Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2009

Dec 28, 2009

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.

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

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(Stock Code: 03377)

CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN SKY CHARTER DEVELOPMENT LIMITED

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 page 9 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 10 to 17 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 Monday, 18 January 2010 at 10:30 a.m. is set out on pages 30 to 31 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 Rooms 1806-1807, 18th 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.

29 December 2009

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Basis for Determination of the Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Financial Information of the Target Company and the Three Project Companies. . . . . . . .	6
Reasons for and Benefits of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information of the Group and Sound Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Letter from Anglo Chinese. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix I — Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix II — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

— 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 9 December 2009

• “Agreement”

• the agreement dated 9 December 2009 entered into between Sound Plan (as vendor) and the Company (as purchaser) in relation to the sale and purchase of the entire issued share capital of the Target Company

• “Board”

• the board of directors of the Company

• “Company”

• Sino-Ocean Land Holdings Limited, a company incorporated with limited liability under the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and whose shares are listed on the main board of The Stock Exchange of Hong Kong Limited

• “Completion”

• completion of the sale and purchase of the entire issued share capital of the Target Company pursuant to the Agreement

• “Conditions”

• the conditions precedent to the Completion, as set out in the paragraph headed “Conditions Precedent” in this circular

• “connected person”

• having the meaning ascribed to such term in the Listing Rules

• “Consideration”

the consideration of RMB50,000,000 (equivalent to approximately HK$57,000,000) for the sale and purchase of the entire issued share capital of the Target Company pursuant to the Agreement

• “Direct Comparison Approach” the property valuation method by which the reasonable price or valuation of a property is assessed based on the value (subject to appropriate adjustment) of the recent transactions of comparable properties

• “Director(s)” director(s) 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 on Monday, 18 January 2010 at 10:30 a.m., notice of which is set out on pages 30 to 31 of this circular or, where the context so admits, any adjournment thereof

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DEFINITIONS

“Group”

the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“IFRS” International Financial Reporting Standards “Latest Practicable Date” 22 December 2009, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Independent Board Committee” an independent board committee of the Company comprising Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang, all being independent non-executive Directors “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “Moral Wealth” Moral Wealth International Limited, a limited liability company incorporated under the laws of Hong Kong and is wholly-owned by the Company “PRC” the People’s Republic of China, which for the purposes of this circular and unless the context suggests otherwise, shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan “Project Companies” three project companies, namely Yuanyang Tianqi, Yuanyang Xinhe and Yuanyang Yunhe, each of which is held as to 70% indirectly by the Company and as to 30% directly by the Target Company “Property Project” the property project located at Land Lot No. HZCC(2007)73, Daguan Road, Gongshu District, Hangzhou, Zhejiang Province, the PRC which is held by the Project Companies “Property Valuation Report” the property valuation report issued by the Valuer on 29 December 2009 in respect of the Property Project has been included in this circular “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong

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DEFINITIONS

“Sound Plan”

Sound Plan Group Limited, a company incorporated under the laws of the British Virgin Islands

• “Share(s)” share(s) with nominal value of HK$0.80 each in the issued share capital of the Company

• “Shareholder(s)” shareholder(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “subsidiary(ies)” having the meaning ascribed to such term in the Listing Rules

• “Target Company” Sky Charter Development Limited, a company incorporated under the laws of Hong Kong, the entire issued share of which is held by Sound Plan

• “Transaction” the sale and purchase of the entire issued share capital of the Target Company contemplated under the Agreement

• “Valuer” or “DTZ” DTZ Debenham Tie Leung Limited, a surveying company independent from the Group

• “Yuanyang Tianqi” 杭州遠洋天祺置業有限公司 (Hangzhou Yuanyang Tianqi Property Company Limited*), a limited liability company established under the laws of the PRC, the equity interest of which is held as to 30% by the Target Company and as to 70% by Moral Wealth

• “Yuanyang Xinhe” 杭州遠洋新河酒店置業有限公司 (Hangzhou Yuanyang Xinhe Hotel Property Company Limited*), a limited liability company established under the laws of the PRC, the equity interest of which is held as to 30% by the Target Company and as to 70% by Moral Wealth

• “Yuanyang Yunhe” 杭州遠洋運河商務區開發有限公司 (Hangzhou Yuanyang Yunhe Commercial District Development Company Limited*), a limited liability company established under the laws of the PRC, the equity interest of which is held as to 30% by the Target Company and as to 70% by Moral Wealth

“%” per cent.

For the purposes of this circular, the exchange rate of RMB1 = HK$1.14 has been used, where applicable, for purpose of illustration only and does not constitute a representation that any amounts has been, could have been or may be exchanged at any particular rate on the date or dates in question or any other date.

* 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

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

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

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

29 December 2009

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN SKY CHARTER DEVELOPMENT LIMITED

INTRODUCTION

Reference is made to the Announcement, in which it was stated that on 9 December 2009, Sound Plan (as vendor) and the Company (as purchaser) entered into the Agreement, pursuant to which Sound Plan has conditionally agreed to sell to the Company, and the Company has conditionally agreed to purchase from Sound Plan, the entire issued share capital of the Target Company held by Sound Plan subject to the conditions and in accordance with the terms of the Agreement.

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LETTER FROM THE BOARD

The purposes of this circular are (i) to provide the Shareholders with information, among other things, details of the Agreement and the Transaction; 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 Agreement and the Transaction.

THE AGREEMENT

The principal terms of the Agreement are as follows: Date: 9 December 2009 Parties: Sound Plan (as vendor) the Company (as purchaser) Assets to be acquired: 100% equity interest in the Target Company Consideration: The Consideration is RMB50,000,000 (equivalent to approximately HK$57,000,000), which, subject to satisfaction of all of the Conditions (unless otherwise waived by the Company if waivable), will be payable to Sound Plan in cash on or before 31 January 2010 by remittance to the bank account designated by Sound Plan.

BASIS FOR DETERMINATION OF THE CONSIDERATION

The Consideration was determined after arm’s length negotiations between the parties to the Agreement based on various factors including, among other things, the valuation of the Property Project of RMB4,407,380,000 (equivalent to approximately HK$5,024,413,200) as at 30 November 2009 as stated in the property valuation report prepared by 北京建華信資產評估事務所有限公司 (Beijing Jian Hua Xin Appraisal Company Limited*), an asset appraisal company independent from the Group, based on the Direct Comparison Approach; and the total asset value of the Target Company as at 31 October 2009 of approximately RMB170,340,000 (equivalent to approximately HK$194,188,000) based on the unaudited financial statements of the Target Company prepared in accordance with the IFRS for the ten months ending 31 October 2009. To provide the Shareholders with a more update valuation of the Property Project, the Company has engaged DTZ to prepare a valuation of the Property Project as at 15 December 2009 and the Property Valuation Report is set out in Appendix 1 to this circular.

CONDITIONS PRECEDENT

Completion is conditional upon each of the following Conditions having been satisfied (or waived by the Company, if waivable) on or before 31 January 2010:-

• (1) Sound Plan having delivered all books and records of the Target Company to the Company;

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LETTER FROM THE BOARD

• (2) all representations and warranties made by Sound Plan under the Agreement shall remain true, accurate and complete as at the date of Completion;

• (3) Sound Plan having performed all of its obligations under the Agreement which are required to be performed before Completion;

• (4) there has been no material adverse change in respect of the Target Company (including but not limited to those in relation to the financial condition, business and prospect of the Target Company);

• (5) all approvals, permissions, consents, filings and registration certificates required for the execution and performance of the Agreement having been obtained or completed by Sound Plan, and having been delivered to the Company by Sound Plan;

• (6) independent Shareholders approval having been obtained by the Company in respect of the Transaction in accordance with the requirements under the Listing Rules.

The Condition set out in (6) cannot be waived.

If any of the Conditions has not been satisfied (or not been waived by the Company, if waivable) on or before 31 January 2010, the Company may choose to terminate the Agreement by serving a written notice to Sound Plan, in which case the Agreement will be terminated on the date of such written notice and neither party will have any claims against the other party under the Agreement, other than those in relation to antecedent breaches.

FINANCIAL INFORMATION OF THE TARGET COMPANY AND THE THREE PROJECT COMPANIES

The unaudited net liability of the Target Company as at 31 October 2009 was approximately RMB20,147,000 (equivalent to approximately HK$22,968,000).

The attributable unaudited net losses before and after taxation of the Target Company for the year ended 31 December 2008 were both approximately RMB2,404,000 (equivalent to approximately HK$2,741,000). The attributable net profits before and after taxation of the Target Company for the period from the date of its incorporation to 31 December 2007 were both nil.

The unaudited net asset value of Yuanyang Tianqi, Yuanyang Xinhe and Yuanyang Yunhe as at 31 October 2009 were approximately RMB315,363,000 (equivalent to approximately HK$359,514,000), RMB49,814,000 (equivalent to approximately HK$56,788,000) and RMB267,401,000 (equivalent to approximately HK$304,837,000), respectively. Accordingly, the aggregate net asset value of the Project Companies attributable to the 30% shareholdings held by the Target Company in the Project Companies as at 31 October 2009 was approximately RMB189,773,000 (equivalent to approximately HK$216,341,000).

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LETTER FROM THE BOARD

The attributable audited net losses (both before and after taxation) of Yuanyang Tianqi, Yuanyang Xinhe and Yuanyang Yunhe from their respective date of incorporation to 31 December 2008 were approximately RMB3,742,000 (equivalent to approximately HK$4,266,000), RMB176,000 (equivalent to approximately HK$201,000) and RMB361,000 (equivalent to approximately HK$412,000), respectively.

REASONS FOR AND BENEFITS OF THE TRANSACTION

The Company is actively looking for a strategic partner with strong capital base and business presence in Hangzhou to cooperate with it in the development of the Property Project. The Company believes that it will be able to leverage on the local market expertise and knowledge of such strategic partner, which will be beneficial to the long-term development of the Property Project and other future projects of the Company in Hangzhou. Upon Completion of the Transaction, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility for the Company to introduce any potential strategic partner to invest in the Property Project.

INFORMATION ON THE GROUP AND SOUND PLAN

The Group is one of the largest real estate companies in Beijing and has a diversified portfolio of development projects and investment projects. The Group primarily develops medium to high-end residential properties, premium grade office premises, retail spaces and serviced apartments.

Sound Plan is principally engaged in investment holding business.

LISTING RULES IMPLICATIONS

Sound Plan holds the entire issued share capital in the Target Company. The Target Company is the registered holder of a 30% interest in the Project Companies, which in turn are indirect subsidiaries of the Company. As such, Sound Plan is a substantial shareholder of the indirect subsidiaries of the Company, and therefore a connected person of the Company. Accordingly, the Transaction constitutes a connected transaction for the Company under the Listing Rules.

As the highest of the applicable percentage ratios in respect of the Transaction exceeds 2.5% but is less than 25%, the Transaction is subject to the reporting and announcement requirements under the Listing Rules and is also subject to independent Shareholders’ approval at the EGM.

Madam Ruan Yiling holds 58,000 Shares and is the wife of the sole shareholder of Sound Plan. Accordingly, she and her associates will abstain from voting at the EGM. Save as disclosed above, neither the sole shareholder of Sound Plan nor any of its other associates has any shareholding in the Company and is therefore required to abstain from voting.

The Independent Board Committee, 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 Agreement and to make recommendations to the independent Shareholders. None of the members of the Independent Board Committee has any

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LETTER FROM THE BOARD

material interest in the transactions contemplated under the Agreement. Anglo Chinese has been appointed as independent financial adviser to advise the Independent Board Committee and the independent Shareholders on the fairness and reasonableness of the terms of the Agreement and the Transactions.

EGM

A notice convening the EGM is set out on pages 30 to 31 of this circular. Ordinary resolutions in respect of the Agreement and the Transaction 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 Rooms 1806-1807, 18th 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.

RECOMMENDATION

Based on the above, the Directors (including the independent non-executive Directors) consider that the terms of the Agreement and the Transaction are normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole. 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

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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 Agreement and the Transaction for inclusion in this circular.

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(Stock Code: 03377)

29 December 2009

To the independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN SKY CHARTER DEVELOPMENT LIMITED

We have been appointed to form this Independent Board Committee to consider and advise you on the terms of the Agreement and the Transaction, details of which are set out in the circular issued by the Company to the Shareholders dated 29 December 2009 (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 4 to 8 and pages 10 to 17 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 Agreement and the Transaction are fair and reasonable and in the interests of the Company and the independent Shareholders as a whole.

Accordingly, we recommend you to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Agreement and the Transaction.

Yours faithfully, For and on behalf of

Independent Board Committee

Tsang Hing Lun

Gu Yunchang Han Xiaojing Independent non-executive Directors

Zhao Kang

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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.

ANGLO CHINESE

CORPORATE FINANCE, LIMITED 40th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong. www.anglochinesegroup.com

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29 December 2009

To the Independent Board Committee and the independent shareholders of the Company

Dear Sirs,

CONNECTED TRANSACTION ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN SKY CHARTER DEVELOPMENT LIMITED

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 respect of the terms of the Transaction. Details of which, amongst other things, are set out in the letter from the Board contained in the circular of the Company dated 29 December 2009, of which this letter forms part. Terms defined in this circular shall have the same meanings when used in this letter unless the context requires otherwise.

On 9 December 2009, Sound Plan as vendor, and the Company as purchaser, entered into the Agreement pursuant to which Sound Plan has conditionally agreed to sell to the Company, and the Company has conditionally agreed to purchase from Sound Plan, the entire issued share capital of the Target Company held by Sound Plan subject to the Conditions and in accordance with the terms of the Agreement.

By virtue of Sound Plan being a substantial shareholder of the Project Companies which in turn are indirect subsidiaries of the Company, therefore, Sound Plan is a connected person of the Company as defined under the Listing Rules. The Transaction constitutes a non-exempted connected transaction of the Company and is subject to approval by the independent shareholders of the Company according to the requirement under 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 Transaction. Votes of the independent shareholders of the Company at the EGM shall be taken by poll. Madam Ruan Yiling holds 58,000 Shares and is the wife of the sole shareholder of Sound Plan. Accordingly, she and her associates will abstain from voting at the EGM.

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LETTER FROM ANGLO CHINESE

Save for the approval from the independent shareholders of the Company at the EGM, the Transaction is also subject to the Conditions precedent as set out on pages 5 and pages 6 of this circular.

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 DTZ, an independent valuer and an independent third party, has confirmed that the Property Valuation Report in relation to the Property Project 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 Property Project 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, the Target Company, the Project Companies, or any of their respective subsidiaries or associates.

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 TRANSACTION

In formulating and giving our opinion to the Independent Board Committee and the independent shareholders of the Company in relation to the Transaction, we have taken into account the following principal factors:

Background of the Group

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. As disclosed in the Company’s 2009 interim report, the Company’s landbank portfolio

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LETTER FROM ANGLO CHINESE

comprises projects in Beijing, Tianjin, Shenyang, Zhongshan, Dalian and Hangzhou. The Company has two development projects in Hangzhou, one being the Property Project in the Canal Commercial District and the other in Hang Yimian. It is the Company’s strategy to develop mid-to-high end properties in major cities of the PRC and therefore the Transaction is in line with the Company’s development policy.

Gross Domestic Product (“GDP”) and GDP per capita[(1)] of Hangzhou from 2004 to 2009

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

GDP (RMB billion) GDP per capita (RMB)
500 70,000
450 60,000
400 50,000
350 40,000
300 30,000
250 20,000
200 10,000
2004 2005 2006 2007 2008 2009
(first 9 months) [(2)]
GDP of Hangzhou 2009 first 9 months GDP
GDP per capita of Hangzhou 2009 first 9 months GDP per capita [(3)]
----- End of picture text -----

Source: Hangzhou Municipal Bureau of Statistics (杭州市統計局) (http://www.hzstats.gov.cn)

• (1) GDP per capita is calculated by household population

• (2) GDP of 2009 is only available up to the third quarter as at the Latest Practical Date

• (3) Household population of 2009 is estimated based on 2008 household population and the population growth rate from 2007 to 2008

Hangzhou residential property

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

RMB / square meter
12,000
10,000
8,000
6,000
4,000
2,000
0
2004 2005 2006 2007 2008 2009
(first 10 months) [(1)]
average selling price of residential properties
----- End of picture text -----

• Source: Hangzhou Municipal Bureau of Statistics (杭州市統計局) (http://www.hzstats.gov.cn) and Hangzhou Property Information Network (www.hzfc.gov.cn)

• (1) Data for 2009 is only available up to October as at the Latest Practical Date

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LETTER FROM ANGLO CHINESE

As shown in the charts above, Hangzhou, being one of the major second tier cities in the PRC, has recorded a gradually growing trend for its GDP and selling price of residential properties over the last five years. Despite the global financial crisis and economic downturn that started in 2008, the PRC’s economy has continued to sustain a comparatively high rate of growth with momentum seen in the property market. It is generally expected that the PRC Government will continue to maintain an economic policy that will allow sustainable growth in the domestic consumption and local economy.

According to the Company’s 2009 interim report, the Company was able to capture the opportunities in the rebound of the PRC’s economy and its contracted sales figure grew significantly by 201% during the six months ended 30 June 2009 as compared to the corresponding period in 2008. Based on our discussion with the management, the Company aims to further capture the growing momentum in the PRC’s property market in the second half of 2009, and will remain focused on its development plan for mid-to-high end property market.

Principal terms of the Agreement

The Property Project

The Property Project, which is a plot of land in the Canal Commercial District for property development, is located in Daguan Road, Gongshu District, Hangzhou, Zhejiang Province in the PRC with a site area of approximately 198,917 square meters for combined commercial and residential use purposes. The Property Project was acquired in 2007 by the Company and Sound Plan for joint development through public bidding and remains as an undeveloped land since acquisition. Based on our discussion with the management, this property is planned to develop into a commercial, residential and hotel development complex which is expected to be completed in 2015.

The Target Company, the Project Companies and Sound Plan

The Target Company is an investment holding company incorporated under the laws of Hong Kong with limited liability and is wholly-owned by Sound Plan. The Target Company directly holds 30% of each of the Project Companies, namely Yuanyang Tianqi, Yuanyang Xinhe and Yuanyang Yunhe while the remaining 70% of each of the three companies is held indirectly by the Company. For the period ended 31 October 2009, the Target Company recorded an unaudited loss of approximately RMB 18 million with an unaudited net liability of approximately RMB 20 million as at 31 October 2009 before taking into account of any adjustment on the valuation of the Property Project. After the Completion, the Project Companies and the Property Project will be wholly owned by the Company.

The registered capital of the Target Company is HK$1 million while the development of the Property Project and Project Companies is expected to require substantial support from their substantial shareholders, including the Target Company that is interested in 30% of the Project Companies. According to the representation of the Company, the committed capital expenditure of the Property Project is about RMB129 million. Given the relatively small capital base of the Target Company as compared to the Group, the Company intends to buy out the minority stake in the Property Project currently held by Sound Plan while the Company is actively looking for a potential strategic partner with stronger capital base.

— 13 —

LETTER FROM ANGLO CHINESE

The following table shows the key financial information of the Project Companies for the period ended 31 October 2009 before any adjustment on the valuation of the Property Project under the Property Valuation Report:

Project Companies Yuanyang Tianqi Yuanyang Xinhe Yuanyang Yunhe	31 October 2009 Unaudited net loss Unaudited net asset value (RMB) (RMB) (11,070,755) 315,363,000 (6,822) 49,814,000 (762,031) 267,401,000 (11,839,608) 632,578,000	31 October 2009 Unaudited net loss Unaudited net asset value (RMB) (RMB) (11,070,755) 315,363,000 (6,822) 49,814,000 (762,031) 267,401,000 (11,839,608) 632,578,000
		632,578,000

Source: management accounts of the Project Companies for the period ended 31 October 2009

The following diagrams illustrate the holding structure of the Project Companies before and after the Completion:

Simplified holding structure before Completion

==> picture [247 x 198] intentionally omitted <==

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

Sound Plan
100%
Target Company The Company
30% 70%
Yuanyang Tianqi Yuanyang Xinhe Yuanyang Yunhe
100%
Property Project
----- End of picture text -----

— 14 —

LETTER FROM ANGLO CHINESE

Simplified holding structure after Completion

==> picture [247 x 141] intentionally omitted <==

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

The Company
100%
Yuanyang Tianqi Yuanyang Xinhe Yuanyang Yunhe
100%
Property Project
----- End of picture text -----

The Consideration

i. Basis of the Consideration

As the Property Project remains 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 the acquisition of Project Companies, we consider the Property Valuation Report issued by DTZ as of 29 December 2009 provides a good reference for determining the basis of the valuation of the Transaction. The Consideration of RMB50 million was determined by the Company after arm’s length negotiations between the parties to the Agreement based on various factors including, among other things, the valuation of the Property Project as at 30 November 2009 as stated in the property valuation report prepared by 北京建華信資產評估事務所有限公司 (Beijing Jian Hua Xin Appraisal Company Limited), an asset appraisal company independent from the Group, based on the Direct Comparison Approach; and the unaudited total asset value of the Target Company as at 31 October 2009. As discussed with the management, to provide the Shareholders with a more update valuation of the Property Project, the Company has engaged DTZ to prepare a valuation of the Property Project as at 15 December 2009. Having reviewed the unaudited financial information of the Project Companies and per discussion with the management, we are satisfied with the management’s calculation that the adjusted unaudited NAV of the Project Companies attributable to the Target Company, after taking into account of the Property Valuation Report, should be amounted to approximately RMB248.0 million, which represents an adjustment of approximately RMB77.7 million to the book value of approximately RMB170.3 million of the Project Companies attributable to the Target Company as at 31 October 2009. We are also satisfied with the management’s calculation that taking into account the above adjustment and the unaudited net liability of the Target Company as at 31 October 2009 of approximately RMB20.1 million, the adjusted unaudited NAV of the Target Company as at 31 October 2009 will be approximately RMB57.5 million. The Consideration of RMB 50 million represents a discount of approximately RMB7.5 million or 13% to the adjusted unaudited NAV of the Target Company. Given that the Consideration represents a discount of approximately 13% to the adjusted NAV of the Target Company, we are of the view that the Consideration is fair and reasonable to the Company and its Shareholders as a whole.

— 15 —

LETTER FROM ANGLO CHINESE

ii. Valuation methodology of the Valuer

The Property Project has been valued by the Valuer on 15 December 2009 at a market value of approximately RMB 4,500 million. The text of the Property Valuation Report is 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 Property Project as contained in the Property 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 methodology is, in our opinion, a reasonable approach in establishing the open market value of the Property Project.

iii. Payment method

The Consideration will be satisfied by cash on or before 31 January 2010. The Company intends to finance the Consideration with the Group’s internal resources. The Consideration represents merely 0.44 % of the cash and cash equivalents of the Group as at 30 June 2009.

Reasons for the Transaction

Given the fact that the Property Project is in a government planned central business district in Hangzhou, and as stated in the letter from the Board in this circular, the Company is actively looking for another strategic partner with strong capital base and business presence in Hangzhou to cooperate with in the development of the Property Project, we believe that by indentifying a strategic partner with local market expertise and knowledge will be beneficial to the long-term development of the Property Project and other future projects of the Company in Hangzhou. We concur with the view of the Board that upon Completion, the Property Project will become indirectly wholly-owned by the Company, which will give greater flexibility to the Company to introduce any potential strategic partner to invest in the Property Project. The Company can further expand its portfolio of development projects, broaden its revenue base and enable the Group to capture the growth in Hangzhou’s property development sector.

POSSIBLE FINANCIAL EFFECTS

The following analysis is based on the unaudited consolidated financial statements of the Company for the six months ended 30 June 2009. Upon Completion, the Project Companies will become wholly-owned subsidiaries of the Company and their financial results will be fully consolidated into the Company’s financial statements.

Effects on NAV

According to the Company’s 2009 interim report, the unaudited consolidated NAV of the Group, excluding minority interests, was approximately RMB 17,530 million as at 30 June 2009. As the Consideration of RMB50 million represents a discount of approximately RMB7.5 million to the adjusted NAV of the Target Company, we are of the view that the Transaction will have minimal effect on the consolidated NAV of the Company.

— 16 —

LETTER FROM ANGLO CHINESE

Effects on earnings

As the Target Company is an investment holding company and the Property Project remains undeveloped, no immediate contribution to the Group’s earnings is expected upon Completion.

Effects on gearing and working capital

As at 30 June 2009, the Group’s gearing level, being calculated as net debts divided by the total shareholders equity, was approximately 34%. Upon Completion, the Group will incur a net cash outflow of approximately RMB50 million, being the Consideration for the Transaction. The current liabilities amounting to approximately RMB190.5 million of the Target Company as at 31 October 2009 will also be consolidated into the net debts of the Group’s accounts. Based on the Company’s 2009 interim report and the unaudited financial statements of the Target Company as at 31 October 2009, the estimated gearing ratio will slightly increase to 35.4 % after Completion. We are of the view that the impact on the gearing ratio of the Group is insignificant.

The Company had cash and cash equivalents of approximately RMB11,341 million as at 30 June 2009. Given that the Consideration is only RMB50 million, and the committed capital expenditures of the Property Project have already been included in the financial statements of the Group as at 30 June 2009, we are of the view that the Transaction will not have any significant adverse impact on the working capital position and the normal operations of the Group following the Transaction.

RECOMMENDATION

We have considered the above principal factors and reasons and particularly (i) the strategic rationale of the Transaction; (ii) the terms of the Consideration as discussed above; and (iii) the possible financial effects. Based on the above principal factors and reasons, we consider that the Transaction is on normal commercial terms, and the entering of the Agreement is fair and reasonable and in the interest of the Company and its shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the independent shareholders of the Company to vote in favour of the resolution to be proposed at the EGM to approve the Agreement.

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

Director

— 17 —

VALUATION REPORT

APPENDIX I

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from DTZ Debenham Tie Leung Limited, an independent property valuer, in connection with its opinion of value of the property in the PRC as at 15 December 2009.

==> picture [63 x 59] intentionally omitted <==

16th Floor Jardine House 1 Connaught Place Central Hong Kong 29 December 2009

The Directors

Sino-Ocean Land Holdings Limited Suite 1512

One Pacific Place 88 Queensway Hong Kong

Dear Sirs,

• Re: The planned development at Land Lot No. HZCC (2007) 73, Daguan Road, Gongshu District, Hangzhou, Zhejiang Province, the People’s Republic of China (East to Shangtang Road, south to Daguan Road, west to Lishui Road, north to Zijing Road, also known as Canal Business District Project) 中華人民共和國浙江省杭州市拱墅區大關路杭政儲出 (2007) 73號地塊規劃專案 (東至上塘 路，南至大關路，西至麗水路，北至紫荊路，又稱《運河商務區項目》)

Instruction, In accordance with your instruction for us to value the captioned property held Purpose and by Sino-Ocean Land Holdings Limited (the “Company”) and its subsidiaries Date of (together referred to as the “Group”) in the People’s Republic of China (the Valuation “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 the property as at 15 December 2009 for public disclosure purpose only in relation to an intended acquisition.

— 18 —

VALUATION REPORT

APPENDIX I

Valuation In valuing the properties, we have complied with the requirements set out in The Standards and HKIS Valuation Standards on Properties (First Edition 2005) published by The Definition of Hong Kong Institute of Surveyors. Market Value Our valuation of the property represents its market value which in accordance with The HKIS Valuation Standards on Properties (First Edition 2005) is defined as “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”. Basis and Our valuations exclude an estimated price inflated or deflated by special terms Assumptions or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value. In valuing the property in the PRC, we have assumed that transferable land use rights in respect of the property at nominal land use fees have been granted and that any premium payable has already been fully settled. We have, unless otherwise stated, assumed that the grantees or the users of the property have free and uninterrupted rights to use, occupy, underlet or assign the property for the whole of the unexpired terms as granted. We have relied on the advice given by the Group and the opinion of the Group’s legal adviser, Grandall Legal Group (Beijing) (國浩律師集團(北京)事務所), as to the PRC laws regarding the title to the property. Our valuation is on an entire interest basis.

	No allowance has been made in our valuation for any charges, mortgages or
	amounts owing on the property nor for any expenses or taxation which may be
	incurred in effecting a sale. Unless otherwise stated, it is assumed that the
	property is free from encumbrances, restrictions and outgoings of any onerous
	nature which could affect its value.
Method of	In arriving at our opinion of value, we have adopted the direct comparison
Valuation	approach by making reference to comparable sales evidence as available in the
	relevant market.
	In valuing the property, we have complied with the requirements set out in
	Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities
	on The Stock Exchange of Hong Kong Limited.
Title	In respect of the property in the PRC, we have been provided with extracts of
Investigation	documents in relation to the titles to the property. However, we have not
	inspected the original documents to ascertain any amendments, which may not
	appear on the copies handed to us.

The status of titles and grant of major certificates, approvals and licences, in accordance with the information provided to us are set out in the notes in the valuation certificate.

— 19 —

VALUATION REPORT

APPENDIX I

Source of Information

In the course of our valuation, we have relied to a considerable extent on the information given by the Group and the opinion of the legal adviser to the Group as to the PRC laws, in respect of the property in the PRC and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, identification of land, particulars of occupancy, site and floor areas, site plans and all other relevant matters.

Dimensions, measurements and areas included in the valuation certificate are based on the information provided to us and are therefore only approximations. We have had no reason to doubt the truth and accuracy of the information provided to us by the Group which is material to the valuation. We were also advised by the Group that no material facts have been omitted from the information provided.

Site Inspection

We have inspected the exterior of the property. However, we have not carried out investigation on site to determine the suitability of the soil conditions and the services etc. of the property for any development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no unexpected extraordinary expenses or delays will be incurred during the construction period. Unless otherwise stated, we have not been able to carry out detailed on-site measurements to verify the site area of the property and we have assumed that the areas shown on the documents handed to us are correct.

Currency

Unless otherwise stated, all money amounts stated in our valuation are in Renminbi (“RMB”) which is the official currency of the PRC.

We enclose herewith our valuation certificate.

Yours faithfully, for and on behalf of

DTZ Debenham Tie Leung Limited

K.K. Chiu

Registered Professional Surveyor (GP)

China Real Estate Appraiser F.H.K.I.S., F.R.I.C.S Managing Director Valuation and Advisory Services North Asia

Note: Mr. K.K. Chiu is a Registered Professional Surveyor who has over 25 years of experience in the valuation of properties in the PRC and Hong Kong.

— 20 —

VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Property

Description and tenure

Capital value in Particulars of existing state as at occupancy 15 December 2009

The planned development at Land Lot No. HZCC (2007) 73, Daguan Road, Gongshu District, Hangzhou, Zhejiang Province, the PRC (East to Shangtang Road, south to Daguan Road, west to Lishui Road, north to Zijing Road, also known as Canal Business District Project)

中華人民共和國浙江省杭州 市拱墅區大關路杭政儲出 (2007) 73號地塊規劃專案 (東至上塘路，南至大關 路，西至麗水路，北至紫荊 路，又稱《運河商務區項 目》)

The property is a site pending for future development with a site area of approximately 198,917 sq m.

According to Contract for the Grant of the State-owned Land Use Rights and Agreement for Land Development Compensation Fees as detailed in the footnote, the permitted gross floor area of the development is summarized below:

				Permitted
				Gross Floor
**Land **	Plot		Site Area	Area	Land Use
No.		Land Use	(sq m)	(sq m)	Term
A-01,	A-02	Residential	84,889	220,711.40	70 years
B-02,	B-03	Commercial	30,783	127,243.10	40 years
		and Financial
B-04, B-06 B-07	B-05,	Office, commercial and Financial Business and cultural entertainment	72,467 10,778	234,746.40 32,334.00	40 years 40 years
			198,917	615,034.90

The property is RMB4,500,000,000 currently a vacant land pending for future development.

The land use rights of the property have been granted for terms of 70 years for residential use and 40 years for commercial and office uses.

Notes:

• (1) According to State-owned Land Use Rights Certificate No. (2009) 000231, a land plot with a site area of 55,787 sq m has been granted to Hangzhou Yuanyang Tianqi Property Co., Ltd. for a land use term due to expire on 1 November 2079 for urban residential use.

According to the PRC legal opinion, the land grant fee and land compensation fee of the property have been fully settled as at the date of valuation. Hangzhou Yuanyang Tianqi Property Co., Ltd., Hangzhou Yuanyang Xinhe Hotel Property Co., Ltd. and Hangzhou Yuanyang Yunhe Commercial District Development Co., Ltd. will obtain the land use rights of the various land plots after going through the land use process, payment of deed tax and obtaining the State-owned Land Use Rights Certificate.

• (2) According to Contract for the Grant of the State-owned Land Use Rights HTHZ (2007) No. 113 entered into between Hangzhou State-owned Land and Resources Bureau (the “Grantor”) and Moral Wealth International Limited and Sky Charter Development Limited (the “Grantee”) on 20 December 2007, the land use rights of the major parts of the property with a total site area of approximately 198,917 sq m have been granted to the Grantee for terms of 70 years for residential use and 40 years for commercial and office uses at a consideration of RMB2,368,222,635. The land use rights of the remaining part of the property with a total site area of approximately 74,969 sq m have been allocated to the Grantee for road, greenery and public square uses.

— 21 —

APPENDIX I

VALUATION REPORT

• (3) According to Agreement for Land Development Compensation Fees No. HTCX (2007) 67 dated 10 December 2007 entered into between Hangzhou Land Reserve Centre (the “Grantor”) and Moral Wealth International Limited and Sky Charter Development Limited (the “Grantee”), the total land development compensation fee for the granted sites with a total site area of approximately 198,917 sq m is RMB1,937,627,365. RMB387,520,000 is payable before 20 December 2007 as deposit. The remaining balance of the land development compensation fee is required to be settled in two payments with RMB775,040,000 payable by 10 May 2008 and RMB775,067,365 payable by 10 October 2008.

• (4) According to 3 Planning Permits for Construction Use of Land issued by Hangzhou Planning Bureau, the details of the proposed development are summarized as follows:

Permit No.		Site Area	Issue Date
		sq m
DZD330100200900290		84,889	25 May 2009
DZD330100200900319		83,400	16 June 2009
DZD330100200900320		30,500	16 June 2009
	Total:	198,789

• (5) According to a Planning Permit for Construction Works issued by Hangzhou Planning Bureau, the details of the proposed development in land plot A1 are summarized as follows:

	Planned
Permit No.	Construction Scale	Issue Date
	sq m
JZD330100200900531	78,742.37	10 December 2009

• (6) According to 6 project approval letters all dated 1 June 2009, the details of the proposed development of various land plots are summarized as follows:

			Construction
Project Approval No.	Land Plot No.	Site Area	Scale
		sq m	sq m
(2009) 4	A-02	13,000	N/A
(2009) 5	B-03-1	10,900	87,210
(2009) 6	B-06	17,800	50,000
(2009) 7	B-05	22,700	60,000
(2009) 8	B-03-2	14,600	91,080
(2009) 9	B-04	42,900	81,000

• (7) According to the PRC legal opinion, Moral Wealth International Limited and Sky Charter Development Limited formed various companies, including Hangzhou Yuanyang Yunhe Commercial District Development Co., Ltd. for the construction and management of land plot nos. B-02 and B-03, Hangzhou Yuanyang Xinhe Hotel Property Co., Ltd. for the construction and management of land plot nos. B-04, B-05 and B-06, and Hangzhou Yuanyang Tianqi Property Co., Ltd. for the construction and management of land plot nos. A-01 and A-02.

— 22 —

VALUATION REPORT

APPENDIX I

• (8) According to 3 Business Licences, Hangzhou Yuanyang Tianqi Property Co., Ltd., Hangzhou Yuanyang Xinhe Hotel Property Co., Ltd. and Hangzhou Yuanyang Yunhe Commercial District Development Co., Ltd. were established with details as follows:

	Date of
Business Licence No.	Establishment	Company Name	Registered Capital
330100400022358	18 June 2008	Hangzhou Yuanyang Tianqi Property Co., Ltd.	US$48,200,000
330100400022366	18 June 2008	Hangzhou Yuanyang Xinhe Hotel Property Co.,	US$48,710,000
		Ltd.
330100400022374	18 June 2008	Hangzhou Yuanyang Yunhe Commercial District	US$43,340,000
		Development Co., Ltd.

• (9) According to the PRC legal opinion,

• (i) Hangzhou Yuanyang Tianqi Property Co., Ltd. has obtained the land use rights of a plot of land (no. A-01) with a total site area of 55,787 sq m and the details of the land use term expiry date are stated in Note (1) above;

• (ii) Land plot no. A-01 is not subject to mortgage;

• (iii) Hangzhou Yuanyang Tianqi Property Co., Ltd. is entitled to transfer, lease or mortgage land plot no. A-01;

• (iv) Hangzhou Yuanyang Tianqi Property Co., Ltd. is in the process of application for the State-owned Land Use Rights Certificate of land plot no. A-02. Hangzhou Yuanyang Xinhe Hotel Property Co., Ltd. is in the process of application for the State-owned Land Use Rights Certificate of land plot nos. B-04, B-05 and B-06. Hangzhou Yuanyang Yunhe Commercial District Development Co., Ltd. is in the process of application for the State-owned Land Use Rights Certificate of land plot nos. B-02 and B-03;

• (v) According to 6 project approval letters, Hangzhou Yuanyang Tianqi Property Co., Ltd., Hangzhou Yuanyang Xinhe Hotel Property Co., Ltd. and Hangzhou Yuanyang Yunhe Commercial District Development Co., Ltd. will obtain the land use rights of the various land plots nos. A-02, B-02, B-03, B-04, B-05 and B-06 after going through the land use procedure, payment of deed tax and obtaining the State-owned Land Use Rights Certificate and will be entitled to transfer, lease or mortgage the various land plots thereafter;

• (vi) The land grant fee and land compensation fee of RMB4,305.85 million have been fully settled; and

• (vii) Moral Wealth International Limited and Sky Charter Development Limited formed various companies, including Hangzhou Yuanyang Yunhe Commercial District Development Co., Ltd. for the construction and management of land plot nos. B-02 and B-03, Hangzhou Yuanyang Xinhe Hotel Property Co., Ltd. for the construction and management of land plot nos. B-04, B-05 and B-06, and Hangzhou Yuanyang Tianqi Property Co., Ltd. for the construction and management of land plot nos. A-01 and A-02.

• (10) In accordance with the information provided by the Group and the PRC legal opinion, the status of title and grant of major approvals and licences are as follows:

State-owned Land Use Rights Certificate	Yes (Part)
Contract for the Grant of the State-owned Land Use Rights	Yes
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes (Part)
Project approval letter	Yes
Business Licence	Yes

— 23 —

GENERAL INFORMATION

APPENDIX II

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 Shares 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		% of the
			underlying		issued share
		Number of	shares		capital
Name of		shares held	comprised		of the
Directors	Capacity	(long position)	in options	Total	Company
Li Ming	Founder of	125,878,375	11,560,000	137,438,375	2.923%
	discretionary	(Note i)
	trust
Liang Yanfeng			3,360,000	3,360,000	0.071%
Chen Runfu			4,420,000	4,420,000	0.094%
Yin Yingneng Richard	Beneficial	12,728,371	400,000	13,128,371	0.279%
	owner
Tsang Hing Lun	Beneficial	40,000	400,000	440,000	0.009%
	owner
Gu Yunchang			500,000	500,000	0.011%
Han Xiaojing			500,000	500,000	0.011%
Zhao Kang			500,000	500,000	0.011%

Note:

• (i) The 125,878,375 Shares are held by a discretionary trust of which Mr. Li Ming is founder.

— 24 —

GENERAL INFORMATION

APPENDIX II

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.

(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	Interest of controlled	Long	949,937,399	20.20%
(Group) Company (Note i)	corporation
COSCO (Hong Kong) Group	Interest of controlled	Long	949,937,399	20.20%
Limited (Note i)	corporation
True Smart International	Interest of controlled	Long	949,937,399	20.20%
Limited (Note i)	corporation
COSCO International	Interest of controlled	Long	949,937,399	20.20%
Holdings Limited (Note i)	corporation
COSCO (B.V.I.) Holdings	Interest of controlled	Long	949,937,399	20.20%
Limited (Note i)	corporation
COSCO International Land	Interest of controlled	Long	949,937,399	20.20%
(B.V.I.) Limited (Note i)	corporation
COSCO International Land	Interest of controlled	Long	949,937,399	20.20%
Limited (Note i)	corporation
Sunny Wealth Investments	Beneficial owner	Long	949,937,399	20.20%
Limited (Note i)
Sinochem Group (Note ii)	Interest of controlled	Long	594,301,000	12.64%
	corporation
Sinochem Corporation	Interest of controlled	Long	594,301,000	12.64%
(Note ii)	corporation
Sinochem Hong Kong (Group)	Beneficial owner	Long	594,301,000	12.64%
Co Ltd. (Note ii)
UBS AG (Note iii)	Beneficial	Long	235,168,563	5.00%
	owner/Person having a
	security interest in
	shares/Interest of
	controlled corporation
	Beneficial owner/	Short	10,678,812	0.23%
	Interest of controlled
	corporation

— 25 —

GENERAL INFORMATION

APPENDIX II

Notes:

• (i) The 949,937,399 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. COSCO (B.V.I.) Holdings Limited was wholly owned by COSCO International Holdings Limited. True Smart International Limited was interested in 59.87% of COSCO International 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 594,301,000 Shares were registered in the name of and beneficially owned by Sinochem Hong Kong (Group) Co Ltd which was wholly owned by Sinochem Corporation. Sinochem Group was interested in 98% of Sinochem Corporation.

• (iii) UBS AG held a long position in 235,168,563 Shares of the Company comprising:

• (a) 130,939,418 Shares held by UBS AG;

• (b) 5,064,645 Shares in which UBS AG has a security interest; and

• (c) 99,164,500 Shares held by certain wholly owned subsidiaries of UBS AG, including UBS Fund Management (Switzerland) AG, UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Americas) Inc., UBS Global Asset Management (Hong Kong) Limited, UBS Global Asset Management (Japan) Limited, UBS Global Asset Management (Singapore) Limited, UBS Global Asset Management (UK) Limited, UBS Global Asset Management (Canada) Company, UBS Global Asset Management Trust Company Limited and UBS Securities LLC.

UBS AG held a short position in 9,912,312 Shares of the Company and its wholly owned subsidiary, UBS Securities LLC, held a short position in 766,500 Share of the Company.

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

3. 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.

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GENERAL INFORMATION

APPENDIX II

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, who 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 direct or indirect interest in any assets which had been, since 31 December 2008, 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.

4. 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.

5. 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.

6. 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 2008, being the date of the latest published audited financial statements of the Company.

7. EXPERTS

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

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GENERAL INFORMATION

APPENDIX II

Name Qualifications Anglo Chinese A licensed corporation under the SFO permitted to engage in types 1, 4, 6 and 9 regulated activities DTZ 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.

DTZ 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 DTZ 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 DTZ has any direct or indirect interests in any assets which have been, since 31 December 2008 (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.

8. 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 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.

9. 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 January 2010:

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GENERAL INFORMATION

APPENDIX II

• (a) the Agreement;

• (b) 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;

• (c) the letter from Anglo Chinese, the text of which is set out under the section headed “Letter from Anglo Chinese” of this circular;

• (d) the Valuation Report, the text of which is set out under the sections headed “Appendix I — Valuation Report” of this circular;

• (e) the consent letter from Anglo Chinese referred to in the paragraph headed “Expert” in this Appendix II; and

• (f) the consent letter from the Valuer referred to in the paragraph headed “Expert” in this Appendix II.

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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 Monday, 18 January 2010 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications or amendments, the following resolution as ordinary resolution of the Company to be taken by way of poll and Madam Ruan Yiling and her associates will abstain from voting:

ORDINARY RESOLUTION

1. “ THAT the sale and purchase agreement (the “ Agreement ”) dated 9 December 2009 entered into between Sound Plan Group Limited (as vendor) and the Company (as purchaser) in relation to the sale and purchase of the entire issued share capital of the Sky Charter Development Limited at a consideration of RMB50,000,000, a copy of which has been produced at the Meeting marked “ A ” and signed by the chairman of the Meeting for identification purpose, be and are hereby approved, confirmed and/or ratified; the transactions contemplated under the Agreement be and are hereby approved; and any one director of the Company be and are hereby authorized to do such acts and things, to sign and execute such other documents and to take such steps as he in his discretion consider necessary, appropriate, desirable or expedient to carry out or give effect to or otherwise in connection with or in relation to the Agreement.”

By Order of the Board Sino-Ocean Land Holdings Limited Sum Pui Ying Company Secretary

Hong Kong, 29 December 2009

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

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NOTICE OF EGM

Notes:

1. The register of members of the Company will be closed from 13 January 2010 to 18 January 2010 (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 4:30 p.m. on 12 January 2010.

2. 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.

3. 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).

4. 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 Rooms 1806-1807, 18th 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.

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