FIRST AU LIMITED — Governance Information 2011

Feb 2, 2011

PUBLIC HOLDINGS (AUSTRALIA) LIMITED

A.C.N. 000 332 918

SECURITIES TRADING POLICY

FOR PUBLIC HOLDINGS (AUSTRALIA) LIMITED

OVERVIEW:

This securities trading policy (policy) follows the requirements of the listing rules of the Australian Securities Exchange (ASX). The new ASX listing rule 12.12 came into effect on 1 January 2011 and govern trading in a listed Company’s securities by its directors and other key management personnel. The securities also include those of related company’s such as the ultimate holding company, First Shanghai Investments Limited (“FSIL”, listed in Hong Kong, stock code 227). This policy contains guidance to assist directors and management understand and comply with their obligations under the listing rules.

SCOPE:

It is not the intention of PHA to stop the legitimate investment activities of its Company Personnel. The Board however has a duty to ensure that that directors and other key management personnel dealing activities in relation to the shares of PHA, are conducted in an orderly manner and would not be involved in insider trading or be in breach of this trading policy.

DEFINITIONS:

Chairman means the Chairman or Deputy Chairman.

Company Securities means financial instruments which include PHA listed shares and PHA share options.

Connected Persons include:

• a) Directors, management, contractors, consultants and associates including members of family, friends and their associates. Management includes key management personnel as defined in AASB 124 Related Party Disclosures.

• b) Any person holding price‐sensitive information where that information has not been released to the public.

Generally available information means information generally available through announcements to ASX.

Insider dealing involves persons dealing in Australia listed securities or their derivatives on the basis of unpublished price‐sensitive information not available to public generally. Insider dealing takes place when a “ Connected Person " or a person who otherwise receives or has " Relevant Information " about the company's affairs, makes use of that relevant information to deal in the securities o f that listed company.

Registered Office: Level 1 / 123 Whitehorse Road, Balwyn Vic. 3103 Australia. Telephone 03 9817 0700 Facsimile 03 9817 0799

Listed company means listed on any stock exchange in Australia.

PHA means Public Holdings (Australia) Limited

Relevant Information or insider information means specific information about PHA which is not generally known to those persons who are accustomed or would be likely to deal in the Company securities but which would, if it were generally known to them, be likely materially to affect the price of the Company Securities.

Third parties : means any person other than Connected Persons.

STATEMENT OF POLICY:

Where Connected Persons have Relevant Information , they must not:

• Trade in Company Securities, or

• Communicate the information to third parties, or

• Procure another person to trade in the Company Securities.

The policy also applies to connected persons of PHA who may have relevant information concerning the securities of another listed company.

PHA CLOSED PERIODS FOR TRADING ASX RULE 12.12.1

Blackout Periods

Unless permitted under this policy, Connected Persons are not permitted

• to trade in Company Securities during periods designated as Blackout Periods, and

• are prohibited from trading during prohibited periods in financial products issued or created over or in respect of the Company’s securities.

The following are designated as blackout periods:

No dealing in Company securities is to occur

• Between the end of the financial year, 31 December until the day after lodgement with the ASX of the Preliminary Final Report – Appendix 4E. This period is normally less than 2 months.

• From 30 June until the day after lodgement with the ASX of the half year report – Appendix 4D.

Most appropriate trading periods

The most appropriate times for connected persons to trade in Company Securities is:

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• In the four weeks following the day after release of the annual report of PHA,

• In the four weeks following the day after release of the half – yearly accounts of PHA,

• In the four week following the day after the AGM of PHA.

RESTRICTIONS ON TRADING THAT APPLY TO PHA’S CONNECTED PERSONS ASX RULE 12.12.2

Trading which is subject to the provisions of this policy constitute:

• Buying or selling Company securities

• Subscribing for new shares‐off‐market dealings,

• Transfers for no consideration,

• Entering into any arrangement or agreement to buy, sell or acquire Company Securities under any right or obligation either present or future,

• Margin loans or other financing arrangements are prohibited.

TRADING NOT SUBJECT TO PHA’S TRADING POLICY ASX RULE 12.12.3

The following dealings are not subject to the provisions of this policy (and include undertakings, entitlements or elections):

• Acceptance of a takeover offer,

• Acceptance of entitlements to a rights issue,

• Allowing entitlements to lapse under a rights issue,

• Transfer Company Securities already held by connected persons into a superannuation fund of which the connected person is a beneficiary,

• Trading under an offer or invitation made to shareholders approved by the board of directors.

• Subscriptions for Company Securities made under and employee share scheme, financial instruments issued under a dividend reinvestment plan or any issue of Company Securities in which all shareholders are entitled to participate.

• The investment decisions are made by a third party,

• The restricted person has no control or influence with respect to trading decisions.

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EXCEPTIONAL CIRCUMSTANCES IN WHICH CONNECTED PERSONS ARE PERMITTED TO TRADE ASX RULE 12.12.4

An application must be submitted to the Chairman to deal in Company Securities in accordance with ASX Rule 12.12.5

The application must be submitted prior to the event.

The request for the trading may occur in a prohibited period.

The policy will apply to persons and employees who are not considered to be in possession of insider information.

The Chairman will take into account in considering exceptional circumstances:

• Severe financial hardship,

• A pressing financial commitment that cannot be met by other reasonable means,

• A court order requiring sale or transfer of financial instruments

• Possible detriment to PHA’s reputation.

Any approval is subject to insider trading rules.

The approval of the Chairman will be for a period of 14 days or such longer or shorter period as is considered necessary.

PROCEDURES FOR OBTAINING PRIOR WRITTEN CLEARANCE FOR TRADING UNDER ASX RULE

12.12.5

Prior approval must be obtained from the Chairman before dealing in Company Securities.

The Chairman will consider the effect on the market of the dealings, the blackout periods, the most appropriate trading periods, dealings under exceptional circumstances and other matters set out in this policy.

All Connected Persons of PHA must comply with the terms of

• this securities trading policy,

• PHA’s ‘Employee Personal Account Dealing Rule’ which forms part of the PHA Compliance Manual.

All Connected Persons of PHA considering the purchase or sale of Company Securities must advise the Chairman or Deputy Chairman of their intention, prior to undertaking any trading.

In the event of trading by a director of PHA, the ASX must be notified of the transaction by lodgement of Appendix 3Y – ‘Change of Director’s Interest Notice’.

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