Long Investment Corp - M&A Activity 2009

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares. In particular, this announcement does not constitute an announcement on the Offer, and shareholders of China Central Properties Limited should refer to the full text of the Offer Announcement to be released in the United Kingdom and published on the London Stock Exchange website, www.londonstockexchange.com, under the name of Shui On Construction and Materials Limited.

==> picture [111 x 49] intentionally omitted <==

==> picture [149 x 47] intentionally omitted <==

(Stock Code: 983)

MAJOR TRANSACTION

PROPOSED PRE-CONDITIONAL OFFER BY SHUI ON CONSTRUCTION AND MATERIALS LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF CHINA CENTRAL PROPERTIES LIMITED

NOT ALREADY OWNED BY SHUI ON CONSTRUCTION AND MATERIALS LIMITED AND ITS SUBSIDIARIES

AND

RESUMPTION OF TRADING

Summary

The board of directors of Shui On Construction and Materials Limited (“ SOCAM ”) is pleased to announce today the terms of an offer which is intended to be made by SOCAM for the entire issued share capital of China Central Properties Limited (“ CCP ”) not already owned by the SOCAM Group (the “ ” Offer ).

— 1 —

The making of the Offer is pre-conditional on the recommendation of the Offer by the CCP Independent Directors and the Offer Document will not be posted to the CCP Shareholders without such recommendation. SOCAM is currently in early stage discussions with the CCP Independent Directors and looks forward to continue engaging with them with a view to obtaining a recommendation of the Offer from the CCP Independent Directors.

Under the terms of the Offer, when made, CCP Shareholders may elect to receive, for each CCP Share held, either 0.94864 New SOCAM Shares (the “ Share Offer ”) or 0.47432 New SOCAM Shares and 27.50 pence (approximately HK$3.14) in cash (the “ Mixed Offer ”).

Based on HK$8.05 per SOCAM Share (being the Closing Price per SOCAM Share on 2 April 2009) and an exchange rate of HK$11.4118 to £1 (being the exchange rate on 2 April 2009), the Share Offer values the entire existing issued share capital of CCP at approximately £188.17 million (approximately HK$2,147.35 million) and values each CCP Share at a price of 66.92 pence (approximately HK$7.64) per CCP Share. These terms represent:

a 117.62 per cent. premium over the Closing Price of 30.75 pence (approximately HK$3.51) per CCP Share on 11 March 2009 (being the last business day prior to the announcement made by the CCP Board that it had received an approach which may or may not result in an offer being made for CCP (the “ Reference Date ”));
a 190.07 per cent. premium over the average Closing Price of CCP Shares over the last 30 calendar days up to and including the Reference Date;
● a 161.50 per cent. premium over the average Closing Price of CCP Shares over the last 90 calendar days up to and including the Reference Date; and
● a 31.21 per cent. premium over the Closing Price of 51.00 pence (approximately HK$5.82) per CCP Share on 6 April 2009, being the last practicable date prior to the release of this announcement (the “Last Practicable Date” ).
The Mixed Offer values the entire existing issued share capital of CCP at approximately £171.41 million (approximately HK$1,956.13 million) and values each CCP Share at a price of 60.96 pence (approximately HK$6.96) per CCP Share. Both the Share Offer and the Mixed Offer are exclusive of the Final Dividend which the CCP Shareholders are entitled to retain.

— 2 —

Existing Share Ownership and Irrevocable Undertakings

At the date of this announcement, SOCAM owns and has received irrevocable undertakings from certain CCP Shareholders to accept or procure the acceptance of the Offer in respect of a total of 203,199,348 CCP Shares, representing, in aggregate, approximately 72.26 per cent. of the existing issued share capital of CCP.

If, as a result of the Offer or otherwise, SOCAM holds or acquires a total of 75.00 per cent. or more of the voting rights of CCP, and subject to the Offer becoming or being declared unconditional in all respects, SOCAM intends to procure that CCP applies to cancel the admission to trading of the CCP Shares on AIM.

Bond Cancellation

The Offer will be conditional, inter alia , on CCP first cancelling all of its outstanding Convertible Bonds. SOCAM proposes that this will be effected by the CCP Independent Directors, with the assistance of the Convertible Bonds trustee, convening a meeting of the Convertible Bondholders (the “ Bondholder Meeting ”) to approve amendments to the Trust Deed, in accordance with the terms of the Trust Deed, such that the Convertible Bondholders will agree, by way of a resolution, to receive from CCP 90.00 per cent. of the principal amount of the Convertible Bonds they hold in consideration of the early cancellation of such Convertible Bonds (the “ Bond Cancellation ”).

The Bond Cancellation will be conditional on, inter alia , the approval of 75.00 per cent. or more of the votes cast by the Convertible Bondholders at the Bondholder Meeting and on the Offer being made and it becoming or being declared wholly unconditional (save for any condition of the Offer which requires payment to the Convertible Bondholders to have been made pursuant to the Bond Cancellation).

SOCAM has received irrevocable undertakings from certain Convertible Bondholders to vote in favour of the resolutions to be proposed at the Bondholder Meeting to approve the Bond Cancellation by way of amendments to the Trust Deed and at any other Convertible Bondholder meetings relating to the Bond Cancellation, representing, when aggregated with SOCAM’s current holding of Convertible Bonds in the principal amount of US$25.00 million (approximately HK$193.74 million) (representing approximately 14.37 per cent. in principal amount of the outstanding Convertible Bonds), approximately 75.80 per cent. in the aggregate principal amount of the outstanding Convertible Bonds.

— 3 —

This announcement does not constitute an announcement on the Offer. An announcement on the full terms of the Offer, i.e. the Offer Announcement, will also be released after 7:00 a.m. (London time) on 7 April 2009 in the United Kingdom and published on the London Stock Exchange website, www.londonstockexchange.com , under the name of Shui On Construction and Materials Limited. CCP Shareholders should refer to the full text of the Offer Announcement.

Application of the UK’s City Code on Takeovers and Mergers

Since the securities of CCP are not traded on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man and since CCP is not considered by the UK’s Panel on Takeovers and Mergers (the “ Panel ”) to be centrally controlled or managed in the UK, the Channel Islands or the Isle of Man, CCP is not subject to the provisions of the UK’s City Code on Takeovers and Mergers (the “ City Code ”) and therefore the Offer will not be regulated by the Panel.

However, the articles of association of CCP provide that if and for so long as CCP shall not be subject to the City Code, the CCP Board shall, where CCP is the subject of an approach, comply with and procure that CCP complies with the provisions of the City Code as if CCP were subject to the City Code, provided always that this obligation is subject to the requirements of the Isle of Man Companies Act 2006 and to the requirement that the CCP Board must be satisfied that the application of the article relating to the application of the City Code is in the best interests of CCP. In addition, under the same article, if the CCP Board recommends to the CCP Shareholders or any class thereof any takeover offer made for ordinary shares of CCP from time to time, the CCP Board is required by its articles to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and execution of the relevant offer mutatis mutandis as though CCP were subject to the City Code.

SOCAM proposes to seek to enter into an undertaking with CCP whereby it and CCP undertake, amongst other things, to comply with the requirements of the City Code, subject to a number of agreed derogations.

Major transaction and exempt connected transactions

The acquisition of the CCP Shares by SOCAM pursuant to the Offer, if made, will constitute a major transaction for SOCAM under the HK Listing Rules, and is subject to the applicable disclosure and shareholder approval requirements under the HK Listing Rules.

— 4 —

Certain directors of SOCAM and its subsidiaries and their associates, who are connected persons of SOCAM, held CCP Shares at the Last Practicable Date. The acquisitions of the CCP Shares from these connected persons by SOCAM pursuant to the Offer, if made, will each constitute a connected transaction for SOCAM under the HK Listing Rules. The applicable percentage ratios for each of such connected transactions fall below the de-minimis threshold under Rule 14A.31(2) of the HK Listing Rules. Accordingly, such connected transactions are exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

Approval will also be sought from the SOCAM Shareholders for, amongst other things, the allotment and issue of the New SOCAM Shares under the Offer.

A further joint announcement will be made by CCP and SOCAM and a circular containing information regarding the Offer, the notice to convene the SOCAM Meeting to approve the Offer and certain other information as required under the HK Listing Rules will be despatched to SOCAM Shareholders, in each case, as soon as practicable after the pre-condition to the making of the Offer, i.e. obtaining the recommendation of the Offer by the CCP Independent Directors, has been satisfied.

The SOCAM Directors consider that the acquisition of CCP Shares pursuant to the Offer is fair and reasonable and is in the interests of the SOCAM Shareholders as a whole. Suspension and resumption of trading

At the request of SOCAM, trading of SOCAM Shares (stock code: 983) and the convertible bonds of SOCAM (stock code: 2553) on the HK Stock Exchange was suspended from 9:30 a.m. on 3 April 2009, pending the issue of this announcement. An application has been made by SOCAM to the HK Stock Exchange for the resumption of trading of SOCAM Shares and the convertible bonds of SOCAM on the HK Stock Exchange with effect from 2:30 p.m. on 7 April 2009.

The making of the Offer is pre-conditional on the recommendation of the Offer by the CCP Independent Directors, and is conditional upon, amongst other things, the Bond Cancellation. Accordingly, the Offer may or may not materialise, and there can be no assurance that the Offer will be made. SOCAM Shareholders and potential investors are advised to exercise due caution when dealing in the securities of SOCAM.

— 5 —

THE OFFER

The board of directors of SOCAM is pleased to announce today the terms of an offer which is intended to be made by SOCAM for the entire issued share capital of CCP not already owned by the SOCAM Group.

1. Summary of the Offer

Under the terms of the Offer, when made, which will be subject to the terms and conditions set out in the Appendix to this announcement and to the full terms and conditions to be set out in the Offer Document and, in the case of CCP Shares held in certificated form, the Form of Acceptance, CCP Shareholders will be entitled to receive:

For each CCP Share 0.94864 New SOCAM Shares under the Share Offer

or

0.47432 New SOCAM Shares and 27.50 pence in cash under the Mixed Offer

a 117.62 per cent. premium over the Closing Price of 30.75 pence (approximately HK$3.51) per CCP Share on 11 March 2009 (being the Reference Date);
a 190.07 per cent. premium over the average Closing Price of CCP Shares over the last 30 calendar days up to and including the Reference Date;
a 161.50 per cent. premium over the average Closing Price of CCP Shares over the last 90 calendar days up to and including the Reference Date; and

— 6 —

a 31.21 per cent. premium over the Closing Price of 51.00 pence (approximately HK$5.82) per CCP Share on 6 April 2009, being the Last Practicable Date.

The Mixed Offer values the entire existing issued share capital of CCP at approximately £171.41 million (approximately HK$1,956.13 million) and values each CCP Share at a price of 60.96 pence (approximately HK$6.96) per CCP Share.

Both the Share Offer and the Mixed Offer are exclusive of the Final Dividend which the CCP Shareholders are entitled to retain.

Fractions of New SOCAM Shares will not be allotted and issued to CCP Shareholders who accept either the Share Offer or the Mixed Offer and in all cases any fractional entitlements to New SOCAM Shares will be disregarded.

The CCP Shares which are the subject of the Offer will be acquired fully paid and free from all liens, charges, equities, equitable interests, encumbrances, rights of pre-emption or other third party rights of any nature and together with all rights attaching to such CCP Shares, including the right to receive all dividends and other distributions declared, paid or made on or after the date of the Offer Document other than the Final Dividend.

For illustrative purposes only, assuming that all the CCP Shareholders, other than those who have elected to accept the Mixed Offer under the terms of their irrevocable undertakings, elect to accept the Share Offer, a total of 137,490,004 New SOCAM Shares, representing approximately 42.71 per cent. of the existing issued share capital of SOCAM, or approximately 29.93 per cent. of the enlarged issued share capital of SOCAM, will be allotted and issued in accordance with the terms of the Offer. Alternatively, assuming that all the CCP Shareholders, other than those who have elected to accept the Share Offer under the terms of their irrevocable undertakings, elect to accept the Mixed Offer, a total of 100,496,050 New SOCAM Shares, representing approximately 31.22 per cent. of the existing issued share capital of SOCAM, or approximately 23.79 per cent. of the enlarged issued share capital of SOCAM, will be allotted and issued under the Offer and an aggregate amount of approximately £30.07 million (approximately HK$343.12 million) would be paid in cash to the CCP Shareholders under the Offer.

— 7 —

An application will be made to the HK Stock Exchange for the listing of, and for permission to deal in, the New SOCAM Shares to be issued pursuant to the Offer.

The table below sets out the shareholding structure of SOCAM ascertainable by the SOCAM Directors after making all reasonable enquiries up to the Last Practicable Date and, for illustrative purposes only, the shareholding structure of SOCAM immediately following implementation of the Offer:

				Assuming all the	Assuming all the	Assuming all the	Assuming all the
				CCP Shareholders		CCP Shareholders
				elect the Share Offer		elect the	Mixed Offer
				(other	than those	(other	than those
				who have already		who have already
		Existing	at the Last	elected to accept the		elected to accept the
		Practicable Date		Mixed Offer)		Share Offer)
		No. of	% of issued	No. of	% of issued	No. of	% of issued
		SOCAM	share capital	SOCAM	share capital	SOCAM	share capital
Shareholders		Shares	of SOCAM	Shares	of SOCAM	Shares	of SOCAM
(1)	Controlling shareholder
	of SOCAM (Note a)	182,293,000	56.63	182,293,000	39.68	182,293,000	43.16
(2)	Directors of SOCAM
	and its subsidiaries and
	their respective
	associates other than (1)	2,684,000	0.83	2,957,812	0.64	2,820,905	0.66
(3)	UBS AG (Note b)	39,041,734	12.13	39,041,734	8.50	39,041,734	9.24
(4)	Penta group of
	companies (Note c)	20,802,631	6.46	52,407,458	11.41	52,407,458	12.41
(5)	CCP Shareholders other
	than (2) and (4)	—	—	105,611,365	22.99	68,754,318	16.28
(6)	Other public
	shareholders	77,079,874	23.95	77,079,874	16.78	77,079,874	18.25
Total		321,901,239	100.00	459,391,243	100.00	422,397,289	100.00

Notes:

a. The ultimate controlling shareholder of SOCAM is Mr. Lo Hong Sui, Vincent.
b. At the Last Practicable Date, UBS AG is not regarded as a public shareholder of SOCAM under the HK Listing Rules as it is a substantial shareholder of SOCAM. On the basis set out in the above table, immediately following the implementation of the Offer, UBS AG will be regarded as a public shareholder of SOCAM under the HK Listing Rules as it will no longer be a substantial shareholder of SOCAM.
c. At the Last Practicable Date, Penta group of companies is regarded as a public shareholder of SOCAM under the HK Listing Rules. On the basis set out in the above table, immediately following the implementation of the Offer, Penta group of companies will no longer be regarded as a public shareholder of SOCAM under the HK Listing Rules as it will become a substantial shareholder of SOCAM.

— 8 —

2. Pre-condition to the Offer

As stated above, the making of the Offer is pre-conditional on the recommendation of the Offer by the CCP Independent Directors and the Offer Document will not be posted to the CCP Shareholders without such recommendation. SOCAM is currently in early stage discussions with the CCP Board and looks forward to continue engaging with the CCP Board with a view to obtaining a recommendation of the Offer from the CCP Independent Directors.

3. Conditions to the Offer

The Offer is conditional upon, among other things:-

3.1 Acceptances

Valid acceptances being received in respect of not less than 90.00 per cent. (or such lower percentage as SOCAM may decide) in nominal value of the CCP Shares to which the Offer relates and not less than 90.00 per cent. (or such lower percentage as SOCAM may decide) of the voting rights carried by the CCP Shares to which the Offer relates. However, this condition will not be satisfied unless SOCAM and/or its related parties shall hold, have acquired or agreed to acquire in aggregate more than 50.00 per cent. of the voting rights then normally exercisable at a general meeting of CCP.

3.2 Completion of the Bond Cancellation

Payment being made to the Convertible Bondholders (or their respective nominees) upon the cancellation of the Convertible Bonds pursuant to the Bond Cancellation.

3.3 Hong Kong listing approval

The HK Stock Exchange granting the unconditional approval for the listing of, and permission to deal in, the New SOCAM Shares which fall to be issued pursuant to the Offer (save for any condition in respect of proper allotment and issue of such shares and any other non-material conditions that will not affect the terms or the timing of the Offer) and such approval remaining in place.

3.4 Competition issues

Any applicable waiting periods for a response from the Ministry of Commerce of the PRC having expired or been terminated and/or any anti-trust consent or approval of the Ministry of Commerce of the PRC in

— 9 —

connection with the Offer or the completion thereof having been obtained on an unconditional basis by or on behalf of SOCAM and/or CCP pursuant to the provisions of any laws or regulations in the PRC, in each case where necessary for completion of the Offer.

3.5 SOCAM Shareholders’ approval

The passing at the SOCAM Meeting(s) (or at any adjournment of such meeting(s)) of such resolutions as may be necessary as required under the HK Listing Rules or other applicable laws and regulations to approve, implement, and effect the Offer and the acquisition of the CCP Shares pursuant to the Offer.

Further details of the conditions to the Offer are set out in the Appendix to this announcement.

IRREVOCABLE UNDERTAKINGS AND SOCAM’S EXISTING SHARE OWNERSHIP

SOCAM has received the following irrevocable undertakings to accept the Offer:

CCP Shareholders:

Everhigh Investments Limited
OZ Master Fund, Ltd.
OZ Global Special Investments Master Fund, L.P.
OZ Asia Master Fund, Ltd.
Pacific Alliance Asia Opportunity Fund L.P.
Penta Asia Domestic Partners, L.P.
Penta Asia Long Short Fund Ltd.
Penta Master Fund, Limited

SOCAM currently holds, through its wholly-owned subsidiary, Brilliance Investments Limited, 120,588,000 CCP Shares, representing approximately 42.88 per cent. of the existing issued share capital of CCP.

— 10 —

SOCAM has received irrevocable undertakings from the above CCP Shareholders to accept or procure the acceptance of the Offer in respect of a total of 82,611,348 CCP Shares, representing, in aggregate, approximately 29.38 per cent. of CCP’s existing issued share capital, under which the above CCP Shareholders have, among other terms, agreed to accept or procure the acceptance of the Offer, and not to withdraw their acceptances of the Offer and procure that such acceptances are not withdrawn, in respect of all their respective shareholdings in CCP by no later than 5:00 p.m. (London time) of the seventh day after the despatch of the Offer Document.

SOCAM therefore owns and has received irrevocable undertakings to accept the Offer in respect of a total of 203,199,348 CCP shares, representing, in aggregate, approximately 72.26 per cent. of the existing issued share capital of CCP.

Such irrevocable undertakings will remain binding in the event of a competing offer being made for CCP but they will cease to have effect on the above CCP Shareholders, amongst other things: (a) if the joint announcement of the Offer by CCP and SOCAM following the recommendation of the Offer by the CCP Independent Directors is not released by 5:00 p.m. (London time) on 15 May 2009; or (b) on the withdrawal or lapsing of the Offer.

SOCAM has received the following irrevocable undertakings in respect of the Bond Cancellation:

Convertible Bondholders:

CQS Convertible and Quantitative Strategies Master Fund Limited
Centar Investments (Asia) Ltd.
Highbridge Asia Opportunities Master Fund, L.P.
Highbridge International LLC
OZ Asia Master Fund, Ltd.
OZ Global Special Investments Master Fund, L.P.
OZ Master Fund, Ltd.
Pacific Alliance Asia Opportunity Fund L.P.
Pacific Alliance Asia Opportunity Fund Limited
Stark Master Fund, Ltd.

— 11 —

SOCAM has received irrevocable undertakings from the above Convertible Bondholders to vote in favour of the resolutions to be proposed at the Bondholder Meeting to approve the Bond Cancellation. Under the terms of the irrevocable undertakings from the above Convertible Bondholders, the above Convertible Bondholders have agreed to, amongst other things: (a) remain interested in their respective interest in the Convertible Bonds until the end of the Bondholder Meeting; and (b) procure the registered holder of their respective interest in the Convertible Bonds to vote or execute the relevant written resolutions in favour of the Bond Cancellation at the Bondholder Meeting.

Such irrevocable undertakings will remain binding in the event of a competing offer being made for CCP but they will cease to have effect on the above Convertible Bondholders, amongst other things: (a) on the withdrawal or lapsing of the Offer; or (b) on the withdrawal or lapsing of the Bond Cancellation, or (c) (save in the case of the irrevocable undertakings from CQS Convertible and Quantitative Strategies Master Fund Limited, Stark Master Fund, Ltd., OZ Asia Master Fund, Ltd., OZ Global Special Investments Master Fund, L.P. and OZ Master Fund, Ltd.) payment not being made to the Convertible Bondholders (or their respective nominees) by 5:00 p.m. (London time) on 30 June 2009.

THE BOND CANCELLATION

The Offer is conditional, inter alia , on CCP first cancelling all of its outstanding Convertible Bonds. SOCAM proposes that this will be effected by the CCP Independent Directors, with the assistance of the Convertible Bonds trustee, convening the Bondholder Meeting to approve amendments to the Trust Deed, in accordance with the terms of the Trust Deed, such that the Convertible Bondholders will agree, by way of a resolution, to receive from CCP 90.00 per cent. of the principal amount of the Convertible Bonds they held in consideration of the early cancellation of such Convertible Bonds.

— 12 —

current holding of Convertible Bonds in the principal amount of US$25.00 million (approximately HK$193.74 million) (representing approximately 14.37 per cent. in principal amount of the outstanding Convertible Bonds), approximately 75.80 per cent. in the aggregate principal amount of the outstanding Convertible Bonds.

The Bond Cancellation may alternatively be effected by means of a written resolution of the Convertible Bondholders signed by or on behalf of the holders of not less than 90.00 per cent. in principal amount of the outstanding Convertible Bonds.

DELISTING AND COMPULSORY ACQUISITION

As set out above, SOCAM owns and has received irrevocable undertakings to accept the Offer in respect of a total of 203,199,348 CCP Shares, representing, in aggregate, approximately 72.26 per cent. of the existing issued share capital of CCP. Subject to SOCAM holding or acquiring, by virtue of the Offer or otherwise, CCP Shares carrying, when aggregated with its current holding, 75.00 per cent. or more of the voting rights of CCP, and subject to the Offer becoming or being declared unconditional in all respects, SOCAM intends to procure that CCP applies to give notice in accordance with the AIM Rules for the cancellation of the admission to trading of CCP Shares on AIM. It is intended that CCP Shares will cease to be admitted to trading on AIM shortly after the Offer is declared wholly unconditional in all respects.

If SOCAM receives acceptances under the Offer in respect of, or otherwise acquires, 90.00 per cent. or more of the CCP Shares to which the Offer relates, SOCAM intends to exercise its rights pursuant to section 160 of the Isle of Man Companies Act 2006 to acquire compulsorily the remaining CCP Shares in respect of which the Offer has not been accepted.

OTHERS

Subject to satisfaction of the pre-condition to the Offer, i.e. the obtaining of a recommendation of the Offer from the Independent Directors of CCP, a further joint announcement by CCP and SOCAM will be made. The board of directors of SOCAM anticipates that the Offer Document will be posted as soon as possible and in any event within 28 days following the joint announcement of the Offer by CCP and SOCAM.

— 13 —

Kingdom and published on the London Stock Exchange website, www.londonstockexchange.com , under the name of Shui On Construction and Materials Limited. CCP Shareholders should refer to the full text of the Offer Announcement.

The Offer, and acceptances thereof, will be governed by English law and will be subject to the jurisdiction of the English courts.

Deutsche Bank is acting as the financial adviser to SOCAM in connection with the Offer.

BACKGROUND TO AND REASONS FOR THE OFFER

Given the relatively low liquidity of the CCP Shares, the SOCAM Directors believe that access to the equity capital markets does not provide CCP with an attractive fund raising avenue and that the costs and management resources associated with the maintenance of CCP as an AIM-listed company are not warranted. The low liquidity has also contributed to the adverse share trading performance of CCP since its admission to trading on AIM in June 2007.

Over the 3-month period prior to the Reference Date, the price of the CCP Shares fell by approximately 12.14 per cent. and the market, as represented by the FTSE AIM All Share Index, fell by approximately 3.17 per cent. During the period from the peak of the FTSE AIM All Share Index at 1,236.60 on 16 July 2007 to the Reference Date, the FTSE AIM All Share Index fell by approximately 69.57 per cent. and the price of the CCP Shares fell by approximately 73.32 per cent.

The SOCAM Directors wish to consolidate CCP into SOCAM while providing an opportunity for CCP Shareholders to switch their investment into a company with access to a larger capital base and a company that is listed on the main board of a major international exchange. The Offer also provides CCP Shareholders with an opportunity to realise their investment in CCP during sustained uncertain market conditions at a significant premium to the market price prevailing on the Reference Date and a further opportunity to benefit from continued participation in the business of CCP via the enlarged SOCAM business going forward.

The SOCAM Directors intend that CCP, as a subsidiary of SOCAM following completion of the Offer, should continue to specialise in the development of distressed properties in the PRC.

— 14 —

INFORMATION ON SOCAM

Background information on SOCAM and its relationship with CCP

SOCAM is an investment company whose shares are listed for trading on the Main Board of the HK Stock Exchange. The SOCAM Group is principally engaged in property development, asset management, cement production, construction, investment in property development and venture capital investment in Hong Kong and the PRC. In 2005, it also started to invest in the partially-completed property development business in the PRC. As announced in April 2007, SOCAM divested its then investments in the partially-completed property development business in the PRC to CCP in conjunction with the application for an admission to trading of CCP Shares on AIM.

SOCAM, through its wholly-owned subsidiary, SOCAM Asset Management Limited (“ SAM ”), has also been the investment and project manager of CCP’s investments. SAM entered into the investment management agreement with the CCP Group on 12 April 2007, whereby SAM provides to the CCP Group project investment management services as well as other services with respect to sourcing, structuring, financing, marketing, sales, leasing and disposal of partially-completed property investment opportunities in the PRC in accordance with the investment strategy of CCP. Such investment management agreement is for an initial term of 10 years pursuant to which SAM is entitled to a base fee plus a performance fee determined by the performance of the investment projects of CCP. For the financial year ended 31 December 2008, a total base fee of approximately HK$71.85 million and performance fee of approximately HK$39.20 million have been incurred by CCP and are payable to SAM.

In addition to the investment management agreement, the CCP Group also entered into two separate construction and project management agreements dated 12 April 2007 which are on the same terms. Pat Davie (China) Limited and Shui On Project Management (China) Limited, both of which are subsidiaries of SOCAM, and/or their respective subsidiaries agreed to provide construction and project management services on all construction-related matters for certain property projects in the PRC under the terms and conditions set out in the construction and project management agreements if the CCP Group wishes to appoint them as their representative. For the financial year ended 31 December 2008, total project management fees of approximately HK$7.57 million have been incurred by CCP under such construction and project management agreements.

Following completion of the Offer, CCP will become a subsidiary of SOCAM and its financial results will be consolidated into the financial statements of SOCAM.

— 15 —

INFORMATION ON CCP

CCP is a property investment company whose shares have been admitted to trading on AIM since 13 June 2007. The CCP Group focuses primarily on investing in partially-completed property projects in major and secondary cities in the PRC. CCP has a well-diversified portfolio of properties, including commercial, retail and residential complexes, strategically located in the prime areas of Guangzhou, Qingdao, Beijing, Chengdu, Shenyang and Chongqing, with SAM as its investment manager.

The audited consolidated net profits both before and after tax and extraordinary items for the period from 9 February 2007 (being the date of incorporation of CCP) to 31 December 2007 and the financial year ended 31 December 2008 and the audited consolidated net asset value at 31 December 2008 of CCP were approximately as follows:

Consolidated net profit before	Consolidated net profit before		Consolidated	net profit after	Consolidated net
tax and extraordinary items for		tax and extraordinary items for			asset value at
the period	the financial		the period	the financial
ended	year ended		ended	year ended
31 December	31 December		31 December	31 December	31 December
2007	2008		2007	2008	2008
US$ ’000	US$ ’000		US$ ’000	US$ ’000	US$ ’000
(approx	(approx		(approx	(approx	(approx
HK$ ’000)	HK$ ’000)		HK$ ’000)	HK$ ’000)	HK$ ’000)
9,755	26,463		3,656	15,692	638,660
(76,109)	(206,046)		(28,524)	(122,181)	(4,949,232)

FINANCING THE OFFER

Full acceptance of the Offer, assuming all CCP Shareholders excluding SOCAM, other than those that have elected to accept the Share Offer under the terms of their irrevocable undertakings, elect to accept the Mixed Offer, will require the payment by SOCAM of approximately £30.07 million (approximately HK$343.12 million) in cash.

SOCAM’s wholly-owned subsidiary, Brilliance Investments Limited, holds US$25.00 million (approximately HK$193.74 million) in principal amount of the Convertible Bonds. SOCAM intends to finance the cash consideration payable under the Offer from a combination of the proceeds to be received by SOCAM from its wholly-owned subsidiary, Brilliance Investments Limited, as a result of the Bond Cancellation, of US$22.50 million (approximately HK$174.38 million), from its own resources and from existing banking facilities available to the SOCAM Group.

— 16 —

Deutsche Bank has confirmed that, assuming the receipt by SOCAM’s wholly-owned subsidiary, Brilliance Investments Limited (or its nominee), of the cash proceeds of US$22.50 million (approximately HK$174.38 million) which Brilliance Investments Limited will become entitled to receive under the Bond Cancellation, taking into account those shareholders who have irrevocably undertaken to SOCAM that they will accept the Share Offer, assuming that none of the holders of the Convertible Bonds will exercise their right to convert such Convertible Bonds into CCP Shares and assuming that there are no further CCP Shares issued after the date of this announcement, the necessary financial resources are available to SOCAM to satisfy approximately £30.07 million (approximately HK$343.12 million) of cash consideration payable under the Offer when fully implemented.

MANAGEMENT

The CCP Board comprises eight members, of whom Mr. Lo Hong Sui, Vincent, the non-executive chairman, and Mr. Wong Yuet Leung, Frankie, non-executive director, are also executive directors of SOCAM. Mr. Lo Hong Sui, Vincent is also the chairman of SOCAM. It is the intention of SOCAM, following the acquisition and the cancellation of the admission to trading of CCP Shares on AIM (as further detailed in the section entitled “Delisting and Compulsory Acquisition”), that the number of non-executive directors on the CCP Board will be reduced.

APPLICABILITY OF THE CITY CODE

Since the securities of CCP are not traded on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man and since CCP is not considered by the Panel to be centrally controlled or managed in the UK, the Channel Islands or the Isle of Man, CCP is not subject to the provisions of the City Code and therefore the Offer will not be regulated by the Panel.

However, the articles of association of CCP provide that if and for so long as CCP shall not be subject to the City Code, the CCP Board shall, where CCP is the subject of an approach, comply with and procure that CCP complies with the provisions of the City Code as if CCP were subject to the City Code , provided always that this obligation is subject to the requirements of the Isle of Man Companies Act 2006 and to the requirement that the CCP Board must be satisfied that the application of the article relating to the application of the City Code is in the best interests of CCP. In addition, under the same article, if the CCP Board recommends to the CCP Shareholders or any class thereof any takeover offer made for ordinary shares of CCP from time to time, the CCP Board is required by its articles to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and execution of the relevant offer mutatis mutandis as though CCP were subject to the City Code.

— 17 —

DISCLOSURE OF INTERESTS IN CCP

At the Last Practicable Date:

(a) SOCAM held, through its wholly-owned subsidiary, Brilliance Investments Limited, 120,588,000 CCP Shares, representing approximately 42.88 per cent. of the existing issued share capital of CCP and US$25.00 million (approximately HK$193.74 million) in the principal amount of the Convertible Bonds representing approximately 14.37 per cent. in principal amount of CCP’s outstanding Convertible Bonds; and
(b) Mr. Anthony Griffiths, an independent non-executive director of SOCAM, held 6,000 CCP Shares, representing approximately 0.002 per cent. of the existing issued share capital of CCP.

At 3 April 2009, Deutsche Bank held 50,000 CCP Shares, representing approximately 0.018 per cent. of the existing issued share capital of CCP.

Save as disclosed in the section entitled “Irrevocable Undertakings and SOCAM’s Existing Share Ownership” and in this section above, neither SOCAM, nor any director of SOCAM, nor, so far as any SOCAM Director is aware (having made all reasonable enquiries), any person acting in concert with SOCAM, is interested in or has any rights to subscribe for any CCP Shares, or securities convertible or exchangeable into CCP Shares, nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including short positions under derivatives, or any arrangement in relation to CCP Shares or such securities.

Save as disclosed below and other than Brilliance Investments Limited, Mr. Anthony Griffiths and Deutsche Bank (but only in so far as Deutsche Bank is acting in any capacity other than as non-exempt fund manager or non-exempt principal trader) whose interests in CCP are set out in this section above, to the best of the knowledge, information and belief of the SOCAM Directors having made all reasonable enquiries, all the CCP Shareholders and their ultimate beneficial owners are at the Last Practicable Date independent of SOCAM and its connected persons (as defined in the HK Listing Rules).

(a) Mr. Li Chi Keung, a director of certain subsidiaries of SOCAM, held 50,000 CCP Shares, representing approximately 0.018 per cent. of the existing issued share capital of CCP, and held 10,000 SOCAM Shares, representing approximately 0.003 per cent. of the existing issued share capital of SOCAM;

— 18 —

(b) Ms. Ng Man Ying, the spouse of Mr. Wong Kun To, a director of certain subsidiaries of SOCAM, held 132,638 CCP Shares, representing approximately 0.047 per cent. of the existing issued share capital of CCP; and
(c) Mrs. Kwan Chan Yin Kwan, Lilian, the spouse of Mr. Kwan Chi Ping, Edgar, a director of certain subsidiaries of SOCAM, held 100,000 CCP Shares representing approximately 0.036 per cent. of the existing issued share capital of CCP.

SETTLEMENT LISTING AND DEALING OF NEW SOCAM SHARES

The New SOCAM Shares to be issued pursuant to the Offer will be ordinary shares of HK$1.00 each in the share capital of SOCAM which will rank pari passu in all respects with the SOCAM Shares in issue at the date of issue of the New SOCAM Shares and will entitle the holders thereof to receive all future dividends and distributions which are declared, made or paid after the date of allotment of the New SOCAM Shares.

An application will be made to the HK Stock Exchange for the listing of, and for permission to deal in, the New SOCAM Shares to be issued pursuant to the Offer.

Approval will also be sought from the SOCAM Shareholders for, amongst other things, the allotment and issue of the New SOCAM Shares under the Offer.

HK LISTING RULES IMPLICATIONS

Major transaction and exempt connected transactions

The acquisition of the CCP Shares by SOCAM pursuant to the Offer, if made, constitutes a major transaction for SOCAM under the HK Listing Rules, and is subject to the applicable announcement and shareholder approval requirements under the HK Listing Rules.

As Mr. Anthony Griffiths, Mr. Li Chi Keung, Ms. Ng Man Ying and Mrs. Kwan Chan Yin Kwan, Lilian, who held CCP Shares as detailed in the paragraph headed “Disclosure of interests in CCP”, are connected persons of SOCAM, the acquisitions of the CCP Shares from each of Mr. Anthony Griffiths, Mr. Li Chi Keung, Ms. Ng Man Ying and Mrs. Kwan Chan Yin Kwan, Lilian by SOCAM pursuant to the Offer, if made, will each constitute a connected transaction for SOCAM under the HK Listing Rules. The applicable percentage ratios for each of such connected transactions fall below the de-minimis threshold under Rule 14A.31(2) of the HK Listing Rules. Accordingly, such connected transactions are exempt from the reporting, announcement and independent shareholders’ approval requirements under the HK Listing Rules.

— 19 —

A further joint announcement will be made by CCP and SOCAM and a circular containing information regarding the Offer, the notice to convene the SOCAM Meeting(s) to approve the Offer and certain other information as required under the HK Listing Rules will be despatched to SOCAM Shareholders, in each case, as soon as practicable after the pre-condition to the making of the Offer, i.e. obtaining the recommendation of the Offer by the CCP Independent Directors, has been satisfied. Mr. Li Chi Keung and Penta group of companies are required to abstain from voting at the SOCAM Meeting. SOCAM Shareholders are reminded that if they hold a material interest in the CCP Shares, they should abstain from voting in the SOCAM Meeting as required under the HK Listing Rules.

The SOCAM Directors consider that the acquisition of CCP Shares pursuant to the Offer is fair and reasonable and is in the interests of the SOCAM Shareholders as a whole.

An announcement on the full terms of the Offer will also released after 7:00 a.m. (London time) on 7 April 2009 in the UK. SOCAM Shareholders can refer to the Offer Announcement published on the London Stock Exchange website, www.londonstockexchange.com , under the name of Shui On Construction and Materials Limited.

SUSPENSION AND RESUMPTION OF TRADING

— 20 —

APPENDIX

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

1. CONDITIONS OF THE OFFER

The Offer is subject to the following conditions:

1.1 Acceptances

Valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the 21st day from the posting of the Offer Document (or such later time(s) and/or date(s) as SOCAM may decide, not being later than midnight (London time) on the 60th day after the posting of the Offer Document (unless CCP consents in writing to an extension beyond such time)) in respect of not less than 90.00 per cent. (or such lower percentage as SOCAM may decide) in nominal value of the CCP Shares to which the Offer relates and not less than 90.00 per cent. (or such lower percentage as SOCAM may decide) of the voting rights carried by the CCP Shares to which the Offer relates. However, this condition will not be satisfied unless SOCAM and/or its related parties shall hold, have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) CCP Shares carrying in aggregate more than 50.00 per cent. of the voting rights then normally exercisable at a general meeting of CCP (including for this purpose any voting rights attaching to any CCP Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise). In this condition:

(a) CCP Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue;
(b) the expression “CCP Shares to which the Offer relates” shall be construed in the same way as the expression “of shares affected” contained in section 160 of the Isle of Man Companies Act 2006; and
(c) valid acceptances shall be deemed to have been received in respect of any CCP Shares which SOCAM shall, pursuant to section 160 of the Isle of Man Companies Act 2006, be treated as having acquired or contracted unconditionally to acquire other than by virtue of acceptances of the Offer.

— 21 —

1.2 Completion of the Bond Cancellation

Payment being made to the Convertible Bondholders (or their respective nominees) upon the cancellation of the Convertible Bonds pursuant to the Bond Cancellation.

1.3 HK Stock Exchange listing approval

1.4 Competition issues

Without limitation to the condition set out in Paragraph 1.5, any applicable waiting periods for a response from the Ministry of Commerce of the PRC having expired or been terminated and/or any anti-trust consent or approval of the Ministry of Commerce of the PRC in connection with the Offer or the completion thereof having been obtained on an unconditional basis by or on behalf of SOCAM and/or CCP pursuant to the provisions of any laws or regulations in the PRC, in each case where necessary for completion of the Offer.

1.5 Regulatory intervention

No relevant authority having, without the consent or agreement of SOCAM, taken, instituted, implemented or threatened any legal proceedings, and there not continuing to be outstanding, any action, proceeding, suit, investigation, enquiry or reference, and no relevant authority having enacted, made or proposed any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything in each case which would reasonably be expected to:

(a) make the Offer, its implementation or the acquisition or proposed acquisition by SOCAM or any member of the Wider SOCAM Group pursuant to the Offer of any shares in, or control or management of, CCP or any member of the Wider CCP Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction;
(b) otherwise directly or indirectly, restrain, restrict, prohibit, delay the same or impose additional material conditions or material obligations with respect to the Offer or such acquisition, or otherwise challenge, impede or interfere with the Offer or such acquisition or require amendment to the terms of the Offer or such acquisition;

— 22 —

(c) require a disposal by any member of the Wider SOCAM Group of any of the shares or other securities in CCP or any member of the Wider CCP Group;
(d) require, prevent or delay a divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider CCP Group, in any such case, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct all or any portion of their respective businesses or to own all or any portion of their respective assets or properties which in any case is material in the context of the Wider CCP Group taken as a whole;
(e) impose any limitation on, or result in a delay in, the ability of any member of the Wider SOCAM Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in any member of the Wider CCP Group or to hold or exercise effectively management control over any member of the Wider CCP Group;
(f) except pursuant to the Offer or section 160 of the Isle of Man Companies Act 2006, and save as Disclosed, require any member of the Wider SOCAM Group or of the Wider CCP Group to acquire, or offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider CCP Group or any asset owned by any third party;
(g) result in any member of the Wider CCP Group or the Wider SOCAM Group ceasing to be able to carry on business under any name under which it presently does so where such cessation would have a material adverse effect on the SOCAM Group or the CCP Group (as the case may be) taken as a whole;
(h) limit the ability of any member of the Wider CCP Group or the Wider SOCAM Group to conduct or integrate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider CCP Group; or
(i) otherwise affect adversely any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider SOCAM Group or any member of the Wider CCP Group in any way, which would be material in the context of the SOCAM Group or the CCP Group, as the case may be, taken as a whole.

and all applicable waiting and other time periods (including any extension of such periods) during which any relevant authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or to take any other step under the laws of any jurisdiction having expired, lapsed or been terminated.

— 23 —

1.6 Filings and authorisations

(a) All notifications, filings and applications, which are necessary or are reasonably considered necessary or appropriate by SOCAM including such notifications, filings and applications as may be required to be submitted to any relevant authorities, having been submitted and all applicable waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated (as appropriate).
(b) All authorisations, determinations, statutory obligations and regulatory obligations which are necessary or are reasonably considered necessary or appropriate by SOCAM in any jurisdiction for or in respect of the Offer or its implementation or the acquisition or the proposed acquisition of any shares in, or control of, CCP or any member of the Wider CCP Group by any member of the Wider SOCAM Group or the carrying on by any member of the Wider CCP Group of its business having been obtained or complied with (as appropriate) on terms and in a form reasonably satisfactory to SOCAM from all relevant authorities or from any persons or bodies with whom any member of the Wider CCP Group has entered into contractual arrangements and all such authorisations and determinations remaining in full force and effect and there being no notice of an intention to revoke, suspend, restrict, modify or not to renew such authorisations and determinations provided that such authorisations and determinations shall not impose any conditions or require the taking or refraining from taking of any action by any member of the Wider SOCAM Group or any member of the Wider CCP Group.

1.7 Consequences of the Offer

Save as Disclosed, there being no provision of any arrangement, agreement, licence, permit, lease, franchise or other instrument to which any member of the Wider CCP Group is a party, or by or to which any such member, or any of its respective assets is or may be bound (which in each case is material to the Wider CCP Group taken as a whole), entitled or be subject or any circumstance which, in each case, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the SOCAM Group of any shares in, or control of, CCP or any other member of the Wider CCP Group or otherwise, would reasonably be expected to result in:

(a) any material amount of monies borrowed by, or any other material indebtedness or liabilities, actual or contingent of, or any material grant available to, any member of the Wider CCP Group being or becoming

— 24 —

repayable, or capable of being declared repayable immediately or earlier than the stated maturity or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being or becoming capable of being withdrawn or inhibited;

(b) the rights, liabilities, obligations, interests or business of any member of the Wider CCP Group under any such arrangement, agreement, licence, permit, lease, franchise or instrument or the interests or business of any member of the Wider CCP Group in or with any other firm or company or body or person (or any agreement or arrangements relating to any such business or interests) being or becoming capable of being terminated or modified or affected in any material respect or any onerous obligation or any liability arising or any adverse action being taken thereunder;
(c) any member of the Wider CCP Group ceasing to be able to carry on business under any name under which it presently does so to an extent which is material to the Wider CCP Group;
(d) any material asset, property or interest of, or any asset the use of which is enjoyed by, any member of the Wider CCP Group being disposed of by or ceasing to be available to any member of the Wider CCP Group or any right arising under which any such asset or interest could be required to be disposed of by or could cease to be available to any member of the Wider CCP Group other than in the ordinary course of business;
(e) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider CCP Group or the Wider SOCAM Group or any such mortgage, charge or other security interest (whether existing or having arisen) becoming enforceable;
(f) the financial or trading position or prospects or the value of any member of the Wider CCP Group being prejudiced or adversely affected in a manner which is material to the CCP Group taken as a whole;
(g) the creation or assumption of any liability (actual, contingent or prospective) by any member of the Wider CCP Group which liability is material in the context of the CCP Group taken as a whole; or
(h) any member of the Wider CCP Group being required to repay or repurchase any shares in and/or indebtedness of any member of the Wider CCP Group owned by any third party,

— 25 —

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, lease, franchise or other instrument, would reasonably be expected to result in any of the events or circumstances which are referred to in Paragraph 1.7(a) to (h).

1.8 No corporate action taken since the Accounting Date

Since the Accounting Date (save as Disclosed) no member of the Wider CCP Group having:

(a) issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury (other than as between CCP and wholly-owned subsidiaries of CCP before the date of this announcement);
(b) recommended, declared, paid or made or proposed to recommend, declare, pay or make dividend, bonus issue or other distribution whether payable in cash or otherwise (other than the Final Dividend and other than to CCP or one of its wholly-owned subsidiaries);
(c) (save for transactions between members of the CCP Group) made or authorised any change in its loan capital;
(d) (save for transactions between members of the CCP Group) effected or implemented any merger or demerger or acquired, disposed of, transferred, mortgaged, charged or granted security over any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so;
(e) (save for transactions between members of the CCP Group or transactions carried out by members of the CCP Group in the ordinary course of business) issued, authorised or proposed the issue of or made any material change in or to any debentures or incurred or increased any indebtedness or become subject to any liability (actual or contingent) which is of an aggregate amount which would reasonably be expected to materially and adversely affect the Wider CCP Group taken as a whole;

— 26 —

(f) entered into or varied or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) other than in the ordinary course of business or which is or could restrict the business of any member of the Wider CCP Group or the Wider SOCAM Group;
(g) entered into or varied or made any offer (which remains open for acceptance) to enter into or change the terms of any contract, service agreement or arrangement with any director or senior executive of any member of the Wider CCP Group;
(h) entered into, implemented, effected or authorised, proposed or announced its intention to enter into, implement, effect, authorise or propose any reconstruction, amalgamation, commitment, scheme or other transaction or arrangement in respect of itself or another member of the Wider CCP Group or the Wider SOCAM Group;
(i) purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities (or the equivalent) or reduced or made any other change to any part of its share capital;
(j) waived or compromised any claim other than in the ordinary course of business;
(k) made any alteration to its memorandum or articles of association or other constitutional documents (save for any amendments reasonably required (in the reasonable opinion of CCP based on legal advice) for the purpose of implementing any undertaking between SOCAM and CCP regarding the application of the City Code);
(l) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, administrative receiver, trustee or similar officer or other encumbrancer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;
(m) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

— 27 —

(n) made or agreed or consented to:
(i) any significant change to:
- (A) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants;
- (B) the benefits which accrue or to the pensions which are payable under such pension scheme(s);
- (C) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined;
- (D) the basis upon which the liabilities (including pensions) of such pension scheme(s) are funded or made; or
(ii) any change to the trustees including the appointment of a trust corporation but excluding any appointment of a member nominated trustee in accordance with existing nomination arrangements or one company appointment to fill a trustee vacancy;
(o) terminated or varied the terms of any agreement or arrangement between any member of the Wider CCP Group and any other person which is material in the context of the Wider CCP Group taken as a whole;
(p) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other material benefit relating to the employment or termination of employment of any person employed by the Wider CCP Group in a manner which is material in the context of the Wider CCP Group;
(q) save for transactions between members of the CCP Group, granted any material lease in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property; or
(r) entered into any contract, commitment, agreement or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced any intention to effect, any of the transactions, matters or events referred to in this Paragraph 1.8.

— 28 —

1.9 Other events since the Accounting Date

Since the Accounting Date (save as Disclosed):

(a) there having been no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of any member of the Wider CCP Group which is in any case material in the context of the Wider CCP Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider CCP Group is or is likely to become a party (whether as plaintiff or claimant or defendant or otherwise) and which is material in the context of the Wider CCP Group taken as a whole having been threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Wider CCP Group;
(c) no enquiry or investigation by, or complaint or reference to, any relevant authority having been threatened, announced, implemented or instituted or remaining outstanding, against or in respect of any member of the Wider CCP Group which is in any case material in the context of the CCP Group taken as a whole;
(d) no actual, contingent or other liability having arisen which would be likely to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider CCP Group which is in any case material in the context of the CCP Group taken as a whole; or
(e) no material claim being made, and no circumstance having arisen which is likely to lead to a material claim being made under the insurance of any member of the Wider CCP Group.

1.10 CCP information issues

SOCAM not having discovered:

(a) that any financial, business or other information concerning the Wider CCP Group publicly disclosed or disclosed in writing to any member of the Wider SOCAM Group or its advisers at any time by or on behalf of any member of the Wider CCP Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained in such disclosure not misleading and in each such case the matter concerned being material in the context of the Wider CCP Group taken as a whole;

— 29 —

(b) that (save as Disclosed) any member of the Wider CCP Group is subject to any liability, (whether actual, contingent or prospective) which is outside the ordinary course of business and in each such case the matter concerned being material in the context of the Wider CCP Group taken as a whole; or
(c) any information (save as Disclosed) which affects the import of any information disclosed in writing at any time by or on behalf of the Wider CCP Group to the extent that such discovered information is material in the context of the Wider CCP Group taken as a whole.

1.11 SOCAM information issues

CCP not having discovered:

(a) that any financial, business or other information concerning the Wider SOCAM Group publicly disclosed or disclosed in writing to any member of the Wider CCP Group or its advisers at any time by or on behalf of any member of the Wider SOCAM Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained in such disclosure not misleading and in each such case the matter concerned being material in the context of the Wider SOCAM Group taken as a whole;
(b) that (save as publicly disclosed by SOCAM or disclosed in writing by or on behalf of SOCAM to CCP before this announcement) any member of the Wider SOCAM Group is subject to any liability (whether actual, contingent or prospective) which is outside the ordinary course of business and in each such case the matter concerned being material in the context of the Wider SOCAM Group taken as a whole; or
(c) any information (save as publicly disclosed by SOCAM or disclosed in writing by or on behalf of SOCAM to CCP before this announcement) which affects the import of any information disclosed at any time by or on behalf of the Wider SOCAM Group to the extent that such discovered information is material in the context of the Wider SOCAM Group taken as a whole.

1.12 Environmental issues

SOCAM not having discovered that (save as Disclosed):

(a) any past or present member of the Wider CCP Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, presence, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or

— 30 —

any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health, safety or welfare of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation, consent or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider CCP Group which in any case is material in the context of the Wider CCP Group taken as a whole;

(b) there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate, improve or clean up any property (whether real or personal) now or previously owned, occupied or made use of by any past or present member of the Wider CCP Group or any waters under any environmental legislation, consent, regulation, notice, circular, order or other lawful requirement of any relevant authority or otherwise which in any case is material in the context of the Wider CCP Group taken as a whole; or
(c) circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider CCP Group which is material in the context of the Wider CCP Group taken as a whole.

1.13 SOCAM Shareholders’ approval

The passing at the SOCAM Meeting(s) (or at any adjournment of such meeting(s)) of such resolutions as may be necessary as required under the HK Listing Rules or other applicable laws and regulations in order to approve, implement, and effect the Offer and the acquisition of the CCP Shares pursuant to the Offer.

2. INVOKING CONDITIONS

SOCAM may not invoke or waive condition 1.11 ( SOCAM information issues ). Save for the conditions set out in the following paragraphs (which SOCAM may unilaterally invoke, subject to and in accordance with their respective terms), namely, Paragraphs 1.1 ( Acceptances ), 1.2 ( Completion of the Bond Cancellation ), 1.3 ( HK Stock Exchange listing approval ), and 1.13 ( SOCAM Shareholders’ approval )), SOCAM shall not invoke any of the other conditions

— 31 —

except with CCP’s prior written consent, so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are determined by both SOCAM and CCP to be of material significance to SOCAM in the context of the Offer.

CCP shall not invoke the condition set out in paragraph 1.11 ( SOCAM information issues ) so as to cause the Offer not to proceed, to lapse or be withdrawn unless the circumstances which give rise to the right to invoke the relevant condition are determined by both CCP and SOCAM to be of material significance to CCP Shareholders in the context of the Offer. Where CCP does invoke such condition in accordance with the foregoing requirement, the Offer shall lapse forthwith.

3. RIGHT TO WAIVE CONDITIONS

SOCAM reserves the right (but shall be under no obligation) to waive all or any of the conditions set out in Paragraph 1, in whole or in part except for the conditions set out in Paragraphs 1.1 ( Acceptances ), 1.2 ( Completion of the Bond Cancellation ), 1.3 ( HK Stock Exchange listing approval ) and 1.13 ( SOCAM Shareholders’ approval ), provided that SOCAM shall not waive (in whole or in part) the condition set out in Paragraph 1.4 ( Competition issues ) unless the circumstances in respect of which SOCAM wishes to waive such condition are determined by both SOCAM and CCP not to be of material significance to either SOCAM or CCP in the context of the Offer.

CCP reserves the right (but shall be under no obligation) to waive the condition set out in paragraph 1.11 ( SOCAM information issues ) in whole or in part.

4. OFFER LAPSING

The Offer will lapse if it (or any matter arising from the Offer) is referred to the Competition Commission before the later of the 21st day from the posting of the Offer Document and the date on which the Offer becomes or is declared unconditional as to acceptances.

The Offer will lapse unless all the conditions other than the condition set out in Paragraph 1.1 have been fulfilled or (if capable of being waived) waived or, where appropriate, have been determined by SOCAM to be or remain satisfied by no later than midnight (London time) on the 21st day after the later of the 21st day from the posting of the Offer Document and the date on which the condition set out in Paragraph 1.1 is fulfilled (or in each case such later date as SOCAM may, with the prior written consent of CCP, decide). SOCAM shall be under no obligation to waive (if capable of waiver) or determine to be or remain satisfied

— 32 —

or to treat as fulfilled any of the conditions set out in Paragraphs 1.2 to 1.10 and Paragraphs 1.12 and 1.13 inclusive (and CCP shall be under no such obligation in respect of the condition set out in Paragraph 1.11), in each case, by a date earlier than the latest date specified above for the fulfilment of such conditions notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and SOCAM will cease to be bound by their acceptances submitted on or before the time when the Offer lapse.

5. CCP SHARES

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the following meanings:

Accounting Date 31 December 2008 AIM AIM, a market operated by the London Stock Exchange AIM Rules the AIM Rules for Companies as published by the London Stock Exchange from time to time associates has the meaning ascribed to it under the HK Listing Rules Bondholder Meeting a meeting of the Convertible Bondholders to consider and, if thought fit, to approve the Bond Cancellation

— 33 —

Bond Cancellation

the proposed cancellation by CCP of all the outstanding Convertible Bonds to be effected by way of amendments to the Trust Deed, in accordance with the terms of the Trust Deed, pursuant to which (subject to satisfaction of certain conditions including the Offer being made and it becoming or being declared wholly unconditional (save for any condition of the Offer which requires payment to the Convertible Bondholders or their respective nominees to have been made pursuant to the proposed cancellation)) the Convertible Bondholders will receive from CCP a cash payment in US dollars which represents 90.00 per cent. of the principal amount of their Convertible Bonds in consideration for the early cancellation of their Convertible Bonds

business day

a day not being Saturday or Sunday when banks generally are open in the City of London and Hong Kong for the transaction of general business

CCP

China Central Properties Limited, a company incorporated in the Isle of Man with limited liability (registered number 000480V) and whose shares are admitted to trading on AIM
CCP Board the board of directors of CCP
CCP Group CCP and its subsidiary undertakings
CCP Independent the directors of CCP who are independent in relation to Directors the Offer
CCP Shareholders the holders of CCP Shares

CCP Shares

means:
(a) the existing unconditionally allotted or issued and fully paid ordinary shares of 1.00 pence each in the capital of CCP; and
(b) any further shares of 1.00 pence each in the capital of CCP which are unconditionally allotted or issued and fully paid before the Offer closes or lapses

City Code

The UK’s City Code on Takeovers and Mergers

— 34 —

Closing Price

the closing middle market quotation as derived from the Daily Official List for the CCP Shares and the daily closing price as derived from the daily quotation sheets of the HK Stock Exchange for the SOCAM Shares
Competition the body known as the “Competition Commission” as Commission referred to in section 45 of the Competition Act 1998 of the UK
connected person(s) has the meaning ascribed to it under the HK Listing Rules
Convertible Bonds the 2.00 per cent. convertible bonds issued by CCP on 13 June 2007 and due on 13 June 2012
Convertible Bondholders
the holders of the Convertible Bonds
Daily Official List the daily official list of the London Stock Exchange Deutsche Bank Deutsche Bank AG and any of its affiliates Disclosed (a) disclosed in CCP’s annual and accounts
(a) disclosed in CCP’s annual reports and accounts for firstly the period from 9 February 2007 (being the date of incorporation of CCP) to 31 December 2007 and secondly the financial year ended 31 December 2008; or (b) fairly disclosed to SOCAM or its advisers before the date of the Offer Announcement; or (c) publicly announced to a Regulatory Information Service by or on behalf of CCP prior to the date of the Offer Announcement
Final Dividend The final dividend of 0.50 pence per CCP Share announced by CCP in respect of the year ended 31 December 2008 and payable on 6 May 2009 to CCP Shareholders on the register of members on 17 April 2009
Form of Acceptance the form of acceptance and authority relating to the Offer which will accompany the Offer Document

FTSE AIM All Share Index

The Financial Times - Stock Exchange AIM (Alternative Investment Market) All Share Index, a capitalisation-weighted index of emerging and smaller companies traded on the London Stock Exchange

— 35 —

HK Listing Rules

the Rules Governing the Listing of Securities on the HK Stock Exchange
HK Stock Exchange The Stock Exchange of Hong Kong Limited Hong Kong the Hong Kong Special Administrative Region of the PRC
Last Practicable Date
6 April 2009, being the last practicable date prior to the release of this announcement
London Stock Exchange

London Stock Exchange plc

Mixed Offer 0.47432 New SOCAM Shares and 27.50 pence in cash for each CCP Share
New SOCAM Shares
the SOCAM Shares proposed to be issued and credited as fully paid pursuant to the Offer

Offer

the Share Offer and the Mixed Offer which are, subject to fulfilment of the pre-condition set out in this announcement, to be made by SOCAM to acquire the entire issued share capital of CCP not already owned by the SOCAM Group on the terms and subject to the conditions to be set out or referred to in the Offer Document and, in relation to any CCP Shares in certificated form, the Form of Acceptance (including where the context admits, any subsequent revisions, variations, extensions or renewals thereof)

Offer Announcement

the announcement on the full terms of the Offer released by SOCAM in the United Kingdom on the same date as this announcement

Offer Document

the document to be sent to CCP Shareholders in order to make the Offer and containing, inter alia, the terms and conditions of the Offer
Panel the UK’s Panel on Takeovers and Mergers

Penta

Penta Investment Advisers Limited
PRC
the People’s Republic of China (for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan)

— 36 —

Reference Date 11 March 2009, being the last business day prior to the announcement by the CCP Board that it had received an approach which may or may not result in an offer being made for CCP relevant authority any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national or supranational antitrust or merger control authority) court, tribunal, stock exchange, trade agency, professional association or institution, environmental body or any other person or body whatsoever in any jurisdiction SAM SOCAM Asset Management Limited, a wholly-owned subsidiary of SOCAM Share Offer 0.94864 New SOCAM Shares for each CCP Share SOCAM Shui On Construction and Materials Limited, a company incorporated in Bermuda with limited liability and whose shares are listed for trading on the Main Board of the HK Stock Exchange (stock code: 983) SOCAM Director(s) the director(s) of SOCAM at the date of this announcement SOCAM Group SOCAM and its subsidiary undertakings SOCAM Meeting(s) any special general meeting(s) of holders of SOCAM Shares to be held on one or more dates which have yet to be determined for the purpose of approving the acquisition of the CCP Shares pursuant to the Offer SOCAM Shares ordinary shares of HK$1.00 each in the share capital of SOCAM SOCAM Shareholders the holders of SOCAM Shares substantial has the meaning ascribed to it under the HK Listing shareholder(s) Rules Trust Deed the trust deed dated 13 June 2007 constituting the Convertible Bonds

— 37 —

UK or United the United Kingdom of Great Britain and Northern Kingdom Ireland

US or United States the United States of America, its territories and possessions, any State of the United States and the District of Columbia

Wider CCP Group

CCP and its subsidiary undertakings and associated undertakings and any other undertaking or partnership, company or joint venture in which CCP and/or such subsidiary or associated undertakings (aggregating their interests) have a substantial interest

Wider SOCAM Group

SOCAM and its subsidiary undertakings and associated undertakings and any other undertaking or partnership, company or joint venture in which SOCAM and/or such subsidiary or associated undertakings (aggregating their interests) have a substantial interest
”£” or “pence”
”£” or “pence” the lawful currency of the United Kingdom HK$ the lawful currency of Hong Kong US$ the lawful currency of the United States

In this announcement:

(a) ”subsidiary” , “ subsidiary undertaking ”, “ associated undertaking ” and “ undertaking ” have the meanings given by the Companies Act 2006 of the UK (but for these purposes ignoring paragraph 19(1)(b) of Schedule 6 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008) and “ substantial interest ” means a direct or indirect interest in 20.00 per cent. or more of the equity capital of an undertaking;
(b) the value of the whole of the issued share capital of CCP is based upon 281,193,011 CCP Shares (being the number of existing issued shares of CCP as at the Last Practicable Date);
(c) unless otherwise stated, all historical prices of CCP Shares have been derived from the Daily Official List; and
(d) the conversions of UK pound sterling and US dollars into Hong Kong dollars have been made at a rate of UK£1 to HK$11.4118, and US$1.00 to HK$7.7501 respectively, save that:
the CCP consolidated net profit before and after tax and extraordinary items for the period ended 31 December 2007 have been converted using an assumed exchange rate of HK$7.8020 to US$1 (being the average HK$/US$ exchange rate in 2007 derived from Bloomberg);

— 38 —

the CCP consolidated net profit before and after tax and extraordinary items for the year ended 31 December 2008 has been converted using an assumed exchange rate of HK$7.7862 to US$1 (being the average HK$/US$ exchange rate in 2008 derived from Bloomberg);
the CCP consolidated net asset value at 31 December 2008 has been converted using an assumed exchange rate of HK$7.7494 to US$1 (being the HK$/US$ exchange rate at 31 December 2008 derived from Bloomberg); and
the principal amount of the Convertible Bonds held by Brilliance Investments Limited has been converted using an assumed exchange rate of HK$7.7494 to US$1 (being the HK$/US$ exchange rate at 31 December 2008 derived from Bloomberg).

The above conversions are for reference only and should not be construed as representations that the UK pound sterling or the US dollar amount could be converted into Hong Kong dollars at that or any other rate

By order of the Board Shui On Construction and Materials Limited Lo Hong Sui, Vincent Chairman

Hong Kong, 7 April 2009

At the date of this announcement, the executive directors of SOCAM are Mr. Lo Hong Sui, Vincent, Mr. Choi Yuk Keung, Lawrence, Mr. Wong Yuet Leung, Frankie, Ms. Lau Jeny and Mrs. Lowe Hoh Wai Wan, Vivien; the non-executive director of SOCAM is Professor Michael Enright; and the independent non-executive directors of SOCAM are Mr. Anthony Griffiths, Mr. Gerrit de Nys and Ms. Li Hoi Lun, Helen.

For identification purpose only

— 39 —

AI assistant

Long Investment Corp — M&A Activity 2009

50512_rns_2009-04-07_a886e3b3-8f28-4488-bd32-e9f479b734af.pdf

(Stock Code: 983)

MAJOR TRANSACTION

PROPOSED PRE-CONDITIONAL OFFER BY SHUI ON CONSTRUCTION AND MATERIALS LIMITED TO ACQUIRE ALL OF THE ISSUED SHARES OF CHINA CENTRAL PROPERTIES LIMITED

NOT ALREADY OWNED BY SHUI ON CONSTRUCTION AND MATERIALS LIMITED AND ITS SUBSIDIARIES

AND

RESUMPTION OF TRADING

Existing Share Ownership and Irrevocable Undertakings

Bond Cancellation

THE OFFER

1. Summary of the Offer

or

0.47432 New SOCAM Shares and 27.50 pence in cash under the Mixed Offer

2. Pre-condition to the Offer

3. Conditions to the Offer

3.1 Acceptances

3.2 Completion of the Bond Cancellation

3.3 Hong Kong listing approval

3.4 Competition issues

3.5 SOCAM Shareholders’ approval

IRREVOCABLE UNDERTAKINGS AND SOCAM’S EXISTING SHARE OWNERSHIP

CCP Shareholders:

Convertible Bondholders:

THE BOND CANCELLATION

DELISTING AND COMPULSORY ACQUISITION

OTHERS

BACKGROUND TO AND REASONS FOR THE OFFER

INFORMATION ON SOCAM

INFORMATION ON CCP

FINANCING THE OFFER

MANAGEMENT

APPLICABILITY OF THE CITY CODE

DISCLOSURE OF INTERESTS IN CCP

SETTLEMENT LISTING AND DEALING OF NEW SOCAM SHARES

HK LISTING RULES IMPLICATIONS

SUSPENSION AND RESUMPTION OF TRADING

APPENDIX

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

1. CONDITIONS OF THE OFFER

1.1 Acceptances

1.2 Completion of the Bond Cancellation

1.3 HK Stock Exchange listing approval

1.4 Competition issues

1.5 Regulatory intervention

1.6 Filings and authorisations

1.7 Consequences of the Offer

1.8 No corporate action taken since the Accounting Date

1.9 Other events since the Accounting Date

1.10 CCP information issues

1.11 SOCAM information issues

1.12 Environmental issues

1.13 SOCAM Shareholders’ approval

2. INVOKING CONDITIONS

3. RIGHT TO WAIVE CONDITIONS

4. OFFER LAPSING

5. CCP SHARES

DEFINITIONS

Bond Cancellation

business day

CCP

CCP Shares

City Code

Closing Price

HK Listing Rules

Offer Announcement

Offer Document

Wider SOCAM Group

By order of the Board Shui On Construction and Materials Limited Lo Hong Sui, Vincent Chairman

Hong Kong, 7 April 2009

More from Long Investment Corp

Long Investment Corp M&A Activity 2009