to the Subscription Completion as soon as practicable after Acquisition Completion and subject to the other conditions precedent to the Share Subscription Agreement are fulfilled or waived (as the case may be). The Company expects that Subscription Completion shall take place on the tenth Business Day after Acquisition Completion, subject to the Company agreeing to postpone the Subscription Completion to a date not later than twenty (20) Business Days after the original date of Subscription Completion upon the availability of the necessary funding for the settlement of the Subscription Consideration to COHL.

Effect of the Subscription Completion on the shareholding structure of the Company

As at the Latest Practicable Date, COHL is the direct controlling shareholder of the Company, which together with its wholly-owned subsidiary Silver Lot Development Limited, are interested in 4,346,517,308 Shares (representing approximately 53.18% of the total issued share capital of the Company). Upon Subscription Completion, COHL, together with its wholly-own subsidiary Silver Lot Development Limited, will be interested in 6,033,123,183 Shares (representing approximately 61.18% of the total issued share capital of the Company as enlarged by the Subscription Shares).

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LETTER FROM THE BOARD

The shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon the issue of the Subscription Shares (assuming that there is no change in the issued share capital of the Company from the Latest Practicable Date and up to the Subscription Completion other than as a result of the allotment and issue of the Subscription Shares), are summarised as follows:

Name of shareholder COHL Silver Lot Development Limited (Note) Public shareholders Total	As at the Latest Practicable Date Number of Shares held Approximate percentage of total issued share capital 3,837,380,380 46.95% 509,136,928 6.23% 3,827,458,198 46.82% 8,173,975,506 100%	Immediately after the Subscription Completion Number of Shares held Approximate percentage of total issued share capital 5,523,986,255 56.02% 509,136,928 5.16% 3,827,458,198 38.82% 9,860,581,381 100%	Immediately after the Subscription Completion Number of Shares held Approximate percentage of total issued share capital 5,523,986,255 56.02% 509,136,928 5.16% 3,827,458,198 38.82% 9,860,581,381 100%
			100%

Note: Silver Lot Development Limited is a direct wholly owned subsidiary of COHL. COHL, a direct controlling shareholder of the Company, which together with its wholly-owned subsidiary, Silver Lot Development Limited, held 53.18% of the issued share capital of the Company as at the Latest Practicable Date.

Repayment of the CSCECL Loans after the Acquisition Completion

Prior to the Acquisition Completion, as part of the CSCECL Group’s intra-group financing arrangements, the shareholders’ contribution by the CSCECL Group to the property projects held by the Target Group has principally been in the form of shareholders’ loans. As at 31 January 2015, there were outstanding shareholders’ loans in an aggregate amount of approximately RMB31,992.9 million (equivalent to approximately HK$40,497.3 million) owing by the Target Group to the CSCECL Group. Such CSCECL Loans shall continue to be governed in accordance with their existing terms and conditions at all the times before the Acquisition Completion, and its amount may vary from time to time in accordance with the operation requirements of the Target Group.

The CSCECL Loans, which shall remain owing by the Target Group, shall be assumed by the Buyer upon Acquisition Completion, and the Buyer shall procure the relevant loan(s) to be repaid in accordance with and subject to the terms and conditions in the Sale and Purchase Agreement. In particular, the Buyer shall procure the Target Group to:

(i) repay a portion of the CSCECL Loans to the relevant lender(s) in the CSCECL Group in an amount of not more than RMB20,444.5 million within five (5) Business Days after the Acquisition Completion; and
(ii) repay the remaining amount of the CSCECL Loans to the relevant lender(s) in the CSCECL Group within one year after Acquisition Completion, subject however to the Subscription Completion.

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LETTER FROM THE BOARD

The first portion of RMB20,444.5 million CSCECL Loans shall be repaid by readily available cash resources of the Enlarged Group. The remaining amount of the CSCECL Loans as set out in paragraph (ii) above shall only become due for payment when the Subscription Completion take place and the Company has received the Subscription Consideration in full, but not at any time earlier, unless it is otherwise agreed. To the extent there remains any outstanding portion of the CSCECL Loans not yet settled after the Acquisition Completion, an annual interest of 5.04% (which was determined with reference to the People’s Bank of China prevailing lending rate as at the date of the Sale and Purchase Agreement, which the Directors consider comparable to the market interest rate) shall start to accrue on such outstanding CSCECL Loans. Any outstanding CSCECL Loans shall constitute an exempted financial assistance of the Enlarged Group after the Acquisition Completion pursuant to Rule 14A.90 of the Listing Rules on the basis that (i) they are conducted on normal commercial terms or better; and (ii) they are not secured by the assets of the Enlarged Group.

The Entrusted Management Agreement

As an interim arrangement, on 28 January 2014, the Company and CSCECL entered into the Entrusted Management Agreement, pursuant to which CSCECL entrusted the Company to provide management services to the Entrusted Companies in respect of their business operation and administration (which include developing real estate projects of these companies under the existing brands and intellectual properties owned by the Company) for a term of three years ending on 31 December 2016. Further details of the Entrusted Management Agreement were set out in the announcement of the Company dated 28 January 2014.

As the Entrusted Companies will be acquired by the Group pursuant to the Acquisition and become part of the Enlarged Group upon Acquisition Completion, and the entrusted management arrangement with other relevant entity subject to the Entrusted Management Agreement will be terminated, the Entrusted Management Agreement will be terminated in accordance with its terms upon Acquisition Completion.

Non-competition undertaking from CSCECL

Pursuant to the Entrusted Management Agreement, CSCECL had agreed to the Company that, it will, during the term of the Entrusted Management Agreement, in principle not to engage itself in new directly-operated ordinary real estate development business in the PRC, which excludes those real estate development business operated by its various subsidiary construction bureaus and design institutes.

To support the Company’s real estate development business, CSCECL provided the CSCECL Non-Compete Undertakings in favour of the Company, pursuant to which CSCECL undertakes to the Company that, after Acquisition Completion and for so long as COHL holds more than 50% of the issued shares of the Company, it will in principle not, other than through the Enlarged Group, engage itself in any new directly-operated ordinary real estate development business in the PRC, Hong Kong, Macau and London, save and except for certain real estate development business operated by its

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LETTER FROM THE BOARD

various subsidiary construction bureaus and design institutes. CSCECL also undertakes to work out specific internal management policies to avoid competition with the Company in the PRC, Hong Kong, Macau and London real estate business, with the principle that priority will be given to the Company while promoting cooperation within the CSCECL Group.

V. INFORMATION ON THE COMPANY AND THE PARTIES TO THE TRANSACTIONS

The Company and the Group

The Company is incorporated in Hong Kong and its Shares are listed on the Main Board of the Stock Exchange. The Group is principally engaged in the property development and investment, real estate agency and management, and treasury operations.

The Buyer, a company incorporated in BVI with limited liability, is a wholly-owned subsidiary of the Company. The Buyer is an investment holding company.

The counterparties of the Transactions

CSCECL, the indirect controlling shareholder of the Company, is a conglomerate mainly engaged in building construction, international contracting, real estate development and investment, infrastructure construction and investment and design and prospecting. CSCECL is listed on the Shanghai Stock Exchange (stock code: 601668).

The Seller, a company incorporated in the BVI with limited liability, is a wholly-owned subsidiary of COHL. The Seller is an investment holding company which holds the interest in the Target Group.

COHL, a company incorporated in Hong Kong with limited liability, is the direct controlling shareholder of the Company. COHL is an investment holding company which holds the interests in the Company and China State Construction International Holdings Limited (stock code: 3311).

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LETTER FROM THE BOARD

VI. INFORMATION ON THE TARGET COMPANY AND THE TARGET GROUP	Business of the Target Group	The Target Company is an investment holding company incorporated in the BVI, which holds the Entrusted Companies and other	companies engaged in property development and investment. The Target Group is primarily engaged in the real estate development and	investment, which has a property portfolio of 27 property projects in various major cities in the PRC including Beijing, Shanghai, Tianjin,	Chongqing, Suzhou, Chengdu, Xi’an, Urumqi, Changsha, Weifang and Zibo, and 3 property projects in London. Details of those property	projects as at 31 January 2015 are set out in the table below:	Target Group’s Reference in	Shareholding Total GFA Actual/Expected Valuation	Project City (%) Major usage (sq.m.) Current status completion year Report	Development properties	Metro Harbor Beijing 80% Residential 332,165 Phase I completed Completed portion: #1	2013	Phases II & III for Development portion: #17	development 2017	Redwood Valley Beijing 100% Residential 145,619 Phase I and part of Completed portion: #2	Phase II completed 2013	Part of Phase II for Development portion: #18	development 2015	Metro Town Beijing 100% Residential 296,518 Partly completed Completed portion: #3	North and Office 2014	Partly for Development portion: #19	development 2015	CSCEC Linglong Beijing 100% Office 81 Completed 2013 #4	Shan	CSCEC Grand Shanghai 100% Residential 182,526 Completed 2013 #5	Mansion

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LETTER FROM THE BOARD

Reference in	Valuation	Report	#6		#22		#7	#8		#24		#9	#10	#11		#27		#12		#13		#14		#32
	Actual/Expected	completion year	Completed portion:	2014	Development portion:	2015	2014	Completed portion:	2013	Development portion:	2015-2020	2014	2014	Completed portion:	2012	Development portion:	2016-2017	2014		2014		Completed portion:	2014	Development portion:	2015-2019
		Current status	Phase I completed		Phases II & III for	development	Completed	Partly completed		Partly for	development	Completed	Completed	Phase I completed		Phases II to V	for development	Completed		Completed		Phase I completed		Phases II to IV for	development
	Total GFA	(sq.m.)	155,192				121,482	2,316,535				272,983	60,133	689,913				3,507		2,437		572,601
		Major usage	Residential				Residential	Residential				Residential	Residential	Residential				Ancillary Area		Residential		Residential
Target Group’s	Shareholding	(%)	100%				50%	100%				41%	70%	100%				60%		60%		95%
		City	Shanghai				Shanghai	Chongqing				Chengdu	Xi’an	Xi’an				Urumqi		Urumqi		Changsha
		Project	Riverside Palace				The Amethyst	Lake Blossom				One Tongzilin	Upper City	The New Times				CSC Happiness	Town	Garden Full of	Aroma	Meixi Lake Era

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LETTER FROM THE BOARD

Reference in	Valuation	Report	#15		#33		#16		#34		#20		#21		#23		#25		#26	#28			#29	#30	#31
	Actual/Expected	completion year	Completed portion:	2012-2014	Development portion:	2015-2020	Completed portion:	2014	Development portion:	2016-2020	2015		2017		2015-2020		To be redeveloped		2015	2018			2019	2019	2016-2019
		Current status	Partly completed		Partly for	development	Partly completed		Partly for	development	For development		For development		For development		For development		For development	For development			For development	For development	For development
	Total GFA	(sq.m.)	2,324,610				1,008,681				119,342		129,213		280,386		30,387		113,341	378,932			130,055	292,447	812,504			10,771,590
		Major usage	Residential				Residential				Residential		Office and	Commercial	Residential		Catering and	Hospitality	Residential	Residential	and Office		Residential	Residential	Residential
Target Group’s	Shareholding	(%)	100%				100%				80%		100%		90%		100%		50%	60%			60%	60%	60%
		City	Weifang				Zibo				Beijing		Beijing		Tianjin		Suzhou		Chengdu	Urumqi			Urumqi	Urumqi	Urumqi
		Project	Da Guan Tian	Xia			Glory Lake				Metro Town	South	Ao Nan 4th		Top Metropolitan	Marina	Bamboo Grove	Hotel	The East Palace	Ka Shi Dong Lu	Shang Ye Zhu	Zhai	Zi Yun Ge	South Hetan	Steeping In Your	Backyard	Garden	Subtotal

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LETTER FROM THE BOARD

Target Group’s Reference in	Shareholding Total GFA Actual/Expected Valuation	Project City (%) Major usage (sq.m.) Current status completion year Report	Investment properties	Sunflower Tower Beijing 100% Office 1,978 Completed 1999 #35	China Fortune Shanghai 51% Office 95,622 Completed 2008 #36	Tower	One Finsbury London 100% Office 19,260 Completed Refurbishment in 2008 #37	Circus	61 Aldwych London 100% Office 16,482 Completed Refurbishment in 2007 #38	Carmelite House London 100% Office 12,447 Completed Redevelopment in #39	2014	Subtotal 145,789	Grand Total 10,917,379	For the valuation report and further details on the properties held by the Target Group, please refer to “Appendix I” to this circular.	The total estimated costs to completion for the projects under development held by the Target Group (excluding the portion without	development plan yet) are approximately RMB8,180.3 million.

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LETTER FROM THE BOARD

Financial information of the Target Group

For the purposes of this circular, assuming the Target Group had been formed since 1 January 2013 and in such equity percentage interest as the Target Company is holding in each other member of the Target Group as at the date of the Sale and Purchase Agreement, set out below are the unaudited combined profit/(loss) before taxation and combined profit/(loss) after taxation attributable to the shareholders of the Target Company for the respective periods:

	For the	year ended	year ended
	31 December
	2013		2014
	(RMB million)	_(RMB _	million)
Combined profit/(loss) before taxation	1,857.2		(13.6)
Combined profit/(loss) after taxation attributable to the
shareholders of the Target Company	1,384.0		(387.1)

As at 31 January 2015, the unaudited combined net assets value attributable to the shareholder of the Target Company was approximately RMB271.2 million (equivalent to approximately HK$343.3 million), and the Reassessed NAV was approximately RMB1,823.9 million (equivalent to approximately HK$2,308.8 million). The CSCECL Loans amounted to approximately RMB31,992.9 million (equivalent to approximately HK$40,497.3 million) as at 31 January 2015. The original total investment cost by the CSCECL Group into the Target Group (including the capital contribution and the shareholders’ loans made to the Target Group) was approximately RMB31,110.7 million (equivalent to approximately HK$39,380.6 million).

The Target Group recorded a combined loss after taxation attributable to the shareholders of the Target Company of approximately RMB387.1 million (equivalent to approximately HK$490.0 million) during the financial year ended 31 December 2014 (as compared to combined profit after taxation attributable to the shareholders for the financial year ended 31 December 2013), mainly due to a write-down of assets in an amount of RMB2,454.0 million in relation to certain properties held by the Target Group. Such adjustment was made in order to ascertain a fair and reasonable value of the Target Group, the impact of which had been taken into account in determining the Reassessed NAV and hence the Consideration. No write-down in properties was recorded by the Target Group for the year ended 31 December 2013.

The above unaudited combined financial information of the Target Group is computed based on the respective unaudited management accounts of the companies comprising the Target Group prepared in accordance with the Hong Kong Financial Reporting Standards, and is for illustration purpose only and may not reflect the audited financial information of the Target Group.

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LETTER FROM THE BOARD

Engagement of the CSCECL Group as construction contractor for the Enlarged Group

The Target Group’s PRC construction projects which require Construction Related Services are usually undertaken by contractors selected by way of open tender. In its normal course of business, the Target Group has been inviting the CSCECL Group to participate in competitive tender for its Construction Related Services from time to time and the Target Group may occasionally engage the CSCECL Group as construction contractor for the Target Group upon successful tender, which arrangements are expected to continue after Acquisition Completion.

Upon the Company acquiring the Target Group pursuant to the Acquisition, the engagement of the CSCECL Group as construction contractor for the Target Group will also constitute continuing connected transactions of the Company. On 15 April 2013, the Company and CSCECL entered into the New Master CSCECL Group Engagement Agreement for a term of three years commencing from 1 July 2013 and ending on 30 June 2016 for the engagement of the CSCECL Group as construction contractor for the Group in the PRC upon successful tender. The Directors consider any new engagement of the CSCECL Group as construction contractor for the Target Group after Acquisition Completion will fall within the scope of the New Master CSCECL Group Engagement Agreement, and be subject to the terms and conditions of the New Master CSCECL Group Engagement Agreement.

The Directors expect that the maximum total contract sum that may be awarded by the Enlarged Group to the CSCECL Group (including any new contract that may be granted by the Target Group upon successful tender after Acquisition Completion) for the year ending 31 December 2015 and six months ending 30 June 2016 will not exceed the respective annual caps of the New Master CSCECL Group Engagement Agreement approved by independent shareholders of the Company, i.e. (i) for the year ending 31 December 2015 shall not exceed RMB5,000 million; and (ii) for the period between 1 January 2016 and 30 June 2016 shall not exceed RMB2,500 million. Any contract granted by the Target Group in favour of the CSCECL Group prior to the Acquisition Completion would not fall within the scope of the New Master CSCECL Group Engagement Agreement nor would it constitute continuing connected transactions of the Group. The Target Group will continue to perform such contracts in accordance with their respective terms as pre-existing contracts after Acquisition Completion.

VII. REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Directors consider that the Acquisition and the Share Subscription are in the interests of the Company for the following reasons:

(a) To reinforce the Company’s position as the primary listed platform of CSCECL for its property development business

The property portfolio to be injected into the Group represents almost all of the remaining property development projects currently held by CSCECL and its related group companies in the PRC, Hong Kong, Macau and London, save for those operated by its subsidiary construction bureaus and design institutes. In addition, the CSCECL Non-Compete Undertakings provided that CSCECL will in

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LETTER FROM THE BOARD

principle not (other than through the Enlarged Group) engage itself in any new directly-operated ordinary real estate development business in the PRC, Hong Kong, Macau and London.

The Transactions would have the benefits of reducing competition between CSCECL and the Company and further strengthening the Company’s position as the primary listed platform of CSCECL for its property development business. CSCECL, as the controlling shareholder, will leverage on its own resources to continue providing dedicated and full support to the Company in the future.

(b) To replenish the Group’s nationwide land reserve

The Transactions represent a good opportunity for the Group to increase and replenish its nationwide land reserve in the major cities of the PRC across various economic regions. Except for 3 investment properties in London, the Target Group’s property projects are mainly located in various first-tier cities in the PRC such as Beijing and Shanghai, as well as prime locations in second-tier cities such as Tianjin, Chongqing, Chengdu, Xi’an, Urumqi, and Changsha. The total GFA of the property projects in the Target Group is approximately 10.9 million sq.m. as of 31 January 2015 (without taking into account of the proportionate interests of the relevant members of the Target Group). Compared to the total land bank GFA of the Group of 37.4 million sq.m. as at 31 December 2014 (without taking into account of the proportionate interests of the relevant members of the Group), the Acquisition will increase the land bank total GFA by approximately 29.1%. Such increase of high quality land reserve is beneficial to the Group’s business scale and future development.

(c) To provide additional sizeable saleable resources and stable rental income for the Group

Through conventional land acquisition and real estate development projects proactively carried out by the Group together with joint ventures and associates during the past years, it has attained a stable business growth, and recorded an average growth in contracted sales of 16.0% per year from 2012 to 2014. The Transactions represent a strategic expansion of the Group. The property portfolio held by the Target Group comprises mainly properties for sale, as well as some commercial properties for investment purposes. Such property projects are at their various development stages, and are expected to have positive impact on contracted sales, cash flows, revenue (in terms of both sales revenue and rental income) and profit after the completion of the Transactions, by directly leveraging the Group’s strong brand recognition and management expertise.

(d) To strengthen the capital base of the Company and provide the Enlarged Group with solid financial foundation for its future development

The Target Group was in net cash position as of 31 January 2015 with its cash and bank balances exceeding its external borrowings. The Share Subscription will enlarge the share capital of the Company by the issuance of a total of 1,686,605,875 Subscription Shares and strengthen the capital base of the Company. The Transactions will strengthen the capital structure of the Enlarged Group by reducing its gearing immediately after Subscription Completion, enhance financial flexibility and provide solid financial foundation to seize the suitable business development opportunities at all times to maximize the value to Shareholders.

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LETTER FROM THE BOARD

VIII. IMPLICATIONS OF THE TRANSACTIONS UNDER THE LISTING RULES

COHL, the direct controlling shareholder of the Company, which together with its wholly-owned subsidiary Silver Lot Development Limited, held 53.18% of the issued share capital of the Company as at the Latest Practicable Date, is a connected person of the Company. The Seller is a wholly-owned subsidiary of COHL and therefore an associate of a connected person of the Company. As such, the Acquisition and Share Subscription shall each constitute a connected transaction of the Company.

As one or more of the applicable percentage ratios of each of the Acquisition and Share Subscription exceed 5% but are less than 25%, (i) the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction under Chapter 14A of the Listing Rules; and (ii) the Share Subscription constitutes a connected transaction under Chapter 14A of the Listing Rules, which are subject to the reporting, announcement and Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules.

The Transactions are subject to the approval of the Independent Shareholders at the GM. COHL (being a direct controlling shareholder of the Company) and its associates (including its wholly-owned subsidiary, Silver Lot Development Limited), which together held approximately 53.18% of the issued share capital of the Company as at the Latest Practicable Date, are required to abstain from voting on the relevant resolutions to be proposed at the GM to approve the Transactions.

IX. REGULATORY COMPLIANCE

The Seller has undertaken to indemnify the Buyer, the Group and the Target Group Companies against any and all losses, liabilities, obligations and damages suffered or incurred by the Buyer, the Group or the Target Group as a result of any of the non-compliance claims and non-compliance losses falling on or incurred by any of the member of the Target Group Target Group, provided that the indemnity shall be subject to an aggregate maximum amount of RMB30 million and other terms and conditions in the Sale and Purchase Agreement.

As far as the Company is aware, the Target Group has obtained all the necessary permits, licences, certificates and approvals required for the current development status of its property projects that are material to its business operations in the PRC and the United Kingdom. The Target Group has been in compliance in all material respects with the applicable laws and regulations in the PRC and the United Kingdom. As far as the Company is aware, there are no pending or threatened actions against the Target Group by any regulatory authority in the PRC or the United Kingdom that are material to its business operations and the Target Group is not currently subject to any penalty of a material nature imposed by the relevant PRC or the United Kingdom authorities that are material to its business operations.

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LETTER FROM THE BOARD

X. GENERAL MEETING

A notice convening the GM to be held at 11/F., 3 Pacific Place, 1 Queen’s Road East, Hong Kong on 5 May 2015 at 3 p.m. is set out on pages 171 to 172 of this circular. An ordinary resolution will be proposed to the Independent Shareholders to consider and, if thought fit, approve the terms of the Sale and Purchase Agreement and the Share Subscription Agreement and the transactions contemplated thereunder. A proxy form for use at the GM is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the registrar of the Company, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) should you so wish.

The register of members of the Company will be closed, for the purpose of determining the identity of members who are entitled to attend and vote at the meeting, from 4 May 2015 to 5 May 2015, both days inclusive, during which period no transfers of shares will be effected. In order to be entitled to attend the meeting, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates should be lodged with the Company’s registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on 30 April 2015.

In accordance with Rule 13.39(4) of the Listing Rules, voting at the GM will be conducted by poll. The chairman of the GM will demand a poll for the Resolution to be proposed at the GM in accordance with the Company’s articles of association. COHL and Silver Lot Development Limited (a direct wholly-owned subsidiary of COHL), which together held approximately 53.18% of the total issued share capital of the Company as at the Latest Practicable Date, had a material interest in the Transactions and therefore will abstain from voting at the GM.

None of the Directors had a material interest in the Transactions and thus no Director was required to abstain from voting on the Resolution approving the Transactions. The results of the voting will be announced by the Company in accordance with Rule 2.07C of the Listing Rules after the GM.

XI. RECOMMENDATION

The Directors (including the independent non-executive Directors whose view has been set out in this circular after considering the advice of the Independent Financial Adviser) consider that the Sale and Purchase Agreement and Share Subscription Agreement, though not entered into in the ordinary and usual course of business of the Group, are on normal commercial terms after arm’s length negotiations between the parties, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

Your attention is drawn to the letter from the Independent Board Committee set out on pages 29 to 30 of this circular containing its recommendation to the Independent Shareholders and the letter from the Independent Financial Adviser set out on pages 31 to 61 of this circular containing its advice and recommendation to the Independent Board Committee and to the Independent Shareholders, on the Acquisition and Share Subscription. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the Resolution.

Your attention is also drawn to the general information set out in the appendix to this circular.

Yours faithfully, By Order of the Board China Overseas Land & Investment Limited Hao Jian Min

Chairman and Chief Executive Officer

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the full text of the letter from the Independent Board Committee to the Independent Shareholders which was prepared for the purpose of inclusion in this circular.

==> picture [33 x 33] intentionally omitted <==

==> picture [295 x 41] intentionally omitted <==

(Incorporated in Hong Kong with limited liability) (Stock Code: 688)

17 April 2015

To the Independent Shareholders

Dear Sir or Madam,

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP (2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL

We refer to the circular dated 17 April 2015 (the “ Circular ”) issued by the Company of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed by the Board to form the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the Sale and Purchase Agreement, Share Subscription Agreement and transactions contemplated hereunder, are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Somerley Capital Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same respect.

We wish to draw your attention to the letter from the Board set out on pages 6 to 28 of the Circular which contain information in connection with the Sale and Purchase Agreement, Share Subscription Agreement and transactions contemplated hereunder, and the letter from the Independent Financial Adviser set out on pages 31 to 61 of the Circular which contains its advice and recommendation in the same respect.

Having considered the terms of the Sale and Purchase Agreement, Share Subscription Agreement and transactions contemplated hereunder, the advice and recommendation of the Independent Financial Adviser and the relevant information contained in the letter from the Board, we are of the opinion that the Sale and Purchase Agreement and Share Subscription Agreement, though not entered into in the ordinary and usual course of business of the Group, are on normal commercial terms after arm’s length negotiations between the parties, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholders to vote in favour of the Resolution.

Yours faithfully, for an on behalf of

Independent Board Committee of China Overseas Land & Investment Limited

Lam Kwong Siu Independent non-executive Director Fan Hsu Lai Tai, Rita Independent non-executive Director

Wong Ying Ho, Kennedy Independent non-executive Director Li Man Bun, Brian David Independent non-executive Director

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the text of the letter of advice from Somerley Capital Limited to the Independent Board Committee and the Independent Shareholders in respect of the Transactions, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY CAPITAL LIMITED

20th Floor China Building 29 Queen’s Road Central Hong Kong 17 April 2015

To: The Independent Board Committee and the Independent Shareholders of China Overseas Land & Investment Ltd.

Dear Sirs,

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP AND

(2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Transactions. Details of the Transactions are contained in the circular issued by the Company to the Shareholders dated 17 April 2015 (the “Circular” ), of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter shall have the same meanings as those defined in the Circular.

On 24 March 2015, the Sale and Purchase Agreement was entered into whereby the Buyer (a wholly-owned subsidiary of the Company) agreed to acquire from the Seller (a wholly-owned subsidiary of CSCECL) the Target Group (which comprises the Entrusted Companies and other companies engaged in property development and investment) and their respective underlying property projects located in Beijing, Shanghai, Tianjin, Chongqing, Suzhou, Chengdu, Xi’an, Urumqi, Changsha, Weifang, Zibo in the PRC, and London in the United Kingdom. The Consideration was determined at RMB1,823,928,427 (equivalent to approximately HK$2,308.8 million) with reference to the Reassessed NAV. In addition, the Buyer will also assume, through the Target Group, the CSCECL Loans owed by the Target Group to the CSCECL Group upon the Acquisition Completion, which, as at 31 January 2015, amounted to approximately RMB31,992.9 million (equivalent to approximately HK$40,497.3 million). The CSCECL Loans will be required to be repaid after the Acquisition Completion. The total amount of the Consideration and the CSCECL Loans (as at 31 January 2015) equals to approximately RMB33,816.8 million (equivalent to approximately HK$42,806.1 million).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Other principle terms of the Acquisition and the Subscription are set out in the sections headed “6. Principal terms of the Sale and Purchase Agreement” and “7. Principal terms of the Share Subscription Agreement” in this letter below.

COHL, which together with its wholly-owned subsidiary Silver Lot Development Limited (“ Silver Lot ”), held 53.18% of the issued share capital of the Company as at the Latest Practicable Date, is a connected person of the Company. The Seller is a wholly-owned subsidiary of COHL and therefore an associate of a connected person of the Company. Accordingly, the Acquisition and the Share Subscription shall each constitute a connected transaction of the Company.

As one or more of the applicable percentage ratios of each of the Acquisition and the Share Subscription exceed 5% but are less than 25%, (i) the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and a connected transaction under Chapter 14A of the Listing Rules; and (ii) the Share Subscription constitutes a connected transaction under Chapter 14A of the Listing Rules, which are subject to the relevant reporting, announcement and Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules.

The Transactions are subject to the approval of the Independent Shareholders at the GM. COHL (being a direct controlling shareholder of the Company) and its associates (including Silver Lot), which together held approximately 53.18% of the issued share capital of the Company as at the Latest Practicable Date, are required to abstain from voting on the relevant resolutions to be proposed at the GM to approve the Transactions.

The Independent Board Committee comprising all of the independent non-executive Directors, namely Messrs. Lam Kwong Siu, Wong Ying Ho, Kennedy, Li Man Bun, Brian David and Madam Fan Hsu Lai Tai, Rita, has been established to give advice and recommendation to the Independent Shareholders in respect of the Transactions. We, Somerley Capital Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We are not associated with the Company, the Buyer, the Seller, COHL or their respective core connected persons, close associates or associates and accordingly are considered eligible to give independent advice on the terms of the Transactions. Apart from normal professional fees payable to us in connection with this and similar appointments, no arrangement exists whereby we will receive any fees or benefits from the Company, the Buyer, the Seller, COHL or their respective core connected persons, close associates or associates.

In formulating our opinion and recommendation, we have reviewed, among other things, the Sale and Purchase Agreement, the Share Subscription Agreement, the annual results announcement of the Company for the year ended 31 December 2014 (the “2014 Annual Results Announcement” ), the annual report of the Company for the year ended 31 December 2013 (the “2013 Annual Report” ) and the information as set out in the Circular.

In addition, we have relied on the information and facts supplied, and the statements, representations and opinions made, by the Directors and the management of the Group and have assumed that they are true, accurate and complete in all material respects at the time they were made. We have no reason to believe that any of such information, facts, statements, representations or opinions relied on by us in forming our opinion is untrue, inaccurate or misleading, nor are we aware of any material omissions which would render the information, facts, statements, representations or opinions supplied or expressed to us untrue, inaccurate or misleading. We have assumed that all such information, facts, statements, representations or opinions for matters relating to the Group supplied or expressed to us by the Directors and the management of the Group have been reasonably made after due and careful enquiry. We have relied on such information, facts, statements, representations and opinions and consider these sufficient for us to reach our advice and recommendation as set out in this letter. However, we have not conducted any independent investigation into the business, financial conditions, affairs and future prospects of any member of the Group or the Target Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation, we have considered the principal factors and reasons set out below.

1. Principal business activities and financials of the Group

The Group is principally engaged in the property development and investment, real estate agency and management, and treasury operations. The Group continues to apply the comprehensive nationwide strategic coverage and to provide differentiated properties in various cities in order to achieve a balanced growth in property sales, rental and management. Set out below is a summary of the financial performance of the Group for the three years ended 31 December 2014 as extracted from the 2014 Annual Results Announcement and the 2013 Annual Report.

	Year ended 31 December	Year ended 31 December	Year ended 31 December
	2014	2013	2012
	HK$ (million)	HK$ (million)	HK$ (million)
Turnover	119,997.0	82,469.1	64,580.7
Operating profit	42,414.0	28,347.6	27,070.3
Profit before tax	43,667.4	33,288.7	29,422.2
Net profit attributable to the Shareholders	27,680.2	23,043.7	18,722.2

The Group recorded growth in turnover in both 2013 and 2014. Turnover increased by approximately 27.7% to approximately HK$82.5 billion in 2013 and approximately 45.5% to approximately HK$120.0 billion in 2014. The increase in turnover was mainly driven by accelerated pace of development and sales in various property projects. The Group has achieved a record high contracted sales of properties in 2014. The rise in rental income from the Group’s newly completed investment properties in prime locations also contributed to higher turnover.

The net profit attributable to the Shareholders increased by approximately 23.1% to approximately HK$23.0 billion in 2013 and approximately 20.1% to approximately HK$27.7 billion in 2014.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is a summary of the financial position of the Group as at 31 December 2014, 2013 and 2012 as extracted from the 2014 Annual Results Announcement and the 2013 Annual Report.

		As at 31 December	As at 31 December
	2014	2013	2012
	HK$ (million)	HK$ (million)	HK$ (million)
Non-current assets
Investment properties	44,754.8	32,531.7	23,657.3
Other non-current assets	22,160.9	22,775.1	25,899.9
	66,915.7	55,306.8	49,557.2
Current assets
Stock of properties	194,956.0	160,952.1	108,479.9
Bank balances and cash	51,215.3	41,411.2	40,880.4
Other current assets	37,850.0	38,852.3	30,907.2
	284,021.3	241,215.6	180,267.5
Current liabilities
Pre-sales deposits	46,848.4	61,414.4	40,506.2
Bank borrowings — due within one year	22,541.8	3,302.7	5,545.6
Other current liabilities	66,519.8	46,210.7	37,923.7
	135,910.0	110,927.8	83,975.5
Net current assets	148,111.3	130,287.8	96,292.0
Total assets less current liabilities	215,027.0	185,594.6	145,849.2
Non-current liabilities
Bank borrowings — due after one year	23,813.0	36,708.8	32,095.3
Guaranteed notes payable	48,177.4	32,688.1	21,147.7
Other non-current liabilities	6,228.9	5,147.3	5,049.2
	78,219.3	74,544.2	58,292.2
Equity
Equity attributable to the Shareholders	133,333.6	109,970.6	87,244.2
Non-controlling interests	3,474.1	1,079.8	312.8
	136,807.7	111,050.4	87,557.0

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Group has a significant current asset base, majority of which comprises stock of properties. During 2013 and 2014, the Group acquired 42 parcels of land in a number of Mainland China cities and in Hong Kong. As at the end of 2014, the Group had a total of 37.4 million sq.m. of land reserves in 31 Mainland China cities and in Hong Kong and Macau, reflecting its national coverage of business. The land reserves of the Group are relatively evenly distributed in different regions of Mainland China, which allows it to achieve a balanced growth in business.

Whilst the Group has increased its indebtedness in recent years, it maintained an overall gearing ratio as at 31 December 2014 of 32.4%, which was at a relatively low level.

In summary, the Group is in the leadership position in the China property industry with balanced growth. The Acquisition enables the Group to strengthen its leading position in the China property industry and provides the Group with the access to overseas market. For further information on the benefits of the Acquisition, please refer to the section headed “3. Reasons for and benefits of the Transactions” in this letter below.

2. Information on the Target Group

(i) Business of the Target Group

The Target Group is primarily engaged in the real estate development and investment, which has a property portfolio of 27 property projects in various major cities in the PRC including Beijing, Shanghai, Tianjin, Chongqing, Suzhou, Chengdu, Xi’an, Urumqi, Changsha, Weifang and Zibo, together with 3 property projects in London in the United Kingdom. Details of these property projects held by the Target Group as at 31 January 2015 are set out in the table below.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Reference in	valuation report	(Appendix I to	the Circular)		#1	#17		#2		#18		#3	#19	#4	#5	#6	#22		#7	#8	#24	#9	#10
		Actual / Expected	completion year		Completed portion: 2013	Development portion: 2017		Completed portion: 2013		Development portion: 2015		Completed portion: 2014	Development portion: 2015	2013	2013	Completed portion: 2014	Development portion: 2015		2014	Completed portion: 2013	Development portion: 2015-2020	2014	2014
			Current status		Phase I completed	Phases II & III for	development	Phase I and part of Phase II	completed	Part of Phase II for	development	Partly completed	Partly for development	Completed	Completed	Phase I completed	Phases II & III for	development	Completed	Partly completed	Partly for development	Completed	Completed
		Total GFA	(sq.m.)		332,165			145,619				296,518		81	182,526	155,192			121,482	2,316,535		272,983	60,133
			Major usage		Residential			Residential				Residential and	office	Office	Residential	Residential			Residential	Residential		Residential	Residential
Target	Group’s	shareholding	(%)		80%			100%				100%		100%	100%	100%			50%	100%		41%	70%
			City		Beijing			Beijing				Beijing		Beijing	Shanghai	Shanghai			Shanghai	Chongqing		Chengdu	Xi’an
			Project	Development properties	Metro Harbor			Redwood Valley				Metro Town North		CSCEC Linglong Shan	CSCEC Grand Mansion	Riverside Palace			The Amethyst	Lake Blossom		One Tongzilin	Upper city

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Reference in	valuation report	(Appendix I to	the Circular)	#11	#27		#12	#13	#14	#32		#15	#33	$16	#34	#20	#21		#23	#25		#26	#28		#29
		Actual / Expected	completion year	Completed portion: 2012	Development portion: 2016-2017		2014	2014	Completed portion: 2014	Development portion: 2015-2019		Completed portion: 2012-2014	Development portion: 2015-2020	Completed portion: 2014	Development portion: 2016-2020	2015	2017		2015-2020	To be redeveloped		2015	2018		2019
			Current status	Phase I completed	Phases II to V for	development	Completed	Completed	Phase I completed	Phases II to IV for	development	Partly completed	Partly for development	Partly completed	Partly for development	For development	For development		For development	For development		For development	For development		For development
		Total GFA	(sq.m.)	689,913			3,507	2,437	572,601			2,324,610		1,008,681		119,342	129,213		280,386	30,387		113,341	378,932		130,055
			Major usage	Residential			Ancillary area	Residential	Residential			Residential		Residential		Residential	Office and	commercial	Residential	Catering and	Hospitality	Residential	Residential	and office	Residential
Target	Group’s	shareholding	(%)	100%			60%	60%	95%			100%		100%		80%	100%		90%	100%		50%	60%		60%
			City	Xi’an			Urumqi	Urumqi	Changsha			Weifeng		Zibo		Beijing	Beijing		Tianjin	Suzhou		Chengdu	Urumqi		Urumqi
			Project	The New Times			CSC Happiness Town	Garden Full of Aroma	Meixi Lake Era			Da Guan Tian Xia		Glory Lake		Metro Town South	Ao Nan 4th		Top Metropolitan Marina	Bamboo Grove Hotel		The East Palace	Ka Shi Dong Lu Shang Ye	Zhu Zhai	Zi Yun Ge

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Target Reference in	Group’s valuation report	shareholding Total GFA Actual / Expected (Appendix I to	Project City (%) Major usage (sq.m.) Current status completion year the Circular)	South Hetan Urumqi 60% Residential 292,447 For development 2019 #30	Steeping In Your Backyard Urumqi 60% Residential 812,504 For development 2016-2019 #31	Garden	Sub-total 10,771,590	Investment properties	Sunflower Tower Beijing 100% Office 1,978 Completed 1999 #35	China Fortune Tower Shanghai 51% Office 95,622 Completed 2008 #36	One Finsbury Circus London 100% Office 19,260 Completed Refurbishment in 2008 #37	61 Aldwych London 100% Office 16,482 Completed Refurbishment in 2007 #38	Carmelite House London 100% Office 12,447 Completed Redevelopment in 2014 #39	Sub-total 145,789	Total 10,917,379	The total estimated costs to completion for the projects under development held by the Target Group (excluding the portion without	development plan yet) are approximately RMB8,180.3 million (equivalent to approximately HK$10,354.8 million).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Financial information of the Target Group

Assuming that the Target Group had been formed on 1 January 2013 and in such equity percentage interests as the Target Company was holding in each members of the Target Group as at the date of the Sale and Purchase Agreement, set out below are the unaudited combined profit/(loss) before taxation and combined profit/(loss) after taxation attributable to the shareholders of the Target Company for the respective years.

	For the year ended
	31 December
	2014 2013
	(RMB million) (RMB million)
Combined profit/(loss) before taxation	(13.6) 1,857.2
Combined profit/(loss) after taxation attributable to the
shareholders of the Target Company	(387.1) 1,384.0

The combined loss after taxation attributable to the shareholders of the Target Company for the year ended 31 December 2014 was attributable to the write-down of assets in an amount of RMB2,454.0 million (equivalent to approximately HK$3,106.3 million) in relation to certain properties. No write-down in properties was recorded by the Target Group for the year ended 31 December 2013.

As at 31 January 2015, the unaudited combined net asset value (the “ NAV ”) attributable to the shareholder of the Target Company was approximately RMB271.2 million (equivalent to approximately HK$343.3 million). A majority of the assets comprised stock of properties representing 27 property projects in various cities in Mainland China and 3 investment properties in London in the United Kingdom. The operation of the Target Group was largely funded by the CSCECL Loans.

Pursuant to the Sale and Purchase Agreement, the Seller has warranted the unaudited combined financial information of the Target Group fairly and reasonably reflect the financial position and results of operations of the Target Group.

3. Reasons for and benefits of the Transactions

The Group is principally engaged in property development and investment, real estate agency and management, and treasury operations. The Directors consider that the Acquisition and the Share Subscription are in the interests of the Company on the basis that (a) the Transactions will reinforce the Company’s position as the primary listed platform of CSCECL for its property development business; (b) the Transactions will replenish the Group’s nationwide land reserve; (c) the Transactions will provide additional sizeable saleable resources and stable rental income for the Group; and (d) the Transactions will strengthen the capital base of the Company and provide the Enlarged Group with solid financial foundation for its future development. For an elaborated version of the above reasons for and benefits of the Transactions, Independent Shareholders attention is drawn to the section headed “VII. Reason for and benefits of the Transactions” in the letter from the Board in the Circular.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Industry overview

The global economy is in general struggling to gain economic momentum for half of decade after the global financial crisis. The global economy in 2014 was mixed with favourable economic development in the United States but a stagnant Eurozone with renewed concerns on the European debt market. The economic development in Japan recently has been falling short of promise while geopolitical conflicts in the Middle East and Eastern Europe and Asian countries added a sense of political risk to the global economy. According to the World Bank, global growth in 2014 was lower than initially expected, with growth rate of 2.6%, only marginally higher than that of 2.5% in 2013.

Against the background of the volatile and sluggish global economic environment, the Chinese Government, while acknowledging the possibility of a soft landing where it saw its economy recorded a gross domestic product ( “GDP” ) growth rate of 7.4% in 2014, slightly below the target of 7.5%, is carefully managing the economy for a soft landing. The Chinese Government has promulgated several measures for stabilising growth, including, among others, increased investment in infrastructure, moderately eased monetary policies for liquidity improvement, and a lending rate reduction in November 2014, being the first in more than two years, and provision of direct loans worth more than RMB80 billion to specific banks. Furthermore, on 5 February 2015, the People’s Bank of China announced that the deposit reserve ratio would be cut by 0.5% points (from 20% to 19.5%), a move expected to release over RMB600 billion of liquidity into the Chinese banking system, being the first time the People’s Bank of China has dropped the deposit reserve ratio since May 2012. At the annual National People’s Congress held in March 2015, Premier Li Keqiang unveiled the Chinese Government’s macroeconomic targets for 2015, the majority of which were lowered when compared to those for the previous years. A notable lowered target is the GDP growth rate target, which has been reduced from 7.5% in 2014 to 7.0% for 2015. The Chinese Government also signaled that they did not plan to fuel the economy with an aggressive fiscal stimulus package. Such moderation of economic target and economic policies indicated that the Chinese Government is committed to a more balanced and sustainable economic growth.

All in all, although the Chinese economy will gradually slow in the coming years, China will continue to be one of the top economic performers among the major global economies.

China’s property market began to see prices and sales volume slump in 2014. The property market downturn in 2014 forced property investment growth to slide to 10.5% in 2014, almost half of the level of 19.8% achieved in 2013. The property downturn also had dampened demand for commodities ranging from iron ore to copper and dragging down the country’s GDP growth. The aforesaid downturn has prompted the Chinese Government to loosen regulations previously put in place to rein in skyrocketing prices fueled by speculative buying. In his government working report during the annual National People’s Congress held in March 2015, Premier Li Keqiang emphasised that China will stabilise its property market this year, with tailored, market-based policies to guide a “stable and healthy development”. Against this background, while the Chinese property market is unlikely to repeat the explosive investment and growth in the past, it is expected that the Chinese Government will not tolerate a steep slowdown that carries the risk of causing a widespread downturn for the developers, which will ultimately affect its fiscal revenue and creating pressure to the financial markets. In addition, as the forces of urbanisation and demand for improved living conditions in China

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

continue, the impact of which will likely to provide support for the Chinese property market. Currently, China is moving ahead with its urbanisation target set by the National New-type Urbanisation Plan (2014-2020)《國家新型城鎮化規劃 (2014-2020)》, of reaching 60% of its people living in cities by 2020.

5. The valuation of the properties held by the Target Group

The Target Group’s properties were valued by CBRE, an independent property valuer appointed by the Company. We have interviewed CBRE regarding its expertise and understand that CBRE is an established independent property valuer with a large number of completed assignments acting for listed companies with property interests in, among others, Hong Kong, the PRC and the United Kingdom. We understand that the valuer-in-charge of the CBRE’s valuation team has over 20 years’ post qualification experience in the valuation of properties in the PRC and Hong Kong and the relevant valuation team members have post qualification experience ranging from 2 years to 10 years. We have also reviewed the terms of CBRE’s engagement letter and noted that the purpose of which is to prepare a property valuation report and provide the Company with the opinion of value on the property interests held by the Target Group. The engagement letter also contains standard valuation scopes that are typical of property valuation carried out by independent property valuers.

(i) Valuation methodologies

The full text of the valuation report and certificate of the properties attributable to the Target Company as at 31 January 2015 (the “ Valuation Report ”) is set out in appendix I to the Circular. In particular, we note that in performing the valuation for the properties attributable to the Target Company, CBRE has categorised the various groups of properties held by the Target Group and adopted the following valuation methodologies to each of the groups (details of the properties under each group of properties held by the Target Group can be found under appendix I to the Circular):

(a) For the properties in Group I, which are held by the Target Group for sale in the PRC, CBRE has valued such completed properties by making reference to comparable market transactions as available on the market (the “Direct Comparison Approach” ) assuming sale of each of these properties in its existing state.
(b) For the properties in Group II, which are held for development by the Target Group in the PRC, CBRE has valued these construction in progress properties on the basis that they will be developed and completed in accordance with the Target Group’s latest development proposals and development programme provided to CBRE (the “Replacement Cost Approach” ). CBRE has assumed that all consents, approvals and licences from relevant government authorities for the development proposals have been obtained without onerous conditions or delays. In arriving at its opinion of value, CBRE has adopted Direct Comparison Approach by making reference to comparable sales evidence as available in the relevant market, and have also taken into account the expended construction cost.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(c) For the properties in Groups III and IV, which are held by the Target Group for investment in the PRC and the United Kingdom, CBRE has valued such investment properties by a mixture of the Direct Comparison Approach and the capitalisation of the net rental income derived from the existing tenancies with due allowance for the reversionary income potential of the properties (the “Income Capitalisation Approach” ).

Equipped with above understanding, we have discussed with CBRE on the rationale of adopting the different valuation methodologies for valuing the different properties held by the Target Group. According to CBRE, the Direct Comparison Approach is the most appropriate valuation method for assessing the market value of the properties in Group I as the majority of these properties are residential and commercial properties with transparent and readily available market price information located in tiers one and two cities of the PRC. CBRE considers the most appropriate valuation method to value the properties in Group II, which are the properties held by the Target Group for development, would be the Replacement Cost Approach where the incomplete status of these properties made it difficult to derive the market value by solely relying on either the Direct Comparison Approach or the Income Capitalisation Approach. Under this approach, CBRE started with the Direct Comparison Approach to derive the market value of the land parcels of the subject properties, and then added the total expended construction costs and other expenses incurred up to the valuation date to arrive at the final market value of the subject properties. For assessing the market value of the properties in Groups III and IV, which are carpark, office, retail, accommodation and mix-use commercial properties, CBRE considers a mixture of the Income Capitalisation Approach and the Direct Comparison Approach to be the most appropriate valuation method, having regard to the income driven nature of these properties as well as readily available of comparable transacted deals as a reference for the Direct Comparison Approach. Under this approach, CBRE conducted both the Income Capitalisation Approach and the Direct Comparison Approach to derive the gross market value of the subject property under both approaches. It then applied equal weightings to the two approaches to arrive at the final market value of the subject property.

After considering the reasons for CBRE’s choice of adopting the various valuation methodologies for valuing the different properties held by the Target Group, we are of the opinion that, the valuation methodologies used are reasonable and acceptable in establishing the market values of the properties attributable to the Target Company as at 31 January 2015.

(ii) Valuation bases and assumptions

In arriving at the appraised value for the residential and commercial properties in Group I using the Direct Comparison Approach, CBRE generally starts the process by collecting and analysing the recent transactions in the subject properties and market comparables located in the vicinity of the subject properties. The collected comparables were then adjusted to reflect the difference between the comparables and the subject properties in terms of, among others, location, age, size and building quality.

CBRE has applied the Replacement Cost Approach to arrive at the appraised value for the properties for development in Group II. CBRE first applied the Direct Comparison Approach, similar to that applied for those properties held for sale in Group I, to arrive at the market value of the land parcels of the subject properties and then added the relevant construction costs and other expenses to

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

arrive at the final market value of the properties. In the above cases, the construction costs and other expenses which were added to the gross market value of the subject property to arrive at the appraised value of the subject properties, were expended construction expenses incurred by the relevant property development projects up to and including the valuation date. CBRE confirmed that it had assessed the reasonableness of the expended construction expenses incurred by the relevant property development projects against the relevant budgets provided by the management of the Target Group as well as CBRE’s internal database of historical construction expenses of similar project development projects.

CBRE, in arriving at the appraised value for the carpark, office, retail, accommodation and mix-use commercial properties in Groups III and IV, has adopted a mixture of the Direct Comparison Approach and the Income Capitalisation Approach. Under Income Capitalisation Approach, the income stream adopted was based on the existing unexpired contractual tenancies of the properties, whilst vacant units are assumed to be let at their respective market rents as at the valuation date. Upon expiry of the existing tenancies, each unit was assumed to be let at its market rent as at the valuation date. CBRE then applied a capitalisation rate which is based on the yields achieved in market sales transactions and CBRE’s knowledge of the market expectations of property investors, to revert the market rents of each property to valuation date. Going hand-in-hand with the Income Capitalisation Approach, the Direct Comparison Approach was used to support the appraised value for the carpark, office, retail, accommodation and mix-use commercial properties in Groups III and IV. In this regard, data from recent comparable transactions were collected and analysed by CBRE. The collected comparables were then adjusted to take account of the discrepancies between the property and collected comparables, which include, among others, location and building quality.

After taken into account the above, we consider that the bases and assumptions adopted by CBRE for the valuation methodologies as discussed above are reasonable and in line with market practice.

6. Principal terms of the Sale and Purchase Agreement

On 24 March 2015, Alpha Progress Global Limited (as the Buyer, being a direct wholly-owned subsidiary of the Company), King Praise Limited (as the Seller, being a direct wholly-owned subsidiary of COHL), the Company (as the guarantor of the Buyer) and COHL (as the guarantor to the Seller), entered into the Sale and Purchase Agreement for the purchase of all the issued share capital of Celestial Domain Investments Limited (as the Target Company), subject to the terms and conditions in the Sale and Purchase Agreement.

(i) Subject matter

The Buyer has agreed to acquire and the Seller has agreed to sell the entire issued share capital of the Target Company, subject to the terms and conditions of the Sale and Purchase Agreement. The Target Company is an investment holding company incorporated in the BVI, which indirectly holds interests in the Entrusted Companies and other property projects. The Target Group holds a portfolio of 27 property projects in various cities in the PRC and 3 property projects located in London. Further details of the Target Group are set out in the section headed “2. Information on the Target Group” in this letter above and in the section headed “VI. Information on the Target Company and the Target Group” in the letter from the Board in the Circular.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In addition, the Buyer will also assume, through the Target Group, the CSCECL Loans owed by the Target Group to the CSCECL Group upon the Acquisition Completion, which, as at 31 January 2015, amounted to approximately RMB31,992.9 million (equivalent to approximately HK$40,497.3 million). The CSCECL Loans will be required to be repaid after the Acquisition Completion.

(ii) Consideration

The Consideration, being the consideration for the acquisition of the entire issued share capital of the Target Company, is RMB1,823,928,427 (equivalent to approximately HK$2,308.8 million), which shall be settled by the Buyer at the Acquisition Completion with internal resources of the Company. The Consideration was determined after arm’s length negotiation among the parties to the Sale and Purchase Agreement, taking into account, among other things, the quality and size of the property portfolio held by the Target Company and the Reassessed NAV. In addition, as the Buyer will assume (upon the Acquisition Completion) and repay (after the Acquisition Completion) the CSCECL Loans owed by the Target Group to the CSCECL Group, the total payment for the Acquisition will include the repayment of the CSCECL Loans as set out in the table below.

RMB The unaudited combined NAV attributable to the shareholder of the Target Company as at 31 January 2015 Add: Appreciation in the unaudited combined NAV of the Target Group attributable to the shareholder of the Target Company (based on the market valuation of the properties attributable to the Target Group as appraised by CBRE as at 31 January 2015), net of deferred taxation (Note 1) The Reassessed NAV The CSCECL Loans (Note 2) Total	(million) Approximate equivalent amount in HK$ (million) 271.2 343.3 1,552.7 1,965.5 1,823.9 2,308.8 31,992.9 40,497.3 33,816.8 42,806.1	(million) Approximate equivalent amount in HK$ (million) 271.2 343.3 1,552.7 1,965.5 1,823.9 2,308.8 31,992.9 40,497.3 33,816.8 42,806.1
		2,308.8 40,497.3
		42,806.1

Notes:

In arriving at the Reassessed NAV, the unaudited combined NAV of the Target Group as at 31 January 2015 has been adjusted downwards by the estimated tax provisions, which comprise, among other things, the estimated deferred taxation in respect of (i) land appreciation tax; and (ii) corporate income tax.

As advised by the management of the Company, the deferred land appreciation tax is calculated at applicable tax rates in the range of 30% and 40% on the “land value appreciation amount”, being the excess of the estimated

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

proceeds to be received from the disposal of the properties over the deductible expenditures, which include borrowing costs and property development expenditures, pursuant to the relevant PRC regulations on land appreciation tax. The deferred corporate income tax is calculated at 25% (being the applicable tax rate) on the estimated assessable profit generated from the disposal of the properties, which in turn is based on the estimated proceeds to be received from the disposal of the properties less, among others, the property development expenditures and the land appreciation tax.

The amount of the CSCECL Loans above represented the balance as at 31 January 2015 and is set out for illustration purpose only. The actual amount of the CSCECL Loans at the Acquisition Completion may vary in accordance with the operation requirements of the Target Group and the CSCECL Loans will be repaid on a dollar-for-dollar basis.

Appreciation of the Target Group’s properties is basically the excess of the value of those properties attributable to the Target Group based on the valuation by CBRE as at 31 January 2015 after netting off deferred taxation over their book values as shown in the unaudited combined management accounts of the Target Group on the same date. We concur with the management of the Company that the above adjustments were the relevant type of adjustments in arriving at the Consideration, as the combined NAV of the Target Group as at 31 January 2015 did not take into account the latest market valuation of property projects held by the Target Group as at 31 January 2015 and the estimated deferred taxation. Furthermore, we understand that the management of the Company has made relevant considerations, including discussions with its tax advisers, and concluded that there were no material tax exposures of the Target Group and/or the Group as a result of the Acquisition except for the aforesaid estimated deferred taxation.

On the basis that (i) the Consideration equals to the Reassessed NAV, which we consider to be a commonly adopted approach in assessing the fairness of the Consideration for property investment and development companies; and (ii) the valuation methodologies adopted by CBRE in establishing the market values of the properties of the Target Group are reasonable and acceptable, we consider that the basis of Consideration is fair and reasonable. Independent Shareholders however should note that the estimated tax liabilities embedded in the calculation of the Reassessed NAV may differ from the actual tax payable because of the changes in the final selling prices of the Target Group’s properties and/or changes in the government tax policies.

(iii) Conditions precedent

The Acquisition Completion is conditional on the fulfillment or waiver (as the case may be) of, among other things, the Acquisition Conditions below on or before the End Date.

(a) approval having been obtained from the Independent Shareholders at the GM for the Sale and Purchase Agreement, the Share Subscription Agreement and the transactions contemplated thereunder;
(b) the Share Subscription Agreement not having been terminated on or prior to the Acquisition Completion;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(c) no material adverse change or prospective material adverse change in the business, operations, financial condition or prospects of any of the members of the Target Group having occurred since 31 January 2015; and
(d) upon fulfillment of all other Acquisition Conditions, the Buyer having delivered the Acquisition Completion Notice to the Seller and COHL, and the Buyer having received the Funding Availability Notice confirming the necessary funding for the settlement of the Subscription Consideration will be available within ten Business Days (or such later day as the Company and COHL may agree pursuant to the Share Subscription Agreement) from the expected date of Acquisition Completion.

Other conditions precedent are set out in the paragraph headed “Conditions precedent under the Sale and Purchase Agreement” in the letter from the Board in the Circular. If any of the Acquisition Conditions has not been fulfilled or waived by the End Date, the Sale and Purchase Agreement shall terminate.

Acquisition Completion shall take place on the second Business Day after the date on which the last of the Acquisition Conditions is fulfilled or waived (as the case may be), or such other date as the parties shall agree in writing.

(iv) Payment terms

The Consideration of RMB1,823,928,427 (equivalent to approximately HK$2,308.8 million) shall be settled in cash by the Buyer at the Acquisition Completion.

The CSCECL Loans, which shall remain owed by the Target Group, shall be assumed by the Buyer upon Acquisition Completion. The Buyer shall procure the Target Group to:

(a) repay a portion of the CSCECL Loans to the relevant lender(s) in the CSCECL Group in an amount of not more than RMB20,444.5 million within five Business Days after the Acquisition Completion; and
(b) repay the remaining amount of the CSCECL Loans to the relevant lender(s) in the CSCECL Group within one year after Acquisition Completion, subject however to the Subscription Completion.

In respect of the outstanding portion of the CSCECL Loans not yet settled after the Acquisition Completion as set out in paragraph (b) above, an annual interest of 5.04% (which was determined with reference to the People’s Bank of China prevailing lending rate as at the date of the Sale and Purchase Agreement, which the Directors consider comparable to the market interest rate) shall start to accrue on such outstanding CSCECL Loans.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on our discussion with the management of the Group, the first portion of CSCECL Loans of up to RMB20,444.5 million (equivalent to approximately HK$25,879.1 million) shall be repaid from the internal cash resources of the Enlarged Group. The timing and the amount of the remaining balance of the CSCECL Loans as set out in paragraph (b) above to be repaid by the Group will be subject to, among other things, the then financial position and borrowing costs of the Group, but, in any event, the remaining balance of the CSCECL Loans will be fully repayable within one year after Acquisition Completion pursuant to the Sale and Purchase Agreement.

On the basis that the interest rate of 5.04% on the outstanding portion of CSCECL Loans was determined with the reference to the prevailing lending rate in the PRC and the Group is provided with the flexibility to repay the outstanding portion of the CSCECL Loans at any time within the one-year period from the Acquisition Completion, we are of the view that the payment terms are fair and reasonable.

7. Principal terms of the Share Subscription Agreement

In connection with the Acquisition and to replenish the capital resources and support the future property development business of the Enlarged Group, on 24 March 2015, the Company (as the issuer) and COHL (as the subscriber) entered into the Share Subscription Agreement, pursuant to which COHL has agreed to subscribe for 1,686,605,875 Subscription Shares at the Subscription Price of HK$25.38. The Subscription Consideration amounts to HK$42,806,057,107.50 (equivalent to approximately RMB33,816.8 million), which approximately equals to the aggregate amount of the Consideration and the CSCECL Loans (as at 31 January 2015).

(i) Subject matter

The Subscription Shares represent approximately 20.63% of the existing issued share capital of the Company as at the Latest Practicable Date and approximately 17.10% of the issued share capital of the Company as enlarged by the Subscription Shares. The Subscription Shares, when allotted, issued and fully paid, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue of the Subscription Shares.

(ii) Subscription Price

The Subscription Price is HK$25.38 per Subscription Share, which was arrived at after arm’s length negotiations between the Company and COHL with reference to, amongst other things, the recent trading prices of the Shares. The Subscription Price of HK$25.38 per Subscription Share represents:

(a) a discount of approximately 13.8% to the closing price of HK$29.45 per Share as quoted on the Stock Exchange on the Latest Practicable Date;

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) a premium of approximately 10.8% over the closing price of HK$22.90 per Share as quoted on the Stock Exchange on 23 March 2015, being the last trading date prior to the date of the Share Subscription Agreement;
(c) a premium of approximately 14.5% over the average closing price of approximately HK$22.16 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the last trading date prior to the date of the Share Subscription Agreement;
(d) a premium of approximately 15.2% over the average closing price of approximately HK$22.02 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the last trading date prior to the date of the Share Subscription Agreement; and
(e) a premium of approximately 55.6% over the closing price of HK$16.31 per Share based on the audited NAV attributable to the Shareholders as at 31 December 2014 of HK$133,333,583,000 divided by 8,173,975,506 Shares in issue as at the Latest Practicable Date.

The Subscription Consideration will be payable by COHL to the Company in cash upon the Subscription Completion.

Set out below is a chart of the closing prices of the Shares from the beginning of 2014 up to and including the Latest Practicable Date (the “ Review Period ”):

==> picture [447 x 251] intentionally omitted <==

----- Start of picture text -----

Subscription Price: HK$25.38
30
28
(H)
26
(B) (G)
24
(D)
22
20
(A)
18
(C) (E) (F)
16
0
Latest
2 January 20142 February 20142 March 20142 April 20142 May 20142 June 20142 July 20142 August 20142 September 20142 October 20142 November 20142 December 20142 January 20152 February 20152 March 20152 April 2015Practicable Date
----- End of picture text -----

Source: Bloomberg and the website of Stock Exchange

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

During the Review Period, the Company has made a number of key announcements, which are summarised below.

	Date of
	announcement	Description
(A)	7 January 2014	Proposed repurchase of exchangeable bonds issued by China Overseas
		Finance Investment (Cayman) Limited in 2007
(B)	28 January 2014	Continuing connected transactions in relation to the provision of
		management services to the Entrusted Companies pursuant to Entrusted
		Management Agreement
(C)	13 March 2014	Announcement of annual results of the Group for the year ended 31
		December 2013
(D)	23 April 2014	Appointment of President of the Company
(E)	8 May 2014	Listing of guaranteed notes in aggregate of US$1,000 million issued by
		a subsidiary of the Company
(F)	11 June 2014	Listing of guaranteed notes in aggregate of US$1,000 million issued by
		a subsidiary of the Company
(G)	1 August 2014	Announcement of interim results of the Group for the six months ended
		30 June 2014
(H)	24 March 2015	Announcement of annual results of the Group for the year ended 31
		December 2014 and the Announcement

The closing prices of the Shares were in the range of approximately HK$20 and HK$22 per Share in beginning of 2014. Afterwards, the closing Share price followed a general downward trend in the first half of 2014 despite a rebound was seen in March and April 2014 after the publication of annual results announcement of the Group for the year ended 31 December 2013 on 13 March 2014. From July 2014, the closing Share price started to rise and oscillated upwards from approximately HK$19 per Share to approximately HK$23 per Share by end of 2014. The closing Share price climbed in the beginning of 2015 and subsequently dropped to approximately HK$22 in the middle of March 2015. After the publications of the Announcement and the 2014 Annual Results Announcement on 24 March 2015, the closing Shares prices increased and were in the range of HK$23.55 to HK$29.45 per Share. As at the Latest Practicable Date, the Share price closed at HK$29.45. All in all, the Subscription Price of HK$25.38 per Subscription Share has been above the closing Share price during the Review Period before the publication of the Announcement.

Set out in the table below is a list of transactions (the “ Comparable Transactions ”), which is considered exhaustive and representative to our best knowledge, involving the issue of consideration shares or the subscription/placement of new ordinary shares for the purpose of acquiring assets by Stated-Owned Enterprises’ ( “SOEs” ) Hong Kong listed platforms (with market capitalisation of over HK$20 billion as at the Latest Practicable Date) whose main business is real estate, announced during the period from 1 January 2013 to the Latest Practicable Date.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

closing share closing share	the closing price prior to price prior to	share price on and including and including	the LTD the LTD the LTD	(%) (%) (%)	(8.6) (8.6) (7.2)					4.7 3.6 2.6							21.3 17.0 16.7					1.7 1.4 0.5
		Nature of	transaction		Issue of	consideration	shares to fund	acquisition		Issue of	consideration	shares to fund	acquisition				Issue of	consideration	shares for	acquisition		Subscription of	shares to fund	acquisition
Market	capitalisation as	at the Latest	Practicable Date	(HK$ million)	165,885.9					23,908.3							26,159.9					45,107.6
			Principal activities		China Resources Land Limited, through its	subsidiaries, develops and invests in	properties. The company also provides	corporate financing and electrical	engineering services.	Joy City Property Limited is engaged in	the development, operation, sale, leasing	and management of mixed-use complexes	and commercial properties such as	shopping malls, hotels, offices, serviced	apartments and resort and tourist	properties.	Shenzhen Investment Limited is engaged	in development, investment and	management of property; provision of	transportation services; manufacture and	sale of industrial and commercial products.	Sino-Ocean Land Holdings Limited	operates as a real estate holding company.	The company develops residential, office,	and commercial real estate in the northern	People’s Republic of China.
		Stock	code		1109					207							604					3377
			Company name		China Resources Land	Limited				Joy City Property Limited	(formerly known as	COFCO Land Holdings	Limited and The Hong	Kong Parkview Group	Limited)		Shenzhen Investment	Limited				Sino-Ocean Land	Holdings Limited
		Date of	announcement		8 December 2014					1 August 2014							27 January 2014					27 September	2013

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

closing share closing share	the closing price prior to price prior to	share price on and including and including	the LTD the LTD the LTD	(%) (%) (%)	(42.9) (39.2) (38.3)							9.1 9.3 8.7					(2.5) (2.8) (2.8)	3.2 2.5 1.6	21.3 17.0 16.7	(42.9) (39.2) (38.3)	10.8 14.5 15.2
		Nature of	transaction		Issue of	consideration	shares and	placement of new	shares to fund	acquisition		Issue of	consideration	shares for	acquisition		Average	Median	Maximum	Minimum	Subscription is	subject to the	Acquisition	Completion
Market	capitalisation as	at the Latest	Practicable Date	(HK$ million)	23,908.3							26,159.9									240,723.6
			Principal activities		Joy City Property Limited is engaged in	the development, operation, sale, leasing	and management of mixed-use complexes	and commercial properties such as	shopping malls, hotels, offices, serviced	apartments and resort and tourist	properties.	Shenzhen Investment Limited is engaged	in development, investment and	management of property; provision of	transportation services; manufacture and	sale of industrial and commercial products.					The Group is principally engaged in the	property development and investment, real	estate agency and management, and	treasury operations.
		Stock	code		207							604									688
			Company name		Joy City Property Limited							Shenzhen Investment	Limited								The Company
		Date of	announcement		24 September	2013						22 January 2013									24 March 2015

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As shown in the table above, the premiums of the Subscription Price over the closing Share prices in the various periods prior to the date of the Share Subscription Agreement are higher than the averages and the medians and close to the upper ends of the corresponding pricing of the Comparable Transactions.

Having taken into account (i) the Subscription Price represents a premium of approximately 55.6% over the latest NAV per Share of HK$16.31; (ii) the closing price of the Shares in the range of approximately HK$19 and approximately HK$25 during the period from July 2014 to the date before the publication of the Announcement on 24 March 2015; (iii) the favourable pricing of the Subscription Price as compared to the Comparable Transactions (i.e. the premiums of the Subscription Price over the closing Share prices in the various periods prior to the date of the Share Subscription Agreement are higher than the averages and the medians and close to the upper ends of the corresponding pricing of the Comparable Transactions); and (iv) the anticipated increase in NAV per Share from HK$16.3 to HK$17.7 (as discussed in the section headed “10. Financial effects of the Transactions on the Group” in this letter below) upon completion of the Transactions, we are of the view that the Subscription Price is fair and reasonable.

(iii) Conditions precedent

The Subscription Completion is conditional on the fulfillment or waiver (as the case may be) of, among other things, the conditions below on or before the End Date.

(a) approval having been obtained from the Independent Shareholders at the GM for the Share Subscription Agreement, the Sale and Purchase Agreement and the transactions contemplated thereunder;
(b) the listing of and permission to deal in the Subscription Shares on the Main Board of the Stock Exchange having been granted by the Stock Exchange; and
(c) the Acquisition Completion having taken place in accordance with the terms and conditions of the Sale and Purchase Agreement.

If any of the above conditions has not been fulfilled or waived by the End Date, the Share Subscription Agreement shall terminate.

Subscription Completion shall take place on the tenth Business Day after the date on which the last of the conditions precedent of the Share Subscription Agreement is fulfilled or waived (as the case may be), or such later date as the Company may agree to postpone.

(iv) Use of proceeds

The aggregate gross proceeds of the Share Subscription will be approximately HK$42,806.1 million (equivalent to approximately RMB33,816.8 million), and the net proceeds is expected to be approximately HK$42,786.1 million. The Company intends to use the net proceeds from the Share Subscription to replenish the capital resources and support the future property development business of the Enlarged Group. Of the net proceeds for the future property development business, the Company

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

currently intends to use approximately HK$3,800 million for the future development of existing domestic projects in the PRC and approximately HK$29,000 million for the acquisition of land for future projects. As at the Latest Practicable Date, no concrete plan or timeframe has been finalised in relation to any future acquisition of land or new projects, and the above intended allocation of proceeds and any such acquisition of land will be subject to change depending on factors including but not limited to real estate market conditions, listing-for-sale processes, competition from other interested industry players and terms of any land grant.

(v) Lock-up of the Shares held by COHL

8. Financing alternatives available to the Group

We have reviewed whether there are other financing alternatives which were available to the Group other than the Subscription.

As advised by the management of the Group, the Company has considered other forms of equity financing. In general, fund raising exercises for substantial amount by way of issue of new Shares to independent third party (e.g. new share placement) or to existing Shareholders on a pro rata basis (e.g. rights issue or open offer) usually require discount to the prevailing market prices of the Shares. It is less favourable as compared to the Subscription Price of HK$25.38 per Subscription Share, which was set at a premium of approximately 10.8% over the closing price of the Shares on the last trading date prior to the date of the Share Subscription Agreement. Furthermore, fund raising through rights issue or open offer will attract higher transaction costs (such as underwriting and other fees) and dilution effects on those non-participating Shareholders will usually be greater as compared to new share placement. Debt financing will increase overall financing costs and inevitably result in higher gearing ratio. We understand that the current proposed financing structure proposal was arrived at after due and careful consideration of various alternatives by the management of the Group. We concur with the view of the management of the Group that the proposed issue of the Subscription Shares is an acceptable financing mechanism for the Acquisition.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Shareholding structure of the Company and the effect of the Subscription Completion on the shareholding structure of the Company

Name of Shareholder COHL Silver Lot (Note) Public Shareholders Total	As at the Latest Practicable Date Number of Shares held Approximate percentage of total issued share capital 3,837,380,380 46.95% 509,136,928 6.23% 3,827,458,198 46.82% 8,173,975,506 100%	Immediately after the Subscription Completion Number of Shares held Approximate percentage of total issued share capital 5,523,986,255 56.02% 509,136,928 5.16% 3,827,458,198 38.82% 9,860,581,381 100%	Immediately after the Subscription Completion Number of Shares held Approximate percentage of total issued share capital 5,523,986,255 56.02% 509,136,928 5.16% 3,827,458,198 38.82% 9,860,581,381 100%
			100%

Note: Silver Lot is a direct wholly-owned subsidiary of COHL. COHL, a direct controlling shareholder of the Company, which together with its wholly-owned subsidiary, Silver Lot, held in aggregate 53.18% of the issued share capital of the Company as at the Latest Practicable Date.

As shown in the table above, the shareholding of the existing public Shareholders in the Company will decrease from approximately 46.82% to approximately 38.82% immediately after the Subscription Completion (representing a dilution by approximately 17.09%). Although the shareholding interest of the existing public Shareholders will be diluted, having taken into account (i) the benefits which can bring forth by the Transactions; (ii) the fair valuation of the Target Group; (iii) the significant premiums of the Subscription Price over the market prices of the Shares prior to the publication of the Announcement and the prevailing NAV per Share; (iv) the proceeds of the Subscription will be effectively applied to replenish the cash used to pay for the consideration for the Acquisition and the settlement of the CSCECL Loans whereby no significant cash outlay will be required on the Company for the Acquisition; (v) the potential enhancement of the NAV per Share after the Subscription Completion; and (vi) the strengthening of the capital base of the Company and the increase in liquidity of the Shares, we are of the opinion that the dilution effects on shareholding of the existing public Shareholders to be acceptable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

10. Financial effects of the Transactions on the Group

(a) Equity attributable to the Shareholders

Upon completion of the Acquisition, the Target Company will become a wholly-owned subsidiary of the Company and, accordingly, all assets and liabilities of the Target Group will be consolidated into those of the Group.

As advised by the management of the Group, since the Target Company has been under the common control by CSCECL before and after the Acquisition, the Acquisition will be accounted for using merger accounting method. Accordingly, the net assets of the combining entities or businesses of the Target Group will be consolidated using the existing book values from the controlling party’s perspective. No amount will be recognised in respect of goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling party’s interest. Assuming completion of the Transactions took place on 31 December 2014 and based on (i) the NAV attributable to the Shareholders of approximately HK$133,333.6 million as at 31 December 2014; (ii) unaudited combined NAV attributable to the shareholder of the Target Company of approximately HK$343.3 million as at 31 January 2015; (iii) the consideration for the Acquisition of approximately HK$2,308.8 million; and (iv) the net proceeds from the Share Subscription of approximately HK$42,786.1 million, the NAV attributable to the Shareholders of the Enlarged Group as at 31 December 2014 would have increased by approximately HK$40,820.6 million or 30.6% to approximately HK$174,154.2 million. On a per Share basis, the NAV per Share attributable to the Shareholders of the Enlarged Group as at 31 December 2014 would have increased from approximately HK$16.3 by approximately HK$1.4 or 8.6% to approximately HK$17.7.

The actual impact on the net asset value of the Enlarged Group will be subject to change as such amount will be calculated based on carrying values of the assets and liabilities of the Target Group as of the date on which the Acquisition Completion takes place.

(b) Earnings

Upon completion of the Acquisition, the financial results of the Target Group will be consolidated into the consolidated financial statements of the Group. As the Acquisition will be accounted for using merger accounting method, the financial results of the Target Group will be included in the consolidated income statement of the Group from the earliest date presented or since the date when the combining entities or businesses of the Target Group first came under the common control.

The net loss of the Target Group attributable to the shareholder of the Target Company was approximately HK$490.0 million for the year ended 31 December 2014 while the net profit of the Group attributable to the Shareholders was approximately HK$27,680.2 million for the year ended 31 December 2014. Assuming completion of the Transactions took place on 1 January 2014, the net profit of the Enlarged Group for the year ended 31 December 2014 would have decreased by approximately 1.8% to approximately HK$27,190.2 million.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

It should be noted that the financial results of the Target Group for the year ended 31 December 2014 was impacted by a write-down of properties held by the Target Group of approximately RMB2,454.0 million (equivalent to approximately HK$3,106.3 million). Should this one-off expense be excluded, the net profit of the Target Group attributable to the shareholder of the Target Group for the year ended 31 December 2014 would have become approximately RMB2,066.9 million (equivalent to approximately HK$2,616.3 million). On such basis, the net profit of the Enlarged Group attributable to the Shareholders for the year ended 31 December 2014 would have increased by approximately 9.5% to approximately HK$30,296.5 million.

On a per Share basis, the earnings of the Enlarged Group for the year ended 31 December 2014 would have decreased from approximately HK$3.39 by approximately HK$0.63 or 18.6% to approximately HK$2.76. Should the one-off expense of write-down of properties be excluded, the earnings per Share would have decreased by approximately HK$0.32 or 9.4% to HK$3.07.

It should also be noted that, as discussed in the paragraph headed “(a) Equity attributable to the Shareholders” above, the net assets of the Target Group (i.e. mainly development properties) will be consolidated using the existing book values, but not the fair values. The “unrealised” surplus of the fair values over the books values of the development properties will be realised and recognised in the consolidated income statement of the Group, upon the sales of the development properties (and subject to the fulfillment of certain revenue recognition criteria) in the future.

(c) Gearing

As at 31 December 2014, the Group’s net borrowings were approximately HK$43,249.7 million, representing total debt (comprising both short-term and long-term borrowings and guaranteed notes payable) of approximately HK$94,532.3 million less bank balances and cash of HK$51,282.6 million, and the gearing ratio, representing the net borrowings over the equity attributable to the Shareholders, was approximately 32.4%. Assuming completion of the Transactions took place on 31 December 2014 and after taking into account (i) the net proceeds from the Share Subscription of approximately HK$42,786.1 million; (ii) cash payment for the Consideration of approximately HK$2,308.8 million; (iii) the repayment of the first portion of the CSCECL Loans of up to RMB20,444.5 million (equivalent to approximately HK$25,879.1 million); and (iv) the Target Group’s net cash position as at 31 January 2015, both the Enlarged Group’s net borrowing position and the gearing ratio would have decreased.

In summary, the financial effects of the Transactions on the Group are generally positive and the size of the Group will increase significantly in terms of the NAV attributable to the Shareholders. Both the NAV per Share attributable to the Shareholders of the Enlarged Group and the gearing position would have improved. The earnings per Share on a pro forma basis, however, would have decreased slightly. Nevertheless, the historical earnings performance may not be fully reflective of the Target Group’s future earnings potential given the Target Group is a real estate developer. Instead, we consider it more appropriate to put more weight on the effects of the Transactions in terms of the NAV of the Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

11. CSCECL Non-Compete Undertaking

Pursuant to the Entrusted Management Agreement, CSCECL had agreed to the Company that, it will, during the term of the Entrusted Management Agreement, in principle not engage itself in new directly-operated ordinary real estate development business in the PRC, which excludes those real estate development business operated by its various subsidiary construction bureaus and design institutes.

To support the Company’s real estate development business, CSCECL has provided the CSCECL Non-Compete Undertaking in favour of the Company, pursuant to which CSCECL undertakes to the Company that, after Acquisition Completion and for so long as COHL holds more than 50% of the issued shares of the Company, it will in principle not, other than through the Enlarged Group, engage itself in any new directly-operated ordinary real estate development business in the PRC, Hong Kong, Macau and London, save and except for certain real estate development business operated by its various subsidiary construction bureaus and design institutes. CSCECL also undertakes to work out specific internal management policies to avoid the possible intra-group competition with the Company in the PRC, Hong Kong, Macau and London real estate business, with the principle that priority will be given to the Company while promoting cooperation within the CSCECL Group.

Given that the provision of the CSCECL Non-Compete Undertaking will minimise the possible intra-group competition from the CSCECL Group, we consider the CSCECL Non-Compete Undertaking are strategically important and commercially favourable to the Group. We are also of the view that as a result of the implementation of the CSCECL Non-Compete Undertaking and the specific internal management policies of CSCECL to minimise the possible intra-group competition with the Company in the real estate business in specified geographical area, the fairness and reasonableness of the Acquisition can be preserved and the interests of the Company and the Shareholders as a whole can be safeguarded.

12. The Entrusted Management Agreement

Given that the Entrusted Companies will be acquired by the Group pursuant to the Acquisition and become part of the Enlarged Group upon Acquisition Completion, we consider that it is logical to terminate the Entrusted Management Agreement.

— 58 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

DISCUSSION AND ANALYSIS

The Group is principally engaged in the property development and investment, real estate agency and management, and treasury operations. It is the Company’s stated strategy to apply the comprehensive nationwide strategic coverage and to provide highly differentiated, premium products in prosperous city centres. The Target Group is primarily engaged in the real estate development and investment and has a property portfolio of 27 property projects in various major cities in the PRC together with 3 property projects in London in the United Kingdom in the nature of residential, office, commercial and carpark, which fits in the Group’s development strategy and therefore the Acquisition represents a logical extension of the Group’s business. A considerable number of property projects currently held by the Target Group have been managed by the Group since January 2014 under the Entrusted Management Agreement. The management of the Group is already familiar with the Target Group and has direct management experience on the business operations of the Target Group. The merger of the Target Group into that of the Group is not expected to result in any significant operational difficulties or other typical risks that could arise from acquisitions of third party assets or operations.

A number of benefits are expected to accrue to the Group as a result of the Transactions, which include (a) reinforcement of the Company’s position as the primary listed platform of CSCECL for its property development business; (b) replenishment of the Group’s nationwide land reserve; (c) provision of additional sizeable saleable resources and stable rental income for the Group; and (d) the strengthening of the capital base of the Company and providing the Enlarged Group with solid financial foundation for future development.

The total consideration for the Acquisition, including the consideration for the acquisition of the entire issued share capital of the Target Company and the settlement of the CSCECL Loans owed by the Target Group to the CSCECL Group, was approximately RMB33,816.8 million (equivalent to approximately HK$42,806.1 million). Such consideration was equivalent to the Reassessed NAV, which took into account the appreciation of the Target Group’s properties as valued by an independent property valuer as at 31 January 2015 and estimated deferred taxation, and the total amount of the CSCECL Loans, which will be settled on a dollar-for-dollar basis. We consider the basis of consideration, which is based on the NAV of the Target Group adjusted for the latest valuation of the Target Group’s properties, is a commonly adopted approach in assessing the fairness of the consideration for transactions of this type.

The consideration for the Acquisition (including the settlement of the CSCECL Loans) will be satisfied from the internal resources of the Group which will be replenished by the funds raised through the Subscription shortly after Acquisition Completion. The Subscription Price of HK$25.38, which was at premiums over the Share price during the Review Period before the Announcement, represents a premium of approximately 55.6% over the latest NAV per Share of HK$16.31 and compares favourably against the pricing of the Comparable Transactions, is considered fair and reasonable to the Independent Shareholders. In addition, the issue of the Subscription Shares, the gross proceeds of which being equivalent to the total consideration for the Acquisition, demonstrates COHL’s confidence in the prospect of the Enlarged Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Other financing alternatives for the Acquisition, including placing of new Shares, rights issue, open offer and debt financing, have been considered by the management of the Group. However, each of these alternatives has its own disadvantages having considered the circumstances of the Company and its Shares and the terms of the proposed issue of the Subscription Shares. We therefore concur with the management of the Group that the Subscription is an acceptable financing mechanism for the Acquisition.

Although the shareholding of the existing public Shareholders in the Company will be diluted by approximately 17.09% as a result of the Subscription Completion, such dilution is considered acceptable having taken into account (i) the benefits which can bring forth by the Transactions; (ii) the fair valuation of the Target Group; (iii) the significant premiums of the Subscription Price over the market prices of the Shares prior to the publication of the Announcement and the prevailing NAV per Share; (iv) the proceeds of the Subscription will be effectively applied to replenish the cash used to pay for the consideration for the Acquisition and the settlement of the CSCECL Loans whereby no significant cash outlay will be required on the Company for the Acquisition; (v) the potential enhancement of the NAV per Share after the Subscription Completion; and (vi) the strengthening of the capital base of the Company and the increase in liquidity of the Shares.

The financial effects of the Transactions on the Group are generally positive and the size of the Group will increase significantly by 30.6% to approximately HK$174,154.2 million in terms of the NAV attributable to the Shareholders. Assuming the Transactions were completed on 31 December 2014, the NAV per Share attributable to the Shareholders of the Enlarged Group as at 31 December 2014 would have increased from approximately HK$16.3 by approximately HK$1.4 or 8.6% to approximately HK$17.7 and the gearing position would have improved. The earnings per Share on a pro forma basis, however, would have decreased slightly, even if the one-off expense of write-down of properties by the Target Group be excluded. Nevertheless, the historical earnings performance may not be fully reflective of the Target Group’s future earnings potential given the Target Group is a real estate developer. Instead, we consider it more appropriate to put more weight on the effects of the Transactions in terms of the NAV of the Group. Furthermore, the larger size of the Enlarged Group will have greater economies of scale and will reinforce the Company’s position as the one of the leaders in real estate development in the PRC. The magnitude of the increase in capital base and the improved gearing ratio is also favourable to the credit rating of the Company.

The granting of the CSCECL Non-Compete Undertaking by CSCECL is considered strategically crucial and commercially favourable to the Group as it will minimise the possible intra-group competition from other members of the CSCECL Group. More importantly, the Group’s business will be clearly delineated from that of the CSCECL Group and the Group will be established as the primary listed flagship for real estate development and investment within the CSCECL Group in strategically important geographical locations (i.e. the PRC, Hong Kong, Macau and London) covered by the CSCECL Non-Compete Undertaking.

— 60 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Given the implementation of the CSCECL Non-Compete Undertaking and the specific internal management policies of CSCECL to minimise the possible intra-group competition with the Company in the real estate business in aforesaid geographical locations as well as the abovementioned enhanced size and financial position of the Group, the Enlarged Group is expected to be better prepared to capture market opportunities arising from (i) the ongoing market consolidation of the Chinese property development industry where large property developers tend to outperform smaller property developers in terms of sales growth; and (ii) as ordered by the State-owned Assets Supervision and Administration Commission (國務院國有資產監督管理委員會), the accelerated restructuring and exit from the real estate business by Central SOEs (中央企業) whose main businesses are not real estate where the restructured real estate business will be subject to market-based principles. Based on the above, we consider the CSCECL Non-Compete Undertaking can preserve the fairness and reasonableness of the Acquisition as well as promote the interests of the Company and the Shareholders as a whole.

In the event that the Transactions are not approved by the Independent Shareholders at the GM, both the Sale and Purchase Agreement and the Share Subscription Agreement will lapse. In such circumstances, the Shareholders will be unable to benefit from the Transactions as discussed above. In particular, upon the expiry of the non-compete undertaking given by CSCECL on 31 December 2016 pursuant to the Entrusted Management Agreement, potential intra-group competition between the CSCECL Group and the Group may arise unless such non-compete undertaking is renewed. Based on the principal factors and reasons as set forth above, we do not see the merit to be gained by the Independent Shareholders not voting in favour of the resolutions to approve the Transactions.

OPINION AND RECOMMENDATION

Having taken into account the above principal factors and reasons, we consider that the Transactions, though not in the ordinary and usual course of business of the Group, are in the interests of the Company and the Shareholders as a whole and the terms of the Transactions are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned. We therefore advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the resolution to be proposed at the GM to approve the Transactions.

Yours faithfully, for and on behalf of

SOMERLEY CAPITAL LIMITED

Kenneth Chow Danny Cheng Managing Director Director

— 61 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The following is the text of a letter with the summary of values and valuation certificates received from CBRE Limited, prepared for the purpose of incorporation in the circular, in connection with their valuation as at 31 January 2015 of all the property interests of the Target Group.

==> picture [68 x 36] intentionally omitted <==

12/F Three Exchange Square 8 Connaught Place Central, Hong Kong T 852 2820 2800 F 852 2810 0830

香港中環康樂廣場八號交易廣場第三期十二樓電話 852 2820 2800 傳真 852 2810 0830

www.cbre.com.hk 地產代理(公司)牌照號碼 Estate Agent’s License No: C-004065

17 April 2015

The Board of Directors,

China Overseas Land & Investment Limited

10th Floor, Three Pacific Place, 1 Queen’s Road East, Hong Kong

Dear Sirs,

In accordance with your instructions to us to value the certain property interests held by Celestial Domain Investments Limited (the “Target Company”) and its subsidiaries (collectively referred to as the “Target Group”) in the People’s Republic of China (“the PRC”) and the United Kingdom (“the UK”), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the capital values of property interests as at 31 January 2015 (the “Valuation Date”).

Valuation Basis and Assumptions

Our valuation is prepared in accordance with “The HKIS Valuation Standards (2012 Edition)” (“the Standards”) published by The Hong Kong Institute of Surveyors (“the HKIS”).

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Our valuation is made on the basis of Market Value which is defined by the International Valuation Standards and followed by the HKIS to mean “the estimated amount for which an asset or liability should exchange on the Valuation Date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.”

We have also complied with relevant requirements contained in Paragraph 46 of Schedule 3 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), Chapter 5, Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Our valuation has been made on the assumption that the owner sells the properties on the open market without the benefit or burden of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which would serve to affect the values of the property interests.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the properties nor for any expenses or taxation which may be incurred in effecting sale. Unless otherwise stated, it is assumed that the properties were free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

Valuation Methodology

In valuing the properties in Group I which are completed and held by the Target Group for sale and owner occupation, Groups III and IV which are held by the Target Group for investment in the PRC and London in the UK respectively, we have adopted Direct Comparison Approach assuming sale of each of these properties in its existing state by making reference to comparable sales transactions as available in the relevant market, or where appropriate, by Income Capitalization Approach by capitalization of the net rental income derived from the existing tenancies with due allowance for the reversionary income potential of the properties.

In respect of the properties in Group II, which is held by the Target Group for development in PRC, we have valued them on the basis that each of these properties will be developed and completed in accordance with the Target Group’s latest development proposals and development programme provided to us. We have assumed that all consents, approvals and licences from relevant government authorities for the development proposals have been obtained without onerous conditions or delays. We have also assumed that the design and construction of the development are in compliance with the local planning regulations and have been approved by the relevant authorities. In arriving at our opinion of value, we have adopted Direct Comparison Approach by making reference to comparable sales evidence as available in the relevant market, and have also taken into account the expended construction cost. The “estimated capital value as if completed” represents our opinion of the aggregate selling prices of the development assuming that it had been completed at the Valuation Date.

In valuing the property by Direct Comparison Approach, we have allowed adjustments mainly on factors of time, location, building condition & quality, view and management for residential properties, factors of time, location, exposure, size, floor level, building condition & quality for retail properties, factors of time, location, building condition & quality, management and scale for carpark.

— 63 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Source of Information

We have relied to a considerable extent on information given by the Target Group, in particular, but not limited to, the sales records, planning approvals, statutory notices, easements, development scheme, site area and floor area, tenancies and relevant information. No on-site measurement has been taken. Dimensions, measurements and areas included in the valuation certificates are only approximations. We have taken every reasonable care both during inspecting the information provided to us and in making relevant enquiries. We have no reason to doubt the truth and accuracy of the information provided to us by the Target Group, which is material to the valuation. We were also advised by the Group that no material facts have been omitted from the information provided to us.

We have been provided with copies of the title documents relating to the properties, however due to the nature of the land registration system in the PRC, we cannot cause searches to be made on the title of the properties nor have we scrutinised all the original documents to verify ownership and encumbrances or to ascertain the subsequent amendments, if any, which may not appear on the copies handed to us.

In the course of our valuation, we have relied on the legal opinion provided by the PRC legal advisor, Jingtian Gongcheng Law Office (the “PRC Legal Opinion”). We have been provided with extracts from title documents relating to such property interests in the PRC. We have not, however, searched the original documents to verify ownership or existence of any amendment which does not appear on the copies handed to us. All documents have been used for reference only.

Property Inspection

We have inspected the properties to such extent as for the purpose of this valuation. In the course of our inspection, we did not notice any serious defects. However, we have not carried out any structural survey nor any tests were made on the building services. Therefore, we are not able to report whether the properties are free of rot, infestation or any other structural defects.

We have not carried out site measurements to verify the correctness of the site area of the property and have assumed that the site area shown on the documents and official site plan handed to us is correct. During our inspection, we have not carried our investigations on the site to determine the suitability of the ground conditions and the services for any future development. Our valuation is on the basis that these aspects are satisfactory.

The property inspections in the PRC were carried out during the period from 16 February 2015 to 6 March 2015 by Mr Harry Chan, Ms Ellen Liu, Ms Mao Yan, Ms Rebecca Chen, Ms Nicole Liu, Ms Yanni Yu, Ms Coco Zhu, Mr Alex Jin, Ms Season Ou, Ms Jucy Jin, Ms Jenny Chen, Ms Queenie Lu and Ms Meg Zhang.

The property inspections in the UK were carried out on 18 and 19 February 2015 by Mr Neil Adams, Ms Caroline Smith and Mr Martyn Munford.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Currency

Unless otherwise stated, all monetary amounts are stated in Renminbi (“RMB”) in respect of the properties in PRC and Pounds Sterling (“GBP”) in respect of the property in the UK.

We enclose herewith our summary of values and valuation certificates.

Yours faithfully, For and on behalf of CBRE Limited Harry C W Chan FHKIS MCIREA RPS (GP) Executive Director Valuation & Advisory Services

Note: Mr. Harry Chan is a fellow member of Hong Kong Institute of Surveyors, a member of China Institute of Real Estate Appraisers and Agents and a Registered Professional Surveyor (General Practice). He has over 20 years’ post qualification experience in the valuation of properties in the PRC and Hong Kong.

Ms Ellen Liu, Ms Yan Mao, Ms Nicole Liu, Ms Season Ou, Ms Queenie Lu and Ms Meg Zhang are members of China Institute of Real Estate Appraisers and Agents and members of China Real Estate Valuers Association. Ms Yanni Yu and Ms Coco Zhu are members of China Institute of Real Estate Appraisers and Agents. Ms Lucy Jin is member of China Real Estate Valuers Association. All of them have 1 to 10 years post qualification experience in valuation of properties in the PRC.

Under the supervision of Mr. Harry Chan, qualified valuers of CBRE UK conducted the inspection of the properties in London and undertook the valuation. Our responsible local valuers have about 10 to 20 years post-qualification experiences in valuation of properties in the UK.

— 65 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

SUMMARY OF VALUES

				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
	Property Interests	2015	Group	2015
		(RMB)	(%)	(RMB)
Group I — Property interests held by the		Target Group for	sale in the PRC
1.	Unsold portion of Phase I of Metro	58,500,000	80%	46,800,000
	Harbor, Huangcun Town, Daxing
	District, Beijing, the People’s Republic
	of China
2.	Unsold portion of Phases I & II of	470,000,000	100%	470,000,000
	Redwood Valley, Residential Plot of
	A1 Zone, Jingshuiyuan, Tongzhou
	District, Beijing, the People’s Republic
	of China
3.	Unsold portion of Metro Town North,	225,000,000	100%	225,000,000
	North of Meigouying Village, Renhe
	Town, Shunyi District, Beijing, the
	People’s Republic of China
4.	Unsold portion of CSCEC Linglong	999,500	100%	999,500
	Shan, No. 3 Renxinfang Road,
	Chaoyang District, Beijing, the
	People’s Republic of China
5.	Unsold portion of CSCEC Grand	3,206,800,000	100%	3,206,800,000
	Mansion, No.899 Jiangwancheng Road,
	Yangpu District, Shanghai, the
	People’s Republic of China
6.	Unsold portion of Phase I of Riverside	84,100,000	100%	84,100,000
	Palace, No. 1259 Deyuan Road,
	Jiading District, Shanghai, the
	People’s Republic of China
7.	Unsold portion of The Amethyst, No.	3,691,900,000	50%	1,845,950,000
	688 Tongpu Road, Putuo District,
	Shanghai, the People’s Republic of
	China

— 66 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
	Property Interests	2015	Group	2015
		(RMB)	(%)	(RMB)
8.	Unsold portion of Lake Blossom,	908,800,000	100%	908,800,000
	Nanhu Village, Lixianghu Town,
	Nanchuan District, Chongqing, the
	People’s Republic of China
9.	Unsold portion of One Tongzilin,	2,479,000,000	41%	1,016,390,000
	No.168 Shengheer Road, Gaoxin
	District, Chengdu, Sichuan Province,
	the People’s Republic of China
10.	Unsold portion of Upper City, East of	232,000,000	70%	162,400,000
	Jiushi Road, Chanba Ecological
	District, Xi’an, Shaanxi Province, the
	People’s Republic of China
11.	Unsold portion of Phase I of The New	100,000,000	100%	100,000,000
	Times, Qujiang Daming Palace
	Hertiage Site Area, Xi’an, Shaanxi
	Province, the People’s Republic of
	China
12.	Ancillary area of CSC Happiness	No commercial	60%	No commercial
	Town, Song Shan Road, Economic and	value		value
	Technological District, Urumqi,
	Xinjiang Uyghur Autonomous Region,
	the People’s Republic of China
13.	Unsold portion of Garden Full of	10,800,000	60%	6,480,000
	Aroma, No. 300 South Er Xiang,
	Suzhou Xi Street, Xinshi District,
	Urumqi, Xinjiang Uyghur Autonomous
	Region, the People’s Republic of
	China
14	Unsold portion of Phase I of Meixi	231,000,000	95%	219,450,000
	Lake Era, Meixi Lake Road, Yuelu
	District, Changsha, Hunan Province,
	the People’s Republic of China

— 67 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
	Property Interests	2015	Group	2015
		(RMB)	(%)	(RMB)
15.	Unsold portion of Da Guan Tian Xia,	436,900,000	100%	436,900,000
	No. 5716 Dongfang Road, High Tech
	Industrial Development District,
	Weifang, Shandong Province, the
	People’s Republic of China
16.	Unsold portion of Glory Lake,	792,500,000	100%	792,500,000
	Zhoucun District, Zibo, Shandong
	Province, the People’s Republic of
	China
		Group I Sub-total:		9,522,569,500
Group II — Property interests held by the		Target Group for	development in	the PRC
17.	Portions of Phases II & III of Metro	3,484,600,000	80%	2,787,680,000
	Harbor, Huangcun Town, Daxing
	District, Beijing, the People’s Republic
	of China
18.	Portion of Phase II of Redwood	1,259,000,000	100%	1,259,000,000
	Valley, Residential Plot of A1 Zone,
	Jingshuiyuan, Tongzhou District,
	Beijing, the People’s Republic of
	China
19.	Portion of Metro Town North, North	1,306,000,000	100%	1,306,000,000
	of Meigouying Village, Renhe Town,
	Shunyi District, Beijing, the People’s
	Republic of China
20.	Portion of Metro Town South, South	880,000,000	80%	704,000,000
	of Meigouying Village, Renhe Town,
	Shunyi District, Beijing, the People’s
	Republic of China

— 68 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
	Property Interests	2015	Group	2015
		(RMB)	(%)	(RMB)
21.	Ao Nan 4th, Olympics Cultural	2,369,000,000	100%	2,369,000,000
	Business District, Southern Area of
	Olympics Park, Chaoyang District,
	Beijing, the People’s Republic of
	China
22.	Phases II and III of Riverside Palace,	1,019,100,000	100%	1,019,100,000
	No. 1259 Deyuan Road, Jiading
	District, Shanghai, the People’s
	Republic of China
23.	Top Metropolitan Marina, Junction of	1,233,700,000	90%	1,110,330,000
	Jingjintang Expressway and Weihai
	Road, Binhai New District, Tianjin,
	the People’s Republic of China
24.	Development site of Lake Blossom,	1,943,000,000	100%	1,943,000,000
	Nanhu Village, Lixianghu Town,
	Nanchuan District, Chongqing, the
	People’s Republic of China
25.	Bamboo Grove Hotel, No. 168 Zhuhui	270,000,000	100%	270,000,000
	Road, Suzhou, Jiangsu Province, the
	People’s Republic of China
26.	The East Palace, Chengdu, Sichuan	857,600,000	50%	428,800,000
	Province, the People’s Republic of
	China
27.	Phases II to V of The New Times,	1,749,800,000	100%	1,749,800,000
	Qujiang Daming Palace Hertiage Site
	Area, Xi’an, Shaanxi Province, the
	People’s Republic of China
28.	Development site at Ka Shi Dong Lu	265,700,000	60%	159,420,000
	Shang Ye Zhu Zhai, Xinshi District,
	Urumqi, Xinjiang Uyghur Autonomous
	Region, the People’s Republic of
	China

— 69 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
	Property Interests	2015	Group	2015
		(RMB)	(%)	(RMB)
29.	Development site of Zi Yun Ge, No.	138,200,000	60%	82,920,000
	1009 Hetan North Road, Xinshi
	District, Urumqi, Xinjiang Uyghur
	Autonomous Region, the People’s
	Republic of China
30.	Development site of South Hetan,	250,900,000	60%	150,540,000
	South Hetan Road, Xinshi District,
	Urumqi, Xinjiang Uyghur Autonomous
	Region, the People’s Republic of
	China
31.	Development site of Steeping In Your	783,600,000	60%	470,160,000
	Backyard Garden, No. 950 Dongnan
	Road, Hetan North Road, Midong
	District, Urumqi, Xinjiang Uyghur
	Autonomous Region, the People’s
	Republic of China
32.	Phases II to IV of Meixi Lake Era,	2,011,000,000	95%	1,910,450,000
	Meixi Lake Road, Yuelu District,
	Changsha, Hunan Province, the
	People’s Republic of China
33.	Portion of Da Guan Tian Xia, No.	1,575,600,000	100%	1,575,600,000
	5716 Dongfang Road, High Tech
	Industrial Development District,
	Weifang, Shandong Province, the
	People’s Republic of China
34.	Portion of Glory Lake, Zhoucun	935,500,000	100%	935,500,000
	District, Zibo, Shandong Province, the
	People’s Republic of China
		Group II Sub-total:		20,231,300,000

— 70 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
Property	Interests	2015	Group	2015
		(RMB)	(%)	(RMB)

Group III — Property interests held by the Target Group for investment in the PRC

The 12th Floor and 9 Car Parking Spaces of Sunflower Tower, No. 37 Maizidian Street, Chaoyang District, Beijing, the People’s Republic of China
69,400,000 100% 69,400,000

36.	China Fortune Tower, No. 1568-1588,	3,251,000,000	51%	1,658,010,000
	Century Avenue, Pudong New District,
	Shanghai, the People’s Republic of
	China
		Group III Sub-total:		1,727,410,000
				Capital value in
				existing state
		Capital value		attributable to
		in existing	Interest	the Target
		state as at	attributable to	Group as at
		31 January	the Target	31 January
	Property Interests	2015	Group	2015
		(GBP)	(%)	(GBP)
Group IV — Property interests held by the		Target Group for	investment in the	United Kingdom
37.	One Finsbury Circus, London, United	162,700,000	100%	162,700,000
	Kingdom
38.	61 Aldwych, London, United Kingdom	187,800,000	100%	187,800,000
39.	Carmelite House, 50 Victoria	143,500,000	100%	143,500,000
	Embankment, London, United
	Kingdom
		Group IV Sub-total:		494,000,000

— 71 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Group I — Property interests held by the Target Group for sale in the PRC

VALUATION CERTIFICATE

Description and tenure

Property

Unsold portion of The property comprises various commercial Phase I of Metro units, car park and ancillary area erected on two Harbor, Huangcun parcels of land with a total site area of Town, Daxing approximately 17,556 sq.m. District, Beijing, the People’s The total gross floor area of the property is Republic of China approximately 10,965 sq.m. Details of the uses and approximate gross floor areas of the property are as follows:

Capital value in Details of existing state as at occupancy 31 January 2015 As at the RMB58,500,000 Valuation Date, the property 80% interest was vacant. attributable to the Target Group: RMB46,800,000

	Approximate	Approximate
	Gross Floor
Use	Area	(sq.m.)
Commercial		674
Car park & ancillary area		10,291
Total		10,965
The property was completed in 2013.

The property is held under a State-owned Land Use Rights Certificate for commercial and underground commercial uses for terms of 40 years expiring on 29 March 2050, car parking and underground car parking uses for terms of 50 years expiring on 29 March 2060.

Notes:

Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) acquired the land use rights of a land parcel on which the property is situated at a consideration of RMB3,005,000,000.
Pursuant to the State-owned Land Use Rights Certificate No. Jing Xing Guo Yong (2011 Chu) 00050 dated 15 April 2011, the land use rights of the property with a site area of 82,071.56 sq.m. has been granted to Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) for residential use expiring on 29 March 2080, for commercial and underground commercial uses expiring on 29 March 2050, for office and underground car parking uses expiring on 29 March 2060.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to the following Building Ownership Certificates, the ownership of the buildings is held by Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司).

		Gross Floor
Building Ownership Certificate No.	Date of Issue	Area	Use
		(sq.m.)
X Jing Fang Quan Zheng Xing Zi	10 July 2014	32,487.2	Residential, Guard House,
No.155956			Commercial, Recreational Activities
			Station, Fire Control Centre
X Jing Fang Quan Zheng Xing Zi	10 July 2014	27,963.84	Commercial, Residential,
No.155958			Community Service Centre,
			Community Residents Committee,
			Community Health Station,
			Recreational Activities Station
X Jing Fang Quan Zheng Xing Zi	10 July 2014	8,382.00	Car Parking
No.155957

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Rights Certificate	Yes
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Yes
Construction Works Commencement Permit	Yes
Construction Works Completion Inspection Certificate	Yes
Building Ownership Certificate	Yes

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term;
(b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the propety.
(c) 80% of issued share capital of Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.

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APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

In valuing the property, we have assumed unit rates of approximately RMB35,600 per sq.m. for commercial portion and RMB160,000 per lot for car parking space.

In undertaking our valuation of the property, we have made reference to sales and asking prices of commercial properties and car parking spaces within similar districts which have similar characteristics to the property. The prices range from about RMB46,000 to RMB50,000 per sq.m. on level 1 for commercial portion and RMB170,000 to RMB260,000 per lot for car parking spaces. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
2.	Unsold portion of	The property comprises various residential units,		As at the	RMB470,000,000
	Phases I & II of	commercial units and car parking spaces in		Valuation Date,
	Redwood Valley,	Phases I and II of Redwood Valley with a site		the property	100% interest
	Residential Plot of	area of approximately 70,321 sq.m.		was vacant.	attributable to the
	A1 Zone,				Target Group:
	Jingshuiyuan,	The total gross floor area of the property	is		RMB470,000,000
	Tongzhou District,	approximately 29,204 sq.m. Details of the uses
	Beijing, the	and approximate gross floor areas of the
	People’s Republic	property are as follows:
	of China	Approximate Gross
		Use Floor Area	(sq.m.)
		Residential	17,544
		Commercial	1,158
		Car park	10,502
		Total	29,204
		The property was completed in 2013.

The property is held under a State-owned Land Use Rights Certificate for residential use for a term of 70 years expiring on 20 October 2079 and for commercial use for a term of 40 years expiring on 20 October 2049 and for office, underground office and underground car parking uses for a term of 40 years expiring on 20 October 2059.

Notes:

Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) acquired the land use rights of a land parcel on which the property is situated on 13 December 2010 at a consideration of RMB854,755,046.
Pursuant to the State-owned Land Use Rights Certificate No. Jing Tong Guo Yong (2011C) 004 dated 15 March 2011, the land use rights of the land on which the property is located, with a site area of 144,749.30 sq.m., have been granted to Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) for residential use expiring on 20 October 2079, commercial use expiring on 20 October 2049, office, underground office and car parking uses expiring on 20 October 2059.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to the following Building Ownership Certificates, the ownership of the buildings is held by Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司).

		Gross Floor
Building Ownership Certificate No.	Date of Issue	Area	Use
		(sq.m.)
X Jing Fang Quan Zheng Tong Zi	21 August 2013	14,694	Underground Car Parking Spaces
No.1319241
X Jing Fang Quan Zheng Tong Zi	21 August 2013	52,449.89	Residential
No.1319242
X Jing Fang Quan Zheng Tong Zi	10 July 2013	101,746.48	Residential and Culture Actives
No.1316173			Station

The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Rights Certificate Yes Construction Land Use Planning Permit Yes Construction Works Planning Permit Yes Construction Works Commencement Permit Yes Construction Works Completion Inspection Certificate Yes Building Ownership Certificate Yes

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation and any other situation that would seriously affect the land use rights of the property.
(c) Beijing ZhiDiYuanJing Property Development Company, Ltd. (北京智地願景房地產開發有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.

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APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

Certain residential portion of the property with a total gross floor area of approximately 2,340 sq.m. and 13 car parking spaces have been contracted to be sold at a total consideration of RMB49.9 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
In valuing the property, we have assumed unit rates of approximately RMB25,500 per sq.m. for residential portion, RMB18,200 per sq.m. for commercial portion and RMB138,000 per lot for underground car parking spaces.

In undertaking our valuation of the property, we have made reference to sales and asking prices of residential properties within similar districts which have similar characteristics to the property. The prices range from about RMB 24,670 to RMB 27,680 per sq.m. for residential properties, from about RMB24,700 to RMB27,700 per sq.m. for commercial properties and from RMB160,000 to RMB180,000 per lot for car parking spaces. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 77 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
3.	Unsold portion of	The property comprises various residential units,	As at the	RMB225,000,000
	Metro Town North,	commercial units, car park and ancillary area	Valuation Date,
	North of	erected on a parcel of land with a total site area	the property	100% interest
	Meigouying	of approximately 97,287 sq.m.	was vacant.	attributable to the
	Village, Renhe			Target Group:
	Town, Shunyi	The total gross floor area of the property is		RMB225,000,000
	District, Beijing,	approximately 39,751 sq.m. Details of the uses
	the People’s	and approximate gross floor areas of the
	Republic of China	property are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential 542
		Commercial 11,017
		Car park & ancillary area 28,192
		Total 39,751
		The property was completed in 2014.
		The property is held under 2 State-owned Land
		Use Rights Certificates for residential use for
		terms expiring on 14 July 2081, for commercial
		use for terms expiring on 14 July 2051 and for
		mix uses expiring on 14 July 2061.

Notes:

Beijing RenHeYanDu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司) acquired the land use rights of the property on 15 July 2011 at a consideration of RMB1,101,000,000.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property have been granted to Beijing RenHeYanDu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司).

Land Use Rights Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Jing Shun Guo Yong (2012) Chu Di	22 January 2013	42,022	Residential : 14 July 2081
00171 Hao			Commercial : 14 July 2051
			Mix : 14 July 2061
Jing Shun Guo Yong (2012) Chu Di	28 February 2012	55,265	Residential : 14 July 2081
00025 Hao			Commercial : 14 July 2051
			Mix : 14 July 2061

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) Beijing RenHeYandu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
c) There is no legal impediment for obtaining Building Ownership Certificate of the property.
d) Beijing RenHeYanDu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Group, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential and commercial portions of the property with a total gross floor area of approximately 2,465 sq.m. have been contracted to be sold at a total consideration of approximately RMB63.3 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
In valuing the property, we have assumed unit rates of approximately RMB17,500 per sq.m. for commercial portion and RMB101,000 per lot for car parking spaces.

In undertaking our valuation of the property, we have made reference to sales and asking prices of commercial properties and car parking spaces within similar districts which have similar characteristics to the property. The prices range from about RMB15,200 to RMB25,100 per sq.m. for commercial properties on level 1-2 and from about RMB150,000 to RMB250,000 per lot for car parking spaces. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
4.	Unsold portion of	The property comprises an office unit and a	As at the	RMB999,500
	CSCEC Linglong	storage unit erected on a parcel of land with a	Valuation Date,
	Shan, No. 3	total site area of approximately 52,011 sq.m.	the property	100% interest
	Renxinfang Road,		was vacant.	attributable to the
	Chaoyang District,	The total gross floor area of the property is		Target Group:
	Beijing, the	approximately 81 sq.m. Details of the uses and		RMB999,500
	People’s Republic	approximate gross floor areas of the property
	of China	are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Office 50
		Storage 31
		Total 81
		The property was completed in 2013.

The land use rights of the property are held for comprehensive use of a term of 50 years expiring on 21 October 2059.

Notes:

Beijing ZhiDiPuHui Property Development Company Ltd. (北京智地普惠房地產開發有限公司) acquires the land use rights of a land parcel on 21 October 2009 at a consideration of RMB557,000,000. The property comprises portion of the land parcel.
Pursuant to State-owned Land Use Rights Certificate No. Jing Chao Guo Yong (2010 Chu) 00234 dated 1 June 2010, the land use rights of the property with a site area of 52,011.28 sq.m. has been granted to Beijing Zhi Di Pu Hui Property Development Company Ltd. (北京智地普惠房地產開發有限公司) for comprehensive use expiring on 21 October 2059 and commercial use expiring on 21 October 2049.
Pursuant to the following Building Ownership Certificates, the ownership of the buildings is held by Beijing ZhiDiPuHui Property Development Company Ltd. (北京智地普惠房地產開發有限公司).

		Gross
Building Ownership Certificate No.	Date of Issue	Floor Area	Use
		(sq.m.)
No. X Jing Fang Quan Zheng Chao Zi	7 August 2013	10,267.57	Office and Commercial
No. 1271434
No. X Jing Fang Quan Zheng Chao Zi	7 August 2013	1,880.82	Storage
No. 1271505

— 80 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Beijing ZhiDiPuHui Property Development Company Ltd. (北京智地普惠房地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
(c) Beijing ZhiDiPuHui Property Development Company Ltd. (北京智地普惠房地產開發有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain storage portion of the property with a gross floor area of approximately 31 sq.m. has been contracted to be sold at a consideration of RMB10,000. In arriving at our opinion on the capital value of such portion, we have taken into account the contract price of this portion.
In valuing the property, we have assumed a unit rate of about RMB19,700 per sq.m. for the office portion.

In undertaking our valuation of the property, we have made reference to sales and asking prices of office properties within similar districts which have similar characteristics to the property. The prices of these office properties range from about RMB22,000 to RMB24,000 per sq.m. The unit rate assumed by us are consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
5.	Unsold portion of	The property comprises various residential units,	As at the	RMB3,206,800,000
	CSCEC Grand	car park and ancillary area erected on a parcel	Valuation Date,
	Mansion, No.899	of land with a total site area of approximately	the property	100% interest
	Jiangwancheng	114,517 sq.m.	was vacant.	attributable to the
	Road, Yangpu			Target Group:
	District, Shanghai,	The total gross floor area of the property is		RMB3,206,800,000
	the People’s	approximately 182,526 sq.m. Details of the uses
	Republic of China	and approximate gross floor areas of the
		property are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential 63,739
		Car park & ancillary area 118,787
		Total 182,526
		The property was completed in 2013.
		The land use rights of the property are held
		under a Certificate of Real Estate Ownership for
		commodity residential (ordinary commodity
		housing) use for a term expiring on 11 February
		2080.

Notes:

Eastern China China State Construction Property Company Ltd. (華東中建地產有限公司) acquired the land use rights of land parcels on which the property is situated on 9 August 2010 at a consideration of RMB3,720,000,000.
Pursuant to the Certificate of Real Estate Ownership No. Hu Fang Di Yang Zi (2014) No. 013792 dated 1 July 2014, the land use rights of the property with a total gross floor area of 215,724.65 sq.m. is held by Eastern China State Construction Property Ltd. (華東中建地產有限公司) for commodity residential (ordinary commodity housing) use expiring on 11 February 2080.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Yes
Construction Works Commencement Permit	Yes
Construction Works Inspection Certificate	Yes
Certificate of Real Estate Ownership	Yes

The current uses of the property comply with town planning use.

— 82 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
a) Eastern China China State Construction Property Company Ltd. is the only legal owner of the land use rights of the properties and is entitled to occupy, use, lease, transfer, mortgage or otherwise legally dispose of the land use rights of the property.
b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
c) Eastern China China State Construction Property Company Ltd. (華東中建地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential portion of the property with a total gross floor area of approximately 4,218 sq.m. has been contracted to be sold at a consideration of RMB303.7 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of this portion.
In valuing the property, we have assumed unit rates of approximately RMB47,800 per sq.m. for residential properties and RMB117,000 per lot for car parking spaces.

In undertaking our valuation of the property, we have made reference to sales and asking prices of residential properties and car parking spaces within the similar districts which have similar characteristics to the property. The prices range from about RMB41,800 to RMB75,300 per sq.m. for residential properties and from about RMB150,000 to RMB170,000 per lot for car parking spaces. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 83 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

	Property	Description and tenure
6.	Unsold portion of	The property comprises various residential units,
	Phase I of	car park and ancillary area erected on a parcel
	Riverside Palace,	of land with a total site area of approximately
	No. 1259 Deyuan	35,946 sq.m.
	Road, Jiading
	District, Shanghai,	The total gross floor area of the property is
	the People’s	approximately 26,944 sq.m. Details of the uses
	Republic of China	and approximate gross floor areas of the
		property are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential 3,283
		Car park & ancillary area 23,661
		Total 26,944
		The property was completed in 2014.
		The land use rights of the land parcel on which
		the property is situated are held a Certificate of
		Real Estate Ownership for residential use for a
		term of 70 years expiring on 20 January 2082.

	Capital value in
Details of	existing state as at
occupancy	31 January 2015
As at the	RMB 84,100,000
Valuation Date,
the property	100% interest
was vacant.	attributable to the
	Target Group:
	RMB84,100,000

Notes:

Shanghai China State Construction Jiahao Property Copmpany Ltd. (上海中建嘉好地產有限公司) acquired the land use rights of a land parcel on which the property is situated in November 2011 at a consideration of RMB1,186,290,000.
Pursuant to the Certificate of Real Estate Ownership Hu Fang Di Jia Zi (2012) No.001992 dated 21 February 2012, land use rights of the development with a site area of 81,252.4 sq.m. have been granted to Shanghai China State Construction Jiahao Property Company Ltd. (上海中建嘉好地產有限公司) for residential use expiring on 20 January 2082. The property comprises portion of the development.
Certain residential portion of the property with a total gross floor area of approximately 1,662 sq.m. has been contracted to be sold at a total consideration of RMB29.6 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of this portion.

— 84 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes Construction Land Use Planning Permit Yes Construction Works Planning Permit Yes Construction Works Commencement Permit Yes Construction Works Completion Inspection Certificate Yes Certificate of Real Estate Ownership Yes

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) Shanghai China State Construction Jiahao Property Company Ltd. (上海中建嘉好地產有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property;
(b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
(c) There is no legal impediment for obtaining relevant certificate of building ownership of the property.
(d) Shanghai China State Construction Jiahao Property Company Ltd. (上海中建嘉好地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
In valuing the property, we have assumed unit rates of about RMB16,800 to RMB18,600 per sq.m. for residential portion, and RMB45,000 per lot for car parking spaces.

In undertaking our valuation of the property, we have made reference to sales and asking prices of residential properties and car parking spaces within similar districts which have similar characteristics to the property. The prices range from about RMB17,000 to RMB23,000 per sq.m. for these residential properties and from about RMB50,000 to RMB70,000 per lot for car parking spaces. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 85 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
7.	Unsold portion of	The property comprises various residential units,		As at the	RMB3,691,900,000
	The Amethyst, No.	commercial units, car park and ancillary	area	Valuation Date,
	688 Tongpu Road,	erected on two parcels of land with a total site		the property	50% interest
	Putuo District,	area of approximately 142,108 sq.m.		was vacant.	attributable to the
	Shanghai, the				Target Group:
	People’s Republic	The total gross floor area of the property	is		RMB1,845,950,000
	of China	approximately 121,482 sq.m. Details of the uses
		and approximate gross floor areas of the
		property are as follows:
		Approximate Gross
		Use Floor Area	(sq.m.)
		Residential	47,726
		Commercial	3,573
		Car park & ancillary area	70,183
		Total	121,482
		The property was completed in 2014.
		The land use rights of the property are held
		under Certificates of Real Estate Ownership for
		residential use for terms of 70 years expiring on
		14 April 2080.

Notes:

Shanghai Haichuang Property Company Limited (上海海創房地產有限公司) acquired the land use rights of the land parcel where the property is situated at a consideration of RMB7,006,000,000.
Pursuant to the following Certificates of Real Estate Ownership, the land use rights of the land parcels upon which the property is situated and the ownership of the buildings which contains portion of the property have been granted to Shanghai Haichuang Property Company Limited (上海海創房地產有限公司).

		Gross Floor	Land Use and
Certificate of Real Estate Ownership	Date of Issue	Area (sq.m.)	Expiry Date
Hu Fang Di Pu Zi (2010) Di 019230 Hao	19 July 2010	N/A	Residential: 14 April 2080
Hu Fang Di Pu Zi (2013) Di 025013 Hao	4 September 2013	103,028.21	Residential: 14 April 2080
Hu Fang Di Pu Zi (2014) Di 009002 Hao	24 April 2014	191,373.64	Residential: 14 April 2080

— 86 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) Shanghai Haichuang Property Company Limited (上海海創房地產有限公司) is the only legal owner of the land use right of the property and is entitled to occupy, use, transfer, lease and mortgage or other dispose of the property.
(b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
(c) 50% of the issued share capital of Shanghai Haichuang Property Company Limited (上海海創房地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential and commercial portions of the property with a total gross floor area of approximately 11,432 sq.m. and 9 underground car parking space of the property have been contracted to be sold at a total consideration of approximately RMB391.0 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
In valuing the property, we have assumed unit rates of about RMB44,200 to RMB81,900 per sq.m. for residential portion, about RMB32,500 per sq.m. for commercial portion and about RMB292,000 to RMB324,000 per lot for car parking spaces.

In undertaking our valuation of the property, we have made reference to the asking prices of comparables within similar districts which have similar characteristics of the property. The prices range from about RMB43,000 to RMB105,000 per sq.m. for residential properties, from about RMB35,700 to RMB50,000 per sq.m. for ground floor commercial properties, from about RMB260,000 to RMB330,000 per lot for car parking spaces. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 31 January 2015 8. Unsold portion of The property comprises various residential units As at the RMB908,800,000 Lake Blossom, and ancillary area erected on parcels of land Valuation Date, Nanhu Village, with a total site area of approximately 238,572 the property 100% interest Lixianghu Town, sq.m. was vacant. attributable to the Nanchuan District, Target Group: Chongqing, the The total gross floor area of the property is RMB908,800,000 People’s Republic approximately 139,227 sq.m. Details of the uses of China and approximate gross floor areas of the property are as follows:

	Approximate Gross
Use	Floor Area (sq.m.)
Residential	129,999
Ancillary area	9,228
Total	139,227

The property was completed in 2013.

The property is held under 4 Realty Title Certificates for residential use for terms with the latest expiry date on 9 December 2082 and commercial use for terms with the latest expiry date on 9 December 2052.

Notes:

Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司) and Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) acquired the land use rights of land parcels on which the property is situated at a total consideration of RMB397,790,000.
Pursuant to the Realty Title Certificate, Fang Di Zheng 2012 No. 04220 dated 28 September 2012, the land use rights of the land parcels upon which the property is situated with a site area of 108,741.2 sq.m. have been granted to Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) for residential use expiring on 26 September 2082 and commercial use expiring on 26 September 2052.

— 88 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the following Realty Title Certificates, the land use rights of three land parcels on which the property is situated have been granted to Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司).

Realty Title
Certificate No.	Date of Issue	Site Area (sq.m.)	Land Use	and Expiry Date
Fang Di Zheng 2012	11 January 2013	44,821	Commercial:	16 June 2052
No.00052
Fang Di Zheng 2012	5 November 2012	102,691	Commercial:	9 December 2052
No.04670			Residential:	9 December 2082
Fang Di Zheng 2012	27 December 2012	46,139	Commercial:	9 December 2052
No.20312			Residential:	9 December 2082

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Yes
Construction Works Commencement Permit	Yes
Construction Work Completion Inspection Certificate	Yes
Realty Title Certificate	Partly

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) and Chongqing Hainan Investment Company Ltd. (重慶海安投資有限公司) are the only legal owners of the land use rights of the property and are entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no legal impediment for obtaining Realty Title Certificate of part of the property.
(c) Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司) is a wholly-owned subsidiary of Chongqing China Overseas Xingye Industrial Company Ltd. (重慶中海興業實業有限公司).
(d) Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) is a wholly-owned subsidiary of China Overseas Building Development Company Limited (中國海外建築工程有限公司).
(e) Chongqing China Overseas Xingye Industrial Company Ltd. (重慶中海興業實業有限公司) is a wholly-owned subsidiary of China Overseas Building Development Company Limited (中國海外建築工程有限公司).

— 89 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

As advised by the Target Company, China Overseas Building Development Company Limited (中國海外建築工程有限公司) is a directly wholly-owned subsidiary of the Target Company.
Certain residential portion of the property with a total gross floor area of approximately 20,579 sq.m. has been contracted to be sold at a total consideration of RMB105.7 million. In arriving at our opinion on the capital values of such portion, we have taken into account the contract prices of this portion.
In valuing the property, we have assumed a unit rate of about RMB6,530 per sq.m. for residential portion.

In undertaking our valuation of the property, we have made reference to the sales and asking prices of residential properties within similar districts which have similar characteristics to the property. The prices range of these residential properties is from RMB4,300 to RMB12,000 per sq.m. The unit rate assumed by us are consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 31 January 2015 9. Unsold portion of The property comprises various residential units, As at the RMB2,479,000,000 One Tongzilin, commercial units, car park and ancillary area Valuation Date, No.168 Shengheer erected on a parcel of land with a total site area the property 41% interest Road, Gaoxin of approximately 62,575 sq.m. was vacant. attributable to the District, Chengdu, Target Group: Sichuan Province, The total gross floor area of the property is RMB1,016,390,000 the People’s approximately 272,983 sq.m. Details of the uses Republic of China and approximate gross floor areas of the property are as follows: Approximate Gross Use Floor Area (sq.m.) Residential 177,344 Commercial 12,558 Car park & ancillary area 83,081 Total 272,983 The property was completed in 2014. The property is held under a State-owned Land Use Rights Certificate for residential use for a term of 70 years expiring on 7 July 2081 and for commercial use for a term of 40 years expiring on 7 July 2051.

Notes:

Chengdu Jincheng China State Construction Property Development Company Ltd. (成都錦城中建地產開發有限公司) acquired the land use rights of the property in June 2011 at a consideration of RMB951,138,328.
Pursuant to a State-owned Land Use Rights Certificate Cheng Gao Guo Yong (2011) Di 27682 Hao dated 22 December 2011, the land use rights of a land parcel on which the property is situated with a site area of 62,574.89 sq.m. have been granted to Chengdu Jincheng China State Construction Property Development Company Ltd. (成都錦城中建地產開發有限公司) for residential use expiring on 7 July 2081 and commercial use expiring on 7 July 2051.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned	Land Use Rights Grant Contract	Yes
State-owned	Land Use Rights Certificate	Yes
Construction	Land Use Planning Permit	Yes
Construction	Works Planning Permit	Yes
Construction	Works Commencement Permit	Yes
Construction	Work Completion Inspection Certificate	Yes

— 91 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) Chengdu Jincheng China State Construction Property Development Company Ltd. (成都錦城中建地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease or otherwise dispose of the land use rights of the property subject to Bank of China Jinjiang Sub-branch written consent.
(b) There is no legal impediment for obtaining Building Ownership Certificate of the property.
(c) Pursuant to a mortgage contract (2012 Nian Zhong Jin Zui Gao Di Y Zi 004 Hao)dated 24 September 2012, the land use rights of the property held under the State-owned Land Use Rights Certificate Cheng Gao Guo Yong (2011) Di 27682 Hao, with a site area of approximately 62,574.89 sq.m.,are subject to a mortgage for a term from 5 September 2012 to 31 December 2015, in favour of Bank of China Jinjiang Sub-branch.
(d) 41% issued share capital of Chengdu Jincheng China State Construction Property Development Company Ltd. (成都錦城中建地產開發有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential and commercial portions of the property with a total gross floor area of approximately 97,414 sq.m. and a car parking space have been contracted to be sold at a total consideration of approximately RMB 1,260.9 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
In valuing the property, we have assumed unit rates of about RMB9,740 per sq.m. for the residential portion, about RMB27,500 per sq.m. for commercial portion and RMB100,000 per lot for car parking spaces.

In undertaking our valuation of the property, we have made reference to the following sales and asking prices of properties within similar districts which have similar characteristics to the property.

Residential : about RMB9,600 to RMB10,900 per sq.m. Commercial : about RMB10,200 to RMB 41,400 per sq.m. Car park : about RMB150,000 to RMB180,000 per lot

The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 92 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
10.	Unsold portion of	The property comprises various residential units,		As at the	RMB232,000,000
	Upper City, East of	commercial units, car park and ancillary area		Valuation Date,
	Jiushi Road,	erected on a parcel of land with a total site area		the property	70% interest
	Chanba Ecological	of approximately 33,118 sq.m.		was vacant,	attributable to the
	District, Xi’an,			except with	Target Group:
	Shaanxi Province,	The total gross floor area of the property	is	certain	RMB162,400,000
	the People’s	approximately 60,133 sq.m. Details of the uses		commercial
	Republic of China	and approximate gross floor areas of the		portion with a
		property are as follows:		gross floor area
		Use Approximate Gross Floor Area (sq.m.)		of approximately 1,248 sq.m.
		Residential	24,024	being occupied
		Commercial	7,880	by the Target
				Group.
		Car park & ancillary area	28,229
		Total	60,133
		The property was completed in 2014.
		The property is held under 3 State-owned	Land
		Use Rights Certificates for residential use	for a
		term expiring on 29 December 2081 and
		commercial use for a term expiring on 29
		December 2051. For allocated residential	land
		portion, there is no specific land use term.

Notes:

Xi’an China State Construction Chanba Real Estate Company Ltd. (西安中建滻灞置業有限公司) acquired the land use rights of a land parcel on which the property is situated on 28 December 2011 at a consideration of RMB111,430,300.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property have been granted to Xi’an China State Construction Chanba Real Estate Company Ltd. (西安中建滻灞置業有限公司):

Land Use Rights Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
No. Xi Chanba Guo Yong (2012	11 May 2012	30,583.57	Residential: 29 December 2081
Chu) 21
No. Xi Chanba Guo Yong (2012	11 May 2012	942.86	Commercial: 29 December 2051
Chu) 22
No. Xi Chanba Guo Yong (2012	11 May 2012	1,591.72	Allocated residential: No
Chu) 23			specific land use term

— 93 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to the Construction Works Completion Inspection Certificate, the construction works of the property held by Xi’an China State Construction Chanba Real Estate Company Ltd. (西安中建滻灞置業有限公司) with a construction floor area of approximately 135,935.5 sq.m has been certified as completed.
The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contain, inter alia, the following information.
a) Xi’an China State Construction Chanba Real Estate Company Ltd. (西安中建滻灞置業有限公司) legally owns the land use rights of the property and is entitled to legally transfer, lease, mortgage or otherwise dispose of the property.
b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
c) There is no legal impediment for obtaining Building Ownership Certificate of the property.
d) 70% of the issued share capital of Xi’an China State Construction Chanba Real Estate Company Ltd. (西安中建滻灞置業有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential portion of the property with a total gross floor area of approximately 5,235 sq.m. and 47 car parking spaces have been contracted to be sold at a total consideration of about RMB33.9 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
In valuing the property, we have assumed unit rates of about RMB5,000 per sq.m. for the residential portion and RMB10,000 per sq.m. for the commercial portion, about RMB112,000 per lot for the general car parking space and RMB67,000 per lot for car machinery parking space respectively.

In undertaking our valuation of the property, we have made reference to sales and asking prices of properties within similar districts which have similar characteristics to the property. The prices of commercial properties on level 1 range from about RMB13,000 to RMB 20,000 per sq.m. The prices of residential properties range from about RMB4,700 to RMB6,500 per sq.m., and the prices of car parking spaces range from about RMB160,000 to RMB180,000 per lot. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 94 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
11.	Unsold portion of	The property comprises various residential	units,	As at the	RMB100,000,000
	Phase I of The	commercial units and car park erected on a		Valuation Date,
	New Times,	parcel of land with a total site area of		the property	100% interest
	Qujiang Daming	approximately 55,647 sq.m.		was vacant	attributable to the
	Palace Hertiage			except with	Target Group:
	Site Area, Xi’an,	The property comprises with a total gross floor		certain	RMB100,000,000
	Shaanxi Province,	area of approximately 7,936 sq.m. Details of the		commercial
	the People’s	uses and approximate gross floor areas of the		portion with a
	Republic of China	property are as follows:		gross floor area
		Approximate	Gross	of
		Use Floor Area (sq.m.)		approximately
				5,008 sq.m.
		Residential	1,388	being occupied
		Commercial	5,045	by the Target
		Car park	1,503	Group.
		Total	7,936
		The property was completed in 2012.
		The property is held under 2 State-owned Land
		Use Rights Certificates for residential use for a
		term expiring on 30 December 2079.

Notes:

Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the land on which the property is situated have been granted to Xi’an China State Construction Property Company Ltd. (西安中建地產有限公司).

Land Use Rights Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Shi Qu Jiang (Da) Guo Yong (2010	1 July 2010	47,504.20	Residential: 30 December 2079
Chu) No.22
Shi Qu Jiang (Da) Guo Yong (2010	24 June 2010	8,142.50	Residential: 30 December 2079
Chu) No.23

— 95 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Xi’an China State Construction Property Company Ltd. (西安中建地產有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation and any other situation that would be seriously affect the land use rights of the property.
(c) There is no legal impediment for obtaining Building Ownership Certificate of the property.
(d) Xi’an China State Construction Property Company Ltd. (西安中建地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential portion of the property with a total gross floor area of approximately 999 sq.m. has been contracted to be sold at a total consideration of approximately RMB6.54 million. In arriving at our opinion on the capital values of such portion, we have taken into account the contract prices of this portion.
In valuing the property, we have assumed unit rates of about RMB7,880 per sq.m. for residential portion, about RMB16,800 per sq.m. for commercial portion and about RMB160,000 per lot for car parking spaces.

In undertaking our valuation of the property, we have made reference to sales prices of relevant properties within similar districts which has similar characteristics to the property. The prices of these residential properties range from about RMB6,400 to RMB7,500 per sq.m., the prices of these commercial properties on level 1 range from RMB27,000 to RMB30,000 per sq.m., and the prices of car parking spaces range from about RMB200,000 to RMB280,000 per lot. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 96 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Capital value in
Details of existing state as at
Property Description and tenure occupancy 31 January 2015
1. Ancillary area of The property comprises ancillary area on a As at the No Commercial Value CSC Happiness parcel of land with a total site area of Valuation Date, Town, Song Shan approximately 47,341 sq.m. the property Road, Economic was vacant. and Technological The total gross floor area of the property is District, Urumqi, approximately 3,507 sq.m. Xinjiang Uyghur Autonomous The property was completed in 2014. Region, the The property is held under 2 State-owned Land
People’s Republic Use Rights Certificates for residential use
of China expiring on 8 June 2062 and for commercial use expiring on 8 June 2052.

Notes:

Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) acquired the land use rights of land parcels on 8 June 2012 at a consideration of RMB22,900,000. The property comprises portion of the land parcels.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property have been granted to Xinjiang China State Construction Property Company Ltd. (Changsha) (新疆中建地產有限公司).

Land Use Right Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Wu Guo Yong (2012) 0038772	20 September 2012	25,318.01	Commercial: 8 June 2052
			Residential: 8 June 2062
Wu Guo Yong (2012) 0038773	20 September 2012	22,023.07	Commercial: 8 June 2052
			Residential: 8 June 2062

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned	Land Use Rights Grant Contract	Yes
State-owned	Land Use Rights Certificate	Yes
Construction	Land Use Planning Permit	Yes
Construction	Works Planning Permit	Yes
Construction	Works Commencement Permit	Yes
Construction	Work Completion Inspection Certificate	Yes

The current uses of the property comply with town planning use.

— 97 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is the only legal owner of the land use rights of the property.
(b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
(c) 60% of issued share capital of Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The property is ancillary area for civil defence use. We have assigned no commercial value to the property.

— 98 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
13.	Unsold portion of	The property comprises various residential units	As at the	RMB10,800,000
	Garden Full of	and ancillary area erected on a parcel of land	Valuation Date,
	Aroma, No. 300	with a total site area of approximately 18,440	the property	60% interest
	South Er Xiang,	sq.m.	was vacant.	attributable to the
	Suzhou Xi Street,			Target Group:
	Xinshi District,	The total gross floor area of the property is		RMB6,480,000
	Urumqi, Xinjiang	approximately 2,437 sq.m. Details of the uses
	Uyghur	and approximate gross floor areas of the
	Autonomous	property are as follows:
	Region, the	Approximate Gross
	People’s Republic	Use Floor Area (sq.m.)
	of China
		Residential 1,221
		Ancillary area 1,216
		Total 2,437
		The property was completed in 2014.
		The property is held under a State-owned Land
		Use Rights Certificate for commercial use for a
		term expiring on 4 June 2051 and residential use
		for a term expiring on 4 June 2061.

Notes:

Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) acquired the land use rights of a land parcel on which the property is situated for a consideration of RMB26,350,000.
Pursuant to a State-owned Land Use Rights Certificate No. Wu Guo Yong (2012) 0037141 dated 2 May 2012, the land use rights of a land parcel on which the property is situated with a site area of 18,439.55 sq.m., has been granted to Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司), for residential use expiring on 4 June 2061 and commercial use expiring on 4 June 2051.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned	Land Use Rights Grant Contract	Yes
State-owned	Land Use Rights Certificate	Yes
Construction	Land Use Planning Permit	Yes
Construction	Works Planning Permit	Yes
Construction	Works Commencement Permit	Yes

The current uses of the property comply with town planning use.

— 99 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
(c) There is no legal impediment for obtaining Building Ownership Certificate of the property.
(d) 60% of issued share capital of Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
In valuing the property, we have assumed a unit rate of approximately RMB8,840 per sq.m. for residential portion.

In undertaking our valuation of the property, we have made reference to sales prices of residential properties within similar districts which have similar characteristics to the property. The prices of residential properties range from approximately RMB6,900 to RMB10,200 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

— 100 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
14.	Unsold portion of	The property comprises various residential units,		As at the	RMB231,000,000
	Phase I of Meixi	commercial units, car park and ancillary area		Valuation Date,
	Lake Era, Meixi	erected on a parcel of land with a total site	area	the property	95% interest
	Lake Road, Yuelu	of approximately 47,391 sq.m.		was vacant.	attributable to the
	District, Changsha,				Target Group:
	Hunan Province,	The total gross floor area of the property is			RMB219,450,000
	the People’s	approximately 19,057 sq.m. Details of the uses
	Republic of China	and approximate gross floor areas of the
		property are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential	1,458
		Commercial	8,961
		Car park & ancillary area	8,638
		Total 19,057
		The property was completed in 2014.
		The property is held under 13 State-owned	Land
		Use Rights Certificates for residential use
		expiring on 10 December 2081 and commercial
		use expiring on 10 December 2051.

Notes:

China State Construction Land Development Co., Ltd. (Changsha)（長沙中建梅溪房地產開發有限公司）acquires the land use rights of following three land parcels at a total consideration of RMB1,613,982,004. The property comprises portion of the land parcels.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property has been granted to be China State Construction Land Development Co., Ltd. (Changsha) (長沙中建梅溪房地產開發有限公司).

Land	Use Right Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
			(sq.m.)
Chang	Guo Yong (2012) No.037019	20 July 2012	3,225.55	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042091	20 July 2012	15,617.36	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042092	20 July 2012	18,813.88	Residential: 10 December 2081
				Commercial: 10 December 2051
Chang	Guo Yong (2012) No.042093	20 July 2012	16,209.95	Residential: 10 December 2081
				Commercial: 10 December 2051
Chang	Guo Yong (2012) No.042094	20 July 2012	15,815.24	Residential: 10 December 2081

— 101 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Land	Use Right Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
			(sq.m.)
Chang	Guo Yong (2012) No.042095	20 July 2012	9,783.23	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042096	20 July 2012	4,712.64	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042097	20 July 2012	20,635.32	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042098	20 July 2012	32,236.41	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042477	20 July 2012	23,653.86	Commercial: 10 December 2051
Chang	Guo Yong (2012) No.042478	20 July 2012	42,526.18	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042479	20 July 2012	21,490.31	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042480	20 July 2012	15,487.59	Residential: 10 December 2081

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned	Land Use Rights Grant Contract	Yes
State-owned	Land Use Rights Certificate	Yes
Construction	Land Use Planning Permit	Yes
Construction	Works Planning Permit	Yes
Construction	Works Commencement Permit	Yes
Construction	Work Completion Inspection Certificate	Partly

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) China State Construction Land Development Co., Ltd. (Changsha) (長沙中建梅溪房地產開發有限公司) is the legal owner of the land use right of the property and is entitled to possess, use, lease, transfer, mortgage or dispose of the property.
b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
c) There is no legal impediment for obtaining Building Ownership Certificate of the property.
d) 95% of issued share capital of China State Construction Land Development Co., Ltd. (Changsha) (長沙中建梅溪房地產開發有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
21 car parking spaces of the property has been contracted to be sold at a total consideration of RMB2.6 million. In arriving at our opinion on the capital values of such portion, we have taken into account the contract prices of this portion.

— 102 —

APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

In valuing the property, we have assumed unit rates of about RMB7,760 to RMB 26,600 per sq.m. for the residential properties and about RMB21,700 per sq.m. for commercial properties. For car parking spaces, we have assumed a unit monthly rent of about RMB 258 per lot and a yield of 4.5%.

In undertaking our valuation of the property, we have made reference to sales and asking prices of some residential properties and commercial properties, and asking rentals of car parking spaces with in similar districts which have characteristics comparable to the property. The prices are about RMB8,400 to RMB 31,000per sq.m. for residential portion and and about RMB30,000 to RMB42,000 per sq.m. for commercial portion. The asking monthly rental levels of major car parking space range from about RMB248 to RMB280 per lot (exclusive of management fee).

The above unit rates assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analysed yields.

— 103 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

						Capital value in
					Details of	existing state as at
	Property	Description and tenure			occupancy	31 January 2015
15.	Unsold portion of	The property comprises various residential units,			As at the	RMB436,900,000
	Da Guan Tian Xia,	commercial units, car parking spaces in			Valuation Date,
	No. 5716 Dongfang	basement and ancillary area erected on two			the property	100% interest
	Road, High Tech	parcels of land with a total site area of			was vacant.	attributable to the
	Industrial	approximately 377,816 sq.m.				Target Group:
	Development					RMB436,900,000
	District, Weifang,	The total gross floor area of	the property is
	Shandong Province,	approximately 98,553 sq.m. Details of the		uses
	the People’s	and approximate gross floor	areas of the
	Republic of China	property are as follows:
			Approximate Gross
		Use	Floor Area (sq.m.)
		Residential		55,054
		Commercial		4,739
		Car park & ancillary area		38,760
		Total		98,553

The property was completed between 2012 and 2014.

The property is held under State-owned Land Use Rights Certificates for residential use for a term of 70 years expiring on 10 June 2076 and for commercial use for a term of 40 years expiring on 10 June 2046.

Notes:

Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司) acquired the land use rights of a land parcel on which the property is situated in July 2011 at a consideration of RMB 1,412,800,000. The property comprises portion of the land parcels.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property have been granted to Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司).

		Site Area
Land Use Rights Certificate No.	Date of Issue	(sq.m.)	Land Use and Expiry Date
Wei Guo Yong (2011) No. E091	12 July 2011	177,867	Residential: 10 June 2076
			Commercial: 10 June 2046
Wei Guo Yong (2011) No. E093	12 July 2011	199,949	Residential: 10 June 2076
			Commercial: 10 June 2046

— 104 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to the various Building Ownership Certificates, the ownership of the buildings with a total gross floor area of 238,913.67 sq.m. is held by Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司).
The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following information:
a) Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司) legally owns the land use rights of the property and is entitled to legally transfer, lease, mortgage or otherwise dispose of the property.
b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
c) Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential and commercial portions of the property with a total gross floor area of approximately 23,917 sq.m. and 66 car parking spaces have been contracted to sold at a total consideration of approximately RMB174.9 million. In the course of our valuation, we have taken into account the above contracted price of these portions.
In valuing the property, we have assumed unit rates of about RMB5,600 to RMB7,200 per sq.m. for the residential portion and about RMB2,800 to RMB4,000 per sq.m. for the commercial portion. For car parking spaces, we have assumed a unit monthly rent of RMB200 per lot and a yield of 5%.

In undertaking our valuation of the property, we have made reference to sales and asking prices of some residential properties and commercial properties, and asking rentals of car parking spaces with similar districts which have characteristics comparable to the property. The prices are about RMB4,400 to RMB9,900 per sq.m. for residential portion and about RMB5,700 to RMB9,300 per sq.m. for commercial portion. The asking monthly rental levels of major car parking space range from about RMB150 to RMB250 per lot (exclusive of management fee).

The above unit rates assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rate adopted is reasonable having regard to the analysed yields.

— 105 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
16.	Unsold portion of	The property comprises various residential units,		As at the	RMB792,500,000
	Glory Lake,	commercial units, car park and storage erected		Valuation Date,
	Zhoucun District,	on two parcels of land with a total site area of		the property	100% interest
	Zibo, Shandong	approximately 118,164 sq.m.		was vacant.	attributable to the
	Province, the				Target Group:
	People’s Republic	The total gross floor area of	the property is		RMB792,500,000
	of China	approximately 118,008 sq.m.	Details of the uses
		and approximate gross floor	areas of the
		property are as follows:
			Approximate Gross
		Use	Floor Area (sq.m.)
		Residential	76,918
		Commercial	21,822
		Car park	5,165
		Storage	14,103
		Total	118,008
		The property was completed	in 2014.
		The land use rights of the land parcels on which
		the property are situated are	held under 2
		State-owned Land Use Rights Certificates for
		residential use for terms of 70 years expiring on
		23 August 2082 and 30 January 2083 and
		commercial use for terms of	40 years expiring
		on 23 August 2052 and 30 January 2053.

Notes:

Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司) and China Overseas Zibo Real Estate Company Ltd. (中海淄博置業有限公司) acquired the land use rights of land parcels on which the property is situated on 24 August 2012, 2 November 2012 and 31 January 2013 at a total consideration of RMB123,050,000. The property comprises portion of the land parcels.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property have been granted to Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司) and China Overseas Zibo Real Estate Company Ltd. (中海淄博置業有限公司).

		Site Area
Land Use Rights Certificate No.	Date of Issue	(sq.m.)	Land Use and Expiry Date
Zi Guo Yong (2013) No.G00001	2 March 2013	65,653	Residential: 30 January 2083
			Commercial: 30 January 2053
Zi Guo Yong (2013) No.G00008	4 March 2013	52,511	Residential: 23 August 2082
			Commercial: 23 August 2052

— 106 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司) and China Overseas Zibo Real Estate Company Ltd. (中海淄博置業有限公司), legally and effectively own the land use rights of the property and are entitled to occupy, use, lease, transfer, mortgage or otherwise legally dispose of the land use rights of the property.
(b) The land use rights of the property is free from mortgage and seizing.
(c) There is no legal impediment for obtaining Building Ownership Certificate of the property.
(d) Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司) and China Overseas Zibo Real Estate Company Ltd. (中海淄博置業有限公司) are wholly-owned subsidiaries of China Overseas Building Development Company Limited (中國海外建築工程有限公司).
As advised by the Target Company, China Overseas Building Development Company Limited (中國海外建築工程有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential and commercial portions of the property with a total gross floor area of approximately 55,446 sq.m. and 617 car parking spaces have been contracted to be sold at a total consideration of RMB390.9 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
In valuing the property, we have assumed unit value of about RMB5,540 per sq.m. for residential portion, RMB12,000 per sq.m. for commercial portion and RMB 55,000 per lot for car park portion.

In undertaking our valuation of the property, we have made reference to sales and asking prices of properties within similar districts which have similar characteristics to the property.

Residential : RMB4,000 to RMB9,600 per sq.m. Commercial : RMB11,300 to RMB17,400 per sq.m. Car park : RMB85,000 to RMB138,000 per lot

The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 107 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Group II — Property interests held by the Target Group for development in the PRC

VALUATION CERTIFICATE

Property Description and tenure 17. Portions of Phases The property comprises a development site for a II & III of Metro residential and commercial development having Harbor, Huangcun a total site area of about 82,606 sq.m. Town, Daxing District, Beijing, The property comprises with a total gross floor the People’s area of approximately 321,200 sq.m. Details of Republic of China the uses and approximate gross floor areas of the property are as follows:

Capital value in Details of existing state as at occupancy 31 January 2015 As at the RMB3,484,600,000 Valuation Date, the property 80% interest was under attributable to the construction. Target Group: RMB2,787,680,000

	Approximate Gross	Approximate Gross
Use	Floor Area (sq.m.)
Residential		166,122
Office		33,615
Commercial		31,149
Car park & ancillary area		90,314
Total		321,200
The property is scheduled to be completed in
2017.

The property is held under 6 State-owned Land Use Rights Certificates for residential use for a term of 70 years expiring on 29 March 2080; office and car parking uses for terms of 50 years expiring on 29 March 2060, commercial and underground commercial uses for terms of 40 years expiring on 29 March 2050.

Notes:

Pursuant to State-owned Land Use Rights Grant Contract Jing Dichu (He) Zi(2010) No. 0071, the land use rights of the property with a site area of 109,847.22 sq.m. have been granted to Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) at a consideration of RMB3,005,000,000.
Pursuant to various State-owned Land Use Rights Certificates, the land use rights of the property with a total site area of 109,847.22 sq.m. have been granted to Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) for residential use expiring in 29 March 2080, commercial use expiring in 29 March 2050 and office and underground car parking uses expiring in 29 March 2060.
Pursuant to Construction Land Use Planning Permit No. Di Zi No.110115201000043 dated 15 October 2010, the land use planning of the property with site area of 109,847.22 sq.m. has been permitted.

— 108 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the following Construction Works Planning Permits, the planning of construction work of the property has been permitted.

Construction Works Planning Permit No.	Issued Date	Construction Area
		(sq.m.)
Jian Zi No.110115201100063	16 March 2011	82,252.72
Jian Zi No.110115201300079	1 March 2013	215,275.54
Jian Zi No.110115201200164	14 May 2012	65,171.06

Pursuant to the following Construction Works Commencement Permits, the construction works of the property has been permitted to commence.

		Permitted
		Construction
Construction Works Commencement Permit No.	Issued Date	Scale
		(sq.m.)
2011 Shi Jian Zi No.0446	21 April 2011	82,251.72
2013 Shi Jian Zi No.0398	6 June 2013	215,274.54
2012 Shi Jian Zi No.0957	15 September 2012	20,077.89

Pursuant to various Commodity Building Pre-sales Permits, the total pre-saleable gross floor area of Phase II is 174,542 sq.m. and that of Phase III is 17,672.59 sq.m. Certain residential and commercial portions with a total gross floor area of approximately 167,220 sq.m. have been contracted to be sold at a total consideration of approximately RMB4,012.5 million. In arriving at our opinion on the capital value of such portions, we have taken into account the contract prices of these portions.
The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Rights Certificate	Yes
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Yes
Construction Works Commencement Permit	Yes
Commodity Building Pre-sales Permit	Partly

The estimated capital value of Phase II and III under development of the Property as if completed as at the Valuation Date was about RMB5,932.9 million.
The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) The Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) has a proper legal title to the property and has the rights to use, transfer, lease and mortgage of the property.

— 109 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use right of the Property.
c) 80% of issued share capital of Beijing ZhongJianXingHua Property Development Company Ltd. (北京中建興華房地產開發有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB354.5 million and the estimated cost to completion would be approximately RMB856.5 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accomodation value of land is about RMB13,586 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB11,180 to RMB16,081 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

— 110 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Property Description and tenure
1. Portion of Phase II The property comprises a development site for a of Redwood Valley, residential development having a total site area Residential Plot of of approximately 74,428 sq.m. A1 Zone, Jingshuiyuan, The property is planned to have a total gross Tongzhou District, floor area of approximately 116,415 sq.m. Beijing, the Details of the uses and approximate gross floor People’s Republic areas of the property are as follows: of China Approximate Gross Use Floor Area (sq.m.) Residential 63,199 Car park & ancillary area 53,216 Total 116,415 The property is scheduled to be completed in 2015.

Capital value in Details of existing state as at occupancy 31 January 2015 As at the RMB1,259,000,000 Valuation Date, the property 100% interest was under attributable to the construction. Target Group RMB1,259,000,000

Notes:

Pursuant to State-owned Land Use Rights Grant Contract dated 21 October 2009 and the supplementary agreements dated 13 December 2010, the land use rights of the property with a site area of 144,749.3 sq.m. have been granted to Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) at a consideration of RMB854,755,046.
Pursuant to State-owned Land Use Rights Certificate No. Jing Tong Guo Yong (2011C) 004 dated 15 March 2011, the land use rights of the property with a site area of 144,749.30 sq.m. have been granted to Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) for residential use expiring on 20 October 2079, commercial use expiring on 20 October 2049 and office and underground office uses expiring on 20 October 2059.
Pursuant to Construction Land Use Planning Permit DZ No. 110112201000073 dated 9 November 2011, the land use planning of a site area of 156,723.3 sq.m. has been permitted.
Pursuant to the following Construction Works Planning Permits, the planning of construction work of the property has been permitted.

Construction Works Planning Permit No.	Date of Issue	Construction Area
		(sq.m.)
Jian Zi No. 110112201100183 (2011 Gui Tong Jian Zi 0119)	26 May 2011	42,484.476
Jian Zi No. 110112201100161 (2011 Gui Tong Jian Zi 0110)	31 May 2011	72,011.409

— 111 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to two Construction Works Commencement Permits dated 31 December 2012, the construction works of the property with a construction area of 114,495.9 sq.m. have been permitted to commence.
Pursuant to Commodity Building Pre-sales Permit, various buildings with a gross floor area of 85,685.1 sq.m. for residential are permitted for pre-sale. As at the Valuation Date, some residential units with total gross floor area of 32,184 sq.m. have been contracted to be sold, the total amount of pre-sale proceeds is approximately RMB836.1 million.
The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

The estimated capital value of the property as if completed as at the Valuation Date was approximately RMB1,834.5 million.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation or any other situation that would be seriously affect the land use rights of the property.
(c) Beijing ZhiDiYuanJing Property Development Company Ltd. (北京智地願景房地產開發有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB521.2 million and the estimated cost to completion would be approximately RMB114.5 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accomodation value of land is about RMB10,090 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB5,150 to RMB11,800 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

— 112 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
19.	Portion of Metro	The property comprises a development site for a		As at the	RMB1,306,000,000
	Town North, North	residential and commercial development having		Valuation Date,
	of Meigouying	a site area of approximately 97,287 sq.m.		the property	100% interest
	Village, Renhe			was under	attributable to the
	Town, Shunyi	The property is planned to comprise a total		construction.	Target Group:
	District, Beijing,	gross floor area of approximately 256,767	sq.m.		RMB1,306,000,000
	the People’s	Details of the uses and approximate gross	floor
	Republic of China	areas of the property are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential	84,249
		Office	69,236
		Commercial	25,989
		Storage	7,283
		Car park & ancillary area	70,010
		Total 256,767
		The property is scheduled to be completed in
		2015.
		The property is held under 2 State-owned	Land
		Use Rights Certificates for residential use
		expiring on 14 July 2081, for commercial	use
		expiring on 14 July 2051 and for mix uses
		expiring on 14 July 2061.

Notes:

Pursuant to a State-owned Land Use Rights Grant Contracts Jing Di Chu (He) Zi (2011) No.0236 dated 15 July 2011, the land use rights of the property have been granted to Beijing RenHeYandu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司) as a consideration of RMB 1,101,000,000.
Pursuant to the following State-owned Land Use Certificates, the land use rights of the property have been granted to Beijing RenHeYandu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司).

Land Use Rights Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Jing Shun Guo Yong (2012) Chu Di	22 January 2013	42,022	Residential:14 July 2081
00171 Hao			Commercial: 14 July 2051
			Mix: 14 July 2061
Jing Shun Guo Yong (2012) Chu Di	28 February 2012	55,265	Residential: 14 July 2081
00025 Hao			Commercial: 14 July 2051
			Mix: 14 July 2061

— 113 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) Beijing RenHeYanDu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term;
b) There is no seizing, litigation or any other situation that would seriously affect the land use rights of the property.
c) Beijing RenHeYanDu Property Development Company Ltd. (北京仁和燕都房地產開發有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the property as if completed as at the Valuation Date was approximately RMB3,725.1 million.
Certain residential portion of the property with a total gross floor area of approximately 15,097 sq.m. has been contracted to be sold at a total consideration of approximately RMB310.7 million. In arriving at our opinion on the capital value of such portion, we have taken into account the contract prices of this portion.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB82.2 million and the estimated cost to completion would be approximately RMB1,060.7 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB6,530 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB6,830 to RMB9,502 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

— 114 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

						Capital value in
					Details of	existing state as at
	Property	Description and tenure			occupancy	31 January 2015
20.	Portion of Metro	The property comprises a development site for a			As at the	RMB880,000,000
	Town South, South	residential and commercial development having			Valuation Date,
	of Meigouying	a site area of approximately 115,260 sq.m.			the property	80% interest
	Village, Renhe				was under	attributable to the
	Town, Shunyi	The property is planned to have a total gross			construction.	Target Group:
	District, Beijing,	floor area of approximately	119,342 sq.m.			RMB704,000,000
	the People’s	Details of the uses and approximate gross		floor
	Republic of China	areas of the property are as	follows:
			Approximate	Gross
		Use	Floor Area (sq.m.)
		Residential		80,059
		Commercial		2,503
		Storage		10,552
		Car park & ancillary area		26,228
		Total	119,342
		The property is scheduled to be completed		in
		2015.

The property is held under a State-owned Land Use Rights Certificate for commercial use for a term of 40 years expiring on 1 June 2051, for residential use for a term of 70 years expiring on 1 June 2081 and for mix uses for terms of 50 years expiring on 1 June 2061 respectively.

Notes:

Pursuant to a State-owned Land Use Rights Grant Contract Jing Di Chu (He) Zi (2011) No.0167 dated 2 June 2011, the land use rights of the property with site area of about 115,260 sq.m. have been granted to Beijing Huiyan Real Estate Ltd. (北京慧眼置業有限公司) at a consideration of RMB1,017,928,000.
Pursuant to the State-owned Land Use Rights Certificate, the land use rights of the property have been granted to Beijing Huiyan Real Estate Ltd. (北京慧眼置業有限公司) for residential use expiring on 1 June 2081, commercial use expiring on 1 June 2051 and mix uses expiring on 1 June 2061.
Pursuant to the Construction Land Use Planning Permit dated 14 November 2011, the land use planning of a site with a total site area of 121,760.2 sq.m. has been permitted.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the Construction Works Planning Permit dated 1 April 2014, the planning of construction works of the property with a total construction area of approximately 119,342 sq.m. has been permitted.
Pursuant to the Construction Works Commencement Permits dated 1 August 2014 and 10 October 2014, the construction works of the property with a total construction area of approximately 116,142 sq.m. has been permitted to commence.
The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

We have been provided with a legal opinion regarding the property and asset interest by the PRC legal advisors, which contains, inter alia, the following:
a) Beijing Huiyan Real Estate Company Ltd. (北京慧眼置業有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use right of the property.
c) 80% of issued share capital of Beijing Huiyan Real Estate Company Ltd. (北京慧眼置業有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the proposed development as if completed as at the Valuation Date was approximately RMB1,820 million.
Certain residential portions of the property with a gross floor area of approximately 14,726 sq.m. have been contracted to be sold at a total consideration of RMB302.5 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB122.5 million and the estimated cost to completion would be approximately RMB400.4 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value is about RMB8,061 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB8,870 to RMB10,792 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
21.	Ao Nan 4th,	The property comprises a development site for a	As at the	RMB2,369,000,000
	Olympics Cultural	commercial development having a total site area	Valuation Date,
	Business District,	of approximately 15,243 sq.m.	the property	100% interest
	Southern Area of		was under	attributable to the
	Olympics Park,	The planned total gross floor area of the	construction.	Target Group:
	Chaoyang District,	property is approximately 129,213 sq.m. Details		RMB2,369,000,000
	Beijing, the	of the uses and approximate gross floor area of
	People’s Republic	the property are as follows:
	of China	Use Approximate Gross
		Floor Area (sq.m.)
		Office 48,868
		Commercial 35,110
		Car park & ancillary area 45,235
		Total 129,213
		The property is scheduled to be completed in
		2017.
		The property is held under a State-owned Land
		Use Rights Certificate for commercial and
		financial use for a term of 40 years expiring on
		19 February 2050 and for comprehensive use for
		a term of 50 years expiring on 19 February 2060
		respectively.

Notes:

Pursuant to State-owned Land Use Rights Grant Contract Jing Di Chu (He) Zi (2010) No.0040 dated 20 February 2010, the land use rights of the property with a site area of 15,242.5 sq.m. have been granted to Beijing Aochengsiji Real Estate Company Ltd. (北京奧城四季置業有限公司) at a consideration of RMB1,470,000,000.
Pursuant to State-owned Land Use Rights Certificate No. Jing Chao Guo Yong (2011 Chu) 00483 dated 2 November 2011, the land use rights of the property with a total site area of 15,242.50sq.m. have been granted to Beijing Aochengsiji Real Estate Company Ltd. (北京奧城四季置業有限公司) for commercial use expiring on 19 February 2050 and comprehensive use expiring on 19 February 2060.
Pursuant to the Construction Land Use Planning Permit dated 8 June 2011, the land use planning of the property with a total site area of approximately 15,242.50 sq.m. has been permitted.
The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned	Land	Use	Rights Grant Contract	Yes
State-owned	Land	Use	Rights Certificate	Yes
Construction	Land	Use	Planning Permit	Yes

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) Beijing Aochengsiji Real Estate Company Ltd. (北京奧城四季置業有限公司) is the only legal owner of land use rights of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
(c) Beijing Aochengsiji Real Estate Company Ltd. (北京奧城四季置業有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the property as if completed as at the valuation date was RMB3,659.2 million.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB59.0 million and the estimated cost to completion would be approximately RMB1,106.8 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB30,240 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB20,600 to RMB37,900 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
22.	Phases II and III of	The property comprises a development site for		As at the	RMB1,019,100,000
	Riverside Palace,	Phase II and III of a residential development		Valuation Date,
	No. 1259 Deyuan	having a site area of approximately 45,306 sq.m.		the property	100% interest
	Road, Jiading			was under	attributable to the
	District, Shanghai,	Upon completion, the total gross floor area of		construction.	Target Group RMB
	the People’s	the property is approximately 128,248 sq.m.			1,019,100,000
	Republic of China
		Details of the uses and approximate gross floor
		area are as follows:
			Approximate Gross
		Use	Floor Area (sq.m.)
		Residential	88,296
		Car park & ancillary area	39,952
		Total	128,248

The property is scheduled to be completed in 2015.

The land use rights of the land parcels on which the property is situated are held for residential use for terms of 70 years expiring on 20 January 2082.

Notes:

Pursuant to State-owned Land Use Rights Grant Contract Hu Jia Gui Tu (2011) Chu Rang He Tong Di 101 Hao and the Supplementary Agreement Hu Jia Gui Tu (2011) Chu Rang He Tong Bu Zi Di 215 Hao dated 25 November 2011, the land use rights of the property with a site area of about 81,252.4 sq.m. have been granted to Shanghai China State Construction Jiahao Property Company Ltd. (上海中建嘉好地產有限公司) at a consideration of RMB1,186,290,000.
Pursuant to Certificate of Real Estate Ownership Hu Fang Di Jia Zi (2012) No.001992 dated 21 February 2012, the land use rights of the development with a site area of 81,252.4 sq.m. has been granted to Shanghai China State Construction Jiahao Property Company Ltd. (上海中建嘉好地產有限公司) for residential use expiring on 20 January 2082.
Pursuant to a Construction Land Use Planning Permits Hu Jia Di (2012) EA31011420124227 of the Property, the land use planning of the development site with a site area of about 81,252.4 sq.m. has been permitted.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the following Construction Works Planning Permits, the planning of construction work of the property has been permitted.

Construction Works Planning Permit No.	Construction Area
	(sq.m.)
Hu Jia Jian (2012 ) FA31011420124522	91,073.83
Hu Jia Jian (2012) FA31011420124702	19,547.88
Hu Jia Jian (2013) FA31011420134613	108,094.51

Pursuant to Construction Works Commencement Permit Nos. 1201JD0001D01, 1201JD0001D03 and 1201JD0001D04, the construction works of the property with a construction area of 218,716.22 sq.m. has been permitted to commence.
Pursuant to Commodity Building Pre-sales Permit Nos. Jia Ding Fang Guan (2012 )Yu Zi 0000522 Hao, Jia Ding Fang Guan (2013) Yu Zi 000084 Hao, Jia Ding Fang Guan (2014) Yu Bei Zi 000543 Hao and Jia Ding Fang Guan (2014) Yu Bei Zi 000125 Hao, various buildings with a gross floor area of 156,882.6 sq.m. for residential.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
Certificate of Real Estate Ownership	Yes
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Yes
Construction Works Commencement Permit	Yes
Commodity Building Pre-sales Permit	Partly

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Shanghai China State Construction JiaHao Property Company Ltd. (上海中建嘉好地產有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
(c) Shanghai China State Construction Jiahao Property Company Ltd. (上海中建嘉好地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the property as if completed as at the Valuation Date was RMB1,700 million.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Certain residential portions of the property with a total gross floor area of approximately 84,720 sq.m. have been contracted to be sold at a total consideration of approximately RMB1,599.4 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB214.5 million and the estimated cost to completion would be approximately RMB357.8 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB17,100 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB16,500 to RMB19,800 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

— 121 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
23.	Top Metropolitan	The property comprises two parcels of land with	As at the	RMB1,233,700,000
	Marina, Junction of	a total site area of approximately 146,283 sq.m.	Valuation Date,
	Jingjintang		the property	90% interest
	Expressway and	The property is planned to be a residential and	was under	attributable to the
	Weihai Road,	commercial development with a total gross floor	construction.	Target Group:
	Binhai New	area of approximately 280,386 sq.m.		RMB1,110,330,000
	District, Tianjin,
	the People’s	Details of the uses and approximate of gross
	Republic of China	floor areas of Phases I and II are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential 91,311
		Commercial 3,635
		Car park & ancillary area 57,330
		Total 152,276

The property is scheduled to be completed by phases between 2015 and 2020.

The property is held under two State-owned Land Use Rights Certificates for residential use for a term of 70 years and commercial use for a term of 40 years commencing on 17 March 2011.

Notes:

Pursuant to State-owned Land Use Rights Grant Contracts Nos. TJ 11112010020 and TJ 11112010021 dated 14 December 2010, the land use rights of the property with a site area of 146,282.7 sq.m. have been granted to the Tianjin China State Construction Property Company Ltd. (天津中建地產有限公司) at a total consideration of RMB1,470,000,000.
Pursuant to State-owned Land Use Rights Certificates No. Fang Di Zheng Ji Zi No.107051100569 and Fang Di Zheng Ji Zi No.107051100570, the land use rights of the property with a total site area of 146,282.7 sq.m. have been granted to Tianjin China State Construction Property Company Ltd. (天津中建地產有限公司) for residential use expiring on 16 March 2081 and commercial use expiring on 16 March 2051.
Pursuant to Construction Land Use Planning Permit No. 120301201100272 dated 5 January 2011, the land use planning of portion of the property with a site area of 88,047.70 sq.m. has been permitted.

— 122 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to the following Construction Works Planning Permits, the planning of construction work of the property has been permitted.

Construction Works Planning Permit No.	Date of Issue	Construction Area
		(sq.m.)
Jian Zi No. 120301201300734	3 September 2013	2,631.39
Jian Zi No. 120301201101576	30 September 2011	56,683.07
Jian Zi No. 120301201101567	22 September 2011	38,904
Jian Zi No. 120301201300665	28 January 2013	50,479.86
Jian Zi No. 120301201300663	24 January 2013	41,167.10
Jian Zi No. 120301201101525	7 July 2011	1,657.38
Jian Zi No. 120301201200337	26 December 2012	270.58
Jian Zi No. 120301201101561	13 September 2011	2,802.51
Jian Zi No. 120301201300735	3 September 2013	45,521.68

Pursuant to the following Construction Works Commencement Permits, the construction works of the property has been permitted to commence.

Construction Works Commencement Permit No.	Date of Issue	Construction Area
		(sq.m.)
12107021201112002	11 October 2013	54,463.48
12107021201109005	28 September 2011	1,657
12107021201112003	29 December 2011	89,268.37
12107021201112002	29 December 2011	55,463.84
12107021201303002	8 March 2013	50,479.86
12107021201303001	8 March 2013	59,453.91

The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Rights Certificate	Yes
Construction Land Use Planning Permit	Partly
Construction Works Planning Permit	Partly
Construction Works Commencement Permit	Partly
Commodity Building Pre-sales Permit	Partly

The estimated capital value of Phases I and II as if completed as at the Valuation Date would be approximately RMB1,187 million.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
a) Tianjin China State Construction Property Company Ltd. (天津中建地產有限公司) is legal owner of the property and has the rights to use, transfer, lease and mortgage (except the mortgage portion of the property) of the property.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

b) Pursuant to a mortgage contract No.03020306-2013 Bei Zhan (Di) Zi No. 0032, portion of the property with a total site area of 58,231.9 sq.m. is subject to a mortgage in favour of Industrial and Commercial Bank of China, Tianjin North Station Branch (中國工商銀行股份有限公司天津北站支行).
c) 90% of issued share capital of Tianjin China State Construction Property Company Ltd. (天津中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
As advised by the Target Group, the incurred construction cost for Phases I and II as at the Valuation Date was approximately RMB324.6 million and the estimated cost to completion for Phases I and II would be approximately RMB97.6 million. In the course of our valuation, we have taken into account such costs.
Certain residential portion of the property with a total gross floor area of approximately 8,393 sq.m. has been contracted to be sold at a total consideration of approximately RMB85.7 million.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB3,660 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB3,527 to RMB3,792 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Description and tenure

Property

Development site The property comprises a development site and of Lake Blossom, various land parcels with a total site area of Nanhu Village, approximately 1,755,742 sq.m. Lixianghu Town, Nanchuan District, The property is planned to comprise a total Chongqing, the gross floor area of 2,177,308 sq.m. Details of People’s Republic the uses and approximate gross floor area are as of China follows:

Capital value in Details of existing state as at occupancy 31 January 2015 As at the RMB1,943,000,000 Valuation Date, property was 100% interest under attributable to the construction. Target Group: RMB1,943,000,000

	Approximate Gross
Use	Floor Area (sq.m.)
Residential	1,876,687
Commercial	300,621
Total	2,177,308

The property is scheduled to be completed by phases between 2015 and 2020.

The property is held under 36 Realty Title Certificates for residential use for terms of 70 years with the latest expiry date on 9 December 2082 and commercial use for terms of 40 years with the latest expiry date on 9 December 2052.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Notes:

Pursuant to the following State-owned Land Use Grant Contracts and the Supplementary Agreements, the land use rights of the property, with a total site area of approximately 1,273,330 sq.m., have been granted to the Chongqing Baomin Real Estate Company Ltd. (重慶寶民置業有限公司), Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司), Chongqing Jia’an Real Estate Company Ltd. (重慶嘉安置業有限公司), Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司), Chongqing Anqiao Real Estate Company Ltd. (重慶安喬置業有限公司) at a total consideration of RMB2,134,178,000.

Chongqing Baomin Real Estate Company Ltd. (重慶寶民置業有限公司)

State-owned Land Use
Rights Grant Contract No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Yu Di (2012)(Nanchuan) Rang Zi No.03	29 March 2012	2,429	4,150,000
Yu Di (2012)(Nanchuan) Rang Zi No.04	29 March 2012	38,969	66,050,000
Yu Di (2012)(Nanchuan) Rang Zi No.05	30 March 2012	20,108	34,100,000
Yu Di (2012)(Nanchuan) Rang Zi No.06	29 March 2012	18,751	31,800,000
Yu Di (2012)(Nanchuan) Rang Zi No.07	29 March 2012	22,161	37,600,000
Yu Di (2012)(Nanchuan) Rang Zi No.08	22 March 2012	18,216	30,900,000
Yu Di (2012)(Nanchuan) Rang Zi No.09	29 March 2012	15,855	26,900,000
Yu Di (2012)(Nanchuan) Rang Zi No.10	28 March 2012	29,469	49,950,000
Yu Di (2012)(Nanchuan) Rang Zi No.11	22 March 2012	28,098	47,650,000
Yu Di (2012)(Nanchuan) Rang Zi No.12	29 March 2012	20,428	34,650,000
Yu Di (2012)(Nanchuan) Rang Zi No.13	29 March 2012	14,866	25,200,000

Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司)

State-owned Land Use Rights Grant Contract No.

Yu Di (2012)(Nanchuan) Rang Zi No.14 Yu Di (2012)(Nanchuan) Rang Zi No.15 Yu Di (2012)(Nanchuan) Rang Zi No.16 Yu Di (2012)(Nanchuan) Rang Zi No.22 Yu Di (2012)(Nanchuan) Rang Zi No.23 Yu Di (2012)(Nanchuan) Rang Zi No.25 Yu Di (2013)(Nanchuan) Rang Zi No.46 Yu Di (2012)(Nanchuan) Rang Zi No.56 Yu Di (2012)(Nanchuan) Rang Zi No.57 Yu Di (2012)(Nanchuan) Rang Zi No.58 Yu Di (2012)(Nanchuan) Rang Zi No.59

Date of Issue	Site Area	Consideration
	(sq.m.)	(RMB)
18 April 2012	17,146	29,100,000
18 April 2012	19,842	33,650,000
18 April 2012	66,262	112,350,000
17 May 2012	400	700,000
17 May 2012	25,100	42,550,000
17 May 2012	37,800	64,100,000
17 September 2013	37,635	63,800,000
29 October 2012	102,691	174,100,000
29 October 2012	327	550,000
29 October 2012	6,676	11,350,000
29 October 2012	2,645	4,500,000

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Chongqing Jia’an Real Estate Company Ltd. (重慶嘉安置業有限公司)

State-owned Land Use
Rights Grant Contract No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Yu Di (2012)(Nanchuan) Rang Zi No.18	28 April 2012	61,900	104,950,000
Yu Di (2012)(Nanchuan) Rang Zi No.19	04 May 2012	20,000	33,900,000
Yu Di (2012)(Nanchuan) Rang Zi No.20	03 May 2012	42,300	71,700,000
Yu Di (2012)(Nanchuan) Rang Zi No.21	28 April 2012	77,200	130,900,000

Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司)

State-owned Land Use
Rights Grant Contract No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Yu Di (2013)(Nanchuan) Rang Zi No.31	11 July 2013	2,510	4,250,000
Yu Di (2013)(Nanchuan) Rang Zi No.32	11 July 2013	1,625	2,800,000
Yu Di (2013)(Nanchuan) Rang Zi No.33	11 July 2013	76,859	130,300,000
Yu Di (2013)(Nanchuan) Rang Zi No.34	11 July 2013	59,685	101,200,000
Yu Di (2013)(Nanchuan) Rang Zi No.38	15 July 2013	40,724	69,202,000
Yu Di (2013)(Nanchuan) Rang Zi No.39	15 July 2013	60,134	101,926,000
Yu Di (2012)(Nanchuan) Rang Zi No.49	27 September 2012	27,925	17,800,000

Chongqing Anqiao Real Estate Company Ltd. (重慶安喬置業有限公司)

State-owned Land Use
Rights Grant Contract No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Yu Di (2012)(Nanchuan) Rang Zi No.45	16 October 2012	24,511	41,550,000
Yu Di (2012)(Nanchuan) Rang Zi No.46	16 October 2012	43,176	73,200,000
Yu Di (2012)(Nanchuan) Rang Zi No.47	16 October 2012	18,580	31,500,000
Yu Di (2012)(Nanchuan) Rang Zi No.48	16 October 2012	57,924	98,200,000
Yu Di (2012)(Nanchuan) Rang Zi No.53	16 October 2012	16,600	28,150,000
Yu Di (2012)(Nanchuan) Rang Zi No.54	16 October 2012	40,851	69,250,000
Yu Di (2012)(Nanchuan) Rang Zi No.68	26 December 2012	17,145	29,100,000
Yu Di (2012)(Nanchuan) Rang Zi No.69	26 December 2012	21,312	36,150,000
Yu Di (2012)(Nanchuan) Rang Zi No.70	26 December 2012	19,140	32,450,000

Yu Di (2012)(Nanchuan) Rang Zi No.45 Yu Di (2012)(Nanchuan) Rang Zi No.46 Yu Di (2012)(Nanchuan) Rang Zi No.47 Yu Di (2012)(Nanchuan) Rang Zi No.48 Yu Di (2012)(Nanchuan) Rang Zi No.53 Yu Di (2012)(Nanchuan) Rang Zi No.54 Yu Di (2012)(Nanchuan) Rang Zi No.68 Yu Di (2012)(Nanchuan) Rang Zi No.69 Yu Di (2012)(Nanchuan) Rang Zi No.70

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the following Transaction Confirmation Certificate the land use rights of the property have been granted to the Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) and Chongqing Haian Investment Company Ltd (重慶海安投資有限公司). Details are as follows:

Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司)

Transaction Confirmation Certificate No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Gua Cheng Zi (2010) No.04	10 September 2010	477,350	758,230,000
Chongqing Haian Investment Company Ltd.	(重慶海安投資有限公司)
Transaction Confirmation Certificate No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Gua Cheng Zi (2013) No.16	01 March 2013	71,368	121,000,000

Pursuant to the following Realty Title Certificates, the land use rights of the property have been granted to the Chongqing Baomin Real Estate Company Ltd. (重慶寶民置業有限公司), Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司), Chongqing Jia’an Real Estate Company Ltd. (重慶嘉安置業有限公司), Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司), Chongqing Anqiao Real Estate Company Ltd. (重慶安喬置業有限公司).

Realty Title Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Fang Di Zheng 2012 No.04670	05 November 2012	102,691	Commercial: 9 December 2052
			Residential: 9 December 2082
Fang Di Zheng 2013 No.10263	25 November 2013	25,766	Commercial: 16 May 2052
Fang Di Zheng 2012 No.04671	05 December 2012	2,645	Commercial: 9 December 2052
			Residential: 9 December 2082
Fang Di Zheng 2012 No.04674	05 November 2012	6,676	Commercial: 9 December 2052
Fang Di Zheng 2013 No.09802	12 November 2013	37,614	Residential: 27 April 2082
	12 November 2013	41,658	Residential: 27 April 2082
	12 November 2013	41,092	Residential: 27 April 2082
Fang Di Zheng 2012 No.04023	07 September 2012	17,146	Commercial: 17 April 2052
Fang Di Zheng 2013 No.00606	04 February 2013	18,580	Residential: 19 November 2082
Fang Di Zheng 2013 No.00589	04 February 2013	21,312	Residential: 29 March 2083
Fang Di Zheng 2013 No.00595	04 February 2013	19,140	Residential: 29 March 2083
Fang Di Zheng 2013 No.00608	04 February 2013	16,600	Residential: 9 December 2082
Fang Di Zheng 2013 No.00611	04 February 2013	57,924	Residential: 9 December 2082
Fang Di Zheng 2013 No.00613	04 February 2013	43,176	Residential: 9 December 2082
Fang Di Zheng 2013 No.00603	04 February 2013	40,851	Residential: 9 December 2082
Fang Di Zheng 2012 No.03848	20 August 2012	22,161	Residential: 27 April 2082
Fang Di Zheng 2012 No.03847	20 August 2012	14,866	Residential: 27 April 2082
Fang Di Zheng 2012 No.03887	20 August 2012	38,969	Residential: 27 April 2082
Fang Di Zheng 2012 No.03836	20 August 2012	20,108	Residential: 27 April 2082

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Realty Title Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Fang Di Zheng 2012 No.03839	20 August 2012	15,855	Residential: 27 April 2082
Fang Di Zheng 2012 No.03837	20 August 2012	18,751	Residential: 27 April 2082
Fang Di Zheng 2012 No.03838	20 August 2012	29,469	Residential: 27 April 2082
Fang Di Zheng 2012 No.03840	20 August 2012	28,098	Residential: 27 April 2082
Fang Di Zheng 2013 No.01110	28 February 2013	19,978	Residential: 02 June 2082
Fang Di Zheng 2013 No.01156	01 March 2013	61,900	Residential: 29 May 2082
Fang Di Zheng 2013 No.01150	02 March 2013	77,200	Residential: 29 May 2082
Fang Di Zheng 2013 No. 01152	03 March 2013	42,300	Residential: 02 June 2082
Fang Di Zheng 2012 No. 04024	07 September 2012	19,842	Commercial: 17 April 2052
Fang Di Zheng 2012 No. 04025	07 September 2012	66,262	Commercial: 7 September 2052
Fang Di Zheng 2012 No. 04411	19 October 2012	37,800	Commercial: 16 June 2052
Fang Di Zheng 2014 No.01380	27 February 2014	59,685	Residential: 9 July 2083
Fang Di Zheng 2013 No.09019	22 October 2013	40,724	Residential: 29 September 2083
Fang Di Zheng 2013 No. 09018	22 October 2013	2,510	Residential: 29 September 2083
Fang Di Zheng 2013 No. 09020	22 October 2013	1,625	Residential: 29 September 2083
Fang Di Zheng 2013 No. 04219	28 September 2012	27,925	Commercial: 26 September 2052
			Residential: 26 September 2082
Fang Di Zheng 2013 No. 09017	22 October 2013	60,134	Residential: 29 September 2083

Pursuant to various Construction Land Use Planning Permits, the land use planning of the construction work with a site of 73,844 sq.m. has been permitted.
Pursuant to the various Construction Works Planning Permits, the planning of contructs works of the property with a construction area of 49,476 sq.m. has been permitted.
Pursuant to the Construction Works Commencement Permit dated 16 January 2014, the construction works of the property with a construction area of 19,507.35 sq.m. has been permitted to commence.
Pursuant to various Commodity Building Pre-sale Permits, various buildings with a total gross floor area of 18,565.75 sq.m. has been permitted for pre-sale.
Certain residential portion of the property with a total gross floor area of approximately 735 sq.m. has been contracted to be sold at a total consideration of approximately RMB8.8 million.
The estimated capital value of the portion of the property with development plan as if completed as at the Valuation Date was RMB11,388.0 million.

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APPENDIX I

The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Partly
Realty Title Certificate	Partly
Construction Land Use Planning Permit	Partly
Construction Works Planning Permit	Partly
Construction Works Commencement Permit	Partly
Commodity Building Pre-sales Permit	Partly

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) is the only legal owner of land use right of seven parcels of land of the property listed above and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of seven parcels of land of the property.
(b) The land use rights of the property are free from seizing and mortgage.
(c) Regarding two parcels of land of the property with total site area of about 518,718 sq.m., Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司) and Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) have signed Transaction Confirmation Letters respectively. The Target Group has paid total land premium of RMB808.24 million and an outstanding land premium RMB71 million yet to be settled. Since the government has not finished the land use planning of the area. The Land Use Grant Contract of the said land parcel is pending for execution due to the change of town planning by local government.
(d) This is no legal impediment for obtaining the land use right of the said land after the Target Group signs the Land Use Right Grant Contract and settles the outstanding premium and related tax and/or fees through normal government procedure.
(e) Chongqing Baomin Real Estate Company Ltd. (重慶寶民置業有限公司), Chongqing Jia’an Real Estate Company Ltd. (重慶嘉安置業有限公司) and Chongqing Anqiao Real Estate Company Ltd. (重慶安喬置業有限公司) are wholly-owned subsidiaries of Polymax Development Limited (寶民發展有限公司).
(f) Chongqing Haian Investment Company Ltd. (重慶海安投資有限公司) is a wholly-owned subsidiary of Chongqing China Overseas Xingye Industrial Company Ltd. (重慶中海興業實業有限公司).
(g) Chongqing China Overseas Industrial Company Ltd. (重慶中海實業有限公司) is a wholly-owned subsidiary of China Overseas Building Development Company Limited (中國海外建築工程有限公司).
(h) Chongqing China Overseas Xingye Industrial Company Ltd. (重慶中海興業實業有限公司) is a wholly-owned subsidiary of China Overseas Building Development Company Limited (中國海外建築工程有限公司).
As advised by the Target Company, Polymax Development Limited (寶民發展有限公司) is an indirectly wholly-owned subsidiary of the Target Company, and China Overseas Building Development Company Limited (中國海外建築工程有限公司) is a directly wholly-owned subsidiary of the Target Company.

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APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB159.8 million, the estimated cost to completion would be approximately RMB123.1 million and outstanding land premium would be RMB71 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB800 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value of residential land range from about RMB1,072 to RMB1,500 per sq.m. The accommodation value of commercial land range from about RMB859 to RMB1,660 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Capital value in
Details of existing state as at
Property Description and tenure occupancy 31 January 2015
1. Bamboo Grove The property comprises a hotel erected on a As at the RMB270,000,000 Hotel, No. 168 parcel of land with a total site area of Valuation Date, Zhuhui Road, approximately 43,315 sq.m. the property 100% interest Suzhou, Jiangsu was vacant. attributable to the Province, the The property comprises with a total gross floor Target Group: People’s Republic area of approximately 30,387 sq.m. RMB270,000,000 of China The property was completed in 1990s and is planned for redevelopment.

The property is held under a State-owned Land Use Rights Certificates for catering and hotel uses for a term of 40 years expiring on 10 July 2045.

Notes:

Pursuant to State-owned Land Use Rights Certificate No. (2005) 02007903 dated 19 August 2005 issued by Suzhou Municipal People’s Government, the land use rights of the Property with a site area of 43,315 sq.m. is vested in Suzhou Bamboo Grove Hotel Suzhou (蘇州竹輝飯店) for a term due to expire on 10 July 2045 for catering and hospitality use.
Pursuant to the Building Ownership Certificate No. Su Fang Zi 0048578, the ownership of the property with a gross floor area of 30,387.44 sq.m. is held by Bamboo Grove Hotel Suzhou (蘇州竹輝飯店).
According to the status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Certificate Yes Building Ownership Certificate Yes

According to sale and purchase agreement dated 31 October 2013, the Target Company acquired 60% of issued share capital of Linwa Engineering Company Limited (菱華工程有限公司) which held the property at a consideration of RMB162 million.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Bamboo Grove Hotel Suzhou (蘇州竹輝飯店) has been renamed as SuzhouBamboo Grove Xingye Company Ltd. (蘇州竹輝興業有限公司).
(b) Suzhou Bamboo Grove Xingye Company Ltd. (蘇州竹輝興業有限公司) is the legal owner of the land use right to the property and has the rights to use, transfer, lease and mortgage of the property.
(c) Suzhou Bamboo Grove Xingye Company Ltd. (蘇州竹輝興業有限公司) is a wholly-owned subsidiary of Linwa Engineering Company Limited (菱華工程有限公司).

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APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

As advised by the Target Company, Linwa Engineering Company Limited (菱華工程有限公司) is a directly wholly-owned subsidiary of the Target Company.
In valuing the property, we have adopted Direct Comparison Approach, we have assumed an accommodation value of the land which the property is erected of approximately RMB8,895 per sq.m.

In undertaking our valuation of the property, we have made reference of prices of land parcels within similar districts. The accommodation value is around RMB5,800 to RMB8,300 per sq.m. The unit rate assumed by us is consistent with the comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
26.	The East Palace,	The property comprises a land parcel with a site	As at the	RMB857,600,000
	Chengdu, Sichuan	area of approximately 19,134 sq.m.	Valuation Date,
	Province, the		the property	50% interest
	People’s Republic	The property is planned to be developed into a	was under	attributable to the
	of China	composite development comprising residential	construction.	Target Group:
		and commercial portion, with a total gross floor		RMB428,800,000
		area of approximately 113,341 sq.m. Details of
		uses and approximately gross floor areas are as
		follows:

	Approximate Gross
Use	Floor Area (sq.m.)
Residential	73,178
Commercial	12,093
Car park & ancillary area	28,070
Total	113,341
The property is scheduled to be completed in
2015.

The property is held a State-owned Land Use Rights Certificate for residential use for a term of 70 years expiring on 11 October 2082 and for commercial use for a term of 40 years expiring on 11 October 2052.

Notes:

Pursuant to State-owned Land Use Rights Grant Contract No. 510100-2012-B-0020 (Cheng) dated September 2012, the land use rights of the property with site area of 19,134.37 sq.m. have been granted to Chengdu Jinfu China State Construction Property Development Company Ltd. (成都錦府中建房地產開發有限公司) at a consideration of RMB526,634,150.
Pursuant to State-owned Land Use Rights Certificate No. Cheng Guo Yong (2013) No. 183 dated 2 May 2013, the land use rights of the property with site area of 19,134.37 sq.m. have been granted to Chengdu Jinfu China State Construction Property Development Company Ltd. (成都錦府中建房地產開發有限公司) for residential use expiring on 11 October 2082 and commercial use expiring on 11 October 2052.
Pursuant to Construction Land Use Planning Permit dated 20 November 2012, the land use planning of the property with a total site area of 21,922.50 sq.m. has been permitted.
Pursuant to the Construction Works Planning Permit dated 7 April 2013, the planning of construction works of the property with a construction area of 113,622.61 sq.m. has been permitted.
Pursuant to the Construction Works Commencement Permit dated 21 May 2013, the construction works of the property with a construction area of 113,622.61 sq.m. has been permitted to commence.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to various Commodity Building Pre-sales Permits, various buildings with a total gross floor area of 84,422.19 sq.m. are permitted for pre-sale.
Certain residential and commercial portions of the property with total gross floor area of 28,246 sq.m. have been contracted to be sold at a total consideration of RMB371.3 million. In arriving at our version of the capital values of such portions, we have taken account the contract prices of these portions.
The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

The current uses of the property comply with the town planning use.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) Chengdu Jinfu China State Construction Property Development Company Ltd. (成都錦府中建房地產開發有限公司) is the legal owner of the land use right of the property and is entitled to possess, use, transfer, lease and mortgage of the property.
b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use right of the property.
c) 50% of issued share capital of Chengdu Jinfu China State Construction Property Development Company Ltd. (成都錦府中建房地產開發有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the property as if completed as at the Valuation Date was approximately RMB1,126 million.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB237.7 million and the estimated cost to completion would be approximately RMB135.8 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB6,640 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB5,640 per sq.m. to RMB6,850 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
27.	Phases II to V of	The property comprises various parcels of land	As at the	RMB1,749,800,000
	The New Times,	with a total site area of approximately 189,853	Valuation Date,
	Qujiang Daming	sq.m. which form part of the Phase II to V of	the property	100% interest
	Palace Hertiage	The New Times.	was under	attributable to the
	Site Area, Xi’an,		construction.	Target Group:
	Shaanxi Province,	The property is planned to comprise a total		RMB1,749,800,000
	the People’s	gross floor area of approximately 681,977 sq.m.,
	Republic of China	in which approximately 304,421 sq.m. are
		subject to an approved scheme of Phase II and
		part of Phase III. Details of uses and
		approximately gross floor areas are as follows:
		Approximate Gross
		Use Floor Area (sq.m.)
		Residential 213,782
		Commercial 7,656
		Car park & ancillary area 82,983
		Total 304,421
		The property is scheduled to be completed by
		phases between 2016 and 2017.
		Upon completion, the remaining part of Phase
		III, Phases IV and V is proposed to comprise a
		total gross floor area of approximately 377,556
		sq.m. which will be completed in 2016 to 2017.

The property is held under three State-owned Land Use Rights Certificates for residential use a term expiring on 30 December 2079.

Notes:

Pursuant to the following State-owned Land Use Rights Grant Contracts, the land use rights of the land where the property is situated have been granted to Xi’an China State Construction Land Development Company Ltd. (西安中建地產有限公司).

State-owned Land Use Rights Contract No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
(2009 Da Chu) No.002	4 May 2009	141,238.6	504,222,040
(2009 Da Chu) No.003	4 May 2009	132,919.7	474,522,020

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the land where the property is situated have been granted to Xi’an China State Construction Land Development Company Ltd. (西安中建地產有限公司).

Stated-owned Land Use
Rights Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Shi Qu Jiang(Da) Guo	10 May 2011	46,088.90	Residential: 30 December 2079
Yong(2011Chu) No.007
Shi Qu Jiang(Da) Guo	6 November 2012	96,068.90	Residential: 30 December 2079
Yong(2012Chu) No.034
Shi Qu Jiang(Da) Guo	9 July 2013	14,366.75	Residential: 30 December 2079
Yong(2013Chu) No.020

Pursuant to three Construction Works Planning Permits dated 6 September 2011, 5 March 2013 and 4 November 2013, the planning of construction work with a construction area of 368,466 sq.m. of the property has been permitted.
Pursuant to four Construction Works Commencement Permits dated 8 November 2011, 12 March 2013, 1 July 2013 and 4 April 2014, the construction works of the property with a construction area of approximately 310,728 sq.m. has been permitted to commence.
The estimated capital value of the proposed development if completed as at the Valuation Date would be approximately RMB4,939 million.
Portions of the property with a gross floor area of approximately 120,199 sq.m. and 471 car parking spaces have been contracted to be sold at a total consideration of RMB1,104.5 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Rights Certificate	Partly
Construction Land Use Planning Permit	Partly
Construction Works Planning Permit	Partly
Construction Works Commencement Permit	Partly
Commodity Building Pre-sales Permit	Partly

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Xi’an China State Construction Land Development Company Ltd. (西安中建地產有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) State-owned Land Use Rights Certificate of a vacant land parcel of Phase V of the property with a site area of approximately 33,328.75 sq.m. has yet been obtained due to the land planning of the government.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

(c) There is no legal impediment for obtaining Land Use Rights Certificate of portion of the property with site area of approximately 33,328.75 sq.m.
(d) Xi’an China State Construction Land Development Company Ltd. (西安中建地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
As advised by the Target Group, as at the Valuation Date, the incurred construction cost was approximately RMB500.2 million and the estimated cost to completion of Phases II and III which were under construction was about RMB471.8 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed average accommodation value was about RMB2,190 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB2,000 to RMB2,300 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Property Description and tenure 28. Development site The total site area of the property is at Ka Shi Dong Lu approximately 100,958 sq.m. Shang Ye Zhu Zhai, Xinshi The planned total gross floor area of the District, Urumqi, property is approximately 378,932 sq.m. Details Xinjiang Uyghur of the uses and approximate gross floor areas of Autonomous the property are as follows: Region, the Approximate Gross People’s Republic Use Floor Area (sq.m.) of China Residential 168,278 Office 120,118 Commercial 9,425 Ancillary area 81,111 Total 378,932

Capital value in Details of Existing state as at occupancy 31 January 2015 As at the RMB265,700,000 Valuation Date, the property 60% interest was vacant. attributable to the Target Group: RMB159,420,000

The property is scheduled to be completed in 2018.

The property is held under a State-owned Land Use Rights Grant Contract for residential use for a term of 50 years and commercial uses for a term of 40 years commencing from 8 January 2012.

Notes:

Pursuant to a State-owned Land Use Rights Grant Contract No. 65010020120004 dated 8 January 2012, the land use rights of the property with granted land area of 95,910.38 sq.m. and allocated land area of 5,047.91 sq.m. have been granted to Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司). The land grant fee is RMB77,050,000.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Rights Certificate No

The estimated capital value of the property as if completed as at the Valuation Date would be about RMB2,560 million.
We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
(a) Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) has signed the Land Use Rights Grant Contract of the property and has fully settled the land grant fee.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

(b) There is no legal impediment for Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) in obtaining State-owned Land Use Rights Certificate of the property.
(c) 60% of the issued share capital of Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
As advised by the Target Group, the Land Compensation Cost and Land Resettlement Cost was approximately RMB134.7 million and RMB25 million respectively. As at the Valuation Date, the Land Compensation has been fully settled and Land Resettlement Cost of RMB25 million has not been settled.
In valuing the property, we have adopted Direct Comparison Approach taking into account the Land Compensation and Land Resettlement Cost. We have assumed accommodation value of approximately RMB350 per sq.m. for the property.

In undertaking our valuation, we have made reference to sales prices of land parcels within similar districts. The accommodation values of parcels of residential & commercial land range from about RMB274 to RMB353 per sq.m. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

VALUATION CERTIFICATE

							Capital value in
						Details of	existing state as at
	Property	Description and tenure				occupancy	31 January 2015
29.	Development site	The property comprises a parcel of land		with	a	As at the	RMB138,200,000
	of Zi Yun Ge, No.	site area of approximately 35,725 sq.m.				Valuation Date,
	1009 Hetan North					the property	60% interest
	Road, Xinshi	The planned total gross floor area of the				was vacant.	attributable to the
	District, Urumqi,	property is approximately 130,055 sq.m.		Details			Target Group:
	Xinjiang Uyghur	of the uses and approximate	gross floor areas		of		RMB82,920,000
	Autonomous	the property are as follows:
	Region, the		Approximate Gross
	People’s Republic	Use	Floor Area (sq.m.)
	of China
		Residential		105,181
		Commercial			360
		Ancillary area		24,514
		Total		130,055
		The property is scheduled to	be completed in
		2019.

The property is held under State-owned Land Use Grant Contracts for commercial use for a term of 40 years expiring on 19 July 2051 and for residential use for terms of 50 years expiring on 19 July 2061.

Notes:

Pursuant to a State-owned Land Use Rights Grant Contract No. 65010020110118 dated 27 July 2011, the land use rights of the property, with a total site area of approximately 35,742.82 sq.m., have been granted to the Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) for residential and commercial uses for 50 years and 40 years respectively. The land grant fee is RMB41,600,000.
Pursuant to a State-owned Land Use Rights Certificate Wu Guo Yong (2012) No. 0037140 Hao, the land use rights of the property, with a site area of 35,724.82 sq.m., have been granted to Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) for residential and commercial uses for 50 years and 40 years respectively.
Pursuant to the Construction Land Use Planning Permit dated 2 February 2012, the land use planning of the property with a site area of 35,724.38 sq.m. has been permitted.
Pursuant to the Construction Works Planning Permit dated 31 May 2011, the planning of construction works of the property with a construction area of 130,055 sq.m. has been permitted.
Pursuant to the Construction Works Commencement Permit dated 4 June 2012, the construction works of the property with a construction area of 130,055 sq.m. has been permitted to commence.

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APPENDIX I

The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is the only legal owner of the land use right of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
b) The construction work has been suspended due to external factors unrelated to the construction of the project and beyond the control of the Target Group. Local bureau received complaints from local residents and issued notice to suspend construction activities of the property in the interest of social stability maintenance.
c) 60% of issued share capital of Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the property as if completed as at the Valuation Date would be about RMB811.6 million.
As advised by the Target Group, the estimated cost to completion as at Valuation Date would be about RMB485.3 million. In the course of our valuation, we have taken into account such cost.
As advised by the Target Group, the Land Compensation was approximately RMB45.2 million and the Land Resettlement Cost was approximately RMB10.6 million. As at the valuation date, the Land Compensation and Land Resettlement Cost have been fully settled.
Taking into account (1) the reason for suspension of construction and the resultant delay of construction work was due to external factors which are beyond the control of the Target Group and (2) the Target Group has duly complied with the order to suspend construction work issued by the local bureau, the PRC legal adviser has advised that the risk of the Target Group being held liable for the breach of land grant contract is remote and accordingly, the Company considers there to be no substantial legal risk arising from the suspension of construction work. The Target Group is currently awaiting for the notification from the local bureau for the resumption of construction work. As per consultations between the Target Group and the local bureau, it is currently expected that construction work will be suspended until 2017.

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APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

In valuing the property, we have adopted Direct Comparison Approach taking into account the Land Compensation and Land Resettlement Cost. We have assumed accommodation vaue of approximately RMB435 per sqm for the property.

In undertaking our valuation, we have made reference to sales prices of land parcels within similar districts. The accommodation values of parcels of residential & commercial land range from about RMB383 to RMB470 per sq.m. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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APPENDIX I

VALUATION CERTIFICATE

Property Description and tenure 30. Development site The property comprises three parcels of land of South Hetan, with a total site area of approximately 107,934 South Hetan Road, sq.m. Xinshi District, Urumqi, Xinjiang The total gross floor area of the property is Uyghur approximately 292,447 sq.m. Details of the uses Autonomous and approximate gross floor areas of the Region, the property are as follows: People’s Republic Approximate Gross of China Use Floor Area (sq.m.) Residential 208,267 Commercial 11,287 Car park & ancillary area 72,893 Total 292,447

Capital value in Details of existing state as at occupancy 31 January 2015 As at the RMB250,900,000 Valuation Date, the property 60% interest was vacant and attributable to the partly occupied Target Group: by existing RMB150,540,000 residents of resettlement.

The property is scheduled to be completed in 2019.

The property is held under State-owned Land Use Grant Contracts for residential use for a term of 50 years expiring on 28 November 2061.

Notes:

Pursuant to various State-owned Land Use Rights Grant Contracts (No. 65010020120005, 65010020120006, 65010020120007), the land use rights of the property, with a total site area of 107,933.95 sq.m., have been granted to Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) for residential use for 50 years at a total land grant fee of RMB101,500,000.
The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Rights Certificate No

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) has obtained Land Use Rights Grant Contracts of the property and fully settled the land grant fee.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

b) The issuance of Land Use Rights Certificates of the property is pending since the resettlement work has not been completed.
c) 60% of issued share capital of Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the property as if completed as at the Valuation Date would be about RMB1,863.8 million.
As advised by the Target Group, the Land Compensation was approximately RMB113.4 million and the Land Resettlement Cost was approximately RMB20.7 million. As at the valuation date, the land compensation has been fully settled and RMB10.4 million of Land Resettlement cost has been settled. The demolition and resettlement of the land has not been completed. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the Land compensation and Land Resettlement Cost. We have assumed accommodation value of approximately RMB563 per sq.m. for the property.

In undertaking our valuation, we have made reference to sales prices of land parcels within similar districts. The accommodation values of parcels of residential & commercial land range from about RMB302 to RMB535 per sq.m. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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APPENDIX I

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
31.	Development site	The property comprises two	parcels of land for	As at the	RMB783,600,000
	of Steeping In Your	a commercial and residential	development,	Valuation Date,
	Backyard Garden,	which occupies a total site area of		the property	60% interest
	No. 950 Dongnan	approximately 325,304 sq.m.		was partly	attributable to the
	Road, Hetan North			under	Target Group:
	Road, Midong	The property is planned to have a total gross		construction and	RMB470,160,000
	District, Urumqi,	floor area of approximately 812,504 sq.m.		partly occupied
	Xinjiang Uyghur	Details of the uses and approximate gross floor		by existing
	Autonomous	area are as follows:		residents for
	Region, the People’s Republic of China	Use	Approximate Gross Floor Area (sq.m.)	resettlement.
		Residential	554,450
		Commercial	50,923
		Ancillary area	207,131
		Total	812,504
		The property is scheduled to	be completed by
		phases between 2016 to 2019.

The land use rights of the property is held under State-owned Land Use Rights Grant Contracts for commercial use for a term of 40 years and for residential use for a term of 50 years.

Notes:

Pursuant to the following State-owned Land Use Rights Grant Contracts, the land use rights of the property, with a total site area of 325,303.69 sq.m., have been granted to Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) for residential use for 50 years and commercial use for 40 years. Total land grant fee is RMB209,600,000.

State-owned Land Use Rights Grant			Land Grant
Contract No.	Date of Issue	Site Area	Fee
		(sq.m.)	(RMB)
65010020120099	28 May 2012	54,623.20	36,800,000
650100201200115	26 June 2012	179,214.12	116,000,000
650100201200116	26 June 2012	91,466.37	56,800,000

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the following State-owned Land Use Rights Certificate Wu Guo Yong (2013) Di 0040288 Hao dated 21 August 2013, the land use rights of the property, with a site area of 56,298.44 sq.m., have been granted to Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) for residential use for 50 years and commercial use for 40 years.
Pursuant to the Construction Land Use Planning Permit No 650108201300013 dated 2 April 2013, the land use planning of the property with a site area of 56,298.44 sq.m. has been permitted.
Pursuant to the Construction Works Planning Permit No 650108201300144 dated 9 July 2013, the planning of construction works of the property with a construction area of approximately 130,261.79 sq.m. has been permitted.
Pursuant to the Construction Works Commencement Permit No 550106201309160101 dated 15 March 2013, the construction works of the property with a construction area of approximately 130,261.79 sq.m. has been permitted to commence.
Pursuant to six Commodity Building Pre-sale Permits dated 15 November 2013, various buildings with a total gross floor area of 69,512.8 sq.m. have been permitted for pre-sale.
The status of the title and grant of major approvals and licenses, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Rights Certificate Partly Construction Land Use Planning Permit Partly Construction Works Planning Permit Partly Construction Works Commencement Partly Commodity Building Pre-sale Permit Partly

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

We have been provided with a legal opinion regarding the property interest by the PRC legal advisors, which contains, inter alia, the following:
a) Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) has obtained Land Use Rights Grant Contracts of the property and fully settled land grant fee.
b) Construction Land Use Approval Letter for part of the property has been obtained for the development of the property.
c) The issuance of State-owned Land Use Rights Certificate of part of the property is pending since the resettlement work has not been completed.
d) 60% of issued share capital of Xinjiang China State Construction Property Company Ltd. (新疆中建地產有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
The estimated capital value of the portion under development of the property as if completed as at the Valuation Date would be RMB964.9 million.
As advised by the Target Group, the incurred construction cost for the portion which is under construction as at the Valuation Date was approximately RMB154.7 million and the estimated cost to completion would be approximately RMB177.5 million. In the course of our valuation, we have taken into account such cost.
As advised by the Target Group, the Land Compensation was approximately RMB207.5 million and the Land Resettlement Cost was approximately RMB27.5 million. As at the valuation date, the Land Compensation and Land Resettlement Cost have been fully settled. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the Land Compensation, Land Resettlement Cost incurred construction cost and associated costs. We have assumed acommodation value of approximately RMB435 to RMB446 per sq.m.

In undertaking our valuation, we have made reference to sales prices of land parcels within similar districts. The accommodation values of parcels of residential & commercial land range from about RMB284 to RMB470 per sq.m. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Property Description and tenure
1. Phases II to IV of The property comprises development site of Meixi Lake Era, phase two to phase four of Meixi Lake Era with Meixi Lake Road, total site area of about 192,817 sq.m. Yuelu District, Changsha, Hunan Details of the uses and approimate gross floor Province, the area are as follows: People’s Republic Approximate Gross of China

	Approximate Gross
Use	Floor Area (sq.m.)
Residential	411,769
Commercial	27,822
Carpark & ancillary area	113,953
Total	553,544

	Capital value in
Details of	existing state as at
occupancy	31 January 2015
As at the	RMB2,011,000,000
valuation date,
the property	95% interest
was under	attributable to the
construction.	Target Group:
	RMB1,910,450,000

The property is scheduled to be completed by phases between 2015 and 2019.

The property is held under 13 State-owned Land Use Rights Certificates for residential use for a term expiring on 10 December 2081 and commercial use for a term expiring on 10 December 2051.

Notes:

Pursuant to the following State-owned Land Use Rights Grant Contracts, the land use rights of the property have been granted to China State Construction Land Development Co., Ltd. (Changsha) (長沙中建梅溪房地產開發有限公司).

State-owned Land Use Rights Grant
Contract No.	Date of Issue	Site Area	Consideration
		(sq.m.)	(RMB)
Xian Dao 2011036 Hao	10 October 2011	160,742.31	956,870,000
Xian Dao 2011037 Hao	10 October 2011	76,239.64	633,630,000
Xian Dao 2012018 Hao	27 April 2012	3,225.55	23,482,004

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property has been granted to China State Construction Land Development Co., Ltd. (Changsha)（長沙中建梅溪房地產開發有限公司）.

Land	Use Right Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
			(sq.m.)
Chang	Guo Yong (2012) No.037019	20 July 2012	3,225.55	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042091	20 July 2012	15,617.36	Residential: 10 December 2081
				Residential: 10 December 2081
Chang	Guo Yong (2012) No.042092	20 July 2012	18,813.88	Commercial: 10 December 2051
				Residential: 10 December 2081
Chang	Guo Yong (2012) No.042093	20 July 2012	16,209.95	Commercial: 10 December 2051
Chang	Guo Yong (2012) No.042094	20 July 2012	15,815.24	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042095	20 July 2012	9,783.23	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042096	20 July 2012	4,712.64	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042097	20 July 2012	20,635.32	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042098	20 July 2012	32,236.41	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042477	20 July 2012	23,653.86	Commercial: 10 December 2051
Chang	Guo Yong (2012) No.042478	20 July 2012	42,526.18	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042479	20 July 2012	21,490.31	Residential: 10 December 2081
Chang	Guo Yong (2012) No.042480	20 July 2012	15,487.59	Residential: 10 December 2081

Pursuant to the following Construction Land Use Planning Permits, the land use planning of the site has been permitted.

Construction Land Use Planning Permit No.	Date of Issue	Site Area
		(sq.m.)
Di Zi Di Chang Xian Chu No.[2012]0011	10 May 2012	236,981.95
Jian Gui Di Zi Di Xian Chu No.[2012]0026	27 August 2012	3,225.55

Pursuant to the following Construction Works Planning Permits, the planning of construction work of the property has been permitted.

Construction Works Planning Permit No.	Date of Issue	Construction Area
		(sq.m.)
Jian Gui Jian Zi Chang Xian Jian 1 No.[2013]0070	1 August 2013	21,955.14
Jian Gui Jian Zi Chang Xian Jian 1 No.[2013]0119	20 November 2013	80,103.29
Jian Gui Jian Zi Chang Xian Jian 1 No.[2013]0091	23 September 2013	95,117.5

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

Pursuant to various Construction Works Commencement Permits dated from 28 August 2013 to 17 March 2014, the construction works of the property with a total construction area of 197,175.9sq.m. have been permitted to commence.
Pursuant to Commodity Building Pre-sales Permits dated from 29 August 2013 to 21 April 2014, various buildings with a total gross floor area of 18,594.62sq.m. have been permitted for pre-sale.
The status of the title and major granted approvals and licenses, in accordance with the information provided to us, is as follows:

We have been provided with a legal opinion regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
a) China State Construction Land Development Co., Ltd (Changsha) (長沙中建梅溪房地產開發有限公司) is the only legal owners and is entitled to possess, use, lease, transfer, mortgage or dispose of the land use right of the property.
b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
c) 95% of issued share capital of China State Construction Land Development Co., Ltd. (Changsha) （長沙中建梅溪房地產開發有限公司）is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Certain residential portion of the property in phase two and phase three with total gross floor area of about 80,987 sq.m. have been contracted to be sold at a total consideration of about RMB805.8 million. In arriving at our opinion on the capital values of such portions, we have taken into account the contract prices of these portions.
The estimated capital value of the property as if completed as at the Valuation Date would be RMB5,000 million.
As advised by the Target Group, the incurred construction cost as at the Valuation Date was approximately RMB547.1 million and the estimated cost to completion would be approximately RMB1,414 million. In the course of our valuation, we have taken into account such costs.

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APPENDIX I PROPERTY VALUATION OF THE TARGET GROUP

In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation value of land is about RMB3,110 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB2,350 to RMB3,320 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

	Property	Description and tenure
33.	Portion of Da Guan	The property comprises five parcels of land with
	Tian Xia, No. 5716	a total site area of approximately 807,747 sq.m.
	Dongfang Road,
	High Tech	The planned total gross floor area of the
	Industrial	property is approximately 2,226,057 sq.m.
	Development	Details of the uses and approximate gross floor
	District, Weifang,	areas of the property are as follows:
	Shandong Province,	Approximate Gross
	the People’s	Use Floor Area (sq.m.)
	Republic of China
		Residential 1,387,490
		Commercial 377,041
		Car park & ancillary area 461,526
		Total 2,226,057

Capital value in Details of existing state as at occupancy 31 January 2015 As at the RMB1,575,600,000 Valuation Date, the property 100% interest was under attributable to the construction. Target Group: RMB1,575,600,000

The property is scheduled to be completed by phases between 2015 and 2020.

The land parcels A, B, D and E of the property are held under State-owned Land Use Rights Certificates for residential use for a term of 70 years expiring on 10 June 2076 and for commercial use for a term of 40 years expiring on 10 June 2046.

The land parcel C of the property is held under a State-owned Land Use Rights Certificate for residential use for a term of 70 years expiring on 29 March 2079 and for commercial use for a term of 40 years expiring on 29 March 2049.

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APPENDIX I

Notes:

Pursuant to Land Use Rights Transfer Contract and Supplementary Agreement dated 30 June 2008, the land use rights of two parcels of land with total site area of about 1,261,522 sq.m. have been transferred to Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司) at a consideration of RMB1,412,800,000.
Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of five parcels of land with a total site area of 807,747 sq.m. have been granted to Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司). Details of the certificates are as follows:

Land Use Rights Certificate No.	Date of Issue	Site Area	Land Use and Expiry Date
		(sq.m.)
Wei Guo Yong (2011) No. E091	12 July 2011	177,867	Commercial : 10 June 2046
			Residential : 10 June 2076
Wei Guo Yong (2011) No. E092	12 July 2011	160,395	Commercial : 10 June 2046
			Residential : 10 June 2076
Wei Guo Yong (2011) No. E093	12 July 2011	199,949	Commercial : 10 June 2046
			Residential : 10 June 2076
Wei Guo Yong (2011) No. E094	12 July 2011	145,995	Commercial : 10 June 2046
			Residential : 10 June 2076
Wei Guo Yong (2011) No. E095	12 July 2011	123,541	Commercial : 29 March 2049
			Residential : 29 March 2079

The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Rights Certificate Yes

We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following information:
a) Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司) legally owns the land use rights of the property and is entitled to legally transfer, lease, mortgage or otherwise dispose of the property.
b) There is no mortgage, seizing, litigation or any other situation that would seriously affect the land use rights of the property.
c) Weifang China State Construction Property Company Ltd. (濰坊中建地產有限公司) is a wholly-owned subsidiary of China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Pursuant to various Commodity Building Pre-sales Permits, various buildings with a total gross floor area of 323,565.76 sq.m. have been permitted for pre-sale. As at the Valuation Date, a portion of the property with a total gross floor area of approximately 62,661 sq.m. has been contracted to be sold for the consideration of RMB298.9 million. In the course of our valuation, we have taken into account the above contract prices of the pre-sold portion.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The estimated capital value of the property as if completed as at the Valuation Date was RMB10,251.7 million.
As advised by the Target Group, the incurred construction cost for land parcels A and B as at the Valuation Date was approximately RMB334.7 million and the estimated cost to completion would be approximately RMB1,180.9 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation values for parcels of land which are under development and clear sites are ranged from about RMB511 to RMB940 per sq.m.

In undertaking our valuation of the property, we have made reference to prices of land parcels within similar districts. The prices of accommodation value range from about RMB818 to RMB1,680 per sq.m. The unit rate assumed by us is consistent with the relevant comparables after due adjustments.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

					Capital value in
				Details of	existing state as at
	Property	Description and tenure		occupancy	31 January 2015
34.	Portion of Glory	The property comprises various parcels of land		As at the	RMB935,500,000
	Lake, Zhoucun	on which a large-scale development is erected.		Valuation Date,
	District, Zibo,	The total site area of the property is		the property	100% interest
	Shandong Province,	approximately 539,227 sq.m.		was under	attributable to the
	the People’s			construction.	Target Group:
	Republic of China	Upon completion, the property will comprise a			RMB935,500,000
		total gross floor area of approximately 890,673
		sq.m. Details of uses and approximate gross
		floor area are as follows:
			Approximate Gross
		Use	Floor Area (sq.m.)
		Residential	840,058
		Commercial	8,423
		Car park	42,192
		Total	890,673

The property is scheduled to be completed by phases between 2016 and 2020.

The property is held under 14 State-owned Land Use Rights Certificates for residential use for a term of 70 years expiring in October 2079, for commercial use for a term of 40 years expiring in October 2049 and for public service use for a term of 50 years expiring in October 2059.

Notes:

Pursuant to various State-owned Land Use Rights Grant Contracts and Supplementary Agreements dated 24 August 2012, 2 November 2012 and 31 January 2013, the land use rights of land parcels on which the property is situated with a total site area of 141,014 sq.m. have been granted to China Overseas Zibo Real Estate Company Ltd. (中海淄博置業有限公司) at a total consideration of RMB127,780,000.
Pursuant to two State-owned Land Use Rights Grant Contracts and Supplementary Agreements dated 31 January 2013, the land use rights of land parcels on which the property is situated with a total site area of 112,072 sq.m. have been granted to Zibo China Overseas Haiyi Real Estate Company Ltd (淄博中海海頤置業有限公司) at a consideration of RMB123,120,000.
Pursuant to two State-owned Land Use Rights Grant Contracts and Supplementary Agreements dated 31 January 2013, the land use rights of land parcels on which the property is situated with total site area of 147,360 sq.m. have been granted to Zibo China Overseas Haiyue Real Estate Company Ltd. (淄博中海海悅置業有限公司) at a consideration of RMB179,840,000.

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APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Pursuant to two State-owned Land Use Rights Grant Contracts and Supplementary Agreements dated 31 January 2013, the land use rights of land parcels on which the property is situated with a total site area of 138,781 sq.m. have been granted to Zibo China Overseas Haichang Real Estate Company Ltd. (淄博中海海昌置業有限公司) at a consideration of RMB139,870,000.
Pursuant to two State-owned Land Use Rights Certificates dated 4 March 2013, the land use rights of land parcels on which the property is situated with site area of 141,014 sq.m. have been granted to China Overseas Zibo Real Estate Company Ltd. (中海淄博置業有限公司) for residential use expiring on 23 August 2082 and commercial use expiring on 23 August 2052.
Pursuant to two State-owned Land Use Rights Certificates dated 4 March 2013, the land use rights of parcels of land where the property is situated with site area of 138,781 sq.m. have been granted to Zibo China Overseas Haichang Real Estate Company Ltd. (淄博中海海昌置業有限公司) for residential use expiring on 30 January 2083.
Pursuant to two State-owned Land Use Rights Certificates dated 4 March 2013, the land use rights of parcels of land where the property is situated with a site area of 147,360 sq.m. have been granted to Zibo China Overseas Haiyue Real Estate Company Ltd. (淄博中海海悅置業有限公司) for residential use expiring on 30 January 2083.
Pursuant to a State-owned Land Use Rights Certificate dated 2 March 2013, the land use rights of land parcels on which the property is situated with site area of 112,072 sq.m. have been granted to Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司) for residential use expiring on 30 January 2083 and commercial use expiring on 30 January 2053.
Pursuant to Construction Land Use Planning Permit Di Zi No. 370301-2013-20 dated 10 April 2013, the land use planning of portion of the property with a site area of 68,820 sq.m. has been permitted.
Pursuant to Construction Works Commencement Permit dated 25 September 2013, the construction works of a portion of the property with a construction area of 182,674.51 sq.m. has been permitted to commence.
The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Rights Certificate	Yes
Construction Land Use Planning Permit	Yes
Construction Works Commencement Permit	Yes
Commodity Building Pre-sales Permit	Yes

The estimated capital value of the plots under development of the property as if completed as at the Valuation Date was RMB4,700 million.

— 157 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

We have been provided with a legal opinion regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) China Overseas Zibo Real Estate Company Ltd (中海淄博置業有限公司), Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司), Zibo China Overseas Haiyue Real Estate Company Ltd. (淄博中海海悅置業有限公司) and Zibo China Overseas Haichang Real Estate Company Ltd. (淄博中海海昌置業有限公司) are the legal owners of the land use rights of the property and are entitled to occupy, use, lease, transfer, mortgage or otherwise legally dispose of the land use rights of the property.
(b) There is no mortgage, seizing, litigation or any othe situation that would seriously affect the land use rights of the property.
(c) China Overseas Zibo Real Estate Company Ltd (中海淄博置業有限公司), Zibo China Overseas Haiyi Real Estate Company Ltd. (淄博中海海頤置業有限公司), Zibo China Overseas Haiyue Real Estate Company Ltd. (淄博中海海悅置業有限公司) and Zibo China Overseas Haichang Real Estate Company Ltd. (淄博中海海昌置業有限公司) are wholly-owned subsidiaries of China Overseas Building Development Company Limited (中國海外建築工程有限公司).
As advised by the Target Company, China Overseas Building Development Company Limited (中國海外建築工程有限公司) is a wholly-owned subsidiary of the Target Company.
Pursuant to various Commodity Building Pre-sales Permits, various buildings with gross floor areas of 141,867.84 sq.m. for residential portion, 123.45 sq.m. for commercial portion and 123 car parking spaces have been permitted for pre-sale. As at the Valuation Date, the residential premises with total gross floor area of 12,369 sq.m. have been contracted to be sold, the total amount of pre-sale proceeds is approximately RMB59.3 million.
As advised by the Target Group, the incurred construction cost for the portions which are under development as at Valuation Date was about RMB298.7 million and the estimated cost to completion would be about RMB120.7 million. In the course of our valuation, we have taken into account such costs.
In valuing the property, we have adopted Direct Comparison Approach taking into account the incurred construction cost and associated costs. The assumed accommodation values of land were about RMB710 to RMB890 per sq.m.

In undertaking our valuation, we have made reference to sales prices of land parcels within similar districts. The accommodation values of these land parcels range from about RMB800 to RMB960 per sq.m. The unit rates assumed by us are consistent with the relevant comparables after due adjustments.

— 158 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Group III — Property interests held by the Target Group for investment in the PRC

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
35.	The 12th Floor and	The property comprises 12th Floor of Beijing	As at the	RMB69,400,000
	9 Car Parking	Sunflower Tower and 9 car parking spaces	Valuation Date,
	Spaces of	located on B1 and B3 floors.	office space of	100% interest
	Sunflower Tower,		approximately	attributable to the
	No. 37 Maizidian	Total gross floor area of the property is	1,510 sq.m,	Target Group:
	Street, Chaoyang	approximately 1,978 sq.m. of which	including	RMB69,400,000
	District, Beijing,	approximately 1,839 sq.m. for office and 139	139.10 sq.m. for
	the People’s	sq.m. for car parking use.	car parking use,
	Republic of China		was leased to
		The property was completed in 1999.	one tenant with
			a term of 1.62
		The property is held under a State-owned Land Use Rights Certificate for office use with a term	years expiring on 15 October
		of 50 years expiring on 17 January 2047.	2015.

The total monthly rent receivable in January 2015 was about RMB233,070 exclusive of management fee. The remaining portion of the property is occupied by the owner for office use.

Notes:

Pursuant to the State-owned Land Use Rights Certificate No. Jing Shi Chao Qi Guo Yong (2008 Chu) 7004133 dated 30 May 2008, the land use rights of the parcel of land on which the property is erected, with a site area of 151.87 sq.m., has been granted to China State Construction Engineering Corporation International Limited (中建國際建設有限公司) for office use for a term expiring on 17 January 2047.
Pursuant to the Building Ownership Certificate No. X Jing Fang Quan Zheng Shi Qi Zi 011094, the registered owner of the property is China State Construction Engineering Corporation International Limited (中建國際建設有限公司) and the property is held for office and car parking uses, with a gross floor area of approximately 1,978.22 sq.m.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The current uses of the property comply with town planning use.
We have been provided with legal opinions regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is the only legal owner of land use rights of the property and is entitled to transfer, lease, mortgage or otherwise dispose of the land use rights of the property.
(b) The land use right of the property is free from any seizing and mortgage.
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Our key assumptions under the Direct Capitalization Approach are as follows:

Portion	Market Monthly Rent	Capitalization Rate
	(RMB per sq.m.)/(RMB per lot)
Office	RMB210 per sq.m.	4.5%
Car park	RMB1,100 per lot	4.5%

In undertaking our valuation, we have made reference to lettings within the property as well as other similar properties in similar districts. The monthly rental levels of major office lettings range from about RMB200 to RMB240 per sq.m. (exclusive of management fee) on gross floor area.

We have collected and analysed the rates of return of relevant market segment which indicate yields of approximately 4.5% to 5% for offices.

The above market rents assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rates adopted are reasonable having regard to the analysed yields.

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PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

						Capital value in
					Details of	existing state as at
	Property	Description and tenure			occupancy	31January 2015
36.	China Fortune	The property comprises a 19-storey office		tower	As at the	RMB3,251,000,000
	Tower, No.	over a 3-storey commercial	podium and a		Valuation Date,
	1568-1588, Century	4-storey basement. There are 221 normal car			a gross floor	51% interest
	Avenue, Pudong	parking spaces and 125 mechanical car parking			area of	attributable to the
	New District,	spaces located on B1 to B4	floors of the		approximately	Target Group:
	Shanghai, the	property. The property occupies a site with site			3,408 sq.m. of	RMB1,658,010,000
	People’s Republic	area of approximately 9,190 sq.m.			the commercial
	of China				podium was
		The property has a gross floor area of			leased to
		approximately 95,622 sq.m.	Details of uses and		various tenants
		approximate gross floor area are as follows:			for terms from
			Approximate Gross		3 to 10 years.
		Use	Floor Area	(sq.m.)	A gross floor
		Office		66,465	area of
		Commercial		6,423	approximately
					63,150 sq.m. of
		Car park & ancillary area		22,734	the office
		Total		95,622	portion was
					leased to
		The property was completed in 2008.			various tenants
					for terms from
		The property is held under a Certificate of Real			1 to 10 years.
		Estate Ownership for composite use for a		term
		of 50 years expiring on 22 September 2054.			The total
					monthly rent
					receivable in
					January 2015
					for the
					commercial and
					office portions
					was about
					RMB14,321,000
					exclusive of
					management
					fee.

Notes:

Pursuant to the Certificate of Real Estate Ownership No. Hu Fang Di Pu Zi (2009) No. 038894 dated 15 June 2009, the land use rights of the parcel of land on which the property is erected, with a site area of 9,190 sq.m., has been granted to Shanghai China State Construction Investment Company Ltd. (上海中建投資有限公司) for composite use expiring on 22 September 2054.

— 161 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract Yes Construction Land Use Planning Permit Yes Construction Works Planning Permit Yes Construction Works Commencement Permit Yes Construction Works Completion Certificate Yes Certificate of Real Estate Ownership Yes

The current uses of the property comply with town planning use.
We have been provided with a legal opinion regarding the property and asset interests by the PRC legal advisors, which contains, inter alia, the following:
(a) Shanghai China State Construction Investment Company Ltd. (上海中建投資有限公司) is the only legal owner of land use rights of the property and is entitled to transfer, lease, mortgage (except the mortgaged portion of the property) or otherwise dispose of the land use rights of the property.
(b) Pursuant to a mortgage contract No.17122000380201, portion of the property with an area of 34,136.39 sq.m. is subject to a mortgage in favour of Industrial and Commercial Bank of China, Waitan Sub-branch (中國工商銀行上海市外灘支行).
(c) 51% of the issued share capital of Shanghai China State Construction Investment Company Ltd. (上海中建投資有限公司) is held by China State Construction Engineering Corporation International Limited (中建國際建設有限公司).
As advised by the Target Company, China State Construction Engineering Corporation International Limited (中建國際建設有限公司) is an indirectly wholly-owned subsidiary of the Target Company.
Our key assumptions under Direct Capitalization Approach are as follows:

Portion	Market Monthly Rent	Capitalization Rate
	(RMB per sq.m.)/(RMB per lot)
Office	RMB232 per sq.m.	4.5%
Commercial	RMB232 per sq.m.	4.5%
Car park	RMB1,100 per lot	4.5%

In undertaking our valuation, we have made reference to lettings within the property and other similar properties in similar districts. The monthly rental levels of major office lettings range from about RMB207 to RMB274 per sq.m., commercial lettings range from about RMB487 to RMB628 per sq.m. on level 1 (exclusive of management fee).

We have collected and analysed the rates of return of relevant market segment which indicate yields of approximately 4.5% to 5% for office.

The above market rents assumed by us are consistent with the relevant comparables after due adjustments. The capitalization rates adopted are reasonable having regard to the analysed yields.

— 162 —

APPENDIX I

PROPERTY VALUATION OF THE TARGET GROUP

Group IV — Property interests held by the Target Group for investment in the UK

VALUATION CERTIFICATE

Property Description and tenure 37. One Finsbury The building currently offers circa 19,260 sq.m. Circus, London, office accommodation, two commercial units and United Kingdom storage/ ancillary (together with eight car park spaces and 60 bicycle spaces), over the basement, lower ground, ground and eight upper floors.

One Finsbury Circus was originally redeveloped behind facade in the late 1980s and then comprehensively refurbished again in 2008.

The site area is about 3,626 sq.m.

The property is held part Freehold and part Long Leasehold. The area held Long Leasehold is that directly above the entrance to Moorgate Underground station. It is held on a 999 year lease from 2 October 1987 subject to a peppercorn rent fixed throughout the term.

Capital value in Details of existing state as at occupancy 31 January 2015 As at the GBP162,700,000 Valuation Date, the property is 100% interest multi let to attributable to the various tenants Target Group: and has a total GBP162,700,000 net contracted rental income of GBP6,608,769 per annum which equates to GBP343.1 per sq.m. overall.

The occupancy rate is higher than 99%. The office area is fully let. The main lease expires in 2025.

Notes:

The registered owner of the property is One Finsbury Circus London Propco S.a.r.l..
As advised by the Target Company, One Finsbury Circus London Propco S.a.r.l. is a wholly-own subsidiary of City Financial District S.a.r.l. which is an indirectly wholly-owned subsidiary of the Target Company.
The property is subject to a facility agreement dated 18 October 2013 entered into between One Finsbury Circus London Propco S.a.r.l. and the HSBC Bank PLC for a loan facility of GBP91,200,000. According to the facility agreement, China Overseas Holdings Limited is the guarantor for/of One Finsbury Circus London Propco S.a.r.l..
City Financial District S.a.r.l. acquired 100% issued share capital of One Finsbury Circus London Propco S.a.r.l. which solely owned the property on 5 December 2012 at a consideration of GBP152 million.
The current use of the property complies with the current town planning zoning.
The facade of the property is Grade II listed. The facade of the property needs to be preserved.
In valuing the property, we have assumed a unit value of GBP8,450 per sq.m. and an average office unit rental of GBP435.9 per sq.m. per annum, commercial unit rental of GBP511.3 per sq.m. and GBP3,250 per parking space. We have adopted yields of 4.5% to 5.5% depending on the lease terms of the tenancies.
Comparable transactions show yields ranging between 4.3% and 4.9% and capital values between GBP8,364 and GBP12,185 per sq.m. Our office rental evidence varies from GBP511.3 to GBP645.8 per sq.m. per annum.

— 163 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

				Capital value in
			Details of	existing state as at
	Property	Description and tenure	occupancy	31 January 2015
38.	61 Aldwych,	The property provides a total of 16,482 sq.m. of	As at the	GBP187,800,000
	London, United	accommodation arranged over basement, ground	Valuation Date,
	Kingdom	and nine upper floors.	the property	100% interest
			multi-let to	attributable to the
		The accommodation is arranged around two	various tenants	Target Group:
		glazed atriums with four commercial units	has a total	GBP187,800,000
		located at ground floor level. There are 12 car	contracted
		parking spaces located at lower ground floor	rental income of
		level accessed by way of a car lift via Portugal	GBP9,429,567
		Street.	per annum,
			which equates
		The office accommodation totals approximately	to GBP572.1
		15,001 sq.m. The ninth floor also benefits from	per sq.m.
		a roof terrace. The commercial accommodation	overall.
		totals 1,302 sq.m.
			The occupancy
		The property was originally constructed in 1913,	rate is higher
		redeveloped in 1999 and most recently	than 99%. The
		refurbished in 2007.	main leases
		The site area is about 1,987 sq.m.	expire in 2024 and have a
		The property is held Freehold.	break option in
			2019.

Notes:

The registered owner of the property is Great Fortune Property Limited.
As advised by the Target Company, Great Fortune Property Limited is an indirectly wholly-owned subsidiary of the Target Company.
Great Fortune Property Limited acquired the property on 30 October 2013 at a consideration of GBP170 million.
The current use of the property complies with the current town planning zoning.
In valuing the property, we have assumed a unit value of GBP11,394 per sq.m. and an average office unit rental of GBP656.6 per sq.m. per annum, commercial unit rental of GBP1,076.4 per sq.m. and GBP3,500 per parking space. We have applied a yield of 5.14% to the property.
Comparable transactions show yields ranging between 4.35% and 5.15% and capital values between GBP8,826 and GBP14,144 per sq.m. Our office rental evidence varies from GBP565.1 to GBP688.9 per sq.m. per annum.

— 164 —

PROPERTY VALUATION OF THE TARGET GROUP

APPENDIX I

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 31 January 2015 39. Carmelite House, The property is arranged over lower ground, As at the GBP143,500,000 50 Victoria ground and six upper floors, providing 12,447 Valuation Date, Embankment, sq.m. of office and ancillary accommodation. the property is 100% interest London, United Two basement levels accommodate parking for fully let at a attributable to the Kingdom 11 cars, 25 motorcycles and bicycles. rental of Target Group: GBP7,368,333 GBP143,500,000 The property was redeveloped in 2014. per annum which equates The site area is about 2,509 sq.m. to GBP592 per sq.m. The lease The property is held Freehold. expires in 2029.

Notes:

The registered owner of the property is Carmelite Riverside London S.a.r.l..
As advised by the Target Company, Carmelite Riverside London S.a.r.l. is a wholly-owned subsidiary of Novel Sun Limited which is an indirectly wholly-owned subsidiary of the Target Company.
Carmelite Riverside London S.a.r.l. acquired the property on 23 May 2014 at a consideration of GBP142,814,196.
The current use of the property complies with the current town planning zoning.
The building incorporates a Grade II listed. The facade of the property needs to be preserved.
In valuing the property, we have assumed a unit value of GBP11,528 per sq.m. and an average office unit rental of GBP651.2 per sq.m. per annum and GBP3,500 per parking space. We have adopted a yield of 4.5% to the property.
Comparable transactions show yields ranging between 4.03% and 4.91% and capital values between GBP6,383 and GBP13,175 per sq.m. Our office rental evidence varies from GBP656.1 to GBP699.7 per sq.m. per annum.

— 165 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

At the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the issuer or any 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 (including interests and short positions which he is taken or deemed to have under such provisions of 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 Companies to be notified to the Company and the Exchange were as follows:

(a) Long positions in shares and underlying shares of the Company

(all being personal interest and being held in the capacity of beneficial owner)

		Approximate
		percentage of shares in
Name of Director	Number of shares held	issue of the Company
Mr. Hao Jian Min	3,353,172	0.041%
Mr. Xiao Xiao	1,022,064	0.013%
Mr. Guo Yong	200,000	0.002%
Mr. Kan Hongbo	696,800	0.009%
Mr. Li Man Bun, Brian David	5,460,000	0.067%

— 166 —

GENERAL INFORMATION

APPENDIX II

(b) Long positions in shares and underlying shares of the associated corporation

(all being personal interest and being held in the capacity of beneficial owner)

				Approximate percentage	Approximate percentage
Name of Director	Number of shares		held	of	shares in issue
— CSCECL
Mr. Chen Yi		320,000			0.001%
Mr. Zheng Xuexuan		360,000			0.001%
— China Overseas Grand Oceans Group Limited
Mr. Luo Liang		70,000			0.003%
		Underlying	Aggregate of
		shares	shares and
		comprised in	underlying		Approximate
	Number of	Options being		shares in	percentage of
Name of Director	shares held	held (Note 1)	Options held		shares in issue
— China State Construction International Holdings Limited			(“CSC”)
Mr. Xiao Xiao	1,879,278	959,247		2,838,525	0.071%
Mr. Luo Liang	3,531,469	—		3,531,469	0.088%
Mr. Li Man Bun, Brian David	4,101,080	—		4,101,080	0.102%

Note 1: The share options were granted on 14 September 2005 and the adjusted exercise price per share option is currently HK$0.2254 (particulars of adjustments: the exercise price per option was HK$1.03 at the time of grant on 14 September 2005; the exercise price was adjusted to HK$0.99 immediately after the completion of open offer on 10 September 2007 and further adjusted to HK$0.2475 immediately after the share subdivision approved on 12 June 2008; the exercise price was then adjusted to HK$0.2345 immediately after the completion of rights issue on 1 September 2009 and to HK$0.2254 immediately after the completion of rights issue on 16 May 2011). The vesting period is from 14 September 2005 to 13 September 2010 (both days inclusive) and the exercise period is from 14 September 2006 to 13 September 2015 (both days inclusive). 20% can be exercised annually (“Limit”) from 14 September 2006. Unexercised portion of the Limit (if any) can be exercised in the remaining exercise period and will not be included in calculating the Limit of the relevant year. It can be fully exercised from 14 September 2010 to 13 September 2015 (both days inclusive).

— 167 —

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) are 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 been taken under such provisions of the SFO); or (ii) are required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

(c) Directors’ positions in substantial shareholders

As at the Latest Practicable Date, amongst others, each of China State Construction Engineering Corporation, CSCECL, COHL and Silver Lot Development Limited is a substantial shareholder disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO. Messrs. Hao Jian Min, Xiao Xiao, Chen Yi and Zheng Xuexuan are the directors of the Company and COHL.

Save as disclosed above, as at the Latest Practicable Date, none of the Director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

(d) Other interests of the Directors

At the Latest Practicable Date, there was no contract or arrangement subsisting in which any of the Directors was materially interested and which was significant in relation to the business of the Group.

At the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had since 31 December 2014 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to or were proposed to be acquired or disposed of by or leased to any member of the Group.

3. SERVICE CONTRACTS

At the Latest Practicable Date, none of the Directors had any service contract or a proposed service contract with any member of the Group which is not expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

4. MATERIAL ADVERSE CHANGE

At the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, the date to which the latest published audited accounts of the Company were made up.

— 168 —

GENERAL INFORMATION

APPENDIX II

5. COMPETING INTERESTS OF DIRECTORS

As at the Latest Practicable Date, the interests of the Directors in the businesses (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or member of the Group) which are considered to compete or are likely to compete, either directly or indirectly, with the businesses of the Group were as follows:

Messrs. Hao Jian Min, Xiao Xiao, Chen Yi, Nip Yun Wing, Zheng Xuexuan, Luo Liang, Guo Yong and Kan Hongbo are directors of companies in CSCECL and its subsidiaries.

Save as disclosed above, the Company had not been notified of any other relationship among the directors, senior management or substantial or controlling shareholders of the Company.

As the Board operates independently of the boards of these companies, the Group operates its business independently of, and at arm’s length from, the business of these companies.

Save as disclosed in this section and herein, as at the Latest Practicable Date, none of the Directors and their respective associates had any interest in a business apart from the Group’s business, which competes or is likely to compete directly or indirectly, with the Group’s business and would require disclosure under Rule 8.10 of the Listing Rules.

6. EXPERTS AND CONSENT

The following is the qualification of the experts who have given their opinion and advice dated 17 April 2015, which are contained in this circular (together as the “ Expert ”):

Name Qualification CBRE Limited professional valuer Jingtian Gongcheng Law PRC legal adviser Office Somerley Capital Limited a corporation licensed by the Securities and Futures Commission to conduct type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO

The Experts have given and have not withdrawn their written consent to the issue of this circular with the Expert’s statement included.

— 169 —

GENERAL INFORMATION

APPENDIX II

7. EXPERT’S INTEREST

The Experts have confirmed that, at the Latest Practicable Date:

(a) it did not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and
(b) the Experts did not have any direct or indirect interest in any assets which had since 31 December 2014 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

8. GENERAL

The English text of this circular and the accompanying form of proxy shall prevail over the Chinese text.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the office of the Company at 10/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong from the date of this circular up to and including 5 May 2015 (except Saturdays and Sundays) and will be available for inspection at the GM:

(a) the Sale and Purchase Agreement;
(b) the Share Subscription Agreement;
(c) the letter from the Independent Board Committee, the text of which is set out in the section headed “Letter from the Independent Board Committee” of this circular;
(d) the letter from Somerley Capital Limited, the text of which is set out in the section headed “Letter from the Independent Financial Adviser”;
(e) the Property Valuation Report from CBRE, the texts of which are set out in Appendix I to this circular; and
(f) the written consent from each of CBRE, the Independent Financial Adviser and Jingtian Gongcheng Law Office as referred to in the section headed “Experts and Consent” in this appendix.

— 170 —

NOTICE OF GENERAL MEETING

==> picture [33 x 32] intentionally omitted <==

==> picture [295 x 42] intentionally omitted <==

(Incorporated in Hong Kong with limited liability)

(Stock Code: 688)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the general meeting (“ GM ”) of the shareholders of China Overseas Land & Investment Limited (the “ Company ”) will be held at 11/F., 3 Pacific Place, 1 Queen’s Road East, Hong Kong on 5 May 2015 at 3 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

(a) the Sale and Purchase Agreement and Share Subscription Agreement (each as defined in the circular of the Company dated 17 April 2015 (the “ Circular ”) of which this notice forms part, copies of which are tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and
(b) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute any such other documents, instruments and agreements and to do any such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the Sale and Purchase Agreement and the Share Subscription Agreement, including the affixing of the common seal of the Company thereon.”

By Order of the Board China Overseas Land & Investment Limited

Hao Jian Min Chairman and Chief Executive Officer

Hong Kong, 17 April 2015

Registered office:

10/F., Three Pacific Place, 1 Queen’s Road East, Hong Kong

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NOTICE OF GENERAL MEETING

Notes:

A form of proxy for use at the meeting is enclosed herewith.
Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/her. A proxy need not be a member of the Company.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same.
In order to be valid, the form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the Company’s registrar, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).
Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holders present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.
Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
The register of members of the Company will be closed, for the purpose of determining the identity of members who are entitled to attend and vote at the meeting, from 4 May 2015 to 5 May 2015, both days inclusive, during which period no transfers of shares will be effected. In order to be entitled to attend the meeting, all properly completed and duly stamped transfer forms accompanied by the relevant share certificates should be lodged with the Company’s registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on Thursday, 30 April 2015.

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AI assistant

Beijing Urban Construction Design & Development Group Co., Limited — Proxy Solicitation & Information Statement 2015

50030_rns_2015-04-16_a0952e86-04bb-4d1a-956e-ff72b2d89e7f.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP (2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL AND

(3) NOTICE OF GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

(Stock Code: 688)

Registered Office:

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP (2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL AND

(3) NOTICE OF GENERAL MEETING

I. INTRODUCTION

LETTER FROM THE BOARD

II. BACKGROUND OF THE TRANSACTIONS

III. ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP

The Sale and Purchase Agreement

Date

Parties

LETTER FROM THE BOARD

Subject Matter

Consideration

Basis of the Consideration

LETTER FROM THE BOARD

Conditions precedent under the Sale and Purchase Agreement

LETTER FROM THE BOARD

Acquisition Completion

LETTER FROM THE BOARD

IV. ISSUE OF NEW SHARES TO COHL

The Share Subscription Agreement

Date

Parties

Subject Matter

Subscription Shares

Subscription Price

LETTER FROM THE BOARD

Conditions precedent under the Share Subscription Agreement

Lock-up of the Shares held by COHL

LETTER FROM THE BOARD

Subscription Completion

Use of proceeds

Fund raising of the Company

EFFECT OF COMPLETION OF THE TRANSACTION

Acquisition Completion

Subscription Completion

Effect of the Subscription Completion on the shareholding structure of the Company

LETTER FROM THE BOARD

Repayment of the CSCECL Loans after the Acquisition Completion

LETTER FROM THE BOARD

The Entrusted Management Agreement

Non-competition undertaking from CSCECL

LETTER FROM THE BOARD

V. INFORMATION ON THE COMPANY AND THE PARTIES TO THE TRANSACTIONS

The Company and the Group

The counterparties of the Transactions

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Financial information of the Target Group

Engagement of the CSCECL Group as construction contractor for the Enlarged Group

VII. REASONS FOR AND BENEFITS OF THE TRANSACTIONS

LETTER FROM THE BOARD

(b) To replenish the Group’s nationwide land reserve

(c) To provide additional sizeable saleable resources and stable rental income for the Group

(d) To strengthen the capital base of the Company and provide the Enlarged Group with solid financial foundation for its future development

VIII. IMPLICATIONS OF THE TRANSACTIONS UNDER THE LISTING RULES

IX. REGULATORY COMPLIANCE

LETTER FROM THE BOARD

X. GENERAL MEETING

XI. RECOMMENDATION

LETTER FROM THE BOARD

(Incorporated in Hong Kong with limited liability) (Stock Code: 688)

(1) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF PROPERTY PORTFOLIO FROM CSCECL GROUP (2) CONNECTED TRANSACTION IN RELATION TO ISSUE OF NEW SHARES TO COHL

Beijing Urban Construction Design & Development Group Co., Limited Proxy Solicitation & Information Statement 2015