Long Investment Corp — Proxy Solicitation & Information Statement 2012

Nov 1, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in SOCAM Development Limited, you should at once hand this circular and the enclosed form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or the 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.

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瑞安建業有限公司[*] SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

CONNECTED TRANSACTIONS

JOINT VENTURE ARRANGEMENT IN RELATION TO WUQING PROJECT

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

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A letter from the Board is set out on pages 5 to 11 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 12 and 13 of this circular. A letter from Investec, the Independent Financial Adviser, containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 23 of this circular.

A notice convening the special general meeting to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Wednesday, 21 November 2012 at 10:00 a.m. is set out on pages 30 and 31 of this circular. A form of proxy for the meeting is enclosed. Whether or not you are able to attend the meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof (as the case may be), should you so wish.

* For identification purpose only

Hong Kong, 2 November 2012

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

— i —

DEFINITIONS

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

• “All Benefit” All Benefit Limited, a limited liability company incorporated in Hong Kong, which holds the entire equity interest in Tianjin Full Impact

• “associate(s)”, each has the meaning ascribed to it under the Listing Rules “connected persons”, “subsidiary(ies)”,

• “substantial shareholder”

“Best Surpass” Best Surpass Limited, a limited liability company incorporated in the British Virgin Islands, which holds the entire issued share capital of Full Impact and All Benefit

“Best Surpass Group” collectively, Best Surpass, Full Impact, All Benefit, Jaloni, Tianjin Full Impact and the Wuqing Project Company

“Board” the board of Directors “Company” SOCAM Development Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the main board of the Stock Exchange (stock code: 983)

“Directors” the directors of the Company

“Full Impact” Full Impact Limited, a limited liability company incorporated in Hong Kong, which holds the entire equity interest in Jaloni

“Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board Committee” the committee of the Board comprising Mr. Gerrit Jan de Nys, Ms. Li Hoi Lun, Helen, Mr. Chan Kay Cheung and Mr. Tsang Kwok Tai, Moses, being independent non-executive Directors, formed to advise the Independent Shareholders on whether the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are normal commercial terms and are fair and reasonable

— 1 —

DEFINITIONS

“Independent Shareholders” Shareholders other than Penta and its associates “Investec” or “Independent Investec Capital Asia Limited, a corporation licensed to Financial Adviser” conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, which is the independent financial adviser to the Independent Board Committee in relation to the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed

“Jaloni” Jaloni (Tianjin) International Trade Co., Ltd. (嘉洛尼 （天津）國際貿易有限公司), a limited liability company established in the PRC, which holds 60% of the entire paid-up capital of the Wuqing Project Company “Joint Venture Arrangement” the establishment of Silver Reach as a joint venture between Wealth Frame and Needham pursuant to the terms of the Shareholders Deed for the purpose of undertaking the Wuqing Project “JV Group” collectively, Silver Reach and the Best Surpass Group “Latest Practicable Date” 30 October 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Master Agreement” the agreement entered into on 21 September 2012 between Silver Reach, Fancy Noble Limited, 天津英虞商貿有限公司 (Tianjin Ying Yu Commercial Trade Co. Ltd.*), Main Surplus Limited and Talent Act Limited as set out in the announcement of the Company dated 21 September 2012 “Needham” Needham Fortune Ltd., a limited liability company incorporated in the British Virgin Islands, which is a direct wholly-owned subsidiary of PGR and an associate of Penta “Penta” Penta Investment Advisers Limited, a limited liability company incorporated in the British Virgin Islands, which is a substantial shareholder of the Company

— 2 —

DEFINITIONS

“PGR”	PGR Asian Real Estate Fund, L.P., a limited partnership
	formed under the laws of the British Virgin Islands, which is
	an associate of Penta
“PRC”	the People’s Republic of China (excluding, for the purpose of
	this circular, Hong Kong, the Macao Special Administrative
	Region of the PRC and Taiwan)
“Resolution”	the ordinary resolution to be proposed at the SGM as set out
	in the notice of SGM on pages 30 and 31 of this circular
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“SGM”	the special general meeting of the Company to be held for
	considering and, if appropriate, approving the Shareholders
	Deed and the transactions contemplated thereunder, including
	the Joint Venture Arrangement
“Shareholder(s)”	holder(s) of ordinary shares of HK$1.00 each in the capital of
	the Company
“Shareholders Deed”	the shareholders deed entered into on 16 October 2012
	between Wealth Frame, the Company, PGR, Needham and
	Silver Reach in respect of the Joint Venture Arrangement
“Silver Reach”	Silver Reach Limited, a limited liability company
	incorporated in the British Virgin Islands, which is an indirect
	wholly-owned subsidiary of the Company prior to completion
	of the Shareholders Deed
“Silver Reach Shares”	ordinary shares of US$1.00 each in the capital of Silver Reach
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Tianjin Full Impact”	Tianjin Full Impact Trade Co., Ltd. (天津滿致商貿有限公司),
	a limited liability company established in the PRC, which
	holds 40% of the entire paid-up capital of the Wuqing Project
	Company

— 3 —

DEFINITIONS

“Wealth Frame” Wealth Frame Limited, a limited liability company incorporated in the British Virgin Islands, which is a direct wholly-owned subsidiary of the Company “Wuqing Project” a plot of land identified as “Lot 2011-280” located at the Wuqing District of Tianjin, the PRC with a total site area of approximately 79,991 square meters to be developed into a residential development project “Wuqing Project Company” 悅軒（天津）置業投資有限公司 (Yuexuan (Tianjin) Property Development and Investment Company Limited*), a limited liability company established in the PRC “%” per cent

For the purpose of this circular and for illustrative purpose only, RMB is converted into HK$ at the rate of RMB1 : HK$1.223. No representation is made that any amounts in RMB have been or could be converted at the above rate or at any other rates.

• For identification purpose only

— 4 —

LETTER FROM THE BOARD

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瑞安建業有限公司[*]

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

Executive Directors: Mr. Lo Hong Sui, Vincent Mr. Choi Yuk Keung, Lawrence Mr. Wong Kun To, Philip Mr. Wong Fook Lam, Raymond

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director:

Mr. Wong Yuet Leung, Frankie

Independent Non-executive Directors:

Mr. Gerrit Jan de Nys Ms. Li Hoi Lun, Helen Mr. Chan Kay Cheung Mr. Tsang Kwok Tai, Moses

Head Office and Principal Place of Business in Hong Kong: 34th Floor Shui On Centre 6-8 Harbour Road Hong Kong

2 November 2012

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

JOINT VENTURE ARRANGEMENT IN RELATION TO WUQING PROJECT

INTRODUCTION

References are made to (i) the announcement of the Company dated 21 September 2012 in relation to the acquisition and/or assumption by Silver Reach (an indirect wholly-owned subsidiary of the Company prior to completion of the Shareholders Deed) of shareholding interest in and certain existing loans of Best Surpass, the principal assets of which are the investments in the Wuqing Project,

* For identification purpose only

— 5 —

LETTER FROM THE BOARD

pursuant to the Master Agreement; and (ii) the announcement of the Company dated 16 October 2012 in relation to the Joint Venture Arrangement for the purpose of undertaking the Wuqing Project. It is a condition to the completion of the Master Agreement that the Company shall find a co-investor to invest in the Wuqing Project.

On 16 October 2012, the Board announced that Wealth Frame (a direct wholly-owned subsidiary of the Company) has entered into the Shareholders Deed with, amongst others, PGR and Needham in respect of the Joint Venture Arrangement.

The Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed will constitute connected transactions of the Company and are subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The purpose of this circular is to provide you, amongst other things, with (i) further particulars of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the advice and recommendation of the Independent Financial Adviser, Investec, to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the SGM.

SHAREHOLDERS DEED

Date

16 October 2012

Parties

• (1) Wealth Frame, a direct wholly-owned subsidiary of the Company, which owns 647 Silver Reach Shares, representing the entire issued share capital of Silver Reach prior to completion of the Shareholders Deed;

• (2) the Company, as guarantor for the performance of Wealth Frame’s obligations;

• (3) Needham, a direct wholly-owned subsidiary of PGR and an associate of Penta, as subscriber of 353 Silver Reach Shares and a co-investor of Wealth Frame in Silver Reach;

• (4) PGR, an associate of Penta, as guarantor for the performance of Needham’s obligations; and

• (5) Silver Reach.

Condition

The Shareholders Deed is conditional upon obtaining the approval of the Independent Shareholders before 25 November 2012. You are reminded to exercise caution when dealing in the shares of the Company .

— 6 —

LETTER FROM THE BOARD

Subject matter

Completion of the Shareholders Deed will take place immediately following the fulfilment of the condition set out above. Upon completion,

• (i) Needham will subscribe at par value in cash for, and Silver Reach will issue to Needham, 353 Silver Reach Shares, representing 35.3% of the enlarged issued share capital of Silver Reach;

• (ii) Wealth Frame will provide and procure shareholder loans to Silver Reach and the Wuqing Project Company in a sum of approximately HK$8.6 million and RMB45.0 million (representing approximately HK$55.0 million); and

• (iii) Needham will provide and procure shareholder loans to Silver Reach and the Wuqing Project Company in a sum of approximately HK$4.7 million and RMB24.5 million (representing approximately HK$30.0 million).

In accordance with the payment schedule as set out in the Shareholders Deed, subsequent to the completion of the Shareholders Deed, Wealth Frame will provide and procure additional shareholder loans of approximately HK$10.9 million and RMB102.6 million (representing approximately HK$125.4 million) to Silver Reach and the Wuqing Project Company and Needham will provide and procure additional shareholder loans of approximately HK$5.9 million and RMB56.0 million (representing approximately HK$68.5 million) to Silver Reach and the Wuqing Project Company.

The aforesaid shareholder loans to be made or procured by Wealth Frame and Needham are calculated in proportion to their shareholding interests in Silver Reach under the Joint Venture Arrangement based on (i) all the payments in relation to the acquisition and/or assumption of 85% shareholding interest in and certain existing loans of Best Surpass (to be paid by Silver Reach under the Master Agreement), amounting to approximately RMB221.7 million (representing approximately HK$271.1 million) in total; and (ii) the estimated initial working capital of Silver Reach and the Wuqing Project, amounting to approximately RMB31.0 million (representing approximately HK$37.9 million). These shareholder loans will be provided on an unsecured and interest-free basis.

The Group intends to finance its portion of the shareholder loans as contemplated under the Shareholders Deed from its internal resources and banking facilities available to the Group.

Subject to the terms and conditions as stipulated in the Master Agreement, Silver Reach may either at its own discretion or upon request acquire and/or assume the remaining 15% shareholding interest in and certain existing loans of Best Surpass, the maximum consideration for which, to the best estimation of the Company at the Latest Practicable Date, would amount to approximately HK$47.0 million. In such event, Silver Reach will require further funding which may be satisfied by way of third party loans and/or additional shareholder loans to be made or procured by Wealth Frame and Needham in proportion to their shareholding interests in Silver Reach under the Joint Venture Arrangement.

— 7 —

LETTER FROM THE BOARD

Board representation

The board of Silver Reach will initially have three directors upon completion of the Shareholders Deed. Wealth Frame will have the right to nominate two directors and Needham will have the right to nominate one director. The board of each company of Best Surpass Group will have five directors, amongst which four directors are to be nominated by Silver Reach pursuant to the Master Agreement. Wealth Frame and Needham will initially have the right to nominate three directors and one director respectively to the boards of these companies upon completion of the Master Agreement. The chairman of the board of each company of the JV Group shall be a director designated by Wealth Frame and shall have a casting vote in case of equality of votes on matters other than those required to be unanimously agreed by all shareholders of Silver Reach.

First right of refusal and co-sale right

Any transfer of Silver Reach Shares by any shareholder to a third party shall be subject to the right of first refusal and the co-sale right of the other shareholder as provided in the Shareholders Deed.

Put options

At any time after the earlier of (i) the completion of the sale by the Wuqing Project Company of more than 95% of the above-the-ground saleable residential area of the Wuqing Project; and (ii) the end of five years from the date of the Shareholders Deed provided that at such time the Wuqing Project Company has completed the sale of more than 70% of the above-the-ground saleable residential area of the Wuqing Project, each of Wealth Frame and Needham shall have the option to require the other to purchase all of its shares in and shareholder loans owing to it by Silver Reach at fair market value. If both Wealth Frame and Needham exercise these options, only the exercise of the option by Needham shall be valid.

The exercise of the above option by Wealth Frame or Needham will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and may be subject to the approval of the Independent Shareholders, if required under the Listing Rules. The Company will comply with the applicable requirements of the Listing Rules and make further disclosure in this respect if and when appropriate.

REASONS FOR AND BENEFITS OF THE JOINT VENTURE ARRANGEMENT

It is a condition to the completion of the Master Agreement that the Company shall find a co-investor to invest in the Wuqing Project. The Joint Venture Arrangement represents an opportunity for the Group to invite a long-term strategic partner to co-invest in this property development project.

— 8 —

LETTER FROM THE BOARD

The terms of the Shareholders Deed were determined based on arm’s length negotiations between the parties taking into account, but not limited to, (i) all the payments in relation to the acquisition and/or assumption of shareholding interest in and certain existing loans of Best Surpass (to be paid by Silver Reach under the Master Agreement); and (ii) the estimated initial working capital of Silver Reach and the Wuqing Project.

Having considered the above, the Directors (including the independent non-executive Directors) consider the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

None of the Directors has a material interest in the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed and therefore none of them abstained from voting on the resolutions passed by the Board in relation to such transactions.

LISTING RULES IMPLICATION

Penta is a substantial shareholder of the Company, and PGR and Needham are associates of Penta. In addition, PGR is a substantial shareholder of a joint venture formed by the Group with several partners for investment in a property project in Beijing, which is a 52.5%-owned subsidiary of the Company under the Listing Rules. Therefore, both PGR and Needham are connected persons of the Company. Accordingly, the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed will constitute connected transactions of the Company. As one of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Group’s financial commitment under the Shareholders Deed exceeds 5%, the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Penta, at the Latest Practicable Date, was interested in approximately 18.64% of the issued shares carrying the right to vote at general meetings of the Company. In view of the interest of PGR and Needham (which are both associates of Penta) in the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed, Penta and its associates (including PGR and Needham) will abstain from voting in respect of their shareholdings in the Company at the SGM in this regard.

To the best knowledge, information and belief of the Directors, other than Penta and its associates (including PGR and Needham), no other Shareholder has a material interest in the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed and thus no other Shareholder will be required to abstain from voting on the Resolution at the SGM.

— 9 —

LETTER FROM THE BOARD

GENERAL INFORMATION

The Group principally engages in property development and investment, asset management, construction and investment in cement operations in Hong Kong and the PRC.

As far as the Company is aware after making reasonable enquiries, PGR is an investment fund focusing primarily on Chinese real estate investments and Needham is an investment holding company.

Silver Reach is an indirect wholly-owned subsidiary of the Company prior to completion of the Shareholders Deed. Upon completion of the Shareholders Deed, Silver Reach will be accounted for as a 64.7%-jointly controlled entity of the Company. It entered into the Master Agreement on 21 September 2012 in relation to the acquisition and/or assumption of shareholding interest in and certain existing loans of Best Surpass, the principal assets of which are the investments in the Wuqing Project. Details of the transactions contemplated under the Master Agreement are set out in the announcement of the Company dated 21 September 2012.

SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Wednesday, 21 November 2012 at 10:00 a.m. is set out on pages 30 and 31 of this circular. At the SGM, the Resolution will be proposed to, amongst other things, approve the Shareholders Deed and the transactions contemplated thereunder, including the Joint Venture Arrangement.

A form of proxy for the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM and any adjourned meeting (as the case may be) if you so wish.

In accordance with Rule 13.39(4) of the Listing Rules, the chairman of the SGM will demand a poll for the Resolution. The results of the voting will be announced after the SGM.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the Resolution.

— 10 —

LETTER FROM THE BOARD

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 12 and 13 of this circular which contains its recommendation to the Independent Shareholders on the Joint Venture Arrangement and the terms of the transactions contemplated under the Shareholders Deed; (ii) the letter from the Independent Financial Adviser, Investec, set out on pages 14 to 23 of this circular which contains its advice and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the Joint Venture Arrangement and the terms of the transactions contemplated under the Shareholders Deed; and (iii) the general information set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board Wong Kun To, Philip Managing Director and Chief Executive Officer

— 11 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter of recommendation from the Independent Board Committee which was prepared for the purpose of inclusion in this circular.

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瑞安建業有限公司[*] SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

2 November 2012

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS

JOINT VENTURE ARRANGEMENT IN RELATION TO WUQING PROJECT

We refer to the circular of the Company dated 2 November 2012 (the “Circular”) of which this letter forms part. Terms defined in the Circular bear the same meanings herein unless the context requires otherwise.

We have been appointed by the Board to form the Independent Board Committee to advise the Independent Shareholders on whether, in our opinion, the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. Investec has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in the same respect.

We wish to draw your attention to the letter from the Board set out on pages 5 to 11 of the Circular which contains information about the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed, and the letter from the Independent Financial Adviser, Investec, set out on pages 14 to 23 of the Circular which contains its advice and recommendation in the same respect.

* For identification purpose only

— 12 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of Investec, we consider that the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are normal commercial terms and are fair and reasonable as far as the Independent Shareholders are concerned. We also consider that the Joint Venture Arrangement and the Shareholders Deed are in the ordinary course of business of the Group and in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the Resolution.

Yours faithfully, For and on behalf of

Independent Board Committee Chan Kay Cheung Independent non-executive Director

— 13 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the text of the letter from the Independent Financial Adviser, Investec, to the Independent Board Committee and the Independent Shareholders in relation to the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed prepared for inclusion in this circular.

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Investec Capital Asia Ltd Room 3609, 36/F, Two International Finance Centre 8 Finance Street, Central, Hong Kong 香港中環金融街8號國際金融中心二期36樓3609室 Tel/電話: (852) 3187 5000 Fax/傳真: (852) 2501 0171 www.investec.com

2 November 2012

• To the Independent Board Committee and the Independent Shareholders of SOCAM Development Limited

Dear Sirs,

CONNECTED TRANSACTIONS

JOINT VENTURE ARRANGEMENT IN RELATION TO WUQING PROJECT

I. INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Joint Venture Arrangement, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the circular to the Shareholders dated 2 November 2012 (the “Circular”), of which this letter forms part. This letter contains our advice to the Independent Board Committee and the Independent Shareholders in respect of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed. Unless the context otherwise requires, terms used in this letter have the same meanings as those defined in the Circular.

On 16 October 2012, the Shareholders Deed was entered into between, amongst others, Wealth Frame, a direct wholly-owned subsidiary of the Company, PGR and Needham in respect of (i) the issue by Silver Reach and the subscription by Needham of 35.3% of the enlarged issued share capital of Silver Reach at par value in cash; and (ii) the provision and procurement of shareholder loans by Wealth Frame to Silver Reach and the Wuqing Project Company in stages in an aggregate amount of approximately HK$19.5 million and RMB147.6 million (representing approximately HK$180.4 million), and by Needham to Silver Reach and the Wuqing Project Company in stages in an aggregate amount of approximately HK$10.6 million and RMB80.5 million (representing approximately HK$98.5 million).

— 14 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Penta is a substantial shareholder of the Company and PGR and Needham are associates of Penta. In addition, PGR is a substantial shareholder of a joint venture formed by the Group with several partners for investment in a property project in Beijing, which is a 52.5%-owned subsidiary of the Company under the Listing Rules. Therefore, both PGR and Needham are connected persons of the Company. Accordingly, the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed will constitute connected transactions of the Company. As one of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Group’s financial commitment under the Shareholders Deed exceeds 5%, the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

II. THE INDEPENDENT BOARD COMMITTEE

The Board currently consists of four executive Directors, namely Mr. Lo Hong Sui, Vincent, Mr. Choi Yuk Keung, Lawrence, Mr. Wong Kun To, Philip and Mr. Wong Fook Lam, Raymond; one non-executive Director, namely Mr. Wong Yuet Leung, Frankie; and four independent non-executive Directors, namely Mr. Gerrit Jan de Nys, Ms. Li Hoi Lun, Helen, Mr. Chan Kay Cheung and Mr. Tsang Kwok Tai, Moses.

The Independent Board Committee comprising all the independent non-executive Directors, has been established to advise the Independent Shareholders in respect of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed.

We have been appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to whether the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are in the ordinary and usual course of business of the Group, normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole, and to give our opinion in relation to the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed for the Independent Board Committee’s consideration when making their recommendation to the Independent Shareholders.

Apart from the normal advisory fee payable to us in connection with our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, no arrangement exists whereby we shall receive any other fees or benefits from the Company.

— 15 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

III. BASES AND ASSUMPTIONS OF THE ADVICE

In formulating our advice, we have relied solely on the statements, information, opinions and representations for matters relating to the Group contained in the Circular and the information and representations provided to us by the Group and/or its directors and/or its senior management staff. We have assumed that all such statements, information, opinions and representations for matters relating to the Group contained or referred to in the Circular or otherwise provided or made or given by the Group and/or its directors and/or its senior management staff and for which it is/they are solely responsible were true and accurate and valid at the time they were made and given and continue to be true and valid as at the date of the Circular. We have assumed that all the opinions and representations for matters relating to the Group made or provided by its directors and/or the senior management staff of the Group contained in the Circular have been reasonably made after due and careful enquiry. We have also sought and obtained confirmation from the Group and/or its directors and/or its senior management staff that no material facts have been omitted from the information provided and referred to in the Circular.

We consider that we have reviewed all currently available information and documents which are available to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinions. We have no reason to doubt the truth, accuracy and completeness of the statements, information, opinions and representations provided to us by the Group and/or its directors and/or its senior management staff and their respective advisers or to believe that material information has been withheld or omitted from the information provided to us or referred to in the aforesaid documents. We have not, however, carried out an independent verification of the information provided, nor have we conducted an independent investigation into the business and affairs of the Company or any of its subsidiaries.

IV. PRINCIPAL FACTORS AND REASONS CONSIDERED

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

1. Principal activities of the Group

The Group principally engages in property development and investment, asset management, construction and investment in cement operations in Hong Kong and the PRC.

Set out below is a summary of financial highlights of the Group for the two financial years ended 31 December 2010 and 2011 and the six months ended 30 June 2012, as extracted from the annual report of the Company for the financial year ended 31 December 2011 and the interim report of the Company for the six months ended 30 June 2012.

— 16 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Financial highlights of the Group

	For the six	**For **	the year ended	the year ended
	months ended		31 December
	30 June 2012	2011		2010
	HK$ million	HK$ million		HK$ million
	(Unaudited)	(Audited)		(Audited)
Turnover
- Construction and building maintenance	2,431	4,742		4,812
- Property	218	1,156		3,225
- Others	1	2		7
	2,650	5,900		8,044
(Loss) / profit for the period / year	(161)	935		918

For the year ended 31 December 2011, turnover of the Group was approximately HK$5,900 million, representing a decrease of approximately 26.7% compared to the previous year. The high turnover in 2010 was mainly attributable to the en-bloc disposals of four property projects in the PRC by the Group. Turnover from construction and building maintenance businesses of the Group remained steady during the year ended 31 December 2011. After taking into account the operating costs and tax expenses, the Group’s profit for the year ended 31 December 2011 was approximately HK$935 million which represented a slight growth over 2010.

For the six months ended 30 June 2012, turnover of the Group was approximately HK$2,650 million, representing a decrease of approximately 2.5% compared to the same period in 2011. Turnover from property operations was relatively low as the delivery of property units of several development projects of the Group is mainly concentrated in the second half of 2012. The Group incurred a loss of approximately HK$161 million during the six months ended 30 June 2012.

Given that the property development business is a significant part of the Group’s business, the Joint Venture Arrangement is a furtherance of such business.

2. The Master Agreement

As set out in the announcement dated 21 September 2012 issued by the Company in relation to the Master Agreement, among other things, Silver Reach has agreed to acquire the option to acquire 85% shareholding interest in Best Surpass and acquire and assume certain existing loans of Best Surpass at a total consideration of approximately RMB217.9 million (representing approximately HK$266.5 million) and make interest payments to the vendor of Best Surpass of approximately RMB3.8 million (representing approximately HK$4.6 million). No further payment will be required when Silver Reach exercises the option to acquire 85% shareholding interest in Best Surpass.

— 17 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The principal assets of Best Surpass are the investments in the Wuqing Project. It is a condition to the completion of the Master Agreement that the Company shall find a co-investor to invest in the Wuqing Project. Further details of the Wuqing Project are included in the section headed “4. The Wuqing Project” in this letter.

3. Reasons and benefits of the Joint Venture Arrangement

As stated in the announcement dated 21 September 2012 issued by the Company in relation to the Master Agreement, the Company considers that the investment in the Wuqing Project represents an attractive opportunity to the Group to further strengthen the portfolio of the Group’s property projects.

It is a condition to the completion of the Master Agreement that the Company shall find a co-investor to invest in the Wuqing Project. As stated in the Letter from the Board, the Joint Venture Arrangement represents an opportunity for the Group to invite a long-term strategic partner to co-invest in this property development project.

4. The Wuqing Project

The Wuqing Project is located at the Wuqing District of Tianjin, the PRC with a total site area of approximately 79,991 square metres to be developed into a residential development project. The Wuqing Project is adjacent to another commercial development project in which the Group acquired an interest as disclosed in the announcement issued by the Company on 12 December 2011. Although the two projects will form separate individual projects on their own, the Company expects that the development of these projects adjacent to each other would create synergies.

Tianjin is one of the four municipalities of the PRC. According to the Tianjin Statistics Bureau, the population of Tianjin was approximately 13.5 million as at 31 December 2011. In 2011, the gross domestic product (the “GDP”) of Tianjin amounted to approximately RMB1,119.1 billion, representing a growth of approximately 16.4% over 2010. A total gross floor area of approximately 16.4 million square metres of commodity properties was sold in 2011, representing an increase of 8.5% over the previous year. The sales revenue of commodity properties was RMB147.3 billion in 2011, up 14.9% from 2010.

— 18 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. The Shareholders Deed

Date

16 October 2012

Parties

• (1) Wealth Frame, a direct wholly-owned subsidiary of the Company, which owns 647 Silver Reach Shares, representing the entire issued share capital of Silver Reach prior to completion of the Shareholders Deed;

• (2) the Company, as guarantor for the performance of Wealth Frame’s obligations;

• (3) Needham, a direct wholly-owned subsidiary of PGR and an associate of Penta, as subscriber of 353 Silver Reach Shares and a co-investor of Wealth Frame in Silver Reach;

• (4) PGR, an associate of Penta, as guarantor for the performance of Needham’s obligations; and

• (5) Silver Reach.

Subject matter

Pursuant to the Shareholders Deed, Wealth Frame and Needham will provide and procure shareholder loans totalling approximately RMB163.5 million (representing approximately HK$199.9 million) and RMB89.2 million (representing approximately HK$109.1 million, the “Needham Contribution”), respectively. Details of the payment are set out below.

Upon completion of the Shareholders Deed,

• (i) Needham will subscribe at par value in cash for, and Silver Reach will issue to Needham, 353 Silver Reach Shares, representing 35.3% of the enlarged issued share capital of Silver Reach (the “Needham Interest”);

• (ii) Wealth Frame will provide and procure shareholder loans to Silver Reach and the Wuqing Project Company in a sum of approximately HK$8.6 million and RMB45.0 million (representing approximately HK$55.0 million); and

• (iii) Needham will provide and procure shareholder loans to Silver Reach and the Wuqing Project Company in a sum of approximately HK$4.7 million and RMB24.5 million (representing approximately HK$30.0 million).

— 19 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In accordance with the payment schedule as set out in the Shareholders Deed, subsequent to the completion of the Shareholders Deed, Wealth Frame will provide and procure additional shareholder loans of approximately HK$10.9 million and RMB102.6 million (representing approximately HK$125.4 million) to Silver Reach and the Wuqing Project Company and Needham will provide and procure additional shareholder loans of approximately HK$5.9 million and RMB56.0 million (representing approximately HK$68.5 million) to Silver Reach and the Wuqing Project Company.

The aforesaid shareholder loans to be made or procured by Wealth Frame and Needham are calculated in proportion to their shareholding interests in Silver Reach under the Joint Venture Arrangement based on (i) all the payments in relation to the acquisition and/or assumption of 85% shareholding interest in and certain existing loans of Best Surpass (to be paid by Silver Reach under the Master Agreement), amounting to approximately RMB221.7 million (representing approximately HK$271.1 million) in total; and (ii) the estimated initial working capital of Silver Reach and the Wuqing Project, amounting to approximately RMB31.0 million (representing approximately HK$37.9 million). These shareholder loans will be provided on an unsecured and interest-free basis.

The Group intends to finance its portion of the shareholder loans as contemplated under the Shareholders Deed from its internal resources and banking facilities available to the Group.

Subject to the terms and conditions as stipulated in the Master Agreement, Silver Reach may either at its own discretion or upon request acquire and/or assume the remaining 15% shareholding interest in and certain existing loans of Best Surpass, the maximum consideration for which, to the best estimation of the Company at the Latest Practicable Date, will amount to approximately HK$47.0 million. In such event, Silver Reach will require further funding which may be satisfied by way of third party loans and/or additional shareholder loans to be made or procured by Wealth Frame and Needham in proportion to their shareholding interests in Silver Reach under the Joint Venture Arrangement.

In assessing the fairness and reasonableness of the Needham Contribution, we have compared the Needham Interest to the share of the aggregate cost in acquiring 85% interest in the Wuqing Project by Silver Reach pursuant to the Master Agreement and the estimated initial working capital for Silver Reach and the Wuqing Project (the “Aggregate Cost and Working Capital”) represented by the Needham Contribution.

	RMB
	(in million)
Aggregate cost in acquiring 85% interest in the Wuqing Project
by Silver Reach under the Master Agreement:
- aggregate consideration for 85% shareholding interest in and
certain existing loans of Best Surpass	217.9
- future interest payments to the vendor of Best Surpass	3.8
Aggregate cost	221.7
Estimated initial working capital of Silver Reach and
the Wuqing Project	31.0
Aggregate Cost and Working Capital	252.7	(a)
Needham Contribution as per the Joint Venture Arrangement	89.2	(b)
Share of the Needham Contribution	35.3%	(b)/(a)

— 20 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As illustrated above, given that the Needham Contribution represents 35.3% of the Aggregate Cost and Working Capital, which is equivalent to Needham’s proportionate interest in the enlarged issued share capital of Silver Reach, i.e. the Needham Interest, we are of the view that the Needham Contribution is fair and reasonable to the Group.

Board representation

The board of Silver Reach will initially have three directors upon completion of the Shareholders Deed. Wealth Frame will have the right to nominate two directors and Needham will have the right to nominate one director. The board of each company of the Best Surpass Group will have five directors, amongst which four directors are to be nominated by Silver Reach pursuant to the Master Agreement. Wealth Frame and Needham will initially have the right to nominate three directors and one director respectively to the boards of these companies upon completion of the Master Agreement. The chairman of the board of each company of the JV Group shall be a director designated by Wealth Frame and shall have a casting vote in case of equality of votes on matters other than those required to be unanimously agreed by all shareholders of Silver Reach.

As such, the Group maintains two-third of the voting rights on the board of directors of Silver Reach and will appoint three out of five directors to each company of the Best Surpass Group, which are in line with the Group’s 64.7% shareholding interest in Silver Reach pursuant to the Shareholders Deed. We concur with the view of the management and are of the view that the representation of the Group on the boards of the JV Group represents a proportionate influence of the Group on the affairs of the JV Group.

First right of refusal and co-sale right

Any transfer of Silver Reach Shares by any shareholder to a third party shall be subject to the right of first refusal and the co-sale right of the other shareholder as provided in the Shareholders Deed.

We understand from the management of the Company that they believe such arrangement protects the interests of the parties to the Shareholders Deed by granting to the shareholders of Silver Reach the rights to realise their investments in Silver Reach on equal grounds and timing as other shareholders, and is common for similar joint venture arrangements. We concur with the view of the management and agree that such arrangement provides equal grounds for the shareholders of Silver Reach to realise their investments and is a common commercial feature for similar joint venture arrangements.

— 21 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Put options

At any time after the earlier of (i) the completion of the sale by the Wuqing Project Company of more than 95% of the above-the-ground saleable residential area of the Wuqing Project; and (ii) the end of five years from the date of the Shareholders Deed provided that at such time the Wuqing Project Company has completed the sale of more than 70% of the above-the-ground saleable residential area of the Wuqing Project, each of Wealth Frame and Needham shall have the option to require the other to purchase all of its shares in and shareholder loans owing to it by Silver Reach at fair market value. If both Wealth Frame and Needham exercise the options, only the exercise of the option by Needham shall be valid.

The exercise of the above option by Wealth Frame or Needham will constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and may be subject to the approval of the Independent Shareholders, if required under the Listing Rules. The Company will comply with the applicable requirements of the Listing Rules and make further disclosure in this respect if and when appropriate.

Pursuant to the Shareholders Deed, the Group is the major shareholder of Silver Reach and by the time such options come into effect, the Wuqing Project Company will have sold at least 70% of the above-the-ground saleable residential area of the Wuqing Project. Therefore, the management of the Company believes that such options entail limited risks given the Group being the major shareholder of Silver Reach, the majority of the above-the-ground saleable residential area of the Wuqing Project will have been sold by the time the options come into effect and that the options would be exercised at fair market value. Given the aforementioned factors and that (i) the participation of Needham would reduce the funding requirements of the Group in developing the Wuqing Project; and (ii) Needham and PGR are financial investors which require an opportunity to exit after the Wuqing Project has reached a mature stage, we concur with the view of the management that such options are commercially justifiable.

6. Our View

Based on the reasons that (i) it is a condition to the completion of the Master Agreement that the Company shall find a co-investor to invest in the Wuqing Project; (ii) the participation of Needham would reduce the funding requirements of the Group in developing the Wuqing Project; (iii) the contributions to Silver Reach and the Wuqing Project Company in the form of shareholder loans by Wealth Frame and Needham are proportionate to their respective shareholding interests in Silver Reach as illustrated under the section headed “5. The Shareholders Deed” above; and (iv) the proportion of directors of Silver Reach and directors of the companies of the Best Surpass Group to be appointed by Wealth Frame and Needham is in line with their respective shareholding interests in Silver Reach pursuant to the Shareholders Deed, we are of the view that the Joint Venture Arrangement and the terms of the Shareholders Deed are fair and reasonable.

— 22 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

7. Possible financial effects of the Shareholders Deed

Upon completion of the Shareholders Deed, Silver Reach will be accounted for as a 64.7%-jointly controlled entity of the Company. Therefore, the Group’s share of the results and net assets of Silver Reach will be incorporated in the Group’s financial statements using the equity method of accounting.

V. RECOMMENDATION

Having considered the abovementioned factors, we are of the view that the terms of the Joint Venture Arrangement and the transactions contemplated under the Shareholders Deed are normal commercial terms and are fair and reasonable as far as the Independent Shareholders are concerned. We also consider that the Joint Venture Arrangement and the Shareholders Deed are in the interests of the Company and the Independent Shareholders as a whole and in the ordinary course of business of the Group. Accordingly, we advise the Independent Board Committee to recommend to the Independent Shareholders to vote in favor of the ordinary resolution to approve the Shareholders Deed and the transactions contemplated thereunder, including the Joint Venture Arrangement, which will be proposed at the SGM.

Yours faithfully, For and on behalf of

Investec Capital Asia Limited Jimmy Chung

Managing Director, Corporate Finance

— 23 —

GENERAL INFORMATION

APPENDIX

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 herein or this circular misleading.

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

At the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have been taken under such provisions of the SFO) or the Model Code for Securities Transactions by Directors of Listed Issuers or which were required to be entered in the register required to be kept under section 352 of the SFO were as follows:

(a) Long position in the shares of the Company

						Approximate
						percentage of
		**Number of shares **	in the Company			issued share
	Personal	Family		Other		capital of the
Name of Director	interests	interests	interests		Total	Company
Mr. Lo Hong Sui,	—	312,000	234,381,000		234,693,000	47.67%
Vincent		(Note 1)	(Note 2)
Mr. Choi Yuk Keung,	540,000	—		—	540,000	0.10%
Lawrence
Mr. Wong Kun To,	—	192,533		—	192,533	0.03%
Philip		(Note 3)
Mr. Wong Fook Lam,	32,000	—		—	32,000	0.01%
Raymond
Mr. Wong Yuet Leung,	4,728,000	—		—	4,728,000	0.96%
Frankie

Notes:

(1) These shares were beneficially owned by Ms. Loletta Chu (“Mrs. Lo”), the spouse of Mr. Lo Hong Sui, Vincent (“Mr. Lo”). Under the SFO, Mr. Lo was deemed to be interested in such shares and both Mr. Lo and Mrs. Lo were also deemed to be interested in 234,381,000 shares mentioned in note (2) below.

— 24 —

APPENDIX

GENERAL INFORMATION

• (2) These shares were beneficially owned by Shui On Company Limited (“SOCL”). Of these 234,381,000 shares beneficially owned by SOCL, 218,548,000 shares were held by SOCL itself and 15,833,000 shares were held by Shui On Finance Company Limited (“SOFCL”), an indirect wholly-owned subsidiary of SOCL. SOCL was owned by the Bosrich Unit Trust, the trustee of which was Bosrich Holdings (PTC) Inc. (“Bosrich”). The units of the Bosrich Unit Trust were the property of a discretionary trust, of which Mr. Lo was one of the discretionary beneficiaries and HSBC International Trustee Limited (“HSBC Trustee”) was the trustee. Accordingly, Mr. Lo, Mrs. Lo, HSBC Trustee and Bosrich were deemed to be interested in such shares under the SFO.

• (3) These shares were beneficially owned by the spouse of Mr. Wong Kun To, Philip. Under the SFO, Mr. Wong was deemed to be interested in such shares.

(b) Share options of the Company

At the Latest Practicable Date, the following Directors had interests in the share options granted by the Company under the share option scheme adopted by the Company on 27 August 2002:

				Number of
			Period during	shares
			which share	subject to
		Subscription	options	the share
	Date of	price per	outstanding	options
Name of Director	grant	share	are exercisable	outstanding
		HK$
Mr. Choi Yuk Keung,	7-5-2008	19.76	7-11-2008 to	250,000
Lawrence			6-5-2013
	9-4-2009	7.63	9-10-2009 to	250,000
			8-4-2014
	9-4-2009	7.63	9-4-2012 to	380,000
			8-4-2019
	12-4-2010	12.22	12-10-2010 to	250,000
			11-4-2015
	12-4-2010	12.22	12-4-2013 to	1,000,000
			11-4-2020
	23-6-2011	10.90	23-12-2011 to	250,000
			22-6-2016
	28-7-2011	10.00	1-5-2015 to	6,500,000
			27-7-2021

— 25 —

GENERAL INFORMATION

APPENDIX

				Number of
			Period during	shares
			which share	subject to
		Subscription	options	the share
	Date of	price per	outstanding	options
Name of Director	grant	share	are exercisable	outstanding
		HK$
Mr. Wong Kun To,	12-4-2010	12.22	12-10-2010 to	350,000
Philip			11-4-2015
	12-4-2010	12.22	12-4-2013 to	1,500,000
			11-4-2020
	23-6-2011	10.90	23-12-2011 to	400,000
			22-6-2016
	28-7-2011	10.00	1-5-2015 to	10,800,000
			27-7-2021
Mr. Wong Fook Lam,	12-4-2010	12.22	12-10-2010 to	200,000
Raymond			11-4-2015
	12-4-2010	12.22	12-4-2013 to	1,000,000
			11-4-2020
	23-6-2011	10.90	23-12-2011 to	250,000
			22-6-2016
	28-7-2011	10.00	1-5-2015 to	6,500,000
			27-7-2021

Note: The vesting of all share options granted to the Directors is subject to the vesting schedules and/or performance conditions as set out in their respective offer letters.

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

— 26 —

GENERAL INFORMATION

APPENDIX

Save as disclosed in the circular of the Company dated 3 January 2012 in respect of the construction services framework agreement entered into between Shui On Land Limited (“SOL”) and Shui On Contractors Limited, a direct wholly-owned subsidiary of the Company, at the Latest Practicable Date, there was no contract or arrangement subsisting in which any of the Directors was materially interested and which was significant in relation to the business of the Group.

Save as disclosed herein and in the announcement of the Company dated 17 June 2011 in respect of the master agreement for leasing of commercial premises by the group companies of SOCL to the Group, at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had since 31 December 2011 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

At the Latest Practicable Date, save as disclosed below, none of the Directors was a director or employee of a company which had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

	Name of companies
	which had such
	discloseable interest or	Position within
Name of Director	short position	such companies
Mr. Lo Hong Sui, Vincent	SOCL and SOFCL	director
Mr. Choi Yuk Keung, Lawrence	SOCL and SOFCL	director
Mr. Wong Fook Lam, Raymond	SOFCL	director
Mr. Wong Yuet Leung, Frankie	SOCL and SOFCL	director

3. SERVICE CONTRACTS

At the Latest Practicable Date, none of the Directors had a service contract or a proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

— 27 —

GENERAL INFORMATION

APPENDIX

4. COMPETING BUSINESS INTERESTS OF DIRECTORS

At the Latest Practicable Date, the following Directors were considered to have interests in the businesses, which competed or were likely to compete, either directly or indirectly, with the businesses of the Group as set out below:-

	Name of entity	Description of
	with businesses	businesses of
	considered	the entity which
	competing or	are considered to
	likely to	compete or likely
	compete with	to compete with	Nature of interest
	the businesses of	the businesses of	of the Director in
Name of Director	the Group	the Group	the entity
Mr. Lo Hong Sui,	SOL	Property	executive director
Vincent		development	and controlling
		in the PRC	shareholder
Mr. Wong Yuet Leung,	SOL	Property	non-executive
Frankie		development	director
		in the PRC

As the Board is independent from the board of directors of SOL and the above Directors are unable to control the Board, the Group is capable of carrying on its businesses independently.

Save as disclosed above, at the Latest Practicable Date, none of the Directors or their respective associates had any interests in the businesses, which competed or were likely to compete, either directly or indirectly, with the businesses of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them were a controlling shareholder).

5. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion and advice, which is contained in this circular:

Name Qualification Investec a corporation licensed to conduct Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO

Investec has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name in the form and context in which it appears.

— 28 —

GENERAL INFORMATION

APPENDIX

6. EXPERT’S INTEREST

Investec has confirmed that, at the Latest Practicable Date:

• (a) it did not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and

• (b) it did not have any direct or indirect interest in any assets which had since 31 December 2011 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

7. MATERIAL ADVERSE CHANGE

Save as previously announced by the Company, at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, the date to which the latest published audited consolidated financial statements of the Company were made up.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during business hours at the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong from the date of this circular up to and including 21 November 2012:

• (a) the Shareholders Deed; and

• (b) the Master Agreement.

9. GENERAL

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

— 29 —

NOTICE OF SPECIAL GENERAL MEETING

==> picture [176 x 59] intentionally omitted <==

瑞安建業有限公司[*]

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

NOTICE IS HEREBY GIVEN that a special general meeting of SOCAM Development Limited (the “Company”) will be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Wednesday, 21 November 2012 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT:

• (a) the entering into of the Shareholders Deed (as defined in the circular of the Company dated 2 November 2012), a copy of which is tabled at the meeting and marked “A” and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed; and

• (b) the directors of the Company be and are hereby authorised to do all such further acts and things and execute such further documents and take all steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the Shareholders Deed and all the transactions contemplated thereunder with any changes as they may consider necessary, desirable or expedient.”

By order of the board of directors SOCAM Development Limited Ng Lai Tan, Melanie Company Secretary

Hong Kong, 2 November 2012

• For identification purpose only

— 30 —

NOTICE OF SPECIAL GENERAL MEETING

Notes:

• (1) Any member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company.

• (2) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be lodged with the head office of the Company at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude a member from attending and voting in person at the meeting or any adjourned meeting thereof (as the case may be), should he so wish.

• (3) The ordinary resolution as set out above will be taken by way of poll.

— 31 —