Sino-Ocean Group Holding Limited - Proxy Solicitation & Information Statement 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

If you have sold or transferred all your shares in Sino-Ocean Land Holdings Limited , you should at once hand this circular to the purchaser or transferee or to the bank, a licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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(Stock Code: 03377)

CONNECTED AND DISCLOSEABLE TRANSACTION

(1) Conditional sale and purchase of the entire issued share capital of Grand More Group Limited and Dalian Tsanghao Real Estate Company Limited (2) Proposed grant of specific mandate to issue Shares and

(3) Proposed Re-election of Director

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

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A letter from the Independent Board Committee is set out on pages 25 to 26 of this circular. A letter from Anglo Chinese containing its advice to the Independent Board Committee and the independent Shareholders in connection with the transactions contemplated is set out on pages 27 to 37 of this circular.

A notice convening the EGM of the Company to be held at Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 18 December 2008 at 10:30 a.m. is set out on pages 53 to 55 of this circular. If you are not able to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

28 November 2008

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Grand More SP Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
The Tsanghao SP Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Group Charts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Information about the Company, Sino-Ocean HK, Bright King and Beijing Yuankun . . . .	17
Information about Mr. Wang Sheng Yi, Key Sky and Grand More . . . . . . . . . . . . . . . . . .	17
Information about Tsanghao Group and Tsanghao Real Estate Company. . . . . . . . . . . . . .	17
Information about Dalian Sky Upright and Dalian Sunny Ocean . . . . . . . . . . . . . . . . . . .	18
Information about the Xiang Song Project, the Xi Shan Project and
the Red Star Project . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Reasons for and Benefits of the Transactions Contemplated under the Grand More
SP Agreement and the Tsanghao SP Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
Financial Effect on the Transactions Contemplated Under the Grand More SP Agreement
and the Tsanghao SP Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Proposed Grant of Specific Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
Letter from Anglo Chinese. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
Appendix I — Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
Appendix II — Details of the Director to be Re-elected . . . . . . . . . . . . . . . . . . . . . . .	46
Appendix III — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53

— i —

DEFINITIONS

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

“Anglo Chinese”

Anglo Chinese Corporate Finance, Limited, a licensed corporation under the SFO permitted to engage in types 1, 4, 6 and 9 regulated activities

“Announcement” announcement of the Company dated 7 November 2008
“Assignment of Rights Agreement”
an assignment of rights and obligations agreement dated 27 October 2008 entered into between Tsanghao Group, Mr. Wang Sheng Yi and Grand More in relation to the assignment of the entire rights and obligations of Mr. Wang Sheng Yi (including the Tsanghao Option) under the Tsanghao Option Agreement to Grand More
“Beijing Yuankun”
北京遠坤房地產開發有限公司 (Beijing Yuankun Properties Development Company Limited)*, a company incorporated under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company
“Board”
board of Directors
“Bright King”

Bright King International Limited (京朗國際有限公司), a company incorporated under the laws of the BVI with limited liability and a wholly-owned subsidiary of the Company

“Business Day”

a day other than :-

(i) a Saturday;
(ii) a Sunday; or
(iii) a public holiday in the PRC
“BVI”
the British Virgin Islands
“Company”

Sino-Ocean Land Holdings Limited (遠洋地產控股有限公司), a company incorporated under the laws of Hong Kong with limited liability and the shares of which are listed on the Stock Exchange

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DEFINITIONS

“Dalian Sunny Ocean”

大連明遠置業有限公司 (Dalian Sunny-Ocean Property Limited)*, a company incorporated under the laws of the PRC and is currently owned as to 49% equity interests by Tsanghao Group and 51% by Sino-Ocean HK

“Dalian Sky Upright”

大連正乾置業有限公司 (Dalian Sky-Upright Property Limited)*, a company incorporated under the laws of the PRC and is currently owned as to 49% equity interests by Tsanghao Group and 51% by Sino-Ocean HK

“Directors” the directors of the Company
“EGM”

an extraordinary general meeting of the Company to be convened and held at Level 5, One Pacific Place, 88 Queensway, Hong Kong at 10:30 a.m. on Thursday, 18 December 2008, notice of which is set out on pages 53 to 55 of this circular or, where the context so admits, any adjournment thereof

“Grand More”

Grand More Group Limited (宏多集團有限公司), a company incorporated under the laws of the BVI with limited liability and a wholly-owned subsidiary of Key Sky
“Grand More Consideration” the sum of RMB720,000,000
“Grand More SP Agreement”

the sale and purchase agreement dated 7 November 2008 entered into between Mr. Wang Sheng Yi and Key Sky as the vendors and Sino-Ocean HK and Bright King as the purchasers in relation to the sale and purchase of the entire issued capital of Grand More

“Group”

the Company and its subsidiaries

“Hong Kong”
the Hong Kong Special Administrative Region of the People’s Republic of China
“Independent Board Committee”

an independent board committee comprising all the independent non-executive Directors, namely Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang, constituted in compliance with the applicable requirements under the Listing Rules to advise the independent Shareholders in respect of the terms of the Grand More SP Agreement and the Tsanghao SP Agreement

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DEFINITIONS

“Key Sky” Key Sky Group Limited (天基集團有限公司), a company incorporated under the laws of the BVI with limited liability and wholly-owned by Mr. Wang Sheng Yi “Latest Practicable Date” 24 November 2008, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” the People’s Republic of China “Red Star Project” Red Star Project (紅星項目), a development project located at Red Star Bing Hai District, Dalian Economic Technology Development Zone, Dalian, Liaoning Province, the PRC with a total site area of approximately 1,122,367 sq.m. “SFO” Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong “Share(s)” share(s) with nominal value of HK$0.80 each in the issued share capital of the Company “Shareholders” holders of the Share(s) “Sino-Ocean HK” Sino-Ocean Land (Hong Kong) Limited (遠洋地產(香港)有限公司), a company incorporated under the laws of Hong Kong with limited liability and a wholly-owned subsidiary of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Tsanghao Consideration” the sum of RMB480,000,000 “Tsanghao Real Estate Company” 大連乾豪房地產開發有限公司 (Dalian Tsanghao Real Estate Company Limited), a company incorporated under the laws of the PRC with limited liability and a wholly-owned subsidiary of Tsanghao Group “Tsanghao Group” 乾豪集團有限公司 (Tsanghao Group Company Limited), a company incorporated under the laws of the PRC with limited liability and wholly-owned by the Wang’s Family

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DEFINITIONS

“Tsanghao Option”

a call option exclusively granted to Mr. Wang Sheng Yi by Tsanghao Group pursuant to the Tsanghao Option Agreement which could be exercised over the acquisition of the entire equity interests in Tsanghao Real Estate Company

“Tsanghao Option Agreement”
a call option agreement dated 20 March 2008 entered into between Tsanghao Group as the grantor and Mr. Wang Sheng Yi as the grantee in relation to the grant of the Tsanghao Option
“Tsanghao Re-organisation”
the re-organisation of Tsanghao Real Estate Company with respect to the transfer of Tsanghao Group’s 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean (which jointly hold the Red Star Project) to Tsanghao Real Estate Company and upon completion of which, Tsanghao Real Estate Company will hold 49% interest in the Red Star Project, apart from its existing 100% interest in the Xiang Song Project and the Xi Shan Project
“Tsanghao SP Agreement”
the sale and purchase agreement dated 7 November 2008 entered into between Tsanghao Group as the vendor and Beijing Yuankun as the purchaser in relation to the sale and purchase of the entire equity interests in Tsanghao Real Estate Company
“Wang’s Family”
Mr. Wang Xiaoguang, Mr. Wang Dashang, Mr. Wang Xiaoming and Ms. Zhang Yanxin
“Valuation Report”
the valuation report issued by Vigers on 28 October 2008 for assessing the value of the Xiang Song Project, the Xi Shan Project and the Red Star Project with 30 September 2008 as the record date, copy of which has been included in this circular
“Vigers”
Vigers Appraisal & Consulting Limited, an independent property valuer
“Xiang Song Project” Xiang Song Project (香頌項目), a development project located at Minzhu Village and Longwangmaio Village, Chengguan Street, Zhuanghe City, Dalian, Liaoning Province, the PRC with a total site area of approximately 107,516 sq.m.
“Xi Shan Project” Xi Shan Project (西山項目), a development project located at Jin Ma Road, Dalian Economic Technology Development Zone, Dalian, Liaoning Province, the PRC with a total site area of approximately 17,123 sq.m.

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DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “US$” United States dollars, the lawful currency of the United States of America “sq.m.” square metres “%” per cent.

* For identification purpose only.

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LETTER FROM THE BOARD

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(Stock Code: 03377)

Executive Directors: Mr. Li Ming Mr. Chen Runfu

Registered Office: Suite 1512, One Pacific Place 88 Queensway Hong Kong

Non-executive Directors:

Mr. Li Jianhong Mr. Luo Dongjiang Mr. Liang Yanfeng Mr. Yin Yingneng Richard

Independent non-executive Directors: Mr. Tsang Hing Lun Mr. Gu Yunchang Mr. Han Xiaojing Mr. Zhao Kang

Principal place of business: 31-33 Floor, Block A Ocean International Center 56 Dongsihuanzhonglu Chaoyang District, Beijing PRC

28 November 2008

To the Shareholders

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION

(3) Proposed Re-election of Director

INTRODUCTION

Reference is made to the Announcement, in which it was stated that on 7 November 2008, Mr. Wang Sheng Yi and Key Sky as vendors and Sino-Ocean HK and Bright King (both wholly-owned subsidiaries of the Company) as purchasers entered into the Grand More SP Agreement, pursuant to

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LETTER FROM THE BOARD

which Mr. Wang Sheng Yi and Key Sky have conditionally agreed to sell, and Sino-Ocean HK and Bright King have conditionally agreed to purchase, the entire issued share capital of Grand More for an aggregate consideration of RMB720,000,000 (i.e. the Grand More Consideration), subject to the terms and conditions contained thereunder. The only underlying asset of Grand More is the Tsanghao Option.

On 20 March 2008, Tsanghao Group granted the Tsanghao Option to Mr. Wang Sheng Yi pursuant to the Tsanghao Option Agreement at a consideration of RMB1,000, and on 27 October 2008, Mr. Wang Sheng Yi assigned it to Grand More (a company wholly-owned by him), pursuant to the Assignment of Rights Agreement. The Tsanghao Option entitles Grand More to require Tsanghao Group to sell its entire equity interests in Tsanghao Real Estate Company (inclusive of the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean after completion of the Tsanghao Re-organsiation) to Grand More’s designated nominee at an exercise price of RMB480,000,000 (i.e. the Tsanghao Consideration), which is the aggregate consideration required for such acquisition.

In anticipation of the execution of the Grand More SP Agreement, on 7 November 2008, Grand More has served a notice to Tsanghao Group exercising the Tsanghao Option to require Tsanghao Group to sell its entire equity interests in Tsanghao Real Estate Company (inclusive of the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean after completion of the Tsanghao Re-organsiation) to Beijing Yuankun (a wholly-owned subsidiary of the Company) at the Tsanghao Consideration.

As a result of the exercise of the Tsanghao Option by Grand More, on 7 November 2008, Tsanghao Group as vendor and Beijing Yuankun as purchaser entered into the Tsanghao SP Agreement, pursuant to which Tsanghao Group has conditionally agreed to sell, and Beijing Yuankun has conditionally agreed to purchase, the entire equity interests in Tsanghao Real Estate Company (inclusive of the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean after completion of the Tsanghao Re-organsiation) for an aggregate consideration of RMB480,000,000 (i.e. the Tsanghao Consideration), subject to the terms and conditions contained thereunder.

The transactions contemplated under both the Grand More SP Agreement and the Tsanghao SP Agreement are a series of transactions to acquire the equity interests of three project companies, namely (i) Tsanghao Real Estate Company (holding the entire interests in the Xiang Song Project and the Xi Shan Project) and (ii) the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean (jointly holding the entire interests in the Red Star Project), from Tsanghao Group. Accordingly, the aggregate consideration for this series of transactions is RMB1,200,000,000 (i.e. the Grand More Consideration plus the Tsanghao Consideration).

Reference is made to the announcement of the Company dated 16 May 2008 in respect of the appointment of Mr. Yin Yingneng Richard as a non-executive director of the Company with effect from 16 May 2008, who is subject to re-election at the next general meeting of the Company in accordance with the articles of association of the Company.

Accordingly, the Board proposes to elect Mr. Yin Yingneng Richard as Director at the EGM, details are set out in Appendix II to this circular.

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LETTER FROM THE BOARD

The purpose of this circular is (i) to provide the Shareholders with information among other things, details of the terms of the Grand More SP Agreement, the Tsanghao SP Agreement, the proposal for the grant of specific mandate to issue Shares and the proposal for the re-election of Director; and (ii) to give the Shareholders notice of the EGM and other information in accordance with the requirements of the Listing Rules.

Anglo Chinese has been appointed as the independent financial adviser to advise the Independent Board Committee in accordance with the Listing Rules regarding the Grand More SP Agreement, the Tsanghao SP Agreement and the proposal for the grant of specific mandate to issue Shares.

THE GRAND MORE SP AGREEMENT

Date

7 November, 2008

Parties

(a) Mr. Wang Sheng Yi and Key Sky, as the vendors; and
(b) Sino-Ocean HK and Bright King, as the purchasers.

Conditional sale and purchase of the entire issued share capital of Grand More

Pursuant to the Grand More SP Agreement, Mr. Wang Sheng Yi and Key Sky have agreed to conditionally sell, and Sino-Ocean HK and Bright King have agreed to conditionally purchase the entire issued share capital of Grand More for an aggregate consideration of RMB720,000,000 (i.e. the Grand More Consideration). Grand More was incorporated by Key Sky with an issued share capital of US$1.00, credited as fully paid-up.

Consideration and payment

The Grand More Consideration was arrived at after arm’s length negotiations between Mr. Wang Sheng Yi and Sino-Ocean HK, having regard to the Tsanghao Option held by Grand More, which could be exercised over the entire equity interests in Tsanghao Real Estate Company. Tsanghao Real Estate Company holds the entire interests in the Xiang Song Project, the Xi Shan Project and will hold 49% interests in the Red Star Project (after completion of the Tsanghao Re-organisation).

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LETTER FROM THE BOARD

Grand More Consideration plus the Tsanghao Consideration). The aggregate consideration of RMB1,200,000,000 was determined based on the net asset value (after consideration of fair market value of the Xiang Song Project, the Xi Shan Project and the Red Star Project) of Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean.

As at 30 September 2008, the audited net asset value of Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean were approximately RMB147,033,000, RMB578,625,000 (equivalent to approximately RMB283,526,000 in terms of a 49% interest) and RMB605,202,000 (equivalent to approximately RMB296,549,000 in terms of a 49% interest), respectively.

The estimated market value of the Xiang Song Project, the Xi Shan Project and the Red Star Project were valued at approximately RMB190,000,000, RMB136,000,000 and RMB3,790,000,000 (equivalent to approximately RMB1,857,100,000 in terms of a 49% interest), respectively by Vigers, an independent property valuer, as set out in the Valuation Report. The Company will issue the Consideration Shares (as defined below) to Key Sky as payment for the Grand More Consideration. The number of Consideration Shares to be issued will be determined by the Issue Price (as defined below),

Under the Grand More SP Agreement, the Grand More Consideration will be settled by way of allotment and issue of consideration shares (the “ Consideration Shares ”) by the Company to Key Sky, credited as fully paid-up, on completion of the Grand More SP Agreement. The number of Consideration Shares to be allotted and issued will be determined with respect to the following issue price per Share (the “ Issue Price ”), whichever is higher, but in any event will not be more than 202,711,000 new Shares:

(a) at a price of HK$4.04 per Share (i.e. issuance of 202,711,000 Consideration Shares); or
(b) at a premium of 5% over the average closing price per Share quoted on the Stock Exchange on the last five trading days of the Shares immediately before the date of completion of the Grand More SP Agreement (the exchange rate of HK$ for RMB will be determined with reference to the rate quoted from the website of the State Administration of Foreign Exchange on 30 June 2008).

The Consideration Shares will rank pari passu with all the then existing Shares in issue.

Key Sky has agreed that, at any time within 12 months from completion of the Grand More SP Agreement, it will not create, effect or suffer any disposal of or any encumbrance over, or (where applicable) permit the registered holder to create, effect or suffer any disposal of or any encumbrance over, any of the Consideration Shares. Key Sky is allowed to pledge the Consideration Shares for funding purposes subject to the prior written consent of Sino-Ocean HK and Bright King.

Mr. Wang Sheng Yi and Key Sky have agreed that if the completion of the Tsanghao Option Agreement, the Assignment of Rights Agreement, the Grand More SP Agreement, the Tsanghao SP Agreement or the Tsanghao Re-organisation, or any combination of them, has been announced to be

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LETTER FROM THE BOARD

null and void or unenforceable or invalid due to promulgation of new applicable rules and regulations in the PRC or due to any actions taken by the relevant government authorities in the PRC, they will forthwith refund the full amount of the Grand More Consideration to Sino-Ocean HK and Bright King and will keep them fully indemnified for all costs, expenses, damages and losses incurred therefor.

The determination of the Issue Price per Consideration Share was arrived at after arm’s length negotiations between Mr. Wang Sheng Yi and Sino-Ocean HK. The minimum Issue Price of HK$4.04 per Consideration Share was determined having regard to the Company’s net asset value per Share recorded in its unaudited interim financial statements as at 30 June 2008. As at the Latest Practicable Date, base on the maximum number of Consideration Shares to be issued at no more than 202,711,000 new Shares, the Consideration Shares represent approximately 4.54% of the existing issue share capital of the Company (i.e. 4,468,587,000 Shares) and approximately 4.34% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares (i.e. 4,671,298,000 Shares).

The Issue Price of HK$4.04 per Consideration Share represents:

(a) a premium of approximately 106.12% over the closing price of HK$1.96 per Share as quoted on the Stock Exchange on the last trading day of the Shares immediately before the Latest Practicable Date;
(b) a premium of approximately 92.38% over the closing price of HK$2.10 per Share as quoted on the Stock Exchange on the last trading day of the Shares immediately before the date of the Announcement;
(c) a premium of approximately 92.02% over the average closing price of HK$2.104 per Share as quoted on the Stock Exchange on the last five trading days of the Shares immediately before the date of the Announcement;
(d) a premium of approximately 102.91% over the average closing price of HK$1.991 per Share as quoted on the Stock Exchange on the last ten trading days of the Shares immediately before the date of the Announcement;
(e) a premium of approximately 86.95% over the average closing price of HK$2.161 per Share as quoted on the Stock Exchange on the last one month of the Shares immediately before the date of the Announcement;
(f) a premium of approximately 41.75% over the average closing price of HK$2.85 per Share as quoted on the Stock Exchange on the last three months of the Shares immediately before the date of the Announcement;
(g) a discount of approximately 4.78% to the average closing price of HK$4.243 per Share as quoted on the Stock Exchange on the last six months of the Shares immediately before the date of the Announcement; and

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LETTER FROM THE BOARD

(h) a premium of approximately 6.88% over the net asset value of HK$3.78 per Share as stated in the audited consolidated accounts of the Company for the year ended 31 December 2007.

The market value of the Consideration Shares is HK$425,693,100 by reference to the closing price of HK$2.10 per Share as quoted on the Stock Exchange on the last trading day of the Shares immediately before the date of the Announcement.

The sale and purchase of the entire issued share capital of Grand More and the entire equity interests in Tsanghao Real Estate Company are conditional and may or may not proceed. Accordingly, Shareholders and prospective investors are reminded to exercise extreme caution when trading in the Shares.

The Company will apply to the Listing Committee of the Stock Exchange for the granting of listing of, and permission to deal in, the Consideration Shares.

Conditions Precedent

Completion of the Grand More SP Agreement is conditional upon fulfilment of a number of conditions, in particular:

(a) completion of the due diligence investigations of Grand More, Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean conducted by Sino-Ocean HK and Bright King to their satisfaction, in respect of, inter alia, the business, financial, property valuation, legal and other conditions of any of them;
(b) Mr. Wang Sheng Yi and Key Sky having (i) obtained all necessary approvals and consents from the relevant government authorities; (ii) complied with all relevant registration requirements under the applicable rules and regulations in relation to the transactions contemplated under the Grand More SP Agreement; and (iii) delivered copies of such approval, consents and registration documents to Sino-Ocean HK and Bright King;
(c) all authorisations, approvals and registrations necessary or desirable for the consummation of the transactions contemplated under the Grand More SP Agreement having been obtained by the parties thereto, and such authorisations, approvals and registrations will not contradict the legality and enforceability of the terms and conditions contained under the Grand More SP Agreement;
(d) there being no government authorities, regulatory bodies, courts or judicial departments or similar nature imposes any orders or decisions which will render the transactions contemplated under the Grand More SP Agreement null and void, unenforceable, illegal or being prohibited to perform, or imposes any additional conditions or obligations to be undertaken by the parties thereto;
(e) completion of the transactions contemplated under the Tsanghao SP Agreement;

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LETTER FROM THE BOARD

(f) there having no material adverse change in relation to the representations, warranties and undertakings given by Mr. Wang Sheng Yi and Key Sky in respect of each of Grand More, Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean, and that no material violation, breach and/or misrepresentation of the representations and warranties under the Grand More SP Agreement, from the date of signing the Grand More SP Agreement until the completion thereof;
(g) compliance by the Company with all applicable disclosure and shareholders’ approval requirements under the Listing Rules; and
(h) listing of, and permission to deal in, the Consideration Shares having been granted by the Listing Committee of the Stock Exchange (and such listing and permission not subsequently being revoked prior to completion of the Grand More SP Agreement).

Mr. Wang Sheng Yi and Key Sky will use their best endeavours to fulfil, or procure the fulfilment of, conditions (a) to (f). If any of the conditions is not fulfilled (or waived by Sino-Ocean HK and Bright King (except conditions (g) and (h) above which cannot be waived) on or before 31 January 2009 (or such other date as may be agreed by Sino-Ocean HK and Bright King in writing), Sino-Ocean HK and Bright King have the discretion to either terminate the Grand More SP Agreement or extend the time of fulfilling the conditions by Mr. Wang Sheng Yi and Key Sky.

Completion

Completion of the Grand More SP Agreement is inter-conditional with completion of the Tsanghao SP Agreement, and is each conditional upon, among other things, the fulfilment of the conditions precedent set out in each of the Grand More SP Agreement and the Tsanghao SP Agreement.

Subject to the fulfilment of the conditions set out in the Grand More SP Agreement to the satisfaction of Sino-Ocean HK and Bright King (or waived by Sino-Ocean HK and Bright King (except conditions (g) and (h) above which cannot be waived)), completion will take place on a Business Day when Sino-Ocean HK and Bright King serve a completion notice to Mr. Wang Sheng Yi and Key Sky having satisfied the conditions precedent above or if applicable, being waived by Sino-Ocean HK and Bright King (except conditions (g) and (h) above which cannot be waived).

THE TSANGHAO SP AGREEMENT

Date

7 November, 2008

Parties

(a) Tsanghao Group, as the vendor; and
(b) Beijing Yuankun, as the purchaser.

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LETTER FROM THE BOARD

Conditional sale and purchase of the entire equity interests in Tsanghao Real Estate Company

Pursuant to the Tsanghao SP Agreement, Tsanghao Group has agreed to conditionally sell and Beijing Yuankun has agreed to conditionally purchase the entire equity interests in Tsanghao Real Estate Company (inclusive of the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean after completion of the Tsanghao Re-organsiation) at an aggregate consideration of RMB480,000,000 (i.e. the Tsanghao Consideration).

Consideration and payment

The Tsanghao Consideration was arrived at after arm’s length negotiations between Tsanghao Group and Beijing Yuankun, having regard to (i) the amount of registered capital of Tsanghao Real Estate Company; and (ii) the costs of transferring the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean from Tsanghao Group to Tsanghao Real Estate Company as a result of the Tsanghao Re-organisation.

The Tsanghao Consideration will be settled in cash payable by Beijing Yuankun to Tsanghao Group in the following manner:

(a) as to RMB50,000,000, within 5 Business Days after completion of the Tsanghao SP Agreement;
(b) as to RMB100,000,000, within 22 Business Days after completion of the Tsanghao SP Agreement; and
(c) as to RMB330,000,000, within 65 Business Days after completion of the Tsanghao Re-organisation or the Tsanghao SP Agreement, whichever is later.

Conditions Precedent

Completion of the Tsanghao SP Agreement is conditional upon fulfilment of a number of conditions, in particular:

(a) completion of the due diligence investigations of Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean conducted by Beijing Yuankun to its satisfaction, in respect of, inter alia, the business, financial, property valuation, legal and other conditions of any of them;
(b) all authorisations, approvals and registrations necessary or desirable for the consummation of the transactions contemplated under the Tsanghao SP Agreement having been obtained by Tsanghao Group, Beijing Yuankun, Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean, and such authorisations, approvals and registrations will not contradict the legality and enforceability of the terms and conditions contained under the Tsanghao SP Agreement nor render such terms and conditions unenforceable;

— 13 —

LETTER FROM THE BOARD

(c) all necessary third party consents in relation to the transactions contemplated under the Tsanghao SP Agreement having been obtained by Tsanghao Real Estate Company and remained valid and will not contradict the legality and enforceability of the terms and conditions contained under the Tsanghao SP Agreement nor render such terms and conditions unenforceable;
(d) there being no government authorities, regulatory bodies, courts or judicial departments or similar nature imposes any orders or decisions which will render the transactions contemplated under the Tsanghao SP Agreement null and void, unenforceable, illegal or being prohibited to perform, or will impose any additional conditions or obligations to be undertaken by the parties thereto;
(e) completion of the Tsanghao Re-organisation relating to Tsanghao Real Estate Company acquiring the 49% equity interests in each of Dalian Sunny Ocean and Dalian Sky Upright from Tsanghao Group;
(f) the aggregate amount of contractual sale of the Red Star Project and the Xiang Song Project shall not be lower than the value of RMB300,000,000 in 2008;
(g) there having no material adverse change in relation to the assets, business operations, financial status, operational environment or future of each of Tsanghao Real Estate Company, Dalian Sky Upright and/or Dalian Sunny Ocean from the date of signing the Tsanghao SP Agreement until the completion thereof;
(h) completion of the transactions contemplated under the Grand More SP Agreement; and
(i) compliance by the Company with all applicable disclosure and shareholders’ approval requirements under the Listing Rules.

Tsanghao Group will use its best endeavours to fulfil, or procure the fulfilment of, conditions (a) to (h). If any of the conditions is not fulfilled (or waived by Beijing Yuankun (except condition (i) above which cannot be waived) on or before 31 January 2009 (or such other date as may be agreed by Beijing Yuankun in writing), Beijing Yuankun has the discretion to either terminate the Tsanghao SP Agreement or extend the time until 30 April 2009 for fulfilling the conditions by Tsanghao Group.

The costs of acquiring 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean by Tsanghao Real Estate Company represent the amount of outstanding shareholder’s loan owed by Tsanghao Real Estate Company to Tsanghao Group in the sum of RMB330,000,000 (being part of the Tsanghao Consideration) and will be settled by way of a debt owed to Tsanghao Group for the purpose of completing the Tsanghao Re-organisation. Upon completion of the Tsanghao Re-organisation, Tsanghao Real Estate Company’s balance sheet will include assets (49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean) and liabilities (amount payable to Tsanghao Group).

— 14 —

LETTER FROM THE BOARD

Completion

Completion of the Tsanghao SP Agreement is inter-conditional with completion of the Grand More SP Agreement, and is each conditional upon, among other things, the fulfilment of the conditions precedent set out in each of the Grand More SP Agreement and the Tsanghao SP Agreement.

Subject to the fulfilment of the conditions set out in the Tsanghao SP Agreement to the satisfaction of Beijing Yuankun (or waived by Beijing Yuankun (except condition (i) above which cannot be waived)), completion will take place on the third Business Day when Beijing Yuankun serves a completion notice to Tsanghao Group having satisfied the conditions precedent above or if applicable, being waived by Beijing Yuankun (except condition (i) above which cannot be waived).

The sale and purchase of the entire issued share capital of Grand More and Tsanghao Real Estate Company are conditional and may or may not proceed. Accordingly, Shareholders and prospective investors are reminded to exercise extreme caution when trading in the Shares.

GROUP CHARTS

An overview of the shareholding structure of the Group in relation to the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement before the completion of both is set out below:

==> picture [390 x 257] intentionally omitted <==

----- Start of picture text -----

COSCO(1) Sinochem(2) Public
International
(PRC) Shareholders
(Bermuda)
20.77% 14.24% 64.99%
The Company Wang’s
(HK) Family
100% 100%
Sino-Ocean HK Tsanghao Group
(HK) (PRC)
100%
Bright King 51% 49%
(BVI)
100%
Dalian Sunny Dalian Sky
Tsanghao Real Estate Company
Ocean Upright
(PRC)
(PRC) (PRC)
100% 100% 100%
Red Star Xi Shan Xiang Song
Project Project Project
----- End of picture text -----

— 15 —

LETTER FROM THE BOARD

An overview of the shareholding structuring of Tsanghao Group and its subsidiaries after completion of the Tsanghao Re-organisation is set out below:

==> picture [249 x 229] intentionally omitted <==

----- Start of picture text -----

Wang’s
Family
100%
Tsanghao Group
(PRC)
100%
Tsanghao Real Estate Company
(PRC)
49%
Dalian Sunny Dalian Sky
Ocean Upright
(PRC) (PRC)
100% 100% 100%
Red Star Xi Shan Xiang Song
Project Project Project
----- End of picture text -----

An overview of the shareholding structure of the Group in relation to the completion of the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement is set out below:

==> picture [406 x 376] intentionally omitted <==

----- Start of picture text -----

COSCO(1) Sinochem(2) Public Key Sky
International
(PRC) Shareholders (BVI)
(Bermuda)
19.87% 13.62% 62.17% 4.34%(3)
The Company
(HK)
100%
Sino-Ocean HK
(HK)
100%
Bright King
(BVI)
100%
100%
Beijing Yuankun Grand More
(PRC)
(BVI)
100%
Tsanghao Real Estate Company
(PRC)
49% 51%
Dalian Sunny Dalian Sky
Ocean Upright
(PRC) (PRC)
100% 100% 100%
Xi Shan Xiang Song Red Star
Project Project Project
— 16 —
----- End of picture text -----

LETTER FROM THE BOARD

Note:

(1) COSCO International Holdings Limited (中遠國際控股有限公司), a company incorporated in Bermuda on 9 September 1991 whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 00517).
(2) 中國中化集團公司(Sinochem Corporation)*, a state-owned enterprise established under the laws of the PRC in 1950.
(3) this percentage is calculated based on HK$4.04 as the Issue Price and subject to change with respect to the actual Issue Price and number of Consideration Shares to be issued.

INFORMATION ABOUT THE COMPANY, SINO-OCEAN HK, BRIGHT KING AND BEIJING YUANKUN

The Company is a company incorporated under the laws of Hong Kong with limited liability. Its shares are listed on the Main Board of the Stock Exchange. The principal business activity of the Company is investment holding. The principal business activities of its major subsidiaries are property development, property investment and other activities (including hotel operation, property management, property sales agency and related services).

Sino-Ocean HK is a company incorporated under the laws of Hong Kong with limited liability and wholly-owned by the Company. Its principal business activity is investment holding.

Bright King is a company incorporated under the laws of the BVI with limited liability and wholly-owned by the Company. Its principal business activity is investment holding.

Beijing Yuankun is a company incorporated under the laws of the PRC with limited liability and wholly-owned by the Company. Its principal business activity is property development and investment holding in relation to a group of real estate project companies in the PRC.

INFORMATION ABOUT MR. WANG SHENG YI, KEY SKY AND GRAND MORE

Key Sky is a company incorporated under the laws of the BVI with limited liability. It is wholly-owned by Mr. Wang Sheng Yi, the son of Mr. Wang Xiaoguang.

Grand More is a company incorporated on 17 April 2008 under the laws of the BVI with limited liability and wholly-owned by Key Sky. Its principal business activity is investment holding.

INFORMATION ABOUT TSANGHAO GROUP AND TSANGHAO REAL ESTATE COMPANY

Tsanghao Group is a company incorporated under the laws of the PRC with limited liability. It is wholly-owned by the Wang’s Family. As at the date of the Announcement, Tsanghao Group holds 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean, and the entire equity interests in Tsanghao Real Estate Company. Tsanghao Group is principally engaged in property development, hotel investment and decoration.

— 17 —

LETTER FROM THE BOARD

Tsanghao Real Estate Company is a company incorporated on 26 June 2007 under the laws of the PRC with limited liability and a fully paid-up registered capital of RMB150,000,000. It is wholly-owned by Tsanghao Group. Tsanghao Real Estate Company is principally engaged in property development and as at the date of the Announcement but before the completion of the Tsanghao Re-organisation, it holds the Xiang Song Project and the Xi Shan Project.

The audited financial information of Tsanghao Real Estate Company for the nine-month ended 30 September 2008 and the year ended 31 December 2007 are as follows:

	Nine-month ended	Year ended
	30 September	31 December
	2008	2007
	audited	audited
	RMB’000	RMB’000
Net asset value	147,033	150,000
Net loss before taxation, extraordinary items and
minority interest	2,967	Nil
Net loss after taxation, extraordinary items and
minority interest	2,967	Nil

INFORMATION ABOUT DALIAN SKY UPRIGHT AND DALIAN SUNNY OCEAN

Dalian Sky Upright is a company incorporated on 20 March 2007 under the laws of the PRC with limited liability and a fully paid-up registered capital of US$76,860,000 (equivalent to approximately RMB588,345,000 at an average translation rate of US$1.00 = RMB7.6548). It is currently owned as to 49% equity interests by Tsanghao Group and 51% by Sino-Ocean HK, and therefore a non wholly-owned subsidiary of the Company. The principal business activity of Dalian Sky Upright is property development. Dalian Sky Upright jointly holds and develops the Red Star Project with Dalian Sunny Ocean.

Dalian Sunny Ocean is a company incorporated on 27 March 2007 under the laws of the PRC with limited liability and a fully paid-up registered capital of US$80,000,000 (equivalent to approximately RMB609,384,000 at an average translation rate of US$1.00 = RMB7.6173). It is currently owned as to 49% equity interests by Tsanghao Group and 51% by Sino-Ocean HK, and therefore a non wholly-owned subsidiary of the Company. The principal business activity of Dalian Sunny Ocean is property development. Dalian Sunny Ocean jointly holds and develops the Red Star Project with Dalian Sky Upright.

— 18 —

LETTER FROM THE BOARD

The audited financial information of Dalian Sky Upright for the nine-month ended 30 September 2008 and the year ended 31 December 2007 are as follows:

	Nine-month ended	Year ended
	30 September	31 December
	2008	2007
	audited	audited
	RMB’000	RMB’000
Net asset value	578,625	586,655
Net loss before taxation, extraordinary items and
minority interest	8,030	1,690
Net loss after taxation, extraordinary items and
minority interest	8,030	1,690

The audited financial information of Dalian Sunny Ocean for the nine-month ended 30 September 2008 and the year ended 31 December 2007 are as follows:

	Nine-month ended	Year ended
	30 September	31 December
	2008	2007
	audited	audited
	RMB’000	RMB’000
Net asset value	605,202	608,089
Net loss before taxation, extraordinary items and
minority interest	2,887	1,295
Net loss after taxation, extraordinary items and
minority interest	2,887	1,295

INFORMATION ABOUT THE XIANG SONG PROJECT, THE XI SHAN PROJECT AND THE RED STAR PROJECT

The Xiang Song Project

The Xiang Song Project is a property development project comprising two pieces of land located at Minzhu Village and Longwangmaio Village, Chengguan Street, Zhuanghe City, Dalian, Liaoning Province in the PRC with a total site area of approximately 107,516 sq.m. (the “ Xiang Song Properties ”). The State-owned Land Use Rights Certificates for combined commercial and residential use purposes have been obtained. The term of the land use rights for the commercial portion expires on 29 November 2047 and the residential portion expires on 29 November 2077.

— 19 —

LETTER FROM THE BOARD

Relevant Construction Work Planning Permit (建設工程規劃許可證, with an approved construction scale of approximately 175,685 sq.m.) and Construction Work Commencement Permits (建築工程施工許可證) in respect of the Xiang Song Properties have been obtained. The development of the Xiang Song Properties are expected to complete in 2009.

As at 30 September 2008, the Xiang Song Properties are valued at RMB190,000,000 as set out in the Valuation Report.

The Xi Shan Project

The Xi Shan Project is a property development project located at Jin Ma Road, Dalian Economic Technology Development Zone, Dalian, Liaoning Province in the PRC, with a total site area of approximately 17,123 sq.m. (the “ Xi Shan Property ”). The State-owned Land Use Rights Certificate for combined residential use purposes has been obtained. The term of the land use rights for the residential portion expires on 22 January 2058 and the commercial portion expires on 22 January 2048. The demolition of the existing structures erected on the Xi Shan Property has not yet commenced.

As at 30 September 2008, the Xi Shan Property is valued at RMB136,000,000 as set out in the Valuation Report.

The Red Star Project

The Red Star Project is a property development project comprising a piece of land situated in Red Star Bing Hai District, Dalian Economic Technology Development Zone, Dalian, Liaoning Province in the PRC, with a total site area of approximately 1,122,367 sq.m. (the “ Red Star Property ”). Dalian Sky Upright and Dalian Sunny Ocean have jointly obtained the State-owned Land Use Rights Certificates for combined residential use purposes. The term of the land use rights for the residential portion expires on 9 January 2057 and the commercial portion expires on 9 January 2047. The development of the Red Star Property is currently at the demolition and removal stage.

Two Construction Land Planning Permits (建設用地規劃許可證) for the Red Star Property have been obtained.

As at 30 September 2008, the Red Star Property is valued at RMB3,790,000,000 as set out in the Valuation Report.

Pre-sales of the Xiang Song Project and the Red Start Project

The Xiang Song Project and the Red Star Project are still under development and have commenced pre-sale for part of the properties. Certain number of pre-sale contracts have been entered into by Tsanghao Group with relevant purchasers and came up to an estimated contractual sum of RMB300,000,000 for the year 2008. The Group did not involve in any such pre-sale contracts. The Group intends to continue to develop the Xiang Song Project and the Red Star Project and does not have any current intention to dispose any of them.

— 20 —

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE TRANSACTIONS CONTEMPLATED UNDER THE GRAND MORE SP AGREEMENT AND THE TSANGHAO SP AGREEMENT

Tsanghao Real Estate Company currently holds two property development projects in Dalian, Liaoning Province in the PRC, namely the Xiang Song Project and the Xi Shan Project. After completion of the Tsanghao Re-organisation, Tsanghao Real Estate Company will hold the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean, which jointly hold the entire interests in the Red Star Project.

According to the audited financial statements as at 30 September 2008 of Tsanghao Real Estate Company, its net asset value was RMB147,033,000. According to the audited financial statements as at 30 September 2008 of Dalian Sky Upright and Dalian Sunny Ocean, their respective net asset value were RMB578,625,000 and RMB605,202,000, respectively.

Based on the Valuation Report, the value of the Xiang Song Project, the Xi Shan Project and the Red Star Project as at 30 September 2008 was approximately RMB190,000,000, RMB136,000,000 and RMB3,790,000,000 (equivalent to approximately RMB1,857,100,000 in terms of a 49% interest), respectively.

In light of the value of Tsanghao Real Estate Company and the three projects set out above, the aggregate consideration payable by the Company for the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement in the sum of RMB1,200,000,000 (i.e. the Grand More Consideration plus the Tsanghao Consideration) represents a good opportunity for the Company to expand its portfolio of development projects.

Following completion of the Tsanghao SP Agreement, Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean will become wholly-owned subsidiaries of the Company, and hence the Xiang Song Project, the Xi Shan Project and the Red Star Project will become wholly-owned property development projects of the Company.

Directors believe that as a result of the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement which are in line with the business strategies and activities of the Group, the Group will be able to utilise the assets, resources and man power amongst Dalian Sky Upright, Dalian Sunny Ocean and Tsanghao Real Estate Company in the Xiang Song Project, the Xi Shan Project and the Red Star Project, all in Dalian. This will enable the Group to capture the growth opportunities in the property development sector in Dalian and broaden the Group’s revenue base by developing these three projects. Having regard to the nature of and benefits resulting from the sale and purchase of Grand More and Tsanghao Real Estate Company, the Directors believe that the terms of both Grand More SP Agreement and the Tsanghao SP Agreement are fair and reasonable and in the best interest of the Company and its Shareholders as a whole.

— 21 —

LETTER FROM THE BOARD

FINANCIAL EFFECTS ON THE TRANSACTIONS CONTEMPLATED UNDER THE GRAND MORE SP AGREEMENT AND THE TSANGHAO SP AGREEMENT

As all the three projects, namely the Xiang Song Project, the Xi Shan Project and the Red Star Project are still under development, no immediate contribution to earning is expected for the year ended 31 December 2008.

Currently, the Group holds 51% equity interests in each of Dalian Sunny Ocean and Dalian Sky Upright. The total assets and total liabilities of both Dalian Sunny Ocean and Dalian Sky Upright had been consolidated in the Group’s unaudited financial statements for the six months ended 30 June 2008. After the completion of the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement, the total assets and the total liabilities of the Group will be increased by RMB601,299,000 and RMB190,706,000, respectively, based on the audited financial statement as at 30 September 2008 of Tsanghao Real Estate Company, Dalian Sunny Ocean and Dalian Sky Upright, with consideration of fair market value of their respective underlying projects.

The committed capital expenditure of the three projects as at 30 September 2008 was the contracted construction costs for their development. The capital expenditure will be financed by internal source of funding from the Group. Furthermore, such capital expenditure has not taken into account by the Company in determining the Grand More Consideration and the Tsanghao Consideration (in the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement), as it has not been incurred as at 30 September 2008.

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES

Under the Grand More SP Agreement, the Company will issue the Consideration Shares to Key Sky as payment for the Grand More Consideration. The number of Consideration Shares to be issued will be determined by the Issue Price, but in any event will not be more than 202,711,000 new Shares. The Consideration Shares will rank pari passu with all the then existing Shares in issue.

The Company will seek the grant of specific mandate from the independent Shareholders to allot and issue Shares, to satisfy the allotment and issue of the Consideration Shares, on a vote taken by way of poll at the EGM and at which Mr. Wang Xiaoming and his associates will abstain from voting.

LISTING RULES IMPLICATIONS

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, Key Sky is wholly-owned by Mr. Wang Sheng Yi, the son of Mr. Wang Xiaoguang. The Wang’s family holds the entire equity interests in Tsanghao Group. Tsanghao Group holds 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean while Sino-Ocean HK holds the remaining 51% equity interests in each of them (each company being a non wholly-owned subsidiary of the Company).

— 22 —

LETTER FROM THE BOARD

As a substantial shareholder of the Company’s non wholly-owned subsidiaries, Tsanghao Group is a connected person of the Company within the meaning of the Listing Rules. Mr. Wang Xiaoguang is an associate of Tsanghao Group is also a connected person of the Company within the meaning of the Listing Rules, and hence Mr. Wang Sheng Yi and Key Sky are also connected persons of the Company.

Apart from Mr. Wang Xiaoming holding approximately 0.15% of the issued share capital of the Company as at the Latest Practicable Date, each of the rest of the members of the Wang’s Family, namely Mr. Wang Dashang, Mr. Wang Xiaoguang and Ms. Zhang Yanxin, and Mr. Wang Sheng Yi and Tsanghao Group and their respective associates does not have any shareholding in the Company. Mr. Wang Xiaoming and his associates will abstain from voting at the EGM.

The transactions contemplated under the Grand More SP Agreement are aggregated with the transactions contemplated under the Tsanghao SP Agreement pursuant to Rules 14.22 and 14.23 of the Listing Rules. Both transactions, when aggregated, constitute a discloseable transaction for the Company, on the basis that the calculation of the total assets and consideration ratios are within the range of 5% and 25%. In addition, the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement constitute a connected transaction of the Company and are subject to the approval of the independent Shareholders on a vote taken by way of poll at the EGM and at which Mr. Wang Xiaoming and his associates will abstain from voting.

An independent board committee of the Company, consisting of all the independent non-executive Directors of the Company, namely Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang, has been constituted to consider the terms of the Grand More SP Agreement and the Tsanghao SP Agreement and to make recommendations to the independent Shareholders. None of the members of the independent board committee of the Company has any material interest in the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement. Anglo Chinese has been appointed as independent financial adviser to advise the independent board committee of the Company and the independent Shareholders on the fairness and reasonableness of the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement.

EGM

A notice convening the EGM is set out on pages 53 to 55 of this circular. Ordinary resolutions in respect of the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement, the grant of specific mandate to issue Shares and the re-election of Director will be proposed at the EGM.

A form of proxy for the EGM is enclosed with this circular. If you are not able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai,

— 23 —

LETTER FROM THE BOARD

Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof if you so wish.

RECOMMENDATION

The Board considers that the terms in the Grand More SP Agreement, the Tsanghao SP Agreement and the proposal for the grant of specific mandate to issue Shares are in the interests of the Company and the Shareholders as a whole, and the terms of which are fair and reasonable so far as the Shareholders are concerned. Accordingly, the Directors recommend all the Shareholders to vote in favour of all the ordinary resolutions as set out in the notice of the EGM.

ADDITIONAL INFORMATION

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

Yours faithfully, By Order of the Board Sino-Ocean Land Holdings Limited Li Jianhong Chairman

— 24 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of the letter from the Independent Board Committee setting out its recommendation to the independent Shareholders in connection with the Grand More SP Agreement and the Tsanghao SP Agreement for inclusion in this circular.

==> picture [368 x 128] intentionally omitted <==

(Stock Code: 03377)

28 November 2008

To the independent Shareholders

Dear Sir or Madam,

CONNECTED AND DISCLOSEABLE TRANSACTION

(1) Conditional sale and purchase of the entire issued share capital of Grand More Group Limited and Dalian Tsanghao Real Estate Company Limited and

(2) Proposed grant of specific mandate to issue Shares

We have been appointed to form this Independent Board Committee to consider and advise you on the terms of the Grand More SP Agreement and the Tsanghao SP Agreement, details of which are set out in the circular issued by the Company to the Shareholders dated 28 November 2008 (the “ Circular ”), of which this letter forms part. Terms defined in the Circular will have the same meanings when used herein unless the context otherwise requires.

We wish to draw your attention to the letter from the Board and letter of advice from Anglo Chinese set out on pages 6 to 24 and pages 27 to 37 of the Circular, respectively.

Having taken into account the principal factors and reasons considered by Anglo Chinese, its conclusion and advice, we concur with the view of Anglo Chinese and consider that the terms of the Grand More SP Agreement, the Tsanghao SP Agreement and the proposal for the grant of specific mandate to issue Shares are fair and reasonable and in the interests of the Company and the independent Shareholders as a whole.

— 25 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend you to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the Grand More SP Agreement, the Tsanghao SP Agreement and the proposal for the grant of specific mandate to issue Shares and the transactions contemplated under them.

Tsang Hing Lun

Yours faithfully, For and on behalf of Independent Board Committee Gu Yunchang Han Xiaojing Independent non-executive Directors

Zhao Kang

— 26 —

LETTER FROM ANGLO CHINESE

The following is the text of the letter from Anglo Chinese to the Independent Board Committee and the independent shareholders of the Company, prepared for the purpose of inclusion in this circular.

==> picture [303 x 53] intentionally omitted <==

==> picture [51 x 79] intentionally omitted <==

The Independent Board Committee and the Independent Shareholders Sino-Ocean Land Holdings Limited Suite 1512, One Pacific Place 88 Queensway Hong Kong

28 November 2008

Dear Sirs,

CONNECTED AND DISCLOSEABLE TRANSACTION

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the independent shareholders of the Company in relation to the Grand More SP Agreement and the Tsanghao SP Agreement (the “Agreements”). The proposed transactions contemplated under the Agreements are a series of transactions to acquire the equity interests in three project companies namely Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean that effectively hold the entire interest in Xiang Song Project and Xi Shan Project, as well as 49% of Red Star Project (the “Acquisitions”). Details of the Agreements and the Acquisitions are set out in the letter from the Board contained in this circular dated 28 November 2008 issued by the Company to the Shareholders, of which this letter forms part. Terms used in this letter shall have the same meanings as defined in this circular unless the context requires otherwise.

The Company announced on 7 November 2008 that the Group intends to acquire three property projects in Dalian, including 100% of Xiang Song Project and 100% of Xi Shan Project as well as 49% of Red Star Project (the “Projects”). To facilitate the Acquisitions, Company will acquire two company groups: (i) Grand More, a BVI company that holds an option for the entire interest in Tsanghao Real Estate Company; and (ii) Tsanghao Real Estate Company and its subsidiaries, a PRC property group that directly or indirectly holds the interests in the Projects, pursuant to the exercise of the option granted to Grand More. The total consideration of the Acquisitions is RMB1,200 million, which will be satisfied by the Company as to RMB480 million or 40% in cash and the remaining RMB720 million or 60% by the issue of new Shares.

— 27 —

LETTER FROM ANGLO CHINESE

The Acquisitions constitute a discloseable transaction for the Company under rule 14.06 of the Listing Rules. Since Tsanghao Group is a substantial Shareholder of the Company’s non wholly-owned subsidiaries, namely Dalian Sky Upright and Dalian Sunny Ocean, it is a connected person of the Company within the meaning of the Listing Rules. Mr. Wang Sheng Yi, the son of Mr. Wang Xiaoguang who is an associate of Tsanghao Group, and his wholly owned subsidiary, Key Sky are therefore connected persons of the Company within the meaning of the Listing Rules. The transactions contemplated under the Agreements therefore constitute a connected transaction for the Company under rule 14A.13 of the Listing Rules. The Independent Board Committee, comprising all the independent non-executive directors, has been formed to advise the independent shareholders of the Company in relation to the Acquisitions. Votes of the independent shareholders at the EGM shall be taken by poll and Mr. Wang Xiaoming, a member of the Wang’s Family who holds 0.15% of the issued share capital of the Company as at the Latest Practicable Date, shall abstain from voting in the EGM with respect to the relevant ordinary resolutions to approve the Acquisitions.

BASIS OF OUR OPINION

In formulating our opinion, we have relied on the information, statements, opinion and representations contained or referred to in this circular and all information and representations which have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so at the date hereof. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the letter from the Board contained in this circular were reasonably made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in this circular. We note that Vigers, an independent valuer and an independent third party, has confirmed that the Valuation Report in relation to the Projects held by Tsanghao Group and Tsanghao Real Estate Company was prepared in compliance with the requirements contained in Practice Note 12 to the Listing Rules. Therefore, we consider that it is appropriate for us to take into account the valuation of the Projects as valued by the independent valuer when arriving at our recommendation.

The Directors confirmed that they have provided us with all currently available information and documents which are available under present circumstances to enable us to reach an informed view and we have relied on the accuracy of the information contained in this circular so as to provide a reasonable basis of our opinion. We have no reason to suspect that any material facts or information (which is known to the Company) have been omitted or withheld from the information supplied or opinions expressed in this circular nor to doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and the Directors which have been provided to us. We have not, however, carried out any independent verification on the information provided to us by the Directors, nor have we conducted any form of independent in-depth investigation into the business and affairs or the prospects of the Group, Grand More and Tsanghao Real Estate Company, or any of their respective subsidiaries or associates.

— 28 —

LETTER FROM ANGLO CHINESE

Apart from normal professional fees for our services to the Company in connection with this appointment, no arrangement exists whereby Anglo Chinese will receive any benefits from the Company or any of its associates.

THE ACQUISITIONS

In arriving at our opinion for the Acquisitions, we have considered the following principal factors and reasons:

Background and reasons

The principal business activities of the Group are property development, property investment and other activities including hotel operation, property management, property sales agency and related services.

GDP and GDP per capita of Dalian for the first 9 months from 2003-2008

==> picture [342 x 177] intentionally omitted <==

----- Start of picture text -----

RMB (billion) RMB
300 60,000
250 50,000
200 40,000
150 30,000
100 20,000
50 10,000
0 0
2003 2004 2005 2006 2007 2008
GDP of Dalian (Left) GDP per Capita of Dalian (Right)
----- End of picture text -----

Source: Dalian Municipal Bureau of Statistics (大連市統計局)

— 29 —

LETTER FROM ANGLO CHINESE

Dalian Residential Property

==> picture [367 x 171] intentionally omitted <==

----- Start of picture text -----

sq.m RMB/sq.m
9,000,000 6,000
8,000,000
5,000
7,000,000
6,000,000 4,000
5,000,000
3,000
4,000,000
3,000,000 2,000
2,000,000
1,000
1,000,000
0 0
2003 2004 2005 2006 2007
residential property areas sold (sq.m) average sold price
----- End of picture text -----

Source: Dalian Municipal Bureau of Statistics (大連市統計局)

As shown in the charts above, Dalian being one of the leading second tier cities in China has recorded a steady growth in terms of gross domestic product and residential property price over the past five years. In light of the recent global financial crisis and the slowdown of growth for gross domestic product in China, it is generally expected that the economic growth and real estate market in China for the year ending 2008 will be less robust when compared to previous years. However, the PRC government recently announced a RMB4 trillion stimulus plan to mitigate an economic slowdown amid the global financial difficulties, which is generally expected to encourage stability for long term economic growth in Mainland China.

As discussed with the management, despite the recent downward adjustment in the real estate market in China, it is also an opportunity for the Group to expand its portfolio by acquiring development projects from small-scale developers. Given the fact that both Xiang Song Project and Red Star Project have commenced pre-sale for part of the properties with an estimated contractual sum of RMB300 million for the year 2008, the Directors are of the view that the Acquisitions is a good opportunity for the Company to expand its portfolio of development projects, broaden its revenue base and enable the Group to capture the potential growth in Dalian’s property development sector.

As at 30 June 2008, the Group had a total of ten projects under development located in five cities in China, including Beijing, Tianjin, Dalian, Shenyang and Zhongshan. Only one of these projects under development is located in Dalian, namely Ocean Prospect, a residential and retail spaces property with total gross floor area of approximately 181,000 sq.m. that is expected to complete during 2009. Following the Acquisitions, the Group will increase its interest in Red Star Project as well as adding Xiang Song Project and Xi Shan Project into its land bank in Dalian. Excluding the Red Star Project which is 51% owned by the Group prior to the Acquisitions, the aggregated site area of Xiang Song Project and Xi Shan Project will slightly increase the land bank of the Group by approximately 124,600 sq.m., representing only approximately 1.1% of the land bank of 10,595,000

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LETTER FROM ANGLO CHINESE

sq.m. as at 30 June 2008. As stated in the Company’s 2008 interim report, it is the Group’s strategy to solidify its leading position in the Pan Bohai Rim, whereas the Board has taken a more cautious approach to land replenishment in view of current market situation. The Directors are of the view that the acquisition of these lands in Dalian are in line with the Group’s prudent land replenishment strategy to solidify and expand its leading position in the Pan Bohai Rim.

Projects to be acquired

Xi Shan Project

This project, which is a property development project, is located in Jin Ma Road, Dalian’s Economic Technology Development Zone, Dalian, Liaoning Province in the PRC with a total site area of approximately 17,123 sq.m. for combined residential use purposes. As per discussion with the management, this project will be developed as serviced apartments and is expected to be completed in mid-2011. The area of serviced apartments will be approximately 66,000 sq.m. while commercial area is expected to be approximately 14,000 sq.m.. The demolition of the existing structures erected on the Xi Shan Project has not yet commenced.

Xiang Song Project

This project, which consists of two pieces of land, is located at Zhuanghe City, Dalian, Liaoning Province in the PRC with a total site area of approximately 107,516 sq.m. for combined commercial and residential use purposes. It is about three kilometres away from the city centre of Zhuang He City. As per discussion with the management, this is a low density housing project which is expected to be completed in 2009. Saleable residential and commercial areas are expected to be approximately 156,000 sq.m. and 7,400 sq.m. respectively.

Red Star Project

This project, which is a property development project consisting of a plot of land along the shore, is located in Red Star Bing Hai District, Dalian Economic Technology Development Zone, Dalian, Liaoning Province in the PRC with a total site area of approximately 1,122,367 sq.m. for combined residential use purposes. As per discussion with the management, this project will be developed into high end residential area including multi-storey apartments, villas, shopping malls and hotels, etc. The whole project is expected to be completed in September 2017 with expected total saleable area of 1,538,000 sq.m..

Details of the Projects are more specifically described in the Valuation Report set out in Appendix I of this circular.

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LETTER FROM ANGLO CHINESE

The company groups to be acquired

Grand More

Grand More is a BVI company with limited liability and is wholly-owned by Key Sky. The only underlying asset of Grand More is the Tsanghao Option, which entitles Grand More to require Tsanghao Group to sell its entire equity interest in Tsanghao Real Estate Company (inclusive of the 49% equity interests in each of Dalian Sky Upright and Dalian Sunny Ocean after completion of the Tsanghao Re-organsiation) to Grand More’s designated nominee at an exercise price of RMB480 million.

Tsanghao Real Estate Company and its subsidiaries

Tsanghao Real Estate Company is a PRC company with limited liability wholly-owned by Tsanghao Group. It has a registered capital of RMB150 million and is principally engaged in property development. Upon completion of Tsanghao Re-organisation it will directly or indirectly hold the interests in the Projects.

Major terms and conditions of the Agreements

Details of conditions precedent for the Agreements are set out on page 11 and 14 of this circular. As discussed with the management, there is no intention to waive any of those conditions precedent as at the Latest Practicable Date. In view of the fact that:

(i) Completion of both the Grand More SP Agreement and the Tsanghao SP Agreement is inter-conditional, and is each conditional upon, among other things, the fulfillment of the conditions precedent set out in each of the Grand More SP Agreement and the Tsanghao SP Agreement;
(ii) Grand More is an investment holding company and the principal asset of which is the Tsanghao Option. The acquisition of Grand More is conditional on completion of the transfer of interest in Tsanghao Real Estate Company, a PRC company which directly or indirectly holds the Projects upon completion of the Tsanghao Re-organisation;
(iii) The Grand More Consideration will be settled by way of the issue new Shares to Key Sky, credited as fully paid up, on completion of the Grand More SP Agreement. The Tsanghao Consideration will be settled in cash payable by Beijing Yuankun to Tsanghao Group; and
(iv) Mr. Wang Sheng Yi and Key Sky have agreed that the completion of the Tsanghao Option Agreement, the Assignment of Rights Agreement, the Grand More SP Agreement, the Tsanghao SP Agreement or the Tsanghao Re-organisation, or any combination of them, has been announced to be null and void or unenforceable or invalid due to promulgation of new applicable rules and regulations in the PRC or due to any actions taken by the relevant government authorities in the PRC, they will forthwith refund the full amount of the Grand

— 32 —

LETTER FROM ANGLO CHINESE

More Consideration to Sino-Ocean HK and Bright King and will keep them fully indemnified for all costs, expenses, damages and losses incurred therefore, we are of the view that the terms and conditions of the Agreements are on normal commercial terms and fair and reasonable to the Company.

The consideration

Basis of consideration

As the Projects are still under development or remained undeveloped, it is a common practice to compare the consideration with the net asset value (“NAV”) rather than using basis such as discounted cashflow or price-to-book ratio. For acquisition of land, we consider the Valuation Report issued by Vigers as of 30 September 2008 provides good reference for determining the basis of the valuation of the Acquisitions. The aggregated consideration for the Acquisitions of RMB1,200 million was determined with reference to the audited NAV for each of Tsanghao Real Estate Company, Dalian Sky Upright and Dalian Sunny Ocean as at 30 September 2008 adjusted for the fair market value of the Projects with referenced to the Valuation Report. As discussed with the management, the aggregated NAV of the three project companies attributable to the Group after adjusting the fair market value should be amounted to approximately RMB1,471 million. Given that the aggregate consideration represents approximately a discount of 18.4% to the adjusted NAV of the companies holding the Projects, we are of the view that the basis for determining the aggregate consideration is fair and reasonable.

Valuation methodology of the valuer

The Projects have been valued by the valuer on 30 September 2008 at an aggregate market value of approximately RMB2,183 million. The text of the valuation letters and certificates in relation to the Projects as at 30 September 2008 are set out in Appendix I to this circular. In assessing the consideration, we have reviewed and discussed with the valuer the methodology of, and basis and assumptions adopted for, the valuation of the Projects as contained in the Valuation Report. For the purpose of the valuation, the valuer has principally adopted the direct comparison approach by making reference to comparable sales evidence as available in the relevant market, comparison based on market price levels of comparable properties is made. Comparable properties of similar size, character and location are analysed and carefully weighted by the valuer against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of capital value. The valuer has also taken into consideration the development costs already spent and to be spent, to reflect the quality of the completed development. The methodology is, in our opinion, a reasonable approach in establishing the open market value of the Projects.

Payment method

The aggregate consideration of RMB1,200 million will be satisfied as to RMB480 million or 40% by cash and the rest of RMB720 million or 60% by the issue of new Shares.

— 33 —

LETTER FROM ANGLO CHINESE

Cash consideration

The Company intends to finance the cash consideration of RMB480 million with the Group’s internal resources. The cash consideration will be settled upon completion of Tsanghao SP Agreement. Based on its 2008 interim report, the Company had bank balances and cash of approximately RMB6,722 million as at 30 June 2008. The cash consideration represents merely 7.1% of the bank balances and cash as at 30 June 2008.

The issue of consideration Shares

RMB720 million or 60% of the aggregate consideration will be satisfied by consideration Shares.

6-months Share price performance of the Company

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----- Start of picture text -----

Minimum issue
price at HK$4.04
7.0
6.0
5.0
4.0
3.0
2.0
1.0
May 22 May 30 Jun 16 Jun 30 Jul 15 Jul 31 Aug 15 Aug 29 Sep 16 Sep 30 Oct 15 Oct 31 Nov 17
Announcement date
7 November 2008
----- End of picture text -----

Source: Bloomberg

The minimum issue price of HK$4.04 represents:

(i) a premium of approximately 92.38% over the closing price of HK$2.10 per Share as quoted on the Stock Exchange on the last trading day of the Shares immediately before the date of the Announcement;
(ii) a premium of approximately 102.91% over the average closing price of HK$1.991 per Share as quoted on the Stock Exchange on the last ten trading days of the Shares immediately before the date of the Announcement;
(iii) a premium of approximately 86.95% over the average closing price of HK$2.161 per Share as quoted on the Stock Exchange on the last one month of the Shares immediately before the date of the Announcement;

— 34 —

LETTER FROM ANGLO CHINESE

(iv) a premium of approximately 41.75% over the average closing price of HK$2.85 per Share as quoted on the Stock Exchange on the last three months of the Shares immediately before the date of the Announcement;
(v) a discount of approximately 4.78% over the average closing price of HK$4.243 per Share as quoted on the Stock Exchange on the last six months of the Shares immediately before the date of the Announcement; and
(vi) represents a premium of approximately 106.12% compared with the Share price of HK$1.96 as quoted on the Stock Exchange on the last trading day of the Shares immediately before the Latest Practicable Date;

The issue price of the consideration Shares is HK$4.04 per Share or 5% premium over the 5 days average closing price immediately before completion, whichever one is higher. We consider such an alternative is fair and reasonable to the Company as it ensures the issue price will be at premium even if the Share price increases at the time of completion. Given the current market sentiment, we are of the view that the consideration Share will be issued at a minimum of HK$4.04 per Share, representing a substantial premium to its prevailing market price, is fair and reasonable to the Company and its Shareholders as a whole.

Based on the minimum issue price of HK$4.04 per Share, 202,711,000 consideration Shares will be issued representing a dilution of 4.34% to the existing Shareholders. We are of the view that the issue of the consideration Shares as part of the consideration can reduce the cash outflow in association with the Acquisitions and we also consider that dilution effect is insignificant. The consideration Shares have a lockup period of 12 months and therefore the issue of new Shares will have minimal adverse impact on the Share price volatility in the short run.

POSSIBLE FINANCIAL EFFECTS

The following analysis is based on the unaudited consolidated financial statements of the Company for the six months ended 30 June 2008. Upon completion, Tsanghao Real Estate Company will be a wholly-own subsidiary of the Company and the Group will fully consolidate the financial results of Tsanghao Real Estate Company into the Company’s financial statements.

Effects on NAV

According to the Company’s 2008 interim report, the unaudited consolidated NAV of the Group (excluding minority interests) was approximately RMB15,882 million as at 30 June 2008. As the aggregate consideration represents a discount of approximately 18.4% to the NAV of the three project companies adjusted with the fair market value of the Projects; and the minimum issue price of the consideration Share of HK$4.04 is more or less equivalent to the unaudited NAV per Share as at 30 June 2008, we are of the view that the consolidated NAV of the Company shall be improved immediately after completion of the Acquisitions with no material dilution to the NAV per Share.

— 35 —

LETTER FROM ANGLO CHINESE

Effects on earnings

As the Projects are still under development, no immediate contribution to earnings is expected. Based on the prospects of the residential sector in Dalian, we concur with the Directors’ view that developing the Projects will broaden the revenue base of the Group.

Effects on gearing and working capital

As at 30 June 2008, the Group’s gearing level (being calculated as net debts divided by the total Shareholders equity) was approximately 40.5%. Upon completion of transactions contemplated under the Agreements, the Group will incur a net cash outflow of approximately RMB480 million, being the cash consideration for the Acquisitions. Based on the Company’s 2008 interim report, the audited financial statements of Tsanghao Real Estate Company as at 30 September 2008 and the increase in share capital pursuant to the issue of share consideration, the estimated gearing ratio will increase slightly to 42.3% after completion of the Acquisitions. We are of the view that the impact on the gearing ratio of the Group will be insignificant.

The Company had bank balances and cash of approximately RMB6,722 million as at 30 June 2008. Given that the cash consideration is only RMB480 million, and also that the committed capital expenditures stated in the audited financial statements of the three project companies as at 30 September 2008 were approximately RMB709 million, we are of the view that the Acquisitions will not have any significant adverse impact on the working capital position and the normal operations of the Group following the Acquisitions.

CONCLUSION & RECOMMENDATION

The Group is one of the leading property developers in the PRC focusing on Pan Bohai Rim and derives revenue mainly from sale of developed properties, property investment and other real estate related businesses, including property management.

As stated in the Company’s interim report 2008, in light of the recent real estate market adjustment in the PRC, the Board has taken a more cautious approach to land replenishment but still seeking good opportunities to expand land bank in cities with high future development potential. We consider the Acquisitions that slightly increase the land bank in Dalian is consistent with the Group’s market positioning and development strategy.

We have taken into account the principal factors set out in more detail above, but in particular (i) the aggregated consideration of RMB1,200 million represents a discount to the NAV of the acquiring companies after adjusting for the fair market value of the Projects; (ii) the Acquisitions not being expected to have material adverse impact on the Group’s working capital; (iii) the issue of consideration Shares as part of the payment can reduce the cash outflow in associate with the Acquisitions; and (iv) the consideration Shares being issued at a premium to the market price without substantial dilution on existing Shareholders.

— 36 —

LETTER FROM ANGLO CHINESE

Based on these principal factors, we consider the terms and conditions of the Acquisitions are on normal commercial terms, and the terms of the Grand More SP Agreement and the Tsanghao Agreement, and the proposal for the grant of specific mandate to issue Shares are fair and reasonable and in the interest of the Company and its independent shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the independent shareholders to vote in favour of the resolutions to be proposed at the EGM in associated with the Acquisitions.

Yours faithfully, for and on behalf of Anglo Chinese Corporate Finance, Limited Michael Fok Director

— 37 —

VALUATION REPORT

APPENDIX I

Set out below are the text of the Valuation Report prepared by Vigers, an independent property valuer, for inclusion in this circular.

Vigers Appraisal & Consulting Limited International Asset Appraisal Consultants

10th Floor, The Grande Building 398 Kwun Tong Road Kowloon Hong Kong

==> picture [73 x 73] intentionally omitted <==

28 October 2008

The Directors Sino-Ocean Land Holdings Limited Suite 1512 One Pacific Place 88 Queensway Hong Kong

Dear Sirs,

In accordance with Sino-Ocean Land Holdings Limited (the “Company”) instructions for us to value the property interests held by 乾豪集團有限公司 (Tsanghao Group Co. Ltd.) (“Tsanghao Company”) and its subsidiaries (hereinafter referred to as the “Tsanghao Group”) in the People’s Republic of China (the “PRC”), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such property interests as at 30 September 2008 (the “date of valuation”) for the purpose of incorporating into the circular.

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

In valuing the property interests, we have valued each of these property interests on the basis that these properties will be developed and completed in accordance with the Tsanghao Group’s latest development proposals as provided to us. We have assumed that approvals for the proposals have been obtained or will be obtained without undue time delay. In arriving at our opinion of value, we have adopted the direct comparison approach by making reference to comparable sales evidences as available in the relevant market and have also taken into account the expended construction costs and the construction costs that will be expended to complete the development to reflect the quality of the completed development.

Our valuation has been made on the assumption that the owner sells the property interests on the open market in its existing state without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the value of the property interests. In addition, no forced sale situation in any manner is assumed in our valuation.

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VALUATION REPORT

APPENDIX I

We have not caused title searches to be made for the property interests at the relevant government bureau in the PRC. We have been provided with certain extracts of title documents relating to the property interests in the PRC. However, we have not inspected the original documents to verify the ownership, encumbrances or existence of any subsequent amendments which may not appear on the copies handed to us. In undertaking our valuation for the property interests in the PRC, we have relied on the legal opinions provided by the Company’s PRC legal adviser, Lei Jie Law Office (the “PRC legal opinion”).

We have relied to a considerable extent on information provided by the Company and have accepted advice given to us by the Company on such matters as planning approvals or statutory notices, easements, tenure, occupation, lettings, site and floor areas and in the identification of the properties and other relevant matter. We have also been advised by the Company that no material facts had been concealed or omitted in the information provided to us. All documents have been used for reference only.

All dimensions, measurements and areas included in the valuation certificates are based on information contained in the documents provided to us by Company and are approximations only. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interior of the properties. However, we have not carried out a structural survey nor have we inspected woodwork or other parts of the structures which are covered, unexposed or inaccessible and we are therefore unable to report that any such parts of the properties are free from defect. No tests were carried out on any of the services.

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

In valuing the property interests, we have complied with the requirements set out in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors (HKIS).

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

We enclose herewith a summary of valuation and the valuation certificates.

Yours faithfully, For and on behalf of Vigers Appraisal & Consulting Limited Raymond Ho Kai Kwong Registered Professional Surveyor MRICS MHKIS MSc(e-com) Deputy Managing Director

Note: Mr. Raymond Ho Kai Kwong, Chartered Surveyor, MRICS MHKIS MSc(e-com), has over twenty years’ experiences in undertaking valuations of properties in Hong Kong and has over fifteen years’ experiences in valuations of properties in the PRC.

— 39 —

VALUATION REPORT

APPENDIX I

SUMMARY OF VALUATION

Property interests owned by the Tsanghao Group in the PRC

Property

A development project located at Minzhu Village and Longwangmaio Village, Chengguan Street, Zhuanghe City, Dalian, Liaoning Province, the PRC (the “Xiang Song Project”)
A development project located at Red Star Bing Hai District, Dalian Economic Technology Development Zone, Dalian, Liaoning Province, the PRC (the “Red Star Project”)
A development project located at Jin Ma Road, Dalian Economic Technology Development Zone, Dalian, Liaoning Province, the PRC (the “Xi Shan Project”)

Total :

Market Value in existing state as at 30 September 2008

RMB190,000,000

RMB3,790,000,000

RMB136,000,000

RMB4,116,000,000

— 40 —

VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATES

Property interests owned by the Tsanghao Group in the PRC

Market Value in
Particulars of existing state as at
Property Description and Tenure occupancy 30 September 2008
1. A development project The property comprises two parcels of land The property is RMB190,000,000 located at Minzhu with a total site area of approximately under construction. Village and 107,516 sq.m. Longwangmaio Village, Chengguan Street, The property is planned to be developed into Zhuanghe City, Dalian, a composite commercial and residential Liaoning Province, development with a total gross floor area of the PRC approximately 175,700 sq.m. (the “Xiang Song It is expected that the development will be
Project”) completed in 2009. The property is held with the land use rights for terms expiring on 29 November 2047 for commercial use and 29 November 2077 for residential use.

Notes:

According to 2 State-owned Land Use Rights Certificates (Document Nos.: Zhuang Guo Yong (2007) Zi Nos. 01107 and 01108), the land use rights of the property having a total site area of pproximately 107,516 sq.m. have been granted to 大連乾豪房地產開發有限公司 (Dalian Tsanghao Real Estate Company Limited). The details are as follows:

No. State-owned Land Use Rights Certificate No. Usage Expiry Date 1. Zhuang Guo Yong (2007) No. 01107 (Land Lot No. 2007-01107) Commercial and Residential Commercial: 29 November 2047 Residential: 29 November 2077 2. Zhuang Guo Yong (2007) No. 01108 (Land Lot No. 2007-01108) Commercial and Residential Commercial: 29 November 2047 Residential: 29 November 2077 Total :	Site Area (sq.m.) 51,977.52 55,538.48
	107,516

According to a Construction Work Planning Permit (Document No.: Zhuang Gui Fa Gong Zi No. 2007-074), the approved construction scale is 175,685 sq.m.
According to 2 Construction Work Commencement Permits (Document No.: 2007-092 and 2007-093), Dalian Tsanghao Real Estate Company Limited has been permitted to construct buildings with a total area of approximately 175,700 sq.m. for commercial and residential uses.

— 41 —

VALUATION REPORT

APPENDIX I

According to the Mortgage Contract (Contract No.: 85906200800000097), the land parcels of the property is subject to a mortgage in favour of the Agricultural Bank of China Dalian Economic Technology Development Zone Branch (the “Mortgagee”) for a term from 16 May 2008 to 15 November 2011.
According to the Mortgage Contract (Contract No.: 85906200800000160), the Phase 1 of the property is subject to a mortgage in favour of the Agricultural Bank of China Dalian Economic Technology Development Zone Branch (the “Mortgagee”) for a term from 27 August 2008 to 26 February 2012.
The PRC legal opinion states, inter alia, the following:
(i) The land use rights of the property are vested in Dalian Tsanghao Real Estate Company Limited.
(ii) Dalian Tsanghao Real Estate Company Limited is entitled to occupy, transfer, lease, mortgage or dispose of the property. However, the property is subject to mortgage, thus the written consent from the Mortgagee is required for the transferring, leasing and re-mortgaging of the property.
(iii) Except the mortgages disclosed in Notes 4 and 5, the property is free from any other mortgages and third party encumbrances.

— 42 —

VALUATION REPORT

APPENDIX I

Market Value in
Particulars of existing state as at
Property Description and Tenure occupancy 30 September 2008
1. A development project The property comprises a parcel of land with The property is RMB3,790,000,000 located at Red Star a total site area of approximately 1,122,367 under the stage of Bing Hai District, sq.m. demolishing the Dalian Economic old buildings Technology The property is planned to be developed into erected thereon. Development Zone, a composite commercial and residential Dalian, development. Liaoning Province, the PRC The property is held with the land use rights (the “Red Star for terms expiring on 9 January 2047 for Project”) commercial use and 9 January 2057 for residential use.

Notes:

According to a State-owned Land Use Rights Grant Contract, the land use rights of the property having a total site area of approximately 1,122,367 sq.m. has been granted to 大連正乾置業有限公司 (Dalian Sky-Upright Property Limited) and 大連明遠置業有限公司 (Dalian Sunny-Ocean Property Limited) for commercial and residential uses for terms expiring on 9 January 2047 for commercial use and 9 January 2057 for residential use. According to the planning conditions, the property is permitted to build a development with gross floor areas of approximately 1,401,877.3 sq.m. for residential use and 139,761 sq.m. for commercial use.
According to 2 Construction Land Planning Permits (Document Nos.: Di Zi Nos. 200800015 and 200800016), the property having a total site area of approximately 1,122,367 sq.m. has been granted to Dalian Sky-Upright Property Limited and Dalian Sunny-Ocean Property Limited.

— 43 —

VALUATION REPORT

APPENDIX I

According to 4 State-owned Land Use Rights Certificates (Document Nos.: Da Kai Guo Yong (2008) Zi Nos. 0398, 0399, 0400 and 0401), the land use rights of the property having a total site area of approximately 219,635 sq.m. have been granted to Dalian Sky-Upright Property Limited and Dalian Sunny-Ocean Property Limited. The details are as follows:

	State-owned Land Use		Land Use
No.	Rights Certificate No.	Usage	Rights Owner	Expiry Date	Site Area
					(sq.m.)
1.	Da Kai Guo Yong	Commercial and	Dalian Sky-Upright	Commercial:	62,862
	(2008) No. 0398	Residential	Property Limited	9 January 2047
	(Land Lot No. 057602-01)			Residential:
				9 January 2057
2.	Da Kai Guo Yong	Commercial and	Dalian Sky-Upright	Commercial:	49,059
	(2008) No. 0399	Residential	Property Limited	9 January 2047
	(Land Lot No. 0576003)			Residential:
				9 January 2057
3.	Da Kai Guo Yong	Commercial and	Dalian Sky-Upright	Commercial:	37,452
	(2008) No. 0400	Residential	Property Limited	9 January 2047
	(Land Lot No. 0576005)			Residential:
				9 January 2057
4.	Da Kai Guo Yong	Commercial and	Dalian Sunny-Ocean	Commercial:	70,262
	(2008) No. 0401	Residential	Property Limited	9 January 2047
	(Land Lot No. 0576013-01)			Residential:
				9 January 2057
				Total:	219,635

As informed by the Company, the State-owned Land Use Rights Certificates of the remaining portion of the property is under application.
In the course of our valuation, we have assumed that the State-owned Land Use Rights Certificates for the property having a total site area of approximately 1,122,367 sq.m. have been obtained.
The PRC legal opinion states, inter alia, the following:
(i) The land use rights of the property are vested in Dalian Sky-Upright Property Limited and Dalian Sunny-Ocean Property Limited.
(ii) Dalian Sky-Upright Property Limited and Dalian Sunny-Ocean Property Limited are entitled to occupy, transfer, lease, mortgage or dispose of the property.
(iii) The property is free from any other mortgages and third party encumbrances.

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VALUATION REPORT

APPENDIX I

Market Value in
Particulars of existing state as at
Property Description and Tenure occupancy 30 September 2008
1. A development project The property comprises a parcel of land The property is RMB136,000,000 located at Jin Ma (Land Lot No. 0508035) with a total site area occupied by old Road, Dalian Economic of approximately 17,123 sq.m. buildings which Technology will be demolished. Development Zone, The property is planned to be developed into Dalian, a composite commercial and residential Liaoning Province, development. the PRC (the “Xi Shan Project”) The property is held with the land use rights for terms expiring on 22 January 2048 for commercial use and 22 January 2058 for residential use.

Notes:

According to the State-owned Land Use Rights Certificate (Document No.: Da Kai Guo Yong (2008) Zi No. 0314), the land use rights of the property having a total site area of approximately 17,123 sq.m. have been granted to 大連乾豪房地產開發有限公司 (Dalian Tsanghao Real Estate Company Limited) for commercial and residential uses for terms expiring on 22 January 2048 for commercial use and 22 January 2058 for residential use. According to the planning conditions, the property is permitted to build a development with gross floor areas of approixmately 65,622 sq.m. for residential use and 14,000 sq.m. for commercial use.
The PRC legal opinion states, inter alia, the following:
(i) The land use rights of the property are vested in Dalian Tsanghao Real Estate Company Limited.
(ii) Dalian Tsanghao Real Estate Company Limited has not obtained the Construction Land Planning Permit of the property. According to the PRC laws, it is subject to the risk that the land use rights of the property may be cancelled by the PRC government, and Dalian Tsanghao Real Estate Company Limited will be required to return the property to the PRC government.
(iii) Dalian Tsanghao Real Estate Company Limited is entitled to occupy, transfer, lease, mortgage or dispose of the property on the provision that the land use rights of the property have not been cancelled by the PRC government.
(iv) The property is free from any other mortgages and third party encumbrances.
In the course of our valuation, we have assumed that the land use rights of the property obtained by Dalian Tsanghao Real Estate Company Limited would not be cancelled by the PRC government.

— 45 —

DETAILS OF THE DIRECTOR TO BE RE-ELECTED

APPENDIX II

Pursuant to the code provision A.4.2 of the Code on Corporate Governance Practices set out in Appendix 14 to the Listing Rules, all Directors appointed to fill a casual vacancy or as an addition to the Board shall be subject to election by the Shareholders at the first general meeting after their appointment. Accordingly, the Company proposes the election of Mr. Yin Yingneng Richard as non-executive Director by the Shareholders at the EGM.

Set out below are the details of Mr. Yin who offers himself for re-election at the EGM:

Mr. Yin, aged 55, has over 10 years of experience in various regulatory organizations. He held various senior positions in the Australian Securities Commission, the New South Wales Corporate Affairs and the Securities and Futures Commission of Hong Kong. Mr. Yin is currently the Chairman of First China Financial Holdings Limited, a company listed on the Growth Enterprise Board of the Stock Exchange, and an independent non-executive director of Goldlion Holdings Limited, a company listed on the Main Board of the Stock Exchange. Save as disclosed in the foregoing, Mr. Yin has not held directorship in any other listed public companies in the past three years. Mr. Yin is a fellow member of the Hong Kong Institute of Certified Public Accountants, the Institute of Chartered Accountants in England and Wales, and the Institute of Chartered Accountants in Australia.

The appointment of Mr. Yin as a non-executive director of the Company is for a term of one year commencing on 16 May 2008 and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Yin will be entitled to an annual directors’ fee of HK$200,000, which was determined by the Board with reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

Apart from being a non-executive director of the Company, Mr. Yin does not hold any position with the Company or any of its subsidiaries. Mr. Yin is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Yin was deemed to be interested, within the meaning of Part XV of the SFO, in 16,200,000 Shares. Details are set out under the section headed “Appendix III — Disclosure of Interests — Directors and chief executive”.

Save as mentioned above, Mr. Yin confirmed that there are no other matters that need to be brought to the attention of the shareholders of the Company in connection with his appointment and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

— 46 —

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors and chief executive

As at the Latest Practicable Date, the interests and short position of each Director and the chief executive of the Company in the ordinary shares of the Company which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, recorded in the register required to be kept by the Company pursuant to section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies were as follows:

			Number of
			underlying		% of the
			shares		issued share
		Number of	comprised		capital of
Name of Directors	Capacity	shares held	in Options	Total	the Company
Li Ming	Interest of controlled	124,490,520(L)	7,280,000(L)	131,770,520	2.949%
	corporation	(Note 2)
	(Note 1)
Liang Yanfeng			1,930,000(L)	1,930,000	0.043%
Chen Runfu			2,710,000(L)	2,710,000	0.061%
Yin Yingneng Richard	Beneficial owner	16,000,000(L)	200,000(L)	16,200,000	0.363%
Tsang Hing Lun			300,000(L)	300,000	0.007%
Gu Yunchang			300,000(L)	300,000	0.007%
Han Xiaojing			300,000(L)	300,000	0.007%
Zhao Kang			300,000(L)	300,000	0.007%

Note:

(i) The 124,490,520 shares were registered in the name of and beneficially owned by Fair Top Management Limited and Eagle Raider Management Limited. Mr. Li Ming, a director of the Company, has a 100% interest in both of the companies, and was deemed to have interests in the 124,490,520 shares by virtue of the SFO.

(ii) (L) denotes long position.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, the chief executive and any other person had any long or short positions in the shares, underlying shares or debentures of the Company as recorded in the register required to be kept under section 352 of the SFO.

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GENERAL INFORMATION

APPENDIX III

(b) Substantial Shareholders

As at the Latest Practicable Date, so far as was known to the Directors or the chief executive, persons having interests and short positions in 5% or more in the shares, underlying shares and debentures of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV, and required to be recorded in the register of interests and short positions required to be kept by the Company pursuant to section 336 of the SFO were as follows:

			Number of
		Long/short	ordinary
Name of shareholders	Capacity	position	shares held	Percentage
China Ocean Shipping (Group)	Interest of controlled	Long	928,201,000	20.77%
Company (Note i)	corporation
COSCO (Hong Kong) Group	Interest of controlled	Long	928,201,000	20.77%
Limited (Note i)	corporation
True Smart International Limited	Interest of controlled	Long	928,201,000	20.77%
(Note i)	corporation
COSCO International Holdings	Interest of controlled	Long	928,201,000	20.77%
Limited (Note i)	corporation
COSCO (B.V.I.) Holdings Limited	Interest of controlled	Long	928,201,000	20.77%
(Note i)	corporation
COSCO International Land	Interest of controlled	Long	928,201,000	20.77%
(B.V.I.) Limited (Note i)	corporation
COSCO International Land	Interest of controlled	Long	928,201,000	20.77%
Limited (Note i)	corporation
Sunny Wealth Investments	Beneficial owner	Long	928,201,000	20.77%
Limited (Note i)
Sinochem Corporation (Note ii)	Interest of controlled	Long	636,420,000	14.24%
	corporation
Sinochem Hong Kong (Group)	Beneficial owner	Long	636,420,000	14.24%
Co Ltd. (Note ii)

Notes:

(i) The 928,201,000 shares were beneficially owned by Sunny Wealth Investments Limited which was wholly owned by COSCO International Land Limited. COSCO International Land Limited was wholly owned by COSCO International Land (B.V.I.) Limited which in turn was wholly owned by COSCO (B.V.I.) Holdings Limited. True Smart International Limited was interested in 59.04% of COSCO International Holdings Limited which wholly owned COSCO (B.V.I.) Holdings Limited. True Smart International Limited was wholly owned by COSCO (Hong Kong) Group Limited which in turn was wholly owned by China Ocean Shipping (Group) Company.
(ii) The 636,420,000 shares were registered in the name of and beneficially owned by Sinochem Hong Kong (Group) Co Ltd which was wholly owned by Sinochem Corporation.

— 48 —

GENERAL INFORMATION

APPENDIX III

As at the Latest Practicable Date, Mr. Li Jianhong, a non-executive director and Chairman of the Company, also served as the vice president of China Ocean Shipping (Group) Company and an executive director of COSCO International Holdings Limited; Mr. Luo Dongjiang, a non-executive director and Vice Chairman of the Company, also served as the chairman and a non-executive director of Sinochem International (Holding) Co., Ltd. and the chief legal counsel of Sinochem Corporation and its subsidiaries; Mr. Liang Yanfeng, a non-executive director of the Company, also served as the managing director of COSCO International Holdings Limited.

3. PROCEDURES FOR DEMANDING A POLL BY SHAREHOLDERS AT A GENERAL MEETING

Pursuant to the Listing Rules, any vote taken at a meeting held to seek approval of a connected transaction must be taken by poll. Accordingly, the resolution to be proposed at the Extraordinary General Meeting in respect of the transactions to be convened shall be decided on poll. Set out below is the procedure by which the Shareholders may demand a poll pursuant to the constitutional document of the Company.

Pursuant to Article 65 of the articles of association of the Company (the “Articles”), at general meeting, a resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded. A poll shall be demanded by the chairman of the meeting and/or the directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at the relevant general meeting where, on a show of hands a meeting votes in the opposite manner to that instructed in those proxies. Subject to the Articles and to the provisions of the Companies Ordinance (Laws of Hong Kong, Chapter 32), a poll may be demanded;

(a) by the chairman; or
(b) by not less than three (3) members having the right to vote a the meeting or
(c) by a member or members present in person or by proxy, representing not less than one-tenth of the total voting right of all the members having the right to vote at the meeting; or
(d) by a member or members holding Shares conferring a right to vote at the meeting on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.

4. DIRECTORS’ INTERESTS IN CONTRACTS

(a) Mr. Li Ming and Mr. Chen Runfu, being our two executive directors, have each entered into a service contract with our Company for an initial term of three years commencing from the listing date, being 28 September 2007 until terminated by not less than three calendar months’ notice in writing served by either party. The initial annual salary of Mr. Li Ming and Mr. Chen Runfu shall be an amount not less than RMB3.90 million and RMB1.59 million respectively and will be reviewed annually.

— 49 —

GENERAL INFORMATION

APPENDIX III

Each of Mr. Li Jianhong, Mr. Luo Dongjiang, Mr. Liang Yanfeng, Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang, being our non-executive and independent non-executive Directors, has entered into a letter of appointment with our Company on 3 September 2007 except Mr. Yin Yingneng Richard entered into a letter of appointment with our Company on 16 May 2008. The aggregate annual fees payable to our non-executive and independent non-executive directors under the letters of appointment is HK$1,000,000, except Mr. Li Jianhong, Mr. Luo Dongjiang and Mr. Liang Yanfang, non-executive Directors, shall not be entitled to any director’s fees.

Save as disclosed above, none of our Directors has or is proposed to have a service contract with any member of our Group (other than contracts expiring or determinable by the employer within one year without the payment of compensation other than the statutory compensation).

(b) As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which had been, since 31 December 2007, being the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.
(c) As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting as at the date of this circular and which is significant in relation to the business of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors or their respective associates had any business or interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

6. LITIGATION

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

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2007, being the date of the latest published audited financial statements of the Company.

— 50 —

GENERAL INFORMATION

APPENDIX III

8. EXPERTS

The following are the qualifications of the experts who have given opinion or advice which is contained in this circular:

Name Qualifications Anglo Chinese A licensed corporation under the SFO permitted to engage in types 1, 4, 6, 9 regulated activities Vigers Independent property valuer

Anglo Chinese has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter or its name in the form and context in which they respectively appear.

Vigers has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its advice with respect to the valuation of properties or its name in the form and context in which they respectively appear.

Neither Anglo Chinese nor Vigers has any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

Neither Anglo Chinese nor Vigers has any direct or indirect interests in any assets which have been, since 31 December 2007 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed or by or leased to any member of the Group, or which are proposed to be acquired or disposed of by or leased to any member of the Group.

9. MISCELLANEOUS

(a) The registered office of the Company is at Suite 1512, One Pacific Place, 88 Queensway, Hong Kong. The principal place of business of the Company is 31-33 Floor, Block A, Ocean International Center, 56 Dongsihuanzhonglu, Chaoyang District, Beijing, the PRC.
(b) The qualified accountant and the company secretary of the Company is Mr. Sum Pui Ying, who is a fellow member of the Hong Kong Institute of Certified Public Accountant and the Chartered Association of Certified Accountants.
(c) The Company’s share registrar and transfer office is Computershare Hong Kong Investor Services Limited, which is situated at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(d) The English version of this circular shall prevail over the Chinese version in case of any discrepancy.

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GENERAL INFORMATION

APPENDIX III

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the Company at Suite 1512, One Pacific Place, 88 Queensway, Hong Kong during normal business hours on any business day, from the date of this circular up to and including 18 December 2008:

(a) the Grand More SP Agreement;
(b) the Tsanghao SP Agreement;
(c) the letter from the Independent Board Committee, the text of which is set out under the section headed “ Letter from the Independent Board Committee ” of this circular;
(d) the letter from Anglo Chinese, the text of which is set out under the section headed “ Letter from Anglo Chinese ” of this circular;
(e) the Valuation Report, the text of which is set out under the sections headed “ Appendix I — Valuation Report ” of this circular;
(f) the consent letter from Anglo Chinese referred to in the paragraph headed “ Expert ” in this Appendix III; and
(g) the consent letter from Vigers referred to in the paragraph headed “ Expert ” in this Appendix III.

— 52 —

NOTICE OF EGM

==> picture [368 x 127] intentionally omitted <==

(Stock Code: 03377)

Notice of Extraordinary General Meeting

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ Meeting ”) of Sino-Ocean Land Holdings Limited (the “ Company ”) will be held at Level 5, One Pacific Place, 88 Queensway, Hong Kong on Thursday, 18 December 2008 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications or amendments, the following resolutions numbered 1 and 2 as ordinary resolutions of the Company to be taken by way of poll and Mr. Wang Xiaoming and his associates will abstain from voting, and numbered 3 as ordinary resolution of the Company and no shareholder of the Company will abstain from voting:

ORDINARY RESOLUTIONS

“ THAT (i) the sale and purchase agreement (the “ Grand More SP Agreement ”) dated 7 November 2008 entered into between Mr. Wang Sheng Yi and Key Sky Group Limited as vendors and Sino-Ocean Land (Hong Kong) Limited (a wholly-owned subsidiary of the Company) and Bright King International Limited (a wholly-owned subsidiary of the Company) as purchasers, with respect to the sale and purchase of the entire issued capital of Grand More Group Limited at a consideration of RMB720,000,000, a copy of which has been produced at the Meeting marked “ A ” and signed by the chairman of the Meeting for identification purpose; and (ii) the sale and purchase agreement (the “ Tsanghao SP Agreement ”) dated 7 November 2008 entered into between 乾豪集團有限公司 (Tsanghao Group Company Limited) as vendor and 北京遠坤房地產開發有限公司 (Beijing Yuankun Properties Development Company Limited) as purchaser, with respect to the sale and purchase of the entire equity interests in 大連乾豪房地產開發有限公司 (Dalian Tsanghao Real Estate Company Limited) at a consideration of RMB480,000,000, a copy of which has been produced at the Meeting marked “ B ” and signed by the chairman of the Meeting for identification purpose, be and are hereby approved, confirmed and/or ratified; the transactions contemplated under the Grand More SP Agreement and the Tsanghao SP Agreement be and are hereby approved; and the Directors of the Company (the “ Directors* ”) be and are hereby authorized to do such acts and things, to sign and execute such other documents and to take such steps as the Directors in their discretion consider necessary, appropriate, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Grand More SP Agreement and the Tsanghao SP Agreement.”
For identification purpose only.

— 53 —

NOTICE OF EGM

“ THAT subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consideration Shares (as defined below) either unconditionally or subject to such condition as may be reasonably acceptable to the Company, the Directors be and are hereby authorized to allot and issue not more than 202,711,000 new shares of the Company (the “ Consideration Shares ”) of par value of HK$0.80 each in the share capital of the Company to Key Sky in accordance with the terms and conditions of the Grand More SP Agreement, and that the Directors be and are hereby authorized to do all such acts and things, to sign and execute such other documents and to take such steps as the Directors may in their discretion consider necessary, appropriate, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the allotment and issue of the Consideration Shares.”
“ THAT Mr. Yin Yingneng Richard be and is hereby elected as a non-executive Director of the Company and the Board of Directors of the Company be and is hereby authorised to fix his remuneration.”

By Order of the Board Sino-Ocean Land Holdings Limited Li Jianhong Chairman

Hong Kong, 28 November 2008

Registered Office: Suite 1512, One Pacific Place 88 Queensway Hong Kong

Notes:

The register of members of the Company will be closed from Monday, 15 December 2008 to Thursday, 18 December 2008 (both days inclusive), during which period no transfer of shares will be registered. In order to be entitled to attend the Meeting, all transfer documents together with relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than Friday, 12 December 2008 on 4:30 p.m.
A member entitled to attend and vote at the Meeting may appoint one or more proxies to attend and, on a poll, to vote in his stead. A proxy need not be a member of the Company but must be present in person to represent the member.

— 54 —

NOTICE OF EGM

In the case of joint holders of any share, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).
In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed on it together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of it must be deposited at the office of the Company’s share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

— 55 —

AI assistant

Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2008

50828_rns_2008-11-27_3164cdfc-4990-4b2f-88f3-639fb4344122.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

CONNECTED AND DISCLOSEABLE TRANSACTION

Independent Financial Adviser to

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

(Stock Code: 03377)

CONNECTED AND DISCLOSEABLE TRANSACTION

(3) Proposed Re-election of Director

INTRODUCTION

LETTER FROM THE BOARD

THE GRAND MORE SP AGREEMENT

Date

Parties

Conditional sale and purchase of the entire issued share capital of Grand More

Consideration and payment

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Conditions Precedent

LETTER FROM THE BOARD

Completion

THE TSANGHAO SP AGREEMENT

Date

Parties

Conditional sale and purchase of the entire equity interests in Tsanghao Real Estate Company

Consideration and payment

Conditions Precedent

LETTER FROM THE BOARD

Completion

GROUP CHARTS

INFORMATION ABOUT THE COMPANY, SINO-OCEAN HK, BRIGHT KING AND BEIJING YUANKUN

INFORMATION ABOUT MR. WANG SHENG YI, KEY SKY AND GRAND MORE

INFORMATION ABOUT TSANGHAO GROUP AND TSANGHAO REAL ESTATE COMPANY

LETTER FROM THE BOARD

INFORMATION ABOUT DALIAN SKY UPRIGHT AND DALIAN SUNNY OCEAN

LETTER FROM THE BOARD

INFORMATION ABOUT THE XIANG SONG PROJECT, THE XI SHAN PROJECT AND THE RED STAR PROJECT

The Xiang Song Project

LETTER FROM THE BOARD

The Xi Shan Project

The Red Star Project

Pre-sales of the Xiang Song Project and the Red Start Project

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE TRANSACTIONS CONTEMPLATED UNDER THE GRAND MORE SP AGREEMENT AND THE TSANGHAO SP AGREEMENT

FINANCIAL EFFECTS ON THE TRANSACTIONS CONTEMPLATED UNDER THE GRAND MORE SP AGREEMENT AND THE TSANGHAO SP AGREEMENT

PROPOSED GRANT OF SPECIFIC MANDATE TO ISSUE SHARES

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

EGM

LETTER FROM THE BOARD

RECOMMENDATION

ADDITIONAL INFORMATION

(Stock Code: 03377)

CONNECTED AND DISCLOSEABLE TRANSACTION

(1) Conditional sale and purchase of the entire issued share capital of Grand More Group Limited and Dalian Tsanghao Real Estate Company Limited and

(2) Proposed grant of specific mandate to issue Shares

CONNECTED AND DISCLOSEABLE TRANSACTION

INTRODUCTION

LETTER FROM ANGLO CHINESE

BASIS OF OUR OPINION

LETTER FROM ANGLO CHINESE

THE ACQUISITIONS

Background and reasons

GDP and GDP per capita of Dalian for the first 9 months from 2003-2008

LETTER FROM ANGLO CHINESE

Dalian Residential Property

LETTER FROM ANGLO CHINESE

Projects to be acquired

Xi Shan Project

Xiang Song Project

Red Star Project

The company groups to be acquired

Grand More

Sino-Ocean Group Holding Limited Proxy Solicitation & Information Statement 2008