L.K. Technology Holdings Limited — Proxy Solicitation & Information Statement 2011

May 26, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Orient Overseas (International) Limited, you should at once hand this Circular to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外（國際）有限公司[#]

(Incorporated in Bermuda with limited liability)

(Stock code: 316)

MAJOR TRANSACTION

CONSTRUCTION OF VESSELS

# For identification purpose only

27th May 2011

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
FINANCE TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
CONTRACT TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
INFORMATION ON SAMSUNG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
REASON FOR AND FINANCIAL EFFECT OF THE MAJOR TRANSACTION . . . . . . . .	6
LISTING RULES IMPLICATIONS FOR THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . .	6
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — FINANCIAL INFORMATION OF THE GROUP. . . . . . . . . . . . . . . . .	I-1
APPENDIX II — GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1

— i —

DEFINITIONS

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

“Artson” Artson Global Limited, a company which is wholly owned by Mr. TUNG Chee Chen, holds 56.36% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest;

“Board” the board of directors of the Company; “Company” Orient Overseas (International) Limited, a company incorporated in Bermuda; “Directors” the directors of the Company; “Further Shipbuilding Contracts” four shipbuilding contracts in relation to the Further Vessels all dated 9th May 2011, each entered into by Samsung with the respective Purchasers;

“Further Vessels” (individually a four container vessels of approximately 13,000 TEU each to “Further Vessel”) be constructed under the respective Further Shipbuilding Contracts; “Group” the Company and its subsidiaries; “Hanberry” Hanberry Global Limited, a company which is wholly owned by Mr. TUNG Chee Hwa (brother of Mr. Tung Chee Chen, brother-in-law of Mr. King Roger, and father of Mr. Tung Lieh Sing Alan), holds 43.64% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest; “HK$” Hong Kong Dollars, the lawful currency of Hong Kong; “Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China; “Listing Rules” the Rules Governing the Listing of Securities on the Main Board of the Stock Exchange; “Latest Practicable Date” 23rd May 2011, being the latest practicable date before the printing of this Circular for ascertaining certain information for the purpose of inclusion in this Circular; “Major Transaction” the March Transaction and the Transaction; “March Transaction” the discloseable transaction announced on 23rd March 2011 for the construction of the March Vessels by Samsung for the Group;

— 1 —

DEFINITIONS

“March Purchasers”	Newcontainer No.62 (Marshall Islands) Shipping	Inc.,
	Newcontainer No.63 (Marshall Islands) Shipping	Inc.,
	Newcontainer No.65 (Marshall Islands) Shipping	Inc.,
	Newcontainer No.66 (Marshall Islands) Shipping	Inc.
	Newcontainer No.67 (Marshall Islands) Shipping Inc.	and
	Newcontainer No.68 (Marshall Islands) Shipping Inc.,	each
	an indirect wholly owned subsidiary of the Company;
“March Shipbuilding Contracts”	six shipbuilding contracts in relation to the March Vessels all
	dated 23rd March 2011, each entered into by Samsung	with
	the respective March Purchasers;
“March Vessels” (individually a	six container vessels of approximately 13,000 TEU each to be
“March Vessel”)	constructed under the respective March Shipbuilding
	Contracts; and
“Model Code”	Model Code for Securities Transactions by Directors of listed
	issuers, as set out in Appendix 10 to the Listing Rules;
“Purchasers”	Newcontainer No.69 (Marshall Islands) Shipping	Inc.,
	Newcontainer No.70 (Marshall Islands) Shipping	Inc.,
	Newcontainer No.71 (Marshall Islands) Shipping Inc.	and
	Newcontainer No.72 (Marshall Islands) Shipping Inc.,	each
	an indirect wholly owned subsidiary of the Company;
“Samsung”	Samsung Heavy Industries Co., Ltd., a public listed company
	in Korea;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Shareholders”	shareholders of the Company;
“Shares”	ordinary shares of US$0.1 each in the share capital of the
	Company;
“Shipbuilding Contracts”	the March Shipbuilding Contracts and the Further
	Shipbuilding Contracts;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiaries”	has the meaning ascribed to it under the Listing Rules; and
	“subsidiary” means any one of them;
“TEU”	twenty-foot equivalent container unit;
“Thelma”	Thelma Holdings Limited, a company which is owned
	collectively by Artson and Hanberry;

— 2 —

DEFINITIONS

“THTI”	Tung Holdings (Trustee) Inc., a company wholly owned by	Tung Holdings (Trustee) Inc., a company wholly owned by
	Mr. TUNG Chee Chen, and	which holds the voting rights in
	respect of 426,416,088 Shares (representing approximately
	68.14% of the total issued share capital of the Company) held
	by Thelma;
“Transaction”	the transaction constituted	by the Further Shipbuilding
	Contracts;
“US$”	United States Dollars, the	lawful currency of the United
	States of America;
“Vessels”	the March Vessels and the Further Vessels; and
“%”	per cent..

Note: The exchange rate used for reference purpose in this Circular is US$1 to HK$7.8.

— 3 —

LETTER FROM THE BOARD

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外（國際）有限公司[#]

(Incorporated in Bermuda with limited liability)

(Stock code: 316)

Executive Directors:

Mr. TUNG Chee Chen (Chairman, President and Chief Executive Officer) Mr. CHOW Philip Yiu Wah Mr. Kenneth Gilbert CAMBIE (Chief Financial Officer) Mr. TUNG Lieh Sing Alan

Principal Office:

33rd Floor Harbour Centre 25 Harbour Road Wanchai Hong Kong

Registered Office:

Non-Executive Director:

Mr. KING Roger

Independent Non-Executive Directors:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Mr. Simon MURRAY Mr. CHANG Tsann Rong Ernest Professor WONG Yue Chim Richard Mr. CHENG Wai Sun Edward

27th May 2011

To the Shareholders of the Company

Dear Sir or Madam,

MAJOR TRANSACTION CONSTRUCTION OF VESSELS

BACKGROUND

On 23rd March 2011, the Board announced that the March Purchasers, six indirect wholly-owned subsidiaries of the Company, respectively entered into the March Shipbuilding Contracts with Samsung for the construction of the March Vessels for a total consideration of approximately US$816 million (equivalent to approximately HK$6,364.8 million). The March Transaction contemplated under the March Shipbuilding Contracts is more than 5% but less than 25% of the relevant percentage ratios under Rule 14.07 of the Listing Rules, and constitutes a discloseable transaction for the Company under the Listing Rules.

# For identification purpose only

— 4 —

LETTER FROM THE BOARD

On 9th May 2011, the Board announced that the Purchasers, four indirectly wholly owned subsidiaries of the Company, respectively entered into the Further Shipbuilding Contracts with Samsung for the construction of the Further Vessels for a total consideration of approximately US$544 million (equivalent to approximately HK$4,243.2 million). Each of the relevant percentage ratios under Rule 14.07 of the Listing Rules of the Transaction contemplated under the Further Shipbuilding Contracts is more than 5% but is less than 25% and the Transaction constitutes a discloseable transaction for the Company under the Listing Rules.

The March Transaction and the Transaction, when aggregated, is more than 25% but is less than 75% of the applicable percentage ratios under Rule 14.07 of the Listing Rules, and constitutes a major transaction of the Company.

The purpose of this Circular is to provide you with the details of the Major Transaction.

FINANCE TERMS

The Company is presently arranging bank financing for the Vessels and expects that finance for about 70% of the purchase price of each of the Vessels, with the financing guaranteed by the Company, will be finalised in the near future with the balance of the purchase price to be funded from internal resources. Should such bank finance not be arranged, the full purchase price of each of the Vessels would come from internal resources.

CONTRACT TERMS

The terms of the Shipbuilding Contracts (including the consideration for each of the Vessels) were determined on an arm’s length basis and on normal commercial terms (based on price comparable to market price (as published by brokers), payment terms and delivery dates that meet the Company’s requirement and agreed between a willing buyer and a willing seller) and the Directors, including the Independent Non-Executive Directors, consider them to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole based on their experience in the container shipping industry. The contract price of each of the Vessels is payable in cash in five equal instalments. The first instalment is payable within five business days after signing of the respective Shipbuilding Contracts and receipt of the respective refundment guarantees and the last instalment is payable upon delivery of each of the Vessels, the other instalments are based on progress intervals on the construction of each of the Vessels. The Vessels are expected to be delivered in year 2013 and year 2014 respectively.

INFORMATION ON SAMSUNG

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Samsung, a public listed company in Korea, is a third party independent of the Company and the connected persons of the Company as defined in the Listing Rules, and the Company and the connected persons of the Company are unaware who Samsung’s ultimate beneficial owner is. The principal business activities of Samsung are shipbuilding, offshore facilities construction, wind power facilities construction, engineering and construction.

— 5 —

LETTER FROM THE BOARD

REASON FOR AND FINANCIAL EFFECT OF THE MAJOR TRANSACTION

The principal business of the Group is container transport and logistics services. The Shipbuilding Contracts have been entered into for the purposes of improving the quality of service which the Group provides to its customers. It is the view of the Directors that ownership of the Vessels will improve both the operating efficiency and profitability of the Group. The Group’s fixed assets will increase following delivery of the Vessels, whilst current assets will decrease and long-term liabilities will increase depending on the proportion of the purchase price funded from internal resources and external finance.

LISTING RULES IMPLICATIONS FOR THE COMPANY

Each of the relevant percentage ratios under Rule 14.07 of the Listing Rules of the March Transaction and the Transaction respectively is more than 5% but less than 25%, and each of the March Transaction and the Transaction constitutes a discloseable transaction for the Company under the Listing Rules.

The March Transaction and the Transaction, when aggregated, is more than 25% but less than 75% of the applicable percentage ratios under Rule 14.07 of the Listing Rules, and constitutes a major transaction of the Company and is subject to the approval of the Shareholders at a general meeting under Rules 14.08 and 14.33 of the Listing Rules.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no existing Shareholder has any interest in the Major Transaction and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Major Transaction.

As at the Latest Practicable Date, 426,416,088 Shares, representing approximately 68.14% of the issued share capital of the Company, are held indirectly by Thelma, which in turn is held by Artson (56.36%) and Hanberry (43.64%) as trustees. The voting rights of such 426,416,088 Shares are held by the Company’s Chairman, Mr. TUNG Chee Chen, through his wholly owned company, THTI.

The Company has obtained a written approval from THTI approving the Major Transaction on 9th May 2011, which is accepted in lieu of holding a general meeting of the Company to approve the Major Transaction in accordance with Rule 14.44 of the Listing Rules. As such, no general meeting of the Company is required to be convened to approve the Major Transaction.

Having considered the factors and reasons set out herein, the Directors, including the independent non-executive director, are of the opinion that the Major Transaction is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole and would recommend the Shareholders to vote in favour of the resolution to approve the Major Transaction if a general meeting were to be held for such purpose.

— 6 —

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

This document constitutes a circular which the Company is required to send to you pursuant to the Listing Rules in respect of the Major Transaction.

Your attention is drawn to the information set out in Appendices I and II to this Circular.

Yours faithfully, By order of the Board TUNG Chee Chen Chairman

— 7 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE-YEAR FINANCIAL INFORMATION OF THE GROUP

The Company is required to set out in this Circular the information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Company for the years ended 31st December 2010, 2009 and 2008 together with the relevant notes to the financial statements of the Company can be found on pages 73 to 136 of the annual report of the Company for the year ended 31st December 2010, pages 92 to 203 of the annual report of the Company for the year ended 31st December 2009 and pages 77 to 182 of the annual report of the Company for the year ended 31st December 2008. Please also see below the hyperlinks to the said annual reports:

http://www.hkexnews.hk/listedco/listconews/sehk/20110407/LTN20110407378.pdf http://www.hkexnews.hk/listedco/listconews/sehk/20100426/LTN20100426358.pdf http://www.hkexnews.hk/listedco/listconews/sehk/20090407/LTN20090407173.pdf

2. STATEMENT OF INDEBTEDNESS

Borrowings and Indebtedness

As at the close of business of 31st March 2011, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this Circular, the Group has outstanding borrowings and indebtedness of approximately US$2,605.3 million (representing approximately HK$20,321.4 million), comprising secured bank loans of approximately US$938.1 million (representing approximately HK$7,317.2 million), unsecured bank loans of approximately US$90.6 million (representing approximately HK$706.7 million), finance leases obligations of approximately US$1,576.5 million (representing approximately HK$12,296.7 million) and other unsecured obligations of approximately US$0.1 million (representing approximately HK$0.8 million).

Contingent liabilities

As at the close of business 31st March 2011, the Group has no material contingent liability.

Pledges of assets

The Group’s general banking facilities and the above outstanding secured borrowings were secured by the Group’s property, plant and equipment and certain bank deposits.

Other than as disclosed above, and apart from intra-group liabilities and normal accounts payable in the ordinary course of business of the Group, the Group did not have any outstanding indebtedness in respect of any mortgages, charges and debentures, loan capital, bank loans and overdrafts, loans, debt securities or other similar indebtedness, liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, guarantees or other material contingent liabilities as at the close of business on 31st March 2011.

— I-1 —

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Directors have confirmed that there has not been any material change in the indebtedness or contingent liabilities of the Group since 31st March 2011.

3. WORKING CAPITAL

Taking into account the expected payment schedules of the Vessels and the financial resources of the Group, the Directors are of the opinion that the Group has sufficient working capital for its present requirement, that is, for at least the next 12 months from the date of publication of this Circular.

4. FINANCIAL AND TRADING PROSPECTS

Trading conditions and container transportation rebounded sharply at the end of 2009 and robust growth continued in 2010 as a result of the recovery of economy. It is expected that the world economic recovery will continue in 2011. The International Monetary Fund forecasted in April 2011 that the world economy would grow at about 4.5% in both 2011 and 2012, with advanced economies growing at 2.5% while emerging and developing economies at 6.5%.

In the first quarter of 2011, Orient Overseas Container Line recorded a total lifting of 1.18 million TEUs, which was 12.6% greater than the corresponding period in 2010. The total freight revenue in the first quarter of 2011 stood at US$1.33 billion, representing a growth of 17.2% over the first quarter of 2010. However, downward pressure on freight rates has been mounting on all major trades, especially the Asia-Europe trade. The growth rate of supply currently exceeds that of demand due to on-going new-build deliveries and the re-introduction into the market of previously idle container ships. The present imbalance constrains the achievement of rate increases needed to offset increased costs, particularly energy related costs due to oil price increases since last year.

Nevertheless, in view of the ongoing recovery of the world economy and with the traditional peak trading season still ahead, the Group remains cautiously positive about the trading prospects for 2011 taken as a whole.

5. MATERIAL ADVERSE CHANGE

The Directors confirm that there has been no material adverse change in the financial or trading position of the Group since 31st December 2010, being the date to which the latest published audited accounts of the Company have been made up.

— I-2 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This Circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in this Circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS

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

			Total Number
	Direct	Other	of Shares (Long
Name	Interests	Interests	Position)	Percentage
TUNG Chee Chen	—	426,416,088	426,416,088	68.14%
		(Notes 1 and 2)
CHANG Tsann Rong Ernest	612,731	—	612,731	0.09%
CHOW Philip Yiu Wah	133,100	7,000	140,100	0.02%
		(Note 3)
Simon MURRAY	104,000	—	104,000	0.02%
Professor WONG Yue Chim Richard	—	500	500	0.00008%
		(Note 4)

Notes:

1. Mr. TUNG Chee Chen has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares, in which Fortune Crest Inc. (“Fortune Crest”) and Gala Way Company Inc. (“Gala Way”), wholly owned subsidiaries of Thelma, have direct interests in 347,188,656 Shares and 79,227,432 Shares respectively. The voting rights in respect of such 426,416,088 Shares are held by Mr. TUNG Chee Chen through THTI.

2. Fortune Crest and Gala Way together are referred to as the controlling shareholders.

3. 7,000 Shares are held by the spouse of Mr. CHOW Philip Yiu Wah.

4. 500 Shares are held by the spouse of Professor WONG Yue Chim Richard.

— II-1 —

APPENDIX II

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had any interests or short positions in the Shares, the underlying Shares and the debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be: (a) 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 (b) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code.

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

As at the Latest Practicable Date and so far as is known to the Directors and chief executive of the Company, the following persons (other than the Director or the chief executive of the Company) had interests or short positions in the Shares and the 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 as recorded in the register required to be kept by the Company under section 336 of the SFO:

		Number of
		Shares Interested
Name	Nature of Interest	(Long Position)	Percentage
Artson Global Limited*	Trustee	426,416,088	68.14%
		(Note 1)
Hanberry Global Limited*	Trustee	426,416,088	68.14%
		(Note 2)
Thelma Holdings Limited*	Indirect	426,416,088	68.14%
		(Note 3)
TUNG Chee Hwa	Indirect	426,441,319	68.14%
		(Note 4)
Archmore Investment Limited*	Beneficiary of a trust	426,416,088	68.14%
		(Note 5)
Edgemont Holdings Limited*	Indirect	426,416,088	68.14%
		(Note 6)
Javier Global Limited*	Indirect	426,416,088	68.14%
		(Note 7)
Bartlock Assets Ltd.*	Beneficiary of a trust	426,416,088	68.14%
		(Note 8)
Flowell Development Inc.	Beneficiary of a trust	426,416,088	68.14%
		(Note 9)
Izone Capital Limited*	Beneficiary of a trust	426,416,088	68.14%
		(Note 10)
Jeference Capital Inc.*	Beneficiary of a trust	426,416,088	68.14%
		(Note 11)
Tung Holdings (Trustee) Inc.*	Voting	426,416,088	68.14%
		(Note 12)

— II-2 —

GENERAL INFORMATION

APPENDIX II

		Number of
		Shares Interested
Name	Nature of Interest	(Long Position)	Percentage
Fortune Crest Inc.*	Direct	347,188,656	55.47%
		(Note 13)
Gala Way Company Inc.*	Direct	79,227,432	12.66%
		(Note 14)

Notes:

1. Artson, a company which is wholly owned by Mr. TUNG Chee Chen, holds 56.36% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest.

2. Hanberry, a company which is wholly owned by Mr. TUNG Chee Hwa (brother of Mr. TUNG Chee Chen, brother-in-law of Mr. KING Roger, and father of Mr. TUNG Lieh Sing Alan), holds 43.64% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest.

3. Thelma, a company which is owned collectively by Artson and Hanberry, has an indirect interest in the same Shares in which Fortune Crest and Gala Way, wholly owned subsidiaries of Thelma, have an interest.

4. Mr. TUNG Chee Hwa has an interest in a trust which, through Hanberry as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares. Mrs. TUNG Chiu Hung Ping Betty (spouse of Mr. TUNG Chee Hwa) owns 25,231 Shares.

5. Archmore Investment Limited (“Archmore”), a company which is wholly owned by Edgemont Holdings Limited (“Edgemont”), has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares.

6. Edgemont has an indirect interest in the same Shares in which Archmore, a wholly owned subsidiary of Edgemont, has an interest.

7. Javier Global Limited (“Javier”), a company which is wholly owned by Mr. TUNG Chee Chen, has an indirect interest in the same Shares in which Edgemont, a wholly owned subsidiary of Javier, has an interest.

8. Bartlock Assets Ltd., a company which is wholly owned by Mr. TUNG Chee Hwa, has an interest in a trust which, through Hanberry as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares.

9. Flowell Development Inc., a company which is wholly owned by Mr. TUNG Chee Chen, has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares.

10. Izone Capital Limited, a company which is wholly owned by Mr. TUNG Chee Chen, has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares.

11. Jeference Capital Inc., a company which is wholly owned by Mr. TUNG Chee Chen, has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 426,416,088 Shares.

12. THTI is a company wholly owned by Mr. TUNG Chee Chen.

— II-3 —

GENERAL INFORMATION

APPENDIX II

1. Fortune Crest has a direct interest in 347,188,656 Shares.

2. Gala Way has a direct interest in 79,227,432 Shares.

3. For those companies marked with an asterisk, Mr. TUNG Chee Chen is either a director of these companies or a director of a company which is a corporate director of these companies.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company was a director or an employee of a company which had an interest or short position in the Shares and the 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.

4. SERVICE CONTRACT

Mr. Kenneth Gilbert CAMBIE has a service contract with the Company which will expire on 12th July 2013. None of the Directors has a service contract with the Company or any of its subsidiaries which is not determinable by the employing company within one year without payment of compensation, other than statutory compensation.

5. SECRETARY

The Secretary of the Company is Ms. Lammy Chee Fun Lee, Barrister.

6. LITIGATION

As at the Latest Practicable Date, no litigation or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.

7. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors and their respective associates (as defined in the Listing Rules) had any interest in a business, which competes or may compete with the business of the Group.

8. OTHER INTERESTS OF DIRECTORS IN CONTRACTS

The Group shares the rental of office space at Harbour Centre, Hong Kong on an actual cost reimbursement basis with Island Navigation Corporation International Limited (“INCIL”), which is owned by a Tung family trust. The total amount of rental on an actual cost reimbursement basis paid by INCIL to the Group for the year ended 31st December 2010 was approximately US$962,000.

Yuensung Investment Company Limited (“Yuensung”), a company controlled by Mr. C U TUNG, uncle of Mr. TUNG Chee Chen, also shares the rental of an office at Harbour Centre, Hong Kong with our Group. The total amount of rental on an actual cost reimbursement basis paid by Yuensung to the Group for the year ended 31st December 2010 was approximately US$65,000.

— II-4 —

GENERAL INFORMATION

APPENDIX II

Except for the above (other than contracts amongst Group companies), no other contracts or arrangements of significance in relation to the Group’s business to which the Company or any of its subsidiaries was a party, and in which the Director of the Company had a material interest, subsisted at the date of this Circular.

9. DIRECTORS’ INTERESTS IN GROUP ASSETS

As at the Latest Practicable Date, none of the Directors has any direct or indirect interest in any assets which have been, since 31st December 2010, being the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

10. MATERIAL CONTRACTS

Save for the following material contracts, the Group has not entered into any material contract (not being contracts entered into in the ordinary course of business of the Group) within the two years immediately preceding the date of this Circular:

• (a) a bid agreement dated 13th August 2009 entered into between Konward Enterprises Limited as purchaser and Shanghai Yong Ye Co., Ltd as vendor to bid for the 11% equity interests in the registered capital of Yongye Real Estate (Note: details of the agreement were disclosed in the Company’s announcement dated 15th September 2009);

• (b) the sale and purchase agreement dated 18th January 2010 entered into between the Company and CapitaLand China (RE) Holdings Co., Ltd. relating to the sale and purchase of the entire issued share capital of Orient Overseas Developments Limited and the assignment and transfer of a shareholder’s loan for an aggregate consideration of US$2.2 billion (Note: details of the agreement were disclosed in the Company’s announcement dated 18th January 2010); and

• (c) the Shipbuilding Contracts.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection by Shareholders during normal business hours at the principal office of the Company in Hong Kong at 33rd Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on weekdays other than Saturdays and public holidays up to and including 30th June 2011:

• (a) the Memorandum of Association and Bye-laws of the Company;

• (b) the material contracts as referred to in the above paragraph 10 headed “Material Contracts” in this Appendix;

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GENERAL INFORMATION

APPENDIX II

• (c) the service contract of Mr. Kenneth Gilbert CAMBIE, an Executive Director of the Company referred to in the above paragraph 4 headed “Service Contract” in this Appendix;

• (d) audited financial information of the Group for the two financial years ended 31st December 2009 and 31st December 2010; and

• (e) this Circular.

12. MISCELLANEOUS

The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the principal office of the Company is located at 33rd Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong.

The principal registrar of the Company is Butterfield Fulcrum Group (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke, HM08, Bermuda and the branch registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

The English text of this Circular shall prevail over the Chinese text.

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