Long Investment Corp — Proxy Solicitation & Information Statement 2014

Jan 5, 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)

MAJOR TRANSACTION

Disposal of 80% Interest in Shenyang Project Phase II

A letter from the Board is set out on pages 4 to 12 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 Thursday, 23 January 2014 at 11:30 a.m. is set out on pages 29 and 30 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

6 January 2014

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I — FINANCIAL INFORMATION RELATING TO THE GROUP . . . . . .	13
APPENDIX II — PROPERTY VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . .	15
APPENDIX III — GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

— i —

DEFINITIONS

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

• “Adjustment Amount”

has the meaning given to it under the section “Consideration and payment terms” in the Letter from the Board;

• “Agreement”

the sale and purchase agreement dated 3 December 2013 entered into between the Vendor, the Purchaser and the Company in relation to the Disposal;

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

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

• “Board”

the board of Directors;

• “Business Day(s)”

a day other than a Saturday or Sunday on which banks are open for commercial business in Hong Kong;

• “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 Disposal;

• “Condition(s)” the condition(s) of the Agreement;

“Consideration” the aggregate consideration for the Disposal, being RMB1.168 billion (equivalent to approximately HK$1.476 billion), subject to an upward adjustment for the Adjustment Amount pursuant to the terms of the Agreement;

• “Deposit” has the meaning given to it under the section “Consideration and payment terms” in the Letter from the Board;

• “Directors” the directors of the Company;

“Disposal” the disposal of the Sale Shares, together with the assignment of the Existing Shareholder’s Loan to the Purchaser and settlement of the Project Company’s liabilities owing to the Vendor’s onshore affiliates pursuant to the terms of the Agreement;

“Existing Shareholder’s Loan” 80% of the shareholder’s loan due to the Vendor by the Target Company at the date of the Agreement in an aggregate amount of approximately RMB736.59 million (equivalent to approximately HK$931.05 million);

— 1 —

DEFINITIONS

“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;

“Jointly Controlled Account” a bank account maintained in the name of the Company, which is operated jointly by the authorised signatories nominated by each of the Purchaser and the Vendor and in place within five (5) Business Days after signing of the Agreement pursuant to the terms thereof; “Latest Practicable Date” 3 January 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; “Onshore Liabilities” the RMB equivalent of all the outstanding liabilities owed by the Project Company to the Vendor’s onshore affiliates at the date of Completion (including liabilities to be assumed by the Project Company for the termination of certain contracts previously entered into by the Project Company);

“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” 瀋陽中匯達房地產有限公司 (Shenyang Zhong Hui Da Real Estate Co., Ltd.*), a wholly-foreign owned enterprise organised under the laws of the PRC, which is a wholly-owned subsidiary of the Target Company and the sole owner of the Shenyang Project Phase II; “Purchaser” Clear Grand Limited, a company incorporated in the British Virgin Islands with limited liability; “Put Option” have the meanings given to them under the section “Put and and “Call Option” call options” in the Letter from the Board; “Resolution” the ordinary resolution to be proposed at the SGM as set out in the notice of the SGM on pages 29 and 30 of this circular; “RMB” Renminbi, the lawful currency of the PRC; “Savills” Savills Valuation and Professional Services Limited;

— 2 —

DEFINITIONS

“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 Disposal;
“Sale Shares”	the eight (8) ordinary shares of HK$1.00 each in the issued
	share capital of the Target Company, representing 80% of the
	issued share capital of the Target Company;
“Shareholder(s)”	holder(s) of the ordinary shares of HK$1.00 each in the issued
	capital of the Company;
“Shareholders’ Deed”	the shareholders’ deed to be entered into between the Vendor,
	the Purchaser and the Target Company upon Completion to
	govern the management and operation of the Target Group;
“Shenyang Project Phase II”	a “construction in progress” development located at Beiling
	Street, Huanggu District, Shenyang, Liaoning Province, the
	PRC;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Target Company”	Loyal Max Investments Limited, a company incorporated in
	Hong Kong with limited liability, which is a wholly-owned
	subsidiary of the Vendor at the date of this circular;
“Target Group”	the Target Company and the Project Company;
“US$”	United States dollars, the lawful currency of the United States
	of America;
“Vendor”	Broad Wise Limited, a company incorporated in the British
	Virgin Islands with limited liability and a wholly-owned
	subsidiary of the Company; and
“%”	per cent.

For the purpose of illustration only and unless otherwise stated, conversion of RMB into HK$ in this circular is based on the exchange rate of RMB1 = HK$1.264. Such conversion should not be construed as a representation that any amounts in RMB have been, could have been, or may be exchanged at the above rate or any other rates.

* For identification purpose only

— 3 —

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

6 January 2014

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION

Disposal of 80% Interest in Shenyang Project Phase II

INTRODUCTION

On 3 December 2013, the Board announced that the Vendor (a wholly-owned subsidiary of the Company), the Purchaser and the Company entered into the Agreement on 3 December 2013 pursuant to the terms and conditions of which, (i) the Vendor has agreed to sell and the Purchaser has agreed to acquire the Sale Shares, representing 80% of the entire issued share capital of the Target Company; (ii) the Vendor has agreed to assign and the Purchaser has agreed to assume the Existing

* For identification purpose only

— 4 —

LETTER FROM THE BOARD

Shareholder’s Loan, representing 80% of the shareholder’s loan due to the Vendor by the Target Company; and (iii) the Purchaser has agreed to settle the Project Company’s liabilities owing to the Vendor’s onshore affiliates, at a total Consideration of RMB1.168 billion (equivalent to approximately HK$1.476 billion), subject to an upward adjustment for the Adjustment Amount.

The purpose of this circular is to provide you with, among other things, (i) further particulars of the Disposal; (ii) the financial information relating to the Group; and (iii) a notice of the SGM.

THE AGREEMENT

Date

3 December 2013

Parties

• (1) Vendor: Broad Wise Limited, a wholly-owned subsidiary of the Company

• (2) Purchaser: Clear Grand Limited

• (3) Guarantor: the Company

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

Subject matters

Pursuant to the Agreement, (i) the Vendor has agreed to sell and the Purchaser has agreed to acquire the Sale Shares, representing 80% of the entire issued share capital of the Target Company; (ii) the Vendor has agreed to assign and the Purchaser has agreed to assume the Existing Shareholder’s Loan, representing 80% of the shareholder’s loan due to the Vendor by the Target Company; and (iii) the Purchaser has agreed to settle the Project Company’s liabilities owing to the Vendor’s onshore affiliates, subject to the terms and conditions as contained in the Agreement.

The principal asset of the Target Company is an investment in the Shenyang Project Phase II held via the Project Company. The Project Company is the sole owner of the Shenyang Project Phase II, a “construction in progress” development located at Beiling Street, Huanggu District, Shenyang, Liaoning Province, the PRC.

— 5 —

LETTER FROM THE BOARD

Consideration and payment terms

The total Consideration, subject to an upward adjustment for the Adjustment Amount, shall be RMB1.168 billion (equivalent to approximately HK$1.476 billion), which comprises the following:-

• (a) a sum of approximately RMB334.64 million (equivalent to approximately HK$422.98 million) for disposal of the Sale Shares;

• (b) a sum of approximately RMB736.59 million (equivalent to approximately HK$931.05 million) for assignment of the Existing Shareholder’s Loan on a dollar to dollar basis; and

• (c) a sum of approximately RMB96.77 million (equivalent to approximately HK$122.32 million) for settlement of all liabilities of the Project Company owing to the Vendor’s onshore affiliates as of 31 July 2013.

Pursuant to the terms of the Agreement, the Consideration shall be adjusted upward for 50% of the total liabilities of the Project Company owing to the Vendor’s onshore affiliates from 1 August 2013 to the date of Completion (such liabilities including those relating to development planning and design as well as those to be assumed by the Project Company for the termination of certain contracts previously entered into by the Project Company, estimated to be around RMB53.58 million (equivalent to approximately HK$67.73 million) in aggregate), which shall be capped at RMB26.50 million (equivalent to approximately HK$33.50 million) (the “Adjustment Amount”). The basis of such upward adjustment was determined following arm’s length negotiation between the Vendor and the Purchaser according to commercial decision.

The Consideration shall be settled in cash by the Purchaser in the following manner:-

• (a) Within five (5) Business Days after opening of the Jointly Controlled Account, a deposit in the HK$ or US$ equivalent of RMB116.80 million (equivalent to approximately HK$147.64 million) (the “Deposit”) shall be payable by the Purchaser to the Jointly Controlled Account.

• (b) On Completion:

• (i) the Deposit (after deducting bank charges) and all accrued interests thereon shall be released to the Vendor from the Jointly Controlled Account; and

• (ii) the balance of the Consideration together with the Adjustment Amount shall be paid onshore and offshore respectively as follows:

  • A. an amount equals to the total sum of the Onshore Liabilities shall be paid to the Project Company for immediate repayment to the Vendor’s onshore affiliates; and

  • B. the remaining amount shall be paid offshore, in HK$ or US$ equivalent, to the Vendor.

(For the purpose of this paragraph, “onshore” means the PRC and “offshore” means Hong Kong.)

— 6 —

LETTER FROM THE BOARD

The Consideration was arrived at after arm’s length negotiations between the Purchaser and the Vendor with reference to the property market value of the Shenyang Project Phase II amounting to approximately RMB1,850.00 million (equivalent to approximately HK$2,338.40 million), less the potential incremental tax liability arising from the difference between the Consideration and the carrying amount of the property recorded in the Project Company’s books of accounts amounting to approximately RMB380.00 million (equivalent to approximately HK$480.32 million).

As at the Latest Practicable Date, the Purchaser has paid the Deposit to the Jointly Controlled Account in accordance with the terms of the Agreement.

Conditions

Completion of the Disposal is conditional upon the fulfilment of the following Conditions:

• (a) the Project Company having obtained from the relevant government authorities the preliminary design approval (with maximum height of no less than 142 metres) as specified in the Agreement in respect of the P1 land plot of the Shenyang Project Phase II;

• (b) the Project Company having repaid all its borrowings in a total amount of RMB300.00 million (equivalent to approximately HK$379.20 million) and all mortgages in relation thereto having been released; and

• (c) the Company having obtained the necessary Shareholders’ approval in respect of the Agreement and the transactions contemplated thereunder pursuant to the requirements of the Listing Rules.

As at the Latest Practicable Date, the Condition under paragraph (a) above has been fulfilled.

The Group intends to repay all the Project Company’s borrowings of RMB300.00 million (equivalent to approximately HK$379.20 million) from its internal resources and the banking facilities available to the Group.

Completion

Completion shall take place on the third (3rd) Business Day after the date on which all of the Conditions are fulfilled or waived (except for the Condition under paragraph (c) above which cannot be waived) or on such other date as may be agreed in writing by the Vendor and the Purchaser in accordance with the terms of the Agreement.

— 7 —

LETTER FROM THE BOARD

In the event that any of the Conditions have not been fulfilled or waived by the Purchaser (where applicable) within two months after the execution of the Agreement (or such later date as may be agreed in writing by the Vendor and the Purchaser), either the Vendor or the Purchaser may terminate the Agreement, upon which the Vendor shall procure for the Deposit in the Jointly Controlled Account (after deducting bank charges) and all accrued interests thereon to be released and returned to the Purchaser as a full and final release of the obligations of each party to the Agreement.

Guarantee

Pursuant to the Agreement, the Company has agreed to guarantee the performance and discharge by the Vendor of all its obligations under the Agreement and to be jointly liable with the Vendor for such obligations.

THE SHAREHOLDERS’ DEED

In connection with the Disposal, the Vendor, the Purchaser and the Target Company will upon Completion enter into the Shareholders’ Deed to govern the management and operation of the Target Group. The principal terms of the Shareholders’ Deed include, amongst other things, the following:

Board representation

Pursuant to the Shareholders’ Deed, the board of directors of each company of the Target Group will comprise five members, four of which to be nominated by the Purchaser and one to be nominated by the Vendor. The chairman of the board of each company of the Target Group shall be a director designated by the Purchaser, who shall have a casting vote in case of equality of votes on matters to be decided by the board other than certain reserved matters as set out in the Shareholders’ Deed which shall be unanimously agreed by all shareholders of the Target Company.

Funding for the Shenyang Project Phase II

Pursuant to the terms of the Shareholders’ Deed, the Vendor is not obliged to make any form of contribution to the Project Company, and it will not participate in any profit distribution by the Project Company. All the funding requirements of the Project Company and the Shenyang Project Phase II shall be satisfied by the Purchaser solely. However, except with the consent of the Vendor, the shareholding interest of the Vendor in the Target Group must not in any event be diluted as a result thereof.

The Purchaser’s designated affiliate will act as project manager of the Shenyang Project Phase II to manage the development and operation of the project.

Restriction on transfer of shares

Except with the written consent of the other shareholder and subject to certain exceptions as set out in the Shareholders’ Deed, none of the shareholders of the Target Company shall sell, transfer or otherwise dispose of any of its shares in the Target Company.

— 8 —

LETTER FROM THE BOARD

Put and call options

At any time after the earlier of (i) the Project Company having obtained the pre-sale permit for the first phase of the Shenyang Project Phase II; and (ii) 18 months from the date of the Shareholders’ Deed, the Vendor shall have an option to require the Purchaser or its affiliate(s) to purchase all of its shares in and the shareholder’s loans owing to it by the Target Company (the “Put Option”) provided that the demolishment issue in relation to certain facilities owned by a third party occupying the border of the Shenyang Project Phase II having been resolved and all existing buildings on the project site having been demolished. The price, payable by the Purchaser to the Vendor on exercise of the Put Option, shall be determined based on the following formula:

RMB1.46 billion x 20%, plus interest income for a period of not more than 18 months from Completion calculated at the RMB benchmark deposit rate announced from time to time by the People’s Bank of China

If the Vendor fails to exercise the Put Option notwithstanding that the relevant conditions as mentioned above have been fulfilled, the Purchaser, may at any time after 18 months following the date of the Shareholders’ Deed, serve a written notice on the Vendor requiring it to sell to the Purchaser all of its shares in and the shareholder’s loan owing to it by the Target Company (the “Call Option”) at the same exercise price. To the best estimation of the Company, the exercise of the Put Option by the Vendor or the Call Option by the Purchaser, in aggregation with the Disposal under the Agreement, will not result in a change in the transaction classification of the Disposal under Chapter 14 of 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.

FINANCIAL INFORMATION ON THE TARGET GROUP

At 31 October 2013, the unaudited consolidated net assets of the Target Group were approximately RMB133.44 million (equivalent to approximately HK$168.67 million).

For the financial year ended 31 December 2011, the unaudited consolidated profits both before and after taxation and extraordinary items of the Target Group were approximately RMB45.70 million (equivalent to approximately HK$57.76 million).

For the financial year ended 31 December 2012, the unaudited consolidated losses both before and after taxation and extraordinary items of the Target Group were approximately RMB2.00 million (equivalent to approximately HK$2.53 million).

REASONS FOR AND BENEFITS OF THE DISPOSAL AND USE OF PROCEEDS

The Group intends to dispose of all of its interests in the Shenyang Project Phase II in two stages:

• (a) 80% interest upon Completion; and

• (b) 20% remaining interest through exercise of the Put Option upon the fulfilment of the conditions as mentioned in the section of “Put and call options” above.

— 9 —

LETTER FROM THE BOARD

The Company considers that the Disposal and the exercise of the Put Option contemplated under the Agreement will provide an opportunity for the Group to realise its entire investment in the Shenyang Project Phase II at the best possible value under the prevailing market conditions in the PRC. This forms part of the Company’s strategic monetisation plan for its property portfolio, as announced in March 2013 and disclosed in the Company’s 2012 annual report and 2013 interim report, to unlock value of the Group’s property assets and create maximum value for the Company and the Shareholders as a whole.

It is intended that the net proceeds of approximately RMB930.00 million (equivalent to approximately HK$1,175.52 million) from the Disposal after deducting the related costs and expenses for the Disposal will be used by the Group for general working capital purpose.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Agreement are normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.

FINANCIAL EFFECTS OF THE DISPOSAL

Earnings

The Group expects that there will be no material gain or loss arising from the Disposal when compared the proceeds from the Disposal against the aggregate of (i) the carrying value of the Group’s investment in the Target Group at 31 October 2013; (ii) the estimated costs to be incurred for the termination of certain contracts previously entered into by the Project Company; and (iii) the transaction costs for the Disposal.

Assets and liabilities

The major effects of the Disposal on the assets and liabilities of the Group are set out below:

• (i) a decrease of non-current assets and current assets of approximately HK$400.69 million and HK$1,453.04 million respectively, being the property carrying value of the Shenyang Project Phase II at 31 October 2013;

• (ii) a decrease of non-current liabilities of approximately HK$316.00 million, being the carrying value of the bank loan of the Project Company to be repaid before Completion;

• (iii) an increase of current assets of approximately HK$1,175.52 million, being the Consideration and the Adjustment Amount to be received from the Disposal less related costs and expenses for the Disposal as well as repayment of the Project Company’s bank loan; and

• (iv) an increase of non-current assets of approximately HK$369.09 million, being the fair value of the Group’s remaining 20% interest in the Target Group.

Upon Completion, the Group will hold 20% interest in the Target Group which will cease to be subsidiaries of the Company.

— 10 —

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.

The Vendor is a wholly-owned subsidiary of the Company and its principal activity is investment holding.

As far as the Company is aware after having made all reasonable enquires, the Purchaser is a company incorporated in the British Virgin Islands with limited liability and is principally engaged in investment holding activities.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules in respect of the Disposal is more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company, which is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best knowledge, information and belief of the Directors having made all reasonable enquires, no Shareholder has a material interest in the Disposal and thus no Shareholder will be required to abstain from voting on the Resolution in relation to the Disposal at the SGM.

The Disposal contemplated under the Agreement is subject to fulfilment of the Conditions and may or may not be materialised. Shareholders and investors are therefore advised to exercise caution when dealing in the shares of the Company.

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 Thursday, 23 January 2014 at 11:30 a.m. is set out on pages 29 and 30 of this circular. At the SGM, the Resolution will be proposed to approve, among others, the Disposal.

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 to be proposed at the SGM. An announcement of the voting results will be made after the SGM.

— 11 —

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the Disposal is on normal commercial terms and in the usual course of business of the Group, and that the terms and conditions of the Agreement are fair and reasonable and in the interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the Resolution to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to 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

— 12 —

APPENDIX I FINANCIAL INFORMATION RELATING TO THE GROUP

INDEBTEDNESS

Borrowings

At 31 October 2013, being the latest practicable date for the purpose of this statement of indebtedness, the Group had total borrowings amounting to approximately HK$9,142 million, details of which are as follows:

	HK$ million
Bank loans	8,998
Advances from joint ventures and associates	144
	9,142
Secured	4,609
Unsecured	4,533
	9,142

Mortgages and charges

At 31 October 2013, the Group’s secured borrowings were secured by certain of the Group’s bank deposits, investment properties, properties under development for sale, properties held for sale, and equity interests in certain subsidiaries and joint ventures.

Contingent liabilities

At 31 October 2013, the Group had the following material contingent liabilities:

• (a) Standby documentary credit arranged with a bank to secure a bank loan of RMB110 million (equivalent to approximately HK$139 million) granted to a subsidiary of an associate.

• (b) Effective share of guarantees issued in favour of banks amounting to HK$442 million to secure bank loans granted to certain joint ventures.

• (c) Effective share of a guarantee issued in favour of a joint venture (the “Joint Venture”, which was formed between an associate of the Company and an independent third party (the “Joint Venture Partner”)) and the Joint Venture Partner for an amount not exceeding RMB110 million (equivalent to approximately HK$139 million) in respect of certain of the Group’s payment obligations to the Joint Venture and the Joint Venture Partner.

— 13 —

APPENDIX I FINANCIAL INFORMATION RELATING TO THE GROUP

• (d) Guarantee issued in favour of a third party for a loan granted to a former wholly-owned subsidiary (the “Former Subsidiary”) with an outstanding amount of RMB542 million (equivalent to approximately HK$685 million). Both of the parent company of the acquirer and the acquirer of the Former Subsidiary have agreed to procure the repayment of the loan and agreed unconditionally to undertake and indemnify the Group for all losses as a result of the guarantee.

Other liabilities

Save as disclosed above and apart from intra-group liabilities and normal trade payables, at the close of business on 31 October 2013, the Group did not have any outstanding loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances, debentures, mortgages, charges, finance lease commitments, guarantees or other material contingent liabilities.

Material change

The Directors have confirmed that there has been no material change in the indebtedness or contingent liabilities of the Group since 31 October 2013.

WORKING CAPITAL

The Directors are of the opinion that taking into account the Group’s internal resources and available banking facilities, the Group has sufficient working capital for its present requirements for the next 12 months from the date of this circular.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Company embarked on a plan of monetisation of the Group’s property portfolio in March 2013, and will take advantage of the recently improved sentiment in the property market in the PRC to dispose of its property assets in an orderly manner to unlock value for Shareholders. The Company will also continue to pursue its exit strategy for its investment in Lafarge Shui On Cement Limited. On the other hand, the Company sees a healthy flow of public housing and other works projects from the Hong Kong Government, and is well poised to capture the market opportunities despite the competitive tendering environment, given that the Group’s construction operation has long been its core competence.

Against this background, the Group is cautiously optimistic on its areas of operations and business activities, albeit unforeseeable variations in its financial performance are unavoidable during the course of the monetisation of property assets and exit from cement investment.

— 14 —

APPENDIX II

PROPERTY VALUATION REPORT

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

==> 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

6 January 2014

Dear Sirs,

• RE: SHENYANG PROJECT PHASE II (LAND LOT NOS. 041213601-1, 041213601-2 AND 041213601-3), BEILING STREET, HUANGGU DISTRICT, SHENYANG, LIAONING PROVINCE, PRC (THE “PROPERTY”)

In accordance with your instructions for us to value the Property situated in the People’s Republic of China (the “PRC”) in which SOCAM Development Limited (hereinafter referred to as the “Company”) and its subsidiaries (hereinafter referred to as the “Group”) have interests, 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 October 2013 (“date of valuation”) for circular purpose.

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”.

In valuing the Property, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Our valuation is also prepared in accordance with the HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors.

— 15 —

PROPERTY VALUATION REPORT

APPENDIX II

PROPERTY CATEGORIZATION AND VALUATION METHODOLOGY

The Property is held by the Group for future development. In the course of our valuation, we have valued the Property by direct comparison approach assuming sale with the benefit of vacant possession in its existing state by making reference to comparable sales transactions as available in the relevant markets.

TITLE INVESTIGATION

We have been provided with copies of extracts of title documents relating to the Property in the PRC. However, we have not searched the original documents to verify ownership or to verify any amendments that may not appear on the copies handed to us. We have relied on the advice given by the Group and its PRC legal adviser, Dacheng Law Offices (大成律師事務所), regarding the title to the Property.

VALUATION CONSIDERATIONS AND ASSUMPTIONS

In the course of our valuation, we have relied to a very considerable extent on information given by the Group and have accepted advice given to us on such matters as planning approvals, statutory notices, easements, tenure, particulars of occupancy, operating incomes and expenses, site area and all other relevant matters. Dimensions, measurements and areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore only approximations. No on-site measurements have been made. We have had no reason to doubt the truth and accuracy of the information provided to us by the Group which is material to our valuation. We have also been advised by the Group that no material facts have been omitted from the information provided.

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

SITE INSPECTION

We have inspected the Property. Site inspection was conducted by our Mr. Liang Zhou, who is our property valuer, in December of 2013. 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 from rot, infestation or any other structural defect. No tests were carried out to any of the services. Moreover, we have not carried out investigations on site to determine the suitability of soil conditions and services for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no unexpected costs or delays will be incurred during the construction period.

— 16 —

PROPERTY VALUATION REPORT

APPENDIX II

REMARKS

Unless otherwise stated, all money amounts stated are in Renminbi.

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

— 17 —

PROPERTY VALUATION REPORT

APPENDIX II

VALUATION CERTIFICATE

			Market value in
		Particulars of	existing state as at
Property	Description and tenure	occupancy	31 October 2013
Shenyang Project Phase II	The Property comprises three parcels of land	The Property is	RMB1,850,000,000
(Land Lot Nos.	with a total site area of approximately 80,040.60	vacant.
041213601-1,	sq.m. (861,557 sq.ft.).
041213601-2 and
041213601-3),	The Property is situated at Beiling Street of
Beiling Street,	Huanggu District in Shenyang. The immediate
Huanggu District,	locality is a well-established residential area and
Shenyang,	predominated by domestic buildings of various
Liaoning Province,	ages and heights.
PRC
	As advised by the Group, the Property is
	planned to be developed into a large-scale
	commercial/ residential development. However,
	there is no finalized development plan in place
	for the Property.
	The land use rights of the Property have been
	granted for a term expiring on various terms for
	residential and other commercial uses (Please
	refer to Note 2 for details).

Notes:

1. Pursuant to the following Contracts for Grant of Land Use Rights entered into between Shenyang Plan and Land Resources Bureau and 瀋陽中匯達房地產有限公司 (Shenyang Zhong Hui Da Real Estate Co., Ltd.*) (the “Project Company”), a wholly-owned subsidiary of the Company, the land use rights of three parcels of land with a total site area of approximately 80,089.90 sq.m. have been granted to the Project Company. Details of the contracts are listed as follows:-

Land Plot No. Contract No. Date of Issue P1 2101012011A0031 (Land Lot No. 041213601-3) 9 May 2011 P2 2101012010A0027 (Land Lot No. 041213601-1) 22 March 2010 P3 2101012010A0069 (Land Lot No. 041213601-2) 21 July 2010 Total:	Site Area Construction Period Usage and Term (sq.m.) 26,170.40 From 9 May 2012 to 9 May 2015 Commercial: 40 years Residential: 50 years 39,935.80 From 18 September 2010 to 18 March 2013 Commercial: 40 years Residential: 50 years 13,983.70 From 21 January 2011 to 21 July 2013 Commercial: 40 years Residential: 50 years 80,089.90	Land Grant Fee (RMB) 301,221,304 459,661,058 160,952,387
		921,834,749

* For identification purpose only

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PROPERTY VALUATION REPORT

APPENDIX II

1. Pursuant to the following State-owned Land Use Certificates issued by the People’s Government of Shenyang dated between 29 April 2010 and 12 July 2012, the land use rights of three parcels of land with a total site area of 80,040.60 sq.m. have been granted to the Project Company. Detail of the certificates are listed as follows:-

Land Plot No. Certificate No. Date of Issue P1 Shen Yang Guo Yong (2012) Di No. 0080 (Land Lot No. 041213601-3) 12 July 2012 P2 Shen Yang Guo Yong (2010) Di No. 0066 (Land Lot No. 041213601-1) 29 April 2010 P3 Shen Yang Guo Yong (2010) Di No. 0193 (Land Lot No. 041213601-2) 19 November 2010 Total:	Site Area Usage Land Use Term Expiry Date (sq.m.) 26,170.40 Residential and Other Commercial Uses 8 May 2051 (Other Commercial Use) 8 May 2061 (Residential) 39,935.80 Residential and Other Commercial Uses 18 March 2050 (Other Commercial Use) 18 March 2060 (Residential) 13,934.40 Residential and Other Commercial Uses 18 March 2050 (Other Commercial Use) 18 March 2060 (Residential) 80,040.60

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

2. (i) the Project Company is the owner of the land use rights of the Property and it has obtained the initial registration for such land use rights;

3. (ii) the land use rights of Land Plot No. P2 are subject to a mortgage in favour of China Merchants Bank Co., Ltd., Shenyang Branch for a lending period expiring on 16 April 2017;

4. (iii) according to the advice from the Company and other relevant information, the land use rights of the Property are not subject to any seizures; and

5. (iv) the Project Company is entitled to transfer, let or mortgage the land use rights of the Property, provided that the requirements stated in the Contracts for Grant of Land Use Rights and the mortgage agreements have been fulfilled.

— 19 —

GENERAL INFORMATION

APPENDIX III

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.

— 20 —

APPENDIX III

GENERAL INFORMATION

• (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.

(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:

			Period during	Number of
			which share	shares subject
		Subscription	options	to the share
		price per	outstanding are	options
Name of Director	Date of grant	share	exercisable	outstanding
		HK$
Mr. Choi Yuk Keung,	9-4-2009	7.63	9-10-2009 to	250,000
Lawrence			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	700,000
			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
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	700,000
			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

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GENERAL INFORMATION

APPENDIX III

				Period during	Number of
				which share	shares subject
			Subscription	options	to the share
			price per	outstanding are	options
Name of Director	Date of grant		share	exercisable	outstanding
			HK$
Mr. Wong Kun To,	Philip	12-4-2010	12.22	12-10-2010 to	350,000
				11-4-2015
		12-4-2010	12.22	12-4-2013 to	1,050,000
				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

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.

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 Hong Sui, Vincent) 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 HK$3 million for the year ended 31 December 2013 .

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GENERAL INFORMATION

APPENDIX III

• (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 then joint venture owned as to 52.5% by the Company, 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	Position within
Name of Director	or 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 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. LITIGATION

At the Latest Practicable Date, there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

5. 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.

— 23 —

GENERAL INFORMATION

APPENDIX III

• (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 China Xintiandi Limited (a wholly-owned subsidiary of SOL) which, through its subsidiaries, engages in (among others) commercial property investment and asset management 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).

6. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the members of the Group within the two years immediately preceding the issue of this circular, which were or might be material:

• (a) a framework agreement dated 21 August 2012 entered into between (i) Shenyang Hua Hui Properties Co. Ltd. (“Shenyang Hua Hui”, a wholly-owned subsidiary of the Company which holds a property project known as Shenyang Project Phase I located at the Huanggu District, Shenyang, Liaoning Province, the PRC); (ii) Shanghai Shouhui Management Consultancy Co., Ltd. (“Shanghai Shouhui”, a wholly-owned subsidiary of the Company); and (iii) Ping An Life Insurance Company of China, Ltd. (“Ping An”) pursuant to which, among other things, Shanghai Shouhui agreed to sell to Ping An its entire equity interest in 瀋陽盛平投資管理有限公司 (Shenyang Shengping Investment Management Co., Ltd.*), a then wholly-owned subsidiary of the Company to which Shenyang Hua Hui would sell and deliver the property comprising 5th to 30th floors of the office tower of the Shenyang Project Phase I upon completion of the framework agreement, at a total consideration of approximately RMB555.3 million (subject to adjustment) upon and subject to the terms and conditions contained therein;

— 24 —

GENERAL INFORMATION

APPENDIX III

• (b) a master agreement dated 21 September 2012 entered into between, among others, Silver Reach Limited (“Silver Reach”, a then wholly-owned subsidiary of the Company, and now a joint venture owned as to 64.7% by the Company and a subsidiary of the Company under the Listing Rules) and Fancy Noble Limited (“Fancy Noble”) pursuant to which (a) Silver Reach agreed to acquire from Fancy Noble an option for acquiring 85% of the issued share capital of Best Surpass Limited (“Best Surpass”, which indirectly holds a residential plot of land known as “Lot 2011-280” located at the Wuqing District, Tianjin, the PRC (the “Wuqing Residential Project”) via a project company) and to assume 85% of the shareholder’s loan owing to Fancy Noble by Best Surpass and other onshore loans due by the subsidiaries of Best Surpass at a total consideration of approximately RMB217.9 million; and (b) Fancy Noble agreed to grant to Silver Reach a call option requiring Fancy Noble to sell, and Silver Reach agreed to grant to Fancy Noble a put option requiring Silver Reach to acquire, all the remaining 15% of the issued share capital of Best Surpass (the “15% Sale Shares”) at such exercise price which shall be equal to the higher of approximately RMB3.3 million and the fair market value of the 15% Sale Shares, upon and subject to the terms and conditions contained therein;

• (c) a supplemental guarantee restructuring deed dated 12 October 2012 and a second supplemental guarantee restructuring deed dated 16 December 2013 both entered into between the Company and China Cinda Asset Management Co., Ltd., Beijing Branch (“CCAM”) whereby CCAM agreed not to demand the fulfilment of the Company’s guaranteed obligations under the corporate guarantee dated 2 April 2007 entered into by the Company in favour of the original lending bank for a loan granted to Beijing ZhongTian HongYe Real Estate Consulting Co., Ltd. (a former wholly-owned subsidiary of China Central Properties Limited, which was previously an associate of the Company and, since June 2009, has become a wholly-owned subsidiary of the Company) in an outstanding principal amount of approximately RMB542 million, which was subsequently acquired by CCAM, for one year up to 18 October 2013 which was extended for further one year up to 18 October 2014 in consideration of the Company paying compensation fees in a total amount up to approximately RMB107 million to CCAM subject to the terms and conditions as contained therein;

• (d) a shareholders deed dated 16 October 2012 entered into between the Company, Wealth Frame Limited (“Wealth Frame”, a wholly-owned subsidiary of the Company), Needham Fortune Ltd. (“Needham”), PGR Asian Real Estate Fund, L.P. (“PGR”) and Silver Reach pursuant to which (a) Needham agreed to subscribe for 35.3% shares in the enlarged issued share capital of Silver Reach at par value of US$1.00 each of the shares; (b) both Wealth Frame and Needham agreed to provide, in proportion to their shareholdings in Silver Reach, shareholder’s loans to Silver Reach in an aggregate amount of approximately HK$19.5 million and HK$10.6 million respectively and to the project company holding the Wuqing Residential Project in an aggregate amount of approximately RMB147.6 million and RMB80.5 million respectively; and (c) each of Wealth Frame and Needham shall have an option to require the other to purchase all of its shares in and shareholder’s loans owing to it by Silver Reach at fair market value, upon and subject to the terms and conditions contained therein;

— 25 —

GENERAL INFORMATION

APPENDIX III

• (e) a placing agreement dated 17 December 2012 entered into between New Rainbow Investments Limited (“New Rainbow”, a wholly-owned subsidiary of the Company) as vendor, the Company as warrantor and UBS AG, Hong Kong Branch (“UBS”) as placing agent pursuant to which New Rainbow agreed to sell and UBS agreed to place 120,621,145 shares of SOL to investors at a price of HK$3.60 per share, upon and subject to the terms and conditions contained therein;

• (f) an equity transfer agreement dated 28 February 2013 entered into between (i) Wealth Frame and Mr. Li Qiaozi as vendors; (ii) Nimble Group Limited and 廣州敏宇房地產有限公司 (Guangzhou Minyu Real Estate Co., Ltd.) as purchasers pursuant to which the purchasers agreed to (a) purchase the Group’s 100% beneficial interest (with 95% held indirectly by Wealth Frame and 5% held by Mr. Li Qiaozi on the Group’s behalf) in 廣州市番禺廣鋁實業有限公司 (Guangzhou Panyu Guanglv Industrial Co., Ltd.), which holds two parcels of industrial land located at the Panyu District, Guangzhou, the PRC; and (b) settle the related liabilities owing to the Group and an independent third party, at a total consideration of RMB300 million (subject to adjustment) upon and subject to the terms and conditions contained therein;

• (g) a framework agreement dated 4 October 2013 (as supplemented by three supplemental agreements dated 11 November 2013, 19 November 2013 and 16 December 2013 respectively) entered into between Win Lead Holdings Limited (“Win Lead”, a joint venture owned as to 50% by the Company, and a subsidiary of the Company under the Listing Rules), Full Elite Investments Limited (“Full Elite”, a wholly-owned subsidiary of Win Lead), 中金佳成(天津)房地產投資中心 (有限合夥) (CICC Jiacheng (Tianjin) Real Estate Investment Centre, LP) (“CICC Jiacheng”), 鋒尚資本管理有限公司 (Tiptop Investment Co., Ltd.) and 江蘇九西建設發展有限公司 (Jiangsu Jiuxi Construction Development Co., Ltd.*) (“Jiangsu Jiuxi”, which holds three parcels of land located at the Jiangning District, Nanjing, the PRC for development into a residential and commercial property project) pursuant to which, among other things, Full Elite agreed to (a) acquire 65% equity interest in Jiangsu Jiuxi from CICC Jiacheng; and (b) procure its affiliate to enter into a loan agreement with Jiangsu Jiuxi and an independent financial institution for the provision of a loan to Jiangsu Jiuxi for repayment in full of the shareholder’s loan together with interest accrued thereon owing to CICC Jiacheng by Jiangsu Jiuxi, at a total consideration of RMB330 million (subject to adjustment) upon and subject to the terms and conditions contained therein; and

• (h) the Agreement.

• For identification purpose only

— 26 —

GENERAL INFORMATION

APPENDIX III

7. EXPERT AND CONSENT

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

Name Qualifications Savills Professional property valuer

Savills 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.

Savills 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 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.

8. GENERAL

• (a) The company secretary of the Company is Ms. Ng Lai Tan, Melanie, an Associate of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (b) The principal share registrar and the transfer office of the Company is HSBC Securities Services (Bermuda) Limited, 6 Front Street, Hamilton HM 11, Bermuda.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The head office and principal place of business of the Company in Hong Kong is at 34th Floor, Shui On Centre, 6-8 Harbour Road, Hong Kong.

• (e) The English text of this circular shall prevail over the Chinese text, in case of any inconsistency.

— 27 —

GENERAL INFORMATION

APPENDIX III

9. 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 23 January 2014:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the annual reports of the Company for each of the two years ended 31 December 2011 and 31 December 2012 and the interim report of the Company for the period ended 30 June 2013;

• (c) the material contracts referred to in the section headed “Material Contracts” in paragraph 6 of this appendix;

• (d) the written consent referred to in the section headed “Expert and Consent” in paragraph 7 of this appendix;

• (e) the property valuation report from Savills as set out in appendix II to this circular; and

• (f) this circular.

— 28 —

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 Thursday, 23 January 2014 at 11:30 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 entering into of the Agreement (as defined in the circular of the Company dated 6 January 2014 (the “Circular”), a copy of which is tabled at the meeting and marked “A” and signed by the chairman of this meeting for identification purpose) and the transactions contemplated thereunder, including (among others) the granting of the Call Option (as defined in the Circular) to the Purchaser (as defined in the Circular), and the implementation thereof be hereby approved, ratified and confirmed; 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 incidental to, ancillary to or in connection with the Agreement and the transactions contemplated thereunder.”

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

Hong Kong, 6 January 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

— 29 —

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 adjourned meeting 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.

— 30 —