Mao Geping Cosmetics Co., Ltd. — Proxy Solicitation & Information Statement 2018

May 24, 2018

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 a stockbroker or other licensed securities dealer, a bank manager, solicitor, professional accountant or other independent adviser.

If you have sold or transferred all your Shares in Great Wall Pan Asia Holdings Limited , you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

==> picture [47 x 46] intentionally omitted <==

==> picture [220 x 34] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

MAJOR TRANSACTION IN RELATION TO

ACQUISITION OF PATROL HALL 12 LIMITED INDIRECTLY OWNING KWAI FONG PLAZA

All capitalised terms used in this circular shall have the meanings set out in the section headed “Definitions” on pages 1 to 5 of this circular.

A letter from the Board containing details of the Acquisition is set out on pages 6 to 13 of this circular.

In case of any inconsistency between the English version and the Chinese version of this circular, the English version shall prevail.

* For identification purpose only

25 May 2018

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
**Letter from the **	Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		6
Appendix I	–	Financial Information of the Group. . . . . . . . . . . . . . . . . . .	I-1
Appendix II	–	Accountant’s Report of Patrol Hall 12 Group. . . . . . . . . . .	II-1
Appendix III	–	Management Discussion and Analysis of Patrol Hall 12
		Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	–	Unaudited Pro Forma Financial Information of the
		Enlarged Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Appendix V	–	Valuation Report on Kwai Fong Plaza. . . . . . . . . . . . . . . . .	V-1
Appendix VI	–	General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VI-1

– i –

DEFINITIONS

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

• “Acquisition”

• the acquisition of the Sale Shares and the Sale Loan in accordance with the terms of the Call Option Deed;

• “Advance”

• the sum (not exceeding HK$743,000,000) advanced by GWPA Property to the JVCo, as disclosed in the JV Investment Circular, and the actual amount of which is HK$725,051,488;

• “Announcement”

• the announcement of the Company dated 11 May 2018 in respect of the Acquisition;

• “associate(s)”

• has the meaning as ascribed to it under the Listing Rules;

• “Bank Borrowings”

the outstanding bank borrowings (including outstanding principal and interests accrued) owed by Ray Glory under a term loan facility in an aggregate amount equal to HK$901,657,000 granted by a licensed bank in Hong Kong for financing in part the costs of Ray Glory’s acquisition of Kwai Fong Plaza from the Seller and the related costs and expenses;

• “Board”

• the board of Directors;

• “BVI”

• the British Virgin Islands;

• “Bye-Laws”

• the Bye-Laws of the Company, as amended from time to time;

• “Call Option”

• the option granted to GWPA Property to purchase the Sale Shares and the Sale Loan;

• “Call Option Deed”

• the deed dated 22 February 2018 entered into between the JVCo and GWPA Property under which the JVCo granted the Call Option in favour of GWPA Property in accordance with the Shareholders Agreement;

• “Call Option Notice”

• the notice dated 11 May 2018 issued by GWPA Property to the JVCo for the exercise of the Call Option;

– 1 –

DEFINITIONS

• “Company”

• “Completion”

• “Completion Date”

• “connected person”

• “controlling shareholder”

• “Director(s)”

• “Enlarged Group”

• “Group”

• “Great Wall International”

• “Great Wall International Shareholder’s Loan”

• “GW Holding (BVI)”

“GWPA PIL”

Great Wall Pan Asia Holdings Limited (長城環亞控股有 限公司)*, an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board (Stock Code: 583);

• the completion of the sale and purchase of the Sale Shares and the assignment of the Sale Loan pursuant to the exercise of the Call Option;

• the date of the Completion as shall be designated by GWPA Property by notice to the JVCo in accordance with the Call Option Deed;

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

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

• (a) director(s) of the Company;

the Group as enlarged by the Acquisition;

the Company and its subsidiaries from time to time;

China Great Wall AMC (International) Holdings Company Limited (中國長城資產(國際)控股有限公司), a company incorporated under the laws of Hong Kong with limited liability and a controlling shareholder of the Company;

the unsecured shareholder’s loan of HK$4,130,000,000 (or in equivalent United States dollars) granted by Great Wall International to the Group, which bears interest at Hong Kong Interbank Offered Rate plus 1.9% per annum and shall be repayable 60 months after the first drawdown, as disclosed in the JV Investment Circular;

Great Wall Pan Asia (BVI) Holding Limited, a limited liability company incorporated in the BVI and a direct wholly-owned subsidiary of Great Wall International;

Great Wall Pan Asia Property Investment Limited (長城 環亞置業投資有限公司), a limited liability company incorporated in the BVI and a direct wholly-owned subsidiary of the Company;

– 2 –

DEFINITIONS

• “GWPA Property” GWPA Property I Holding Limited, a limited liability company incorporated in the BVI and a wholly-owned subsidiary of the Company;

• “HK$” Hong Kong dollar, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “JVCo” Everwell City Limited, a limited liability company incorporated in the BVI which carries on the business of acquiring, holding, managing, developing or disposing of the Portfolio Assets in accordance with the Shareholders Agreement, an associated company of the Company;

• “JV Group” the JVCo and its subsidiaries from time to time;

• “JV Investment”

• the acquisition of investment interests in the JVCo by GWPA Property, including subscription of equity capital of the JVCo, the provision of the Contribution (as defined in the JV Investment Circular) and the provision of the Advance in accordance with the Shareholders Agreement, as disclosed in the JV Investment Circular;

• “JV Investment Circular” the Company’s circular dated 30 December 2017 in respect of the JV Investment;

• “Kwai Fong Plaza”

• the various commercial, car parking and associated areas (known as Kwai Fong Plaza) within Kwai Fong Estate at 177 Hing Fong Road, Kwai Chung, New Territories, Hong Kong, further details of which are set out in the JV Investment Circular;

• “Latest Practicable Date”

• 23 May 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular;

• “Listing Rules”

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

• “Main Board”

• the Main Board of the Stock Exchange;

– 3 –

DEFINITIONS

• “Model Code” the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules;

• “Patrol Hall 12” Patrol Hall 12 Limited, a limited liability company incorporated in the BVI on 7 November 2017 and a direct wholly-owned subsidiary of Patrol Link 12;

• “Patrol Hall 12 Group” collectively, Patrol Hall 12 and its sole wholly-owned subsidiary, Ray Glory;

• “Patrol Link 12” Patrol Link 12 Limited, a limited liability company incorporated in the BVI on 7 November 2017 and an indirect wholly-owned subsidiary of the JVCo;

• “percentage ratios” has the meaning ascribed to it in Rule 14.07 of the Listing Rules;

• “Portfolio Assets” the assets in the portfolio of 17 Hong Kong commercial properties and shopping centres, plazas and carparks purchased by the JV Group from the Seller, further particulars of which are contained in the JV Investment Circular;

• “Purchase Price” the sum of HK$725,051,488, being the consideration for the Sale Shares and the Sale Loan;

• “Ray Glory” Ray Glory Limited (頂煌有限公司), a limited liability company incorporated in Hong Kong on 26 October 2017 and a direct wholly-owned subsidiary of Patrol Hall 12;

• “Sale Loan”

• all of the shareholder’s loan/indebtedness owed by Patrol Hall 12 to Patrol Link 12 at Completion;

• “Sale Shares” the entire issued shares in the share capital of Patrol Hall 12, currently owned by Patrol Link 12;

• “Seller”

• the seller (a real estate investment trust listed on the Main Board) of the Portfolio Assets to the JVCo;

• “SFC”

• the Securities and Futures Commission of Hong Kong;

– 4 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong) (as amended, supplemented or
	otherwise modified from time to time);
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company;
“Shareholder(s)”	holder(s) of Share(s) from time to time;
“Shareholders Agreement”	the Shareholders Agreement dated 28 November 2017
	entered into between, among other persons, GWPA
	Property and the JVCo in connection with the JVCo, as
	amended and supplemented from time to time;
“sq ft”	square foot or square feet;
“sq m”	square metres;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited; and
“%”	per cent.

– 5 –

LETTER FROM THE BOARD

==> picture [47 x 46] intentionally omitted <==

==> picture [220 x 33] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

Executive Directors

Mr. Ou Peng (Chairman and Chief Executive Officer) Mr. Meng Xuefeng (Deputy Chief Executive Officer)

Non-executive Directors

Mr. Huang Hu Ms. Lv Jia

Independent Non-executive Directors

Dr. Song Ming Dr. Sun Mingchun Mr. Woo Chin Wan

Registered Office Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Head Office and Principal Place of Business in Hong Kong Units 6507-6510, 65/F. The Center 99 Queen’s Road Central Hong Kong

25 May 2018

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF PATROL HALL 12 LIMITED INDIRECTLY OWNING KWAI FONG PLAZA

1. BACKGROUND TO THE ACQUISITION

Reference is made to the Announcement in relation to the Acquisition.

It was announced that, on 22 February 2018, the JVCo and GWPA Property (a wholly-owned subsidiary of the Company) entered into the Call Option Deed, under which the Call Option was granted by the JVCo to GWPA Property in accordance with the Shareholders Agreement. The exercise of the Call Option would entitle GWPA Property to purchase the Sale Shares (representing the entire issued shares of Patrol Hall 12) and the Sale Loan (representing all of the shareholder’s loan owed by Patrol Hall 12). Patrol Hall 12, through Ray Glory, owns Kwai Fong Plaza.

* For identification purpose only

– 6 –

LETTER FROM THE BOARD

On 11 May 2018 (after trading hours), GWPA Property exercised the Call Option for the purchase of the Sale Shares and the Sale Loan.

As the highest applicable percentage ratio calculated in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for the Company which is subject to notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, and as far as the Company is aware, no Shareholders is materially interested in the Call Option, the Acquisition and the transactions contemplated thereunder. No Shareholder would be required to abstain from voting if the Company were to convene a general meeting for approving the Acquisition. GW Holding (BVI), which is directly interested in 1,174,018,094 Shares, representing approximately 74.89% of the total issued share capital of the Company, has given its unconditional written approval to the Acquisition in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules prior to the publication of the Announcement.

The purposes of this circular are to provide the Shareholders with, among others, (i) the requisite information in relation to the Acquisition and the relevant transactions contemplated thereunder; (ii) the financial information of the Group; (iii) the accountant’s report of Patrol Hall 12 Group for the periods ended 31 December 2017 and 28 February 2018; (iv) the unaudited pro forma financial information of the Enlarged Group illustrating the effect of the Acquisition on the financial position of the Group as if the Acquisition had been completed on 31 December 2017; (v) management discussion and analysis of Patrol Hall 12 Group; (vi) the valuation report on Kwai Fong Plaza and other information as required under the Listing Rules.

2. DATE AND PARTIES

On 11 May 2018 (after trading hours), GWPA Property exercised the Call Option by issuing the Call Option Notice to the JVCo. GWPA Property has designated GWPA PIL, a direct wholly-owned subsidiary of the Company, to take up the Sale Shares and the Sale Loan on Completion.

Except for the fact that GWPA Property has entered into the Shareholders Agreement with, among other persons, the JVCo as disclosed in the JV Investment Circular, to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the JVCo and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

3. ASSETS

The assets being the subject of the Acquisition comprise:

• the Sale Shares, representing the entire issued shares of Patrol Hall 12; and

• the Sale Loan, representing all of the shareholder’s loan owed by Patrol Hall 12 to its immediate holding company, Patrol Link 12, at Completion.

– 7 –

LETTER FROM THE BOARD

The Call Option Notice issued by GWPA Property constitutes a binding agreement for the sale and purchase of the Sale Shares and the Sale Loan between the parties to the Call Option Deed.

Patrol Hall 12 is the sole shareholder of Ray Glory, whose sole material assets are the property interests held in Kwai Fong Plaza. Through the acquisition of Patrol Hall 12 pursuant to the exercise of the Call Option, the Group will effectively acquire Kwai Fong Plaza indirectly.

4. PURCHASE PRICE

The Purchase Price payable for the Sale Shares and the Sale Loan is HK$725,051,488. At Completion, GWPA Property shall set off the Purchase Price against the Advance in the equivalent amount pursuant to the Call Option Deed, upon which the Advance shall be deemed satisfied and repaid in full.

As disclosed in the JV Investment Circular, the amount of the Advance committed by GWPA Property would not exceed HK$743,000,000. The actual amount of the Advance provided to the JVCo by GWPA Property is HK$725,051,488.

The amount of the Purchase Price is agreed at arm’s length after commercial negotiations between the JVCo and GWPA Property. The Purchase Price is determined primarily based on the costs of acquisition of Kwai Fong Plaza by the JV Group (including the related costs and expenses such as stamp duties incurred for its acquisition and the exercise of the Call Option) minus the Bank Borrowings of approximately HK$901,657,000, which will remain after Completion. In agreeing to the Purchase Price, the Directors have also taken into account other factors including the reasons for and benefits of the Acquisition set out below and the market value of Kwai Fong Plaza valued by an independent property valuer engaged by the Group as disclosed in the JV Investment Circular.

5. COMPLETION

Completion has been made conditional upon approval by the Shareholders under Chapter 14 of the Listing Rules.

Completion will take place on the business day immediately after expiry of 14 days from the date of the notice issued by GWPA Property for such purposes or such other date as the parties to the Call Option Deed may agree, but in any event, Completion shall take place not later than six (6) months from the date of such notice or such longer period as the parties may agree. Completion is expected to take place by June 2018.

GWPA Property has designated GWPA PIL, a direct wholly-owned subsidiary of the Company, to take up the Sale Shares and the Sale Loan on Completion.

– 8 –

LETTER FROM THE BOARD

Upon Completion, both Patrol Hall 12 and Ray Glory will become wholly-owned subsidiaries of the Company and their financial results will be fully consolidated into the financial statements of the Group.

6. INFORMATION ON PATROL HALL 12, RAY GLORY AND KWAI FONG PLAZA

Patrol Hall 12 is an indirect wholly-owned subsidiary of the JVCo. Patrol Hall 12 and its sole wholly-owned subsidiary, Ray Glory, are investment holding companies. The material asset of Patrol Hall 12 is Ray Glory. Other than the acquisition and holding of interests in Kwai Fong Plaza, Ray Glory had no other material business operations since its incorporation.

Financial Information of Patrol Hall 12 Group

Set out below are certain audited consolidated financial information of Patrol Hall 12 Group for the period from 7 November 2017 (date of incorporation of Patrol Hall 12) to 31 December 2017 and for the period from 1 January 2018 to 28 February 2018:

						For the period
						from 7 November
						2017 (date of	For the period
						incorporation of	from 1 January
						Patrol Hall 12) to	2018 to
						31 December	28 February
Item						2017	2018
						(HK$)	(HK$)
						(Audited)	(Audited)
Consolidated	net	loss	before	and	after
taxation						44,175	35,108

The audited consolidated net liabilities of Patrol Hall 12 Group as at 31 December 2017 and as at 28 February 2018 amounted to HK$44,167 and HK$79,275, respectively. The shareholder’s loan outstanding from Patrol Hall 12 to Patrol Link 12 as at 28 February 2018 stood at HK$725,051,480.

Kwai Fong Plaza is one of the Portfolio Assets acquired by the relevant subsidiaries of the JVCo from the Seller on 28 February 2018. Kwai Fong Plaza is located in a mixed residential and industrial area, comprising private and public residential developments and a cluster of industrial buildings. The total internal floor area of Kwai Fong Plaza is approximately 5,323.67 sq m (retail portion: 4,641.95 sq m; fresh market: 677.91 sq m; ancillary: 3.81 sq m). The development comprises:

• a 2-storey commercial and car park complex consisting of various shop units, a car park and a fresh market;

– 9 –

LETTER FROM THE BOARD

• various shop units on the ground floor of Kwai Kin House and an enclosed area on the first floor of Kwai Oi House;

• a stand-alone 6-storey car parking building;

• a stand-alone 8-storey car parking building with a management office on portion of the ground floor and recreational area on the roof; and

• various open car parks, loading/unloading spaces and associated areas scattered over Kwai Fong Estate.

The market value of Kwai Fong Plaza as at 26 February 2018 was valued at approximately HK$1,602,000,000 by an independent property valuer engaged by the Group.

As disclosed on pages II-13 and II-14 of Appendix II to this circular, the audited book value of Kwai Fong Plaza as at 28 February 2018 (being the date of completion of the acquisition of the Portfolio Assets from the Seller) is HK$1,607,860,488.

7. FINANCIAL EFFECTS

Upon Completion, both Patrol Hall 12 and Ray Glory will become indirectly whollyowned subsidiaries of the Company, and their financial results, assets and liabilities will be consolidated into the Group’s financial statements.

The unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group as set out in Appendix IV to this circular is prepared as if Completion had taken place on 31 December 2017 to illustrate the effect of the Acquisition.

Assets and liabilities

Based on the unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group as set out in Appendix IV to this circular (as if the Acquisition had been completed on 31 December 2017), (i) the consolidated total assets of the Group would have increased from approximately HK$3,363 million to approximately HK$6,666 million on a pro forma basis; (ii) the consolidated total liabilities of the Group would have increased from approximately HK$1,473 million to approximately HK$4,777 million on a pro forma basis; and (iii) the consolidated net assets of the Group would have slightly decreased from approximately HK$1,890 million to approximately HK$1,889 million on a pro forma basis.

Further details of the financial effect of the Acquisition on the assets and liabilities of the Enlarged Group together with the basis in preparing the unaudited pro forma financial information are set out in Appendix IV to this circular.

– 10 –

LETTER FROM THE BOARD

Earnings

Upon Completion, rental income generated from Kwai Fong Plaza will become revenue of the Enlarged Group and it is expected that the Acquisition would enhance the Enlarged Group’s development in property industry and broaden its earnings base. In addition, Kwai Fong Plaza will be accounted for as investment property of the Enlarged Group and will be subject to annual fair value assessment. Any fair value change of Kwai Fong Plaza will also be recognised in the profit or loss of the Enlarged Group.

Further details of the financial effect of the Acquisition on the earnings of the Enlarged Group together with the basis in preparing the unaudited pro forma financial information are set out in Appendix IV to this circular.

8. REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is principally engaged in (i) property investment business and (ii) provision of financial services.

The Board is of the view that the Acquisition will bring the following key benefits to the Group:

(1) Well-established property with promising outlook

Built in 2000, Kwai Fong Plaza is a relatively new property among the Portfolio Assets, of which the decorations and facilities have been enhanced after the renovation in 2009. At present, Kwai Fong Plaza is overall in a good condition and enjoys excellent accessibility, being within five minutes walking distance to Kwai Fong Station of the Mass Transit Railway, with entrance drawing passengers to and from the station; another Mass Transit Railway station, Kwai Hing Station, is also situated at about five minutes’ walking distance from Kwai Fong Plaza. Developments in the vicinity comprise public rental housing blocks within Kwai Fong Plaza, private residential developments such as Kwai Chung Plaza and New Kwai Fong Gardens etc. and some medium/high rise residential/commercial composite buildings. There is also a cluster of industrial buildings located on the southeastern side of Kwai Fong Plaza. These provide Kwai Fong Plaza with a more steady and positive prospect in the years to come.

(2) Diversify investment property portfolio with a steady income stream

The Board believes that the Acquisition would constitute an important step of the Group towards diversification of its investment property portfolio. Kwai Fong Plaza has strong occupancy rate and a diversified tenant portfolio, of which the occupancy rate at 30 September 2017 and 31 March 2017 was 94.1% and 95.5%, respectively. This offers a stable and attractive rental income stream for the Company after Completion. Kwai Fong Plaza has a high quality tenant mix that features both local and multinational tenants, which will further enhance the overall quality of the tenants of the investment property portfolio of the Group.

– 11 –

LETTER FROM THE BOARD

(3) The Acquisition is consistent with the Group’s development plans and growth strategy

As stated in the JV Investment Circular, in order to generate favourable investment returns to the Shareholders, the Group continues to enhance its potential long-term growth by, among others, proactively seeking different investment opportunities in the property segment. The Acquisition is a significant opportunity for the Group to expand its own property portfolio, and to consolidate the continuing development of its principal business activities in property sector. The addition of Kwai Fong Plaza to the Group’s property portfolio through the Acquisition will enable the Group to gain an immediate retail presence, thus improving its existing position and potential for further development within the property industry in Hong Kong in the long term. The Acquisition is consistent with the Group’s development plans and growth strategy.

(4) Full consolidation of financial results of Patrol Hall 12 and Ray Glory

Upon Completion, both Patrol Hall 12 and Ray Glory will become wholly-owned subsidiaries of the Company. Their financial results will be fully consolidated into that of the Group, which would create additional source of revenue and bring direct contributions to the profits of the Group as a whole.

The Directors believe that the terms of the Acquisition are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Acquisition is carried out as one of the Group’s principal activities in property investment business. The Company intends that Kwai Fong Plaza will continue in its existing use for leasing purposes in the foreseeable future. To continue generating stable rental income for the Group, the Group will coordinate with the manager (who is responsible for the daily operation and management of Kwai Fong Plaza) to formulate development and strategic plans to optimise the tenant mix and maximize the occupancy rate of and rental income from Kwai Fong Plaza.

9. LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio calculated in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction for the Company which is subject to notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, and as far as the Company is aware, no Shareholder is materially interested in the Call Option, the Acquisition and the transactions contemplated thereunder. No Shareholder would be required to abstain from voting if the Company were to convene a general meeting for approving the Acquisition. GW Holding (BVI), which is directly interested

– 12 –

LETTER FROM THE BOARD

in 1,174,018,094 Shares, representing approximately 74.89% of the total issued share capital of the Company, has given its unconditional written approval to the Acquisition in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules prior to the publication of the Announcement.

10. RECOMMENDATIONS

Although no general meeting will be convened for approving the Acquisition, the Directors (including the independent non-executive Directors) believe that the Acquisition and transactions contemplated thereunder are fair and reasonable and are in the best interests of the Company and the Shareholders as a whole. Accordingly, if the general meeting were convened for approving the Acquisition, the Directors would have recommended the Shareholders to vote in favour of the Acquisition.

11. ADDITIONAL INFORMATION

Your attention is also drawn to the additional information as set out in the appendices to this circular.

Yours faithfully,

For and on behalf of the Board of

Great Wall Pan Asia Holdings Limited Ou Peng Chairman

– 13 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. AUDITED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the year ended 31 December 2017 have been set out in the 2017 Annual Report of the Company which was posted on 24 April 2018 on the Stock Exchange’s website (http://www.hkexnews.hk), from pages 104 to 195. Please also see below quick link to the 2017 Annual Report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2018/0424/LTN20180424437.pdf

The audited consolidated financial statements of the Group for the year ended 31 December 2016 have been set out in the 2016 Annual Report of the Company which was posted on 26 April 2017 on the Stock Exchange’s website (http://www.hkexnews.hk), from pages 99 to 180. Please also see below quick link to the 2016 Annual Report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0426/LTN20170426355.pdf

The audited consolidated financial statements of the Group for the year ended 31 December 2015 have been set out in the 2015 Annual Report of the Company which was posted on 25 April 2016 on the Stock Exchange’s website (http://www.hkexnews.hk), from pages 90 to 169. Please also see below quick link to the 2015 Annual Report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0425/LTN20160425275.pdf

2. UNAUDITED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP FOR THE SIX MONTHS ENDED 30 JUNE 2017

The unaudited consolidated financial statements of the Group for the six months ended 30 June 2017 have been set out in the 2017 Interim Report of the Company which was posted on 12 September 2017 on the Stock Exchange’s website (http://www.hkexnews.hk), from pages 25 to 52. Please also see below quick link to the 2017 Interim Report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0912/LTN20170912245.pdf

3. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 March 2018, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Enlarged Group had aggregate outstanding borrowings of approximately HK$5,605,180,000, comprising bank borrowings of approximately HK$940,466,000 of which approximately HK$890,674,000 was secured by the investment property and a restricted cash deposit of Patrol Hall 12 Group, and unsecured borrowings from controlling shareholder of approximately HK$3,939,663,000, as well as an unsecured amount due to the immediate holding company of Patrol Hall 12 Group of approximately HK$725,051,000. The amount due to the immediate holding company of Patrol Hall 12 Group will be set off against the Advance upon Completion.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

As at the close of business on 31 March 2018, the Enlarged Group did not have any material contingent liabilities.

Save as disclosed above and apart from intra-group liabilities and normal trade payables in the ordinary course of the business, the Enlarged Group did not have any other outstanding borrowings, mortgages, charges, debentures, loan capital and overdraft, debt securities or other similar indebtedness, finance leases or hire purchase commitment, liabilities under acceptances or acceptance credits or any guarantees or other material contingent liabilities at the close of business on 31 March 2018.

4. WORKING CAPITAL

The Directors are of the opinion that, after due and careful enquiry and taking into account the financial resources available to the Enlarged Group, including the internally generated funds, cash flows from operations, bank borrowings and the Great Wall International Shareholder’s Loan, the Enlarged Group has sufficient working capital to satisfy its present requirements for at least the next 12 months from the date of this circular.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Board was not aware of any material adverse change in the financial or trading position or outlook of the Group since 31 December 2017, the date to which the latest published audited consolidated financial statements of the Group were made up.

6. FINANCIAL AND BUSINESS PROSPECTS

The Group is principally engaged in (i) property investment business and (ii) provision of financial services.

With the earnest efforts of the Group’s management and each operation team, the Group focused on the development of its existing businesses and has achieved considerable progress in 2017 with remarkable growth in revenue and operating profit, which lays a solid foundation for our future development.

The Directors believe that the Acquisition as a whole represents a strategic step for the Group to create a meaningful presence in the Hong Kong property market and will improve its existing position and potential for further development within the property industry in Hong Kong in the long term.

– I-2 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Looking ahead, in the complicated and constantly changing macro-economic environment with fierce competition, the Group aims to deliver steady business growth and strive for success. While committing to achieve continuous growth in the business scale and scope by promoting the synergy and interconnection between its investment business and licensed businesses, the Group will continue to identify suitable investment and business development opportunities prudently and thoroughly, to explore potential projects and to acquire good quality assets, so as to ensure the delivery of continuing profitability while maintaining our strong cash position.

The Board believes that, with extensive market experience, clear strategic vision and proven execution capabilities, the Group will continue to enhance its competitiveness and profitability, thereby generating favourable investment returns to our shareholders.

– I-3 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

The following is the text of a report set out on pages II-1 to II-2, received from the Company’s reporting accountant, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

==> picture [67 x 49] intentionally omitted <==

ACCOUNTANT’S REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE DIRECTORS OF GREAT WALL PAN ASIA HOLDINGS LIMITED

Introduction

We report on the historical financial information of Patrol Hall 12 Limited (the “Target”) and its subsidiary (together, the “Target Group”) set out on pages II-3 to II-19, which comprises the consolidated and company statements of financial position as at 31 December 2017 and 28 February 2018, and the consolidated statements of comprehensive income, the consolidated statements of changes in equity and the consolidated statements of cash flows for the period from 7 November 2017 (date of incorporation of the Target) to 31 December 2017 and the two months ended 28 February 2018 (the “Track Record Period”) and a summary of significant accounting policies and other explanatory information (together, the “Historical Financial Information”). The Historical Financial Information set out on pages II-3 to II-19 forms an integral part of this report, which has been prepared for inclusion in the circular of Great Wall Pan Asia Holdings Limited (the “Company”) dated 25 May 2018 (the “Circular”) in connection with the proposed acquisition of the Target by the Company.

Directors’ responsibility for the Historical Financial Information

The directors of the Company are responsible for the preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in Note 2.1 to the Historical Financial Information, and for such internal control as the directors determine is necessary to enable the preparation of Historical Financial Information that is free from material misstatement, whether due to fraud or error.

The consolidated financial statements of the Target Group for the Track Record Period (“Underlying Financial Statements”), on which the Historical Financial Information is based, were prepared by the directors of the Company based on the previously issued consolidated financial statements of the Target Group for the Track Record Period. The directors of the Target are responsible for the preparation of the previously issued consolidated financial statements of the Target Group that gives a true and fair view in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”), and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

– II-1 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

Reporting accountant’s responsibility

Our responsibility is to express an opinion on the Historical Financial Information and to report our opinion to you. We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 200, Accountants’ Reports on Historical Financial Information in Investment Circulars issued by the HKICPA. This standard requires that we comply with ethical standards and plan and perform our work to obtain reasonable assurance about whether the Historical Financial Information is free from material misstatement.

Our work involved performing procedures to obtain evidence about the amounts and disclosures in the Historical Financial Information. The procedures selected depend on the reporting accountant’s judgement, including the assessment of risks of material misstatement of the Historical Financial Information, whether due to fraud or error. In making those risk assessments, the reporting accountant considers internal control relevant to the entity’s preparation of Historical Financial Information that gives a true and fair view in accordance with the basis of preparation set out in Note 2.1 to the Historical Financial Information in order to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Our work also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the Historical Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Historical Financial Information gives, for the purposes of the accountant’s report, a true and fair view of the financial position of the Target as at 31 December 2017 and 28 February 2018 and the consolidated financial position of the Target Group as at 31 December 2017 and 28 February 2018 and of its consolidated financial performance and its consolidated cash flows for the Track Record Period in accordance with the basis of preparation set out in Note 2.1 to the Historical Financial Information.

Report on matters under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

Adjustments

In preparing the Historical Financial Information, no adjustments to the Underlying Financial Statements have been made.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 25 May 2018

– II-2 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

I. HISTORICAL FINANCIAL INFORMATION OF THE TARGET GROUP

Preparation of Historical Financial Information

Set out below is the Historical Financial Information which forms an integral part of this accountant’s report.

The Underlying Financial Statements, on which the Historical Financial Information is based, were audited by PricewaterhouseCoopers in accordance with Hong Kong Standards on Auditing issued by the HKICPA.

The Historical Financial Information is presented in HK dollars except when otherwise indicated.

– II-3 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Note ASSETS Non-current assets Investment property 4 Prepayment and deposits 5 Restricted cash 9 Current assets Prepayment and deposits Amount due from immediate holding company 10 Cash and bank balances Total assets LIABILITIES Current liabilities Amount due to immediate holding company 10 Other payables Non-current liabilities Bank loan 9 Total liabilities EQUITY Share capital 7 Accumulated losses Total deficit Total liabilities and deficit	As 31 December 2017 HK$ – 274,498,030 – 274,498,030 - - - - - - - - - - - - - - – 219,650 – 219,650 274,717,680 274,682,022 79,825 274,761,847 – 274,761,847 - - - - - - - - - - - - - - 8 (44,175) (44,167) - - - - - - - - - - - - - - 274,717,680	at 28 February 2018 HK$ 1,607,860,488 – 6,424,314 1,614,284,802 - - - - - - - - - - - - - - 75,152 – 1,048,471 1,123,623 1,615,408,425 725,051,480 79,825 725,131,305 890,356,395 1,615,487,700 - - - - - - - - - - - - - - 8 (79,283) (79,275) - - - - - - - - - - - - - - 1,615,408,425

– II-4 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

STATEMENTS OF FINANCIAL POSITION

Note ASSETS Non-current assets Investment in a subsidiary 8 Amount due from a subsidiary 10 Total assets LIABILITIES Current liabilities Amount due to immediate holding company 10 Total liabilities EQUITY Share capital 7 Total equity Total liabilities and equity	As 31 December 2017 HK$ 1 274,682,029 274,682,030 - - - - - - - - - - - - - - 274,682,030 274,682,022 274,682,022 8 8 - - - - - - - - - - - - - - 274,682,030	at 28 February 2018 HK$ 1 725,051,487
		725,051,488 - - - - - - - - - - - - - - 725,051,488
		725,051,480
		725,051,480 8
		8 - - - - - - - - - - - - - - 725,051,488

– II-5 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Note Other income Operating expenses Loss before taxation Tax expense 11 Loss and total comprehensive income for the period	For the period from 7 November 2017 (date of incorporation) to 31 December 2017 HK$ – (44,175) (44,175) – (44,175)	For the period from 1 January 2018 to 28 February 2018 HK$ 13 (35,121) (35,108) – (35,108)

– II-6 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Note Balance at 7 November 2017 (date of incorporation) Issuance of share capital 7 Total comprehensive income for the period Balance at 31 December 2017 and 1 January 2018 Total comprehensive income for the period Balance at 28 February 2018	Share capital HK$ – 8 – 8 – 8	Accumulated losses HK$ – – (44,175) (44,175) (35,108) (79,283)	Total HK$ – 8 (44,175) (44,167) (35,108) (79,275)

– II-7 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities Loss before taxation Change in working capital: Increase in prepayment and deposits Increase in other payables Net cash generated from operating activities Cash flows from investing activities Acquisition of investment property Net cash used in investing activities Cash flows from financing activities Issuance of share Net amount due to immediate holding company Increase in restricted cash Proceeds from bank loan Borrowing cost from bank loan Net cash generated from financing activities Net change in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period	For the period from 7 November 2017 (date of incorporation) to 31 December 2017 HK$ (44,175) – 79,825 35,650 ----------------- (274,498,030) (274,498,030) ----------------- 8 274,462,372 – – – 274,462,380 ----------------- – – –	For the period from 1 January 2018 to 28 February 2018 HK$ (35,108) (75,152) – (110,260) ----------------- (1,333,362,458) (1,333,362,458) ----------------- – 450,589,108 (6,424,314) 901,656,556 (11,300,161) 1,334,521,189 ----------------- 1,048,471 – 1,048,471

– II-8 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

II. NOTES TO THE HISTORICAL FINANCIAL INFORMATION

1 GENERAL INFORMATION

Patrol Hall 12 Limited (the “Target”) is a limited liability company incorporated in the British Virgin Islands. The address of its registered office is Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands.

The Target’s ordinary share is directly wholly-owned by Patrol Link 12 Limited and indirectly wholly-owned by Everwell City Limited, where both companies are incorporated in the British Virgin Islands. The directors consider Patrol Link 12 Limited as the immediate holding company and Everwell City Limited as the ultimate holding company of the Target.

The principal activity of the Target is property investment. The Target has no employees.

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of Historical Financial Information are set out below. These policies have been consistently applied for the period presented, unless otherwise stated.

2.1 Basis of preparation

The Historical Financial Information of the Target have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”), issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

The Historical Financial Information have been prepared on a going concern basis and under the historical cost convention, as modified by the revaluation of investment property.

As at 31 December 2017 and 28 February 2018, the Target Group had net liabilities of HK$44,167 and HK$79,275 respectively. The immediate holding company, Patrol Link 12 Limited, has confirmed that it will not request repayment of the amount of HK$274,682,022 and HK$725,051,480 due to it as at 31 December 2017 and 28 February 2018 respectively until the Target Group is financially capable of doing so. As such, as of 31 December 2017 and 28 February 2018, the Target Group is able to meet its liabilities as they fall due and to continue its operations in the foreseeable future.

The preparation of Historical Financial Information in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Target’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Historical Financial Information are disclosed in Note 3.

New standards and interpretations not yet adopted

There are no HKFRSs or HK(IFRIC) interpretations that are not yet effective that would be expected to have a material impact on the Target.

2.2 Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Target Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Target’s functional currency is Hong Kong dollars (“HK$”) and the financial statements are presented in Hong Kong dollars, the Target’s presentation currency.

– II-9 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

2.3 Subsidiaries

2.3.1 Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to 31 December 2017.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Except for acquisitions under common control as described in Note 2(c), the Group uses the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis. Non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other components of non-controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by HKFRS.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, noncontrolling interest recognised and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the statement of comprehensive income.

Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

Interests in subsidiaries in the Company’s balance sheet are accounted for at cost less accumulated impairment losses. Cost includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.

Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill.

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an

– II-10 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

2.3.2 Separate financial statements

Investment in a subsidiary is accounted for at cost less impairment. Cost includes direct attributable costs of investment. The result of subsidiary is accounted for by the Company on the basis of dividend received and receivable. Impairment testing of the investment in subsidiary is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill.

2.4 Investment property

Investment property is property that are held to earn rentals or for capital appreciation or both. Investment property is measured initially at costs, including directly attributable transaction costs. Directly attributable transaction costs include, for example, professional fees for legal services, property transfer taxes and other transaction costs. After initial recognition, investment property is carried at fair values, with changes in fair values recognised in the profit or loss. The method used to determine the fair value of the investment property are set out in Note 6.6 to the consolidated financial statements.

Subsequent expenditure on an investment property is included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Target Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are expensed in the consolidated statement of comprehensive income.

2.5 Provisions and contingent liabilities

Provisions are recognised when the Target Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Target Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the Historical Financial Statements. When a change in the probability of an outflow occurs so that outflow is probable, it will then be recognised as a provision.

2.6 Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for amounts that are settled or expected to be settled more than 12 months after the end of the reporting period. These are classified as non-current assets.

Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of loans and receivables is established when there is objective evidence that the Target will not be able to collect amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the assets is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income.

2.7 Share capital

Ordinary shares are classified as equity where there is no obligation to transfer cash and other assets.

– II-11 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

2.8 Payables

Payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

2.9 Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised as finance cost over the period of the borrowings using the effective interest method when appropriate.

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Target Group has an unconditional right to defer settlement of the liability for at least 12 months after the date of the statement of financial position.

2.10 Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Target or the counterparty.

2.11 Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. The Target recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the Target’s activities. Interest income is recognised in the statement of comprehensive income using the effective interest method.

2.12 Expenses

Expenses are accounted for on an accrual basis.

2.13 Current and deferred income tax

The tax expense for the period comprises current and deferred income tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

(a) Current income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Target operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

(b) Deferred income tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or a liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

– II-12 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Target Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For the purposes of measuring deferred tax for investment properties that are measured using the fair value model, such properties’ value are presumed to be recovered through sale.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

(c) Offsetting

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current income tax assets against current income tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same tax authority.

2.14 Cash and bank balances

In the statement of cash flows, cash and cash equivalents include cash in hand and deposits held at call with banks with original maturities of three months or less, and bank overdrafts.

3 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

Estimates and judgments are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Management makes estimates and assumptions concerning the future. The resulting accounting estimates may not equal the related actual results. The estimates and assumptions that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Fair value of investment property

The fair value of investment properties was calculated using valuation technique. When reviewing the fair value, management makes reference to related information such as recent transactions of similar property in the market.

The valuation is reviewed by an independent professionally qualified valuer, who holds a relevant recognised professional qualification and has recent experience in the locations and segments of the investment property being valued. The qualified valuer considers the information from a variety of sources including but not limited to (i) comparable sales transactions as available in the relevant market and (ii) rental income derived from the existing tenancies with due provision for any reversionary income potential. Management considers that the purchase cost of the investment property is approximately its fair value as at 28 February 2018.

4 INVESTMENT PROPERTY

Group

At beginning of the period Additions Capitalised expenses At end of the period	For the period from 7 November 2017 (date of incorporation) to 31 December 2017 HK$ – – – –	For the period from 1 January 2018 to 28 February 2018 HK$ – 1,481,293,000 126,567,488
		1,607,860,488

– II-13 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

Ray Glory Limited, a wholly-owned subsidiary of the Group, had entered into a sales and purchase agreement with Link Properties Limited (the “seller”) on 28 November 2017. In accordance with the sales and purchase agreement, the seller would sell an investment property located in New Territories in Hong Kong to Ray Glory Limited, with a consideration of HK$1,481,293,000. The transaction has been completed on 28 February 2018. As at 28 February 2018, the fair value of the investment property is HK$1,607,860,488.

5 PREPAYMENT AND DEPOSITS

Group

Deposits for acquisition of investment property Prepayment of expenses	As at 31 December 2017 HK$ 148,129,300 126,368,730 274,498,030	As at 28 February 2018 HK$ – 75,152
		75,152

6 FINANCIAL RISK MANAGEMENT

6.1 Financial risk factors

The Target’s activities expose it to a variety of financial risks: market risk (including currency risk, price risk and interest rate risk), credit risk and liquidity risk.

Risk management is carried out by management which identifies, evaluates and moderates financial risks in close co-operation with the Target’s operating units.

6.2 Market risk

(a) Currency risk

The Target’s transactions, assets and liabilities are mainly denominated in Hong Kong dollars which is the Target’s functional currency. The Target is therefore not exposed to currency risk.

(b) Price risk

The Target has no significant assets and liabilities exposed to price risk. Accordingly, sensitivity analysis on price risk is not presented.

(c) Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will fluctuate because of changes in market interest rates. The Target Group has no significant interest-bearing assets and liabilities except for bank loan as at 28 February 2018. It is estimated that a general increase/decrease of 50 basis points in interest rates, with all other variables held constant, would increase/decrease the Target Group’s profit for the period ended 28 February 2018 and total equity as at 28 February 2018 by approximately HK$74,109.

6.3 Credit risk

The Target’s credit risk is primarily attributable to the investment deposit and cash at bank. The Target believes credit risk associated with investment deposit and cash at bank to be minimal, as the deposit is held at Link Properties Limited with a credit rating of A2 as rated by Moody’s at 31 December 2017 and 28 February 2018. The cash at bank is held with a reputable financial institution.

– II-14 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

6.4 Liquidity risk

The table below analyses the financial liabilities of the Target into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amount, as the impact of discounting is not significant.

Group At 31 December 2017 Amounts due to immediate holding company Accruals and other payables At 28 February 2018 Amounts due to immediate holding company Bank loan Accruals and other payables Company At 31 December 2017 Amounts due to immediate holding company At 28 February 2018 Amounts due to immediate holding company	On demand HK$ 274,682,022 – 274,682,022 725,051,480 – – 725,051,480 274,682,022 725,051,480 725,051,480	Less than 1 year HK$ – 79,825 79,825 – – 79,825 79,825 – – –	2 to 5 years HK$ – –
			–
			– 1,012,560,312 –
			1,012,560,312
			–
			–
			–

6.5 Capital risk management

The Target’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns to the shareholders and benefits to other stakeholders, and to provide capital for the investment activities of the Target.

– II-15 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

6.6 Fair value estimation

The Target Group’s investment property is measured at fair value. The Target Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The resultant value of investment property were Level 3 in the fair value hierarchy as defined in HKFRS 13 “Fair value measurement”.

Information about significant unobservable inputs in Level 3 valuation

			Range
	Valuation	Unobservable	As at	As at
	techniques	inputs	31 December 2017	28 February 2018
Investment	Income capitalisation	Capitalisation rate	–	3% – 4%
property	approach
		Rental rate	–	HK$40 – HK$50
				per square feet

Movement in Level 3 of the fair value hierarchy

Group

Opening balance Acquisition of investment property (Note 4) Closing balance	As at 31 December 2017 – – –	As at 28 February 2018 – 1,607,860,488
		1,607,860,488

7 SHARE CAPITAL

	**As at 31 December **	2017	**As at 28 February **	2018
	Number of		Number of
	shares	HK$	shares	HK$
Ordinary share, issued and
fully paid:
Ordinary share	1	8	1	8

– II-16 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

8 SUBSIDIARY

Particulars of the Target’s subsidiary at 31 December 2017 and 28 February 2018 is as follows:

	Place of	Nominal value of issued	Proportion held	Proportion held	Nature of
Company name	incorporation	share capital	Direct	Indirect	business
Ray Glory Limited	Hong Kong	HK$1	100%	–	Property
					investment

9 BANK LOAN

Group

Bank loan as at period end includes: – Secured bank loan – Less: arrangement fee At end of the period	As at 31 December 2017 28 February 2018 HK$ HK$ – 901,656,556 – (11,300,161) – 890,356,395

In accordance with the loan agreement entered into by Ray Glory Limited (“Ray Glory”), a wholly-owned subsidiary of the Target and a financial institution in Hong Kong (the “Financial Institution”) on 22 February 2018, the Financial Institution would provide a banking facility of maximum amount of HK$936,656,556 to Ray Glory. As at 23 February 2018, Ray Glory has drawn down HK$901,656,556 from the banking facility. The tenor of the bank loan is 36 months, the interest rate is HIBOR + 1.85%, payable at the maturity date of the bank loan.

At 28 February 2018, Ray Glory has pledged an investment property with fair value of HK$1,607,860,488 and a cash deposit of HK$6,424,314 to the Financial Institution, as a collateral of the bank loan.

10 RELATED-PARTY TRANSACTIONS

Parties are considered to be related if the Target Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operation decisions, or vice versa, or where the Target Group and the party subject to common control or common significant influence. Related parties may be individuals or other entities.

Save for disclosed elsewhere in the Historical Financial Information, the Target Group had the following balances with related parties in the normal course of business as follows:

(a) Intercompany balances

Group Amount due from immediate holding company Amounts due to immediate holding company Company Amounts due from subsidiary Amounts due to immediate holding company	As at 31 December 2017 HK$ 219,650 274,682,022 274,682,029 (274,682,022)	As at 28 February 2018 HK$ – 725,051,480 725,051,487 (725,051,480)

– II-17 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

The amount due from/(to) subsidiary/immediate holding company are unsecured, non-interest bearing and repayable on demand. The directors of the Target do not expect the amounts to be payable within 12 months from the period end date.

11 TAX EXPENSE

No tax expense has been provided as the Target Group has no assessable profits for the periods ended 31 December 2017 and 28 February 2018.

			For the period from
		**7 **	November 2017 (date	For the period from
			of incorporation) to	1 January 2018 to
			31 December 2017	28 February 2018
			HK$	HK$
Tax	expense		–	–

The income tax for the periods can be reconciled to the loss before income tax per the consolidated statement of comprehensive income as follows:

Loss before income tax Tax at Hong Kong Profits Tax rate of 16.5% Tax effect of tax losses not recognised Income tax credit	For the period from 7 November 2017 (date of incorporation) to 31 December 2017 HK$ (44,175) (7,289) 7,289 –	For the period from 1 January 2018 to 28 February 2018 HK$ (35,108)
		(5,793) 5,793
		–

As at 31 December 2017 and 28 February 2018, deferred tax asset of HK$7,289 and HK$13,082 derived from the accumulated tax loss of HK$7,289 and HK$5,793 for the period ended 31 December 2017 and 28 February 2018 respectively have not been recognised respectively as the future economic benefits inflow is uncertain.

12 DIRECTORS’ EMOLUMENTS

No director of the Target received or would receive any fees or emoluments in respect of his services to the Target during the periods ended 31 December 2017 and 28 February 2018.

During the periods, no emoluments, retirement benefits, payments or benefits in respect of termination of directors’ services were paid or made, directly or indirectly, to the directors; nor are any payable. No consideration was provided to or receivable by third parties for making available directors’ services. There are no loans, quasi-loans or other dealings in favour of the directors, their controlled bodies corporate and connected entities.

No director of the Target had a material interest, directly or indirectly, in any significant transactions, arrangements and contracts in relation to the Target’s business to which the Target was or is a party that subsisted at the end of the periods or at any time during the periods.

– II-18 –

ACCOUNTANT’S REPORT OF PATROL HALL 12 GROUP

APPENDIX II

13 NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

This section sets out the movements in net debt for each of the periods presented.

As at 7 November 2017 (date of incorporation) Cash (outflow)/inflow As at 31 December 2017 and 1 January 2018 Cash inflow As at 28 February 2018	Amount due to immediate holding company HK$ – (219,650) (219,650) 219,650 –	Amount due to immediate holding company HK$ – 274,682,022 274,682,022 450,369,458 725,051,480	Bank loan due after 1 year HK$ – –
			– 890,356,395
			890,356,395

III. SUBSEQUENT FINANCIAL STATEMENTS

No audited financial statements have been prepared by the Target or its subsidiary in respect of any period subsequent to 28 February 2018 and up to the date of this report. No dividend or distribution has been declared or made by the Target or its subsidiary in respect of any period subsequent to 28 February 2018.

– II-19 –

MANAGEMENT DISCUSSION AND ANALYSIS OF PATROL HALL 12 GROUP

APPENDIX III

Set out below is the management discussion and analysis of Patrol Hall 12 Group for the period from 7 November 2017 (date of incorporation of Patrol Hall 12) (“date of incorporation”) to 31 December 2017 and for the period ended 28 February 2018. The following financial information is based on the Accountant’s Report of Patrol Hall 12 Group for the period from the date of incorporation to 31 December 2017 and for the period ended 28 February 2018 as set out in Appendix II to this circular.

GENERAL INFORMATION

Patrol Hall 12 was incorporated in the BVI with limited liability on 7 November 2017 and its sole wholly-owned subsidiary, Ray Glory, was incorporated in Hong Kong with limited liability on 26 October 2017.

The principal activities of Patrol Hall 12 Group are investment holding and property holding. The principal asset of Patrol Hall 12 Group is Kwai Fong Plaza, which is located at 177 Hing Fong Road, Kwai Chung, New Territories, Hong Kong.

FINANCIAL OVERVIEW

Revenue and Expenses

During the period from the date of incorporation to 31 December 2017 and during the period from 1 January 2018 to 28 February 2018, Patrol Hall 12 Group did not generate any revenue from its operating activities and recorded total operating expenses of HK$44,175 and HK$35,121 respectively, which were mainly attributed to the professional fees incurred during such periods.

Liquidity, Financial Resources and Capital Structure

As at 31 December 2017, Patrol Hall 12 Group’s current assets amounted to approximately HK$220,000, which is comprised of amount due from immediate holding company. Patrol Hall 12 Group had non-current assets of approximately HK$274,498,000 as at 31 December 2017, which was primarily the prepayments and deposits.

As at 28 February 2018, Patrol Hall 12 Group’s current assets amounted to approximately HK$1,124,000 which is comprised of prepayments and deposits and cash and bank balances. Patrol Hall 12 Group had non-current assets of approximately HK$1,614,285,000 as at 28 February 2018, which was mainly the investment property.

As at 31 December 2017, Patrol Hall 12 Group’s current liabilities amounted to approximately HK$274,762,000, which is comprised of amount due to an immediate holding company (which is unsecured, interest-free and repayable on demand) and other payables. As at 31 December 2017, Patrol Hall 12 Group had no non-current liability.

– III-1 –

MANAGEMENT DISCUSSION AND ANALYSIS OF PATROL HALL 12 GROUP

APPENDIX III

As at 28 February 2018, Patrol Hall 12 Group’s current liabilities amounted to approximately HK$725,131,000, which is comprised of amount due to an immediate holding company (which is unsecured, interest-free and repayable on demand) and other payables. As at 28 February 2018, Patrol Hall 12 Group had non-current liability comprised of a bank loan of approximately HK$890,356,000, which is secured by the investment property and a restricted cash deposit.

The total deficits of Patrol Hall 12 Group were HK$44,167 and HK$79,275 as at 31 December 2017 and 28 February 2018, respectively.

Charges on Assets

As at 31 December 2017, Patrol Hall 12 Group did not have any charge over its asset.

As at 28 February 2018, Patrol Hall 12 Group had pledged its investment property with a carrying amount of approximately HK$1,607,860,000 to secure the mortgage loan.

Contingent liabilities

As at 31 December 2017 and 28 February 2018, Patrol Hall 12 Group did not have any contingent liabilities.

Gearing Ratio

Gearing ratio is defined as total liabilities less cash and bank balances over total equity. As Patrol Hall 12 Group recorded deficits as at 31 December 2017 and 28 February 2018, the gearing ratio was not applicable.

Treasury Policies

Patrol Hall 12 Group generally finances its operations with shareholder’s loan and external bank borrowings.

Foreign Currency Exposure

As Patrol Hall 12 Group’s business transactions, monetary assets and liabilities are all denominated in Hong Kong dollars, the currency risk of Patrol Hall 12 Group is remote and Patrol Hall 12 Group does not have a foreign currency hedging policy.

However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure when needed.

– III-2 –

MANAGEMENT DISCUSSION AND ANALYSIS OF PATROL HALL 12 GROUP

APPENDIX III

Material Investments, Capital Assets, Acquisition and Disposal

During the period from the date of incorporation to 28 February 2018, Patrol Hall 12 Group did not hold any significant investments except the investment property, and did not have any material acquisitions and disposals of subsidiaries and associated companies. Other than holding the investment property, Patrol Hall 12 Group did not have any future plans for material investments or capital assets as at the Latest Practicable Date.

Employee and Remuneration Policies

During the period from the date of incorporation to 28 February 2018, Patrol Hall 12 Group did not have any employees.

– III-3 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following is the illustrative unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group as at 31 December 2017 (“Unaudited Pro Forma Financial Information”), which have been prepared on the basis of notes set out below and in accordance with Rule 4.29(1) of the Listing Rules, for the purpose of illustrating the effects of the Acquisition on the Group for the inclusion in this circular.

The Unaudited Pro Forma Financial Information has been prepared to illustrate the effects of the Acquisition on the Group’s financial position as at 31 December 2017 as if the Acquisition had taken place at 31 December 2017.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and, because of its hypothetical nature, it may not give a true picture of the financial position of the Enlarged Group had the Acquisition been completed as at 31 December 2017 or any future dates.

The Unaudited Pro Forma Financial Information should be read in conjunction with the historical financial information of the Group as set out in the published annual report of the Company for the year ended 31 December 2017 and other financial information included elsewhere in this circular.

– IV-1 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP

Pro forma adjustments

NON-CURRENT ASSETS Property, plant and equipment Investment properties Goodwill Investment in associates Available-for-sale financial asset Restricted cash CURRENT ASSETS Accounts receivable Prepayments, deposits and other receivables Amount due from an associate Cash and bank balances TOTAL ASSETS NON-CURRENT LIABILITIES Deferred income tax liabilities Loan from an intermediate holding company Bank borrowings	Consolidated statement of assets and liabilities of the Group as at 31 December 2017 HK$’000 Note 1 5,309 1,781,500 – 2,607 1,196 –	Consolidated statement of assets and liabilities of the Target Group as at 28 February 2018 HK$’000 Note 2 – 1,607,861 – – – 6,424	HK$’000 Note 3 – – – 3,122,566 – –	HK$’000 Note 4 – – 79 – – –	HK$’000 Note 5 – – – – – –	Unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group as at 31 December 2017 HK$’000 5,309 3,389,361 79 3,125,173 1,196 6,424
	1,790,612	1,614,285	3,122,566	79	–	6,527,542
	8,986 1,445,002 – 118,561	– 75 – 1,048	– (1,435,668) 725,051 –	– – (725,051) –	– – – –	8,986 9,409 – 119,609
	1,572,549	1,123	(710,617)	(725,051)	–	138,004
	3,363,161	1,615,408	2,411,949	(724,972)	–	6,665,546
	1,814 1,439,513 –	– – 890,356	– 2,412,766 –	– – –	– – –	1,814 3,852,279 890,356
	1,441,327	890,356	2,412,766	–	–	4,744,449

– IV-2 –

APPENDIX IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Pro forma adjustments

CURRENT LIABILITIES Amounts due to associates Amount due to immediate holding company Other payables and accrued liabilities Current income tax liabilities TOTAL LIABILITIES NET ASSETS/ (LIABILITIES)	Consolidated statement of assets and liabilities of the Group as at 31 December 2017 HK$’000 Note 1 1,054 – 24,149 6,527	Consolidated statement of assets and liabilities of the Target Group as at 28 February 2018 HK$’000 Note 2 – 725,051 80 –	HK$’000 Note 3 – – – –	HK$’000 Note 4 – (725,051) – –	HK$’000 Note 5 – – 840 –	Unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group as at 31 December 2017 HK$’000 1,054 – 25,069 6,527
	31,730	725,131	–	(725,051)	840	32,650
	1,473,057	1,615,487	2,412,766	(725,051)	840	4,777,099
	1,890,104	(79)	(817)	79	(840)	1,888,447

Notes to the unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group

1. The amounts are extracted from the audited consolidated balance sheet of the Group as at 31 December 2017 as set out in the Company’s published annual report for the year ended 31 December 2017.

2. The amounts are extracted from the historical financial information of the Target Group as at 28 February 2018 as set forth in Appendix II of this circular and rounded to the nearest thousand.

3. For the purpose of the Unaudited Pro Forma Financial Information, assuming that the completion of the Acquisition had taken place on 31 December 2017, the JV Investment would also have been completed. The adjustment represents the Group’s initial investment and its share of loss in the JV Group of HK$3,123,382,000 and HK$816,000, respectively. The Group’s investment in the JVCo is treated as an associate of the Group and accounted for under the equity method. Assuming the acquisition of the investment interests in the JVCo was completed on 31 December 2017, the share of net assets of the JV Group as at 28 February 2018 is used as follows:

Note Net liabilities of the JV Group as at 28 February 2018 (i) Add: Shareholder loans (i) Less: Net assets of Target Group as at 28 February 2018 (excluding amount due to immediate holding company) Equity interest in JV Group Share of net assets of the JV Group	HK$’000 (2,809) 11,171,146 (724,972)
	10,443,365 29.9%
	3,122,566

• (i) These amounts are extracted from the unaudited financial information of the JV Group as at 28 February 2018.

– IV-3 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

For the purpose of the Unaudited Pro Forma Financial Information, it is assumed that the remaining contribution for the acquisition of 29.9% interest in the JVCo in the amount of HK$1,962,379,000 and remaining advance to the JVCo in the amount of HK$450,387,000 shall be funded by the drawdown of the loan of HK$2,412,766,000 under the Great Wall International Shareholder’s Loan.

1. Upon completion of the Acquisition, the Company will indirectly own 100% equity interest in the Target Group. The identifiable assets and liabilities of the Target Group will be accounted for in the consolidated financial statements of the Company at their fair value under the acquisition method of accounting in accordance with Hong Kong Financial Reporting Standard (“HKFRS”) No. 3 “Business Combination”.

Goodwill arising from the Acquisition of 100% equity interest in the Target Group is calculated as follows:

Note Purchase Price a Less: Net liabilities of Target Group as at 28 February 2018 Amount due to immediate holding company as at 28 February 2018 a Identifiable net assets of Target Group as at 28 February 2018 (excluding amount due to immediate holding company) Goodwill arising from the Acquisition b	HK$’000 725,051 (79) 725,051 724,972 79

• (a) Pursuant to the Shareholders Agreement, the Purchase Price payable for the Sale Shares and the Sale Loan is approximately HK$725,051,000. The Purchase Price shall be set off against the Advance by the Group to the JVCo in the equivalent amount pursuant to the Call Option Deed, upon which the Advance shall be deemed satisfied and repaid in full.

• (b) The difference between the Purchase Price and the fair value of the identifiable net assets of the Target Group to be acquired of approximately HK$79,000 is recorded as goodwill in the pro forma adjustment. For the purpose of the Unaudited Pro Forma Financial Information, the Directors have assessed whether there is any impairment in respect of the goodwill expected to arise from the Acquisition following the principles set out in Hong Kong Accounting Standard 36 “Impairment of Assets”. Based on the Directors’ assessment, the Directors consider that there is no impairment on the goodwill. The Company will adopt consistent accounting policies and principal assumptions and valuation method (as used in the Unaudited Pro Forma Financial Information) to assess the impairment of the Enlarged Group’s goodwill in the future, and communicate such basis with its auditor.

Since the fair values of the assets and liabilities of the Target Group at the actual completion date may be different from the fair values used in the preparation of this Unaudited Pro Forma Financial Information of the Enlarged Group, the final amounts of the identifiable net assets and goodwill to be recognised in connection with the Acquisition may be different from the amounts presented here and the differences may be significant.

1. The adjustment represents the estimated legal and professional fees and other expenses of approximately HK$840,000 in connection with the Acquisition. The amounts are assumed to be paid after the completion of the Acquisition.

2. No adjustments have been made to reflect any results or other transactions of the Group entered into subsequent to 31 December 2017 and the Target Group and JV Group entered into subsequent to 28 February 2018.

– IV-4 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

The following is the text of a report received from PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this circular.

==> picture [67 x 49] intentionally omitted <==

INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Great Wall Pan Asia Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Great Wall Pan Asia Holdings Limited (the “Company”) and its subsidiaries (collectively the “Group”), and Patrol Hall 12 Limited and its subsidiary (the “Target Group”) (collectively the “Enlarged Group”) by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of assets and liabilities as at 31 December 2017, and related notes (the “Unaudited Pro Forma Financial Information”) as set out on pages IV-1 to IV-4 of the Company’s circular dated 25 May 2018, in connection with the proposed acquisition of the Target Group (the “Transaction”) by the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages IV-1 to IV-4.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the Transaction on the Group’s financial position as at 31 December 2017 as if the Transaction had taken place at 31 December 2017. As part of this process, information about the Group’s financial position has been extracted by the directors from the Group’s financial statements for the year ended 31 December 2017, on which an audit report has been published.

Directors’ Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars (“AG 7”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

– IV-5 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Our firm applies Hong Kong Standard on Quality Control 1 issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus , issued by the HKICPA. This standard requires that the reporting accountant plans and performs procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of unaudited pro forma financial information included in a circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the entity as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transaction at 31 December 2017 would have been as presented.

– IV-6 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX IV

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the company, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 25 May 2018

– IV-7 –

VALUATION REPORT ON KWAI FONG PLAZA

APPENDIX V

The following is the text of a letter and valuation report prepared for the purpose of incorporation in this circular received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with its valuation of Kwai Fong Plaza as at 26 February 2018.

Great Wall Pan Asia Holdings Limited Units 6507-6510, 65th Floor The Center 99 Queen’s Road Central Hong Kong

==> picture [55 x 55] intentionally omitted <==

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

25 May 2018

Dear Sirs,

Re: Kwai Fong Plaza, 177 Hing Fong Road, Kwai Chung, New Territories, Hong Kong (The “Property”)

In accordance with your instructions for us to value the entire interest in the Property to be acquired by a wholly-owned subsidiary of Great Wall Pan Asia Holdings Limited (“the Company”) for investment purposes, we confirm that we have carried out 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 the Market Value of the Property on a 100% interest basis as at 26 February 2018 (“Valuation Date”) for the purposes of inclusion in a public circular to be issued by the Company on 25 May 2018.

BASIS OF VALUATION

Our valuation is our opinion of the Market Value of the Property on a 100% interest basis 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”.

– V-1 –

VALUATION REPORT ON KWAI FONG PLAZA

APPENDIX V

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

Our valuation has been undertaken in accordance with the HKIS Valuation Standards 2017 published by The Hong Kong Institute of Surveyors (“HKIS”), which incorporates the International Valuation Standards (“IVS”), and (where applicable) the relevant HKIS or jurisdictional supplement. We have also complied with Chapter 5 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”).

IDENTIFICATION AND STATUS OF THE VALUER

The subject valuation exercise is handled by Mr. Charles Chan and Mr. Freddie Ling. Mr. Charles Chan is the Managing Director of Savills Valuation and Professional Services Limited (“SVPSL”) and a Fellow of HKIS with over 33 years’ experience in valuation of properties in Hong Kong. Mr. Freddie Ling is the Senior Director of SVPSL and a Member of HKIS with over 32 years’ experience in valuation of properties in Hong Kong. Both of them have sufficient knowledge of the relevant market, skills and understanding to handle the subject valuation exercise competently.

Prior to your instructions for us to provide this valuation services in respect of the Property, SVPSL had been involved in valuations of the Property for internal reference, public circular and financing purposes in the past 12 months. Mr. Charles Chan and Mr. Freddie Ling have continuously been the signatories to the abovementioned valuations since November 2017. If SVPSL are instructed to value the Property regularly in the future, we shall rotate the valuers for valuation of the Property at an appropriate time interval.

We are independent of the Company and its subsidiaries (collectively “the Group”). The proportion of the total fee payable by the Company during the preceding year relative to the total fee income of SVPSL during the preceding year is minimal. We are not aware of any instances which would give rise to potential conflict of interest from SVPSL or Mr. Charles Chan or Mr. Freddie Ling in the subject exercise. We confirm SVPSL, Mr. Charles Chan and Mr. Freddie Ling are in the position to provide objective and unbiased valuation for the Property.

VALUATION METHODOLOGY

The Property has been valued by the Income Capitalization Approach. We have valued the Property by capitalizing the rental incomes derived from the existing tenancies with due provision for the reversionary income potential of the Property. We have also made reference to the recent lettings of the Property and other similar properties to determine the market rentals of the Property. We have taken into account and made adjustments for the differences in key factors such as floor levels, sizes, frontages and time of letting. Capitalization rates are estimated with reference to the yields achieved in the sales of similar properties in the market which are generally within the range of 3% to 4%, and with due consideration of the nature and

– V-2 –

VALUATION REPORT ON KWAI FONG PLAZA

APPENDIX V

quality of the Property including its location, accessibility, age, condition, the expectation of the potential future rental growth, capital appreciation and relevant risk factors. The capitalization rates adopted in our valuation of the Property are set out in our valuation report which is considered reasonable having regard to the above mentioned market yields.

TITLE INVESTIGATIONS

We have been provided with copies of title documents relating to the Property and we have caused searches of the Property at the Land Registry. We have not, however, searched the original documents to verify ownership or to ascertain the existence of any amendment which does not appear on the copies handed to us. As advised by the Company and to the best of its knowledge, there are no significant investigations, notices, pending litigation, breaches of law or title defects against the Property. In the course of our valuation, we have assumed that the Property has good legal titles and is freely transferable in the market. We do not accept a liability for any interpretation which we have placed on such information which is more properly the sphere of your legal advisers.

VALUATION CONSIDERATION AND ASSUMPTIONS

We have relied to a very considerable extent on information given by the Company and have accepted information given to us on such matters as planning approvals or statutory notices, easements, tenure, lettings, incomes, floor plans, floor areas and all other relevant matters. We have no reason to doubt the truth and accuracy of the information provided to us by the Company, and have been advised by the Company that no material facts have been omitted from the information provided.

We have not carried out on-site measurements to verify the correctness of the floor areas in respect of the Property but have assumed that the floor areas shown on the documents handed to us are correct. Dimensions, measurements and areas included in this report are based on information contained in the documents provided to us and are therefore only approximations.

We have inspected the exterior of the Property valued and, where possible, we have also inspected the interior of the Property. Our inspection was carried out by Ms. Olivia Ho, MHKIS on 23 April 2018. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, able to report that the Property is free of rot, infestation or any other structural defect. No tests were carried out to any of the services. No environmental study for the Property has been made. In undertaking our valuation, we have assumed that the interior of the Property is finished and maintained in reasonable conditions commensurate with its age and use and the Property is in its original/approved layouts without any unauthorised structures, extensions and alterations. We have also assumed in our valuation that the Property is provided with normal and satisfactory building services for its existing uses as at the Valuation Date.

– V-3 –

VALUATION REPORT ON KWAI FONG PLAZA

APPENDIX V

As advised by the Company and to the best of its knowledge, there were no plans for substantial construction, renovation, improvement, development or change of uses of the Property as at the Valuation Date.

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.

Except for the purpose of disclosure in the public circular to be issued by the Company in connection with the acquisition of the Property, neither the whole nor any part of the valuation report nor any reference thereto may be included in any document, circular or statement without our written approval of the form and context in which it may appear.

We enclose herewith our valuation report.

Yours faithfully, For and on behalf of

Savills Valuation and Professional Services Limited

	Charles C K Chan	Freddie Ling
_MSc _	FRICS FHKIS MCIArb RPS(GP)	MRICS MHKIS RPS(GP)
	Managing Director	Senior Director

Note: Mr. Charles C K Chan is a professional surveyor who has over 33 years’ experience in valuation of properties in Hong Kong. Mr. Freddie Ling is a professional surveyor who has over 32 years’ experience in valuation of properties in Hong Kong.

– V-4 –

VALUATION REPORT ON KWAI FONG PLAZA

APPENDIX V

VALUATION REPORT

Property Description and tenure

Particulars of occupancy

Market Value in existing state as at 26 February 2018

Kwai Fong Plaza, 177 Hing Fong Road, Kwai Chung, New Territories, Hong Kong.

24, 107/408, 730th parts or shares of and in Kwai Chung Town Lot No. 500.

Kwai Fong Plaza, completed in phases from 1995 to 2000, comprises various commercial, car parking and associated areas within Kwai Fong Estate in an area known as Kwai Chung.

The locality of the Property is a mixed residential and industrial area, comprising private and public residential developments and a cluster of industrial buildings.

Descriptions of the said commercial, car parking, and associated areas of the Property are set out below:–

• (i) a 2-storey commercial and car park complex (known as Kwai Fong Plaza) consisting of various shop units on portion of the Ground Floor and 1st Floor; a car park on portions of the Ground Floor and a fresh market on portion of the Ground Floor;

• (ii) various shop units on the Ground Floor of Kwai Kin House and an enclosed area on the 1st Floor of Kwai Oi House;

• (iii) a stand-alone 6-storey car parking building;

• (iv) a stand-alone 8-storey car parking building with a management office on portion of the Ground Floor and recreational area on the Roof; and

• (v) various open car parks, loading/unloading spaces and associated areas scattered over Kwai Fong Estate.

The total internal floor area of the Property is approximately 5,323.67 sq m (57,304 sq ft). The breakdown of the internal floor area is set out below:–

	Internal Floor Area
Retail Portion	4,641.95 sq m
	(49,966 sq ft)
Fresh Market	677.91 sq m
	(7,297 sq ft)
Ancillary	3.81 sq m
	(41 sq ft)

As at the Valuation Date, HK$1,602,000,000 the retail portion is let under various tenancies (Hong Kong Dollars mostly for terms of two to One Billion Six Hundred three years with the latest and Two Million) expiring in March 2021 yielding a total basic monthly income of approximately HK$2,610,000 exclusive of rates, air-conditioning charges and management fees.

The fresh market is let under various tenancies mostly for terms of two to three years with the latest expiring in July 2019 yielding a total basic monthly income of approximately HK$140,000 exclusive of rates and management fees.

Miscellaneous items such as automatic teller machines, showcases, base stations, vending machines and storerooms are let under various tenancies mostly for terms of one to three years with the latest expiring in July 2019 yielding a total monthly income of about HK$62,000.

The average monthly turnover rent and airconditioning charges and other income receivable during the period from October 2016 to September 2017 are about HK$92,000 and HK$291,000 respectively.

The average monthly car park income receivable during the period from October 2016 to September 2017 is about HK$1,418,000.

The Property comprises a total of 483 parking spaces including 387 covered private car parking spaces, 27 covered goods vehicle parking spaces, 25 open goods vehicle parking spaces and 44 covered motor cycle parking spaces. It also comprises a covered loading and unloading space and 10 open loading and unloading spaces.

Kwai Chung Town Lot No. 500 is held from the Government under a Government Lease for a term of 50 years commencing on 27 March 2009 at an annual Government rent of 3% of the rateable value for the time being of the lot.

– V-5 –

VALUATION REPORT ON KWAI FONG PLAZA

APPENDIX V

Notes:

• (1) The current registered owner of the Property is Ray Glory Limited by an Agreement for Sale and Purchase dated 28 November 2017 vide memorial no. 17122102600046 and an Assignment dated 28 February 2018 vide memorial no. 18031202340162 (the “Assignment”). The purchase price of the Property was HK$1,481,293,000.

• (2) Pursuant to the land register records obtained from the Land Registry, except for various tenancy agreements, the Property is, inter alia, subject to the following encumbrances:–

• (i) Deed of Mutual Covenant dated 10 November 2009 vide memorial no. 09111902670011;

• (ii) Waiver Letter from District Lands Officer, Tsuen Wan and Kwai Tsing dated 24 October 2017 vide memorial no. 17111001600012; and

• (iii) Mortgage in favour of United Overseas Bank Limited (“Security Agent”) vide memorial no. 18031202340186 dated 28 February 2018.

• (3) The Assignment contains certain restrictions on alienation of the Property which are summarized below:–

• (i) The Property other than the areas comprising the facilities for the parking and/or loading and unloading of motor vehicles shall not be assigned, mortgaged or charged except as a whole.

• (ii) The facilities for the parking and/or loading and unloading of motor vehicles of the Property shall not be assigned, mortgaged or charged except as a whole. Such restriction shall cease to have effect upon The Hong Kong Housing Authority disposing of any residential unit in the remaining parts of Kwai Fong Estate.

• (4) The Property lies within an area zoned “Residential (Group A)” under the draft Kwai Chung Outline Zoning Plan No. S/KC/29 dated on 19 January 2018.

• (5) The key parameters of our valuation are set out below:–

The Property	Capitalization Rate	Market Rent per month
Retail portion	Approximately 3.50%	HK$55 per sq ft
Fresh market	Approximately 3.65%	HK$40 per sq ft
Car park portion	Approximately 3.75%	HK$3,030 per space

(6) We have issued a valuation report dated 26 February 2018 for valuation of the Market Value of the Property as at 26 February 2018 for mortgage financing purposes. The valuation amount as disclosed in the valuation report is HK$1,602,000,000.

– V-6 –

GENERAL INFORMATION

APPENDIX VI

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 Group. 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

Interests of Directors and Chief Executive

As at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were 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 they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register required to be kept by the Company under Section 352 of Part XV of the SFO, or as otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code.

As at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short position in the Shares or 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.

Interests of Substantial Shareholder

Save as disclosed below, as at the Latest Practicable Date, the Directors and chief executive of the Company were not aware of any other persons (other than Directors or chief executive of the Company) who had interests or short positions in the Shares or underlying Shares as recorded in the register required to be kept by the Company pursuant to Section 336 of Part XV of the SFO or which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the issued voting Shares of any other member of the Enlarged Group or held any options in respect of such capital:

			Approximate
		Number of	percentage of
Name	Capacity	Shares held	shareholding(3)
China Great Wall	Interest in a controlled	1,174,018,094(L)	74.89%
Asset Management	corporation
Co., Ltd.

– VI-1 –

GENERAL INFORMATION

APPENDIX VI

			Approximate
		Number of	percentage of
Name	Capacity	Shares held	shareholding(3)
China Great Wall AMC	Interest in a controlled	1,174,018,094(L)	74.89%
(International)	corporation
Holdings Company
Limited
Great Wall Pan Asia	Beneficial owner	1,174,018,094(L)	74.89%
(BVI) Holding
Limited(1&4)
Central Huijin	Interest in a controlled	155,000,000(L)	9.89%
Investment Ltd.(2)	corporation
China Construction	Interest in a controlled	155,000,000(L)	9.89%
Bank Corporation(2)	corporation
Wan Tai Investments	Beneficial owner	155,000,000(L)	9.89%
Limited(2)

The letter “L” denotes the entity’s long position in such Shares.

Notes:

• (1) Great Wall Pan Asia (BVI) Holding Limited is a wholly-owned subsidiary of China Great Wall AMC (International) Holdings Company Limited which, in turn, is wholly-owned by China Great Wall Asset Management Co., Ltd.. Under the SFO, China Great Wall AMC (International) Holdings Company Limited and China Great Wall Asset Management Co., Ltd. are deemed to be interested in all the Shares owned by Great Wall Pan Asia (BVI) Holding Limited.

• (2) Central Huijin Investment Ltd. directly holds 57.31% of China Construction Bank Corporation which, in turn, indirectly owns 100% of Wan Tai Investments Limited. Wan Tai Investments Limited is therefore a controlled corporation of China Construction Bank Corporation and Central Huijin Investment Ltd. pursuant to Section 316 of the SFO.

• (3) Approximate percentage was calculated based on the 1,567,745,596 ordinary Shares in issue as at the Latest Practicable Date.

• (4) Mr. Ou Peng, the Chairman and an executive Director of the Company, is a director of China Great Wall AMC (International) Holdings Company Limited and Great Wall Pan Asia (BVI) Holding Limited.

3. OTHER INTERESTS

As at the Latest Practicable Date:

• (1) none of the Directors had any interest, direct or indirect, in any assets which had been acquired or disposed of by or leased to any member of the Enlarged Group, or were proposed to be acquired or disposed of by or leased to any member of the Enlarged Group since 31 December 2017, being the date to which the latest published audited consolidated financial statements of the Group were made up;

– VI-2 –

GENERAL INFORMATION

APPENDIX VI

• (2) no contract or arrangement in which any of the Directors was materially interested, directly or indirectly, and which was significant in relation to the business of the Enlarged Group subsisted;

• (3) none of the Directors had any existing or proposed service contracts with any member of the Enlarged Group other than contracts expiring or determinable by the employer within one (1) year without payment of compensation (other than statutory compensation); and

• (4) none of the Directors or their respective close associate(s) was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

4. LITIGATION

As at the Latest Practicable Date, neither the Company nor any member of the Enlarged Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Enlarged Group.

5. EXPERTS AND CONSENTS

The following are the qualifications of any experts (“ Experts ”) whose advices and/or reports are contained in this circular:

Name Qualification Savills Valuation and Professional An independent property valuer Services Limited PricewaterhouseCoopers Certified Public Accountants, being the reporting accountant for the financial information of Patrol Hall 12 Group and the unaudited pro forma financial information of the Enlarged Group

Each of the Experts has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of the text of its letter/report dated the date of this circular and/or the references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, each of the Experts:

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

– VI-3 –

GENERAL INFORMATION

APPENDIX VI

• (b) did not have any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Enlarged Group, or were proposed to be acquired or disposed of by or leased to any member of the Enlarged Group since 31 December 2017, the date to which the latest published audited consolidated financial statements of the Group were made up.

6. MATERIAL CONTRACTS

Save as disclosed below, none of the members of the Enlarged Group has entered into any contracts (not being contracts entered into in the ordinary course of business carried on by the Enlarged Group) within the two years immediately preceding the date of this circular that are, or may be material:

• (a) the sale and purchase agreement relating to the entire issued share capital of Coastline International Limited (“ Coastline ”) dated 12 August 2016 between Armada Property Investment Limited (“ Armada Property ”) and Wealth Luck Holdings Limited for a total consideration of HK$930,000,000, which was terminated on 2 September 2016;

• (b) the deed of indemnity dated 12 August 2016 executed by Kerry Media Limited and the Company under which Kerry Media Limited granted an indemnity in favour of the Company in connection with the sale of the entire issued share capital of Coastline;

• (c) the sale and purchase agreement relating to the entire issued share capital of Coastline dated 2 September 2016 between Armada Property and Paulton Global Limited for a total consideration of HK$990,000,000;

• (d) the sale and purchase agreement dated 19 May 2017 entered into between Great Wall Pan Asia III Holding Limited, a wholly-owned subsidiary of the Group, as purchaser and China Great Wall AMC (International) Holdings Company Limited (中國長城資 產(國際)控股有限公司) as vendor in relation to the acquisition of the entire issued share capital in Great Wall Pan Asia Asset Management Limited (長城環亞資產管理 有限公司) (“ GW Asset Management ”) for a cash consideration of HK$38,701,969, further details of which including financial information on GW Asset Management are set out in the circular of the Company dated 30 June 2017;

• (e) the sale and purchase agreement dated 19 May 2017 entered into between Great Wall Pan Asia II Holding Limited, a wholly-owned subsidiary of the Group, as purchaser and China Great Wall AMC (International) Holdings Company Limited (中國長城資 產(國際)控股有限公司) as vendor in relation to the acquisition of the entire issued share capital in Great Wall Pan Asia Corporate Finance Limited (長城環亞融資有限 公司) (“ GW Corporate Finance ”) for a cash consideration of HK$868,834, further details of which including financial information on GW Corporate Finance are set out in the circular of the Company dated 30 June 2017;

– VI-4 –

GENERAL INFORMATION

APPENDIX VI

• (f) the Shareholders Agreement in respect of the JV Investment, further details of which are set out in the JV Investment Circular; and

• (g) the call option deed dated 22 February 2018 entered into between GWPA Property and Everwell City Limited under which Everwell City Limited granted a call option in favour of GWPA Property in connection with the acquisition of Patrol Hall 12 Group.

7. GENERAL

• (a) The company secretary of the Company is Ms. Zheng Yuanyuan. She passed the National Judicial Examination of the People’s Republic of China and obtained the Legal Profession Qualification Certificate in 2002. She acquired bar qualification in the New York State of the United States in 2008 and qualified as a practicing solicitor in Hong Kong in 2015.

• (b) The principal share registrar and transfer office of the Company in Bermuda is MUFG Fund Services (Bermuda) Limited, The Belvedere Building, 69 Pitts Bay Road, Pembroke HM08, Bermuda.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (d) The registered office of the Company is situated at Canon’s Court, 22 Victoria Street Hamilton HM12, Bermuda. The head office and principal place of business of the Company in Hong Kong is situated at Units 6507-6510, 65/F., The Center, 99 Queen’s Road Central, Hong Kong.

• (e) The English text of this circular shall prevail over its Chinese text.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the principal place of business of the Company in Hong Kong at Units 6507-6510 on the 65th Floor, The Center, 99 Queen’s Road Central, Hong Kong during normal business hours on any business day for a period of 14 days from the date of this circular:

• (a) the memorandum of association and Bye-Laws of the Company;

• (b) the annual reports of the Company for the financial years ended 31 December 2016 and 31 December 2017;

• (c) the accountant’s report of Patrol Hall 12 Group, the text of which is set out in Appendix II to this circular;

– VI-5 –

GENERAL INFORMATION

APPENDIX VI

• (d) the report from the reporting accountant, PricewaterhouseCoopers, on unaudited pro forma financial information of the Enlarged Group, the text of which is set out in Appendix IV to this circular;

• (e) copies of the material contracts as referred to in paragraph 6 of this Appendix;

• (f) the letter from the Board, the text of which is set out in the section headed “Letter from the Board” of this circular;

• (g) the valuation report of Kwai Fong Plaza prepared by Savills Valuation and Professional Services Limited, the text of which is set out in Appendix V to this circular;

• (h) written consents of the Experts as referred to in paragraph 5 of this Appendix; and

• (i) this circular.

– VI-6 –