CIFI Holdings (Group) Co. Ltd. — Proxy Solicitation & Information Statement 2013

Aug 29, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in CIFI Holdings (Group) Co. Ltd. , you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

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.

CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

MAJOR TRANSACTION

FORMATION OF JOINT VENTURE FOR THE DEVELOPMENT OF LAND IN BINJIANG DISTRICT, HANGZHOU, THE PRC

A letter from the Board is set out on pages 5 to 10 of this circular.

30 August 2013

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Appendix I	— Financial Information of the Group . . . . . . . . . . . . . . . . . . . . .	11
Appendix II	— General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

DEFINITIONS

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

• “Acquisition”

the acquisition of land use rights of the Land through public bidding process at the Auction

• “associates”

has the meaning ascribed to them under the Listing Rules

• “Auction”

the public auction held by Hangzhou Land Bureau at which the Land was offered for sale

• “Board”

the board of Directors

• “Company”

CIFI Holdings (Group) Co. Ltd. (旭輝控股（集團）有限公司), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Main Board of the Stock Exchange

• “connected person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Controlling Shareholder(s)”

• has the meaning ascribed to it under the Listing Rules, and in the context of the Company, means Rosy Fortune, Ding Chang, Eminent Talent, Rain-Mountain, Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng

• “Cooperation Framework Agreement”

• the Cooperation Framework Agreement dated 21 June 2013 entered into among the Company, Xu Sheng, Greenland Holding Group and Vite Wight regarding the establishment of the Joint Venture for development of the Land

• “Ding Chang”

• Ding Chang Limited (鼎昌有限公司), a company incorporated with limited liability in British Virgin Islands holding 1,154,739,670 Shares, representing approximately 20.01% of the entire issued share capital of the Company as at the date of the Cooperation Framework Agreement and as at the Latest Practicable Date. The entire interest in Ding Chang is held by Sun Success Trust, which is a family trust set up by Mr. LIN Zhong, being an executive Director, as settlor

• “Directors”

• the directors of the Company

– 1 –

DEFINITIONS

• “Eminent Talent”

• Eminent Talent Limited (卓駿有限公司), a company incorporated with limited liability in British Virgin Islands holding 613,765,775 Shares, representing approximately 10.64% of the entire issued share capital of the Company as at the date of the Cooperation Framework Agreement and as at the Latest Practicable Date. The entire interest in Eminent Talent is held by Mr. LIN Wei, being an executive Director

• “Greenland Holding Group”

• Greenland Holding Group Company Limited (綠地控股集團 有限公司), a state-controlled enterprise group headquartered in Shanghai and principally engaged in real estate, energy and finance business

• “Group” the Company and its subsidiaries

• “Hangzhou Land Bureau” 杭州市國土資源局 (Hangzhou Municipal Bureau of Land Resources)

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)”

• an individual(s) or a company(ies) who or which is(are) independent of and not connected with (within the meaning of the Listing Rules) any Directors, chief executive or substantial Shareholders, of the Company, its subsidiaries or any of their respective associate(s)

• “Joint Venture” or “Xu Bao BVI”

• Xu Bao Co. Limited (旭寶有限公司), a company incorporated with limited liability in British Virgin Islands and an indirect wholly-owned subsidiary of the Company. Xu Bao BVI directly holds the entire issued share capital of Xu Bao as at the Latest Practicable Date

• “Joint Venture Formation”

• the formation of Joint Venture contemplated under the Cooperation Framework Agreement

• “Land”

• a piece of land located at Hangzhou Olympic and International Expo Center (杭州奧體博覽城), Binjiang District (濱江區), Hangzhou City, Zhejiang Province, the PRC with a total site area of 58,789 sq.m.

• “Latest Practicable Date”

• 26 August 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

– 2 –

DEFINITIONS

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “percentage ratios”

• has the same meaning ascribed to them under the Listing Rules

• “PRC”

• The People’s Republic of China, which for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region and Taiwan

• “Project Company” the project company, namely 杭州拓江置業有限公司 (Hangzhou Tuojiang Property Co., Ltd.*), established by Xu Bao in the PRC for the development of the Land pursuant to the Cooperation Framework Agreement

• “Prospectus” the prospectus of the Company dated 13 November 2012 in connection with the initial public offering of the Shares on the Stock Exchange

• “Rain-Mountain”

• Rain-Mountain Limited, a company incorporated with limited liability in British Virgin Islands holding 204,588,580 Shares, representing approximately 3.55% of the entire issued share capital of the Company as at the date of the Cooperation Framework Agreement and as at the Latest Practicable Date. The entire interest in Rain-Mountain is held by Sun-Mountain Trust, which is a family trust set up by Mr. LIN Feng, being an executive Director, as settlor

• “RMB”

• Renminbi, the lawful currency of the PRC

• “Rosy Fortune”

• Rosy Fortune Investments Limited (茂福投資有限公司), a company incorporated with limited liability in British Virgin Islands holding 2,056,385,975 Shares, representing approximately 35.64% of the entire issued share capital of the Company as at the date of the Cooperation Framework Agreement and as at the Latest Practicable Date. The entire interest in Rosy Fortune is held by LIN’s Family Trust, which is a family trust jointly set up by Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng, being the executive Directors, as settlors. Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng are brothers and the founders of the Group

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)”

• the ordinary share(s) of HK$0.1 each of the Company

– 3 –

DEFINITIONS

“Shareholders”

holders of the Shares

• “sq.m.” square metre(s)

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Vite Wight” Vite Wight International Limited (維特懷國際有限公司), a company incorporated with limited liability in Hong Kong and an indirectly wholly-owned subsidiary of Greenland Holding Group

• “Xu Bao” Xu Bao (HK) Co. Limited (旭寶（香港）有限公司), a company incorporated with limited liability in Hong Kong and an indirect wholly-owned subsidiary of the Company

• “Xu Sheng” Xu Sheng Limited (旭昇有限公司), a company incorporated with limited liability in British Virgin Islands and a direct wholly-owned subsidiary of the Company

• “%” per cent.

For the purpose of illustration only and unless otherwise stated, conversion of RMB into Hong Kong dollars in this circular is based on the exchange rate of RMB1 to HK$1.26. Such conversion should not be construed as a representation that any amount has been, could have been, or may be, exchanged at this or any other rate.

In this circular, the names of the companies or entities marked with “*” denotes English transliteration of the name of Chinese companies or entities and is provided for identification purpose only.

– 4 –

LETTER FROM THE BOARD

CIFI Holdings (Group) Co. Ltd. 旭輝控股（集團）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00884)

Executive Directors: Mr. LIN Zhong (Chairman) Mr. LIN Wei (Vice Chairman) Mr. LIN Feng (Chief Executive Officer)

Independent non-executive Directors: Mr. GU Yunchang Mr. ZHANG Yongyue Mr. TAN Wee Seng

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong: Suites 2002–2003 20th Floor One Pacific Place 88 Queensway Hong Kong 30 August 2013

To the Shareholders,

Dear Sir or Madam,

MAJOR TRANSACTION

FORMATION OF JOINT VENTURE FOR THE DEVELOPMENT OF LAND IN BINJIANG DISTRICT, HANGZHOU, THE PRC

INTRODUCTION

On 22 May 2013, the Board announced that Xu Bao, an indirectly wholly-owned subsidiary of the Company, succeeded in the bid of the land use rights of the Land offered for sale by Hangzhou Land Bureau (杭州市國土資源局) at the Auction.

On 21 June 2013, the Company, Xu Sheng, Greenland Holding Group and Vite Wight entered into the Cooperation Framework Agreement for formation of the Joint Venture to develop the Land.

The purpose of this circular is to provide you with, among other things, further particulars of the Joint Venture Formation and the financial information of the Group.

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LETTER FROM THE BOARD

BACKGROUND – THE ACQUISITION

As disclosed in the announcement of the Company dated 22 May 2013, Xu Bao, the then indirectly wholly-owned subsidiary of the Company, succeeded in the bid of the land use rights of the Land offered for sale by Hangzhou Land Bureau (杭州市國土資源局) at the Auction for RMB3,565,000,000. The consideration of RMB3,565,000,000 is required to be paid in three installments, being 50% (being RMB1,782,500,000) by the end of June 2013, 20% (being RMB713,000,000) by the end of December 2013 and 30% (being RMB1,069,500,000) by the end of May 2014.

The Land will be developed as a residential and commercial project comprising residential units, offices and car parks solely for sale. The Group will not retain any part of the development for rental or investment purpose. The Board is of the view that the Acquisition is a transaction of revenue nature conducted in the ordinary and usual course of business of the Group and therefore falls within the exemption from being treated as a notifiable transaction under Rule 14.04(1)(g) of the Listing Rules. Reference was made to the announcement of the Company dated 16 July 2013 in which it was stated that the original intention of the Company was to dispatch this circular in relation to the Acquisition and the Joint Venture Formation. In view of the view of the Board regarding the Acquisition stated above, the purpose of this circular is mainly to provide information relating to the Joint Venture Formation.

JOINT VENTURE FORMATION

On 21 June 2013, the Cooperation Framework Agreement was signed for formation of the Joint Venture to acquire and develop the Land. Principal terms of the Cooperation Framework Agreement are as follows:–

Parties

• (i) Xu Sheng, a direct wholly-owned subsidiary of the Company

• (ii) the Company, acting as guarantor guaranteeing performance of Xu Sheng

• (iii) Vite Wight, an indirect wholly-owned subsidiary of Greenland Holding Group

• (iv) Greenland Holding Group, acting as guarantor guaranteeing performance of Vite Wight

Capital contribution

Before entering into the Cooperation Framework Agreement, Xu Sheng held the entire interest in Xu Bao BVI which in turn held the entire interest in Xu Bao. Pursuant to the Cooperation Framework Agreement, Xu Sheng transferred 50% interests in Xu Bao BVI to Vite Wight at the end of June 2013 and Xu Bao BVI was thereby formed as the Joint

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LETTER FROM THE BOARD

Venture vehicle owned as to 50% by Xu Sheng and 50% by Vite Wight. At the time of such transfer, the first installment of land consideration in the sum of RMB1,782,500,000 was contributed by the Group and Greenland Holding Group as to 50% (being RMB891,250,000) and 50% (being RMB891,250,000) respectively. The Project Company, namely 杭州拓江置業有限公司 (Hangzhou Tuojiang Property Co., Ltd.*), was established by Xu Bao on 22 July 2013 in the PRC for the development of the Land. The capital contribution to be made by Xu Sheng and Vite Wight in the Joint Venture for acquisition of the Land will be borne equally. The consideration for the acquisition of the Land was reached at the Auction. According to the terms of the Cooperation Framework Agreement, the total amount to be contributed by Xu Sheng is estimated to be RMB1,782,500,000, which will be financed by internal resources of the Group.

Composition of the board of directors of the Joint Venture

The board of directors of the Joint Venture comprises five directors, three of whom are appointed by Vite Wight and the remaining two of whom are appointed by Xu Sheng. The chairman of the board of directors of the Joint Venture is a director appointed by Vite Wight.

Profit and loss sharing

Xu Sheng and Vite Wight will be entitled to share the profit or to bear the loss of the Joint Venture in proportion to their respective equity interests in the Joint Venture.

DETAILS OF THE LAND AND THE PROPOSED DEVELOPMENT

Code of the Land

• : Hangzhengchuchu [2013] No.33 (杭政儲出[2013]33號)

Location of the Land

• : Hangzhou Olympic and International Expo Center (杭州奧體博覽城), Binjiang District (濱江區), Hangzhou, Zhejiang Province, the PRC

Total site area

• : 58,789 sq.m.

• Nature of the land use rights

• : Residential and commercial use

Planned gross floor area

• : Approximately 281,700 sq.m., comprising intended residential use of approximately 231,700 sq.m. and office/commercial and other ancillary use of approximately 50,000 sq.m. excluding car parking spaces

Target customer group

• : First time home buyers and home upgraders for the residential units; and medium-large size enterprises for office/commercial units

– 7 –

LETTER FROM THE BOARD

Development timeline

• : The development is currently expected to be carried out in two phases with the below estimated timeline:

Phase I

• (i) commencement of construction around the end of 2013;

• (ii) commencement of pre-sale of the units around the end of 2013;

• (iii) completion of construction of the main structures (主體結構封頂) around the first quarter of 2015; and

• (iv) completion of the sale and purchase of the units around mid of 2016.

Phase II

• (i) commencement of construction around the first quarter of 2014;

• (ii) commencement of pre-sale of the units around mid of 2014;

• (iii) completion of construction of the main structures (主體結構封頂) around mid of 2015; and

• (iv) completion of the sale and purchase of the units around the end of 2016.

• Estimated development : Approximately RMB5,800 million to be financed by cost external bank borrowings

INFORMATION ON GREENLAND HOLDING GROUP AND VITE WIGHT

Vite Wight is a wholly-owned subsidiary of Greenland Holding Group. Other than this Joint Venture, Greenland Holding Group and/or its subsidiaries also have equity interests in four other joint ventures with the Group as at the Latest Practicable Date. In particular, Greenland Holding Group and/or its subsidiaries own (i) 50% equity interest in 上海綠旭置業有限公司 (Shanghai Lu Xu Real Estate Co. Limited*), a limited liability company established in the PRC with respect to the development of a site at Huacao, Minhang District, Shanghai (上海閔行區華漕地塊) in which the Group has 50% equity

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LETTER FROM THE BOARD

interest; (ii) 60% equity interest in 上海閘北綠地企業發展有限公司 (Shanghai Zhabei Greenland Enterprise Development Co. Limited*), a limited liability company established in the PRC with respect to the development of a site at Zhabei District, Shanghai (上海閘北 區地塊) in which the Group has 20% equity interest; (iii) 67% equity interest in a joint venture company which is in the process of formation with respect to the development of a site at Hefei Baohe District (合肥包河區地塊) in which the Group has 33% equity interest; and (iv) 40% equity interest in a joint venture company which is in the process of formation with respect to the development of a site at Beijing Fangshan District Changyang Town (北京房山區長陽鎮地塊) in which the Group has 30% equity interest. The above mentioned four joint venture companies are not accounted for as subsidiaries of the group and are accounted for as joint venture or associated company of the Group. Save as disclosed, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Vite Wight, Greenland Holding Group and their respective ultimate beneficial owner(s) are Independent Third Parties. The Joint Venture is intended to be accounted for as a joint venture or an associated company of the Group.

REASONS FOR AND BENEFITS OF THE JOINT VENTURE FORMATION

The Group is principally engaged in the property development, property investment and property management businesses in the PRC. The establishment of the Joint Venture would allow the pooling of funds for project development, which the Group could participate with a relatively lower capital commitment. The Directors are of the view that the entering into of the joint venture arrangement would enable the Group to share potential profit upon completion of the development of the Land, while at the same time to enjoy a greater financial flexibility during the term of the development, which is beneficial to the Group.

Further, the Directors consider that the Cooperation Framework Agreement has been entered into on normal commercial terms, and the terms and conditions thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE TRANSACTIONS ON THE GROUP

Pursuant to the terms of the Cooperation Framework Agreement, the capital contribution to be paid by the Group in relation to the Joint Venture Formation is estimated to be RMB1,782,500,000, and such amount will be settled by the Group’s internal resources. As at the Latest Practicable Date, the Group had sufficient financial resources to pay the capital contribution. The Directors are of the view that the Joint Venture Formation will not have any significant adverse impact on the Group’s operations and liquidity. There will be no immediate material impact on the earnings or assets or liabilities of the Group upon completion of the transactions under the Joint Venture Formation.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

As the relevant percentage ratios for the Joint Venture Formation under Rule 14.07 of the Listing Rules exceeds 25% but is below 100%, the Joint Venture Formation constitutes a major transaction for the Company and is subject to approval of the Shareholders. The Company has obtained a written Shareholders’ approval for the Joint Venture Formation from a closely allied group of Controlling Shareholders of the Company, namely Rosy Fortune, Ding Chang, Eminent Talent and Rain-Mountain which held an aggregate of 4,029,480,000 Shares, representing approximately 69.84% of the total issued share capital of the Company as at the date of the Cooperation Framework Agreement and as at the Latest Practicable Date. Accordingly, no general meeting for the Shareholders’ approval of the Joint Venture Formation will be held.

The Land is a governmental land in the PRC acquired by the Group through a public tender from 杭州市國土資源局 (Hangzhou Municipal Bureau of Land Resources), a PRC Governmental Body (as defined under Rule 19A.04 of the Listing Rules), which falls within the scope of the Qualified Property Acquisition (as defined under Rule 14.04(10C) of the Listing Rules). Therefore, valuation of the Land is not required under Rule 5.02A(2) of the Listing Rules.

RECOMMENDATION

The Directors believe that Joint Venture Formation has been entered into on normal commercial terms, and the terms and conditions thereof are fair and reasonable so far as the Shareholders are concerned and are in the best interests of the Company and the Shareholders as a whole. The Directors would recommend all Shareholders to vote in favour of the Joint Venture Formation if a physical general meeting were to be held.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully By order of the Board CIFI Holdings (Group) Co. Ltd. LIN Zhong Chairman

– 10 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

AUDITED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP FOR THE THREE YEARS ENDED 31 DECEMBER 2012

The Company was listed on the Stock Exchange on 23 November 2012. Financial information of the Group for the two years ended 31 December 2011 was disclosed on pages I-12 to I-89 of Appendix I of the Prospectus which is available on the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (http://www.cifi.com.hk). Financial information of the Group for the year ended 31 December 2012 was disclosed on pages 90 to 199 of the annual report of the Company for the year ended 31 December 2012 published on 20 February 2013 which is available on the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (http://www.cifi.com.hk).

UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION OF THE GROUP FOR THE SIX MONTHS ENDED 30 JUNE 2013

Financial information of the Group for the six months ended 30 June 2013 was published in the interim results announcement of the Company dated 21 August 2013 and the interim report of the Company published on or around 29 August 2013 which are available on the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (http://www.cifi.com.hk).

INDEBTEDNESS

Bank and other borrowings

As at 30 June 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding indebtedness of approximately RMB12,534.9 million, consisting of bank and other borrowings of approximately RMB10,526.6 million, amounts due to non-controlling interests of approximately RMB332.6 million and senior notes of approximately RMB1,675.7 million. The Group also had trust and other loans related derivatives of RMB83 million as at 30 June 2013. As at 30 June 2013, the Group had un-utilised banking facilities of approximately RMB1,514.1 million.

Among the borrowings mentioned above, in particular, on 8 April 2013, the Company issued 12.25%, five-year senior notes with an aggregated principal amount of US$275 million at 100% of the face value. The senior notes are guaranteed by certain subsidiaries of the Group. On 8 July 2013, the Company as borrower, and certain offshore subsidiaries of the Company as guarantors, entered into a syndicated loan agreement (the “Syndicated Loan Agreement”) with a group of financial institutions as lenders for an aggregate loan amount of approximately US$156.5 million divided into two tranches: (i) United States dollars tranche with an aggregate amount of US$75 million; and (ii) Hong Kong dollars tranche with an aggregate amount of HK$636 million, with final maturity of three years from the date of the Syndicated Loan Agreement and interest of LIBOR or HIBOR plus 5.65% per annum. The Controlling Shareholders have undertaken to collectively maintain beneficial ownership of at least 51% of the entire issued share capital of the Company; and (ii) any one of Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng shall remain as the chairman of the Board, otherwise it will constitute an event of default under the Syndicated Loan Agreement.

– 11 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Financial guarantees

The Group has provided mortgage guarantees to PRC banks in respect of the mortgage loans provided by the PRC banks to the Group’s customers. The Group’s mortgage guarantees are issued from the dates of grant of the relevant mortgage loans and released upon the earlier of (i) the relevant property ownership certificates being obtained and the certificates of other interests with respect to the relevant properties being delivered to the mortgage banks, or (ii) the settlement of mortgage loans between the mortgage banks and the Group’s customers. As at 30 June 2013, the Group provided mortgage guarantees in respect of mortgage loans provided by the PRC banks to the Group’s customers amounting to approximately RMB1,324.2 million.

General

Save as aforesaid and apart from intra-group liabilities, the Group did not have any debt securities issued and outstanding, or authorised or otherwise created but unissued, other borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptances (other than normal trade bills), acceptance credits, hire purchase commitments, mortgages and charges, material contingent liabilities or guarantee outstanding as at 30 June 2013.

WORKING CAPITAL

After taking into account the available banking facilities and internal resources of the Group, the Directors are of the opinion that the Group will have sufficient working capital for its present requirements, that is for the next 12 months from the date of publication of this circular, in the absence of unforeseeable circumstances.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

In 2013, the Central Government of China is pursuing economic reforms and structural adjustments, which emphasize sustainable quality growth by using market-driven measures to foster urbanization and domestic consumption. This may have short term effect on the momentum of economic growth in China, and it is widely expected that China’s GDP will slow down to 7% area. While it is expected that current government administrative policies in the real estate sector to remain in place, more severe government policy risks are now alleviated by slower economic growth. This offers a stable operating environment for the Group to grow its business by adhering to its focus on top notch first-and second-tier cities in China and catering to the strong end-users’ demand for high quality residential and office properties. The Group is confident of achieving its sales target for 2013 and continues to emphasise and strengthen its fast turnaround and high sell-through development model.

– 12 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Regarding land reserves, the Group’s new acquisitions in the first half of 2013 have fulfilled its target of ensuring substantial supply of saleable resources in 2014. In 2013, up to the Latest Practicable Date, the Group entered into two new cities, Hangzhou and Wuhan, enhancing its geographical coverage in the Yangtze River Delta and the CentralWestern Region. In the second half of 2013, the Group will be more selective in land acquisitions but will remain open to add high quality property sites into the Group’s land reserve to prepare for the Group’s saleable resources in 2014 and beyond. Ultimately, the Group is pursuing a high-growth and low-risk development strategy for the next two years but will manage its expansion cautiously by taking into account the Group’s sales performance, joint venture strategy and financial stability.

LIQUIDITY, FINANCIAL AND CAPITAL RESOURCES

Cash position

The Group had cash and bank balances (including pledged bank deposits) of approximately RMB7,050.6 million and restricted cash of approximately RMB21.8 million as at 30 June 2013.

Gearing ratio

The Group’s net debt-to-equity ratio (total indebtedness net of bank balances and cash including pledged bank deposits and restricted cash divided by total equity) was approximately 67.4% as at 30 June 2013. The Group’s debt-to-asset ratio (total indebtedness divided by total assets) was approximately 37.3% as at 30 June 2013. The Group’s current ratio (total current assets divided by total current liabilities) was approximately 1.9 times as at 30 June 2013.

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APPENDIX II

GENERAL INFORMATION

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 Group. 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. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES

• (a) Interests and short positions of the Directors in the share capital of the Company and its associated corporations

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

• (i) Interests in the shares, underlying shares and debentures of the Company and its associated corporations

				Number of	Approximate
			Capacity/	Shares/	percentage of
Name of	Name of	Class of	nature of	underlying	interest in
Director	corporation	securities	interest	Shares	the Company
LIN Zhong	The Company	Ordinary	Founder of a	1,154,739,670	20.01%
		Shares (L)	discretionary
			trust (Note 1)
	The Company	Ordinary	Co-founder of a	2,056,385,975	35.64%
		Shares (L)	discretionary
			trust (Note 2)
LIN Wei	The Company	Ordinary	Interest of	613,765,775	10.64%
		Shares (L)	controlled
			corporation
			(Note 3)
	The Company	Ordinary	Co-founder of a	2,056,385,975	35.64%
		Shares (L)	discretionary
			trust (Note 2)

– 14 –

APPENDIX II

GENERAL INFORMATION

				Number of	Approximate
			Capacity/	Shares/	percentage of
Name of	Name of	Class of	nature of	underlying	interest in
Director	corporation	securities	interest	Shares	the Company
LIN Feng	The Company	Ordinary	Founder of a	204,588,580	3.55%
		Shares (L)	discretionary
			trust (Note 4)
	The Company	Ordinary	Co-founder of a	2,056,385,975	35.64%
		Shares (L)	discretionary
			trust (Note 2)
GU Yunchang	The Company	Ordinary	Beneficial owner	800,000	0.01%
		Shares (L)	(Note 5)
ZHANG	The Company	Ordinary	Beneficial owner	800,000	0.01%
Yongyue		Shares (L)	(Note 5)
TAN Wee Seng	The Company	Ordinary	Beneficial owner	800,000	0.01%
		Shares (L)	(Note 5)

Notes:

1. These shares are held by Ding Chang. The entire issued share capital of Ding Chang is wholly owned by Eternally Success International Limited (“Eternally Success”), the entire issued share capital of which is in turn wholly-owned by Standard Chartered Trust (Singapore) Limited (“Standard Chartered Trust”) as the trustee of the Sun Success Trust. The Sun Success Trust is a discretionary trust set up by Mr. LIN Zhong as settlor and Standard Chartered Trust as trustee on 11 May 2012. The beneficiary objects of the Sun Success Trust include certain family members of Mr. LIN Zhong. Mr. LIN Zhong as founder of the Sun Success Trust is taken to be interested in the 1,154,739,670 Shares held by Ding Chang pursuant to Part XV of the SFO.

2. These Shares are held by Rosy Fortune. The entire issued share capital of Rosy Fortune is wholly owned by Gentle Beauty Assets Limited (“Gentle Beauty”), the entire issued share capital of which is in turn wholly-owned by Standard Chartered Trust as the trustee of the LIN’s Family Trust. The LIN’s Family Trust is a discretionary trust set up jointly by Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng as settlors and Standard Chartered Trust as trustee on 11 May 2012. The beneficiary objects of the LIN’s Family Trust include certain family members of Mr. LIN Zhong and Mr. LIN Feng. Each of Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng as a co-founder of the LIN’s Family Trust is taken to be interested in the 2,056,385,975 Shares held by Rosy Fortune pursuant to Part XV of the SFO.

3. These shares are held by Eminent Talent. The entire issued share capital of Eminent Talent is wholly owned by Mr. LIN Wei.

4. These shares are held by Rain-Mountain. The entire issued share capital of Rain-Mountain is wholly owned by Beauty Fountain Holdings Limited, the entire issued share capital of which is in turn wholly-owned by Standard Chartered Trust as the trustee of the Sun-Mountain Trust. The Sun-Mountain Trust is a discretionary trust set up by Mr. LIN Feng as settlor and Standard Chartered Trust as trustee on 11 May 2012. The beneficiary objects of the Sun-Mountain Trust include certain family members of Mr. LIN Feng. Mr. LIN Feng as founder of the Sun-Mountain Trust is taken to be interested in the 204,588,580 Shares held by Rain-Mountain pursuant to Part XV of the SFO.

5. The relevant Director was granted options to subscribe for such number of Shares under the share option scheme adopted by the Company on 9 October 2012.

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APPENDIX II

GENERAL INFORMATION

• (b) Interests and short positions of the Substantial Shareholders in the Shares or underlying Shares discloseable under Divisions 2 and 3 of Part XV of the SFO

In addition to the interests disclosed under paragraph (a) above, so far as the Directors were aware, as at the Latest Practicable Date, the following persons (other than the Directors and chief executives) were expected to have interests and/or short positions in the Shares and underlying Shares of the Company which are required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, and/or are expected to be, 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 the Company:

(i) Long positions in the Shares and underlying Shares of the Company

			Approximate
		Number of	percentage of
		Shares/	interest in the
Name of	Capacity/nature of	underlying	share capital of
interested party	interest	Shares	the Company
Gentle Beauty	Interest of controlled	2,056,385,975	35.64%
	corporation (Note 1)
Rosy Fortune	Beneficial owner	2,056,385,975	35.64%
	(Note 1)
Eternally Success	Interest of controlled	1,154,739,670	20.01%
	corporation (Note 2)
Ding Chang	Beneficial owner	1,154,739,670	20.01%
	(Note 2)
Eminent Talent	Beneficial owner	613,765,775	10.64%
	(Note 3)
Standard	Trustee (Note 4)	3,415,714,225	59.20%
Chartered Trust
SCTS Capital Pte	Interest of controlled	3,415,714,225	59.20%
Ltd.	corporation (Note 4)

Notes:

1. Rosy Fortune is wholly owned by Gentle Beauty, which is in turn directly and wholly owned by SCTS Capital Pte Ltd. (“SCTS Capital”). SCTS Capital is wholly held by Standard Chartered Trust as the trustee of the LIN’s Family Trust. The LIN’s Family Trust is a discretionary trust set up jointly by Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng as settlors and Standard Chartered Trust as trustee on 11 May 2012. The beneficiary objects of the LIN’s Family Trust include certain family members of Mr. LIN Zhong and Mr. LIN Feng.

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APPENDIX II

GENERAL INFORMATION

1. Ding Chang is wholly owned by Eternally Success, which is in turn directly and wholly owned by SCTS Capital. SCTS Capital is wholly held by Standard Chartered Trust as the trustee of the Sun Success Trust. The Sun Success Trust is a discretionary trust set up by Mr. LIN Zhong as settlor and Standard Chartered Trust as trustee on 11 May 2012. The beneficiary objects of the Sun Success Trust include certain family members of Mr. LIN Zhong.

2. Eminent Talent is wholly owned by Mr. LIN Wei.

3. These include 2,056,385,975 Shares held by Rosy Fortune, 1,154,739,670 Shares held by Ding Chang and 204,588,580 Shares held by Rain-Mountain. The entire issued share capital of Rain-Mountain is wholly owned by Beauty Fountain, the entire issued share capital of which is in turn directly and wholly owned by SCTS Capital. SCTS Capital is wholly held by Standard Chartered Trust as the trustee of the Sun-Mountain Trust. The Sun-Mountain Trust is a discretionary trust set up by Mr. LIN Feng as settlor and Standard Chartered Trust as trustee on 11 May 2012. The beneficiary objects of the Sun-Mountain Trust include certain family members of Mr. LIN Feng.

(ii) Substantial shareholders of other members of the Group

				Approximate
				percentage of
		Name of member		ownership
		of the Group and		held by the
		place of		substantial
**No. **	Name of shareholder	establishment	Capacity	shareholders
1	上海匯融投資控股有限公司	Shanghai	Beneficial	24.5%
	(Shanghai Huirong	Tongshuo,	owner
	Investment Holding Co.,	the PRC
	Ltd.*)
2	上海祝源企業發展有限公司	Shanghai Haiji,	Beneficial	47%
	(Shanghai Zhuyuan	the PRC	owner
	Enterprises Development
	Co., Ltd.*)
3	北京恒盛陽光房地產開發有限	Beijing Xuhui	Beneficial	20%
	公司(Beijing Hengsheng	Sunshine,	owner
	Sunshine Real Estate	the PRC
	Development Co., Ltd.*)
4	復旦大學上海視覺藝術學院	Tangshan Xuhui	Beneficial	20%
	(Shanghai Institute of Visual	Yiwen,	owner
	Art of Fudan University*)	the PRC

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APPENDIX II

GENERAL INFORMATION

				Approximate
				percentage of
		Name of member		ownership
		of the Group and		held by the
		place of		substantial
**No. **	Name of shareholder	establishment	Capacity	shareholders
5	天津開發區萬通實業發展集團	Tianjin Shijixing,	Beneficial	25%
	有限公司(Tianjin Economic	the PRC	owner
	Zone Wantongv Industries
	Development Group Co.,
	Ltd.*)
6	天津晟達房地產開發有限公司	Tianjin Shijixing,	Beneficial	12%
	(Tianjin Shengda Real Estate	the PRC	owner
	Development Co., Ltd.*)
7	天津新時代房地產開發有限公司	Tianjin Shijixing,	Beneficial	12%
	(Tianjin Xinshidai Real	the PRC	owner
	Estate Development Co.,
	Ltd.*)

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter into, a 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. COMPETING BUSINESS

At the Latest Practicable Date, none of the Directors or their respective associates had any competing interests in a business which competes or is likely to compete with the business of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder).

5. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS

As at the Latest Practicable Date, none of the Directors has had any direct or indirect interest in any assets which have since 31 December 2012 (being the date to which the latest published audited financial statements of the Company were made up) been 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.

There is no contract or arrangement subsisting at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

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APPENDIX II

GENERAL INFORMATION

6. LITIGATION

As at the Latest Practicable Date, the Group was involved in a dispute with China Construction Sixth Engineering Bureau Civil Engineering Co., Ltd. (中建六局土木工程有限 公司) (“China Construction Sixth Bureau”). In April 2010, a construction fee dispute claim was brought by China Construction Sixth Bureau against the subsidiaries of the Group, namely 上海新置建築工程有限公司 (Shanghai Xinzhi Construction Co., Ltd.), 旭輝集團股 份有限公司 (CIFI Group Co., Ltd. (PRC)) and 蘇州旭輝置業有限公司 (Suzhou Xuhui Property Co., Ltd.*). Such claim was related to the construction of Suzhou CIFI California Bay. China Construction Sixth Bureau claimed for approximately RMB40.6 million, which includes amounts of outstanding construction fee and performance bond, plus penalty in respect of outstanding construction fee and interest in respect of performance bond and outstanding construction fee. The Group’s bank balance of RMB21,768,000 was held in custody of the People’s Court of the Qingpu district in Shanghai, the PRC as ordered by it since December 2010. The Group has already expensed a portion of the claim as part of the cost of sales. No further provision has been made for this legal proceeding as the Directors believe that the ultimate outcome of this legal proceeding will not have a material adverse effect on the business, financial condition and operating results of the Group. As at the Latest Practicable Date, the case was pending before the People’s Court of the Qingpu district in Shanghai, the PRC.

Save as disclosed above, as at the Latest Practicable Date, none of the members of the Group is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.

7. MATERIAL ADVERSE CHANGES

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2012, the date to which the latest published audited financial statements of the Group were made up.

8. MATERIAL CONTRACTS

Saved as disclosed below, no material contracts (not being contract entered into in the ordinary course of business carried out by the Group), have been entered into by any member of the Group within the two years immediately preceding the date of this circular:

• (a) a sale and purchase agreement dated 7 September 2011 between Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng (as vendors) and 上海漢普卡商業管理有 限公司 (Shanghai Hanpuka Commercial Management Co., Ltd.) (“Shanghai Hanpuka”) (as purchaser) in relation to sale and purchase of the entire equity interest in 上海旭輝投資諮詢有限公司 (Shanghai Xuhui Investment Advisory Co., Ltd.) for a total consideration of RMB165,884,800;

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APPENDIX II

GENERAL INFORMATION

• (b) a sale and purchase agreement dated 7 September 2011 between Mr. LIN Zhong, Mr. LIN Wei and Mr. LIN Feng (as vendors) and Shanghai Hanpuka (as purchaser) in relation to sale and purchase of the entire equity interest in 旭凱(上海)投資顧問有限公司 (Xukai (Shanghai) Investment Consultant Co., Ltd.) for a total consideration of RMB20,831,500;

• (c) a share subscription agreement dated 28 September 2011 between the Company (as issuer) and Mr. LONG Ming Hui (龍明輝) (as investor) for subscription of 300,000 Shares at a subscription price of HK$16,246,851;

• (d) a deed of non-disposal undertaking dated 2 March 2012 between the Company, Mr. LONG Ming Hui (龍明輝) and Dragon Fame Investments Limited (龍譽投資有限公司) in respect of non-disposal of Shares of the Company;

• (e) a deed of non-competition dated 9 October 2012 in respect of the non-competition undertakings and covenants given by the Controlling Shareholders in favour of the Company;

• (f) a deed of indemnity dated 9 October 2012 given by the Controlling Shareholders in favour of the Company to provide taxation indemnities for the benefit of the Group; and

• (g) the underwriting agreement dated 12 November 2012 relating to the offer of 125,500,000 new Shares for subscription by public in Hong Kong and entered into between, among others, the joint global coordinators, the joint bookrunners, the Hong Kong underwriters and the Company.

9. MISCELLANEOUS

• (a) The registered office of the Company is at P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands, and the principal place of business in Hong Kong is at Suites 2002–2003, 20th Floor, One Pacific Place, 88 Queensway, Hong Kong.

• (b) The secretary of the Company is Mr. LO Tai On, who is a member of the Hong Kong Institute of Certified Public Accountants.

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

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APPENDIX II

GENERAL INFORMATION

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents of the Group are available for inspection during normal business hours at the principal place of business of the Company in Hong Kong at Suites 2002–2003, 20th Floor, One Pacific Place, 88 Queensway, Hong Kong, except public holidays, up to and including, for 14 days from the date of this circular:

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

• (b) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix;

• (c) the Cooperation Framework Agreement; and

• (d) the annual report of the Company for the financial year ended 31 December 2012.

– 21 –