Sino-Ocean Group Holding Limited — Proxy Solicitation & Information Statement 2011

Jan 12, 2011

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.

==> picture [367 x 139] intentionally omitted <==

DISCLOSEABLE AND CONNECTED TRANSACTION FORMATION OF JOINT VENTURE

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

==> picture [107 x 37] intentionally omitted <==

Haitong International Capital Limited

A letter from the Board is set out on pages 4 to 9 of this circular and a letter from the Independent Board Committee is set out on pages 10 to 11 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 12 to 18 of this circular.

A notice convening the EGM of the Company to be held at Pacific Place Conference Centre, 5/F, One Pacific Place, 88 Queensway, Hong Kong on Tuesday, 15 February 2011 at 10:00 a.m. is set out on pages 29 to 30 of this circular. Whether or not you are 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 17M 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 (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) if you so wish.

13 January 2011

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
THE CO-OPERATION AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
INFORMATION ABOUT THE PROJECT AND THE SITE . . . . . . . . . . . . . . . . . . . . . . . .	6
REASONS FOR AND BENEFITS OF ENTERING INTO THE CO-OPERATION
AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
LISTING RULES IMPLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
GENERAL INFORMATION ABOUT THE COMPANY AND PARTIES INVOLVED IN
THE TRANSACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
VOTING AT THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER .	9
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . .	10
LETTER FROM HAITONG INTERNATIONAL CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX I — VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
APPENDIX II — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

— i —

DEFINITIONS

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

• “associate(s)”

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

• “Board” the board of Directors

• “Co-operation Agreement”

• the agreement dated 22 December 2010 entered into between Sino-Ocean Land and Super Goal in relation to the establishment of the Joint Venture

• “Company”

• Sino-Ocean Land Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 03377)

• “connected person(s)” having the meaning ascribed to such term in the Listing Rules

• “Director(s)” director(s) of the Company

• “EGM”

an extraordinary general meeting of the Company to be convened and held at Pacific Place Conference Centre, 5/F, One Pacific Place, 88 Queensway, Hong Kong at 10:00a.m. on Tuesday, 15 February 2011, for the purpose of considering and, if thought fit, approving the terms of the Co-operation Agreement and the transactions contemplated thereunder, notice of which is set out on pages 29 and 30 of this circular or, where the context so admits, any adjournment thereof

“Group”

the Company and its subsidiaries from time to time

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

• “Independent Board Committee”

an independent board committee of the Company comprising Mr. Han Xiaojing, Mr. Tsang Hing Lun, Mr. Gu Yunchang and Mr. Zhao Kang, all being the independent non-executive Directors

• “Independent Financial Adviser” or “Haitong International Capital”

Haitong International Capital Limited, a corporation licensed to carry out type 6 (advising on corporate finance) regulated activity under the SFO and the independent financial adviser of the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the reasonableness and fairness of the terms of the Co-operation Agreement and the transactions contemplated thereunder

— 1 —

DEFINITIONS

• “Independent Shareholders”

• the Shareholders (other than the NF Group and its associates) who are not required to abstain from voting at the EGM for the relevant resolution under the Listing Rules

• “Joint Venture” the joint venture company to be established by Sino-Ocean Land (or its designated subsidiaries and connected persons) and Super Goal (or its designated subsidiaries and connected persons) pursuant to the Co-operation Agreement

• “Latest Practicable Date” 9 January 2011, 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

• “NF Group” a privately owned group of companies and business interests under the control of Mr. Chen Din Hwa carrying on business under the trade name of “Nan Fung” which, as at the Latest Practicable Date, held 12.84% of the issued share capital of the Company and is a substantial shareholder of the Company, is principally engaged in the business of property development, property investment, construction, property management, investment and financing and “a member of the NF Group” shall mean any of them

• “PRC” the People’s Republic of China, which for the purpose of this circular and unless the context suggests otherwise, shall exclude Hong Kong, the Macau Special Administrative Region and Taiwan

• “Project” the commercial property development project located on the Site

• “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong

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

• “Shareholder(s)” holder(s) of the Share(s) “Sino-Ocean Land” 遠洋地產有限公司(Sino-Ocean Land Limited*), a company established under the laws of the PRC with limited liability and an indirect wholly-owned subsidiary of the Company

— 2 —

DEFINITIONS

“Site” the land with a site area of approximately 11,007 sq. m. located at CBD area in Chaoyang District, Beijing, the PRC “sq. m.” square metres

“Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” having the meaning ascribed to such term in the Listing Rules “Super Goal” Super Goal Development Limited, a company incorporated in Hong Kong with limited liability and is a member of the NF Group “Valuer” or “DTZ” DTZ Debenham Tie Leung Limited, an independent property valuer “%” per cent.

* For identification purposes only. The English names are only translations of the official Chinese names. In case of inconsistency, the Chinese names prevail.

— 3 —

LETTER FROM THE BOARD

==> picture [368 x 139] intentionally omitted <==

Executive Directors: Mr. Li Ming Mr. Wang Xiaoguang Mr. Chen Runfu

Registered Office: Suite 601, One Pacific Place 88 Queensway Hong Kong

Non-executive Directors: Ms. Liu Hui Mr. Liang Yanfeng Mr. Wang Xiaodong

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

13 January 2011

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION FORMATION OF JOINT VENTURE

INTRODUCTION

Reference is made to the announcements of the Company dated 14 December 2010 and 22 December 2010 in relation to the establishment of the Joint Venture with the NF Group for the development of the Project.

The purpose of this circular is (i) to provide the Shareholders with further information on the Co-operation Agreement and the transactions contemplated thereunder; (ii) to set out the

— 4 —

LETTER FROM THE BOARD

recommendations of the Independent Board Committee regarding the Co-operation Agreement; (iii) to set out the letter from Haitong International Capital, the Independent Financial Adviser, to the Independent Board Committee and the Independent Shareholders, in respect of the reasonableness and fairness of the terms and conditions of the Co-operation Agreement and the transactions contemplated thereunder; and (iv) to give the Shareholders a notice of the EGM and other information in accordance with the requirements of the Listing Rules.

THE CO-OPERATION AGREEMENT

The Company announced that, on 22 December 2010, Sino-Ocean Land (an indirect wholly-owned subsidiary of the Company) and Super Goal (an indirect wholly-owned subsidiary of Golden Success Profits Limited and a member of the NF Group) entered into the Co-operation Agreement in respect of the establishment of the Joint Venture for the development of the Project.

The principal terms of the Co-operation Agreement are summarized below:

Date

22 December 2010

Parties

• (a) Sino-Ocean Land

• (b) Super Goal

Establishment of the Joint Venture

Subject to the fulfillment of the conditions as set out under “Conditions precedent” below in this section, Sino-Ocean Land and Super Goal have agreed to establish the Joint Venture for the development of the Project. The registered capital of the Joint Venture will be RMB4,000 million (or its equivalent in other currency), to which Sino-Ocean Land and Super Goal will contribute RMB3,200 million and RMB800 million, respectively. Upon the establishment of the Joint Venture, Sino-Ocean Land and Super Goal will hold 80% and 20%, respectively, of the equity interest of the Joint Venture.

The total capital contribution of the Joint Venture was determined with reference to the estimated working capital requirement for developing the Project and the land premium required for acquiring the Site. The capital contribution on the part of Sino-Ocean Land will be funded from the internal resources of the Group.

— 5 —

LETTER FROM THE BOARD

Conditions precedent

The establishment of the Joint Venture and the payment of the registered capital of the Joint Venture are conditional upon:

• (a) Sino-Ocean Land having complied with the disclosure requirements and having obtained the Independent Shareholders’ approval as required under the Listing Rules in respect of the transactions contemplated under the Co-operation Agreement; and

• (b) Super Goal having obtained the directors or shareholders’ approval as required under its articles of association in respect of the transactions contemplated under the Co-operation Agreement.

Board composition and management of the Joint Venture

The board of directors of the Joint Venture will comprise five directors, of which four directors will be nominated by Sino-Ocean Land and one director will be nominated by Super Goal. The chairman of the board of directors of the Joint Venture will also be the legal representative of the Joint Venture and will be nominated by Sino-Ocean Land.

The board of directors of the Joint Venture will establish an executive committee and authorize such executive committee to determine the daily operation of the Joint Venture and the development and construction of the Project. The executive committee will comprise three members, of which two will be the directors nominated by Sino-Ocean Land and one will be the director nominated by Super Goal.

The Joint Venture will have one general manager, several vice general managers and one financial controller, all of which will be appointed by the board of directors of the Joint Venture. Sino-Ocean Land will nominate the general manager and the financial controller, and Super Goal will nominate the vice general managers.

Profit sharing of the Joint Venture

The Joint Venture will declare and make distributions to its equity holders in accordance with their respective equity holdings.

INFORMATION ABOUT THE PROJECT AND THE SITE

The Project is a commercial property development project to be developed by the Joint Venture located on the Site with a site area of approximately 11,007 sq. m. located at CBD area in Chaoyang District, Beijing, the PRC. The Project is planned to be developed into a high-rise commercial complex with a total permitted gross floor area of around 190,000 sq. m., comprising offices, conference and business centres, and with retail, leisure and car park facilities. The commercial complex is planned to accommodate top-tier international financial institutions as well as other leading enterprises.

— 6 —

LETTER FROM THE BOARD

It is expected that the land grant contract for the Site will be entered into by the end of March 2011 and the Certificate of the Use of State-owned Land of the Site will be obtained by the end of June 2011. Based on the current development plan, the development of the Project, which includes the construction works of the Site and the subsequent internal and external decoration of the commercial complex, is expected to complete within five years from the Notice of Successful Bidding dated 22 December 2010. The total development cost of the Project is expected to be financed by bank borrowings from time to time to accommodate the needs of the Project with no concrete capital contribution schedule.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CO-OPERATION AGREEMENT

The Group is a leading real estate developer in Beijing and has a significant market presence across the Pan-Bohai Rim region of the PRC, including Dalian and Tianjin, as well as in several other major cities in the PRC. The Group has a diversified portfolio of development projects and investment properties and has leveraged its initial success in Beijing to expand into other selected high growth areas in the PRC, including the Pan-Bohai Rim and Pearl River Delta regions, while solidifying its leadership position in Beijing.

The NF Group is one of the largest well-established privately owned property developers in Hong Kong principally engaged in the business of property development, property investment, construction, property management, investment and financing.

The Directors believe that the establishment of the Joint Venture will allow the Group to co-operate with a well-known property developer in Hong Kong. The Directors also believe that the joint development of the Project with the NF Group will create synergy through leveraging the expertise of both parties in terms of product design and market know-how in order to enhance the value of the Project. The Directors further believe that through co-operation with the NF Group, the Project will more successfully attract and bring in well known companies as customers or tenants through leveraging the brand and the network of both parties.

The Directors (including the independent non-executive Directors) are of the view that the Co-operation Agreement is on normal commercial terms and that the terms of the Co-operation Agreement are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

None of the Directors has a material interest in the Co-operation Agreement or is required to abstain from voting on the Board resolutions for considering and approving the Co-operation Agreement and the transaction contemplated under the Co-operation Agreement pursuant to the Listing Rules and articles of association of the Company.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, the NF Group held 12.84% of the issued share capital of the Company and is a substantial shareholder of the Company and therefore, Super Goal, being a member of the NF Group, is a connected person of the Company for the purpose of Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Co-operation Agreement constitute connected transactions of the Company.

— 7 —

LETTER FROM THE BOARD

As one or more of the applicable percentage ratios in respect of the transactions contemplated under the Co-operation Agreement exceed 5% but are less than 25%, the transactions contemplated under the Co-operation Agreement also constitute discloseable transactions of the Company under the Listing Rules. The transactions contemplated under the Co-operation Agreement, being connected and discloseable transactions, are subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules.

GENERAL INFORMATION ABOUT THE COMPANY AND PARTIES INVOLVED IN THE TRANSACTION

The Company is a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange. The principal business activity of the Company is investment holding. The major subsidiaries of the Company are principally engaged in property development, property investment and other activities (including hotel operation, property management, property sales agency and related services) in PRC. Sino-Ocean Land is an indirectly wholly-owned subsidiary of the Company which is established under the laws of the PRC with limited liability. It is principally engaged in the business of property development.

Super Goal is a company incorporated in Hong Kong with limited liability and is a member of the NF Group. The principal business of Super Goal is investment holding. The NF Group is one of the largest non-listed enterprises in Hong Kong principally engaged in the business of property development, property investment, construction, property management, investment and financing.

EGM

A notice convening the EGM to be held on Tuesday, 15 February 2011 at 10:00am at Pacific Place Conference Centre, 5/F, One Pacific Place, 88 Queensway, Hong Kong is set out on pages 29 to 30 of this circular for the purpose of considering and, if thought fit, approve the Co-operation Agreement and the transactions contemplated thereunder.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are 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 17M 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 (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof (as the case may be) if you so wish.

In accordance with the Listing Rules, the NF Group and its associates, being connected persons of the Company and having material interests (which are different from those of the Independent Shareholders) in the Joint Venture, will abstain from voting at the EGM for the relevant resolution. As at the Latest Practicable Date, the NF Group and its associates held and controlled the voting rights of 723,707,500 Shares, representing approximately 12.84% of the issued share capital of the Company. The results of the voting will be announced in accordance with Rule 2.07C of the Listing Rules after the EGM.

— 8 —

LETTER FROM THE BOARD

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, other than the NF Group and its associates being connected persons of the Company, there is no connected person of the Company, any Shareholders or their respective associates with a material interest in the relevant transactions under the Co-operation Agreement required to abstain from voting at the EGM.

VOTING AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll.

In the case of an equality of votes on a poll, the chairman shall, subject to Article 68 of the Articles of Association, be entitled to casting vote in addition to any other vote he may have.

INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee has been established to advise the Independent Shareholders as to whether the terms of the transactions contemplated under the Co-operation Agreement are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

Haitong International Capital, the Independent Financial Adviser, has been appointed to advise the Independent Board Committee and the Independent Shareholders in the same regard.

RECOMMENDATION

Based on the above, the Directors (including the independent non-executive Directors) consider that the terms of the Co-operation Agreement and the transactions contemplated thereunder are normal commercial terms, which are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend all the Independent Shareholders to vote in favour of the ordinary resolution 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 and the notice of the EGM.

Yours faithfully, By Order of the Board Sino-Ocean Land Holdings Limited Adrian Sum Company Secretary

— 9 —

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 Co-operation Agreement and the transactions contemplated thereunder for inclusion in this circular.

==> picture [368 x 139] intentionally omitted <==

13 January 2011

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION FORMATION OF JOINT VENTURE

We have been appointed to form the Independent Board Committee to consider and advise the Independent Shareholder as to whether, in our opinion, the terms of the Co-operation Agreement and the transactions contemplated thereunder, details of which are set out in the circular issued by the Company to the Shareholders dated 13 January 2011 (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 the attention of the Independent Shareholders to the letter from the Board and letter of advice from Haitong International Capital, the Independent Financial Adviser, set out on pages 4 to 9 and pages 12 to 18 of the Circular, respectively.

Having taken into account the principal factors and reasons considered by Haitong International Capital, its conclusion and advice, we concur with the view of Haitong International Caiptal and consider that the terms of the Co-operation Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

— 10 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholder to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Co-operation Agreement and the transactions contemplated thereunder.

Yours faithfully, Independent Board Committee of Sino-Ocean Land Holdings Limited Han Xiaojing Tsang Hing Lun Gu Yunchang Zhao Kang Independent non-executive Directors

— 11 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

The following is the letter of advice to the Independent Board Committee and Independent Shareholders from Haitong International Capital Limited for the purpose of incorporation into this circular.

==> picture [107 x 38] intentionally omitted <==

25th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

13 January 2011

To the Independent Board Committee and the Independent Shareholders Sino-Ocean Land Holdings Limited Suite 601 One Pacific Place 88 Queensway Hong Kong

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION FORMATION OF A JOINT VENTURE

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Co-operation Agreement for the establishment of the Joint Venture, details of which are set out in the Letter from the Board (the “Board Letter”) contained in this circular dated 13 January 2011 issued by the Company to the Shareholders (the “Circular”), of which this letter forms part. Capitalized terms used in this letter shall have the same respective meanings as those defined in the Circular unless the context requires otherwise.

As referred to in the Board Letter, on 22 December 2010, Sino-Ocean Land (an indirect wholly-owned subsidiary of the Company) and Super Goal (an indirect wholly-owned subsidiary of Golden Success Profits Limited and a member of the NF Group) entered into the Co-operation Agreement for the establishment of the Joint Venture for the development of commercial property project located at Central Business District (“CBD”) area in Chaoyang District, Beijing, the PRC.

The registered capital of the Joint Venture will be of RMB4,000 million (or its equivalent in other currency), to which Sino-Ocean Land and Super Goal will contribute RMB3,200 million and RMB800 million, respectively. Upon the establishment of the Joint Venture, Sino-Ocean Land and Super Goal will hold 80% and 20%, respectively, of the equity interest of the Joint Venture.

As at the Latest Practicable Date, the NF Group held approximately 12.84% of the issued share capital of the Company and is a substantial Shareholder and therefore, Super Goal, being a member of the NF group, is a connected person of the Company for the purpose of Chapter 14A of the Listing

— 12 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

Rules and the entering into of the Co-operation Agreement constitutes a connected transaction of the Company. As certain of the applicable percentage ratios in respect of the transactions contemplated under the Co-operation Agreement exceed 5% but are less than 25%, the entering into of the Co-operation Agreement also constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is subject to the requirements of reporting, announcement and approval by the Independent Shareholders at the EGM.

An Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Han Xiaojing, Mr. Tsang Hing Lun, Mr. Gu Yunchang and Mr. Zhao Kang, has been established to advise the Independent Shareholders in respect of the terms of the Co-operation Agreement and whether or not to vote in favour of the Co-operation Agreement and the transactions contemplated thereunder. In our capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to provide the Independent Board Committee and the Independent Shareholders with an independent opinion and recommendation as to whether the terms of the Co-operation Agreement are on normal commercial terms which are fair and reasonable so far as the Independent Shareholders are concerned, the business to be conducted by the Joint Venture is consistent with the ordinary and usual course of business of the Group, and the entering into of the Co-operation Agreement is in the interests of the Company and the Independent Shareholders as a whole.

BASIS OF OUR OPINION

In formulating our advice and recommendation to the Independent Board Committee, we have relied on the information, financial information and the facts supplied to us and representations expressed by the Directors and/or management of the Group and have assumed that all such information, financial information and facts and any representations made to us, or referred to in the Circular, in all material aspects, are true, accurate and complete as at the time they were made and continue to be so as at the date of the Circular, has been properly extracted from the relevant underlying accounting records (in the case of financial information) and made after due and careful inquiry by the Directors and/or the management of the Group. The Directors and/or the management of the Group have confirmed that, after having made all reasonable enquiries and to the best of their knowledge and belief, all relevant information has been supplied to us and that no material facts have been omitted from the information supplied and representations expressed to us. We have also relied on certain information available to the public and have assumed such information to be accurate and reliable. We have no reason to doubt the completeness, truth or accuracy of the information and facts provided and we are not aware of any facts or circumstances which would render such information provided and representations made to us untrue, inaccurate or misleading.

Our review and analyses were based upon, among others, the information provided by the Group including the Co-operation Agreement, the annual report of the Company for the year ended 31 December 2009 (the “2009 Annual Report”), the interim report of the Company for the six months ended 30 June 2010 (the “2010 Interim Report”), the Circular and certain published information from the public domain.

— 13 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

We have also discussed with the Directors and/or the management of the Group with respect to the terms of and reasons for the entering into of the Co-operation Agreement, and considered that we have reviewed sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification or appraisal of the information nor have we conducted any form of in-depth investigation into the businesses, affairs, financial position, profitability or prospects of the Group, the Joint Venture, the parties involved in the Co-operation Agreement and the Project. Nothing contained in this letter should be construed as a recommendation to hold, sell or buy any shares or any other securities of the Company.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the terms of the Co-operation Agreement, we have considered the following principal factors and reasons:

1 Background to and reasons for the entering into of the Co-operation Agreement

• 1.1 Background information

• 1.1.1 Information on the Group

The Company, through its major subsidiaries, is principally engaged in property development, property investment and other activities (including hotel operation, property management, property sales agency and related services) with market presence in Beijing and other cities in the PRC including the Pan-Bohai Rim and Pearl River Delta regions.

Set out below is a summary of the financial highlights of the Group for the six months ended 30 June 2010 and 2009 as extracted from the 2010 Interim Report and the two years ended 31 December 2009 and 2008 as extracted from the 2009 Annual Report:

	For the six months	For the six months	For the year	For the year
	ended 30 June		**ended 31 **	December
	2010	2009	2009	2008
	RMB$’000	RMB$’000	RMB$’000	RMB$’000
Turnover	4,753,217	3,468,172	8,823,658	6,487,380
�property development	4,443,311	3,252,527	8,218,421	5,835,216
�property investment	94,665	72,140	156,489	121,936
�others	215,241	143,505	448,748	530,228
Gross profit	1,206,129	992,305	2,657,014	2,819,988
Profit for the period/ year	1,156,419	729,467	1,638,344	1,444,586
Profit for the period/year
attributable to equity holders
of the Company	1,152,099	669,634	1,582,077	1,387,896

— 14 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

As shown from the above, the Group recorded an increase in turnover from approximately RMB6,487 million for the year ended 31 December 2008 to approximately RMB8,824 million for the year ended 31 December 2009 (representing an increase of approximately 36.0%). The profit for the year attributable to equity holders of the Company increased from approximately RMB1,388 million for the year ended 31 December 2008 to approximately RMB1,582 million for the year ended 31 December 2009 (representing an increase of approximately 14.0%). As set out in the 2009 Annual Report, the increase in the Group’s revenue was mainly attributable to (i) the revenue growth of approximately 41% in the property development segment as a result of about 67% increase in saleable gross floor area (“GFA”) delivered and (ii) revenue growth of approximately 28% in the property investment segment; and the increase in the profit for the year attributable to equity holders of the Company was mainly attributable to the fair value gain on investment properties of approximately RMB709 million.

For the six months ended 30 June 2010, the Group recorded an increase in turnover from approximately RMB3,468 million for the six months ended 30 June 2009 to approximately RMB4,753 million (representing an increase of approximately 37.1%), which was mainly attributable the revenue growth of approximately 37% in the property development segment as a result of about 17% rise in saleable GFA delivered and about 20% increase in average selling price per sq. m. delivered as set out in the 2010 Interim Report. The profit for the period attributable to equity holders of the Company increased from approximately RMB670 million for the six months ended 30 June 2009 to approximately RMB1,152 million for the six months ended 30 June 2010 (representing an increase of approximately 72.0%). As set out in the 2010 Interim Report, it was mainly due to the growth in revenue from property development segment as mentioned above and the disposal gain of a wholly owned subsidiary of the Company during the first half of 2010.

As set out in the 2010 Interim Report, the Group would continue to maintain a diversified portfolio of mid- to high-end residential properties, premium grade office buildings, retail space and serviced apartments. Despite the ever-changing property market conditions in the PRC, in order to secure future revenue growth, the Group would continue its land replenishment strategy by focusing land acquisition on conveniently located sites for residential projects, prime locations for office and shopping mall projects, and medium to large-scale land parcels suitable for integrated developments.

1.1.2 Information on the Project and the Site

Under the Co-operation Agreement, the Joint Venture (or the project company set up by the Joint Venture) is to be established for the development, construction and operation of the Project. As set out in the Board Letter, the Project is a commercial property development project situated on the land with a total site area of approximately 11,007 sq. m. located at CBD area in Chaoyang District, Beijing, the PRC (the “Beijing CBD”). The Project is planned to be developed into a high-rise commercial complex with a total permitted GFA of around 190,000 sq. m., comprising offices, conference and business centres, and with retail, leisure and car park facilities. The commercial complex is planned to accommodate top-tier international financial institutions as well as other leading enterprises.

As set out in the Board Letter, it is expected that the land grant contract for the Site will be entered into by the end of March 2011 and the Certificate of Use of State-owned Land of the Site will be obtained by the end of June 2011. Based on the current development plan, the development of the

— 15 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

Project, which includes the construction works of the Site and the subsequent internal and external decoration of the commercial complex, is expected to complete within five years from the Notice of Successful Bidding dated 22 December 2010. The total development cost of the Project is expected to be financed by bank borrowings from time to time to accommodate the needs of the Project with no concrete capital contribution schedule.

1.1.3 Information on the Beijing CBD

In accordance with the website information of Beijing Central Business District Administrative Committee (北京商務中心區管理委員會), an administrative organization under the People’s Government of Chaoyang District to develop, construct and manage the Beijing CBD on behalf of the People’s Government of Beijing Municipality, the Beijing CBD is the PRC’s first central business district formulated by the State Council (國務院) and currently served as the commercial and finance hub of Beijing. In 2009, the gross domestic products of the Beijing CBD covered about 10.8% of that of Beijing and about 55.9% of that of Chaoyang District of Beijing. The Beijing CBD gathers about 20,000 corporations including 150 Fortune 500 enterprises, 47 regional headquarters and over 240 foreign financial institutions, which accounts for more than 70% of that of Beijing. It was also stated in《北京城市總體規劃（2004年-2020年）》(Beijing Municipality Overall City Plan (Year 2004 — Year 2020)) promulgated by the People’s Government of Beijing Municipality in early 2005 that Chaoyang District was designated as an important window for connection with international economies. Supported by a favorable policy environment, the Beijing CBD is developed as the core base for international financial industry.

1.2 Reasons of and benefits of entering into the Co-operation Agreement

As set out in the Board Letter, Sino-Ocean Land and Super Goal has entered into the Co-operation Agreement to establish the Joint Venture for the development of the Project. Super Goal is a member of the NF Group which is one of the largest non-listed property developers in Hong Kong principally engaged in the business of property development, property investment, construction, property management, investment and financing. The Directors believe that the establishment of the Joint Venture with the NF Group, a well-known property developer in Hong Kong, will (i) create synergy through leveraging the expertise of both parties in terms of product design and market know-how in order to enhance the value of the Project; and (ii) attract and bring in well known companies as customers or tenants to the Project through leveraging the brand and the network of both parties.

Based on the website information of NF Group, its property development business dated back to 1978 when the then major private housing estate was built in Hong Kong. Through the NF Group’s own construction team, its development portfolio comprises over 130 projects and 50 million square feet covering residential and commercial as well as institutional and industrial developments. The NF Group developed its first property project in the PRC in 1993 and jointly set up a China real estate fund in 2006. The NF Group has also participated in the development, construction or ownership of property projects all over the world including the United Kingdom, the United States, Germany, Japan, South Korea, Singapore and Malaysia.

— 16 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

In view that (i) the entering into of the Co-operation Agreement is in line with the Group’s business development strategy; (ii) the Project is situated at the Beijing CBD which is under the PRC’s government support to become international financial and business centre; and (iii) synergy can be created to the Project on collaborative efforts on strength, expertise and the financial resource of both the Group and the NF Group, we concur with the Directors’ view that the entering into of the Co-operation Agreement represents a rational business opportunity of the Group for its further development in the property investment segment, which is beneficial to the Company and the Shareholders as a whole.

2. Principal terms of the Co-operation Agreement

2.1 Registered capital of the Joint Venture

The registered capital of the Joint Venture will be RMB4,000 million (or its equivalent in other currency). Sino-Ocean Land and Super Goal will contribute RMB3,200 million and RMB800 million, respectively, in accordance with their respective equity interest in the Joint Venture, which is 80% by Sino-Ocean Land and 20% by Super Goal.

The registered capital of the Joint Venture was determined with reference to the land premium and related expenses required for acquiring the Site.

2.2 Board composition and the management of Joint Venture

The board of directors of the Joint Venture will comprise five directors, of which Sino-Ocean Land and Super Goal will be entitled to nominate four members (including the chairman of the board of directors who will also be the legal representative of the Joint Venture) and one member respectively.

The daily operation of the Joint Venture and the development and construction of the Project will be managed by an executive committee to be established by the board of directors of the Joint Venture. The executive committee will comprise three members, of which Sino-Ocean Land and Super Goal will be entitled to nominate two members and one member respectively.

The Joint Venture will have one general manager, several vice general managers and one financial controller, all of which will be appointed by the board of directors of the Joint Venture. Sino-Ocean Land will nominate the general manager and the financial controller and Super Goal will nominate the vice general managers.

2.3 Profit sharing

The profit of the Joint Venture will be shared by its equity holders in accordance with their respective equity interest in the Joint Venture.

Since the registered capital, board composition and profit sharing mechanism of the Joint Venture are set in proportion to the equity interests of the holders in the Joint Venture, we are of the view that the principal terms of the Co-operation Agreement are on normal commercial terms which are fair and reasonable.

— 17 —

LETTER FROM HAITONG INTERNATIONAL CAPITAL

3. Possible financial effects of the formation of the Joint Venture on the Group

As advised by the management of the Company, the Joint Venture will become a non wholly-owned subsidiary of the Company and the financial results of the Joint Venture will be consolidated into the Company’s consolidated financial statements upon its establishment. As set out in the Board Letter, the capital contribution on the part of Sino-Ocean Land to the Joint Venture was intended to be satisfied by the Group’s internal funding. As such, no material impact to the Group’s net asset position and gearing level is envisaged upon the formation of the Joint Venture. Based on the 2010 Interim Report, the Group had unaudited cash and bank balances of approximately RMB13.6 billion as at 30 June 2010 and we are of the view that the Group will have sufficient financial resources to meet with its capital contribution obligation under the Co-operation Agreement.

RECOMMENDATION

Having considered the above principal terms of and reasons for entering into the Co-operation Agreement, we are of the view that the terms of the Co-operation Agreement are on normal commercial terms which are fair and reasonable so far as the Company and the Independent Shareholders are concerned, the business to be conducted by the Joint Venture is consistent with the ordinary and usual course of business of the Group and the entering into of the Co-operation Agreement is in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the entering into the Co-operation Agreement and the transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of such resolution in this regard.

Yours faithfully, For and on behalf of Haitong International Capital Limited

Derek C.O. Chan Terry Chu Managing Director Executive Director

— 18 —

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, the Valuer, in connection with its opinion of value of the Site as at 22 December 2010.

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

==> picture [75 x 60] intentionally omitted <==

13 January 2011

The Directors Sino-Ocean Land Holdings Limited Suite 601, One Pacific Place 88 Queensway Hong Kong

Re: Plot Z6, CBD Core Area, East 3rd Ring Road, Chaoyang District, Beijing, the PRC

Instructions, Purpose and Date of Valuation

In accordance with your instructions for us to value the property to be acquired by Sino-Ocean Land Holdings Limited (referred to as the “Company”) or its subsidiary (altogether referred to as the “Group”) in the People’s Republic of China (the “PRC”) (as more particularly described in the valuation certificate), we confirm that we have inspected the property, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing the Company with our opinion of the value of the property as at 22 December 2010 (the “date of valuation”).

Definition of Market Value

Our valuation of the property represents its market value which in accordance with The HKIS Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors 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”.

Valuation Basis and Assumptions

Our valuation excludes an estimated price inflated or deflated by special terms 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.

— 19 —

VALUATION REPORT

APPENDIX I

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 published by The Stock Exchange of the Hong Kong Limited and the HKIS Valuation Standards on Properties (First Edition 2005) published by the Hong Kong Institute of Surveyors.

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 outgoing of an onerous nature which could affect its value.

In respect of the property situated in the PRC, the status of titles and grant of major certificates, approvals and licences, in accordance with the information provided by the Company are set out in the notes of the valuation certificate.

Our valuation is on an entire interest basis.

Method of Valuation

We have valued the property by the direct comparison approach by making reference to comparable sales evidence as available in the relevant market.

Source of Information

We have relied to a very considerable extent on the information given by the Company and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenure, identification of property, site and floor areas and all other relevant matters. Dimensions, measurements and areas included in this valuation certificate are based on information provided to us and are therefore only approximation. We have had no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We were also advised that no material facts have been omitted from the information supplied.

We have been provided with copies of documents in relation to the title to the property. However, we have not been able to conduct searches to verify the ownership of the property or to ascertain any amendment which may not appear on the copies handed to us. We have relied on the information provided by the Company and the advice provided by Grandall Legal Group (Beijing), the Company’s PRC legal adviser, regarding the title to the property.

Site Inspection

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

— 20 —

APPENDIX I VALUATION REPORT

Currency

Unless otherwise stated, all money amounts indicated herein our valuation is 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 Andrew K.F. Chan Registered Professional Surveyor (GP) China Real Estate Appraiser

MSc., M.H.K.I.S., M.R.I.C.S.

Director

Note: Mr. Andrew K.F. Chan is a Registered Professional Surveyor who has over 23 years of experience in the valuation of properties in the PRC.

— 21 —

VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

Property to be held by the Group for future development

Property Description and tenure Plot Z6, CBD The property comprises a parcel of land with a Core Area, total site area of approximately 11,007 sq. m. East 3rd Ring Road, planned and zoned for commercial development. Chaoyang District, Beijing, the PRC The permitted gross floor area is approximately 190,000 sq. m. As advised by the Company, the property is planned to be developed into a high-rise commercial complex with a total gross floor area of approximately 190,000 sq. m. as permitted, comprising offices, conference and business centres, and with retail, leisure and car parking facilities.

Capital value in Particulars of existing state as at occupancy 22 December 2010 As at the date of No commercial value valuation, the property was a (see Note (1) bare land. below)

According to the tender document of Plot Z6 dated 16 November 2010, construction works should commence within 12 months from the date of signing of the Grant Contract of State-owned Land Use Rights and should be completed within 3 years after the construction works commenced. The Company expects that the Grant Contract of State-owned Land Use Rights will be entered into by the end of March 2011 and the development of the commercial complex including the construction works and the subsequent internal and external decoration of it to be completed within 5 years from the Notice of Successful Bidding dated 22 December 2010.

The property is to be granted with land use rights for a term of 40 years for commercial use and 50 years for integrated use respectively, commencing from the date of signing the Grant Contract of State-owned Land Use Rights.

Notes:

(1) In the course of our valuation, we have assigned no commercial value to the property as the Certificate for the Use of State-owned Land has not been obtained. Had a valid Certificate for the Use of State-owned Land been issued to the property, all land premium and resettlement compensation been fully settled, the market value of the property as at 22 December 2010 would be RMB3,810,000,000 (80% interest attributable to the Company: RMB3,048,000,000).

• (2) As advised by the Company, a joint venture company for the development of the commercial complex is expected to be established by the end of June 2011 and is intended to comprise Sino-Ocean Land Limited (遠洋地產有限公司) (an indirect wholly-owned subsidiary of the Company) and Super Goal Development Limited (崇高發展有限公司) (an

— 22 —

VALUATION REPORT

APPENDIX I

indirect wholly-owned subsidiary of Golden Success Profits Limited and a member of the NF Group) with an equity interest of 80% and 20% respectively, and contributing RMB3,200 million and RMB800 million respectively in the planned registered capital. The joint venture company will declare and make distribution to its equity holders in accordance with their respective equity holdings.

According to Business Licence No. 100000400009840 dated 26 July 2010, Sino-Ocean Land Limited (遠洋地產有限公司) was established with a registered capital of RMB5,754,700,000 for a valid operation period from 12 June 1993 to 11 June 2023.

• (3) According to the Notice of Successful Bidding dated 22 December 2010 issued by Beijing Municipal Bureau of Land Resources, the consideration for the land use rights of the property is RMB3,807,030,000.

• (4) According to the tender document of Plot Z6 dated 16 November 2010, the development on Plot Z6 is restricted from disposal in strata units. The successful bidder must hold and operate the development for no less than 10 years before disposal unless otherwise with the consent of the Beijing CBD Management Committee. Furthermore, the tender document has set out the requirements of parking and transport facilities, entrance and exit points of traffic, roadways, width and headroom of pathways, energy and utilities supplies, drainage, sewage and other facilities or services for public use in relation to the construction of the commercial complex on Plot Z6.

• (5) We have been provided with a legal opinion issued by the Company’s PRC legal adviser, which contains, inter alia, the following information :

• (i) The Notice of Successful Bidding dated 22 December 2010 issued by Beijing Municipal Bureau of Land Resources, the tender document and the tender submission in relation to Plot Z6 are binding.

• (ii) The Grant Contract of State-owned Land Use Rights and the Compensation Agreement for Development Construction of Land have not been signed. The relevant land premium, deed tax and ancillary costs have not been settled. The project company for holding the land use rights of Plot Z6 has not been set up. The Certificate for the Use of State-owned Land has not been obtained.

• (iii) There is no legal impediment for the establishment of the joint venture company after obtaining approval of National Development and Reform Commission, being granted the Certificate of Approval for Establishment of Enterprise with Foreign Investment by Ministry of Commerce, and granted the Business Licence by Beijing Administration for Industry and Commerce. There is also no legal impediment in obtaining the aforesaid approval, certificate and licence.

• (iv) There should be no legal impediment for the joint venture company to obtain the Grant Contract of State-owned Land Use Rights, the Compensation Agreement for Development Construction of Land and the Certificate for the Use of State-owned Land after settling the land premium, deed tax and ancillary costs. After obtaining the Certificate for the Use of State-owned Land, the joint venture company will have the legal possession of the land use rights of the property.

• (6) The status of the title and grant of major approvals and licences in accordance with the information provided to us by the Company are as follows:-

Notice of Successful Bidding : Yes Grant Contract of State-owned Land Use Rights : No Certificate for the Use of State-owned Land : No

— 23 —

GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(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
		Number of	underlying	% of the
		Shares held	Shares	issued share
		(Long	comprised	capital of the
Name of Directors	Capacity	position)	in options	Company
Li Ming	Founder of discretionary	125,878,375		2.233%
	trust	(Note i)
	Beneficial owner		11,560,000	0.205%
Liang Yanfeng	Beneficial owner		3,360,000	0.060%
Wang Xiaoguang	Interest of controlled	102,355,189		1.816%
	corporation	(Note ii)
	Beneficial owner		2,210,000	0.039%
Chen Runfu	Beneficial owner		4,420,000	0.078%
Tsang Hing Lun	Beneficial owner	70,000	370,000	0.008%
Gu Yunchang	Beneficial owner		500,000	0.009%
Han Xiaojing	Beneficial owner		500,000	0.009%
Zhao Kang	Beneficial owner		500,000	0.009%

Notes:

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

(ii) The 102,355,189 Shares were registered in the name of and beneficially owned by Key Sky Group Limited. Mr. Wang Xiaoguang was interested in 50% of Key Sky Group Limited. Mr. Wang Xiaoguang was deemed to be interested in these Shares by virtue of the SFO.

— 24 —

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor 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 of the SFO, 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
				convertible
				securities
				convertible into
	Long/short		Number of	Shares of the
**Name of Shareholders **	Capacity	position	Shares held	Company	Percentage
China Life Insurance	Interest of controlled	Long	1,357,186,120		24.07%
(Group) Company	corporation
(Note i)
China Life Insurance	Beneficial	Long	1,357,186,120		24.07%
Company Limited
(Note i)
Chen Din Hwa	Interest of controlled	Long	723,707,500		12.84%
(Note ii)	corporation / Family
	interest
	Interest of controlled	Long		510,543,065	9.05%
	corporation
Chen Yang Foo Oi	Interest of controlled	Long	723,707,500		12.84%
(Note iii)	corporation / Family
	interest
	Family interest	Long		510,543,065	9.05%

Notes:

(i) The 1,357,186,120 Shares were registered in the name of, and beneficially owned by, China Life Insurance Company Limited. China Life Insurance (Group) Company was interested in 68.37% of China Life Insurance Company Limited.

— 25 —

GENERAL INFORMATION

APPENDIX II

• (ii) Mr. Chen Din Hwa held a long position in 723,707,500 Shares of the Company and 510,543,065 convertible securities convertible into Shares of the Company, of which:

• (a) 659,683,500 Shares and 64,002,000 Shares were beneficially owned by Spring Glory Investment Limited and Gavast Estates Limited respectively. Both Spring Glory Investment and Gavast Estates Limited were wholly-owned by Keymark Associates Limited. Keymark Associates Limited was wholly-owned by Nan Fung Textiles Consolidated Limited. Nan Fung Textiles Consolidated Limited was wholly-owned by Chen’s Holdings Limited, which in turn was wholly-owned by Mr. Chen Din Hwa;

• (b) 22,000 Shares were indirectly held by Mrs. Chen Yang Foo Oi, a spouse of Mr. Chen Din Hwa. Further details of Mrs. Chen Yang Foo Oi’s interest in these 22,000 Shares can be referred to note (iii)(a) as below; and

• (c) 510,543,065 convertible securities convertible into Shares of the Company were beneficially owned by Kind Talent Limited. Kind Talent Limited was wholly-owned by Absolute Gain Trading Limited, which in turn was wholly-owned by Mr. Chen Din Hwa. The details of the convertible securities issued by the Company can be referred to the announcement of the Company dated 13 July 2010.

• (iii) Mrs. Chen Yang Foo Oi held a long position in 723,707,500 Shares of the Company and 510,543,065 convertible securities convertible into Shares of the Company, of which:

• (a) 22,000 Shares were beneficially owned by Jadespring Limited. Jadespring Limited was wholly-owned by Wei An Developments Limited. Wei An Developments Limited was wholly-owned by Timeworth Group Limited, which in turn was wholly-owned by Mrs. Chen Yang Foo Oi;

• (b) 723,685,500 Shares were indirectly held by Mr. Chen Din Hwa as stated in note (ii)(a) above. Mr. Chen Din Hwa is a spouse of Mrs. Chen Yang Foo Oi; and

• (c) 510,543,065 convertible securities convertible into Shares of the Company were indirectly held by Mr. Chen Din Hwa as stated in note (ii)(c) above. Mr. Chen Din Hwa is a spouse of Mrs. Chen Yang Foo Oi.

3. DIRECTORS’ INTERESTS IN ASSETS OF THE GROUP

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 2009, 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.

4. DIRECTORS’ INTERESTS IN CONTRACTS OF THE GROUP

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.

— 26 —

GENERAL INFORMATION

APPENDIX II

6. SERVICE CONTRACTS

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

7. 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.

8. 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 2009, being the date of the latest published audited financial statements of the Company.

9. EXPERTS

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

Name	Qualifications
Haitong International	A corporation licensed to carry out type 6 (advising on
Capital	corporate finance) regulated activity under the SFO
DTZ	Independent property valuer

Haitong International Capital 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.

As at the Latest Practicable Date, neither Haitong International Capital 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.

As at the Latest Practicable Date, neither Haitong International Capital nor DTZ has any direct or indirect interests in any assets which have been, since 31 December 2009 (the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of 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.

— 27 —

GENERAL INFORMATION

APPENDIX II

10. MISCELLANEOUS

• (a) The registered office of the Company is at Suite 601, 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.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the registered office of the Company at Suite 601, One Pacific Place, 88 Queensway, Hong Kong during normal business hours of the Company on any business day, from the date of this circular up to and including the date of the EGM:

• (a) the Co-operation 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 Haitong International Capital, the Independent Financial Adviser, the text of which is set out under the section headed “Letter from Haitong International Capital” of this circular;

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

• (e) the consent letter from Haitong International Capital referred to in the paragraph headed “Experts” in this appendix II; and

• (f) the consent letter from DTZ referred to in the paragraph headed “Experts” in this appendix II.

— 28 —

NOTICE OF EGM

==> picture [368 x 139] intentionally omitted <==

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 Pacific Place Conference Centre, 5/F, One Pacific Place, 88 Queensway, Hong Kong on Tuesday, 15 February 2011 at 10:00 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:

ORDINARY RESOLUTION

“ THAT the co-operation agreement (the “ Co-operation Agreement ”) dated 22 December 2010 entered into between 遠洋地產有限公司 (Sino-Ocean Land Limited) and Super Goal Development Limited in respect of the establishment of a joint venture for the development of a commercial property development project located on the land with a site area of approximately 11,007 square metres located at CBD area in Chaoyang District, Beijing, the People’s Republic of China (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 Co-operation 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 Co-operation Agreement.”

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

* For identification purpose only.

Hong Kong, 13 January 2011 Registered Office: Suite 601, One Pacific Place 88 Queensway Hong Kong

— 29 —

NOTICE OF EGM

Notes:

1. 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.

2. The instrument appointing a proxy shall be in writing under hand of the appointer or of his//her attorney duly authorized in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorized to sign the same.

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 17M 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.

5. Completion and return of the form of proxy will not preclude members from attending and voting in person at the Meeting or at any adjournment thereof (as the case may be) if the members so wish.

6. The register of members of the Company will be closed from 11 February 2011 to 15 February 2011 (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 10 February 2011.

7. As at the date hereof, the board of director of the Company comprises three executive directors, namely, Mr. Li Ming, Mr. Wang Xiaoguang and Mr. Chen Runfu; three non-executive directors, namely, Ms. Liu Hui, Mr. Liang Yanfeng and Mr. Wang Xiaodong; and four independent non-executive directors, namely, Mr. Tsang Hing Lun, Mr. Gu Yunchang, Mr. Han Xiaojing and Mr. Zhao Kang.

— 30 —