Folangsi Co., Ltd - Proxy Solicitation & Information Statement 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in China Resources Land Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities 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.

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

Financial adviser to China Resources Land Limited

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

A letter from the Board is set out on pages 6 to 15 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page 16 of this circular. A letter from Taifook Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 36 of this circular.

A notice convening an extraordinary general meeting of China Resources Land Limited to be held at Salon III and IV, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on August 28, 2009 at 11:00 a.m. is set out on pages 65 to 66 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at Tricor Standard Limited, the branch share registrar of China Resources Land Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

August 12, 2009

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from Taifook Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix I – Property valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
Appendix II – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58
Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	65

– i –

DEFINITIONS

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

“Acquisition”	the proposed acquisition of the Sale Shares by the
	Company pursuant to the Sale and Purchase
	Agreement
“Announcement”	the announcement of the Company dated July 31,
	2009 in relation to the Acquisition
“Additional Investments”	any additional new money injected into the Target
	Group by the Vendor (as evidenced by valid official
	receipts or such other supporting documents
	reasonably acceptable to the Company) to cover any
	costs incurred in connection with the normal course of
	business of the Target Group, including but not
	limited to the Land Acquisition Costs after June 30,
	2009 (being the date of the latest Management
	Accounts of the Target Group) up to the Completion
	Date
“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“Business Day”	a day on which banks in Hong Kong are generally
	open for business (excluding a Saturday and a
	Sunday)
“BVI”	the British Virgin Islands
“Company”	China Resources Land Limited (華潤置地有限公司), a
	company incorporated in the Cayman Islands with
	limited liability and the Shares of which are listed on
	the Stock Exchange
“Completion”	completion of the sale and purchase of the Sale Shares
	in accordance with the provisions of the Sale and
	Purchase Agreement
“Completion Date”	the day on which Completion takes place in
	accordance with the terms of the Sale and Purchase
	Agreement
“Condition”	the condition set out in the paragraph headed
	“Condition precedent” in the letter from the Board of
	this circular

– 1 –

DEFINITIONS

“connected person(s)”	has the meaning ascribed thereto in the Listing Rules
“Consideration”	the consideration of HK$3,570.0 million payable by
	the Company for the Sale Shares under the Sale and
	Purchase Agreement
“Consideration Adjustment	the maximum consideration adjustment of HK$150.0
Cap”	million pursuant to the Sale and Purchase Agreement
“controlling shareholder”	has the meaning ascribed thereto in the Listing Rules
“CRH”	華潤（集團）有限公司(China Resources (Holdings)
	Company Limited), a company incorporated in Hong
	Kong with limited liability
“CRH Group”	CRH and its subsidiaries excluding the Group
“Day Rejoice”	Day Rejoice Limited (欣日有限公司), a company
	incorporated in the BVI with limited liability and is a
	wholly-owned subsidiary of the Vendor as at the
	Latest Practicable Date
“Deed of Indemnity”	the deed of indemnity to be entered into between the
	Vendor and the Company on Completion in relation
	to the tax liabilities of the Target Group prior to
	Completion and other liabilities as specified therein
“Directors”	the directors of the Company
“EGM”	the extraordinary general meeting of the Company to
	be convened and held on August 28, 2009 at 11:00 a.m.
	for the purpose of considering and, if thought fit,
	approving the terms of the Sale and Purchase
	Agreement and the transactions contemplated
	thereunder
“Gain Ahead”	Gain Ahead Group Limited, a company incorporated
	in the BVI with limited liability and a wholly-owned
	subsidiary of CRH
“Group”	the Company and its subsidiaries
“HIBOR”	the Hong Kong Interbank Offer Rate as at 11:00 a.m.
	(Hong Kong time) on any given quotation day for the
	offering of deposits in HK$
“HK$”	Hong Kong dollars, the lawful currency of Hong
	Kong from time to time

– 2 –

DEFINITIONS

“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser” or “Taifook Capital”
“Independent Shareholders”
“Land Acquisition Costs”
“Latest Practicable Date”
“Listing Rules”
“Management Accounts”
the Hong Kong Special Administrative Region of the PRC

the independent board committee of the Company formed by all the independent non-executive Directors to advise the Independent Shareholders on the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder

Taifook Capital Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder

Shareholders (other than CRH, the Vendor and their respective associates) who are not required to abstain from voting at the EGM
any money payable in connection with the acquisition of the ownership in and title to the properties owned by the Target Group, including but not limited to land premium, levies, imposts, other costs and expenses payable to government authority and/or third party such as relocation/settlement compensation payable to residents (individual or body corporates) of such properties
August 7, 2009, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
the Rules Governing the Listing of Securities on the Stock Exchange

the unaudited combined balance sheets of the Target Group as at December 31, 2007, December 31, 2008 and June 30, 2009 and the unaudited combined income statements of the Target Group for the two years ended December 31, 2008 and the six months ended June 30, 2009, prepared in accordance with the Hong Kong Financial Reporting Standards

– 3 –

DEFINITIONS

“Placing Announcement”	the announcement of the Company dated May 19,
	2009 regarding, amongst others, placing of the
	existing Shares which were disposed of by Gain
	Ahead to professional and institutional investors and
	the subscription of new Shares by Gain Ahead
“PRC”	the People’s Republic of China which, for the purpose
	of this circular, excludes Hong Kong, Taiwan and the
	Macau Special Administrative Region of the PRC
“Project Sites”	the Shenyang City Crossing Site (沈陽華潤中心項目),
	the Shenyang Tiexi Site (沈陽鐵西項目), the Beijing
	China Resources Hotel Site (北京華潤飯店項目) and
	the Fuzhou Hongwan Site (福州洪灣項目)
“RMB”	Renminbi, the lawful currency of the PRC from time
	to time
“SFC”	Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong), as amended, supplemented
	or otherwise modified from time to time
“Sale and Purchase Agreement”	the conditional sale and purchase agreement dated
	July 31, 2009 entered into between the Company and
	the Vendor in respect of the sale and purchase of the
	Sale Shares
“Sale Shares”	2 ordinary shares of US$1.0 each, representing the
	entire issued share capital of Day Rejoice as at the
	Latest Practicable Date, which are registered in the
	name of and beneficially owned by the Vendor and
	any additional shares to be issued by Day Rejoice to
	the Vendor on or prior to Completion (if any)
“Share(s)”	ordinary share(s) of HK$0.1 each in the share capital
	of the Company
“Shareholder(s)”	holders of the Shares
“Shareholders’ Loans”	the total amount of shareholders’ loans owed by the
	Target Group to the CRH Group (other than those
	within the Target Group) of approximately RMB347.4
	million (equivalent to approximately HK$394.2
	million) as at June 30, 2009

– 4 –

DEFINITIONS

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“sq.m.” square metres

“Target Group” Day Rejoice and its subsidiaries

“US$” United States dollars, the lawful currency of the United States of America from time to time

“Valuer” CB Richard Ellis, the independent property valuer

“Vendor” Central New Investments Limited, a company incorporated in the BVI with limited liability and is a wholly-owned subsidiary of CRH

If there is any inconsistency between the Chinese name of the entities mentioned in this circular and their English translation, the Chinese version shall prevail.

For the purposes of this circular and illustration only, conversions of RMB into Hong Kong dollars are based on the approximate exchange rates of RMB1.00000 to HK$1.13464. No representation is made that any amount in HK$ or RMB could have been or could be converted at the above rates or at any other rates.

– 5 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1109)

Executive Directors: Mr. Wang Yin (Chairman) Mr. Wu Xiangdong (Managing Director)

Non-executive Directors:

Mr. Jiang Wei Mr. Yan Biao Mr. Liu Yan Jie Mr. Li Fuzuo Mr. Du Wenmin Mr. Ding Jiemin

Independent Non-executive Directors: Mr. Wang Shi Mr. Ho Hin Ngai, Bosco Mr. Andrew Y. Yan Mr. Wan Kam To, Peter

Registered Office: Ugland House South Church Street Post Office Box 309 George Town Grand Cayman Cayman Islands British West Indies

Head Office: Room 4301 China Resources Building 26 Harbour Road Wanchai Hong Kong

August 12, 2009

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

The Board announced on July 31, 2009 (after trading hours) that the Company and the Vendor entered into the Sale and Purchase Agreement pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares representing the entire issued share capital of Day Rejoice for the Consideration of HK$3,570.0 million.

– 6 –

LETTER FROM THE BOARD

Acquisition as a connected transaction is subject to the reporting, announcement and Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Further, based on the relevant percentage ratios calculations under the Listing Rules, the Acquisition also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

This circular provides you with, among other things, (i) information on the Acquisition; (ii) the recommendation of the Independent Board Committee and advice of the Independent Financial Adviser; (iii) property valuation report on the Project Sites; and (iv) a notice of the EGM.

(A) THE SALE AND PURCHASE AGREEMENT

Date

July 31, 2009 (after trading hours)

Parties

(1) Vendor:

Central New Investments Limited, a wholly-owned subsidiary of CRH and is principally engaged in investment holding

(2) Purchaser: the Company

Sale Shares

Being the entire issued share capital of Day Rejoice as at the Latest Practicable Date of 2 ordinary shares of US$1.0 each registered in the name of and beneficially owned by the Vendor, and such additional shares as may have been issued by Day Rejoice to the Vendor prior to Completion (if any).

Consideration

HK$3,570.0 million, to be satisfied by cash payable within 3 months from the Completion Date and while such amount shall remain outstanding, interest shall accrue from the Completion Date at the rate of 125 basis points above one-month HIBOR.

The Consideration is subject to adjustment in the event that any Additional Investments shall have been made by the Vendor by means of injection of new money by the Vendor into the Target Group (as evidenced by valid official receipts or such other supporting documents reasonably acceptable to the Company) after June 30, 2009 (being the date of the latest Management Accounts of the Target Group) up to (and inclusive of) the Completion Date by increasing the Consideration by an amount equivalent to such Additional Investments made by the Vendor and such additional amount shall be paid by the Company to the Vendor by way of cash. Such adjustment shall, in any event, not exceed the Consideration Adjustment Cap of HK$150.0 million.

– 7 –

LETTER FROM THE BOARD

Condition precedent

Completion is subject to the condition that the Independent Shareholders having approved by way of poll at the EGM of the Sale and Purchase Agreement and the transactions contemplated thereunder including but not limited to the acquisition by the Company of the Sale Shares and, to the extent applicable, the transactions arising out of and in pursuance to the Sale and Purchase Agreement.

The Condition above shall not be waived in any event.

If the Condition has not been fulfilled by November 30, 2009 (or such other date as the parties to the Sale and Purchase Agreement may agree in writing), the Sale and Purchase Agreement shall thereupon become null and void.

Deed of Indemnity

Completion

Completion will take place on or before the second Business Day after the Condition has been fulfilled in accordance with the Sale and Purchase Agreement or such other date as the parties to the Sale and Purchase Agreement may agree.

– 8 –

LETTER FROM THE BOARD

(B) INFORMATION ON THE TARGET GROUP

Day Rejoice is an investment holding company and its principal assets are its indirect 100% interests in the Project Sites which comprise the Shenyang City Crossing Site (沈陽華潤中心項目), the Shenyang Tiexi Site (沈陽鐵西項目), the Beijing China Resources Hotel Site (北京華潤飯店項目) and the Fuzhou Hongwan Site (福州洪灣項目) located in the PRC. The following diagram illustrates the shareholding structure of the Target Group as at the Latest Practicable Date:

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

China Resources (Holdings) Company Limited
華潤（集團）有限公司
(Hong Kong)
100%
Central New Investments Limited
正新投資有限公司
(BVI)
100%
Day Rejoice Limited
欣日有限公司
(BVI) [ (1), (3)]
100%
Joy Pearl Investments Limited珍熹投資有限公司 Enterprises Limited 聯高企業有限公司United Goal Enterprises Limited 寶益企業有限公司Precious Gain Gold First Limited 金元有限公司
(BVI) [ (1)] (BVI) [ (1)] (BVI) [ (1)] (BVI) [ (1)]
100% 100% 100% 100%
Whole Chance Limited(Hong Kong) 運珍有限公司 [ (1)] 華潤置地（沈陽）有限公司China Resources Land (Shenyang) Co., Ltd. (PRC) [ (2)] 華潤（沈陽）地產有限公司China Resources Properties (Shenyang) Co., Ltd (PRC) [ (2)] Data Century Investment Limited 訊升投資有限公司(Hong Kong) [ (1)]
100%
100%
Development Co., Ltd.華潤置地（福州）China Resources Land (Fuzhou) 發展有限公司 China Resources Land 華潤置地（福州）(Fuzhou) Co., Ltd.有限公司 China Resources Hotel 華潤飯店有限公司Company Limited (PRC) [ (2)]
(PRC) [ (2)] (PRC) [ (2)]
Fuzhou Hongwan Site [ (3)] Shenyang Tiexi Site [ (3)] Shenyang City Crossing Site [ (3)] Beijing China Resources Hotel Site [ (3)]
----- End of picture text -----

Notes:

Each of them is principally engaged in investment holding.
Each of them is principally engaged in property development and investment holding.
Day Rejoice had 100% indirect interests in the Project Sites as at the Latest Practicable Date.

– 9 –

LETTER FROM THE BOARD

Set out below are certain unaudited combined financial information on the Target Group for each of the two financial years ended December 31, 2008 and for the six months ended June 30, 2009, prepared in accordance with the Hong Kong Financial Reporting Standards:

		For the year	For the year	For the six
		ended	ended	months
		December	December	ended June
		31, 2007	31, 2008	30, 2009
		HK$‘million	HK$‘million	HK$‘million
Loss	before taxation	(13.0)	(44.3)	(29.7)
Loss	attributable to shareholder
of	Day Rejoice	(11.5)	(42.5)	(29.7)

As at June 30, 2009, the unaudited combined net book value of the Target Group was approximately HK$3,063.8 million. As at June 30, 2009, the total amount of the Shareholders’ Loans owed by the Target Group to the CRH Group (other than those within the Target Group) was approximately RMB347.4 million (equivalent to approximately HK$394.2 million). The Shareholders’ Loans are unsecured and interest-free. The Shareholders’ Loan is intended to be repaid within 5 days after Completion and to be financed by internal resources of the Company.

Shenyang City Crossing Site (沈陽華潤中心項目)

The City Crossing in Shenyang is the third “City Crossing” urban complex developed by the CRH Group in the PRC. The site is located at south of Wenyi Road, west of Qingnianda Street, Heping District, Shenyang City, Liaoning Province, PRC, which is also the original site of Sports Stadium of Liaoning Province. The project has a total site area of approximately 81,069 sq.m.. With an allowed plot ratio of 4.5, the total gross floor area of the site is approximately 524,311 sq.m. (including underground areas). The total investment is estimated to be approximately HK$5,000.0 million.

The project is expected to be developed in four phases. Phase one consists of a high-end shopping mall named “The Mixc” (萬象城), an international grade 5-A office building named “China Resources Building” and car-parking spaces. The Mixc is expected to be completed and launched in early 2011. Phase two is a grand five-star hotel which is expected to be completed and launched in 2014. Phase three consists of approximately 741 high-end residential units, the pre-sale of which is scheduled to commence in 2010. Phase four is proposed to be developed as a service apartment and commercial complex. The entire project is expected to be completed by the end of 2014.

Based on the information provided by the Vendor, application has been made to relevant land authority in the PRC for increase of plot ratio of the site from 4.5 to 5.3. If the application is approved, it is expected that the investment yield of the development will further be enhanced.

– 10 –

LETTER FROM THE BOARD

Shenyang Tiexi Site (沈陽鐵西項目)

The Shenyang Tiexi Site consists of two proposed development, namely China Resources Arch (華潤•凱旋門) in the eastern portion of the site and the Landmark (置地廣場) in the western portion of the site:

China Resources Arch (華潤•凱旋門)

The China Resources Arch is located at No. 58 Jianshedong Road, Tiexi District, Shenyang City, Liaoning Province, PRC and extends to Jianshedai Road in the south, Aigong Street in the west, Xinggong Street in the east. The development has a total site area of approximately 96,844 sq.m., and a total gross floor area of approximately 340,000 sq.m. (including underground area). The China Resources Arch is a luxurious metropolitan residential complex based on world-class design concepts with ancillary commercial facilities and car-parking spaces. With comprehensive traffic structure and magnificent greenery of the gardens, the development offers a serene and tranquil environment for its residents.

The development is currently expected to be developed in three phases. Phase one is expected to consist of 555 residential units and the presale of which is planned to be launched in August 2009. Phase two is expected to comprise residential units and ancillary commercial facilities and phase three is expected to comprise service apartments. The entire project is currently planned to be completed in or around 2012.

The Landmark (置地廣場)

The Landmark comprises two parcels of land respectively located at No.158 Jianshedong Road and No. 45 Xinghuabei Street, Tiexi District, Shenyang City, Liaoning Province, PRC. It is adjacent to “the Golden Cross” (十字金廊) in Shenyang and enjoys a close proximity to two prime commercial areas, namely the Tiexi District and Taiyuan Street. It has a total site area of approximately 65,804 sq.m., and a total gross floor area of approximately 601,472 sq.m. (including underground area). The development is proposed to have a well- balanced mix of commercial and residential elements, including hotel, retail, entertainment, leisure and high-end residence. The development is also well-served by an extensive public transportation network, including the metro line number one.

The development is currently expected to be developed in three phases and the construction of the residential units are currently planned to be commenced in 2010.

Beijing China Resources Hotel Site (北京華潤飯店項目)

The Beijing China Resources Hotel Site is located at No. 35 Jianguo Road, Chaoyang District, Beijing, PRC, having a site area of approximately 18,031 sq.m.. Situated on such parcel of land is currently a four-star hotel named “China Resources Hotel” (華潤飯店) which has 26 storeys (including 3 storeys in the

– 11 –

LETTER FROM THE BOARD

underground portion) with the total gross floor area of approximately 62,282 sq.m.. The hotel currently comprises 581 guest rooms, 30 conference rooms as well as a variety of ancillary facilities.

The hotel is located next to Sihui East Subway Station on route number one of the Beijing Subway, with close proximity to the Red Sandalwood Museum and 8-minutes driving distance from the World Trade Centre.

China Resources Hotel commenced operation for business in 1992. To better position the hotel to capture future potential growth in demand for hotel rooms in the region as a result of the expected expansion of the central business district of Beijing towards the east, China Resources Hotel ceased its operation in September 2008 and is currently contemplated to be redeveloped into a combined hotel, service apartment and commercial development.

Fuzhou Hongwan Site (福州洪灣項目)

The Fuzhou Hongwan Site is located on Nantai Island, the largest island in Minjiang River, Fuzhou City, with the Feifeng Mountain at the back and facing Wulongjiang River. The site enjoys an approximately 1500-metre long panoramic view of the river. The development is located at land portion numbers 2008-06 and 2008-07, west of Hongwan Road, east of Third Ring Road, north of Fengshan Road, Cangshan District, Fuzhou, PRC. The site has a total area of approximately 360,117 sq.m., and a total gross floor area of approximately 832,826 sq.m. (including the underground area). The site is for a proposed commercial and residential development project, consisting courtyard villas, multi-storey residential blocks, and centralized commercial properties. The 2008-06 land portion is expected to be developed in four phases and the completion of which is scheduled in 2012. The total gross floor area in phase one is currently contemplated to be approximately 117,169 sq.m. (including the underground area), consisting of 22 courtyard villas (with 246 residential units), a commercial space of gross floor area of approximately 4,553 sq.m. and a total of 559 car parking spaces. Scheduled to presale in early 2010, phase one offers courtyard villas which are of unique and unprecedented type of development in Fuzhou City.

(C) BASIS OF CONSIDERATION

The Consideration, being HK$3,570.0 million, has been arrived at after arm’s length negotiations between the Company and the Vendor and was determined with reference to the Vendor’s attributable interest in the unaudited adjusted combined net asset value of the Target Group as at June 30, 2009 of approximately HK$3,853.3 million which is derived from the sum of (i) the Vendor’s attributable interest in the combined net book value of the Target Group per the Management Accounts as at June 30, 2009 of approximately HK$3,063.8 million; and (ii) increase in value of the Project Sites of approximately HK$789.5 million, being the difference between the appraised value of the Project Sites (Note: valuation for the Shenyang City Crossing Site was conducted on the basis of plot ratio of 4.5) and the net book value of the Project Sites as at June 30, 2009, net of deferred taxation. The Consideration represents a discount of approximately 7.35% to the adjusted

– 12 –

LETTER FROM THE BOARD

combined net asset value of the Target Group as at June 30, 2009. The Consideration is approximately 5.43% above the total historical costs of Day Rejoice made by the CRH Group of approximately HK$3,386.0 million.

As the Consideration will be satisfied by cash, shareholding in the Company of the Independent Shareholders will not be diluted as a result of the Acquisition. The Directors, including the independent non-executive Directors, consider that the basis of the Consideration is fair and reasonable, and the settlement of the Consideration by cash is beneficial to the Company and the Shareholders as a whole.

The appraised value of the Project Sites as at June 30, 2009 is prepared by CB Richard Ellis Limited, an independent property valuer (not being connected with the Company or any of its connected persons), based on a direct comparison approach (that is, by reference to comparable sales evidence available in the relevant market). A valuation report containing such information is included in Appendix I to this circular.

(D) REASONS FOR AND BENEFITS OF THE ACQUISITION

The principal business activity of the Group is property investment, development and management in the PRC.

As disclosed in the Placing Announcement, the Company intended to use the net proceeds from the subscription of new Shares by Gain Ahead under a top up placing of the Company for, among other things, future acquisitions of land bank. The Directors believe that the Acquisition represents an excellent opportunity for the Group to apply the proceeds to increase its land bank in Beijing, Shengyang and Fuzhou. The increase in land bank in such cities is strategically important to long-term development of the Group as the Directors believe that the demand for high quality properties in these cities will continue to increase as a result of their continuous improving economic environment. Following the Acquisition, the land bank of the Group (in terms of gross floor area) will be increased by approximately 2,360,891 sq.m. (on the basis of plot ratio of 4.5 for the Shenyang City Crossing Site).

Upon Completion, Day Rejoice will become a wholly-owned subsidiary of the Company and, accordingly, the financial results of Day Rejoice will be consolidated into the financial statements of the Company. The Directors consider that immediately upon Completion, the Acquisition will not have material impact on the Group’s total assets, liabilities and result.

The Directors, including the independent non-executive Directors, are of the view that (a) the Sale and Purchase Agreement is on normal commercial terms which are fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (b) the Shareholders’ Loans were provided on terms which are more favorable than normal commercial terms for the benefit of the Target Group as they are unsecured and interest-free.

– 13 –

LETTER FROM THE BOARD

(E) LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, the Vendor is a wholly-owned subsidiary of CRH which is the controlling shareholder of the Company. As such, the Vendor and CRH are both connected persons of the Company within the meaning of the Listing Rules and therefore, the entering into of the Sale and Purchase Agreement constitutes a connected transaction for the Company. As certain of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 2.5%, the Acquisition as a connected transaction is subject to the reporting, announcement and Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Further, based on the relevant percentage ratios calculations under the Listing Rules, the Acquisition also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

In relation to the Shareholders’ Loans, given they were provided on terms which are more favorable than normal commercial terms for the benefit of the Target Group where no security over the assets of the Target Group is granted in respect of the Shareholders’ Loans, pursuant to Rule 14A.65(4) of the Listing Rules, such financial assistance is exempted from the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

(F) GENERAL

The Independent Board Committee has been established to advise the Independent Shareholders in respect of the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder. Taifook Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in the same regard.

Your attention is drawn to the letters from the Independent Board Committee and the Independent Financial Adviser as set out in this circular. As set out in the letter from the Independent Board Committee, members of the Independent Board Committee consider that the terms of the Sale and Purchase Agreement are fair and reasonable as far as the Independent Shareholders are concerned and that the entering into of the Sale and Purchase Agreement are in the interests of the Company and the Independent Shareholders as a whole. Your attention is also drawn to the appendices to this circular.

(G) EXTRAORDINARY GENERAL MEETING

You will find on pages 65 to 66 of this circular a notice of the EGM to be held at Salon III and IV, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on August 28, 2009 at 11:00 a.m. for the purpose of considering and, if thought fit, approving the Sale and Purchase Agreement and the transactions contemplated thereunder. In accordance with the Listing Rules, connected persons of the Company who have material interests in the Acquisition (which are different from those of the Independent Shareholders), are required to abstain from voting in respect of the resolutions approving the Sale and Purchase Agreement and the transactions contemplated thereunder. As a

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LETTER FROM THE BOARD

result, each of CRH, the Vendor and their respective associates, holding in an aggregate interest of 63.13% in the Company, will abstain from voting on the aforesaid resolution. Pursuant to Rule 13.39(4) of the Listing Rules, the resolution relating to the Sale and Purchase Agreement and the transactions contemplated thereunder must be taken by poll at the EGM.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the meeting in person, you are requested to complete this form of proxy in accordance with the instructions printed thereon and deposit the same at Tricor Standard Limited, the branch share registrar of the Company, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM. The completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

Yours faithfully, For and on behalf of the Board CHINA RESOURCES LAND LIMITED WANG Yin Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation to the Independent Shareholders from the Independent Board Committee regarding the terms of the Sale and Purchase Agreement for the purpose of incorporation in this circular:

==> picture [306 x 68] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

August 12, 2009

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders in respect of terms of the Sale and Purchase Agreement and the transactions contemplated thereunder, details of which are set out in the letter from the Board of the circular dated August 12, 2009 (the “Circular”) to the Shareholders of which this letter forms a part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used in this letter.

Your attention is drawn to the advice of the Independent Financial Adviser in respect of terms of the Sale and Purchase Agreement and the transactions contemplated thereunder as set out in the letter from the Independent Financial Adviser in the Circular. Having taken into account the advice of the Independent Financial Adviser, we consider that the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable as far as the Independent Shareholders are concerned and that the entering into of the Sale and Purchase Agreement are in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Sale and Purchase Agreement and the trsanctions contemplated thereunder.

Yours faithfully, Independent Board Committee Wang Shi Ho Hin Ngai, Bosco Andrew Y. Yan Wan Kam To, Peter Independent Non-executive Directors

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LETTER FROM TAIFOOK CAPITAL

The following is the letter of advice to the Independent Board Committee and Independent Shareholders from Taifook Capital Limited for the purpose of incorporation into this circular.

25th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

August 12, 2009

To the Independent Board Committee and the Independent Shareholders

China Resources Land Limited Room 4301 China Resources Building 26 Harbour Road Wanchai Hong Kong

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders with respect to the terms of the Sale and Purchase Agreement, details of which are set out in the letter (the “Letter”) from the Board contained in the circular (the “Circular”) of the Company dated August 12, 2009, of which this letter forms part. Terms used in this letter shall have the same respective meanings as those defined in the Circular unless the context otherwise requires.

As referred to in the Letter, on July 31, 2009 (after trading hours), the Company and the Vendor entered into the Sale and Purchase Agreement pursuant to which the Company has conditionally agreed to acquire and the Vendor has conditionally agreed to sell the Sale Shares, representing the entire issued share capital of Day Rejoice, for the consideration of HK$3,570.0 million.

Day Rejoice is an investment holding company and its principal assets are its indirect interests in the Project Sites which comprise the Shenyang City Crossing Site (沈陽華潤中心項目), the Shenyang Tiexi Site (沈陽鐵西項目), the Beijing China Resources Hotel Site (北京華潤飯店項目) and the Fuzhou Hongwan Site (福州洪灣項目) located in the PRC.

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LETTER FROM TAIFOOK CAPITAL

As at the Latest Practicable Date, the Vendor is a wholly-owned subsidiary of CRH which is a controlling shareholder. As such, the Vendor and CRH are both connected persons of the Company within the meaning of the Listing Rules and therefore, the entering into of the Sale and Purchase Agreement constitutes a connected transaction for the Company. As certain of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Acquisition exceed 2.5%, the Acquisition as a connected transaction is subject to the reporting, announcement and Independent Shareholders’ approval requirements set out in Chapter 14A of the Listing Rules. Further, based on the relevant percentage ratios calculations under the Listing Rules, the Acquisition also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The Independent Board Committee comprising all independent non-executive Directors, namely Mr. Wang Shi, Mr. Ho Hin Ngai, Bosco, Mr. Andrew Y. Yan and Mr. Wan Kam To, Peter, has been established to advise the Independent Shareholders in respect of the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder and whether or not to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder. In our capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to provide the Independent Board Committee and the Independent Shareholders with an independent opinion and recommendation as to whether the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, the businesses to be conducted by the Target Groups are consistent with the ordinary and usual course of business of the Group and the entering into of the Sale and Purchase Agreement is in the interests of the Group and the Independent Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our recommendation, we have relied on the information, financial information and facts supplied to us and representations expressed by the Directors and/or management of the Group and have assumed that all such information, financial information and facts and any representations made to us, or referred to in the Circular, in all material aspects, are true, accurate and complete as at the time they were made and as at the date of the Circular, has been properly extracted from the relevant underlying accounting records (in the case of financial information) and made after due and careful inquiry by the Directors and/or the management of the Group. The Directors and/or the management of the Group have confirmed that, after having made all reasonable enquiries and to the best of their knowledge and belief, all relevant information has been supplied to us and that no material facts have been omitted from the information supplied and representations expressed to us. We have also relied on certain information available to the public and have assumed such information to be accurate and reliable. We have no reason to doubt the completeness, truth or accuracy of the information and facts provided and we are not aware of any facts or circumstances which would render such information provided and representations made to us untrue, inaccurate or misleading.

Our review and analyses were based upon, among others, the information provided by the Group including the Sale and Purchase Agreement, the annual report of the Company for the year ended December 31, 2008 (the “2008 Annual Report”), the Circular and the valuation report (the “Valuation Report”) of the Project Sites prepared by the Valuer as contained in the Circular.

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LETTER FROM TAIFOOK CAPITAL

In addition to the information provided by the Group, we have also reviewed the statistics and other information published on the official websites of National Bureau of Statistics of China (中國人民共和國國家統計局), Beijing Municipal Bureau of Statistics (北京市統計局), Shenyang Bureau of Statistics (沈陽市統計局), Fuzhou Municipal People’s Government (福州市人民政府) and National Tourism Administration of the PRC.

We have also discussed with the Directors and/or the management of the Group with respect to the terms of and reasons for the entering into of the Sale and Purchase Agreement, and consider that we have reviewed sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information nor have we conducted any form of in-depth investigation into the businesses, affairs, financial position or prospects of the Group or that of CRH and the Target Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the terms of the Sale and Purchase Agreement, we have considered the following principal factors and reasons:

1 The Acquisition

1.1 Background information

1.1.1 Information on the Group

The Group is principally engaged in property development, investment and management in the PRC. The Group also provides certain value added services, such as construction and decoration services in the PRC. Set out below is a summary of the financial highlights of the Group for the two years ended December 31, 2008 as extracted from the 2008 Annual Report:

	For	the year ended	December 31,	2008	For	the year ended	December 31,	2007
		Property	Construction			Property	Construction
	Sale of	investments	and		Sale of	investments	and
	developed	and	decoration		developed	and	decoration
	properties	management	services	Consolidated	properties	management	services	Consolidated
	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000	HK$’000
Revenue	6,949,401	1,131,177	1,053,027	9,133,605	4,333,536	986,362	361,197	5,681,095
Segment results	1,814,018	1,021,684	66,368	2,902,070	1,200,551	1,297,377	13,492	2,511,420
Net profit for the year
attributable to equity holders
of the Company				2,037,631				1,431,082
Gross profit margin				35.67%				36.68%
Net profit margin				22.90%				25.97%

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LETTER FROM TAIFOOK CAPITAL

As shown from the above, the Group has delivered satisfactory performance in both segments of “sale of developed properties” and “property investments and management” in the year 2008. In addition, the Group has recorded encouraging performance of the construction and decoration services, which was acquired in the first half of the year 2007. The Group recorded consolidated turnover of approximately HK$9,133.6 million for the year ended December 31, 2008, representing an increase of approximately 60.77% over consolidated turnover of approximately HK$5,681.1 million for the year ended December 31, 2007 and net profit attributable to the equity holders of the Company of approximately HK$2,037.6 million for the year ended December 31, 2008, representing an increase of approximately 42.38% over that of approximately HK$1,431.1 million for the year ended December 31, 2007. As set out in the 2008 Annual Report, driven by the substantial increase in the sale of residential properties and higher average selling prices for most of the projects and an increased portion of revenue coming from high margin projects, turnover from the sale of developed properties has increased by approximately 60.36% from approximately HK$4,333.5 million for the year ended December 31, 2007 to approximately HK$6,949.4 million for the year ended December 31, 2008. For property investment and management business, given the persistent high occupancy rate and the rising rental income, turnover from this business segment increased by approximately 14.68% from approximately HK$986.4 million for the year ended December 31, 2007 to approximately HK$1,131.2 million for the year ended December 31, 2008. In addition, the Group has recorded a gross profit margin and a net profit margin of approximately 35.67% (2007: 36.68%) and 22.90% (2007: 25.97%) respectively for the year ended December 31, 2008.

1.1.2 Information of the Target Group

The Acquisition involves the transfer by the Vendor to the Company of the entire issued share capital of Day Rejoice, the principal assets of which are its indirect 100% interests in (i) the Shenyang City Crossing Site (沈陽華潤中心項目); (ii) the Shenyang Tiexi Site (沈陽鐵西項目); (iii) the Beijing China Resources Hotel Site (北京華潤飯店項目); and (iv) the Fuzhou Hongwan Site (福州洪灣項目) located in the PRC. Set out below are the relevant background information on the Project Sites.

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LETTER FROM TAIFOOK CAPITAL

1.1.2.1 The Project Sites

Property Type of use Shenyang City Crossing Site (沈陽華潤中心項目) south of Wenyi Road, west of Qingnianda Street, Heping District, Shenyang City, Liaoning Province, the PRC Residential, commercial, office, car park and hotel Shenyang Tiexi Site (沈陽鐵西項目) – (a) China Resources Arch (華潤‧凱旋門) No.58 Jianshedong Road, Tiexi District, Shenyang City, Liaoning Province, the PRC Residential, commercial and car park (b) The Landmark (置地廣場) No.158 Jianshedong Road and No. 45 Xinghuabei Street, Tiexi District, Shenyang City, Liaoning Province, the PRC Residential, commercial and hotel Beijing China Resources Hotel Site (北京華潤飯店項目) No. 35 Jianguo Road, Chaoyang District, Beijing, the PRC Commercial and hotel Fuzhou Hongwan Site (福州洪灣項目) Land portion numbers 2008-06, west of Hongwan Road, east of Third Ring Road, north of Fenshang Road, Cangshan District, Fuzhou City, Fujian Province, the PRC Residential, commercial and hotel Land portion numbers 2008-07, west of Hongwan Road, east of Third Ring Road, north of Fengshan Road, Cangshan District, Fuzhou City, Fujian Province, the PRC Residential, commercial and hotel Total	Total approximate site area sq.m. 81,069 96,844 65,804 18,031 188,082 172,035 621,865	Proposed total approximate gross floor area (“GFA”) sq.m. 524,311 340,000 601,472 62,282 465,918 366,908 2,360,891	Valuation attributable to the Target Group as at June 30, 2009 Equity interest held by the Target Group RMB’ million 1,241.0 100% 441.0 100% 476.0 100% 395.0 100% 1,114.0 100% 128.0 100% 3,795.0

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LETTER FROM TAIFOOK CAPITAL

Note: The figures are extracted from the Valuation Report as set out in Appendix I to the Circular.

(i) Shenyang City Crossing Site (沈陽華潤中心項目)

The City Crossing at Shenyang is the third “City Crossing” urban complex developed by the CRH Group in the PRC. The site is located at south of Wenyi Road, west of Qingnianda Street, Heping District, Shenyang City, Liaoning Province, the PRC, which is also the original site of Sports Stadium of Liaoning Province. The project has a total site area of approximately 81,069 sq.m., and a total gross floor area of approximately 524,311 sq.m. (including underground area).

As set out in the Letter, the project is expected to be developed in four phases. Phase one consists of a high-end shopping mall named “The Mixc” (萬象城), an international grade 5-A office building named “China Resources Building” with car-parking spaces. The Mixc is expected to be completed and launched in early 2011. Phase two is a grand five-star hotel which is expected to be completed and launched in 2014. Phase three consists of approximately 741 high-end residential units, the pre-sale of which is scheduled to commence in 2010. Phase four is proposed to be developed as service apartment and commercial complex. The entire project is expected to be completed by the end of 2014.

(ii) Shenyang Tiexi Site (沈陽鐵西項目)

The Shenyang Tiexi Site consists of two proposed development, namely (a) China Resources Arch (華潤‧凱旋門) in the eastern portion of the site and (b) the Landmark (置地廣場) in the western portion of the site as described below:

(a) China Resources Arch (華潤‧凱旋門)

The China Resources Arch is located at No. 58 Jianshedong Road, Tiexi District, Shenyang City, Liaoning Province, the PRC and extends to Jianshedai

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LETTER FROM TAIFOOK CAPITAL

Road in the south, Aigong Street in the west, Xinggong Street in the east. The development has a total site area of approximately 96,844 sq.m., and a gross floor area of approximately 340,000 sq.m. (including underground area). The China Resources Arch is a luxurious metropolitan residential complex based on world-class design concepts with ancillary commercial facilities and car-parking spaces. With comprehensive traffic structure and magnificent greenery of the gardens, the development offers a serene and tranquil environment for its resident.

(b) The Landmark (置地廣場)

The Landmark comprises two parcels of land respectively located at No. 158 Jianshedong Road, No. 45 Xinghuabei Street, Tiexi District, Shenyang City, Liaoning Province, the PRC. It is adjacent to “the Golden Cross” (十字金廊) " in Shenyang and enjoys a close proximity to two prime commercial areas, namely the Tiexi District and Taiyuan Street. It has a total site area of approximately 65,804 sq.m., and a total gross floor area of approximately 601,472 sq.m. (including underground area).

The development is proposed to have a well-balanced mix of commercial and residential elements, including hotel, retails, entertainment, leisure and high-end residence. The development is also well-served by an extensive public transportation network, including the metro line number one.

The development is currently expected to be developed in three phases and the construction for the residential units is currently planned to commence in 2010.

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LETTER FROM TAIFOOK CAPITAL

(iii) Beijing China Resources Hotel Site (北京華潤飯店項目)

The Beijing China Resources Hotel Site is located at No. 35 Jianguo Road, Chaoyang District, Beijing, the PRC, having a site area of approximately 18,031 sq.m.. Situated on such parcel of land is currently a four-star hotel named “China Resources Hotel” (華潤飯店) which has 26 storeys (including 3 storeys in the underground portion) with the total gross floor area of approximately 62,282 sq.m.. The hotel currently comprises 581 guest rooms, 30 conference rooms as well as a variety of ancillary facilities.

The hotel is located next to Sihui East Subway Station on route number one of the Beijing Subway, with close proximity to the Red Sandalwood Museum and around 8-minutes driving distance from the World Trade Centre.

(iv) Fuzhou Hongwan Site (福州洪灣項目)

The Fuzhou Hongwan Site is situated on Nantai Island, the largest island in Minjiang River, Fuzhou City, with the Feifeng Mountain at the back and facing Wulongjiang River. The site enjoys an approximately 1500-metre long panoramic view of the river. The development is located at land portion numbers 2008-06 and 2008-07, west of Hongwan Road, east of Third Ring Road, north of Fengshan Road, Cangshan District, Fuzhou City, Fujian Province, the PRC. The site has a total area of approximately 360,117 sq.m., and a total gross floor area of approximately 832,826 sq.m. (including the underground area). The site is for a proposed commercial and residential development project, consisting courtyard villas, multi-storey residential blocks, and centralized commercial properties. The 2008-06 land portion is expected to be developed in four phases and the completion of which is scheduled in 2012. The total gross floor area in phase one is currently contemplated to be approximately 117,169 sq.m.

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LETTER FROM TAIFOOK CAPITAL

(including the underground area), consisting 22 courtyard villas (with 246 residential units), a commercial space of gross floor area of approximately 4,553 sq.m. and a total of 559 car parking spaces. Scheduled to presale in early 2010, phase one offers courtyard villas which are of unique and unprecedented type of development in Fuzhou City.

1.1.2.2 Financial information on the Target Group

Set out below are certain unaudited combined financial results of the Target Group for each of the two financial years ended December 31, 2008 and for the six months ended June 30, 2009, prepared in accordance with the Hong Kong Financial Reporting Standards:

Loss before taxation Loss attributable to the shareholder of Day Rejoice	For the year ended December 31, 2007 HK$‘million (13.0) (11.5)	For the year ended December 31, 2008 HK$‘million (44.3) (42.5)	For the six months ended June 30, 2009 HK$‘million (29.7) (29.7)

1.2 Prospects of the PRC market

1.2.1 General economic information of the PRC

According to the statistical data released on February 26, 2009 by National Bureau of Statistics of China, the PRC’s gross domestic products (“GDP”) increased from approximately RMB7,955.3 billion in 1998 to approximately RMB30,067 billion in 2008, representing a compound annual growth rate (“CAGR”) of approximately 14.2%, which signified the sustained rapid growth of the PRC economy. Further, National Bureau of Statistics of China released on July 16, 2009 the PRC’s latest GDP for the first half of the year 2009 of approximately RMB13,986.2 billion, representing a period-to-period increase of approximately 7.1%.

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LETTER FROM TAIFOOK CAPITAL

Furthermore, set out below are the relevant key statistics in relation to the general economic conditions and the property market of the cities at which the Project Sites are located as extracted from the information published by the bureau of statistics of respective cities. We note that the GDP and the annual disposable income of urban resident per capita of those cities where the Project Sites are situated have sustainable growth, which in turn, boost the demand for the high quality property market segment.

	Beijing	Shenyang	Fuzhou
GDP(RMB’ billion)
2008	1,048.8	386.1	228.4
1998	237.6	90.7	90.7
CAGR	16.0%	15.6%	9.7%
Annual disposable
income of urban resident
per capita(RMB)
2008	24,725.0	17,295.0	19,009.0
1998	8,472.0	5,850.0*	7,098**
CAGR	11.3%	14.5%	11.6%**
Selling price index of
property market
2008	109.5	104.6	103.9
2007	111.4	106.1	106.8
2006	108.8	106.6	106.7
2005	106.7	107.5	103.9
2004	103.7	115.9	103.6
2003	100.3	107.6	101.1

Source: Bureaux of statistics of Beijing, Shenyang and Fuzhou

The figure quoted was the annual disposable income of urban resident per capita of Shenyang for the year 2000 for reference only as no relevant information is available for the year 1998 and 1999.
** The figures quoted was the annual disposable income of urban resident per capita of Fuzhou for the year 1999 for reference only as no relevant information is available for the year 1998.

1.2.2 Prospects of the PRC property market

Property trading market

The chart below shows the month-to-month price movement of properties sold in 70 major cities in the PRC since January 2008.

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LETTER FROM TAIFOOK CAPITAL

Month-to-month price movement for properties sold in 70 major cities in the PRC

==> picture [249 x 173] intentionally omitted <==

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

70
60
50
40
30
20
10
0
Number of cities report Number of cities report
month-to-month price growth month-to-month price decline
Jan-08Feb-08Mar-08Apr-08May-08Jun-08Jul-08Aug-08Sep-08Oct -08Nov-08Dec -08Jan-09Feb-09Mar-09Apr-09May-09Jun-09
----- End of picture text -----

Source: National Development and Reform Commission

We note that there was a general trend of price decline of properties sold in the major 70 cities in the PRC in the year 2008. This was mainly due to the various austerity measures exercised by the PRC government in recent years to maneuver the rapid growth of the PRC property market and the global financial crisis in the year 2008. Nevertheless, with the view of restoring the PRC economy adversely affected by this financial crisis and achieving its target economy growth rate of 8% for the year 2009, the PRC government adopted several measures including, among others, a RMB4 trillion stimulus package in late 2008 and the cut of the benchmark deposit rate for four times and of the benchmark lending rate for five times since September 2008. Further, in respect of the PRC property industry, in late 2008, the PRC government introduced preferential policies including, among others, waiving of stamp duty and introduction of land value added tax breaks for certain housing transactions, lowering of mortgage rates and the percentage of down payment for certain first-time home purchasers, lowering the amount charged for the business tax when selling properties and encouraging banks to provide mortgages. We note that after the abovementioned policies released and exercised by the PRC government, the price of properties sold in the PRC started to rise since December 2008. With respect to the price of the properties sold in Beijing, Shenyang and Fuzhou, thanks to the stimulating policies released by the PRC government, the pricing trend has also reflected the similar effect as illustrated in the chart below.

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LETTER FROM TAIFOOK CAPITAL

Monthly price movement in Beijing, Shenyang and Fuzhou

==> picture [283 x 181] intentionally omitted <==

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

Previous Month = 100
101.5
101.0
100.5
100.0
99.5
99.0
98.5
Monthly price Monthly price Monthly price
movement in Beijing movement in Shenyang movement in Fuzhou
Jan-08Feb-08Mar-08Apr-08 May-08Jun-08 Jul-08 Aug-08Sep-08Oct-08 Nov-08Dec-08Jan-09Feb-09 Mar-09Apr-09 May-09Jun-09
----- End of picture text -----

Source :National Development and Reform Commission

In respect of the total GFA sold, except for the year 2008 which was the year when the effect of austerity measures on the property market exercised by the PRC government in the recent year started to immense and the year when the global financial crisis exposed, the property market in the PRC was generally prosperous in the recent decade. As shown in the table below, the total GFA sold in the PRC, Beijing and Shenyang kept increasing each year from 2003 to 2008 depicting the strong demand of properties in the PRC and these two cities. On the other hand, we note the total GFA sold in Fuzhou in the year 2006 and 2007 was comparatively stable.

	the PRC	Beijing	Shenyang	Fuzhou
Total GFA sold
(million sq.m.)
2008	620.89	13.35	14.65	3.44
2007	773.55	21.77	14.62	6.46
2006	618.57	26.08	12.44	6.65
2005	554.86	28.03	9.96	N/A**
2004	382.32	24.72	5.24*	N/A**
2003	337.18	18.96	3.25*	N/A**

Source: National Bureau of Statistics of China and the bureaux of statistics of Beijing, Shenyang and Fuzhou

The figure quoted was the total saleable area sold in Shenyang for the years 2003 and 2004 for reference only as no information of total GFA sold in Shenyang is available for these two years.
** The figures of total GFA sold in Fuzhou from year 2003 to 2005 are not available for public.

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LETTER FROM TAIFOOK CAPITAL

Based on the above, we believe that the long term prospects of the PRC economy and the property market shall remain strong given the macro-measures taken by the PRC government.

Rental market for commercial properties

We note from the graphs below that the annual living expenditure of urban households per capita in the PRC, Beijing and Fuzhou and the spending in the wholesale and retail market kept increasing and such increase will in turn encourage the demand for rental of the commercial properties. In addition, given the sustainable growth of the GDP of the PRC, Beijing and Fuzhou (the cities where the Project Sites with commercial element are situated) as shown above under the section headed “1.2.1 General economic information of the PRC”, demand for the rental of the commercial properties is expected to be sustainable and positive.

Annual living expenditure of urban households per capita in PRC, Beijing and Fuzhou

==> picture [261 x 167] intentionally omitted <==

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

RMB
17,000
15,500
14,000
12,500
11,000
9,500
8,000
6,500
5,000
2003 2004 2005 2006 2007 2008
The PRC Beijing Fuzhou
----- End of picture text -----

Source: National Bureau of Statistics of China and the bureaux of statistics of Beijing and Fuzhou

No public information regarding the annual living expenditure of urban households per capita in the PRC is available for the year 2008

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LETTER FROM TAIFOOK CAPITAL

Revenue derived from the wholesale and retail market in the PRC and Beijing

==> picture [287 x 172] intentionally omitted <==

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

RMB Billion
12,000
10,000
8,000
6,000
4,000
2,000
0
2003 2004 2005 2006 2007
The PRC The PRC Beijing Beijing
wholesale market retail market wholesale market retail market
----- End of picture text -----

Source: National Bureau of Statistics of China and the bureau of statistics of Beijing

# No public information regarding the revenue derived from the wholesale and retail markets in Fuzhou is available for the year 2003 to 2007

1.2.3 Prospects of the hotel industry in the PRC

According to the statistical information released by National Bureau of Statistics of China, revenues derived from the star-rated hotels kept increasing from approximately RMB117,050 million to approximately RMB180,430 million for the year 2004 to 2007, representing CAGR of approximately 15.5% and the number of star-rated hotels in the PRC increased from 9,751 to 13,583 from year 2003 to 2007, representing CAGR of approximately 8.6%. This has been backed by the promising improvement of the international tourism and domestic tourism of the PRC in the recent decade. With reference to the latest figures released by the National Bureau of Statistic of China and National Tourism Administration of the PRC, we note that (1) the number of overseas visitors arrived in the PRC has increased from approximately 91.7 million to approximately 130.0 million for the year 2003 to 2008, representing CAGR of approximately 7.2%; and (2) the yearly foreign exchange earnings from international tourism from approximately USD17,406 million to approximately USD40,843 million for the year 2003 to 2008, representing CAGR of approximately 18.6%. Based on the latest figures released by National Bureau of Statistic of China and the National Tourism Administration of the PRC, the yearly earnings from domestic tourism has increased from approximately RMB344,227 million to approximately RMB874,900 million from the year 2003 to 2008, representing CAGR of 20.51%.

1.3 Reasons for and benefits of the Acquisition

As stated in the 2008 Annual Report, the Group aimed to become a competitive and leading integrated provider of quality property products and services in the real estate market in the PRC and an industry leader both in terms of business scale and profitability in the coming years. Given the

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LETTER FROM TAIFOOK CAPITAL

business and financial performance of the Group in recent years, the Group persistently pursued its business strategy to enhance productivity along the full value chain of all property segments by way of differentiation in its product design and integration of its services, and to cater for the increasing demand for residential properties from middle to high end customers, rental premises from brand retailers and office space from high end corporate clients.

The Group has replenished 6 parcels of land sites in 2008 extending its geographical reach from 16 cities to 17 cities with new presence in Shenyang and raising its land bank (in terms of GFA) by approximately 24% to approximately 22.32 million sq.m. for the purpose of residential and commercial development and hotel business. Subsequent to the Acquisition, the land bank of the Group (in terms of GFA) will be increased by approximately 2.36 million sq.m. and will extend geographically to Fuzhou. As set out in the paragraph under “Property trading market” under the section headed “1.2.2 Prospects of the PRC property market” above, except for the year 2008 when the property market underwent certain degree of adjustments mainly due to the various austerity measures exercised by the PRC government in recent years and the global financial crisis in the year 2008, we note that the indicators related to the property market of those cities in respect of both the pricing and the total GFA sold were generally in the increasing trend in the past few years. With the several measures by the PRC government to restore the PRC economy in late 2008 as mentioned under the same section above, the statistical information has shown that the performance of the PRC property market, especially those cities where the Project Sites are located, gradually improved near the end of 2008. In addition, as stated in the 2008 Annual Report, the Directors believe that there are underlying factors that support the long-term development of the property market in the PRC, including sustainable economic growth, on-going urbanisation and increased demand for living improvement. Hence, we concur with the Directors’ view that the increase in land bank in such cities is also strategically important to the long-term development of the Group as the Directors believe that the demand for high quality properties in these cities will keep increasing as a result of the improving economic environment. Moreover, having considered the demand for rental market of commercial properties as set out in the paragraph under “Rental market for commercial properties” under the section headed “1.2.2 Prospects of the PRC property market” above and the development in hotel industry as set out in the paragraph headed “1.2.3 Prospects of the hotel industry in the PRC” above, we are of the view that the Acquisition is beneficial to the Group and the Shareholders as a whole.

Therefore, having considered that (i) the Acquisition is in line with the Company’s business development strategy to strengthen its position in property development and investment in the PRC and to become a one-stop solution provider to its property clients; (ii) the support of the economy and the property market of the PRC by the PRC government; and (iii) the positive indicators of the property market and hotel industry in the PRC, we share the view with the Directors that the Acquisition represents an opportunity for the Group to apply the net proceeds from the Placing (as defined below) to replenish its land bank in Beijing, Shenyang and

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LETTER FROM TAIFOOK CAPITAL

Fuzhou in which the Directors believe the Group would be offered business opportunities without any dilution of the interests of the Shareholders and is beneficial to the Group and the Shareholders as a whole.

2 Principal terms of the Sale and Purchase Agreement

2.1 Consideration for the Acquisition and the adjustment mechanism

The Consideration, being HK$3,570.0 million was determined with reference to the Vendor’s attributable interest in the unaudited adjusted combined net assets value of the Target Group as at June 30, 2009 of approximately HK$3,853.3 million which is derived from the sum of (i) the Vendor’s attributable interest in the combined net book value of the Target Group per the Management Accounts as at June 30, 2009 of approximately HK$3,063.8 million; and (ii) the increase in value of the Project Sites of approximately HK$789.5 million, being the difference between the appraised value of the Project Sites of approximately RMB3,795.0 million (equivalent to approximately HK$4,306.0 million) as illustrated in the Valuation Report and the net book value of the Project Sites as at June 30, 2009, net of deferred taxation. The Consideration represents a discount of approximately 7.35% to the unaudited adjusted combined net assets value of the Target Group of approximately HK$3,853.3 million as at June 30, 2009. Since the Project Sites are held by the Target Group either under development or for future development, we consider that the basis of determining the consideration for the Project Sites with reference to the Vendor’s attributable interest in the unaudited adjusted combined net assets value of the Project Sites is appropriate.

In accordance with the Valuation Report set out in Appendix I to the Circular, the market value of the Project Sites attributable to the Target Group in their existing states as at June 30, 2009 was estimated at RMB3,795.0 million (equivalent to approximately HK$4,306.0 million) by the Valuer. In assessing the valuation of the Project Sites, we have reviewed and discussed with the Valuer the methodology of, and the bases and assumptions adopted for, the valuation of the Project Sites as set out in the Valuation Report. For the purpose of valuation, the Valuer has principally adopted the direct comparison approach. For the project sites held by the Target Group under development in the PRC, namely Shenyang City Crossing Site, China Resources Arch and Fuzhou Hongwan Site (plot no. 2008-06), reference is made to comparable sales evidence of development sites as available in the relevant markets, and adjusted with the construction costs, professional fees and other costs already incurred to arrive at the capital value of the Project Sites in their existing states. For the project sites held by the Target Group for future development, namely Landmark, Beijing China Resources Hotel Site and Fuzhou Hongwan Site (plot no. 2008-07), comparison based on market price levels of comparable development sites is made. Comparable development sites of similar size, character and location are analyzed and weighted against all the respective advantages and disadvantages of each of the Project Sites in order to arrive at a fair comparison of capital value. The valuation of the Project Sites assumes that the Company will make the outstanding payment to the relevant government authority and parties for the

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LETTER FROM TAIFOOK CAPITAL

land acquisition. The outstanding land premium and cost for each of the Project Sites, if any, have been deducted. We are of the view that the methodology adopted by the Valuer is a reasonable approach in deriving the open market value of the Project Sites. Shareholders are advised to make reference to the Valuation Report as set forth in the Appendix I of the Circular.

As shown from the above, the Consideration of HK$3,570.0 million represents a discount of approximately 7.35% to the unaudited adjusted combined net assets value (as explained earlier) of the Project Sites attributable to the Group as at June 30, 2009 of approximately HK$3,853.3 million, which we consider is favourable to the Group and in the interests of the Group and the Independent Shareholders as a whole.

In addition, as set out in the Letter, the Consideration is subject to adjustment in the event that any Additional Investments shall have been made by the Vendor by means of injection of new money by the Vendor in the Target Group (as evidenced by valid official receipts or such other supporting documents reasonably acceptable to the Company) after June 30, 2009 (being the date of the latest Management Accounts of the Target Group) up to (and inclusive of) the Completion Date by increasing the Consideration by an amount equivalent to such Additional Investments made by the Vendor and such additional amount shall be paid by the Company to the Vendor by way of cash. Such adjustment shall, in any event, not exceed the Consideration Adjustment Cap of HK$150.0 million or approximately 4.20% of the Consideration. As advised by the Directors, such Additional Investment, if necessary, will be used mainly for the purpose of any money payable in connection with the acquisition of the ownership in and title to the properties owned by the Target Group and working capital of the Target Group. As we consider that such amount is incurred properly subject to a cap and is repayable on a dollar-to-dollar basis, we consider that the adjustment mechanism is fair and reasonable.

2.2 Settlement method of the Consideration

The Consideration of HK$3,570.0 million will be satisfied by cash payable within 3 months from the Completion Date and shall such amount remains outstanding, interest shall be accrued from the Completion Date at the rate of 125 basis points above one-month HIBOR.

2.2.1 Cash resources

As stated in the Letter, the Company intended to use part of the net proceeds from the subscription of new shares by Gain Ahead under a top up placing (the “Placing”) of the Company as stated in the Placing Announcement for the Acquisition and intended to use the internal resources of the Company to repay the Shareholders’ Loans within 5 days after Completion. Since the net proceeds from the Placing is planned principally for future acquisitions of land for replenishment of its land bank and as general working capital requirements as stated in the Placing Announcement, we consider that using part of such net proceeds for the Acquisition is consistent with its intended and

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LETTER FROM TAIFOOK CAPITAL

approved use as disclosed in the Placing Announcement. In addition, since the total amount of net proceeds of approximately HK$4,240.0 million is able to cover the Consideration as well as the cap of the Additional Investment and the Shareholders’ Loans, we concur with the Directors that the Company has the necessary and sufficient financial resources to pay for the Consideration and its financial position will not be adversely affected by the Acquisition.

2.2.2 Overdue interest rate

As extracted from the 2008 Annual Report, the Group’s variable-rate borrowings carried effective interest of 2.94% per annum and the contractual interest of HIBOR plus 0.28% to 0.83% for the year ended December 31, 2008. By referencing to the one-month HIBOR of 0.069% as at the Latest Practicable Date, the interest rate on the remaining outstanding balance of the Consideration (if any) would be 1.319% which is within the range of the interest rate of the variable-rate borrowings and contractual interest rate of the Group for the year 2008. Further, as advised by the Company, this overdue interest rate, which is lower than the Group’s borrowing rate currently under negotiation with bank(s), is agreed between parties to reflect the unsecured nature of any overdue amount. Besides, the Directors consider that this arrangement is to allow the Group to have flexibility in deferring the cash payment with reference to its then financial position. Based on the above, we consider that this arrangement is fair and reasonable.

2.3 Deed of Indemnity

On Completion, the Company and the Vendor will enter into the Deed of Indemnity. Subject to certain limitations as stated in the Deed of Indemnity, the Vendor undertakes to the Company to indemnify and keep indemnified the Company from and against any unrecorded or contingent tax liabilities in relation to the business activities of the Target Group prior to Completion and other unrecorded or contingent liabilities as specified in the Deed of Indemnity. In view that the Deed of Indemnity would further protect the interest of the Group, we consider it is favourable to the Group.

Taking into the consideration that (i) the Consideration is determined with reference to the unaudited adjusted net assets value of the Target Group; (ii) the repayment of the Additional Investment is on a dollar-to-dollar basis; (iii) the Company has sufficient approved resources to fund the Consideration, as well as the repayment of the Additional Investment and the Shareholders’ Loans and its financial position will not be adversely affect by the Acquisition; (iv) the arrangement of overdue interest rate on the remaining outstanding balance (if any) of the Consideration is fair and reasonable; and (v) the Deed of Indemnity would further protect the interest of the Group and is considered as favourable to the Group, we are of the view that the terms of the Sale and Purchase Agreement are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM TAIFOOK CAPITAL

3 Financial effects of the Acquisition on the Group

The following illustrates the effects on net assets value, earnings, cash position and the net gearing level of the Group as a result of the Acquisition assuming that there will not be any changes to the total issued share capital of the Company from the Latest Practicable Date to the Completion Date.

3.1 Net assets value

The Group had an audited consolidated net assets value attributable to the equity shareholders of the Company of approximately HK$33,805.1 million as at December 31, 2008. Since the Acquisition will be settled by way of part of the net proceeds arising from the Placing rather than directly financing by way of issue of Shares, there would be no material impact to the Group’s net assets value upon Completion.

3.2 Earnings

The Group had an audited consolidated net profit after taxation attributable to the equity holders of the Company for the year ended December 31, 2008 of approximately HK$2,037.6 million. The results of the Target Group will be consolidated into the Group’s consolidated financial statements upon Completion. Given all the Project Sites are either under development or held for future development, they will start to contribute to both the revenue and the earning of the Group once the Project Sites are launched to the market.

3.3 Cash position

The Group had cash and bank balances of approximately HK$5,553.4 million as at December 31, 2008. As stated in the Letter, the Consideration will be settled by part of the net proceeds resulted from the Placing which is intended to be used principally for future acquisitions of land for replenishment of its land bank and as general working capital requirements as stated in the Placing Announcement. Since the use of such net proceeds is consistent with that disclosed in the Placing Announcement and the total amount of approximately HK$4,240.0 million is able to cover the Consideration as well as the repayment of the Additional Investment and the Shareholders’ Loans of approximately HK$4,114.2 million in aggregate. Hence, we are of the view that the Company will have sufficient approved resources and working capital to finance the Acquisition.

3.4 Net gearing level

The Group had a net gearing ratio, being net debt (total bank loans minus total cash and cash equivalents and other borrowings) over shareholder’s equity, of approximately 46.00% as at December 31, 2008. Given (i) the Consideration as well as the Additional Investment and the Shareholders’ Loan, as stated in the Letter, will all be settled by way of the net proceeds arising from the Placing rather than through financing from other borrowings; and (ii) the Management Accounts of the Target Group did not indicate any material borrowings as compared to the size of the Group, we consider that the Acquisition will not have material adverse effect on the overall net gearing of the Group upon Completion as compared with that as at December 31, 2008.

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LETTER FROM TAIFOOK CAPITAL

RECOMMENDATION

Having considered the above principal terms of and reasons for entering into the Sale and Purchase Agreement, we are of the view that the terms of the Sale and Purchase Agreement are normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, the businesses to be conducted by the Target Group are consistent with the ordinary and usual course of business of the Group and the entering into of the Sale and Purchase Agreement is in the interests of the Group and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of Taifook Capital Limited Derek C.O. Chan Terry Chu Managing Director Director

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APPENDIX I

PROPERTY VALUATION

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34/F Central Plaza 18 Harbour Road Wanchai, Hong Kong T 852 2820 2800 F 852 2810 0830

香港灣仔港灣道十八號中環廣場三十四樓電話 852 2820 2800 傳真 852 2810 0830

August 12, 2009

The Directors

China Resources Land Limited Room 4301, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong

Dear Sirs,

RE: PORTFOLIO OF PROPERTIES IN THE PEOPLE’S REPUBLIC OF CHINA

We refer to the instruction from China Resources Land Limited (hereinafter refer to the “Company”) for us to carry out a valuation of the property interests owned by China Resources (Holdings) Company Limited and its subsidiaries (hereinafter refer to the “Sales Group”) in the People’s Republic of China (“the PRC”), details of which are set out in the attached valuation certificates. We confirm that we have made relevant investigations and enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values of the individual property interests as at June 30, 2009 (the “date of valuation”).

In valuing the property interests, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities (the “Exchange Listing Rules”) issued by the Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards on Properties (1st Edition) published by the Hong Kong Institute of Surveyors (“HKIS”).

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

In forming our opinion of the value of the property interests in Group I, which are held by the Sales Group under development in the PRC, we have valued the property interests on the basis that the properties, unless otherwise specified, will be developed

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APPENDIX I

PROPERTY VALUATION

and completed in accordance with the Sales Group’s latest development schemes provided to us. We have adopted the Direct Comparison Approach by making reference to comparable sales evidence as available in the relevant markets. Comparable properties of similar size, character and location are analyzed and carefully weighted against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital value.

Since the properties in Group I have started the construction works, we have added the construction costs, professional fees and other costs already incurred to the clear site value derived by Direct Comparison Approach to arrive at the capital value of the properties in existing state.

In valuing the property interests in Group II which are held by the Sales Group for future development, we have valued the property interests by the Direct Comparison Approach where comparison based on market price levels of comparable properties is made. Comparable properties of similar size, character and location are analyzed and carefully weighted against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital value.

Our valuation has been prepared in the capacity as “overseas consultants” and has been made on the assumption that the owner sells the properties on the open market without the benefit of any deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the values of the properties.

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

We have relied to a considerable extent on the information given by the Company and have accepted the advice given to us on such matters as tenure, planning approvals, statutory notices, easements, development scheme, site and floor area, occupancy and all other relevant matters. No on-site measurement has been taken. Dimensions, measurements and areas included in the valuation certificates are based on information contained in the documents provided to us and are therefore only approximations. We have had no reason to doubt the truth and accuracy of the information provided to us, which are material to the valuation. We were also advised that no material factors have been omitted from the information supplied.

We have been provided with copies of the title documents relating to the properties, however due to the nature of the land registration system in the PRC, we cannot cause searches to be made on the title of the properties nor have we scrutinised all the original documents to verify ownership and encumbrances or to ascertain the subsequent amendments, if any, which may not appear on the copies handed to us. In forming our value to the properties in the PRC, we have relied on the legal opinion provided by the Company’s PRC legal advisor, Global Law Office (the “PRC Legal Opinion”).

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APPENDIX I

PROPERTY VALUATION

In our valuation, we have assumed that the Company will make the outstanding payment to the relevant government authority and parties, and the government and the former land owners will deliver the sites to the Company according to the land grant contracts.

We have carried out physical inspection of the properties to such extent as for the purpose of this valuation. In the course of our inspection, we did not notice any serious defects. However, we have not carried out any structural survey nor any tests were made on the building services. Therefore, we are not able to report whether the properties are free of rot, infestation or any other structural defects. We have not carried out investigations on the site to determine the suitability of the ground conditions and the services etc. for any future development. Our valuation is on the basis that these aspects are satisfactory.

We have not carried out site measurements to verify the correctness of the site area of the properties and have assumed that the site area shown on the documents and official site plans handed to us is correct.

The property interests have been valued in Renminbi (“RMB”).

We enclose herewith a summary of valuation and our valuation certificates.

Yours faithfully, For and on behalf of

CB Richard Ellis Limited Harry C. W. Chan MHKIS MRICS MCIREA RPS(GP)

Senior Director Valuation & Advisory Services

Note: Mr. Harry Chan is a Registered Professional Surveyor (General Practice), a member of the Hong Kong Institute of Surveyors, a member of Royal Institution of Chartered Surveyors and a member of China Institute of Real Estate Appraisers and Agents. He has over 17 years valuation experience in the PRC.

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APPENDIX I

PROPERTY VALUATION

SUMMARY OF VALUES

					Capital value in
					existing state
		Capital value in	Interest	attributable to the
		existing state as at	attributable to	Sales Group as at
	Property	June 30, 2009	the Sales Group		June 30, 2009
		(RMB)	(%)		(RMB)
	Group I – Property interests held by the Sales		Group under development
1.	A Development Site at	441,000,000	100%		441,000,000
	No.58 of Jianshedong
	Road, Tiexi District,
	Shenyang City,
	Liaoning Province,
	the PRC
2.	A Development Site at	1,241,000,000	100%		1,241,000,000
	south of Wenyi Road,
	west of Qingnianda
	Street, Heping District,
	Shenyang City,
	Liaoning Province,
	the PRC
3.	A Development Site	1,114,000,000	100%		1,114,000,000
	(plot No. 2008-06) at
	west of Hongwan Road,
	east of Third Ring Road,
	north of Fongshan Road,
	Cangshan District,
	Fuzhou City,
	Fujian Province,
	the PRC
			Sub-total		2,796,000,000

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APPENDIX I

PROPERTY VALUATION

				Capital value in	Capital value in
				existing state
		Capital value in	Interest	attributable to the
		existing state as at	attributable to	Sales	Group as at
	Property	June 30, 2009	the Sales Group	June 30, 2009
		(RMB)	(%)		(RMB)
	Group II – Property interests held by the Sales		Group for future development
4.	Two Development	476,000,000	100%		476,000,000
	Sites at No.158
	Jianshedong Road and
	No. 45 Xinghuabei
	Street, Tiexi District,
	Shenyang City,
	Liaoning Province,
	the PRC
5.	A Development Site	395,000,000	100%		395,000,000
	(currently occupied by
	former Beijing China
	Resources Hotel),
	No.35 Jianguo Road,
	Chaoyang District,
	Beijing City,
	the PRC
6.	A Development Site	128,000,000	100%		128,000,000
	(plot No. 2008-07) at
	west of Hongwan Road,
	east of Third Ring Road,
	north of Fongshan Road,
	Cangshan District,
	Fuzhou City,
	Fujian Province,
	the PRC
			Sub-total		999,000,000
			GRAND TOTAL:	3,795,000,000

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APPENDIX I

PROPERTY VALUATION

VALUATION CERTIFICATE

Group I – Property interests held by the Sales Group under development

Property

Description and tenure

Details of occupancy

Capital value in the existing state as at June 30, 2009

A Development Site at No.58 of Jianshedong Road, Tiexi District, Shenyang City, Liaoning Province, the PRC

The property comprises a development site (“the Site”) having a site area of about 96,844 sq.m.. It comprises one parcel of land named as Lot 050936001.

RMB441,000,000

Upon our inspection RMB441,000,000 on June 15, 2009, the property was under 100% interest construction. attributable to the Sales Group: RMB441,000,000

The property is for a proposed development, namely China Resources Arch (華潤•凱旋門), comprising residential, commercial and basement (including car park).

The total gross floor area of the proposed development is about 340,000 sq.m. (including underground areas).

Below is floor area breakdown by uses.

Use Residential Commercial Sub-total: Basement (including carpark) Total:	Approx. Gross Floor Area (sq.m.) 236,800 48,200
	285,000
	55,000
	340,000

The proposed development will be developed in three phases. Phase 1 is under construction whereas phase 2 is currently in planning stage. The tentative completion date of the proposed development is in 2012.

The property is held under State-owned Land Use Rights Certificate for a land use term of expiring on January 9, 2058. (commercial portion expiring on January 9, 2048).

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APPENDIX I

PROPERTY VALUATION

Notes:

In accordance with State-owned Land Use Rights Grant Contract Shen Gui Guo Tu (Tie Xi) Chu He Zi No.(2008) 089 dated April 16, 2008 and supplement to the Land Use Rights Grant Contract Shen Gui Guo Tu (Tie Xi) Chu He Bu Zi No. [2009] 01, the land use rights of the property having a site area of approximately 96,844 sq.m. has been granted to China Resources Land (Shenyang) Company Limited (華潤置地（沈陽）有限公司) for urban mixed residential use (城鎮混合住宅) for a term of 50 years (residential) and 40 years (commercial), at a consideration of RMB358,999,545.
In accordance with State-owned Land Use Rights Certificate Tie Xi Guo Yong (2009) No.007 dated February 13, 2009, the property with a site area of approximately 96,844 sq.m. has been granted to China Resources Land (Shenyang) Company Limited (華潤置地（沈陽）有限公司) for urban mixed residential use (城鎮混合住宅) with a term expiring on January 9, 2058. (commercial portion expiring on January 9, 2048).
Construction Land Use Planning Permit Di Zi No.210106200900009 dated March 12, 2009 contains, inter alia, the following salient conditions:

Developer : China Resources Land (Shenyang) Co., Ltd. (華潤置地（沈陽）有限公司) Project Name : Residential and Commercial Phase one Location : No.58 Jianshedong Road, Tiexi District, Shenyang Site Area : 96,844 sq.m. Development Scale : 450,000 sq.m.

Construction Works Planning Permit Jian Zi No.210106200900021 dated April 27, 2009 contains, inter alia, the following salient conditions:

Developer : China Resources Land (Shenyang) Co., Ltd. (華潤置地（沈陽）有限公司) Project Name : Residential and Commercial – Area A of Phase one Location : No.58 Jianshedong Road, Tiexi District, Shenyang Development Scale : 100,313 sq.m.

Construction Works Commencement Permit No. 210106200906020101 dated June 2, 2009 contains, inter alia, the following salient conditions:

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APPENDIX I

PROPERTY VALUATION

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

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Certificate	Yes
Realty Title Certificate	Nil
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Part
Construction Works Commencement Permit	Part
Business Licence	Yes

The proposed use of the property is in compliance with the town planning use.
As advised by the Sales Group, the paid premium as at the date of valuation was approximately RMB358,999,545. As advised, the land costs have been fully settled.
As advised by the Sales Group, the incurred cost as at the date of valuation was approximately RMB90,981,114and the estimated outstanding cost to completion was approximately RMB744,000,000.
The capital value of the property as if completed as at June 30, 2009 would be RMB2,099,000,000.
The opinion of the legal adviser on the PRC laws states that:
The State-owned Land Use Rights Grant Contract and supplement to the Land Use Rights Grant Contract is legal, valid and legally blinding. In accordance with the State-owned Land Use Rights Certificate, China Resources Land (Shenyang) Co., Ltd. has obtained the land use rights of plot No. 050936001(the property).
The Construction Land Use Planning Permit, Construction Works Planning Permit and Construction Works Commencement Permit are legal and valid. China Resources Land (Shenyang) Co., Ltd. can proceed with the construction of the property with these documents.

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APPENDIX I

PROPERTY VALUATION

Property

A Development Site at South of Wenyi Road, west of Qingnianda Street, Heping District, Shenyang City, Liaoning Province, the PRC

Description and tenure

The property comprises a development site (“the Site”) having a site area of about 81,069 sq.m.. It comprises a parcel of land named as Lot 010718001.

The property is for a proposed development, namely Shenyang City Crossing (沈陽華潤中心), comprising residential, commercial, office, hotel, clubhouse and basement car park.

Details of occupancy

Upon our inspection on June 15, 2009, the property was under construction.

Capital value in the existing state as at June 30, 2009

RMB1,241,000,000 100% interest attributable to the Sales Group: RMB1,241,000,000

In accordance with the State-owned Land Use Rights Grant Contract, the total permitted above ground gross floor area of the proposed development is about 364,811 sq.m..

The total gross floor area of the proposed development is 524,311 sq.m. (including underground areas).

Below is floor area breakdown by uses.

Use Residential Clubhouse Commercial Office Hotel Sub-total Basement ancillary & car park Total	Approx. Gross Floor Area (sq.m.) 91,203 2,845 153,946 56,837 59,980
	364,811
	159,500
	524,311

The proposed development will be developed in four phases and is currently in planning and construction stage. The tentative completion date of the proposed development is in or around in 2014.

The property is held under State-owned Land Use Rights Certificate for a land use term expiring on May 12, 2058 (commercial portion expiring on May 12, 2048).

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APPENDIX I

PROPERTY VALUATION

Notes:

Our valuation is on the basis of plot ratio of 4.5 specified in the State-owned Land Use Rights Grant Contract.
With an attempt to increase the investment yield, application has been made to relevant land authority in the PRC for increase of plot ratio to 5.3, thereby resulting in an increase of the total gross area to 589,167 sq.m, subject to an additional land premium of RMB89,176,100 as estimated by the Company. The result of the application is currently expected to be available at the end of 2009.
Assuming a plot ratio of 5.3 is approved, the market value of the property is 1,208,000,000, having taken into account the additional land premium in relation to the increase in plot ratio.
In accordance with the State-owned Land Use Rights Grant Contract Shen Gui Guo Tu Chu He Zi No. [2008] 0050 dated May 12, 2008, the land use rights of the property having a site area of approximately 80,501 sq.m. has been granted to China Resources Properties (Shenyang) Company Limited (華潤（沈陽）地產有限公司) for residential use for a term of 50 years and commercial use for a term of 40 years, at a consideration of RMB700,362,180.
In accordance with the Supplementary State-owned Land Use Rights Grant Contract Shen Gui Guo Tu Chu He Bu Zi No. [2009] 16 dated June 22, 2009, the land use rights of the property having a site area of approximately 81,069 sq.m. has been granted to China Resources Properties (Shenyang) Company Limited (華潤（沈陽）地產有限公司) for residential use for a term of 50 years and commercial use for a term of 40 years. The additional land premium is RMB4,939,860.
In accordance with State-owned Land Use Rights Certificate Shen Yang Guo Yong (2009) No.0120 dated June 30, 2009, the property with a site area of approximately 81,069 sq.m. has been granted to China Resources Properties (Shenyang) Company Limited (華潤（沈陽）地產有限公司) for urban mixed residential use (城鎮混合住宅) with a term expiring on May 12, 2058.
Construction Land Use Planning Permit Shen Gui Tu Zheng Zi 2007 Nian No. 0108 dated May 30, 2007 contains, inter alia, the following salient conditions:

Developer : China Resources Properties (Shenyang) Company Limited (華潤（沈陽）地產有限公司) Project Name : Residential and Commercial Location : south of Wenyi Road, Heping District, Shenyang Site Area : 91,403 sq.m. Construction Site : 80,501 sq.m. Area Land for City Road : 10,902 sq.m.

Construction Works Commencement Permit No.210101200711280201 dated November 28, 2007 contains, inter alia, the following salient conditions:

Developer : China Resources Properties (Shenyang) Company Limited (華潤（沈陽）地產有限公司) Project Name : Shenyang City Crossing Phase one -- construction works Location : south of Wenyi, Road Heping District, Shenyang Development Scale : 44,000 sq.m.

– 46 –

APPENDIX I

PROPERTY VALUATION

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

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Certificate	Yes
Realty Title Certificate	Nil
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Nil
Construction Works Commencement Permit	Part
Business Licence	Yes

The proposed use of the property is in compliance with the town planning use.
As advised by the Sales Group, the paid premium as at the date of valuation was approximately RMB705,302,040. As advised, the land costs have been fully settled.
As advised by the Sales Group, the incurred cost as at the date of valuation was approximately RMB336,585,883 and the estimated outstanding cost to completion was approximately RMB1,930,000,000.
The capital value of the property as if completed as at June 30, 2009 would be RMB5,022,000,000.
The opinion of the legal adviser on the PRC laws states that:
The State-owned Land Use Rights Grant Contract is legal, valid and legally blinding to both parties. As the State-owned Land Use Rights Certificate is legal and valid, China Resources Properties (Shenyang) Company Limited, has obtained the land use rights of the property.
China Resources Properties (Shenyang) Company Limited should obtain the Construction Works Commencement Permit for the property as soon as possible.

– 47 –

APPENDIX I

PROPERTY VALUATION

Property

A Development Site (plot No. 2008-06) at west of Hongwan Road, east of Third Ring Road, north of Fongshan Road, Cangshan District, Fuzhou City, Fujian Province, the PRC

Description and tenure

The property comprises a development site (“the Site”) having a site area of about 188,082 sq.m..

The property is for a proposed development comprising multi-storey residential, high-rise apartments, clubhouse, retail and other ancillary uses together with basement car park.

Details of occupancy

Upon our inspection on June 17, 2009, the property was under construction.

Capital value in the existing state as at June 30, 2009

RMB1,114,000,000

100% interest attributable to the Sales Group: RMB1,114,000,000

The total gross floor area of the proposed development is about 465,918 sq.m. (including underground areas).

Below is the floor area breakdown by uses.

Use Multi-storey residential High-rise apartments Clubhouse/retail Sub-total: Ancillary Facilities Basement (including car park) Total:	Approx. Gross Floor Area (sq.m.) 45,917 271,097 (including 7,538 non plot ratio GFA) 4,656
	321,670
	5,607 138,641
	465,918

The proposed development is currently in planning and construction stage and will be developed in four phases. The tentative completion date for the proposed development is in 2012.

The property is held under State-owned Land Use Certificates for a land use term of 70 years for residential use, 50 years for office use and 40 years for commercial use.

– 48 –

APPENDIX I

PROPERTY VALUATION

Notes:

In accordance with State-owned Land Use Rights Grant Contract Rong Di He No. [2008] 08 dated June 6, 2008 and Supplementary Contract Rong Di He [2008] No. 08 Bu 3 – 2008, the use and development of the site are subject to, inter alia, the following major terms and conditions:

Grantor	Grantee	Plot No. and address	Land Area
State-owned Land Resources	Whole Chance Limited*	Plot No.: 2008-06	188,082 sq.m.
Bureau of Fuzhou City	(遠珍有限公司)
(福州市國土資源局)		west of Hongwan Road,
		east of Third Ring Road,
		Cangshan District,
		Fuzhou City
Land Use Term	Planning Parameters	Public Facilities
40 years for commercial use;	Plot ratio: not higher	Kindergarten: 3,200 sq.m.;
	than 1.7;
50 years for office use;		Health Care Centre: 400 sq.m.;
	Retail area: 4,500sq.m.;
70 years for residential use		Cultural and Sports Centre:	300 sq.m.;
	Site coverage: not higher
	than 21%;	Community Centre: 200 sq.m.;
	Green area not lower	Public Toilets: 120 sq.m.;
	than 30%;
		Property Management;
	Height: not higher than
	82 meters	Guard: 15 sq.m. for each;
		Garbage: 90 sq.m.;
		60 open car parking lots

Remark: Whole Chance Limited (遠珍有限公司) is the investor of China Resources Land (Fuzhou) Co., Ltd. (華潤置地（福州）有限公司).

Pursuant to the following State-owned Land Use Certificate, the land use rights of the site have been granted to China Resources Land (Fuzhou) Co., Ltd. (華潤置地（福州）有限公司).

Land Use Rights	Date of	Subject
Certificate Number	Certificate	Site Area	Term/Date of Expiry
		(sq.m.)
Rong Guo Yong (2009)	April 8, 2009	188,082	Commercial: March 11, 2049;
No. 30637500775
			Office: March 11, 2059;
			Residential: March 11, 2079;

– 49 –

APPENDIX I

PROPERTY VALUATION

Construction Land Use Planning Permit Di Zi No. 350101(2009)00056 dated May 13, 2009 contains, inter alia, the following salient conditions:

Developer : China Resources Land (Fuzhou) Co., Ltd. (華潤置地（福州）有限公司) Project Name : China Resources Oak Bay (華潤橡樹灣家園) Location : east of Third Ring Road, West of Hongwan Road, Cangshan District Land Use : Commercial (including office), residential Site Area : 188,085 sq.m. (construction land area 188,085 sq.m.)

Construction Works Planning Permit Jian Zi No. 350101(2009)10065 dated May 21, 2009 approves the project China Resources Oak Bay Phase 1, with a total construction area of 112,024 sq.m..
According to the Sales Group, the application of Construction Work Commencement Permit of the project China Resources Oak Bay Phase 1 is currently under progress and will be issued in due course.
The status of the title and grant of major approvals and licences, in accordance with the information provided to us, is as follows:

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Certificate	Yes
Realty Title Certificate	Nil
Construction Land Use Planning Permits	Yes
Construction Works Planning Permit	Part
Construction Works Commencement Permit	Nil
Business Licence	Yes

The proposed use of the property is in compliance with the town planning use.
As advised by the Sales Group, the paid premium as at the date of valuation was approximately RMB932,038,835 (excluding deed tax). As advised, the land costs have been fully settled.
As advised by the Sales Group, the incurred cost as at the date of valuation was approximately RMB64,345,911 and the estimated outstanding cost to completion was approximately 1,132,000,000.
The capital value of the property as if completed as at June 30, 2009 would be RMB2,561,000,000.
The opinion of the legal adviser on the PRC laws states that:
The State-owned Land Use Rights Grant Contract and the supplementary agreement to the State-owned Land Use Rights Grant Contract are legal, valid and legally binding on both parties. According to the State-owned Land Use Rights Grant Contract, China Resources Land (Fuzhou) Co., Ltd. (華潤置地（福州）有限公司) has acquired the land use rights of the site.
As advised by the Sales Group, as at the date of legal opinion, the application of the Construction Works Commencement Permits of the property was in progress. The Group should obtain the Construction Works Commencement Permits the soonest.

– 50 –

APPENDIX I

PROPERTY VALUATION

Group II – Property interests held by the Sales Group for future development

Property

Description and tenure

Details of occupancy

Capital value in the existing state as at June 30, 2009

Two Development The property comprises a Sites at No.158 development site (“the Site”) Jianshedong Road having a site area of about and No. 45 65,804 sq.m.. It comprises Xinghuabei Street, two parcels of land named as Tiexi District, Lot 050726001 and Lot Shenyang City, 050725701 with the site area Liaoning Province, of about 45,314 sq.m. and the PRC 20,490 sq.m. respectively.

Upon our inspection RMB476,000,000 on June 15, 2009, the property was 100% interest generally vacant. attributable to the Sales Group: RMB476,000,000

The property is for a proposed development, namely the Landmark (置地廣場), comprising residential, commercial, office, hotel and basement car park.

The total gross floor area of the proposed development is about 601,472 sq.m. (including underground areas).

The proposed development will be developed in three phases and is currently in planning stage. The construction for the residential units are currently planned to be commenced in 2010.

The property is held under State-owned Land Use Rights Grant Contract for a land use term expiring on January 9, 2058.

Notes:

In accordance with the State-owned Land Use Rights Grant Contract Shen Gui Guo Tu (Tie Xi) Chu He Zi 2008 No. 090 dated April 16, 2008, the land use rights of the property having a site area of approximately 45,315 sq.m. has been granted to China Resources Land (Shenyang) Company Limited (華潤置地（沈陽）有限公司) for a term of 50 years, at a consideration of RMB184,482,438.
In accordance with the State-owned Land Use Rights Grant Contract Shen Gui Guo Tu (Tie Xi) Chu He Zi 2008 No. 091 dated April 16, 2008, the land use rights of the property having a site area of approximately 20,490 sq.m. has been granted to China Resources Land (Shenyang) Company Limited (華潤置地（沈陽）有限公司) for a term of 50 years, at a consideration of RMB76,283,972.

– 51 –

APPENDIX I

PROPERTY VALUATION

Construction Land Use Planning Permit Di Zi No.210106200800030 dated May 21, 2008 contains, inter alia, the following salient conditions:

Developer : China Resources Land (Shenyang) Co., Ltd. (華潤置地（沈陽）有限公司) Project Name : Residential and Commercial Location : No.45 Xinghuabei Street, Tiexi District, Shenyang Site Area : 20,490 sq.m. Development Scale : 141,090 sq.m.

Construction Land Use Planning Permit Di Zi No.210106200800029 dated May 21, 2008 contains, inter alia, the following salient conditions:

Developer : China Resources Land (Shenyang) Co., Ltd. (華潤置地（沈陽）有限公司) Project Name : Residential and Commercial Location : No.158 Jianshedong Road, Tiexi District, Shenyang Site Area : 45,315 sq.m. Development Scale : 357,570 sq.m.

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

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Certificate	Nil
Realty Title Certificate	Nil
Construction Land Use Planning Permit	Yes
Construction Works Planning Permit	Nil
Construction Works Commencement Permit	Nil
Business Licence	Yes

The proposed use of the property is in compliance with the town planning use.
As advised by the Sales Group, the paid premium as at the date of valuation was approximately RMB208,766,410. and unpaid premium was approximately RMB52,000,000. In our valuation, we have adjusted this amount in the capital value of the property.
The opinion of the legal adviser on the PRC laws states that:
The State-owned Land Use Rights Grant Contract and supplement to the Land Use Rights Grant Contract is legal, valid and legally blinding. Upon the payment of all land premium, there is no legal impediment for China Resources Land (Shenyang) Co., Ltd to obtain the State-owned Land Use Rights Certificate for the property.

– 52 –

APPENDIX I

PROPERTY VALUATION

Property

A Development Site (currently occupied by former Beijing China Resources Hotel), No.35 Jianguo Road, Chaoyang District, Beijing, the PRC

Description and tenure

The property comprises a development site (“the Site”) having a site area of about 18,031 sq.m.

The Site is currently occupied by the former Beijing China Resources Hotel, which has ceased its operation since September 2008.

Details of occupancy

Upon our inspection on May 16, 2008, the building was vacant.

Capital value in the existing state as at June 30, 2009

RMB395,000,000

100% interest attributable to the Sales Group: RMB395,000,000

Beijing China Resources Hotel (“the Hotel”) was a 4 star hotel with 23-storey above 3 levels of basement.

The Hotel, with a total gross floor area 62,282 sq.m. (including underground areas), comprised 581 guest rooms, Chinese and Western restaurants, banqueting hall and a 700-seat theatre.

Below is floor area breakdown by uses.

Use Above ground Below ground Total:	Approx. Gross Floor Area (sq.m.) 50,963 11,319
	62,282

It is currently contemplated that the site will be redeveloped into a combined hotel, service apartment and commercial development with a total gross floor area of 80,000 sq.m. No detailed development scheme is available yet.

The property is held under State-owned Land Use Certificate for a land use term of 40 years, expiring on June 6, 2046.

– 53 –

APPENDIX I

PROPERTY VALUATION

Notes:

Our valuation is on existing use basis.
In accordance with the Beijing State-owned Land Use Rights Grant Contract dated June 10, 2006 entered into between Beijing Municipal Bureau of State-owned Land Resources and China Resources Hotel Co., Ltd. (華潤飯店有限公司), the use and development of the site, in which the property is located therein, are subject to, inter alia, the following major terms and conditions:

Land Area : 18,031 sq.m. Land Use : Commercial Land Grant Fee : RMB48,414,850 Land Use Term : 40 years Plot Ratio : 3.45 GFA : Total GFA: 62,282 sq.m. Above ground GFA : 50,963 sq.m.

Pursuant to the following State-owned Land Use Rights Certificate, the land use rights of the property has been granted to China Resources Hotel Co., Ltd. (華潤飯店有限公司).

State-owned Land Use Rights Date of Subject Certificate Number Certificate Site Area Term/Date of Expiry (sq.m.) Jing Chao Guo Yong October 10, 2006 18,031 June 6, 2046 (2006Chu) No. 0305

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

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Certificate Yes Realty Title Certificate Yes Construction Land Use Planning Permit Nil Construction Works Planning Permit Nil Construction Works Commencement Permit Nil Business Licence Yes

The use of the property is in compliance with those stated in the title document.
The opinion of the legal adviser on the PRC laws states that:
The Realty Title Certificate and the State-owned Land Use Rights Certificate is legal, valid and legally blinding on the property.
China Resources Hotel Co., Ltd. legally owns the property.
Beijing China Resources Hotel can be redeveloped upon obtaining relevant government approvals and permits.

– 54 –

APPENDIX I

PROPERTY VALUATION

Property

A Development Site (plot No. 2008-07) at west of Hongwan Road, east of Third Ring Road, north of Fongshan Road, Cangshan District, Fuzhou City, Fujian Province, the PRC

Description and tenure

The property comprises a development site (“the Site”) having a site area of about 172,035 sq.m.. It comprises two parcels of land named as Lot A and Lot C with a site area of about 36,185 sq.m. and 135,850 sq.m. respectively.

Details of occupancy

Upon our inspection on 17 June 2009, the site was vacant.

Capital value in the existing state as at June 30, 2009

RMB128,000,000

100% interest attributable to the Sales Group: RMB128,000,000

The property is for a proposed development comprising multi-storey residential, high-rise apartment, retail and basement car park.

The total gross floor area of the proposed development is about 366,908 sq.m. (including underground areas).

Below is floor area breakdown by uses.

Use Multi-storey Residential High-rise Apartments Retail Sub-total: Ancillary Facilities Basement (including car park) Total:	Approx. Gross Floor Area (sq.m.) 34,438 248,004 (include 19,821 non plot ratio GFA) 15,112
	297,554
	5,635
	63,718
	366,908

The property is held under State-owned Land Use Rights Grant Contract for a land use term of 70 years for residential use, 50 years for office use and 40 years for commercial use.

– 55 –

APPENDIX I

PROPERTY VALUATION

Notes:

Assuming that the State-owned Land Use Certificate has been obtained and full settlement of land premium, the market value of the property is RMB928,000,000,
In accordance with the State-owned Land Use Rights Grant Contract Rong Di He No. [2008] 07 dated 6 June 2008 and Supplementary Contract Rong Di He No. [2008] 07 Bu 3 – 2009, the use and development of the site are subject to, inter alia, the following major terms and conditions:

Plot No. and address

Grantor Grantee Plot No. and address State-owned Land Resources Whole Chance Limited Plot No.: 2008-07 Bureau of Fuzhou City (遠珍有限公司) (福州市國土資源局) west of Hongwan Road, east of 3rd Ring Road, north of Fengshan Road, Cangshan District, Fuzhou City Land Area Land Use Term Planning Parameters- Lot A 172,035 sq.m. 40 years for commercial Plot ratio: not higher than 1.5; use; (Lot A: 36,185sq.m.; Retail ratio: under 3% of permissible GFA; 50 years for office use; Lot C: 135,850sq.m.) Site coverage: not higher than 22%; 70 years for residential use Green area: not lower than 30%; Height: not higher than 70 meters Planning Parameters- Lot C Public Facilities- Lot C* Plot ratio: not higher than 1.686; Kindergarten: 3,200sq.m.; Retail ratio: under 3.66% of permissible GFA; Health Care Centre: 400sq.m.; plus 3,000sq.m. supermarket; Cultural and Sports Centre: 300sq.m.; Site coverage: not higher than 22%; Community Centre: 200sq.m.; Green area not lower than 30%; Public Toilets: 120sq.m.; Height: not higher than 62 meters Property Management; Guard: 15sq.m. for each; Garbage: 75sq.m.; 60 open car parking lots

Remark: Whole Chance Limited (遠珍有限公司) is the investor of China Resources Land (Fuzhou) Development Co., Ltd. (華潤置地（福州）發展有限公司).

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

State-owned Land Use Rights Grant Contract	Yes
State-owned Land Use Certificate	Nil
Realty Title Certificate	Nil
Construction Land Use Planning Permit	Nil
Construction Works Planning Permit	Nil
Construction Works Commencement Permit	Nil
Business Licence	Yes

– 56 –

APPENDIX I

PROPERTY VALUATION

The proposed use of the property is in compliance with the town planning use.
As advised by the Sales Group, the paid consideration as at the date of valuation was approximately RMB5,097,087. The outstanding land costs to be paid is approximately RMB825,000,000. In our valuation, we have adjusted this amount in the capital value of the property.
The capital value of the property as if completed as at June 30, 2008 would be RMB2,242,000,000.
The opinion of the legal adviser on the PRC laws states that:
The State-owned Land Use Rights Grant Contract and the supplementary agreement to the State-owned Land Use Rights Grant Contract are legal, valid and legally binding on both parties. According to the State-owned Land Use Rights Grant Contract, China Resources Land (Fuzhou) Development Co., Ltd. (華潤置地（福州）發展有限公司) should has no legal impediment in obtaining the land use rights of the site upon the full settlement of land consideration.
As advised by the Sales Group, as at date of legal opinion, the project has not yet obtained Project Approval (立項批復). The Sales Group should obtain the Project Approval from Committee of Development and Reform.
As advised by the Sales Group, as at date of legal opinion, the project has not yet obtained Environmental Approval (環境批復). The Sales Group should obtain the Environmental Approval from the Environment Protection Bureau.
As advised by the Sales Group, as at date of legal opinion, the project has not yet obtained Construction Land Use Planning Permits, Construction Works Planning Permits and Construction Works Commencement Permits. The Sales Group should obtain Construction Land Use Planning Permits, Construction Works Planning Permits and Construction Works Commencement Permits before the commencement of construction works.

– 57 –

APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

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

			Number of		Approximate
	Long position/	Number of	underlying		percentage of
Name	short position	Shares	Shares(1)	Capacity	interest(2)
Wang Yin	Long position	4,930,000	–	Beneficial owner	0.098
Jiang Wei	Long position	892,000	–	Beneficial owner	0.018
Yan Biao	Long position	1,992,000	–	Beneficial owner	0.040
Liu Yan Jie	Long position	550,000	250,000	Beneficial owner	0.016
Li Fuzuo	Long position	750,000	250,000	Beneficial owner	0.020
Du Wenmin	Long position	790,000	250,000	Beneficial owner	0.021
Wu Xiangdong	Long position	1,629,000	–	Beneficial owner	0.032

Notes:

These refer to underlying Shares of share options granted pursuant to the share option schemes of the Company. Details are as follows:

			Expiry Date for		Option outstanding	Option outstanding
		Date of	Exercise of the	Exercise		at the Latest
Name	Capacity	Grant	Option	Price	Practicable Date
				HK$
Liu Yan Jie	Beneficial owner	6/1/2005	5/31/2015	1.23		250,000
Li Fuzuo	Beneficial owner	6/1/2005	5/31/2015	1.23		250,000
Du Wenmin	Beneficial owner	6/1/2005	5/31/2015	1.23		250,000

– 58 –

APPENDIX II

GENERAL INFORMATION

This represents the percentage of the aggregate long positions in Shares and underlying Shares of the Company to the total issued share capital of the Company as at the Latest Practicable Date.
ii. Interest in the issued ordinary shares and underlying shares of China Resources Enterprise, Limited (“CRE”), an associated corporation of the Company

	Long		Number of	Approximate
	position/	Number of	underlying	percentage
Name	short position	shares	shares	of interest(1)
Wang Yin	Long position	28,000	–	0.001
Jiang Wei	Long position	240,000	–	0.010
Yan Biao	Long position	500,000	–	0.021
Du Wenmin	Long position	100,000	–	0.004

Note:

This represents the percentage of the aggregate long positions in shares and underlying shares of CRE to the total issued share capital of CRE as at the Latest Practicable Date.
iii. Interest in the issued ordinary shares and underlying shares of China Resources Gas Group Limited (“CR Gas”, previously known as China Resources Logic Limited), an associated corporation of the Company

	Long		Number of	Approximate
	position/	Number of	underlying	percentage
Name	short position	shares	shares	of interest(1)
Wang Yin	Long position	30,000	–	0.002
Wu Xiangdong	Long position	45,000	–	0.003
Li Fuzuo	Long position	51,000	–	0.004
Du Wenmin	Long position	54,000	–	0.004

Note:

This represents the percentage of the aggregate long positions in shares and underlying shares of CR Gas to the total issued share capital of CR Gas as at the Latest Practicable Date.

– 59 –

APPENDIX II

GENERAL INFORMATION

iv. Interest in the issued ordinary shares and underlying shares of China Resources Power Holdings Company Limited (“CR Power”), an associated corporation of the Company

	Long		Number of	Approximate
	position/	Number of	underlying	percentage
Name	short position	shares	shares(1)	of interest(2)
Wang Yin	Long position	–	427,560	0.009
Jiang Wei	Long position	840,000	570,080	0.030
Yan Biao	Long position	–	570,080	0.012
Liu Yan Jie	Long position	320,000	234,140	0.012
Li Fuzuo	Long position	528,000	274,860	0.017
Du Wenmin	Long position	297,000	183,240	0.010

Notes:

These refer to underlying shares of share options granted pursuant to the share option schemes of CR Power. Details are as follows:

				Option
				outstanding
				at the Latest
		Date of	Exercise	Practicable
Name	Capacity	grant	Price	Date
			HK$
Wang Yin	Beneficial owner	11/12/2003(1)	2.75	122,160
		3/18/2005(2)	3.919	305,400
Jiang Wei	Beneficial owner	11/12/2003(1)	2.75	203,600
		3/18/2005(2)	3.919	366,480
Yan Biao	Beneficial owner	11/12/2003(1)	2.75	244,320
		3/18/2005(2)	3.919	325,760
Liu Yan Jie	Beneficial owner	11/12/2003(1)	2.75	50,900
		3/18/2005(2)	3.919	183,240
Li Fuzuo	Beneficial owner	11/12/2003(1)	2.75	91,620
		3/18/2005(2)	3.919	183,240
Du Wenmin	Beneficial owner	11/12/2003(1)	2.75	183,240

Notes:

(1) Options are exercisable in 5 tranches of 20% each, from October 6, 2004, 2005, 2006, 2007 and 2008 to October 5, 2013.
(2) Options are exercisable in 5 tranches of 20% each, from March 18, 2006, 2007, 2008, 2009 and 2010 to March 17, 2015.
(3) Consideration for each of the grants mentioned above is HK$1.00.
This represents the percentage of the aggregate long positions in shares and underlying shares of CR Power to the total issued share capital of CR Power as at the Latest Practicable Date.

– 60 –

APPENDIX II

GENERAL INFORMATION

v. Interest in the issued ordinary shares and underlying shares of China Resources Microelectronics Limited (“CR Microelectronics”), an associated corporation of the Company

	Long		Number of	Approximate
	position/	Number of	underlying	percentage
Name	short position	shares	shares	of interest(1)
Wang Yin	Long position	540,000	–	0.009
Wu Xiangdong	Long position	1,215,000	–	0.021
Jiang Wei	Long position	537,614	–	0.009
Liu Yan Jie	Long position	10,810	–	0.0002
Li Fuzuo	Long position	918,000	–	0.016
Du Wenmin	Long position	1,458,000	–	0.025

Note:

This represents the percentage of the aggregate long positions in shares and underlying shares of CR Microelectronics to the total issued share capital of CR Microelectronics as at the Latest Practicable Date.

Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had or was deemed to have any interest or short position in the shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO), or were required pursuant to section 352 of the SFO to be entered in the register referred to therein, or were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

b. As at the Latest Practicable Date, none of the Directors had any direct or indirect interests in any assets which have since December 31, 2008 (being the date to which the latest published audited consolidated accounts of the Group were made up) been acquired or disposed of by or leased to or by the Company or any of its subsidiaries, or are proposed to be acquired or disposed of by or leased to or by the Company or any of its subsidiaries.
c. As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries, which was subsisting and was significant in relation to the business of the Group.
d. None of the Directors has any service contracts with the Company or any of its subsidiaries which does not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).
e. As at the Latest Practicable Date, the Directors were not aware that any of the Directors or their respective associates has interest in any business, apart from the Group’s business, which competes or is likely to compete, either directly or indirectly, with the business of the Group which falls to be disclosed under the Listing Rules.

– 61 –

APPENDIX II

GENERAL INFORMATION

3. SUBSTANTIAL SHAREHOLDERS

So far as was known to any Director or chief executive of the Company, as at the Latest Practicable Date, the following persons, other than a Director or chief executive of the Company, had an interest or short position in the Shares or underlying Shares which fell to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or 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 member of the Group:

					Percentage of the	Percentage of the
					aggregate long
					position in Shares
					to the issued share
					capital of the
					Company as at the
				Number of	Latest Practicable
Name of shareholder	Capacity	Nature of interest		Shares		Date
Finetex International Limited	Beneficial owner	Beneficial interest		847,604,218		16.86
(“Finetex”)(1)
China Resources (Holdings)	Beneficial owner	Beneficial interest		125,300,000		2.49
Company Limited (“CRH”)(1)
Gain Ahead Group Limited	Beneficial owner	Beneficial interest		2,200,497,022		43.78
(“Gain Ahead”)(1)
China Resources (Holdings)	Controlled	Corporate interest		3,048,101,240		60.64
Company Limited(1)	company’s
	interest
CRC Bluesky Limited	Controlled	Corporate interest		3,173,401,240		63.13
(“Bluesky”)(1)	company’s
	interest
China Resources Co., Limited	Controlled	Corporate interest		3,173,401,240		63.13
(“CRC”)(1)	company’s
	interest
China Resources National	Controlled	Corporate interest		3,173,401,240		63.13
Corporation (“CRNC”)(1)	company’s
	interest
JP Morgan Chase & Co.				252,338,350		5.02
	(i) Beneficial	(i)	Beneficial	(i) 2,819,491
	owner		interest
	(ii) Investment	(ii)	Other interest	(ii) 163,540,000
	manager
	(iii) Lending agent	(iii)	Other interest	(iii) 85,978,859

– 62 –

APPENDIX II

GENERAL INFORMATION

Notes:

(1) 847,604,218 and 2,200,497,022 shares of the Company are directly held by Finetex and Gain Ahead respectively, CRH is the sole shareholder of Finetex and Gain Ahead. Moreover, 125,300,000 shares of the Company are directly held by CRH, which is a 100% subsidiary of Bluesky, which is in turn owned as to 100% by CRC, which is in turn held as to 99.98% by CRNC. Thus, CRH, Bluesky, CRC and CRNC are deemed to be interested in an aggregate of 3,173,401,240 shares in the Company.

Save as aforesaid, as at the Latest Practicable Date, no other person had any interest in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provision of Divisions 2 and 3 of Part XV of the SFO or which were recorded in the register kept by the Company under section 336 of the SFO.

4. QUALIFICATION AND CONSENT OF EXPERTS

Taifook Capital, the Independent Financial Adviser, is a corporation licensed to carry on Type 6 regulated activity under the SFO. CB Richard Ellis, the Valuer, is the independent property valuer. Global Law Office is the PRC legal adviser.

Each of Taifook Capital, CB Richard Ellis and Global Law Office has given and has not withdrawn its written consent to the issue of this circular with copies of its letter and the references to its name included herein the form and context in which they respectively appear.

As at the Latest Practicable Date, each of Taifook Capital, CB Richard Ellis and Global Law Office was not interested in any Share or share in any member of the Group, nor does it have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any Share or share in any member of the Group. As at the Latest Practicable Date, none of the aforesaid parties had any direct or indirect interests in any assets which have since December 31, 2008 (being the date to which the latest published audited consolidated accounts of the Group were made up) been acquired or disposed of by or leased to or by the Company or any of its subsidiaries, or are proposed to be acquired or disposed of by or leased to or by the Company or any of its subsidiaries.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Company since December 31, 2008, being the date of the latest published audited financial statements of the Company.

6. GENERAL

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

– 63 –

APPENDIX II

GENERAL INFORMATION

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours on any weekday (public holidays excepted) at the head office of the Company at Room 4301, 43rd Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong up to and including the date of the EGM:

a. the Sale and Purchase Agreement;
b. letter from the Independent Board Committee as set out on page 16 to this circular;
c. the letter from Taifook Capital to the Independent Board Committee and the Independent Shareholders as set out on pages 17 to 36 of this circular;
d. the property valuation report from the Valuer as set out on pages 37 to 57 of this circular; and
e. the written consents referred to in paragraph 4 of this appendix.

– 64 –

NOTICE OF THE EGM

==> picture [306 x 67] intentionally omitted <==

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1109)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Resources Land Limited (the “Company”) will be held at Salon III and IV, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on August 28, 2009 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution:

AS ORDINARY RESOLUTION

1. “ THAT :

(a) the conditional sale and purchase agreement (the “Sale and Purchase Agreement”) dated July 31, 2009 entered into between Central New Investments Limited (the “Vendor”) and the Company (the “Purchaser”) (a copy of which is produced to the meeting marked “A" and signed by the chairman of the meeting for the purposes of identification) in relation to, among other matters, the Acquisition (as defined in the circular (the “Circular”) of the Company to its shareholders dated August 12, 2009) (a copy of the Circular is produced to the meeting marked “B” and signed by the chairman of the meeting for the purposes of identification) be and is hereby approved, confirmed and ratified in all respects and all the transactions contemplated pursuant to the Sale and Purchase Agreement be and are hereby approved, confirmed and ratified in all respects; and
(b) any one director of the Company or any other person authorised by the board of directors of the Company from time to time be and are hereby authorised to sign, execute, perfect and deliver and where required, affix the common seal of the Company to, all such documents, instruments and deeds, and do all such actions which are in his opinion necessary, appropriate, desirable or expedient for the implementation and completion of the Sale and Purchase Agreement, all other transactions contemplated under or incidental to the Sale and Purchase Agreement and all other matters incidental thereto or in connection therewith and to agree to the variation and waiver of any of the

– 65 –

NOTICE OF THE EGM

matters relating thereto that are, in his opinion, appropriate, desirable or expedient in the context of the Acquisition and are in the best interests of the Company.”

By order of the Board China Resources Land Limited WANG Yin Chairman

Hong Kong, August 12, 2009

Notes:

Any member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy needs not be a member of the Company.
In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at Tricor Standard Limited, the branch share registrar of the Company, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

– 66 –

AI assistant

Folangsi Co., Ltd — Proxy Solicitation & Information Statement 2009

50629_rns_2009-08-11_d0cb6423-27ee-4aab-b3e4-1b70afdddc12.pdf

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

CONTENTS

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

(A) THE SALE AND PURCHASE AGREEMENT

Date

Parties

Sale Shares

Consideration

Condition precedent

Deed of Indemnity

Completion

(B) INFORMATION ON THE TARGET GROUP

LETTER FROM THE BOARD

Shenyang City Crossing Site (沈陽華潤中心項目)

Shenyang Tiexi Site (沈陽鐵西項目)

China Resources Arch (華潤•凱旋門)

The Landmark (置地廣場)

Beijing China Resources Hotel Site (北京華潤飯店項目)

Fuzhou Hongwan Site (福州洪灣項目)

(C) BASIS OF CONSIDERATION

(D) REASONS FOR AND BENEFITS OF THE ACQUISITION

(E) LISTING RULES IMPLICATIONS

(F) GENERAL

(G) EXTRAORDINARY GENERAL MEETING

LETTER FROM THE BOARD

Yours faithfully, For and on behalf of the Board CHINA RESOURCES LAND LIMITED WANG Yin Chairman

(Stock Code: 1109)

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

DISCLOSEABLE AND CONNECTED TRANSACTION PROPOSED ACQUISITION OF CERTAIN PROPERTIES OF CHINA RESOURCES (HOLDINGS) COMPANY LIMITED

INTRODUCTION

LETTER FROM TAIFOOK CAPITAL

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1 The Acquisition

1.1 Background information

1.1.2 Information of the Target Group

1.1.2.1 The Project Sites

(i) Shenyang City Crossing Site (沈陽華潤中心項目)

(ii) Shenyang Tiexi Site (沈陽鐵西項目)

(a) China Resources Arch (華潤‧凱旋門)

LETTER FROM TAIFOOK CAPITAL

(b) The Landmark (置地廣場)

(iii) Beijing China Resources Hotel Site (北京華潤飯店項目)

(iv) Fuzhou Hongwan Site (福州洪灣項目)

1.1.2.2 Financial information on the Target Group

1.2 Prospects of the PRC market

1.2.1 General economic information of the PRC

1.2.2 Prospects of the PRC property market

Property trading market

Monthly price movement in Beijing, Shenyang and Fuzhou

Rental market for commercial properties

1.2.3 Prospects of the hotel industry in the PRC

1.3 Reasons for and benefits of the Acquisition

2 Principal terms of the Sale and Purchase Agreement

2.1 Consideration for the Acquisition and the adjustment mechanism

2.2 Settlement method of the Consideration

2.2.1 Cash resources

2.2.2 Overdue interest rate

2.3 Deed of Indemnity

3 Financial effects of the Acquisition on the Group

3.1 Net assets value

3.2 Earnings

3.3 Cash position

3.4 Net gearing level

RECOMMENDATION

The Directors

RE: PORTFOLIO OF PROPERTIES IN THE PEOPLE’S REPUBLIC OF CHINA

SUMMARY OF VALUES

VALUATION CERTIFICATE

Group I – Property interests held by the Sales Group under development

Property

Description and tenure

Details of occupancy

PROPERTY VALUATION

Property

Description and tenure

Details of occupancy

Folangsi Co., Ltd Proxy Solicitation & Information Statement 2009