China Aoyuan Group Limited — Proxy Solicitation & Information Statement 2015

Jan 5, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in China Aoyuan Property Group Limited, you should at once hand this circular, to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 3883)

MAJOR TRANSACTION

ON

INVESTMENT BY HUAXIA LIFE INSURANCE CORPORATION LIMITED AND DEEMED DISPOSAL OF THE GROUP OF APPROXIMATELY 46.04% OF THE EQUITY INTERESTS IN GUANGZHOU AOYU

5 January 2015

CONTENTS

			Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	–	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . .	11
APPENDIX II	–	PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . .	13
APPENDIX III	–	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	19

– i –

DEFINITIONS

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

• “Ace Rise” Ace Rise Profits Limited, a limited liability company incorporated under the laws of the BVI and a Shareholder

• “Agreement” the agreement dated 29 November 2014 (as supplemented by a supplemental agreement dated 29 November 2014) and entered into between the Investor, East Harvest and Guangdong Aoyuan in relation to the Investment

• “Board” the board of Directors “Business Day” a day (not a Saturday) on which licensed banks in Hong Kong are generally open for business during their normal business hours

• “BVI” British Virgin Islands

• “Cathay Property” Cathay Sino Property Ltd., a limited liability company incorporated under the laws of the BVI and a Shareholder

• “Company” China Aoyuan Property Group Limited, a company incorporated under the laws of the Cayman Islands, shares of which are listed on the Stock Exchange

• “Completion” completion of the Investment and the Deemed Disposal

• “Deemed Disposal” the reduction of the Group’s equity interests in Guangzhou Aoyu by approximately 46.04% upon completion of the Investment

• “Directors” directors of the Company

• “East Harvest” East Harvest Investment Limited（耀發投資有限公司）, a limited liability company incorporated under the laws of Hong Kong and a wholly-owned subsidiary of the Company. As at the Latest Practicable Date, it held 98% of the equity interests in Guangzhou Aoyu

• “Group” the Company and its subsidiaries

– 1 –

DEFINITIONS

• “Guangdong Aoyuan” 廣東奧園罝業有限公司 (for identification purpose only, in English, Guangdong Aoyuan Property Co. Ltd.), a limited company established under the laws of the PRC and an indirect wholly-owned subsidiary of the Company. As at the Latest Practicable Date, it held 2% of the equity interests in Guangzhou Aoyu

• “Guangzhou Aoyu” 廣州奧譽房地產開發有限公司 (for identification purpose only, in English, Guangzhou Aoyu Real Estate Development Co. Ltd.), a limited liability company established under the laws of the PRC

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

• “Independent Third Party(ies)”

• a party(ies) who is/are not connected person(s) (as defined in the Listing Rules) of the Company and who together with its/their ultimate beneficial owner(s) are independent of the Company and of connected persons (as defined in the Listing Rules) of the Company

• “Investment” the subscription by the Investor of approximately 46.04% of the equity interests in Guangzhou Aoyu by way of capital injection into its registered capital at the consideration of RMB1,000,000,000 (equivalent to approximately HK$1,263,000,000) pursuant to the terms and conditions of the Agreement

• “Investor”

• 華夏人壽保險股份有限公司 (for identification purpose only, in English, Huaxia Life Insurance Corporation Limited), a limited company established under the laws of the PRC and an Independent Third Party

• “Latest Practicable Date”

• 30 December 2014, 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

• “PRC”

• the People’s Republic of China

• “Project”

• the Aoyuan Plaza Project in development by Guangzhou Aoyu in relation to a parcel of land located at North side to Fude Road, South Downtown, Panyu District, Guangzhou （番禺區中心城區南區福德路北側政府 儲備用地南區地塊2-1） with an usage area of approximately 64,860 sq.m.

– 2 –

DEFINITIONS

“SFO”	Securities and Futures Ordinance (Cap. 571, Laws of
	Hong Kong)
“Shareholders”	shareholders of the Company
“Shares”	ordinary shares of the Company of HK$0.01 each
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“sq.m.”	square metre
“%”	per cent.

For the purpose of this circular, the exchange rate at HK$1.00 = RMB0.7918 has been used, where applicable, for the purpose of illustration only.

– 3 –

LETTER FROM THE BOARD

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 3883)

Executive Directors: Mr. Guo Zi Wen (chairman) Mr. Guo Zi Ning (vice chairman and chief executive officer) Mr. Yang Zhong Ms. Zhong Ping

Non-Executive Director: Mr. Paul Steven Wolansky

Independent Non-Executive Directors:

Mr. Tsui King Fai Mr. Cheung Kwok Keung Mr. Hu Jiang

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal Place of Business in Hong Kong: Units 1901-2, 19th Floor One Peking No. 1 Peking Road Tsimshatsui, Kowloon Hong Kong

5 January 2015

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION

ON

INVESTMENT BY HUAXIA LIFE INSURANCE CORPORATION LIMITED AND DEEMED DISPOSAL OF THE GROUP OF APPROXIMATELY 46.04% OF THE EQUITY INTERESTS IN GUANGZHOU AOYU

INTRODUCTION

Reference is made to the announcement of the Company dated 30 November 2014. On 29 November 2014, East Harvest and Guangdong Aoyuan, the wholly-owned subsidiaries of the Company, and the Investor entered into the Agreement, pursuant to which the Investor shall subscribe approximately 46.04% of the equity interests in Guangzhou Aoyu by way of capital injection into its registered capital at the consideration of RMB1,000,000,000 (equivalent to approximately HK$1,263,000,000) in cash.

– 4 –

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with further details of the Agreement and the transactions contemplated therein including the Investment and the Deemed Disposal, together with such other information as required by the Listing Rules.

THE AGREEMENT

Summarised below are the principal terms of the Agreement:

Date : 29 November 2014 Parties : (i) the Investor; (ii) East Harvest; and (iii) Guangdong Aoyuan

To the best of the Director’s knowledge, information and belief, and having made all reasonable enquiries, the Investor and its ultimate beneficial owner(s) are Independent Third Parties.

Nature of the transaction and assets to be disposed of

Pursuant to the Agreement, the Investor agreed to subscribe approximately 46.04% of the equity interests in Guangzhou Aoyu by way of capital injection into its registered capital at the consideration of RMB1,000,000,000 (equivalent to approximately HK$1,263,000,000) which shall be paid to Guangzhou Aoyu in cash within 15 Business Days from the date that the conditions precedent as referred to in the paragraph headed “Conditions Precedent” are fulfilled or waived by the Investor.

Upon Completion, the equity interests of Guangzhou Aoyu will be held as to approximately 52.88% by East Harvest, 1.08% by Guangdong Aoyuan (the Group will therefore hold approximately 53.96% of the equity interests in Guangzhou Aoyu) and 46.04% by the Investor. As such, Guangzhou Aoyu will cease to become an indirect wholly-owned subsidiary of the Company and become its indirect non wholly-owned subsidiary.

Investment Sum

The investment sum of the Investment was arrived at after arm’s length negotiations between the parties to the Agreement and was determined with reference to (i) the net asset value of Guangzhou Aoyu when the parties entered into the Agreement; and (ii) other factors as set out in the paragraph headed “Reasons for and benefits of the Investment and the Deemed Disposal” below.

The investment sum of the Investment is considered by the Board as fair and reasonable and in the interests of the Group and of the Shareholders as a whole.

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LETTER FROM THE BOARD

Conditions Precedent

The obligations of the parties to effect Completion shall be conditional upon:

• (1) the bank account of Guangzhou Aoyu (the “ Bank Account ”) in relation to the Investment and the Deemed Disposal having been established (which are satisfactory to the Investor) and the Investor having paid the consideration in the sum of RMB1,000,000,000 (equivalent to approximately HK$1,263,000,000) to the Bank Account;

• (2) the Investor having completed financial and legal due diligence in respect of Guangzhou Aoyu, the results of which are satisfactory to the Investor;

• (3) the Investor having obtained the necessary approval of the transactions contemplated under the Agreement;

• (4) Guangzhou Aoyu having obtained all the relevant approvals of the Investment and the Deemed Disposal and the related matters from the relevant governmental authorities in the PRC;

• (5) pursuant to the right granted to the Investor to nominate for appointment of one director, one deputy general manager and one chief financial officer of Guangzhou Aoyu, the board of directors of Guangzhou Aoyu having passed such a resolution in accordance with the laid down procedures of the Company and Guangzhou Aoyu for the nomination; and

• (6) all representation and warranties given by the parties to the Agreement remain true, accurate and complete and not misleading; the parties are not in material breach of their duties and obligations of and undertakings given under the Agreement.

As at the Latest Practicable Date, neither party had waived any of the conditions and all the conditions were fulfilled.

Completion

According to the Agreement, Completion shall take place on the date of completion of the business registration filings of Guangzhou Aoyu in relation to the Investment and the Deemed Disposal, which shall take place within 15 days from the date of the payment of the investment sum of RMB1,000,000,000 (equivalent to approximately HK$1,263,000,000) by the Investor to Guangzhou Aoyu.

Completion of the Investment and the Deemed Disposal took place on 31 December

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LETTER FROM THE BOARD

FINANCIAL INFORMATION OF GUANGZHOU AOYU

The following are the consolidated financial information on Guangzhou Aoyu for the two financial years ended 31 December 2012 and 2013:

	**For the financial **	year ended
	31 December
	2012	2013
	(unaudited)	(unaudited)
	RMB’000	RMB’000
Revenue	605,677	246,702
Net Profit before tax	373,386	81,160
Net Profit after tax	214,845	40,807

Revenue of Guangzhou Aoyu decreased RMB359.0 million from the financial year ended 31 December 2012 to 31 December 2013 was mainly due to the decrease in gross floor area delivered to customers. Most of the developed properties were completed and delivered in the financial year ended 31 December 2012. The unaudited net asset value of Guangzhou Aoyu is approximately RMB1,133.0 million as at 30 June 2014.

FINANCIAL IMPACT OF THE INVESTMENT AND THE DEEMED DISPOSAL ON THE GROUP

Following Completion, Guangzhou Aoyu will cease to become an indirect wholly-owned subsidiary of the Company, it remains a non wholly-owned subsidiary of the Company and the Group will hold approximately 53.96% of its equity interests. The financial results of Guangzhou Aoyu will continue to be consolidated by the Group.

Based on the existing information available to the Company, the expected gain from the Investment and the Deemed Disposal will be amounted to approximately RMB18.0 million, which is based on the net asset value of Guangzhou Aoyu attributable to the Group amounted to approximately RMB1,150.9 million after Completion less the net asset value of Guangzhou Aoyu attributable to the Group amounted to approximately RMB1,133.0 million before Completion of the Investment and the Deemed Disposal. This expected gain from the Investment and the Deemed Disposal will be accounted for as an equity transaction and will be recognized as a movement in the reserves of the Group. The Investment and the Deemed Disposal will not result in any significant impact to the profit or loss of the Group.

The total assets of the Group increased by RMB1,000.0 million after Completion. No liabilities movement of the Group after Completion due to the capital injected by Investor was recognised as interest held by non-controlling shareholder of the Group in equity.

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LETTER FROM THE BOARD

APPLICATION OF THE INVESTMENT SUM

Guangzhou Aoyu intends to utilize approximately 20% of the investment sum from the Investment and the Deemed Disposal for general working capital of the Group and 80% of the development of future projects. The Company will actively seeking projects with high growth rate and return for long term investment to maximize the returns to the Shareholders. As at the Latest Practicable Date, the Group was yet to identify any suitable investment projects.

REASONS FOR AND BENEFITS OF THE INVESTMENT AND THE DEEMED DISPOSAL

The principal activities of the Group comprise property development and property investment in the PRC. The Directors consider that the Investment and the Deemed Disposal could strengthen the business relationship between the Group and the Investor. As the Investor is a life insurance company, it constantly looks for investment with stable returns in its investment portfolio, the Group will continue to explore further investment opportunities with the Investor with the establishment of a good relationship with the Investor. Also, the Directors believe that the Investment and the Deemed Disposal would provide an additional source of capital for the Group to facilitate further development and expansion of the Group.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Agreement, the Investment and the Deemed Disposal are on normal commercial terms, which are fair and reasonable and the entering into of the Agreement is in the interests of the Company and the Shareholders as a whole.

INFORMATION ABOUT THE INVESTOR

The Investor, headquartered in Beijing, the PRC, whose establishment was approved by the China Insurance Regulatory Commission, is a national life insurance company.

INFORMATION ABOUT EAST HARVEST, GUANGDONG AOYUAN AND GUANGZHOU AOYU

East Harvest is an investment holding company and was incorporated under the laws of Hong Kong.

Guangdong Aoyuan is an investment holding company and was established under the laws of the PRC.

As at the date of the Latest Practicable Date, East Harvest and Guangdong Aoyuan were the wholly-owned subsidiaries of the Company, and respectively owned 98% and 2% of the equity interests in Guangzhou Aoyu.

– 8 –

LETTER FROM THE BOARD

Guangzhou Aoyu is a project company and its principal business is the property development of the Project, which involves the development, construction, sale and leasing of self-constructed commercial and financial buildings, and ancillary facilities in the parcel of land located at North side to Fude Road, South Downtown, Panyu District, Guangzhou （番禺區中心城區南區福德路北側）and provision of property management services.

GENERAL

Following Completion, Guangzhou Aoyu will cease to become an indirect wholly-owned subsidiary of the Company, it remains a non wholly-owned subsidiary of the Company and the Group will own approximately 53.96% of its equity interests. As such, the Investment will constitute a deemed disposal of the Group’s equity interests in Guangzhou Aoyu under Chapter 14 of the Listing Rules.

As the Investment and the Deemed Disposal exceed 25% but do not exceed 75% of one or more of the applicable percentage ratios (as defined in the Listing Rules), the Investment and the Deemed Disposal constitute a major transaction of the Company under Chapter 14 of the Listing Rules and will be subject to the notification, announcement and shareholders’ approval requirements under the Listing Rules.

Since no Shareholders are required to abstain from voting if a general meeting is to be convened for the approval of the Investment and the Deemed Disposal, written shareholders’ approval may be accepted for the Investment and the Deemed Disposal in lieu of holding a general meeting of the Company pursuant to Rule 14.44 of the Listing Rules. As at the Latest Practice Date, Ace Rise held 1,337,075,563 Shares, representing approximately 48.03% of the issued share capital of the Company.

In June 2006 (prior to the listing of the Company), for the purpose of raising funds for the Group’s development, Cathay Property subscribed for certain new Shares of the Group and became a Shareholder of the Group. Proceeds from the subscription were used to complete a corporate restructuring of the Group and to finance various property development projects. As at the Latest Practice Date, Cathay Property held 293,175,563 Shares, representing approximately 10.53% of the issued share capital of the Company. Other than the above, Ace Rise and Cathay Property do not have other business co-operation and are not related to each other.

Ace Rise and Cathay Property have formed a closely allied group of Shareholders, who collectively hold an aggregate of 1,630,251,126 Shares, representing approximately 58.56% of the entire issued share capital of the Company and have given their written approval of the transactions contemplated under the Agreement including the Investment and the Deemed Disposal, accordingly no extraordinary general meeting of the Company will be convened for the purpose of approving the Agreement and the transactions contemplated therein including the Investment and the Deemed Disposal.

– 9 –

LETTER FROM THE BOARD

FURTHER INFORMATION

Your attention is drawn to the information set out in the Appendices to this circular.

By Order of the Board China Aoyuan Property Group Limited Guo Zi Wen Chairman

– 10 –

FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

RECENT DEVELOPMENT AND FINANCIAL AND TRADING PROSPECT

In the first half of 2014, the Group’s total revenue was RMB2,658.2 million, representing an increase of RMB507.8 million or 23.6% over RMB2,150.4 million in the same period of 2013. Property development revenue, other revenue such as hotel operation and property investment revenue accounted for 97.2%, 1.8% and 1.0% respectively.

In the first half of 2014, the Group’s revenue generated from property development amounted to RMB2,583.6 million, representing an increase of RMB490.6 million or 23.4% over RMB2,093.0 million in the same period of 2013. The gross floor area of delivered properties slightly decreased by 1.6% to 300,608 sq.m. from 305,643 sq.m. in the same period of 2013, while the average selling price increased by 25.5% to RMB8,595 per sq.m. from RMB6,848 per sq.m. in the same period of 2013. This was mainly attributable to a higher proportion of the revenue in the first half of 2014 of 42.6% was derived from a relative high average selling price of retail shops and other projects against 23.9% in the same period of 2013. Overall, the revenue generated from property development of Guangzhou Aoyuan City Plaza (commercial apartments and retail shops project), Guangzhou Aoyuan Health Plaza (commercial apartments and retail shops project), Zhongshan Aoyuan (residential apartment, retail shops and low-density residential integrated project) and Chongqing Aoyuan The Metropolis (residential apartment and retail shops project) were the main source of property development revenue for the Group in the first half of 2014, with sales revenue amounting to RMB1,749.8 million in total. The revenue generated from property development attributable to Guangzhou, Chongqing, Zhongshan and other cities accounted for 45%, 18%, 14% and 23% respectively.

Looking forward, the Group will, under the established strategic layout, continue to deepen and improve the internal mechanism, fully mobilize the initiatives of all levels of employees; enhance the research and judgment on the country and the regions where the Group has presence; enhance the analysis over the competitors and studies of the marketing methods; enhance the flow of information and adaptation in and among all markets; base on the actual results of marketing, accelerate the launch and sales of products and actively respond to the market changes; focus on the control of development to determine the production based on sales; maintain “cash is the king” and enhance the collection of receivables and make plans for financing as a whole; enhance the studies on counter cycle, make scientific layouts, seize suitable opportunities, and reserve more high quality lands to establish a foundation for the balanced and sustainable development in the future.

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FINANCIAL INFORMATION ON THE GROUP

APPENDIX I

INDEBTEDNESS STATEMENT

Borrowings and contingent liabilities of the Group

As at 30 November 2014, the Group had outstanding: (i) amounts due to non-controlling shareholders of subsidiaries of the Group of approximately RMB197,000,000 which is unsecured and unguaranteed; (ii) amount due to a related company of the Group of approximately RMB19,000,000 which is unsecured and unguaranteed; (iii) amount due to a joint venture of the Group of approximately RMB124,000,000 which is unsecured and unguaranteed; (iv) senior notes of the Group of approximately RMB3,319,000,000 which are unsecured and guaranteed; (v) bank and other borrowings of the Group of approximately RMB7,791,000,000 (of which RMB1,944,000,000 was guaranteed, RMB5,847,000,000 was secured by fixed charges on certain of the Group’s assets, including property, plant and equipment, investment properties, properties for sale, restricted bank deposits); and (vi) contingent liabilities in respect of guarantee given to banks for mortgage facilities granted to purchasers of the Group’s properties of approximately RMB8,988,000,000.

Save as aforesaid and apart from intra-group liabilities, as at 30 November 2014, the Group did not have any outstanding loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees or other contingent liabilities.

WORKING CAPITAL STATEMENT

The Directors are of the opinion that, after taking into account the financial resources available to us including the available credit facilities, our internally generated funds and the cash flow impact of the deemed disposal, the Group has sufficient working capital to satisfy its requirements for at least the next 12 months following the date of this circular.

MATERIAL ADVERSE CHANGE

The Directors are not aware as at the Latest Practicable Date of any material adverse change in the financing or trading position of the Group since 31 December 2013, being the date to which the latest published audited accounts of the Group were made up.

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APPENDIX II

PROPERTY VALUATION REPORT

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5 January 2015

The Directors China Aoyuan Property Group Limited Aoyuan Mansion No. 108 Huangpu Avenue West Tianhe Districts Guangzhou China

Dear Sirs,

In accordance with the instruction of China Aoyuan Property Group Limited (the “Company”) and its subsidiaries (hereinafter together referred to as the “Group”) to estimate the market value of the property interests located at Aoyuan Plaza, Fude Road, Panyu District, Guangzhou, Guangdong Province, the People’s Republic of China (the “PRC”) (the “Property”) held by the Group, we confirm that we have inspected the Property, made relevant enquiries and obtained such further information as we consider necessary for providing the market value of such property interests as at 29 November 2014 (referred to as the “date of valuation”).

This letter which forms part of our valuation report explains the basis and methodology of valuation, and clarifies our assumptions made, title investigation of property and the limiting conditions.

BASIS OF VALUATION

Our valuation is our opinion of the Market Value which is defined in accordance with the HKIS Valuation Standards of the Hong Kong Institute of Surveyors 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 and where the parties had each acted knowledgeably, prudently and without compulsion”.

Market Value is understood as the value of an asset and liability estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

This estimate specifically excludes an estimated price inflated or deflated by special considerations or concessions granted by anyone associated with the sale, or any element of special value.

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PROPERTY VALUATION REPORT

APPENDIX II

VALUATION ETHODOLOGY

In the course of our valuation, the property interests is valued by Income Approach which is to capitalize the rental income derived from the existing tenancies with due provision for the reversionary income potential of the Property. Full market rental values have been assumed for the vacant and owner occupied spaces.

TITLE INVESTIGATION

We have been provided with copies of documents in relation to the title of the property interests. However, due to the current registration system of the PRC, no investigation has been made for the legal title or any liabilities attached to the property. We have also not scrutinized the original documents to verify ownership or to verify any amendments which may not appear on the copies handed to us.

We have relied to a considerable extent on the information provided by the Group and the PRC legal opinion provided by the PRC legal advisers, Guangxin Junda ETR Law Firm, on the PRC law, regarding the property interests located in the PRC.

All legal documents disclosed in this letter and valuation certificate are for reference only and no responsibility is assumed for any legal matters concerning the legal title to the property interests set out in this letter and valuation certificate.

ASSUMPTIONS

Our valuations have been made on the assumption that the owner sell the property interests on the market in its existing state without the benefit of deferred terms contracts, leaseback, joint ventures, management agreements or any similar arrangement which would serve to affect the value of the property interests.

No allowance has been in our valuation for any charges, mortgages or amounts owing on the property valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, all the property interests are free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

We have assumed that the owners of the property interests have free and uninterrupted rights to use, lease or mortgage the property interests for the whole of the unexpired term of its respective land use rights. We have also assumed that the property interests are freely disposable and transferable.

We have valued the property interests on the assumption that it is developed in accordance with the development proposals or building plans given to us. We have assumed that all consents, approvals and licences from relevant government authorities for the buildings and structures erected or to be erected thereon have been granted. Also, we have assumed that unless otherwise stated, all buildings and structures erected on the land parcel are held by the owner or permitted to be occupied by the owner.

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PROPERTY VALUATION REPORT

APPENDIX II

It is assumed that all applicable zoning, land use regulations and other restrictions have been complied with unless a non-conformity has been stated, defined and considered in the valuation certificate. Further, it is assumed that the utilization of the land and improvements is within the boundaries of the property interests described and that no encroachment or trespass exists unless noted in the valuation certificate.

Other special assumptions of the Property, if any, have been stated in the footnotes of the valuation certificate.

LIMITING CONDITIONS

We have relied to a considerable extent on the information provided by the Group and have accepted advice given to us by the Group on such matters as statutory notices, easements, tenure, occupancy, construction cost, site areas and floor areas and all other relevant matters. Dimensions and areas included in the valuation certificate are based on information contained in the documents provided to us and are only approximations.

Having examined all relevant documentation, we have had no reason to doubt the truth and accuracy of the information provided to us. We have assumed that no material factors have been omitted from the information to reach an informed view, and have no reason to suspect that any material information has been withheld.

We have not carried out detailed site measurements to verify the land or building areas in respect of the Property but have assumed that the areas provided to us are correct. All dimensions and areas are approximations only.

Our Elaine Ng has inspected the exterior and, where possible, the interior of the Property included in the attached valuation certificate on 20 November 2014 (referred to as the “date of inspection”). No structural survey has been made and we are therefore unable to report as to whether the Property is or is not free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

No site investigations have been carried out to determine the suitability of the ground conditions or the services for the development site. Our valuation is made on the basis that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during its construction period.

REMARKS

In valuing the property interests, we have complied with all the requirements contained in Paragraph 34(2), (3) of Schedule 3 of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32), Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited issued by The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards (2012 Edition) published by the Hong Kong Institute of Surveyors.

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PROPERTY VALUATION REPORT

APPENDIX II

We hereby certify that we have neither present nor a prospective interest in the real properties or the value reported. This valuation report is issued subject to our Assumptions and Limiting Conditions.

Unless otherwise stated, all monetary amount stated in this report is in Renminbi (RMB). We enclose herewith our valuation certificate.

Yours faithfully, For and on behalf of

AMERICAN APPRAISAL CHINA LIMITED Calvin K.C. Chan

CFA, MRICS, MHKIS, MCIREA, RPS (GP) Vice President

Notes:

1. Mr. Calvin K. C. Chan, who is a Chartered Surveyor and Registered Professional Surveyor, has over 18 years’ experience in valuation of properties in Hong Kong and the PRC. Mr. Chan has been admitted to the Hong Kong Institute of Surveyors’ approved List of Property Valuers to undertake valuation for incorporation or reference in Listing Particulars and Circulars and valuation in connection with takeovers and mergers.

2. Ms. Elaine Ng, who is a Chartered Surveyor and Registered Professional Surveyor, has over 10 years’ experience in valuation of properties in Hong Kong and the PRC.

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PROPERTY VALUATION REPORT

APPENDIX II

VALUATION CERTIFICATE

Property held for investment purpose

Market value in existing state as at 29 November 2014 (RMB)

Description and tenure

Particulars of occupancy

Property	Description and tenure	Particulars of occupancy	November 2014
			(RMB)
Portion of Aoyuan Plaza,	The property comprises a	The property was leased to	1,650,000,000
Fude Road,	portion of Aoyuan Plaza, which	various third parties under
Panyu District,	was completed in 2012. Aoyuan	various tenancies at an
Guangzhou,	Plaza is a large-scale	aggregated total rent
Guangdong Province,	development comprising retails	income from January to
The PRC	shops, office, car parking spaces	November 2014 of about
	and ancillary facilities. It	RMB63,170,000 exclusive
中國廣東省廣州市	occupies a parcel of land with a	of management fee and
番禺區福德路的部份	site area of approximately	other expenses. As advised,
奧園廣場	64,861 square meters (“the	the vacancy rate of the
	Site”).	Property as of the
		valuation date is about 2%.
	As advised by the Group, the
	total gross floor area of the
	Property is about 80,514 sq.m.

The Site is held under a Stateowned Land Use Certificate for a term expiring on 8 August 2048.

Notes:

• (1) Pursuant to a State-owned Land Use Certificate, No.G33-000225, issued by the People’s Government of Guangzhou City, dated 8 August 2008, the land use rights of the Property with a site area of approximately 64,861 square meters is held by 廣州奧譽房地產開發有限公司 (Guangzhou Aoyu Real Estate Development Company Limited) (“Guangzhou Aoyu”) for a term expiring on 8 August 2048 for commercial service and transportation uses respectively.

• (2) Pursuant to a Construction Works Commencement Permit, No.440126201004220301, issued by Guangzhou City Panyu District Construction Bureau dated 22 April 2010, Guangzhou Aoyu has been approved to commence the construction works of the property.

• (3) Pursuant to two Construction Works Planning Permits, Sui Gui Jian Zheng [2010] Nos. 562 and 563, issued by Guangzhou City Planning Bureau dated 25 February 2010, the planning of the construction works of the Site have been approved.

• (4) Pursuant to a Construction Works Completion Confirmation Report, No. GD3015, issued by 廣州市宏業金基 建設監理諮詢有限公司 (in English for identification purpose only, Guangzhou Honyejin Construction Supervision Consulting Co. Ltd.), the completion of the building of Aoyuan Plaza Phase 2 including the subject Property has been accepted.

• (5) Pursuant to two Guangzhou City Real Estate Initial Registration Notifications（廣州市房地產初始登記告知書）, Nos. 0220254528 and 0220333628, issued by Guangzhou City Administrative Land Resources and Building Management Bureau（廣州市國土資源和房屋管理局）, dated 29 January 2014 and 7 August 2014 respectively, the initial registration application of the buildings of the Property has been approved.

– 17 –

APPENDIX II

PROPERTY VALUATION REPORT

• (6) Pursuant to a mortgage contract, 2011 Jian Sui Nan Di Zi No. 01 （2011建穗南抵字第01號） entered into between 中國建設銀行股份有限公司廣州南沙開發區支行 (China Construction Bank Company Limited Guangzhou Nansha Development Zone Branch) and Guangzhou Aoyu dated 29 December 2011, the Property with a total gross floor area of about 35,823.7456 square metres was pledged to the former party for a term from 29 December 2011 to 28 December 2021.

• (7) Pursuant to a mortgage contract, JXJH2013AYFK01 entered into between 建信信託有限責任公司 (Jianxin Trust Company Limited) and Guangzhou Aoyu dated 19 March 2012 and 29 September 2013 respectively, portion of the Aoyu Plaza was pledged to the former party for a term from 29 September 2013 to 29 September 2015 at a buy back price of RMB347,000,000.

• (8) Pursuant to a maximum mortgage contract, 2012 Jian Sui Nan Zui Gao Di Ya Zi No. 01（2012建穗南最高抵 押字01號） entered into between 中國建設銀行股份有限公司廣州南沙開發區支行 (China Construction Bank Company Limited Guangzhou Nansha Development Zone Branch) and Guangzhou Aoyu dated 13 March 2012, the Property with a total area of about 18,351.8797 square metres was pledged to the former party for a term from 13 March 2012 to 12 March 2019 with the loan amount of RMB200,000,000.

• (9) Pursuant to a maximum mortgage contract, 2013 Jian Sui Nan Zui Gao Di Ya Zi No. 01 （2013建穗南最高抵押字01號） entered into between 中國建設銀行股份有限公司廣州南沙開發區支行 (China Construction Bank Company Limited Guangzhou Nansha Development Zone Branch) and Guangzhou Aoyu dated 7 January 2013, the Property with a total area of about 54,175.6253 square metres was pledged to the former party for a term from 15 January 2011 to 1 April 2019 with the loan amount of RMB740,000,000.

• (10) Pursuant to a tenancy schedule provided, the property is subjected to various tenancy agreements at an aggregated total rent income from January to November 2014 of about RMB63,170,000 exclusive of management fees and other expenses.

• (11) The PRC legal opinion states, inter alias, that:

• (a) Guangzhou Aoyu possesses the proper land use rights of the Property with all premium and costs fully settled and is entitled to use, transfer, lease and mortgage the Property or dispose of the Property by other lawful means in accordance with the laws of the PRC during the term of the land use rights.

• (b) The existing use of the Property has not violated the relevant Laws in the PRC.

• (c) The mortgage of the Property as mentioned in notes (6) to (9) above were valid and enforceable.

• (d) The Property is not subject to any other encumbrances, litigations or disputes.

• (e) According to the Urban Real Estate Administration Law of the People’s Republic of China（中華人民 共和國城市房地產管理法）No. 38 as well as Property Law of the People’s Republic of China（中華人民 共和國物權法）Nos. 142 and 143, the Building Ownership Rights of the Property is legally vested to Guangzhou Aoyu and the ownership rights should be protected by the PRC laws. There are no legal impediments for Guangzhou Aoyu to obtain the relevant Realty Title Certificates or Building Ownership Certificates, following with some formalities on the application procedures.

• (f) Guangzhou Aoyu has already applied for the relevant Real Estate title certificates following with the normal formalities of application procedures, they have settled all necessary premiums and fares, Guangzhou Aoyu is legally owned the Building Ownership Rights of the Property.

• (12) Guangzhou Aoyuan is a subsidiary of the Company.

– 18 –

GENERAL INFORMATION

APPENDIX III

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

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

Beneficial interests and long positions in Shares as at the Latest Practicable Date:

Name of Director/ chief executive Director Mr. Guo Zi Wen Mr. Paul Steven Wolansky Mr. Yang Zhong Ms. Zhong Ping Mr. Guo Zi Ning (Note 4)

Number of shares Approximate percentage of the issued share capital Ordinary shares interests held by controlled corporations/ under personal or spouse name Underlying shares (under equity derivatives of the Company) (Note 3) Aggregate interest 1,337,075,563 (Note 1) − 1,337,075,563 48.03% 293,175,563 (Note 2) – 293,175,563 10.53% 1,650,000 3,249,429 4,899,429 0.176% 50,000 4,000,000 4,050,000 0.145%

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GENERAL INFORMATION

APPENDIX III

Notes:

1. These 1,337,075,563 ordinary shares are registered in the name of Ace Rise. Ace Rise is owned as to 90% by Joy Pacific Group Limited (which in turn is wholly owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited. Sturgeon Limited is wholly-owned by Asia Square Holdings Ltd., as nominee and trustee for J. Safra Sarasin Trust Company (Singapore) Ltd. as the trustee holding such interests on trust for the beneficiaries of The Golden Jade Trust. The Golden Jade Trust is a discretionary family trust established under the laws and regulations of Singapore. The settlors of The Golden Jade Trust are Mr. Guo Zi Wen and Ms. Jiang Miner.

2. These 293,175,563 ordinary shares are registered in the name of Cathay Property, which is wholly owned by Cathay Capital Holdings, L.P. Cathay Capital Holdings, L.P. is managed by its general partner, Cathay Master GP, Ltd. which in turn is owned as to 45% by Mr. Paul Steven Wolansky as trustee.

3. Share options granted to the Directors under the employee share option scheme adopted by the Company.

4. Since April 2013, upon completion of a share transfer, Ace Rise is owned as to 90% by Joy Pacific Group Limited (which in turn is wholly owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited, a company wholly owned by Ms. Su Chaomei who is the wife of Mr. Guo Zi Ning, a director of the Company. As a result, Mr. Guo Zi Ning has a deemed effective interest of about 4.8% of the shares of the Company. Since Ace Rise is not a controlled corporation of Mr. Guo Zi Ning or Ms. Su Chaomei under the SFO, no notice has been filed under the SFO by Mr. Guo Zi Ning in respect his deemed interest in Ace Rise Profits Limited.

Save as disclosed above, none of the Directors or chief executives of the Company had or was deemed to have any interests or short positions in the shares of the Company, underlying shares or debentures of the Company or any of its associated corporation as recorded in the register which were required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Share Options

	Number				Exercise
	of share				price per
	option	Date of grant		Exercise period	share
					(HK$)
Director
Mr. Yang Zhong	1,124,714	4 April 2011		1 April 2012 to	1.318
				31 December 2014
	2,124,715	4 April 2011		1 April 2013 to	1.318
				31 December 2014
Ms. Zhong Ping	2,000,000		15 January	16 October 2015 to	1.61
			2014	16 December 2015
Mr. Chan Ka	2,500,000		15 January	16 October 2015 to	1.61
Yeung, Jacky			2014	16 December 2015

Apart from the above, so far as the Directors or the chief executives of the Company are aware of and as at the Latest Practicable Date, there were no interest of the Directors or chief executives of the Company in the Shares and the underlying shares of the Company and any of its associated corporations (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock

– 20 –

GENERAL INFORMATION

APPENDIX III

Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required pursuant to Section 352 of the SFO to be entered in the register maintained by the Company referred to therein, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as was known to the Directors or chief executives of the Company, the following persons (other than the Directors or chief executives of the Company as disclosed in the above) had interests or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under provisions of Divisions 2 and 3 of Part XV of the SFO or, who were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any option in respect of such capital as at the Latest Practicable Date:

			Voting power
		Number of	(%)
Name	Capacity	shares	(approximate)
Ace Rise (Note 1)	Beneficial owner	1,337,075,563	48.03%
Joy Pacific Group	Controlled corporation	1,337,075,563	48.03%
Limited (Note 1)
J. Safra Sarasin Trust	Trustee	1,337,075,563	48.03%
Company (Singapore)
Ltd. (Note 1)
Mr. Guo Zi Wen	Settlor/Beneficiary of	1,337,075,563	48.03%
(Note 1)	The Golden Jade
	Trust
Ms. Jiang Miner	Settlor/Beneficiary of	1,337,075,563	48.03%
(Note 1)	The Golden Jade
	Trust
Asia Square Holdings	Controlled corporation	1,337,075,563	48.03%
Ltd. (Note 1)
Sturgeon Limited	Controlled corporation	1,337,075,563	48.03%
(Note 1)
Mr. Selwyn Donald	Controlled corporation/	343,175,563	12.33%
Sussman (Note 2 & 3)	Beneficial owner
Capital Asset	Controlled corporation	293,175,563	10.53%
Management, Inc.
(Note 3)
Trust Asset Management	Controlled corporation	293,175,563	10.53%
LLP (Note 2 &
Note 3)
Mr. Paul Steven	Trustee	293,175,563	10.53%
Wolansky (Note 2)

– 21 –

GENERAL INFORMATION

APPENDIX III

			Voting power
		Number of	(%)
Name	Capacity	shares	(approximate)
Cathay Capital	Controlled corporation	293,175,563	10.53%
Holdings, L.P. (Note
2)
Cathay Master GP, Ltd.	Controlled corporation	293,175,563	10.53%
(Note 2)
Cathay Property	Beneficial owner	293,175,563	10.53%
(Note 2)
Hopka Investments
Limited (Note 1)

Notes:

1. The 1,337,075,563 shares are registered in the name of Ace Rise. Ace Rise is owned as to 90% by Joy Pacific Group Limited (which in turn is wholly owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited. Sturgeon Limited is wholly-owned by Asia Square Holdings Ltd., as nominee and trustee for J. Safra Sarasin Trust Company (Singapore) Ltd. as the trustee holding such interests on trust for the beneficiaries of The Golden Jade Trust. The Golden Jade Trust is a discretionary family trust established under the laws and regulations of Singapore. The settlors of The Golden Jade Trust are Mr. Guo Zi Wen and Ms. Jiang Miner.

Since April 2013, upon completion of a share transfer, Ace Rise is owned as to 90% by Joy Pacific Group Limited (which in turn is wholly owned by Sturgeon Limited) and as to 10% by Hopka Investments Limited, a company wholly owned by Ms. Su Chaomei who is the wife of Mr. Guo Zi Ning, a director of the Company. As a result, Mr. Guo Zi Ning has a deemed effective interest of about 4.8% of the shares of the Company. Since Ace Rise is not a controlled corporation of Mr. Guo Zi Ning or Ms. Su Chaomei under the SFO, no notice has been filed under the SFO by Mr. Guo Zi Ning in respect his deemed interest in Ace Rise Profits Limited.

1. The 293,175,563 shares are registered in the name of Cathay Property, which is wholly owned by Cathay Capital Holdings, L.P. Cathay Capital Holdings, L.P. is managed by its general partner, Cathay Master GP, Ltd. which in turn is owned as to 45% by Mr. Paul Steven Wolansky as trustee and 45% by Trust Asset Management LLP. Cathay Capital Holdings, L.P., Cathay Master GP, Ltd., Mr. Paul Steven Wolansky and Trust Asset Management LLP are all deemed to be interested in the 293,175,563 shares under the SFO.

2. Capital Asset Management, Inc is the general partner of Trust Asset Management LLP, which has 45% interest in Cathay Master GP, Ltd., the general partner of Cathay Capital Holdings, L.P. As Mr. Selwyn Donald Sussman is holding 100% interest in Capital Asset Management, Inc, Mr. Selwyn Donald Sussman, Capital Asset Management, Inc. and Trust Asset Management LLP are all deemed to be interested in the 293,175,563 shares held by Cathay Property. The remaining 50,000,000 shares are held by Mr. Sussman as his personal interests.

Save as disclosed in this circular, so far as was known to the Directors or chief executives of the Company, there is no other person (other than the Directors or chief executives of the Company as disclosed in the above) who had interests or short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under provisions of Divisions 2 and 3 of Part XV of the SFO or, who were, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any option in respect of such capital as at the Latest Practicable Date.

– 22 –

GENERAL INFORMATION

APPENDIX III

4. DIRECTORS’ SERVICE CONTRACTS

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

5. LITIGATION

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

6. MATERIAL CONTRACTS

Within the two years immediately preceding the date of this circular, the following agreements, being contracts not entered into in the ordinary course of business, have been entered into by members of the Company and is or may be material:

• (a) the Agreement;

• (b) an agreement dated 10 January 2014 entered into by and among the Company, certain of the Company’s subsidiaries, UBS AG, ABCI Capital Limited and Haitong International Securities Company Limited in relation to the proposed issue of the US$300,000,000 11.25% senior notes due 2019 by the Company;

• (c) an agreement dated 23 July 2013 made between the Aoyuan Group and Mr. Chen Ming Kai （陳明開） as purchasers, Mr. Zhao Wei Yang （趙維養） as vendor in relation to the sale and purchase of 80% and 20% of the entire issued share capital respectively of 陽江市潤信置業有限公司 (in English, for identification purpose only, Yangjiang City Run Xin Property Company Limited; and

• (d) a purchase agreement dated 21 January 2013 entered into by and among the Company, certain of the Company’s subsidiaries, Merrill Lynch International, Citigroup Global Markets Limited and UBS AG in relation to the proposed issue of US$100,000,000 13.875% senior notes due 2017 by the Company.

7. COMPETING INTERESTS OF DIRECTORS AND ASSOCIATES

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates were considered to have interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or have or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

– 23 –

GENERAL INFORMATION

APPENDIX III

8. INTEREST OF DIRECTORS OR PROPOSED DIRECTORS OR EXPERTS IN ASSETS ACQUIRED OR DISPOSED OF BY OR LEASED TO ANY MEMBER OF THE GROUP

Since the date to which the latest published audited accounts of the Company were made up until the Latest Practicable Date, none of the Directors or proposed Directors or experts (as listed out in paragraph 10 below) had or had proposed to acquire or dispose or lease any interest, direct or indirect, in any assets to any member of the Group.

9. CONTRACTS OR ARRANGEMENTS WHICH DIRECTORS ARE MATERIALLY INTERESTED AND ARE SIGNIFICANT IN RELATION TO THE BUSINESS OF THE GROUP

As at the Latest Practicable Date, there were no contract or arrangement subsisting in which a Director was materially interested and which was significant in relation to the business of the Group.

10. EXPERT AND CONSENT

The following are the qualifications of the experts who have been named in this circular or have given opinions or letters contained in this circular:

Name	Qualifications
American Appraisal China Limited	Independent professional property valuer
(“American Appraisal”)
Guangxin Junda ETR Law Firm	PRC legal advisers
(“Guangxin”)

As at the Latest Practicable Date, each of Guangxin and American Appraisal was not beneficially interested in the share capital of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any securities in any member of the Group nor did it have any interest, either direct or indirect, in any assets which have been, since the date to which the latest published audited financial statements of the Company were made up (i.e. 31 December 2013), acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

Each of Guangxin and American Appraisal has given and has not withdrawn its written letters of consent to the issue of this circular with their respective expert statements and names included in the form and context in which they appear.

11. MISCELLANEOUS

• (a) The registered office of the Company is situated at Cricket Squares Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

– 24 –

GENERAL INFORMATION

APPENDIX III

• (b) The company secretary of the Company is Ho Kar Yan Joyce. Ms. Ho is a practicing Certified Public Accountant in the United States.

• (c) The head office and principal place of business of the Company in Hong Kong is situated at Units 1901-2, 19th Floor, One Peking, No. 1 Peking Road, Tsimshatsui, Kowloon, Hong Kong.

• (d) The principal share register of the Company is Royal Bank of Canada Trust Company (Cayman) Limited at 4th Floor, Royal Bank House, 24 Shedden Road, George Town, Grand Cayman KY1-1110, Cayman Islands.

• (e) The branch share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at 17 M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours at the principal place of business in Hong Kong for a period of 14 days from the date of this circular:

• (a) this circular;

• (b) the memorandum and articles of association of the Company;

• (c) the annual reports of the Company for the two financial years ended 31 December 2012 and 31 December 2013;

• (d) the material contracts referred to in the section headed “Material Contracts” in this Appendix;

• (e) the property valuation report prepared by American Appraisal as set out in Appendix II to this circular;

• (f) the letter of consents from the experts referred to in the section headed “Expert and Consent” in this appendix; and

• (g) the written approval given by Ace Rise and Cathy Property dated 27 November 2014.

– 25 –