Long Investment Corp — Proxy Solicitation & Information Statement 2014

Mar 11, 2014

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 other 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 accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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瑞安建業有限公司[*]

SOCAM Development Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

DISCLOSEABLE AND CONNECTED TRANSACTION

BUYBACK OF 49% SHARE INTEREST IN GRACIOUS SPRING LIMITED

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

A letter from the Board is set out on pages 4 to 8 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 9 and 10 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 11 to 18 of this circular.

A notice convening the special general meeting of the Company to be held at Room 103, 1st Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong on Friday, 28 March 2014 at 9:30 a.m. is set out on pages 31 and 32 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 less 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 meeting and any adjournment thereof (as the case may be), should you so desire.

* For identification purpose only

Hong Kong, 12 March 2014

CONTENTS
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . . . . . . . . . . . . .	9
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX I — PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31

— i —

DEFINITIONS

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

• “associates”, “connected persons”, “controlling shareholder”, “subsidiary(ies)” and “substantial shareholder”

each has the meaning ascribed to it under the Listing Rules;

• “Board”

the board of Directors;

“Buyback” the acquisition from PFL of the Sale Shares by SOCCP pursuant to its right under the Shareholders Agreement; “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)

• “Completion” the completion of the Buyback;

• “Chengdu Project” a “construction in progress” property project known as Centropolitan located at Jiefang Road North Section One, Jinniu District, Chengdu, Sichuan Province, the PRC with a net site area of approximately 57,400 square metres, which is to be developed into a mixed-use development consisting of residential units, serviced apartments, retail, office and car parking spaces;

“Directors” the directors of the Company; “Giroverse” Giroverse Corporation, a company incorporated in the British Virgin Islands with limited liability, which is the immediate holding company of Lancewood;

• “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 in respect of the Buyback; “Independent Shareholders” Shareholders other than those which are required to abstain from voting at the SGM to approve the Buyback;

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DEFINITIONS

• “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 and the Independent Shareholders in relation to the Buyback;

• “Lancewood” Lancewood Enterprises Limited, a company incorporated in Hong Kong with limited liability, which is the immediate holding company of the Project Company;

• “Latest Practicable Date” 7 March 2014, being the latest practicable date for ascertaining certain information referred to in this circular prior to its printing;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “PFL”

• Perfectfit Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of LaSalle Asia Opportunity III, S.A.R.L., which holds 49% share interest in the Target Company at the date of this circular;

• “PRC” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan);

• “Project Company” Chengdu Xianglong Real Estate Co., Ltd., a wholly-foreign owned enterprise organised under the laws of the PRC, which is an indirect wholly-owned subsidiary of the Target Company and the sole owner of the Chengdu Project;

• “Resolution” the ordinary resolution to be proposed at the SGM as set out in the notice of the SGM on page 31 of this circular;

• “RMB” Renminbi, the lawful currency of the PRC;

• “Sale and Purchase Agreement”

the sale and purchase agreement dated 23 January 2014 in relation to the disposal of 43.53% share interest in the Target Company by SOCCP to an independent third party subject to certain conditions as set out therein, details of which have been disclosed in the announcement of the Company dated 23 January 2014;

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DEFINITIONS

“Sale Shares”	the 49 class A ordinary shares with a par value of US$1.00
	each in the Target Company, representing 49% of the issued
	share capital of the Target Company at the date of this
	circular;
“Savills”	Savills Valuation and Professional Services Limited;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“SGM”	the special general meeting of the Company to be convened
	for considering and, if appropriate, approving the Buyback;
“Shareholder(s)”	holder(s) of the ordinary shares of HK$1.00 each in the issued
	capital of the Company;
“Shareholders Agreement”	the shareholders agreement dated 17 June 2011 entered into
	amongst SOCCP, PFL and the Target Company, as
	supplemented from time to time;
“Shareholder Loan”	the outstanding shareholder’s loan plus the interest accrued
	thereon owing by the Target Group to SOCCP or PFL (as the
	case may be), both being the shareholders of the Target
	Company at the date of this circular;
“SOCCP”	Shui On China Central Properties Limited, a company
	incorporated in the British Virgin Islands with limited
	liability and an indirect wholly-owned subsidiary of the
	Company, which holds 51% share interest in the Target
	Company at the date of this circular;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Target Company”	Gracious Spring Limited, a company incorporated in the
	British Virgin Islands with limited liability, which is a joint
	venture indirectly owned as to 51% by SOCCP and 49% by
	PFL at the date of this circular and is the immediate holding
	company of Giroverse;
“Target Group”	the Target Company and its subsidiaries (comprising
	Giroverse, Lancewood and the Project Company);
“US$”	United State dollars, the lawful currency of the United States
	of America; and
“%”	per cent.

For the purpose of this circular, the exchange rates at US$1 = HK$7.75 and RMB1 = HK$1.27 have been used for illustrative purpose only and do not constitute a representation that any amount has been, could have been or may be exchanged at such rates.

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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 Fook Lam, Raymond

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

Non-executive Directors:

Mr. Wong Yuet Leung, Frankie Mr. Wong Kun To, Philip

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

12 March 2014

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

BUYBACK OF 49% SHARE INTEREST IN GRACIOUS SPRING LIMITED

INTRODUCTION

Reference is made to the announcement of the Company dated 17 June 2011 in relation to, among others, (i) the disposal by Park Wealth Investments Limited (an indirect wholly-owned subsidiary of the Company) of the Sale Shares, representing 49% of the issued share capital of the Target Company, with the assignment of the corresponding amount of the shareholder’s loan owing to Park Wealth Investments Limited by the Target Company, to PFL pursuant to the share purchase agreement dated 17 June 2011 for a total consideration of approximately HK$538 million; and (ii) the joint venture arrangements relating to the Target Group under the Shareholders Agreement.

* For identification purpose only

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LETTER FROM THE BOARD

Pursuant to the terms of the Shareholders Agreement, at any time when the Shareholder Loan provided by any shareholder of the Target Company (including SOCCP and PFL) is fully repaid, the other shareholder of the Target Company will have the right to purchase all the shares in the Target Company held by that shareholder at par value.

The Shareholder Loan owing by the Target Company to PFL including the accrued interest thereon, amounting to approximately HK$752 million, was fully repaid on 21 February 2014. The Group has provided the Target Company with the necessary funding for such repayment by way of shareholder’s loan.

On 24 February 2014, the Board announced that in order to satisfy the pre-condition under the Sale and Purchase Agreement as announced by the Company on 23 January 2014, SOCCP intends to exercise its right to acquire the Sale Shares at par value of US$1.00 each, being a total of US$49.00 (equivalent to approximately HK$380.00), from PFL pursuant to the Shareholders Agreement.

The purpose of this circular is to provide you with (among other things):

• (1) further particulars of the Buyback;

• (2) the letter from the Independent Board Committee with its recommendation to the Independent Shareholders;

• (3) the letter from the Independent Financial Adviser with its advice and recommendation to the Independent Board Committee and the Independent Shareholders; and

• (4) a notice of the SGM.

THE BUYBACK

Parties

• (1) Purchaser: SOCCP, an indirect wholly-owned subsidiary of the Company, which holds 51% share interest in the Target Company

• (2) Vendor: PFL, a wholly-owned subsidiary of LaSalle Asia Opportunity III, S.A.R.L., which holds 49% share interest in the Target Company

Subject Matter

SOCCP will acquire the Sale Shares, representing 49% of the issued share capital of the Target Company, from PFL subject to the approval of the Independent Shareholders at the SGM to be held on 28 March 2014.

The principal asset of the Target Company is an investment in the Chengdu Project which is indirectly held via the Project Company. The Project Company is the sole owner of the Chengdu Project, which is a “construction in progress” property project known as Centropolitan located in

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LETTER FROM THE BOARD

Chengdu, Sichuan Province, the PRC. The Chengdu Project will be developed into a mixed-use development consisting of residential units, serviced apartments, retail, office and car parking spaces. Active construction work on this development project is on schedule and it is expected that the physical construction work will be completed in 2016. Pre-sale of certain residential towers began in January 2014, and the Directors expect that the Company will gradually generate revenue from the sale of the properties from 2016 onwards.

Consideration

In accordance with the terms of the Shareholders Agreement, the consideration for the Buyback is the par value of US$1.00 each of the Sale Shares, being a total of US$49.00 (equivalent to approximately HK$380.00), which will be settled in cash by SOCCP upon Completion.

The basis for setting such consideration at par value under the Shareholders Agreement was that the relevant shareholder would have received its financial return from its investment by way of interest accrued on the Shareholder Loan.

Completion

Completion of the Buyback will take place on the date of the SGM after obtaining the Independent Shareholders’ approval, and an instrument of transfer in respect of the Sale Shares will be executed between PFL and SOCCP upon Completion.

After Completion, the Target Company will be indirectly wholly owned by the Company. In view of the contemplated disposal of 43.53% share interest in the Target Company by SOCCP to an independent third party as disclosed in the announcement of the Company dated 23 January 2014, the Company will not consolidate the results and the net assets of the Target Group according to applicable accounting standards.

FINANCIAL INFORMATION ON THE TARGET GROUP

At 31 December 2013, the unaudited consolidated net assets of the Target Group were approximately RMB46.4 million (equivalent to approximately HK$58.9 million).

For the financial year ended 31 December 2012, the audited consolidated losses both before and after taxation and extraordinary items of the Target Group were approximately RMB1.2 million (equivalent to approximately HK$1.5 million).

For the financial year ended 31 December 2013, the unaudited consolidated profits both before and after taxation and extraordinary items of the Target Group were approximately RMB12.7 million (equivalent to approximately HK$16.1 million).

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LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE BUYBACK

As disclosed in the announcement of the Company dated 23 January 2014, the Sale and Purchase Agreement will only take effect, among others, upon completion of the Buyback by SOCCP within 90 days after the date of signing of the Sale and Purchase Agreement, i.e. on or before 23 April 2014. To satisfy such pre-condition under the Sale and Purchase Agreement, SOCCP intends to exercise its right to the Buyback to acquire the Sale Shares from PFL.

It is the Company’s understanding that PFL intends to exit the Chengdu Project. As such, it is the intention of the Company to have the right to the Buyback exercised pursuant to the Shareholders Agreement following the full repayment of the Shareholder Loan owing by the Target Company to PFL and to continue undertaking the Chengdu Project with another joint venture partner. The Group will retain a majority interest in the Target Group in order to participate in the development of the Chengdu Project.

Having considered the above, the Directors (including the independent non-executive Directors) consider the terms of the Buyback are normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

As none of the Directors has a material interest in the Buyback, none of them was required to abstain from voting on the resolution passed by the Board to approve the Buyback.

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.

PFL is a special purpose company wholly owned by LaSalle Asia Opportunity III, S.A.R.L., which is a real estate investment fund specializing in real estate investments in Asia. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, PFL and its ultimate beneficial owners are, save for their share interests in the Target Group, third parties independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Buyback is more than 5% but less than 25%, the Buyback will constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

PFL is a substantial shareholder of the Target Company and hence a connected person of the Company. As one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Buyback is more than 5%, the Buyback will constitute a connected transaction of the Company and, in addition to the reporting and announcement requirements, is subject to the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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LETTER FROM THE BOARD

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 Friday, 28 March 2014 at 9:30 a.m. is set out on pages 31 and 32 of this circular. At the SGM, the Resolution will be proposed to approve the Buyback.

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 no 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 adjournment thereof (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. An announcement of the voting results will be made after the SGM in accordance with the Listing Rules.

PFL is a substantial shareholder of the Target Company and hence a connected person of the Company, which has a material interest in the Buyback. PFL and its associates shall abstain from voting in respect of the Resolution at the SGM should they be Shareholders.

To the best knowledge, information and belief of the Directors, at the Latest Practicable Date, none of the Shareholders has a material interest in the Buyback and therefore none of them is required to abstain from voting on the Resolution at the SGM.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Buyback are normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders to vote in favour of the Resolution at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on pages 9 and 10 of this circular which contains its recommendation to the Independent Shareholders; (ii) the letter from the Independent Financial Adviser, Investec, set out on pages 11 to 18 of this circular which contains its advice and recommendation to the Independent Board Committee and the Independent Shareholders; and (iii) the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board Choi Yuk Keung, Lawrence

Vice Chairman and Managing Director

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the full 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)

12 March 2014

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

BUYBACK OF 49% SHARE INTEREST IN GRACIOUS SPRING LIMITED

We refer to the circular dated 12 March 2014 (the “Circular”) issued by the Company to the Shareholders of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed by the Board to form the Independent Board Committee to advise the Independent Shareholders as to whether, in our opinion, the Buyback is in the ordinary and usual course of business of the Group, on 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 4 to 8 of the Circular, which contains the information about the Buyback, and the letter from the Independent Financial Adviser, Investec, set out on pages 11 to 18 of the Circular, which contains its advice and recommendation in the same respect.

* For identification purpose only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of Buyback, the advice of Investec and the relevant information contained in the letter from the Board, we are of the opinion that the Buyback is in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable 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 at the SGM.

Yours faithfully, For and on behalf of Independent Board Committee Chan Kay Cheung Independent Non-executive Director

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is the full text of the letter of advice from Investec to the Independent Board Committee and the Independent Shareholders in relation to the Buyback 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

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

12 March 2014

Dear Sirs/Madams,

DISCLOSEABLE AND CONNECTED TRANSACTION BUYBACK OF 49% SHARE INTEREST IN GRACIOUS SPRING LIMITED

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 Buyback, 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 12 March 2014 (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 Buyback. Unless the context otherwise requires, terms used in this letter have the same meanings as those defined in the Circular.

On 17 June 2011, the Group entered into (i) a share purchase agreement with PFL relating to, among others, the disposal by Park Wealth Investments Limited (an indirect wholly-owned subsidiary of the Company) of the Sale Shares, representing 49% of the issued share capital of the Target Company, with the assignment of the corresponding amount of the shareholder’s loan owing to Park Wealth Investments Limited by the Target Company, to PFL; and (ii) the Shareholders Agreement in respect of the joint venture arrangements relating to the Target Group, details of which are set out in the announcement of the Company dated 17 June 2011.

Pursuant to the terms of the Shareholders Agreement, at any time when the Shareholder Loan provided by any shareholder of the Target Company (including SOCCP and PFL) is fully repaid, the other shareholder of the Target Company will have the right to purchase all the shares in the Target Company held by that shareholder at par value.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Shareholder Loan owing by the Target Company to PFL including the accrued interest thereon, amounting to approximately HK$752 million, was fully repaid on 21 February 2014. The Group has provided the Target Company with the necessary funding for such repayment by way of shareholder’s loan.

On 24 February 2014, the Board announced that in order to satisfy the pre-condition under the Sale and Purchase Agreement as announced by the Company on 23 January 2014, SOCCP intends to exercise its right to acquire the Sale Shares at par value of US$1.00 each, being a total of US$49.00 (equivalent to approximately HK$380.00), from PFL pursuant to the Shareholders Agreement.

As one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Buyback is more than 5% but less than 25%, the Buyback will constitute a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

PFL is a substantial shareholder of the Target Company and hence a connected person of the Company. As one of the applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Buyback is more than 5%, the Buyback will constitute a connected transaction of the Company and, in addition to the reporting and announcement requirements, is subject to the Independent Shareholders’ approval requirement under Chapter 14A of the Listing Rules.

As none of the Directors has a material interest in the Buyback, none of them was required to abstain from voting on the resolution passed by the Board to approve the Buyback.

To the best knowledge, information and belief of the Directors, at the Latest Practicable Date, none of the Shareholders has a material interest in the Buyback and therefore none of them is required to abstain from voting on the Resolution at the SGM.

II. THE INDEPENDENT BOARD COMMITTEE

The Board currently consists of three executive Directors, namely Mr. Lo Hong Sui, Vincent, Mr. Choi Yuk Keung, Lawrence and Mr. Wong Fook Lam, Raymond; two non-executive Directors, namely Mr. Wong Yuet Leung, Frankie and Mr. Wong Kun To, Philip; 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 Buyback.

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

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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.

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.

As set out in the interim report of the Company for the six months ended 30 June 2013, the turnover of the Group was approximately HK$4,784 million, representing an increase of approximately 80.5% as compared to the same period in 2012. Turnover from the property segment for the six months ended 30 June 2013, representing approximately 52.9% to the total turnover of the Group, increased by approximately HK$2,312 million or 1,060.6% as compared to the same period in 2012. For the six months ended 30 June 2013, the turnover from property segment mainly came from

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

completion of strata-titled sales as well as en-bloc sales of properties located in Guangzhou and Shenyang, while in 2012, the delivery of apartment units of the Group’s major development projects started in the fourth quarter of that year, therefore no material turnover from sales of properties can be recognised for the six months ended 30 June 2012.

In addition, as set out in the annual report of the Company for the year ended 31 December 2012, the turnover of the Group was approximately HK$6,443 million, representing an increase of approximately 9.2% as compared to the previous year. Turnover of the property segment for the year ended 31 December 2012, representing approximately 16.8% to the total turnover of the Group, decreased by approximately HK$72 million or 6.2% as compared to the previous year, which is mainly due to the decrease in project fee income from joint ventures and associates following the gradual completion of certain property projects managed by the Group.

2. The Buyback

On 24 February 2014, the Board announced that in order to satisfy the pre-condition under the Sale and Purchase Agreement as announced by the Company on 23 January 2014, SOCCP intends to exercise its right to acquire the Sale Shares at par value of US$1.00 each, being a total of US$49.00 (equivalent to approximately HK$380.00), from PFL pursuant to the Shareholders Agreement.

In accordance with the terms of the Shareholders Agreement, the consideration for the Buyback is the par value of US$1.00 each of the Sale Shares, being a total of US$49.00 (equivalent to approximately HK$380.00), which will be settled in cash by SOCCP upon Completion.

After Completion, the Target Company will be indirectly wholly owned by the Company. In view of the contemplated disposal of 43.53% share interest in the Target Company by SOCCP to an independent third party as disclosed in the announcement of the Company dated 23 January 2014, the Company will not consolidate the results and the net assets of the Target Group according to applicable accounting standards.

3. Information of the Target Company and the Chengdu Project

As set out in the “Letter from the Board”, the principal asset of the Target Company is an investment in the Chengdu Project which is indirectly held via the Project Company. The Project Company is the sole owner of the Chengdu Project, which is a “construction in progress” property project known as Centropolitan located in Chengdu, Sichuan Province, the PRC with a net site area of approximately 57,400 square metres. The Chengdu Project will be developed into a mixed-use development consisting of residential units, serviced apartments, retail, office and car parking spaces. Active construction work on this development project is on schedule and it is expected that the physical construction work will be completed in 2016. Pre-sale of certain residential towers began in January 2014, and the Directors expect that the Company will gradually generate revenue from the sale of the properties from 2016 onwards.

— 14 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Overview of property market in Chengdu

Based on the information published on the website (www.cdstats.chengdu.gov.cn) of Chengdu Bureau of Statistics Internet (成都統計公眾信息網), Chengdu has a population of approximately 11.7 million as at 31 December 2012. Chengdu’s gross domestic product (“ GDP ”) for the nine months ended 30 September 2013 was approximately RMB668.1 billion, representing an increase of approximately 10.2% as compared to the same period of 2012. GDP for the year ended 31 December 2012 was approximately RMB813.9 billion, representing an increase of approximately 17.1% as compared to 2011.

Total area of commodity properties under construction for the nine months ended 30 September 2013 was approximately 139.7 million square metres, representing an increase of approximately 10.6% as compared to the same period of 2012. Total area of commodity properties completed for the nine months ended 30 September 2013 was approximately 11.3 million square metres, representing an increase of approximately 18.4% as compared to the same period of 2012.

In 2013, the PRC government implemented several policy measures designed to regulate the growth of the property market in the PRC. Accordingly, the Chengdu Municipal Government has announced a number of measures including (i) further strengthening of regulations in relation to sales of commercial real estate; (ii) increase in supply of small and medium-size apartments; and (iii) increase in supply of public housing. The Directors are of the view that the aforesaid measures announced by the Chengdu Municipal Government should, in the long run, facilitate the sustainable and healthy development of the Chengdu property market. Accordingly, the Directors believe that the Group, through its investment in the Target Company, will benefit from the long-term growth potential of the property market in Chengdu.

5. Consideration

In accordance with the terms of the Shareholders Agreement, the consideration for the Buyback is the par value of US$1.00 each of the Sale Shares, being a total of US$49.00 (equivalent to approximately HK$380.00), which will be settled in cash by SOCCP upon Completion.

The basis for setting such consideration at par value under the Shareholders Agreement was that the relevant shareholder would have received its financial return from its investment by way of interest accrued on the Shareholder Loan.

As stated in the Letter from the Board, the unaudited consolidated net assets of the Target Group were approximately RMB46.4 million (equivalent to approximately HK$58.9 million) as at 31 December 2013. Accordingly, the 49% of net assets of the Target Group (i.e. approximately HK$28.9 million) represents a significant premium to the consideration for the Buyback (i.e. approximately HK$380.00).

— 15 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to the report of Savills set out in the section headed “Property Valuation Report” in Appendix I to the Circular (the “ Valuation Report ”), the market value of the Chengdu Project in existing state was RMB2,353 million as at 31 December 2013. We have reviewed the Valuation Report and discussed with Savills the methodology and the assumptions which they have adopted. We understand that the valuer has applied direct comparison approach by making reference to the comparable sales evidence as available in the relevant markets and have also taken into account the construction costs that will be expended to complete the development to reflect the quality of the completed development and such approach is a commonly used method for determining the market value of this type of PRC property. We were advised by the Company that the book value of the Chengdu Project was in line with its prevailing market value as at 31 December 2013.

Given that the consideration for the Buyback represents the significant discounts to 49% of the net assets value of the Target Group as at 31 December 2013, we are of the view that the consideration for the Buyback is fair and reasonable so far as the interests of the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

6. Reasons and benefits of the Buyback

As disclosed in the announcement of the Company dated 23 January 2014, the Sale and Purchase Agreement will only take effect, among others, upon completion of the Buyback by SOCCP within 90 days after the date of signing of the Sale and Purchase Agreement. To satisfy such pre-condition under the Sale and Purchase Agreement, SOCCP intends to exercise its right to the Buyback to acquire the Sale Shares from PFL.

As stated in the Letter from the Board, it is the Company’s understanding that PFL intends to exit the Chengdu Project. As such, it is the intention of the Company to have the right to the Buyback exercised pursuant to the Shareholders Agreement following the full repayment of the Shareholder Loan owing by the Target Company to PFL and to continue undertaking the Chengdu Project with another joint venture partner. The Group will retain a majority interest in the Target Group in order to participate in the development of the Chengdu Project.

Taking into account that (i) property development business is a significant part of the Group’s business; (ii) the Buyback is a pre-condition under the Sale and Purchase Agreement, which enables the Group to retain a majority interest in the Target Group; (iii) the pre-sale launch of the Chengdu Project began in January 2014 and it is expected to gradually generate revenue from the sale of the properties from 2016 onwards as mentioned in the section headed “3. Information of the Target Company and the Chengdu Project”; (iv) the consideration for the Buyback is insignificant to the Group’s financial position; and (v) the overview of the property market in Chengdu as mentioned in the section headed “4. Overview of property market in Chengdu” above, we are of the view that Buyback is in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

— 16 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

7. Financial effects to the Group upon the completion of the Buyback

7.1 Net assets value

As set out in the Letter from the Board, the unaudited consolidated net assets of the Target Group were approximately RMB46.4 million (equivalent to approximately HK$58.9 million) as at 31 December 2013. Given the Buyback will be settled by the Group’s internal resources of US$49.00 (equivalent to approximately HK$380.00), the Company expects that upon completion of the Buyback, (i) the cash balance of the Group would be reduced by US$49.00 (equivalent to approximately HK$380.00) for the settlement of the consideration for the Buyback; and (ii) the net assets of the Group (excluding non-controlling interests) would be increased by the net assets attributable to 49% equity interest of the Target Group.

7.2 Earnings

As set out in the Letter from the Board, the Target Group recorded audited consolidated losses both before and after taxation and extraordinary items of approximately RMB1.2 million (equivalent to approximately HK$1.5 million) for the financial year ended 31 December 2012 and unaudited consolidated profits both before and after taxation and extraordinary items of approximately RMB12.7 million (equivalent to approximately HK$16.1 million) for the financial year ended 31 December 2013.

As disclosed above, the pre-sale launch of the Chengdu Project began in January 2014 and it is expected to gradually generate revenue from the sale of the properties from 2016 onwards. Therefore, the Company considers the Chengdu Project would enhance the overall profitability of the Group upon completion of sale and delivery of the properties to the buyers.

7.3 Cash position and working capital

Given the Buyback will be settled by the Group’s internal resources of US$49.00 (equivalent to approximately HK$380.00), it is expected that there would be no significant impacts on the cash position and working capital to the Group upon the completion of the Buyback.

For avoidance of doubt, Shareholders should note that the abovementioned financial effects to the Group are solely related to the financial effects upon the completion of the Buyback without taking into account the disposal of the 43.53% interest in the Target Company by SOCCP to an independent third party, as disclosed in the announcement of the Company dated 23 January 2014.

— 17 —

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

V. RECOMMENDATION

Having considered the abovementioned factors, we are of the view that the Buyback is in the ordinary and usual course of business of the Group, on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend to the Independent Shareholders to vote in favor of the Resolution to approve the Buyback at the SGM.

Yours faithfully, For and on behalf of

Investec Capital Asia Limited Jimmy Chung

Managing Director Corporate Finance

— 18 —

PROPERTY VALUATION REPORT

APPENDIX I

The following is the full text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with the valuation of the Property as at 31 December 2013.

==> picture [72 x 71] intentionally omitted <==

The Directors SOCAM Development Limited 34th Floor, Shui On Centre 6-8 Harbour Road Hong Kong

Savills Valuation and Professional Services Limited 23/F Two Exchange Square Central, Hong Kong T: (852) 2801 6100 F: (852) 2530 0756 EA Licence: C-023750 savills.com

12 March 2014

Dear Sirs,

RE: CENTROPOLITAN, NO. 139 SECTION 1 OF JIEFANG ROAD NORTH, JINNIU DISTRICT, CHENGDU, SICHUAN PROVINCE, THE PRC (THE “PROPERTY”)

In accordance with the instructions from SOCAM Development Limited (the “ Company ”) for us to value the Property held by Chengdu Xianglong Real Estate Co., Ltd. (the “ Project Company ”) in the People’s Republic of China (the “ PRC ”), we confirm that we have carried out an inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of value of the Property as at 31 December 2013 (the “ Valuation Date ”) for the purpose of incorporation in this circular.

BASIS OF VALUATION

Our valuation of the Property is our opinion of its market value which we would define as intended to mean “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

Market value is understood as the value of an asset or liability estimated without regard to costs of sale and purchase (or transaction) and without offset for any associated taxes or potential taxes.

— 19 —

PROPERTY VALUATION REPORT

APPENDIX I

Our valuation is prepared in compliance with Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in accordance with The HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors.

PROPERTY CATEGORIZATION AND VALUATION METHODOLOGY

The Property is held by the Project Company under development in the PRC. In the course of our valuation, we have valued the Property on the basis that it will be developed and completed in accordance with the latest development proposal provided by the Company. We have assumed that approvals for the proposal have been or will be granted without onerous conditions. In arriving at our opinion of value, we have adopted the direct comparison approach by making reference to the comparable sales evidence as available in the relevant markets and have also taken into account the construction costs that will be expended to complete the development to reflect the quality of the completed development.

TITLE INVESTIGATIONS

We have been provided with copies of extracts of the title documents relating to the Property. However, we have not searched the original documents to ascertain the existence of any amendments which do not appear on the copies handed to us. We have relied to a very considerable extent on information given by the Company and its PRC legal adviser, Zhong Lun Law Firm, regarding the title to the Property.

VALUATION CONSIDERATIONS AND ASSUMPTIONS

In the course of our valuation, we have relied to a considerable extent on information given by the Company and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, particulars of occupancy, development proposal, expended and outstanding construction costs, estimated completion date, floor and site areas, and all other relevant matters. Dimensions, measurements and areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore only approximations. We have not been able to carry out detailed on-site measurements to verify the correctness of the site and the floor areas of the Property and we have assumed that the site and the floor areas shown on the documents handed to us are correct. We have no reason to doubt the truth and accuracy of the information provided to us which is material to the valuation. We were also advised by the Company that no material facts have been omitted from the information provided. We consider that we have been provided with sufficient information to reach an informed view.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Property or for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

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PROPERTY VALUATION REPORT

APPENDIX I

SITE INSPECTION

We have inspected the Property. During the course of our inspection, we did not note any serious defects. However, no structural survey has been made. We are therefore unable to report that the Property is free of rot, infestation, or any other structural defects. No test has been carried out to any of the services. We have not carried out any site investigations to determine the suitability of the ground conditions and the services etc. for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period.

Site inspection was carried out on 22 January 2014 by our Ms. Susan Li (Assistant Manager), who is both a China Registered Real Estate Appraiser and a China Registered Land Valuer.

REMARKS

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

We enclose herewith our valuation certificate.

Yours faithfully, For and on behalf of

Savills Valuation and Professional Services Limited Anthony C K Lau MHKIS MRICS RPS(GP) Director

Note: Mr. Anthony C K Lau is a qualified surveyor and has over 21 years’ post-qualification experience in the valuation of properties in Hong Kong and the PRC.

— 21 —

PROPERTY VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Particulars of Property Description and tenure occupancy Centropolitan, The Property comprises three parcels of land As at the No. 139 Section 1 with a total net site area of approximately Valuation Date, of Jiefang Road North, 57,397.26 sq.m. (617,824 sq.ft.) being developed the Property is Jinniu District, into a large-scale development named under Chengdu, “Centropolitan”. The Property will be developed construction. Sichuan Province, in two phases. the PRC

Market value in existing state as at 31 December 2013

RMB2,353,000,000

The Property is located in Jinniu District of Chengdu, which is a well-developed district. Developments in the vicinity are dominated by high-rise residential developments. It takes about 15-minutes driving distance from the Property to the city centre.

According to the supplied development proposal, the Property will provide a mixture of residential, serviced apartment, office and retail uses. Kindergarten, community centre and car parks will be provided within the Property. Upon completion, the Property will have a planned total saleable gross floor area of approximately 407,691.82 sq.m. (4,388,394 sq.ft.). Breakdown of areas is listed as follows:

Use Residential Serviced Apartment Office Retail Car park Total	Approximate Saleable Gross Floor Area sq.m. sq.ft. 200,958.28 2,163,115 31,451.66 338,546 33,022.43 355,453 38,295.55 412,213 103,963.90 1,119,067 407,691.82 4,388,394	Approximate Saleable Gross Floor Area sq.m. sq.ft. 200,958.28 2,163,115 31,451.66 338,546 33,022.43 355,453 38,295.55 412,213 103,963.90 1,119,067 407,691.82 4,388,394
		4,388,394

The proposed development is scheduled for completion in 2016.

The land use rights of the Property have been granted for various terms (refer to Note 1) .

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PROPERTY VALUATION REPORT

APPENDIX I

Notes:

1. Pursuant to three State-owned Land Use Certificates issued by the Chengdu Land Resources Bureau dated 25 June 2010, the land use rights of the three parcels of land with a total site area of 57,397.26 sq.m. have been granted to the Project Company. Details of the certificates are listed as follows:

	Date of	Site Area
Certificate No.	Issuance	(sq.m.)	Usage	Expiry Date
Cheng Guo Yong (2010)	25 June 2010	51,197.15	Residential and	Residential: 18 May 2078
Di No. 556 (“Plot A”)			Commercial	Commercial: 18 May 2048
Cheng Guo Yong (2010)	25 June 2010	3,600.05	Education (Kindergarten)	18 May 2058
Di No. 557 (“Plot B”)
Cheng Guo Yong (2010)	25 June 2010	2,600.06	Public Facilities	18 May 2058
Di No. 558 (“Plot C”)			(Community Centre)

1. Pursuant to a Planning Permit for Construction Land — Di Zi Di No. 510106201020151 issued by the Chengdu Planning and Management Bureau dated 27 May 2010, the project on the Property with a site area of approximately 116,954.14 sq.m. (including net site area: 57,397.26 sq.m.; road: 19,069.71 sq.m.; landscape: 28,724.95 sq.m.; and others: 11,762.22 sq.m.) is in compliance with the urban planning requirements.

2. Pursuant to six Planning Permits for Construction Works — Jian Zi Di No. 510106201130483, 510106201230240, 510106201230455, 510106201330364, 510106201330365 and 51106201330367 issued by the Chengdu Planning and Management Bureau dated 8 December 2011, 16 July 2012, 28 December 2012, 18 November 2013, 18 November 2013 and 18 November 2013 respectively, the approved construction scale of various residential and office buildings (Building Nos. 1 — 12 and Office Towers A and B) and ancillary facilities is approximately 476,704.28 sq.m.

3. Pursuant to six Commencement Permits for Construction Works — Nos. 510101201203150401, 510101201211150101, 510101201302280201, 510101201312040201, 510101201312040301 and 510101201312040401 issued by the Chengdu Town and Rural Development Committee dated 15 March 2012, 15 November 2012, 28 February 2013, 4 December 2013, 4 December 2013 and 4 December 2013 respectively, the approved construction scale of the Property is approximately 476,704.28 sq.m.

4. Pursuant to the Pre-sale Permit — Cheng Fang Yu Shou Zhong Xin Cheng Qu Zi No. 10096 dated 24 December 2013, portion of the Property has been permitted for pre-sale.

5. As advised by the Company, the total construction cost expended as at the Valuation Date was approximately RMB723,000,000 and the estimated outstanding construction cost for completion of the Property was approximately RMB1,389,000,000. We have taken into account the aforesaid amounts in our valuation.

6. As advised by the Company, a portion of the Property with a total gross floor area of approximately 6,827.83 sq.m. has been pre-sold under various sales and purchase agreements at a total consideration of approximately RMB71,000,000. We have taken into account the said consideration in our valuation.

7. The market value of the Property as if completed as at the Valuation Date was approximately RMB4,874,000,000.

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PROPERTY VALUATION REPORT

APPENDIX I

1. As advised by the Company, the Property is subject to two mortgages. Details of the said mortgages are listed as follows:

2. i. according to the Other Rights Certificate — Cheng Ta Xiang (2012) No. 495, a mortgage has been registered on the land use rights of Plot A on 9 November 2012 to secure the repayment of a loan in the amount of RMB350,000,000 as provided by the Chengdu Branch of China Minsheng Banking Corporation Limited, and the term of the loan is from 6 November 2012 to 5 November 2015; and

3. ii. according to the Other Rights Certificate — Cheng Ta Xiang (2013) No. 215, a second mortgage has been registered on the land use rights of Plot A on 3 May 2013 to secure the repayment of a loan in the amount of RMB330,000,000 as provided by the Chengdu Branch of China Minsheng Banking Corporation Limited, and the term of the loan is from 10 April 2013 to 9 April 2018.

4. We have been provided with a legal opinion on the title to the Property issued by the Company’s PRC legal adviser, which contains, inter alia, the following information:

5. i. the Project Company legally owns the land use rights of the three parcels of land as well as the construction works in progress that is currently developed by the Project Company on the land;

6. ii. although the Project Company currently owns portions of the Property already sold, it is obligated to transfer the ownership of these sold portions to the relevant individual buyers in accordance with the relevant sale and purchase contracts;

7. iii. the Project Company is entitled to sell, lease, mortgage or otherwise dispose of the Property, subject to the relevant sale and purchase contracts and mortgages of the Property;

8. iv. the Property is subject to two mortgages; and

9. v. according to the Land Title Search Paper and the Written Statements and Confirmation, as of 24 February 2014, there is no seizure over the land use rights of the three parcels of land and the construction works in progress on the land.

— 24 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVES

At the Latest Practicable Date, the interests and short positions of the Directors and chief executives 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 (the “ Model Code ”) 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

Name of Director Mr. Lo Hong Sui, Vincent Mr. Choi Yuk Keung, Lawrence Mr. Wong Fook Lam, Raymond Mr. Wong Yuet Leung, Frankie	Number of ordinary shares in the Company Approximate percentage of the issued share capital of the Company Personal interests Family interests Other interests Total — 312,000 (Note 1) 234,381,000 (Note 2) 234,693,000 48.49% 540,000 — — 540,000 0.11% 32,000 — — 32,000 0.01% 3,928,000 — — 3,928,000 0.81%

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.

• (2) These shares were beneficially owned by Shui On Company Limited (“ SOCL ”). Of these 234,381,000 shares beneficially owned by SOCL, 220,148,000 shares were held by SOCL itself and 14,233,000 shares were held by Shui On Finance Company Limited (“ SOFCL ”), a 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.

— 25 —

GENERAL INFORMATION

APPENDIX II

(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 which	shares
		Subscription	share options	subject to the
	Date of	price per	outstanding are	share options
Name of Director	grant	share	exercisable	outstanding
		HK$
Mr. Choi Yuk Keung,	9-4-2009	7.63	9-10-2009 to 8-4-2014	250,000
Lawrence	9-4-2009	7.63	9-4-2012 to 8-4-2019	380,000
	12-4-2010	12.22	12-10-2010 to 11-4-2015	250,000
	12-4-2010	12.22	12-4-2013 to 11-4-2020	700,000
	23-6-2011	10.90	23-12-2011 to 22-6-2016	250,000
	28-7-2011	10.00	1-5-2015 to 27-7-2021	6,500,000
Mr. Wong Fook Lam,	12-4-2010	12.22	12-10-2010 to 11-4-2015	200,000
Raymond	12-4-2010	12.22	12-4-2013 to 11-4-2020	700,000
	23-6-2011	10.90	23-12-2011 to 22-6-2016	250,000
	28-7-2011	10.00	1-5-2015 to 27-7-2021	6,500,000
Mr. Wong Kun To,	12-4-2010	12.22	12-10-2010 to 11-4-2015	350,000
Philip	12-4-2010	12.22	12-4-2013 to 11-4-2020	1,050,000
	23-6-2011	10.90	23-12-2011 to 22-6-2016	400,000
	28-7-2011	10.00	1-5-2015 to 27-7-2021	10,800,000

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 executives 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 or short positions which were taken or deemed to have been taken under such provisions of the SFO) or the Model Code or which were required to be entered in the register required to be kept under section 352 of the SFO.

— 26 —

APPENDIX II

GENERAL INFORMATION

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 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 below, none of the Directors had any direct or indirect interest in any assets which had since 31 December 2012 (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:

• (a) Certain tenancy agreements were entered into between certain members of the Group as lessees and certain subsidiaries of SOCL (a company controlled by Mr. Lo) as lessors in respect of the leasing of certain office premises owned by the group companies of SOCL in Hong Kong and the PRC at an aggregate amount of rental and management fees of approximately HK$3 million for the year ended 31 December 2013 .

• (b) A commodity housing sale and purchase agreement was entered into between 北京啓夏房地產開發有限公司 (Beijing Qi Xia Real Estate Development Co., Ltd.*), a joint venture then owned as to 52.5% (and now owned as to 65%) by the Company and a subsidiary of the Company under the Listing Rules, as vendor and the spouse of Mr. Wong Kun To, Philip as purchaser in respect of the sale of a residential unit of a property project known as Beijing Centrium Residence located at Chaoyang District, Beijing, the PRC for a consideration of approximately RMB6.09 million. Further details have been set out in the announcement of the Company dated 6 August 2013.

• For identification purpose only

At the Latest Practicable Date, save as disclosed below, none of the Directors was a director or an 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

— 27 —

GENERAL INFORMATION

APPENDIX II

3. SERVICE CONTRACTS

At the Latest Practicable Date, none of the Directors had entered or proposed to enter into, with any member of the Group, a service contract which is not expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

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 pursuant to Rule 8.10 of the Listing Rules as set out below:

• (a) Mr. Lo Hong Sui, Vincent (“ Mr. Lo ”) is a director and the controlling shareholder of SOCL which, through its subsidiaries, including (among others) SOL, principally engages in property development and investment in the PRC.

• (b) Mr. Lo is a director of Great Eagle Holdings Limited which, through its subsidiaries, engages in (among others) property development and investment, trading of building materials and provision of maintenance services in Hong Kong and the PRC.

• (c) Mr. Choi Yuk Keung, Lawrence is a director of SOCL which, through its subsidiaries, including (among others) SOL, principally engages in property development and investment in the PRC.

• (d) Mr. Wong Yuet Leung, Frankie is a director of SOCL which, through its subsidiaries, including (among others) SOL, principally engages in property development and investment in the PRC.

• (e) Mr. Wong Kun To, Philip is a director of SOL which, through its subsidiaries, principally engages in property development and investment in the PRC.

As the Board is independent from the boards of directors of the aforesaid companies 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).

— 28 —

GENERAL INFORMATION

APPENDIX II

5. EXPERTS AND CONSENTS

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

Name Qualifications

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 Savills Professional property valuer Zhong Lun Law Firm PRC legal adviser

Investec, Savills and Zhong Lun Law Firm have given and have not withdrawn their respective written consents to the issue of this circular with the inclusion of their letters, reports and/or summary of their opinions (as the case may be) and references to their names in the form and context in which they respectively appear herein.

Investec, Savills and Zhong Lun Law Firm have confirmed that, at the Latest Practicable Date:

• (a) they 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) they did not have any direct or indirect interest in any assets which had since 31 December 2012 (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.

6. MATERIAL ADVERSE CHANGE

As disclosed in the announcement of the Company dated 15 January 2014, the Board expects that the Group will record a net loss for the financial year ended 31 December 2013, as compared to a net profit for the financial year ended 31 December 2012 (being the date to which the latest published audited consolidated financial statements of the Company were made up). The net loss for the financial year ended 31 December 2013 is mainly attributable to (i) lack of significant profit contribution from the property business as there was no major acquisition of special situation projects for development in the past two years amid plans to monetise our property portfolio to unlock value for Shareholders; (ii) sluggish sales of the Group’s luxury designer branded residence in Shanghai due to austerity measures on the PRC’s property market; (iii) lack of en-bloc sales of development projects; and (iv) the possible adjustment to the value of the Group’s investment in Lafarge Shui On Cement Limited to recognise the Group’s share of this cement joint venture’s losses for the past two years.

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GENERAL INFORMATION

APPENDIX II

7. 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 28 March 2014:

• (a) the Sale and Purchase Agreement;

• (b) the Shareholders Agreement; and

• (c) the share purchase agreement entered into on 17 June 2011 between Park Wealth Investments Limited (an indirect wholly-owned subsidiary of the Company) and PFL in relation to the disposal of the Sale Shares and the assignment of the corresponding amount of the shareholder’s loan owing to Park Wealth Investments Limited by the Target Company.

8. GENERAL

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

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NOTICE OF SPECIAL GENERAL MEETING

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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 Friday, 28 March 2014 at 9:30 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 Buyback (as defined in the circular of the Company dated 12 March 2014) be hereby approved; and

• (b) the directors of the Company be hereby authorised for and on behalf of the Company to execute any such documents, instruments and agreements and to do any such acts or things as may be deemed by such directors in their absolute discretion to be necessary, desirable or expedient to implement the Buyback.”

By Order of the Board SOCAM Development Limited Ng Lai Tan, Melanie Company Secretary

Hong Kong, 12 March 2014

Notes:

• (i) 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.

• For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

• (ii) 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 holding 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 adjournment thereof (as the case may be) should he/she so wish.

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

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