Kaisa Group Holdings Ltd. - Proxy Solicitation & Information Statement 2010

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kaisa Group Holdings Ltd. 佳兆業集團控股有限公司*, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the 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.

KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

CONNECTED TRANSACTION

Independent Financial Adviser to the Independent Board Committees and the Shareholders

==> picture [151 x 33] intentionally omitted <==

A letter from the Board is set out on pages 5 to 10 of this circular and a letter from the Independent Board Committee is set out on page 11 of this circular. A letter from GuocoCapital Limited, the Independent Financial Adviser to the Independent Board Committee and the Shareholders, containing its advice to the Independent Board Committee and the Shareholders in relation to the Acquisition is set out on pages 12 to 20 of this circular.

Hong Kong, 30 April 2010

* For identification purposes only

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from GuocoCapital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Appendix I – Valuation report on Fenglong Center . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

DEFINITIONS

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

“Acquisition”
the acquisition of the Sale Interests by the Purchaser as contemplated under the Sale and Purchase Agreement
“Board”

the board of Directors

“BVI”

the British Virgin Islands

“Company”
Kaisa Group Holdings Ltd. (佳兆業集團控股有限公司*), a company incorporated in the Cayman Islands, as an exempted company on 2 August 2007 with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange
“connected person”
has the meaning ascribed to it under the Listing Rules
“Consideration” RMB349,847,721 (approximately HK$397,238,243)
“Da Chang”
Da Chang Investment Company Limited (大昌投資有限公司), an investment holding company incorporated in the BVI on 23 July 2007 and a Shareholder
“Da Feng”
Da Feng Investment Company Limited (大豐投資有限公司), an investment holding company incorporated in the BVI on 23 July 2007 and a Shareholder
“Da Zheng”
Da Zheng Investment Company Limited (大正投資有限公司), an investment holding company incorporated in the BVI on 23 July 2007 and a Shareholder
“Debt”
the debt owed by Da Xin Group (China) Limited (大信集團（中國）有限公司) and Jinshan Trade Company to Shenzhen Development Bank, which was guaranteed by the Target Company, details of which are more particularly set out in the section headed “Business – Legal Proceedings and Material Claims” in the Company’s prospectus dated 26 November 2009
“Directors”

the directors of the Company

– 1 –

DEFINITIONS

“Fenglong Center”
“GFA”
“Group”
“HK$”
“Hong Kong”
“Independent Board Committee”
“Independent Financial Adviser” or “GuocoCapital”
“Kwok Family” or “Founding Shareholders”
“Kwok Family Trust”
“Latest Practicable Date”
“Listing Rules”

the property to be jointly developed by the Target Company and Shenzhen Chengjian, as described in the section headed “Information on the Target Company” in the “Letter from the Board” in this circular

gross floor area

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
an independent committee of the Board, comprising all the independent non-executive Directors appointed by the Board to advise the Shareholders in respect of the Acquisition
GuocoCapital Limited, licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser appointed to advise the Independent Board Committee and the Shareholders in relation to the Acquisition
Mr. Kwok Ying Shing, Mr. Kwok Chun Wai and Mr. Kwok Ying Chi
a discretionary family trust established by the Founding Shareholders, the beneficiaries of which include the Founding Shareholders and their immediate family members
26 April 2010, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
the Rules Governing the Listing of Securities on the Stock Exchange

– 2 –

DEFINITIONS

“Main Board”
the stock exchange (excluding the option market) operated by the Stock Exchange which is independent from and operates in parallel with the Growth Enterprise Market of the Stock Exchange
“percentage ratios”
has the meaning ascribed to it under the Listing Rules
“PRC”
the People’s Republic of China, which for the purposes of this circular, excludes Hong Kong, the Macao Special Administrative Region of the People’s Republic of China and the Republic of China
“Project” the development of Fenglong Center as described in the section headed “Information on the Target Group an Fenglong Center” in the “Letter from the Board” in this circular
“Purchaser”
Zhan Zheng Consulting Company Limited (展正資詢有限公司), a limited liability company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company
“Pre-IPO Share Option Scheme”
the pre-IPO share option scheme conditionally approved and adopted by the Company on 22 November 2009, the principal terms of which are summarised in the prospectus of the Company dated 26 November 2009
“RMB”
Renminbi, the lawful currency of the PRC
“Sale and Purchase Agreement”
the sale and purchase agreement dated 20 February 2010 and entered into between the Purchaser and the Vendor in relation to the sale and purchase of the Sale Interests
“Sale Interests”
the 44% equity interest in the registered capital of the Target Company as at the Latest Practicable Date
“SFO”
the Securities and Futures Ordinance (Chapter 571 of The Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
“Share(s)”
ordinary share(s) with a par value of HK$0.10 each in the share capital of the Company
“Shareholder(s)”
holder(s) of the Share(s)

– 3 –

DEFINITIONS

“Shenzhen Chengjian” 深圳市城市建設開發（集團）公司 (Shenzhen City Construction Development (Group) Co., Ltd.)[#] , an independent third party “Shenzhen Jililong” 深圳市吉利隆實業有限公司 (Shenzhen Jililong Shiye Co., Ltd.)[#] , a sino-foreign equity joint venture established in the PRC on 21 March 1997 and a wholly-owned subsidiary of the Company

“sq.m.” square metre
“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Company” 豐隆集團有限公司 (Fenglong Group Co., Ltd.)[#] , a limited liability company established in the PRC on 29 October 1993, and of which 44% of its registered capital is owned by the Vendor, 56% is owned by Shenzhen Jililong as of the Latest Practicable Date

“Vendor” Fitter Holdings Limited (飛達集團有限公司), a limited liability company incorporated in Hong Kong “%” per cent

Note: For the purpose of this circular, the exchange rate of RMB0.8807 = HK$1.00 has been used for currency translation, where applicable. Such exchange rates are for illustration purposes and do not constitute representation that any amount in RMB or HK$ have been, could have been or may be converted in such rates.
For identification purposes only
# The English transliteration of the Chinese names in this circular, where indicated, is included for information only, and should not be regarded as the official English names of such Chinese names.

– 4 –

LETTER FROM THE BOARD

KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

Executive Directors: Mr. Kwok Ying Shing Mr. Kwok Ying Chi Mr. Sun Yuenan Mr. Tam Lai Ling Mr. Ye Jiansheng Mr. Chen Gengxian Ms. Jin Jane

Independent non-executive Directors: Mr. Zhang Yizhao Mr. Rao Yong Mr. Fok Hei Yu

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

Principal place of business in Hong Kong: 20th Floor, Two International Finance Centre 8 Finance Street Central Hong Kong 30 April 2010

To the Shareholders

Dear Sir/Madam,

CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the announcement of the Company dated 22 February 2010. On 20 February 2010, the Purchaser, an indirect wholly-owned subsidiary of the Company, and the Vendor entered into the Sale and Purchase Agreement pursuant to which, the Purchaser agreed to buy, and the Vendor agreed to sell, the Sale Interests for RMB349,847,721 (approximately HK$397,238,243).

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Shareholders in relation to the Acquisition. GuocoCapital has been appointed as an independent financial adviser to advise the Independent Board Committee and the Shareholders in relation to the Acquisition.

* For identification purposes only

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to give you, among other things, (i) further details about the Acquisition; (ii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Shareholders in relation to the Acquisition; and (iii) the recommendation of the Independent Board Committee in relation to the Acquisition.

THE AGREEMENT

Date:

20 February 2010

Parties:

(1) The Vendor: Fitter Holdings Limited
(2) The Purchaser: Zhan Zheng Consulting Company Limited

The Acquisition

Assets to be acquired:

Pursuant to the Sale and Purchase Agreement, the Purchaser agreed to buy, and the Vendor agreed to sell, the Sale Interests. As of the Latest Practicable Date, the registered capital of the Target Company is held as to 44% by the Vendor, 56% by Shenzhen Jililong. Shenzhen Jililong is an indirect wholly-owned subsidiary of the Company. Upon completion of the Acquisition, the Target Company will become a wholly-owned subsidiary of the Company.

Consideration:

The consideration for the Acquisition shall be RMB349,847,721 (approximately HK$397,238,243), which would be payable in the following manner:

(a) an initial deposit of RMB44,035,000 (approximately HK$50,000,000) to be paid in cash within five business days from the date of signing of the Sale and Purchase Agreement (the “ Deposit ”);
(b) the sum of RMB220,175,000 (approximately HK$250,000,000) to be paid in cash within three business days after the transfer of the Sale Interests to the Purchaser; and
(c) the balance to be paid in cash within two business days after issue of the property ownership certificates of Fenglong Center.

– 6 –

LETTER FROM THE BOARD

The consideration for the Acquisition was determined after arm’s length negotiations between the Purchaser and the Vendor based on the following factors:

(a) the settlement of the Debt pursuant to a settlement agreement entered into among the Target Company, Shenzhen Jililong and Shenzhen Development Bank in December 2009, under which Shenzhen Development Bank agreed to (i) accept payment of RMB180 million by the Target Company in full settlement of the entire outstanding Debt together with interest accrued thereon as well as related costs and expenses due and owing to Shenzhen Development Bank; and (ii) to transfer the 1% equity interest which it held in the Target Company to Shenzhen Jililong for a consideration of RMB152,279 (the “ Transfer ”), on and upon the full settlement of the Debt (the “ Settlement Agreement ”). The Transfer was completed in March 2010. An application has been made by the Shenzhen Development Bank to the People’s Court of Puning City for the release of the seizure order in relation to the portion of Fenglong Center which was seized as a result of the default in payment of the Debt. As of the Latest Practicable Date, the application of the release of the seizure order is still under judicial process;
(b) the settlement of the Debt in December 2009 has been fully reflected in the management accounts of the Target Company as at 31 December 2009;
(c) a property valuation conducted on Fenglong Center as of 30 September 2009, as appraised by an independent property valuer, at RMB1,554 million assuming that the State-owned land use rights certificate for the Fenglong Center has been obtained and the demolition and resettlement fees estimated at approximately RMB38 million has been fully settled; and
(d) the unaudited net deficits of the Target Company as at 31 December 2009 of RMB98,838,054 (approximately HK$112,226,699).

The consideration for the Acquisition will be financed by the Group’s internal resources. As of the Latest Practicable Date, the Group has already paid the Deposit to the Vendor.

The Directors are of the view that the consideration for the Acquisition is fair and reasonable.

– 7 –

LETTER FROM THE BOARD

INFORMATION ABOUT THE GROUP, THE PURCHASER AND THE VENDOR

The Group is one of the leading property developers in the Pearl River Delta region and is principally engaged in the development of large-scale residential properties and integrated commercial properties in the PRC.

The Purchaser is principally engaged in investment holding in Hong Kong.

The Vendor is principally engaged in investment holding in Hong Kong. The ultimate beneficial owners of the Vendor are Mr. Lo Siu Kit (盧紹傑) and Ms. Yung Hiu Wan (翁曉雲).

INFORMATION ON THE TARGET GROUP AND FENGLONG CENTER

The Target Company is a company incorporated in the PRC on 29 October 1993 as a limited liability company and was owned as to 55% by Shenzhen Jililong, 44% by the vendor and 1% by Shenzhen Development Bank prior to March 2010. As part of the settlement of the Debt, Shenzhen Development Bank, Bao’ An Branch, transferred the 1% equity interest it held in the Target Company to Shenzhen Jililong as for a consideration of RMB152,279 upon payment of RMB180 million by the Target Company together with expenses due and owing to Shenzhen Development Bank. Accordingly, upon the completion of the transfer and as of the Latest Practicable Date, the registered capital of the Target Company is held as to 56% by Shenzhen Jililong, a wholly-owned subsidiary of the Company. The Vendor is the registered holder of 44% of the registered capital of the Target Company.

The registered capital of the Target Company is RMB168,000,000 (approximately HK$190,757,352), and the original purchase cost of the Sale Interests to the Vendor was RMB73,920,000. The Target Company is principally engaged in property development. Fenglong Center is located at Shennan Avenue in Futian District, Shenzhen and occupies an aggregate site area of approximately 14,411 sq.m. with a total GFA of approximately 142,000 sq.m. As of the Latest Practicable Date, the existing buildings and structures on the land site were in the process of demolition. Fenglong Center is expected to comprise one high-rise office building with one large dining area and retail space.

The Project will be jointly developed by the Target Company and Shenzhen Chengjian, an independent third party. The Target Company and Shenzhen Chengjian have entered into a land grant contract with the relevant government authority, under which the Target Company will hold an 88.5% interest in the land and Shenzhen Chengjian will hold the remaining 11.5% interest. The total payment of RMB66,900,000 for the land premium was paid in full in September 2003. As of the Latest Practicable Date, the land use rights certificate for Fenglong Centre has not been obtained. According to the PRC legal opinion issued by the Company’s PRC legal adviser, King & Wood, upon completion of the demolition and resettlement work in accordance with applicable laws, there is no legal impediment for the Target Company and Shenzhen Chengjian to obtain the relevant land use rights certificate. For further details on the land use rights certificate, please refer to “Business – Description of our property development projects – Fenglong Center in the Company’s prospectus dated 26 November 2009.

– 8 –

LETTER FROM THE BOARD

On 26 September 2003, a portion of Fenglong Center with a total GFA of approximately 125,694 sq.m. was seized in connection with the alleged default on the Debt. For further details of the seizure, please refer to “Business – Legal Proceedings and Material Claims” in the Company’s prospectus dated 26 November 2009. The Target Company had entered into the Settlement Agreement with the relevant parties as described under the paragraph “Consideration” in the section headed “The Agreement” above. An application has been made for such release by the Shenzhen Development Bank. As of the Latest Practicable Date, the application of the release of the seizure order in relation to the portion of Fenglong Center is still under judicial process.

The Board considered the valuation of Fenglong Center (using direct comparison approach and making reference to the comparable market transactions as available in the market) to be the fair value of the property. The acquired property assets will be stated at lower of cost or net realisable value on the Group’s consolidated balance sheet.

FINANCIAL INFORMATION ON THE TARGET COMPANY

The following information is extracted respectively from the audited financial of the Target Company for the two financial years ended 31 December 2008 and 31 December 2009:

	For the year	ended
	31 December
	2008	2009
	RMB’000	RMB’000
Turnover	Nil	Nil
Profits before taxation	Nil	Nil
Profits after taxation	Nil	Nil
Net deficits as of 31 December	98,838,054	98,838,054

The cost, after taking into account the settlement of the Debt, incurred on the Fenglong Center was approximately RMB399,219,376 as of 31 December 2009. Based on professional valuation conducted by an independent professional valuer, the capital value of Fenglong Center as at 30 September 2009 would have been RMB1,554,800,000 had the Group obtained the State-owned land use rights certificate for the property and demolition and resettlement fees estimated at approximately RMB38,000,000 been fully settled.

REASONS FOR THE ACQUISITION

The Company indirectly owned 56% of the Target Company as at the Latest Practicable Date. After the Acquisition, the Company will indirectly own 100% of the Target Company. This will allow the Company to further consolidate its leading position in the Shenzhen commercial property market which the Directors consider to have continued growth potential in the future. The Directors are optimistic about the prospect of the future commercial property market in Shenzhen, the PRC.

– 9 –

LETTER FROM THE BOARD

The Directors are of the opinion that the Sale and Purchase Agreement and the Acquisition are on normal commercial terms, fair and reasonable and in the interests of the Company and its Shareholders as a whole. The completion of the Acquisition will not have any material change to the assets and liabilities of the Group.

IMPLICATION UNDER THE LISTING RULES

The Target Company is a subsidiary of the Company. As the Vendor is a substantial shareholder of the Target Company, the Vendor is a connected person of the Company under the Listing Rules. Therefore, the Acquisition constitutes a connected transaction of the Company under the Listing Rules. As the highest of all applicable percentage ratios in respect of the Acquisition is above 2.5%, the Acquisition is subject to the requirements of reporting, announcement and independent shareholders’ approval of the Company under Chapter 14A of the Listing Rules.

On the basis that (i) the Vendor is not interested in any Shares and no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition; and (ii) Da Chang, Da Feng and Da Zheng, a closely allied group of Shareholders indirectly wholly-owned by the Kwok Family Trust, holding 1,136,081,824 Shares, 1,170,508,544 Shares and 1,136,081,824 Shares respectively, and an aggregate of 3,442,672,192 Shares, representing approximately 69.73% of the issued share capital of the Company as at the Latest Practicable Date, have approved the Acquisition in writing in accordance with Rule 14A.43 of the Listing Rules, and members of the Kwok Family are parties acting in concert pursuant to a concert party agreement dated 28 April 2008, the Company has applied to the Stock Exchange pursuant to Rule 14A.43 of the Listing Rules for a waiver from strict compliance with the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Stock Exchange has granted a waiver to the Company from strict compliance with the requirement to hold a general meeting to approve the Acquisition. Accordingly, no general meeting will be held. The information contained in this circular is for information of the Shareholders only.

ADDITIONAL INFORMATION

Your attention is drawn to the letter from the Independent Board Committee set out on page 11 of this circular which contains its recommendation to the Shareholders in relation to the Acquisition. Your attention is also drawn to the letter of advice from GuocoCapital set out on pages 12 to 20 of this circular which contains its advice to the Independent Board Committee and the Shareholders in relation to the Acquisition and the principal factors and reasons considered by it in formulating its advice.

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

By Order of the Board Kaisa Group Holdings Ltd. Mr. Kwok Ying Shing Chairman and executive Director

– 10 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1638)

30 April 2010

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION

We refer to the circular of the Company to the Shareholders dated 30 April 2010 (the “ Circular ”), in which this letter forms a part. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the Circular.

We have been appointed by the Board as members of the Independent Board Committee to advise the Shareholders on whether the terms of the Acquisition are fair and reasonable so far as the Company and the Shareholders are concerned.

We wish to draw your attention to the letter of advice from GuocoCapital Limited (“ GuocoCapital ”), the Independent Financial Adviser appointed to advise the Independent Board Committee and the Shareholders in relation to the Acquisition as set out on pages 12 to 20 of the Circular and the letter from the Board set out on pages 5 to 10 of the Circular.

Having considered, among other matters, the factors and reasons considered by, and the opinion of, GuocoCapital as stated in its letter of advice, we consider that the terms of the Acquisition are on normal commercial terms, in the ordinary and usual course of business of the Company, fair and reasonable so far as the Shareholders are concerned and in the interests of the Shareholders as a whole.

Yours faithfully

The Independent Board Committee of

Kaisa Group Holdings Ltd.

Mr. Zhang Yizhao

Mr. Rao Yong

Mr. Fok Hei Yu

Independent non-executive Directors

* For identification purposes only

– 11 –

LETTER FROM GUOCOCAPITAL LIMITED

The following is the text of the letter of advice from GuocoCapital Limited, the Independent Financial Adviser to the Independent Board Committee and the Shareholders, in respect of the Acquisition, which has been prepared for the purpose of incorporation in this circular.

==> picture [151 x 33] intentionally omitted <==

30 April 2010

To the Independent Board Committee and the Shareholders

Dear Sirs,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Shareholders in respect of the Acquisition and the terms contemplated under the Sale and Purchase Agreement. Details of which are set out in the letter from the Board in the circular of the Company dated 30 April 2010 (the “Circular”), of which this letter forms part. Capitalized terms used in this letter shall have the same respective meanings as those defined in the Circular unless the context otherwise requires.

On 20 February 2010, the Purchaser and the Vendor entered into the Sale and Purchase Agreement pursuant to which, the Purchaser agreed to buy, and the Vendor agreed to sell, the Sale Interests for RMB349,847,721 (approximately HK$397,238,243). As at the Latest Practicable Date, the registered capital of the Target Company was held as to 44% by the Vendor and 56% by the Company through Shenzhen Jililong. Upon completion of the Acquisition, the Target Company will become a wholly-owned subsidiary of the Company.

– 12 –

LETTER FROM GUOCOCAPITAL LIMITED

and an aggregate of 3,442,672,192 Shares, representing approximately 69.73% of the issued share capital of the Company as at the Latest Practicable Date, have approved the Acquisition in writing in accordance with Rule 14A.43 of the Listing Rules, the Company has applied to the Stock Exchange pursuant to Rule 14A.43 of the Listing Rules for a waiver from strict compliance with the independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules. The Stock Exchange has granted a waiver to the Company from strict compliance with the requirement to hold a general meeting to approve the Acquisition.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Zhang Yizhao, Mr. Rao Yong and Mr. Fok Hei Yu, has been established to advise the Shareholders as to whether the Acquisition and the terms of the Sale and Purchase Agreement are on normal commercial terms, in the ordinary and usual course of business and in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Shareholders are concerned.

BASIS OF OUR OPINION

We are not associated with the Company and its substantial Shareholders or any party acting, or presumed to be acting, in concert with any of them and, accordingly, are considered eligible to give independent advice on the Acquisition and the terms contemplated under the Sale and Purchase Agreement. Apart from normal professional fee payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company or its substantial Shareholders or any party acting, or presumed to be acting, in concert with any of them.

In formulating our opinion with regard to the Acquisition and the terms contemplated under the Sale and Purchase Agreement, we have relied on the information supplied, representations made and opinions expressed by the Company, its Directors, advisers and representatives, for which they are solely responsible. We have assumed that all such information and representations were true, accurate and complete at the time they were made and continue to be so at the date of this letter. We have also assumed that all statements of belief, opinion and intention of the Directors, the Company’s advisers and representatives produced to us were reasonably made after due and careful inquiry. We have been advised by the Company that no material facts, the omission of which would make any statement or opinion contained in this letter to be misleading, have been omitted from the information provided by the Company to us.

We consider that we have been provided with, and we have reviewed, sufficient information to enable us to reach an informed view thereof and to justify reliance on the accuracy of the information provided to us so as to provide a reasonable basis for our advice. We have no reason to suspect that any material facts or information have been omitted or withheld from the information supplied or opinions expressed to us nor to doubt the truth, accuracy and completeness of the information and representations provided, or the reasonableness of the opinions expressed, to us by the Company, its Directors, advisers and representatives. We have not, however, carried out any independent verification of the information provided to us by the Company, its Directors, advisers and representatives, nor have we conducted any independent in-depth

– 13 –

LETTER FROM GUOCOCAPITAL LIMITED

investigation into the business and affairs or future prospects of the Group and the Target Company. Accordingly, we do not warrant the accuracy or completeness of any such information.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinions, we have taken into consideration the following principal factors and reasons:-

I. Background to and reasons for the Acquisition

a. Background information of the relevant parties

• The Group

Since the commencement of the Group’s operation in 1999, the Group has been developed as one of the leading property developers in the Pearl River Delta region and is principally engaged in the development of large-scale residential properties and integrated commercial properties in the PRC. In 2008, it was ranked second in the comprehensive annual ranking list of qualified real estate development enterprises in Shenzhen. The GFA of newly completed projects and projects under development of the Group amounted to approximately 0.4 million sq.m. and 1.4 million sq.m. respectively for the year ended 31 December 2009. The Group had a total land bank of approximately 12.6 million sq.m. as of 31 December 2009 which is sufficient for the Group’s development needs for the next three to five years in the opinion of the Directors. Set out below is the key audited financial information of the Group for each of the three years ended 31 December 2009:-

	For the year	ended 31	December
(in RMB million)	2007	2008	2009
Revenue	2,239.4	3,110.4	4,672.2
Profit attributable to equity
holders	483.4	500.9	547.9

The Group’s revenue was primarily generated from sales of its developed properties, which amounted to approximately 93.6%, 94.8% and 96.6% of its total revenue for each of the three years ended 31 December 2009 respectively. The profit attributable to equity holders of the Company increased from approximately RMB483.4 million in 2007 to approximately RMB500.9 million in 2008, and increased further to approximately RMB547.9 million in 2009.

– 14 –

LETTER FROM GUOCOCAPITAL LIMITED

The Group intends to continue to focus on developing residential and commercial properties in the Pearl River Delta region and further diversify geographically through expansion into other promising markets in China, including the Yangtze River Delta region, the Chengdu-Chongqing region, the Central China region and the Pan-Bohai Bay Rim.

• The Purchaser and the Vendor

The Purchaser, being an indirect wholly-owned subsidiary of the Company, is principally engaged in investment holding in Hong Kong. The Vendor is principally engaged in investment holding in Hong Kong.

• The Target Company

The Target Company is a company established in the PRC on 29 October 1993 as a limited liability company. Following the transfer of 1% registered capital of the Target Company to Shenzhen Jililong in March 2010 (details of which are set out in paragraph headed “Recent development of Fenglong Center” below), the registered capital of the Target Company is held as to 56% by Shenzhen Jililong and 44% by the Vendor. Fenglong Center is the principal asset of the Target Company.

As disclosed in the letter from the Board, Fenglong Center will be jointly developed by the Target Company and Shenzhen Chengjian, an independent third party. The Target Company and Shenzhen Chengjian have entered into a land grant contract with the relevant government authority, under which the Target Company will hold an 88.5% interest in the land whereas Shenzhen Chengjian will hold the remaining 11.5% interest. The total payment of RMB66.9 million for the land premium was paid in full in September 2003. As of the Latest Practicable Date, the land use rights certificate for Fenglong Center has not been obtained.

Set out below is the financial information extracted from the audited financial statements of the Target Company for the years ended 31 December 2008 and 2009:-

	For the year	ended
	31 December
(in RMB)	2008	2009
Turnover	Nil	Nil
Profits before taxation	Nil	Nil
Profits after taxation	Nil	Nil
Net deficits as at 31 December	98,838,054	98,838,054

– 15 –

LETTER FROM GUOCOCAPITAL LIMITED

The Target Company did not record any revenue for each of the two years ended 31 December 2009 as the development of Fenglong Center has not yet been commenced. As at 31 December 2009, the cost incurred on Fenglong Center was approximately RMB399.2 million after taking into account the settlement of the Debt.

b. Reasons for the Acquisition

Recent property market and economic condition in Shenzhen

The Company indirectly owned 56% of the Target Company as at the Latest Practicable Date. After the Acquisition, the Target Company will become a wholly-owned subsidiary of the Company. The Directors are of the view that the Acquisition will allow the Company to further consolidate its leading position in the Shenzhen commercial property market.

Set out below is the information in relation to the economic conditions and the property market in Shenzhen during the past years:-

	2005	2006	2007	2008	2009
Sales of commodity housing in
Shenzhen (in million sq.m.) (1)	9.9	8.0	5.6	4.2	7.1
Price index of commercial
properties in Shenzhen (the
forth quarter each year) (1)	184.7	221.5	256.0	229.3	234.6
Gross domestic product of
Shenzhen (in RMB billion) (2)	495.1	581.4	680.2	778.7	820.1

Source: (1) Urban Planning, Land and Resources Commission of Shenzhen Municipality (2) Statistics Bureau of Shenzhen Municipality

It is noted that the sales of commodity housing, in terms of floor area sold, declined from 2005 to 2008 and increased significantly by approximately 69.0% from approximately 4.2 million sq.m. in 2008 to approximately 7.1 million sq.m. in 2009. The prices of commercial properties demonstrate a general increasing trend from the forth quarter of 2005 to 2009 at a compound annual growth rate (“CAGR”) of approximately 6.2%. The gross domestic product of Shenzhen recorded a rapid growth from 2005 to 2009 at a CAGR of approximately 13.4%.

With the recent economic growth and property market developments in Shenzhen illustrated above, the Directors consider that the Shenzhen commercial property market will have continued growth potential in the

– 16 –

LETTER FROM GUOCOCAPITAL LIMITED

future and are optimistic about the prospect of the future Shenzhen commercial property market.

Recent development of Fenglong Center

Fenglong Center was held by the Target Company for future development. It is located at Shennan Avenue in Futian District, Shenzhen and occupies an aggregate site area of approximately 14,411 sq.m. with a total GFA of approximately 142,000 sq.m.. Fenglong Center is expected to comprise one high-rise office building with one large dining area and retail space.

On 26 September 2003, a portion of Fenglong Center with a total GFA of approximately 125,694 sq.m. was seized in connection with the alleged default on the Debt which was guaranteed by the Target Company. As advised by the Directors, the Target Company and Shenzhen Jililong had entered into the Settlement Agreement with Shenzhen Development Bank pursuant to which, among others, Shenzhen Development Bank agreed to accept payment of RMB180 million by the Target Company in full settlement of the entire outstanding Debt together with interest accrued thereon as well as related costs and expenses due and owing to Shenzhen Development Bank. Shenzhen Development Bank, Bao’ An Branch, would also transfer 1% registered capital it held in the Target Company to Shenzhen Jililong at a consideration of RMB152,279 following the settlement of the agreed sum by the Target Company pursuant to the Settlement Agreement. We are given to understand that the Debt had been fully settled as at the Latest Practicable Date and the transfer of 1% registered capital of the Target Company to Shenzhen Jililong was completed in March 2010. An application has been made by Shenzhen Development Bank to the People’s Court of Puning City for the release of the seizure order accordingly. To the best knowledge of the Directors, the application is still under judicial process as at the Latest Practicable Date.

As at the Latest Practicable Date, the land use rights certificate for Fenglong Center has not been obtained. According to the PRC legal opinion issued by the Company’s PRC legal adviser, upon completion of the demolition and resettlement work in accordance with applicable laws, there is no legal impediment for the Target Company and Shenzhen Chengjian to obtain the relevant land use rights certificate.

Having considered (i) the principal businesses of the Company and the Target Company; (ii) the recent property market and economic conditions in Shenzhen; (iii) the recent actions taken by the Target Company to release the seizure order; and (iv) the legal opinion regarding the obtaining of the land use rights certificate for Fenglong Center, we concur with the view of the Directors that the Acquisition is conducted in the ordinary and usual course of business and in the interests of the Group and the Shareholders as a whole.

– 17 –

LETTER FROM GUOCOCAPITAL LIMITED

II. Consideration for the Acquisition

The consideration and payment method

The consideration for the Acquisition shall be RMB349,847,721 (approximately HK$397,238,243), which will be payable in the following manner:

(a) an initial deposit of RMB44,035,000 (approximately HK$50,000,000) to be paid in cash within five business days from the date of signing of the Sale and Purchase Agreement;
(b) the sum of RMB220,175,000 (approximately HK$250,000,000) to be paid in cash within three business days after the transfer of the Sale Interests to the Purchaser; and
(c) the balance to be paid in cash within two business days after issue of the property ownership certificates of Fenglong Center.

The consideration for the Acquisition will be financed by the Group’s internal resources.

Bases of determination

As advised by the Directors, the consideration for the Acquisition was determined after arm’s length negotiations between the Purchaser and the Vendor with reference to, among other things:

(a) the settlement of the Debt pursuant to the Settlement Agreement;
(b) the settlement of the Debt in December 2009 has been fully reflected in the management accounts of the Target Company as at 31 December 2009;
(c) a property valuation conducted on Fenglong Center as of 30 September 2009; and
(d) the unaudited net deficits of the Target Company as at 31 December 2009 of RMB98,838,054 (approximately HK$112,226,699).

Savills Valuation and Professional Service Limited (the “Valuer”), an independent professional valuer, was subsequently engaged to conduct an updated valuation on the Fenglong Center.

Since the Project is held for future development purposes, we consider that it is more appropriate to adopt the net asset approach by comparing the consideration of the Acquisition with the net asset value of the Target Company in forming our opinion on the fairness and reasonableness of the bases for the determination of the consideration.

– 18 –

LETTER FROM GUOCOCAPITAL LIMITED

• The valuation of Fenglong Center

Based on the valuation (the “Valuation Report”) conducted by the Valuer, details of which was stipulated in Appendix I of the Circular, Fenglong Center had no commercial value as at 31 January 2010. However, the capital value of Fenglong Center as at 31 January 2010 was estimated to be RMB1,558,000,000 had the Target Company obtained the land use rights certificate for Fenglong Center and the estimated demolition and resettlement fees of approximately RMB38,000,000 and the land premium had been fully settled as at 31 January 2010.

We have reviewed the Valuation Report and noted that the Valuer has adopted the direct comparison approach in valuating the Fenglong Center by making reference to comparable market transactions and that the valuation have had regarded to the requirements set out in Chapter 5 and Practice Note 12 of the Listing Rules and The Valuation Standards on Properties (First Edition January 2005) published by The Hong Kong Institute of Surveyors. As advised by the Valuer, such approach is a generally accepted valuation approach and is commonly used in determining the value of a property held for future development. We also noted from valuation reports disclosed in recent circulars of listed companies that similar approaches were adopted by professional valuers in assessing the value of properties of similar nature. Accordingly, we consider that the methodology adopted by the Valuer is appropriate.

On the basis that (i) the PRC legal adviser is in the opinion that there is no legal impediment for the Target Company and Shenzhen Chengjian to obtain the relevant land use rights certificate upon completion of the demolition and resettlement work in accordance with applicable laws; (ii) the demolition and resettlement fees are expected to be settled by October 2010 as advised by the Directors; and (iii) the total payment of RMB66,900,000 for the land premium was paid in full in September 2003, we concur with the Directors’ view that the capital value of RMB1,558,000,000 is a reliable reference for the determination of the Consideration.

• The adjusted net asset value of the Target Company

Having considered the difference between (i) 88.5% of the capital value of Fenglong Center of RMB1,558.0 million as at 31 January 2010 as appraised by the Valuer, being the interest in the Project held by the Target Company; (ii) the cost incurred on Fenglong Center of approximately RMB399.2 million aforementioned and (iii) the audited net deficit of approximately RMB98.8 million of the Target Company as at 31 December 2009, the adjusted net asset value of the Target Company would amount to approximately RMB880.8 million. Accordingly, the

– 19 –

LETTER FROM GUOCOCAPITAL LIMITED

adjusted net asset value of the Sale Interest, being 44% equity interest in the registered capital of the Target Company, would amount to approximately RMB387.6 million. The consideration of approximately RMB349.8 million is therefore represented a discount of approximately 9.8% to the adjusted net asset value of the Target Company. On such basis, we concur with the view of the Directors that the bases for determining the consideration of the Acquisition are fair and reasonable so far as the Shareholders are concerned.

III. Possible financial impacts of the Acquisition to the Group

a. Net asset value

As advised by the Directors, the Consideration will be regarded as the cost of acquisition of the land use rights of the Fenglong Center. On such basis, we concur with the Directors’ view that the Acquisition will not have any material adverse impact to the net asset value of the Group immediately upon completion of the Acquisition.

b. Earnings

As the development of Fenglong Center has not yet been commenced as at the Latest Practicable Date, no material revenue and expense are expected to be incurred by the Target Group in short run. Accordingly, we concur with the view of the Directors that the Acquisition would not have any significant impact on the profit or loss of the Group immediately upon completion of the Acquisition.

c. Working Capital

The consideration of approximately RMB349.8 million represents approximately 10.5% of total cash at bank and in hand of approximately RMB3,344.5 million of the Group as at 31 December 2009. As such, we concur with the Directors’ view that the settlement of the Consideration, which will be funded by the Group’s internal resources, will not have a material negative effect to the working capital of the Group.

– 20 –

LETTER FROM GUOCOCAPITAL LIMITED

RECOMMENDATIONS

Having considered the principal factors and reasons as referred above, we concur with the Directors’ view that the Acquisition is conducted in the ordinary and usual course of business of the Group and the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable so far as the Shareholders are concerned. Accordingly, we are of the view that the Acquisition is in the interests of the Company and the Shareholders as a whole.

Yours faithfully, For and on behalf of GUOCOCAPITAL LIMITED Athena Fung Director, Corporate Finance

– 21 –

APPENDIX I

VALUATION REPORT ON FENGLONG CENTER

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with the opinion of value of Fenglong Center as at 31 January 2010.

==> picture [72 x 72] intentionally omitted <==

Savills Valuation and Professional Services Limited 23/F Two Exchange Squre Central, Hong Kong

T: (852) 2801 6100 F: (852) 2530 0756

EA Licence: C-023750 savills.com 30 April 2010

The Directors Kaisa Group Holdings Ltd. Suites 2001 & 2015-2016 Two International Finance Centre 8 Finance Street Central Hong Kong

Dear Sirs,

RE: A PARCEL OF LAND TO BE OCCUPIED BY FENGLONG CENTER LOCATED AT SHENNAN AVENUE, FUTIAN DISTRICT, SHENZHEN, GUANGDONG PROVINCE, THE PEOPLE’S REPUBLIC OF CHINA (THE “PROPERTY”)

In accordance with the instructions from Kaisa Group Holdings Ltd. (the “Company”) for us to value the property which is held by Fenglong Group Co., Ltd. (hereinafter referred to as “Fenglong Group”) in the People’s Republic of China (the “PRC”), we confirm that we have carried out an inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of value of such property as at 31 January 2010 (the “Valuation Date”) for incorporation in a public circular.

Our valuation of the property is our opinion of its market value which we would define as intended 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”.

– I-1 –

APPENDIX I

VALUATION REPORT ON FENGLONG CENTER

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

We have valued the property by direct comparison approach and making reference to the comparable market transactions as available in the market.

We have been provided with copies of extracts of the title documents relating to the property in the PRC. However, we have not inspected the original documents to verify ownership or to verify any amendments which may not appear on the copies handed to us. We have relied to a considerable extent on the information given by the Company and its PRC legal adviser, King and Wood, regarding the title and other legal matters relating to the property. We have also accepted advice given by the Company on such matters as planning approvals or statutory notices, easements, tenure, ownership, particulars of occupancy, site and floor areas and all other relevant matters. Dimensions, measurements and areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore only approximations. No on-site measurements have been taken. We have no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We were also advised by the Company that no material facts have been omitted from the information provided.

We have inspected the property. We have also not carried out investigations on site to determine the suitability of the ground conditions and services etc for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expense or delays will be incurred during the construction period.

In valuing the property, we have had regarded to the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and The Valuation Standards on Properties (First Edition January 2005) published by The Hong Kong Institute of Surveyors.

– I-2 –

APPENDIX I VALUATION REPORT ON FENGLONG CENTER

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

Unless otherwise stated, all money amounts stated are in Renminbi (“RMB”).

We enclose herewith our valuation certificate.

Yours faithfully,

For and on behalf of

Savills Valuation and Professional Services Limited

Charles C K Chan

MSc FRICS FHKIS MCIArb RPS(GP)

Managing Director

Note: Charles C K Chan is a qualified valuer and has about 25 years’ experience in the valuation of properties in Hong Kong and has about 20 years’ experience in the valuation of properties in the PRC.

– I-3 –

APPENDIX I

VALUATION REPORT ON FENGLONG CENTER

VALUATION CERTIFICATE

Property

Description and tenure

Particulars of occupancy

Capital value in existing state as at 31 January 2010

A parcel of land to be The property is a commercial occupied by Fenglong development, namely Fenglong Center located at Center (the “Development”), to be Shennan Avenue, developed on a parcel of land with Futian District, a site area of approximately Shenzhen, 14,411.10 sq.m. (155,121 sq.ft.). Guangdong Province, According to the provided PRC information, the Development will provide a total planned gross floor area of approximately 142,000.00 sq.m. (1,528,488 sq.ft.) upon completion, the breakdown of which is as follows:

As at the Valuation Date, No commercial the existing buildings value and structures on the site (Please see note 4) were in the process of demolition.

is as follows:
Use Retail and dinning area Office Car parks Total	Approximate gross floor area (sq.m.) (sq.ft.) 30,000.00 322,920 100,000.00 1,076,400 12,000.00 129,168 142,000.00 1,528,488
		1,528,488

The land use rights of the property have been contracted to be granted for a term of 50 years commencing on 1 July 1996 and expiring on 1 July 2046 for commercial and office uses.

Notes:

Pursuant to State-owned Land Use Rights Grant Contract entered into between Fenglong Group, (88.5%), a 55% owned subsidiary held by the Company, Shenzhen City Construction Development (Group) Co., Ltd. (深圳市城市建設開發（集團）公司) (“Shenzhen Chengjian”) (11.5%) and Shenzhen Planning and Land Bureau (“Party C”) on 1 August 1996, Party C agreed to grant the land use rights of the property with a site area of approximately 14,411.10 sq.m. to Fenglong Group and Shenzhen Chengjian for a term of 50 years commencing on 1 July 1996 and expiring on 1 July 2046 for commercial and office uses at a consideration of RMB66,867,256 exclusive of demolition and relocation fee.
As advised by the Company, there was an estimated outstanding demolition fee of approximately RMB38,000,000 to be payable as at the Valuation Date.
According to Demolition and Relocation Permit No. Chai Xu Zi (2009) Di 029 issued by Committee of Planning, Land and Resources of Shenzhen Municipality on 19 October 2009, the demolition period was approved to commence on 19 October 2009 and expire on 18 October 2010.
Had Fenglong Group and Shenzhen Chengjian obtained the State-owned Land Use Rights Certificate for the property and demolition, relocation fees and land premium had been fully settled as at 31 January 2010, the capital value of the property was estimated to be RMB1,558,000,000.

– I-4 –

APPENDIX I VALUATION REPORT ON FENGLONG CENTER

We have been provided with a legal opinion regarding the title to the property issued by the Company’s PRC legal adviser, which contains, inter alia, the following information:
(i) The land premium of the property has been fully settled. Upon completion of the demolition and relocation work in accordance with applicable laws, there is no legal impediment for Fenglong Group and Shenzhen Chengjian to obtain the State-owned Land Use Rights Certificate for the property;
(ii) According to 《深圳市房地產查封（備案）表》 (the Shenzhen Real Estate Seizure (archival) Schedule), the target building (GFA 125,693.8 sq.m) which originally in the ownership of Fenglong Group has been seized by Shenzhen Intermediate People’s Court. Nevertheless, the liabilities relating to the captioned document have been fully redeemed and the premise is currently under release procedure; and
(iii) The property is not subject to any mortgage, guarantee, seized or other third party’s encumbrance saves for the portions referred to in Notes 5.(ii) above.

– I-5 –

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 Group. 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) Director ‘s interests in Shares

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

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

			Number of		Approximate
			shares under		percentage of
		Family	options		the issued
		interests	granted		share capital
Name of Director	Capacity	(Note 1)	(Note 2)	Total	(Note 3)
KWOK Ying Shing	Settlor/Beneficiary	3,442,672,192	–	3,442,672,192	68.85%
	of the Kwok
	Family Trust
KWOK Ying Chi	Settlor/Beneficiary	3,442,672,192	–	3,442,672,192	68.85%
	of the Kwok
	Family Trust
TAM Lai Ling	personal	–	25,000,000	25,000,000	0.50%
SUN Yuenan	personal	–	3,000,000	3,000,000	0.06%
YE Jiansheng	personal	–	2,900,000	2,900,000	0.06%
CHEN Gengxian	personal	–	2,850,000	2,850,000	0.06%
JIN Jane	personal	–	1,750,000	1,750,000	0.04%
ZHANG Yizhao	personal	–	500,000	500,000	0.01%
RAO Yong	personal	–	500,000	500,000	0.01%
FOK Hei Yu	personal	–	750,000	750,000	0.02%

Notes:

(1) These interests refer to the Shares that are beneficially owned through the Kwok Family Trust, a trust established for the benefit of the Kwok family. See “Substantial Shareholders.”

– II-1 –

APPENDIX II

GENERAL INFORMATION

(2) These shares refer to the Shares underlying options that have been granted under our pre-IPO share option scheme and/or share option scheme.
(3) These percentages of shareholdings were shown on the latest disclosure forms filed up to the Latest Practicable Date in which the number of Shares in issue was 5,000,000,000. The Company repurchased 20,000,000 Shares, 42,930,000 Shares and 32,400,000 Shares on 30 March 2010, 31 March 2010 and 1 April 2010, respectively and as at the Latest Practicable Date, 62,930,000 Shares repurchased by the Company on 30 March 2010 and 31 March 2010 had been cancelled. Accordingly, the number of Shares in issue was 4,937,070,000 Shares as at the Latest Practicable Date.
(ii) Long positions in the shares of associated corporations of the Company

				Percentage of
	Name of			shareholding in
	associated		Number of	the associate
Name of Director	corporation	Capacity	shares	corporation
				(%)
KWOK Ying Shing	Da Chang	Settlor/Beneficiary of	1	100
(Note)		the Kwok Family Trust
	Da Feng	Settlor/Beneficiary of	1	100
		the Kwok Family Trust
	Da Zheng	Settlor/Beneficiary of	1	100
		the Kwok Family Trust
	Chang Yu	Settlor/Beneficiary of	1,000	100
		the Kwok Family Trust
KWOK Ying Chi	Da Chang	Settlor/Beneficiary of	1	100
(Note)		the Kwok Family Trust
	Da Feng	Settlor/Beneficiary of	1	100
		the Kwok Family Trust
	Da Zheng	Settlor/Beneficiary of	1	100
		the Kwok Family Trust
	Chang Yu	Settlor/Beneficiary of	1,000	100
		the Kwok Family Trust

Note: The entire issued share capital of each of Da Chang, Da Feng and Da Zheng is held by Chang Yu which is in turn wholly owned by Good Health Investments Limited, which is owned as to 50% by Seletar Limited and as to 50% by Serangoon Limited, as nominees and trustees for Credit Suisse Trust Limited, which is acting as the trustee of the Kwok Family Trust. The Kwok Family Trust is a discretionary trust set up by Mr. KWOK Chun Wai, Mr. KWOK Ying Shing and Mr. KWOK Ying Chi on 23 May 2008, the beneficiary objects of which include the immediate family members of the Kwok Family. Each of Mr. KWOK Chun Wai, Mr. KWOK Ying Shing and Mr. KWOK Ying Chi is a settlor of the Kwok Family Trust and is therefore taken to be interested in the Shares held by Da Chang, Da Feng and Da Zheng.

Save as disclosed above, none of the Directors knows of any person (not being a director or chief executive of the Company) had or was deemed to have any interests or short positions in the shares of the Company, underlying shares or

– II-2 –

APPENDIX II

GENERAL INFORMATION

debentures of the Company or any of its associated corporations as recorded in the register which were required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code. None of Directors or their spouse or children under the age of 18, had been granted any right to subscribe for the equity or debt securities of the Company or any of its associated corporations, or had exercised any such right during the period from 9 December 2009, the date on which trading of the shares of the Company commenced on the Stock Exchange, up to the Latest Practicable Date.

(b) Substantial Shareholders

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Board, no persons (not being a Director or chief executive of the Company) had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

				Approximate
				percentage
				of the issued
Name of substantial				share capital
shareholder	Capacity	Type of interests	Number of Shares	of the Company
			(Note 1)	(%)
Da Chang	Beneficial owner	Corporation	1,136,081,824 (L)	22.72 (L)
			(Note 2)
Da Feng	Beneficial owner	Corporation	1,170,508,544 (L)	23.41(L)
			(Note 2)
Da Zheng	Beneficial owner	Corporation	1,136,081,824 (L)	22.72 (L)
			(Note 2)
Chang Yu	Interest in a controlled	Corporation	3,442,672,192 (L)	68.85(L)
	corporation		(Note 2)
Good Health	Interest in a controlled	Corporation	3,442,672,192(L)	68.85(L)
	corporation		150,000,000(S)	3.00(S)
			(Notes 2 & 3)
Seletar Limited Investments	Interest in a controlled	Corporation	3,442,672,192 (L)	68.85(L)
Pte Ltd.	corporation		150,000,000(S)	3.00(S)
			(Note 3)
Serangoon Limited	Interest in a controlled	Corporation	3,442,672,192 (L)	68.85(L)
	corporation		150,000,000(S)	3.00(S)
			(Note 3)

– II-3 –

APPENDIX II

GENERAL INFORMATION

				Approximate
				percentage
				of the issued
Name of substantial				share capital
shareholder	Capacity	Type of interests	Number of Shares	of the Company
			(Note 1)	(%)
Credit Suisse Trust Limited	Interest in a controlled	Corporation	3,442,672,192 (L)	68.85(L)
	corporation		150,000,000(S)	3.00(S)
			(Note 4)
KWOK Chun Wai	Settlor/Beneficiary of the	Family Trust	3,442,672,192 (L)	68.85(L)
	Kwok Family Trust		(Note 4)
KWOK Ying Shing	Settlor/Beneficiary of the	Family Trust	3,442,672,192 (L)	68.85(L)
	Kwok Family Trust		(Note 4)
KWOK Ying Chi	Settlor/Beneficiary of the	Family Trust	3,442,672,192 (L)	68.85(L)
	Kwok Family Trust		(Note 4)
TC Group Cayman	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Investment Holdings, L.P.	corporation		565,688,491(S)	11.31(S)
			(Notes 6, 7 & 23)
TCG Holdings Cayman II,	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
LP.	corporation		565,688,491(S)	11.31(S)
			(Notes 6, 7 & 23)
Temasek Holdings (Private)	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Limited	corporation		565,688,491(S)	11.31(S)
			(Notes 5 & 23)
Credit Suisse Group AG	Interest in a controlled	Corporation	3,927,286,801(L)	78.55(L)
	corporation		565,688,491(S)	11.31(S)
			(Note 8)
Credit Suisse (Hong Kong)	Interest in a controlled	Corporation	300,000,000(L)	6.00(L)
Limited	corporation		150,000,000(S)	3.00(S)
			(Note 8)
Credit Suisse (International)	Interest in a controlled	Corporation	300,000,000(L)	6.00(L)
Holding AG	corporation		150,000,000(S)	3.00(S)
			(Note 8)
Credit Suisse AG	Interest in a controlled	Corporation	4,107,726,245(L)	82.15(L)
	corporation		865,688,491(S)	17.31(S)
			(Notes 8 & 23)

– II-4 –

APPENDIX II

GENERAL INFORMATION

				Approximate
				percentage
				of the issued
Name of substantial				share capital
shareholder	Capacity	Type of interests	Number of Shares	of the Company
			(Note 1)	(%)
CAGP Ltd	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
	corporation		565,688,491(S)	11.31(S)
			(Notes 6, 9, 10 & 23)
CAGP General Partner, L.P.	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
	corporation		565,688,491(S)	11.31(S)
			(Notes 9, 10 & 23)
CAGP III Co-Investment,	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
L.P.	corporation		565,688,491(S)	11.31(S)
			(Notes 9, 10 & 23)
Carlyle Asia Growth	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Partners III L.P	corporation		565,688,491(S)	11.31(S)
			(Notes 9, 10 & 23)
Carlyle Asia Real Estate GP,	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
L.P.	corporation		565,688,491(S)	11.31(S)
			(Notes 12, 13 & 23)
Carlyle Asia Real Estate II	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
GP. L.P.	corporation		565,688,491(S)	11.31(S)
			(Notes 11, 12 & 23)
Carlyle Asia Real Estate II,	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Ltd	corporation		565,688,491(S)	11.31(S)
			(Notes 11 & 23)
Carlyle Asia Real Estate	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Partners, L.P.	corporation		565,688,491(S)	11.31(S)
			(Notes 12 & 23)
Carlyle Asia Real Estate,	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Ltd.	corporation		565,688,491(S)	11.31(S)
			(Notes 12 & 23)
Carlyle Offshore Partners II,	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Ltd.	corporation		565,688,491(S)	11.31(S)
			(Notes 13 & 23)

– II-5 –

APPENDIX II

GENERAL INFORMATION

				Approximate
				percentage
				of the issued
Name of substantial				share capital
shareholder	Capacity	Type of interests	Number of Shares	of the Company
			(Note 1)	(%)
Credit Suisse (USA) Inc.	Interest in a controlled	Corporation	3,791,570,651(L)	75.83(L)
	corporation		715,688,491(S)	14.31(S)
			(Notes 14 & 23)
Credit Suisse Holdings	Interest in a controlled	Corporation	3,791,570,651(L)	75.83(L)
(USA), Inc.	corporation		715,688,491(S)	14.31(S)
			(Notes 14 & 23)
Credit Suisse Private Equity,	Interest in a controlled	Corporation	3,791,570,651(L)	75.83(L)
Inc.	corporation		715,688,491(S)	14.31(S)
			(Notes 14 & 23)
Diversified Asian Strategies	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Fund	corporation		565,688,491(S)	11.31(S)
			(Notes 15 & 23)
DLJ Real Estate Capital IV,	Interest in a controlled	Corporation	3,791,570,651(L)	75.83(L)
Inc.	corporation		715,688,491(S)	14.31(S)
			(Notes 16 & 23)
DLJ Real Estate Capital IV,	Interest in a controlled	Corporation	3,791,570,651(L)	75.83(L)
L.P.	corporation		715,688,491(S)	14.31(S)
			(Notes 16 & 23)
DLJ Real Estate Capital	Interest in a controlled	Corporation	3,791,570,651(L)	75.83(L)
Partners IV, L.P.	corporation		715,688,491(S)	14.31(S)
			(Notes 16 & 23)
Forum Asia Realty Income	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
II, L.P	corporation		565,688,491(S)	11.31(S)
			(Notes 17 & 23)
Longhill Holding Company	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Ltd.	corporation		565,688,491(S)	11.31(S)
			(Notes 18 & 23)
PMA Capital Management	Interest in a controlled	Corporation	3,927,186,207(L)	78.54(L)
Limited	corporation		565,688,491(S)	11.31(S)
			(Notes 19, 20, 21 &
			23)

– II-6 –

APPENDIX II

GENERAL INFORMATION

				Approximate	Approximate
					percentage
				of the issued
Name of substantial				share capital
shareholder	Capacity	Type of interests	Number of Shares	of the Company
			(Note 1)		(%)
PMA Credit Opportunities	Interest in a controlled	Corporation	3,927,186,207(L)		78.54(L)
Fund	corporation		565,688,491(S)		11.31(S)
			(Notes 19 & 23)
PMA Focus Fund	Interest in a controlled	Corporation	3,927,186,207(L)		78.54(L)
	corporation		565,688,491(S)		11.31(S)
			(Notes 20 & 23)
PMA Temple Fund	Interest in a controlled	Corporation	3,927,186,207(L)		78.54(L)
	corporation		565,688,491(S)		11.31(S)
			(Notes 21 & 23)
RECP IV Kaisa, LLC	Interest in a controlled	Corporation	3,791,570,651(L)		75.83(L)
	corporation		715,688,491(S)		14.31(S)
			(Notes 16, 22 & 23)

Notes:

The letter “L” denotes the person’s long position in the shares and the letter “S” denotes the person’s short position in the Shares.
The entire issued share capital of each of Da Chang, Da Feng and Da Zheng is held by Chang Yu which is in turn wholly-owned by Good Health.
Good Health is owned as to 50% by Selestar Limited and as to 50% by Serangoon Limited, as nominees and trustees for Credit Suisse Trust Limited.
Credit Suisse Trust Limited which is acting as the trustee of a discretionary trust set up by Mr. KWOK Chun Wai, Mr. KWOK Ying Shing and Mr. KWOK Ying Chi on May 23, 2008 (the “Kwok Family Trust”). The beneficiary objects of the Kwok Family Trust include the immediate family members of the Kwok Family (including Mr. KWOK Chun Wai, Mr. KWOK Ying Shing and Mr. KWOK Ying Chi). Each of Mr. KWOK Chun Wai, Mr. KWOK Ying Shing and Mr. KWOK Ying Chi is a settlor of the Kwok Family Trust and is therefore taken to be interested in the Shares held by Da Chang, Da Feng and Da Zheng.
Temasek Holdings (Private) Limited wholly owns Temasek Capital (Private) Limited. Temasek Capital (Private) Limited wholly owns Seletar Investments Pte Ltd. Selestar Investments Pte Ltd. wholly owns Baytree Investments (Mauritius) Pte Ltd.
TC Group Cayman Investment Holdings, L.P., a limited partnership formed under the laws of the Cayman Islands, has a controlling interest in CAGP Ltd.
TCG Holdings Cayman II, L.P., a limited partnership formed under the laws of the Cayman Islands, has a controlling interest in TC Group Cayman Investment Holdings, L.P..
Credit Suisse Group AG is a company listed in Switzerland, ADS in New York and is the parent company of Credit Suisse AG, Credit Suisse (Hong Kong) Limited and Credit Suisse (International) Holding AG.

– II-7 –

APPENDIX II

GENERAL INFORMATION

Carlyle Asia Growth Partners III L.P. is an exempted limited partnership formed under the laws of the Cayman Islands, acting by its general partner CAGP General Partner, L.P., an exempted limited partnership formed under the laws of the Cayman Islands which acts itself by its general partner CAGP, Ltd., an exempted company incorporated under the laws of the Cayman Islands, and an investment fund.
CAGP III Co-Investment, L.P. is an exempted limited partnership and an investment fund formed under the laws of the Cayman Islands, acting by its general partner CAGP General Partner, L.P., an exempted limited partnership formed under the laws of the Cayman Islands which acts itself by its general partner CAGP, Ltd., an exempted company incorporated under the laws of the Cayman Islands, and an investment fund.
Carlyle Asia Real Estate Partners II, L.P., an exempted limited partnership and an investment fund formed under the laws of the Cayman Islands, acting by its general partner Carlyle Asia Real Estate II, Ltd., an exempted company incorporated under the laws of the Cayman Islands and wholly owned by Carlyle Asia Real Estate II, GP, L.P..
Carlyle Asia Real Estate Partners, L.P., an exempted limited partnership and an investment fund formed under the laws of the Cayman Islands, acting by its general partner Carlyle Asia Real Estate Ltd., an exempted company incorporated under the laws of the Cayman Islands.
Carlyle Offshore Partners II, Ltd. wholly owns TCG Holdings Cayman II, L.P., which in turn wholly owns TC Group Cayman Investment Holdings, L.P., which wholly owns CAGP Ltd.
Credit Suisse Private Equity, Inc. is wholly owned by Credit Suisse (USA), Inc., which is in turn wholly owned by Credit Suisse Holdings (USA), Inc.
Diversified Asian Strategies Fund, an exempted limited liability company incorporated in the Cayman Islands, is an investment company wholly owned by PMA Capital Management Limited which in turn wholly owned by PMA Credit Opportunities Fund.
DLJ Real Estate Capital Partners IV, L.P. is wholly owned by DLJ Real Estate Capital IV, L.P., which is in turn wholly owned by DLJ Real Estate Capital IV, Inc., which is in turn wholly owned by Credit Suisse Private Equity, Inc.
Forum Asian Realty Income II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, acting by its general partner Forum Asian Realty Income II GP Limited, an exempted limited liability company incorporated under the laws of the Cayman Islands.
Longhill, Ltd., an investment holding company incorporated under the laws of the Cayman Islands, an affiliated entity of Carlyle Asia Real Estate Partners, L.P. and Carlyle Asia Real Estate Partners II, L.P.
PMA Credit Opportunities Fund, an exempted limited liability company incorporated in the Cayman Islands, is an investment company wholly owned by PMA Capital Management Limited.
PMA Focus Fund, an exempted limited liability company incorporated in the Cayman Islands, is an investment company and wholly owned by PMA Capital Management Limited.
PMA Temple Fund, an exempted limited liability company incorporated in the Cayman Islands, is an investment company and wholly owned by PMA Capital Management Limited.

– II-8 –

APPENDIX II

GENERAL INFORMATION

RECP IV Kaisa, LLC, a limited liability company organized under the laws of the State of Delaware, the United States of America, is controlled by DLJ Real Estate Capital Partners IV, L.P..
The interests in the 3,791,570,651(L) shares and the 715,688,491(S) shares are the aggregate interests of all investors to the pre-IPO equity agreements among such investors, the Company and the Controlling Shareholders. Pursuant to such agreements, such investors are considered as parties acting in concert under Section 317 and 318 of the SFO, and pursuant to such rules all their interests in the Company (including those of their affiliates) have been counted together when calculating the interests of each such investor (and its controlling person) in the Company. For this purpose, the shares owned by Da Chang, Da Feng and Da Zheng under the trust (see Note 4 above) are also included when calculating the interests of each such investor (and its controlling person) in the Company.
These percentages of shareholdings were shown on the latest disclosure forms filed up to the Latest Practicable Date in which the number of Shares in issue was 5,000,000,000. The Company repurchased 20,000,000 Shares, 42,930,000 Shares and 32,400,000 Shares on 30 March 2010, 31 March 2010 and 1 April 2010, respectively and as at the Latest Practicable Date, 62,930,000 Shares repurchased by the Company on 30 March 2010 and 31 March 2010 had been cancelled. Accordingly, the number of Shares in issue was 4,937,070,000 Shares as at the Latest Practicable Date.

In addition to the above, the following persons are directly and/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 our subsidiaries:

	Substantial shareholder of	Percentage of
Name of our subsidiary	such subsidiary	Shareholding
Fenglong Group	Fitter Holdings Limited (飛達	44%
	集團有限公司)
Dongguan Yingyan	Dongguan Fenggang Yantian	20%
	Enterprise Development
	Company (東莞市鳳崗雁田
	企業發展公司)
Huizhou Kaisa Tangquan	Huizhou State-owned	20%
	Tanquan Linchang (惠州市
	國營湯泉林場)

3. DIRECTORS’ SERVICE CONTRACTS

Each of the executive Directors has entered into a service contract with the Company for a term of three years commencing from 9 December 2009, and which will continue thereafter until terminated by either party thereto giving to the other party not less than three months’ prior notice in writing. Mr. Kwok Ying Shing and Mr. Kwok Ying Chi were re-designated as Executive Directors of the Company on 17 November 2009.

– II-9 –

APPENDIX II

GENERAL INFORMATION

Each of the independent non-executive Directors of the Company has entered into a letter of appointment with the Company and is appointed for a period of one year commencing from 9 December 2009, which will continue thereafter until termination by either party thereto by giving not less than three months’ prior notice in writing.

None of the Directors has entered into a service contract with the Company which is not determinable within one year without payment of compensation other than statutory compensation.

4. COMPETING BUSINESS INTEREST OF DIRECTORS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any other business which competes or is likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the Listing Rules.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Company is not aware of any material adverse change in the financial or trading position of the Group since 31 December 2009, being the date to which the latest audited combined financial statements of the Company were made up.

6. EXPERTS’ QUALIFICATIONS AND CONSENTS

GuocoCapital, Savills Valuation and Professional Services Limited and King & Wood have given and have not withdrawn their respective written consents to the issue of this circular with the inclusion of their respective letters and references to their respective names in the form and context in which they respectively appear.

The following are the qualifications of the experts who have given their respective opinion or advice which are contained in this circular:

Name Qualification GuocoCapital Limited Licensed under the SFO to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO Savills Valuation and Professional property surveyors and valuers Professional Services Limited King & Wood Qualified PRC Lawyers

– II-10 –

APPENDIX II

GENERAL INFORMATION

As at the Latest Practicable Date, GuocoCapital, Savills Valuation and Professional Services Limited and King & Wood did not have any direct or indirect interest in any asset which had been acquired, disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group, since 31 December 2009, the date to which the latest audited financial statements of the Group was made up, and was not beneficially interested in the share capital of any member of the Group and did not have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

7. LITIGATION

So far as the Company is aware, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

8. GENERAL

(a) None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of by or leased to any member of the Group since 31 December 2009, being the date to which the latest published audited accounts of the Company were made up, and up to the Latest Practicable Date.
(b) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was significant in relation to the business of the Group.
(c) The company secretary of the Company is Mr. Cheung Hung Kwong. Mr. Cheung has been a member of the American Institute of Certified Public Accountants (AICPA) since August 1996 and a chartered financial analyst qualified by the CFA Institute in the U.S. since September 2000.
(d) The registered address of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
(e) The principal place of business of the Company in Hong Kong is at Suite 2001, 20th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.
(f) The branch share registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Ltd.

– II-11 –

APPENDIX II

GENERAL INFORMATION

(g) The principal share registrar of the Company is Butterfield Fulcrum Group (Cayman) Limited (formerly known as Butterfield Fund Services (Cayman) Limited).
(h) The English text of this circular shall prevail over their respective Chinese text for the purpose of interpretation.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at Suite 2001, 20th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong during normal business hours on any weekdays, except public holidays, from the date of this circular up to and including 14 May 2010:

(a) the memorandum and articles of association of the Company;
(b) the annual reports of the Company for the year ended 31 December 2009;
(c) the letter from the Independent Board Committee to the Shareholders, the text of which is set out on pages 11 of this circular;
(d) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Shareholders, the text of which is set out on pages 12 to 20 of this circular;
(e) the valuation report issued by Savills Valuation and Professional Services Limited on Fenglong Center as set out in Appendix I to this circular;
(f) the PRC legal opinion dated the date of this circular issued by King & Wood, the legal advisers to our Company on PRC law;
(g) the written consents referred to in the paragraph headed “Experts’ Qualifications and Consents” in this Appendix;
(h) the Agreement; and
(i) this circular.

– II-12 –

AI assistant

Kaisa Group Holdings Ltd. — Proxy Solicitation & Information Statement 2010

50058_rns_2010-04-29_f148df50-d9a1-448d-a228-883f7fd17654.pdf

KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司*

CONNECTED TRANSACTION

CONTENTS

DEFINITIONS

KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司*

CONNECTED TRANSACTION

INTRODUCTION

LETTER FROM THE BOARD

THE AGREEMENT

INFORMATION ABOUT THE GROUP, THE PURCHASER AND THE VENDOR

INFORMATION ON THE TARGET GROUP AND FENGLONG CENTER

FINANCIAL INFORMATION ON THE TARGET COMPANY

REASONS FOR THE ACQUISITION

IMPLICATION UNDER THE LISTING RULES

ADDITIONAL INFORMATION

KAISA GROUP HOLDINGS LTD. 佳兆業集團控股有限公司*

To the Shareholders

CONNECTED TRANSACTION

CONNECTED TRANSACTION

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

I. Background to and reasons for the Acquisition

• The Group

• The Purchaser and the Vendor

• The Target Company

b. Reasons for the Acquisition

II. Consideration for the Acquisition

• The valuation of Fenglong Center

• The adjusted net asset value of the Target Company

III. Possible financial impacts of the Acquisition to the Group

a. Net asset value

b. Earnings

c. Working Capital

RECOMMENDATIONS

RE: A PARCEL OF LAND TO BE OCCUPIED BY FENGLONG CENTER LOCATED AT SHENNAN AVENUE, FUTIAN DISTRICT, SHENZHEN, GUANGDONG PROVINCE, THE PEOPLE’S REPUBLIC OF CHINA (THE “PROPERTY”)

Charles C K Chan

VALUATION CERTIFICATE

Property

Description and tenure

Particulars of occupancy

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Director ‘s interests in Shares

(b) Substantial Shareholders

3. DIRECTORS’ SERVICE CONTRACTS

4. COMPETING BUSINESS INTEREST OF DIRECTORS

5. MATERIAL ADVERSE CHANGE

6. EXPERTS’ QUALIFICATIONS AND CONSENTS

7. LITIGATION

8. GENERAL

More from Kaisa Group Holdings Ltd.

Kaisa Group Holdings Ltd. Proxy Solicitation & Information Statement 2010