Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2012

May 24, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shanghai Zendai Property Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or the 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[*]

(incorporated in Bermuda with limited liability) (Stock Code: 755)

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME, TERMINATION OF EXISTING SHARE OPTION SCHEME AND

PROPOSED AMENDMENTS TO THE BYE-LAWS

A notice convening an SGM of Shanghai Zendai Property Limited to be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong at 11:30 a.m. on Tuesday, 26 June 2012 is enclosed. A form of proxy is also enclosed.

Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the SGM or any adjourned meetings should you so wish.

* for identification purpose only

25 May 2012

CONTENTS

	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Adoption of the New Share Option Scheme
and Termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . .	5
Proposed Amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – Principal Terms of the New Share Option Scheme . . . . . . . . . . . . . .	8
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

RESPONSIBILITY STATEMENT

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

– ii –

DEFINITIONS

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

• “Adoption Date” the date on which the New Share Option Scheme be adopted by ordinary resolution of the Company at the SGM;

• “associate(s)” has the same meaning as ascribed in the Listing Rules;

• “Board” the board of Directors;

• “Bye-laws”

• the Bye-laws of the Company and references to “ Bye-law ” shall be construed accordingly;

• “Company” Shanghai Zendai Property Limited, an exempted company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange;

• “Directors” the directors of the Company;

• “Eligible Employees”

any employee (whether full time or part time employee, including any executive directors but not any nonexecutive director and independent non-executive director) of the Company, its Subsidiaries and any Invested Entity;

• “Existing Share Option Scheme” the existing share option scheme adopted by the Company pursuant to an ordinary resolution passed by the Shareholders on 18 July 2002;

• “Grantee”

• any Participant (or any company wholly-owned by the Participant) who accepts the offer of the grant of any Option in accordance with the terms of the New Share Option Scheme or (where the context so permits) a person entitled to any such Option in consequence of the death of the original Grantee;

• “Group” the Company and its subsidiaries;

• “HK$”

• Hong Kong dollars;

• “Hong Kong”

the Hong Kong Special Administrative Region of the PRC;

– 1 –

DEFINITIONS

• “Invested Entity”

• “Latest Practicable Date”

• “Listing Rules”

• “New Share Option Scheme”

• “Option(s)”

• “Participant”

• any entity in which the Group holds an equity interest (irrespective of the percentage of such equity interest);

• 23 May 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

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

• the share option scheme proposed to be conditionally approved at the SGM, the principal terms of which are set out in Appendix to this circular;

• option(s) to subscribe for Shares in accordance with the New Share Option Scheme;

• any of the following:

• (aa) any Eligible Employee;

• (bb) any non-executive director (including independent non-executive directors) of the Company, any of its Subsidiaries or any Invested Entity;

• (cc) any supplier of goods or services to any member of the Group or any Invested Entity;

• (dd) any customer of the Group or any Invested Entity;

• (ee) any consultant, adviser, manager, officer or entity that provides research, development or other technological support to the Group or any Invested Entity; and

• (ff) any shareholder or any member of the Group who has contributed to the business of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity;

“PRC”

the People’s Republic of China, which for the purpose of this circular shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

– 2 –

DEFINITIONS

“SGM” the special general meeting of the Company to be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong, to consider and, if appropriate, to approve the resolutions proposed at such meeting or any adjournment thereof; “SGM Notice” notice of the SGM which is set out on pages 16 to 20 of this circular; “Share(s)” share(s) of HK$0.02 each in the capital of the Company; “Shareholder(s)” holder(s) of the Share(s); “Subsidiaries” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance) of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “%” per cent.

– 3 –

LETTER FROM THE BOARD

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[] (incorporated in Bermuda with limited liability) (Stock Code: 755)*

Executive Directors:

DAI Zhikang ( Chairman ) WANG Fujie ZHU Nansong ZUO Xingping TANG Jian

Non-executive Directors:

WU Yang ZHOU Chun DONG Wenliang LIU Zhiwei

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong: Unit 6108, The Center 99 Queen’s Road Central Hong Kong

Independent non-executive Directors:

LO Mun Lam Raymond LAI Chik Fan LI Man Wai CAI Gaosheng

25 May 2012

To the Shareholders and, for information only, holders of options of the Company

Dear Sir or Madam,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME, TERMINATION OF EXISTING SHARE OPTION SCHEME AND PROPOSED AMENDMENTS TO THE BYE-LAWS

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the SGM for the approval of (a) the proposed adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme; and (b) the proposed amendments to the Bye-laws.

* for identification purpose only

– 4 –

LETTER FROM THE BOARD

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company pursuant to the ordinary resolution of the Shareholders on 18 July 2002. The Board proposes to replace the Existing Share Option Scheme by the New Share Option Scheme. An ordinary resolution will be proposed at the SGM to seek Shareholders’ approval of the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme. According to the terms of the Existing Share Option Scheme, the Company may by ordinary resolution in general meeting or the Board may at any time terminate the operation of the Existing Share Option Scheme, in such event no further options will be offered but the provisions of the Existing Share Option Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of the Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provision of the Existing Share Option Scheme. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Existing Share Option Scheme.

Under the Existing Share Option Scheme, options to subscribe for an aggregate of 345,000,000 Shares had been granted, out of which no option to subscribe for Shares had been exercised and no option to subscribe for Shares had been cancelled. Options to subscribe for 267,000,000 Shares remained outstanding as at the Latest Practicable Date. Options to subscribe for 78,000,000 Shares had lapsed under the Existing Share Option Scheme since its adoption. Save as disclosed and up to the Latest Practicable Date, no other options which remained exercisable had been granted under the Existing Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme is set out in Appendix to this circular. The purpose of the New Share Option Scheme is to provide incentives or rewards to the Participants for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity.

The New Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, at the time of the grant of the Options, the Company may specify such minimum period or performance target and the rules of the New Share Option Scheme provide that the Board may determine, at its sole discretion, such term(s) on the grant of an Option. The basis for determination of the exercise price is also specified precisely in the rules of the New Share Option Scheme. The Directors consider that the aforesaid criteria and rules will serve to preserve the value of the Company and encourage the Participants to acquire proprietary interests in the Company. No trustees will be appointed under the New Share Option Scheme.

The New Share Option Scheme is conditional upon:

• (i) the passing of an ordinary resolution approving, inter alia, the adoption of the New Share Option Scheme by the Shareholders and authorising the Board to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the New Share Option Scheme; and

– 5 –

LETTER FROM THE BOARD

• (ii) the Stock Exchange granting approval of the listing of, and permission to deal in, any Shares to be allotted and issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

If the above condition (ii) is not satisfied on or before 31 July 2012, the New Share Option Scheme shall forthwith determine and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the New Share Option Scheme. As at the Latest Practicable Date, no Option had been granted or agreed to be granted under the New Share Option Scheme. The Existing Share Option Scheme shall be terminated upon the New Share Option Scheme becoming effective. Such will be a natural consequence and not a condition of the adoption of the New Share Option Scheme.

As at the Latest Practicable Date, there were 12,437,351,515 Shares in issue. Assuming no further Shares are issued prior to the Adoption Date, Options to subscribe for a total of 1,243,735,152 Shares may be granted under the New Share Option Scheme, representing 10% of the total issued share capital of the Company as at the Adoption Date.

The Directors consider it inappropriate to disclose the value of Options which may be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. Any such valuation will have to be made on the basis of certain option pricing model or other methodology, which depends on various assumptions including the exercise price, exercise period, interest rate, expected volatility and other variables. As no Option has been granted, certain variables are not available for calculating the value of Options. The Directors believe that any calculation of the value of Options as at the Latest Practicable Date based on a number of speculative assumptions would not be meaningful and would be misleading to the Shareholders.

Application will be made to the Stock Exchange for the approval for the listing of, and permission to deal in, the Shares which may fall to be allotted and issued pursuant to the exercise of the Options granted under the New Share Option Scheme.

The full terms of the New Share Option Scheme can be inspected at the principal office of the Company at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the SGM and at the SGM.

PROPOSED AMENDMENTS TO THE BYE-LAWS

For easy reference and reading, the Directors propose that the amendments stipulated in bye-law 169 should be cancelled and its amendments should be consolidated in the relevant bye laws. The Directors also propose amendments to bye-laws 63 and 86.

Details of the proposed amendments to the Bye-laws are set out in the special resolution in the SGM Notice on pages 16 to 20 of this circular. The proposed amendments to the Bye-laws are subject to the approval of the Shareholders by way of special resolution at the SGM.

– 6 –

LETTER FROM THE BOARD

SGM

A notice convening the SGM to be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong, on Tuesday, 26 June 2012 is set out on pages 16 to 20 of this circular. Pursuant to Rules 13.39(4) to 13.39(5) of the Listing Rules, any voting of the Shareholders at the SGM will be taken by way of poll and an announcement on the poll results of the SGM will be made by the Company after the SGM. No Shareholder is required under the Listing Rules to abstain from voting on the ordinary resolution to approve the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme at the SGM and the special resolution to approve the amendment to Bye-laws.

A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy and return it to the office of the Company’s Hong Kong branch share registrar, Tricor Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not prevent you from attending and voting at the SGM or any adjourned meeting should you so wish.

RECOMMENDATION

The Directors consider that the proposed resolutions for approval of (a) the proposed adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme; and (b) the proposed amendments to the Bye-laws are in the interests of the Company, the Shareholders and, in particular, the Group as a whole. The Directors therefore recommend the Shareholders to vote in favour of the resolutions to be proposed at the SGM.

GENERAL INFORMATION

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

Yours faithfully, for and on behalf of the Board

Dai Zhikang

Director

– 7 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

This Appendix summarises the principal terms of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as effecting the interpretation of the rules of the New Share Option Scheme.

The purpose of the New Share Option Scheme is to provide incentives or rewards to the Participants for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and any Invested Entity.

(i) Who may join

The Board shall be entitled at any time within the period of ten years after the Adoption Date to make offers to any Participant, as the Board may in its absolute discretion select, to take up Options to subscribe for Shares at a price calculated in accordance with sub-paragraph (ii) below based on the contribution and future benefits such Participant has or may bring to the Group.

(ii) Subscription price of Shares

The subscription price for Shares in respect of any Options granted under the New Share Option Scheme will be a price determined by the Board, in its absolute discretion, but in any case will not be lower than the higher of (1) the closing price of the Shares as stated in the Stock Exchange’s daily quotation sheet on the date of offer, which must be a trading day; (2) the average closing price of the Shares as stated in the Stock Exchange’s daily quotation sheets for the five trading days immediately preceding the date of grant; and (3) the nominal value of a Share on the date of grant, provided that for the purpose of calculating the subscription price, where the Shares have been listed on the Stock Exchange for less than five trading days, the new issue price shall be used as the closing price for any trading day falling within the period before such listing. Upon acceptance of the Option, the Grantee shall pay HK$1.00 to the Company by way of consideration for the grant.

(iii) Grant of Option

No offer for grant of Options shall be made after a price sensitive development has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information has been announced pursuant to the requirements of the Listing Rules. In particular, during the period of one month immediately preceding the earlier of (1) the date of the board meeting for approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (2) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules or quarterly or any other interim period (whether or not required under the Listing Rules) and ending on the date of the announcement of the results, no Option should be granted. Options may be granted to any company wholly-owned by a Participant.

– 8 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (iv) Maximum number of Shares

• (1) The total number of Shares which may be issued upon exercise of all Options which may be granted under the New Share Option Scheme and any other share option schemes of the Group shall not exceed 10% of the total number of Shares in issue on the Adoption Date (the “ Scheme Mandate Limit ”) unless the Company obtains a fresh approval from the Shareholders pursuant to (2) below. Options lapsed in accordance with the terms of the New Share Option Scheme or any other share option schemes of the Company under which such options are granted, as the case may be, shall not be counted for the purpose of calculating whether the Scheme Mandate Limit has been exceeded.

• (2) The Company may seek approval of Shareholders in general meeting to refresh the Scheme Mandate Limit provided that the Scheme Mandate Limit so refreshed must not exceed 10% of the issued share capital of the Company as at the date of approval of the refreshment by the Shareholders. All options granted under the New Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the New Share Option Scheme and any other share option schemes of the Company and exercised options) prior to the approval of such refreshment shall not be counted for the purpose of calculating whether the refreshed Scheme Mandate Limit has been exceeded. In seeking the approval, the Company shall send a circular to the Shareholders.

• (3) The Company may grant Options to Participant(s) beyond the Scheme Mandate Limit if the grant of such Options is specifically approved by the Shareholders in general meeting. In seeking such approval, a circular must be sent to the Shareholders containing a generic description of the specified proposed Participants, the number and terms of the options to be granted, the purpose of granting Options to the proposed Participants, and how these options serve such purpose.

Notwithstanding the above, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and not yet exercised under the New Share Option Scheme and any other share option schemes of the Company shall not exceed 30% of the Shares in issue from time to time.

No Participant shall be granted an Option if the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including both exercised and outstanding options) in any 12-month period up to the date of the proposed grant to such Participant would exceed 1% of the Shares for the time being in issue unless the proposed grant has been approved by the Shareholders in general meeting with the proposed Participant and his associates abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of the proposed Participant and the number and terms of the Options granted and to be granted. The number and terms of Options to be granted to such proposed Participant must be fixed before the Shareholders’ approval and the date of meeting of the Board for proposing such further grant should be taken as the date of grant for the purpose of calculating the subscription price.

– 9 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Any grant of Option to the Directors, chief executive or substantial Shareholders (as defined in the Listing Rules) or any of their respective associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the proposed grantee of the Option).

Where any grant of Option is made to a substantial Shareholder (as defined in the Listing Rules) or an independent non-executive Director or any of their respective associates and the proposed grant of Option, when aggregated with the Options already granted and to be granted (including exercised, cancelled and outstanding Options) to such person(s) in the 12-month period up to and including the date of such grant, would entitle such person(s) to subscribe for over 0.1% of the Shares in issue and having an aggregate value in excess of HK$5,000,000 based on the closing price of the Shares on the date of each grant, then the proposed grant of Option must be subject to approval by Shareholders in accordance with the Listing Rules. A circular must be prepared by the Company explaining the proposed grant of Option, disclosing the number and terms of the Option proposed to be granted. All connected persons of the Company must abstain from voting in favour at such general meeting. The Shareholders’ approval as described above will also be required for any change in the terms of any Options granted to a substantial Shareholder or an independent non-executive Director or any of their respective associates.

(v) Time of exercise of Option

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period as the Board may in its absolute discretion determine which shall not be more than ten years from the date of grant of the Option and subject to the provisions of early termination thereof and the Board may provide restrictions on the exercise of an Option.

(vi) Rights are personal to grantee

An Option shall be personal to the grantee and shall not be transferable or assignable and no grantee shall sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option. In the event that the Option is granted to a company wholly-owned by a Participant, such Participant shall not sell, transfer, encumber, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to the share capital of such company wholly-owned by him. Any breach of the foregoing shall render the outstanding Options having automatically lapsed.

– 10 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(vii) Rights on ceasing employment

In the event of the grantee (or the beneficial owner of the grantee in the event that the Option is granted to a company wholly-owned by the Participant), being an Eligible Employee on the date of grant, ceasing to be an Eligible Employee for any reason, other than death or the termination of employment on any of the grounds referred to in (ix) below, the grantee may exercise the Option up to his entitlement at the date of cessation (to the extent which has become exercisable and not already exercised) within the period of one month following the date of such cessation, which date shall be the last actual working day with the Company or the relevant member of the Group or the relevant Invested Entity whether salary is paid in lieu of notice or not or such longer period following the date of cessation as the Board may determine (provided that the retirement of director(s) of the Group or the relevant Invested Entity at a general meeting of such member or Invested Entity who is/are re-elected at the same general meeting shall not be regarded as ceasing employment for the purpose of this paragraph).

(viii) Rights on death

In the event of the death of the grantee (or the beneficial owner of the grantee in the event that the Option is granted to a company wholly-owned by a Participant) and provided that in the event the grantee (or the beneficial owner of the grantee, as the case may be) being an Eligible Employee on the date of grant, none of the events which would be a ground for termination of employment referred to in (ix) below arises prior to the death, the legal personal representative(s) of the grantee shall be entitled within a period of 12 months from the date of death to exercise the Option up to the entitlement of such grantee as at the date of death (to the extent which has become exercisable and not already exercised).

(ix) Rights on dismissal

In the event the grantee (or the beneficial owner of the grantee in the event that the option is granted to a company wholly-owned by a Participant), being an Eligible Employee on the date of grant, ceases to be an Eligible Employee by reason of termination of employment on the grounds that he has been guilty of misconduct, or has committed an act of bankruptcy or has become insolvent or has made any arrangement or composition with his creditors generally, or has been convicted of any criminal offence involving his integrity or honesty or (if so determined by the Board) on any other ground on which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract with the Company or the relevant member of the Group or the relevant Invested Entity, his Option shall lapse automatically (to the extent not already exercised) on the date on which the grantee ceases to be an Eligible Employee.

– 11 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(x) Effect of alterations to capital

In the event of any alteration to the capital structure of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party or a placing or subscription of Shares in cash) by way of capitalisation of profits or reserves, rights issue, sub-division or consolidation of shares or reduction of capital while any Option remains exercisable, such corresponding alterations (if any), certified by an independent financial adviser or the auditors of the Company for the time being as fair and reasonable and in accordance with the requirements set out in this paragraph, shall be made in the number of Shares subject to the Option so far as unexercised; and/or the subscription price; and/or the maximum number of Shares referred to in sub-paragraph (iv) above, provided that no alteration shall be made such that a Share would be issued at less than its nominal value (and in such case the subscription price shall be reduced to the nominal value) or which would give a grantee a different proportion of the issued share capital of the Company as that to which he was previously entitled. Any adjustment made to the exercise price of, and/or the number of Shares subject to, any Options must comply with the Listing Rules and the supplemental guidance issued by the Stock Exchange on 5 September 2005.

(xi) Rights on a general offer

If a general offer or partial offer (whether by takeover offer, share repurchase offer or scheme of arrangement or otherwise in like manner) is made to all Shareholders (or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional, the grantee shall be entitled to exercise the Option in full (to the extent which has become exercisable and not already exercised) at any time within fourteen (14) days after the date on which the offer becomes or is declared unconditional.

(xii) Rights on winding up

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date as or soon after it despatches such notice to each member of the Company give notice thereof to all grantees and thereupon, each grantee (or, as the case may be, his legal personal representatives) shall be entitled to exercise all or any of his Options (to the extent which has become exercisable and not already exercised) at any time not later than five business days prior to the proposed general meeting of the Company whereupon the Company shall as soon as possible and, in any event, no later than the business day immediately prior to the date of the proposed general meeting allot the relevant Shares to the grantee credited as fully paid.

– 12 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(xiii) Rights on a compromise or arrangement

In the event of a compromise or arrangement between the Company and its creditors (or any class of them) or between the Company and its members (or any class of them), in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all grantees on the same day as or soon after it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement, and thereupon any grantee (or his legal representative(s)) may forthwith and until the expiry of the period commencing from such date and ending on the earlier of the date falling two calendar months thereafter or the date on which such compromise or arrangement is sanctioned by Court, exercise his Option (to the extent which has become exercisable and not already exercised), but the exercise of the Option shall be conditional upon such compromise or arrangement being sanctioned by the Court and becoming effective. The Company may thereafter require such grantee to transfer or otherwise deal with the Shares issued as a result of such exercise of his Option so as to place the grantee in the same position as nearly as possible as would have been the case had such Shares been subject to such compromise or arrangement.

(xiv) Lapse of Option

An Option shall lapse automatically (to the extent not already exercised) on the earliest of:

• (1) the expiry of the Option period;

• (2) the date on which the grantee commits a breach of (vi) above;

• (3) the expiry of any of the periods referred to in (vii) and (viii) above;

• (4) the date on which the offer (or, as the case may be revised offer) referred to (xi) above closes;

• (5) subject to (xii) above, the date of commencement of the winding-up of the Company;

• (6) subject to the proposed compromise or arrangement becoming effective, the expiry of the period referred to in (xiii) above;

• (7) the date on which the grantee (or the beneficial owner of the grantee in the event that the Option is granted to a company wholly-owned by the Participant) ceasing to be an Eligible Employee by reason of (ix) above; or

• (8) the date on which the Board shall at its absolute discretion determine that the grantee (other than an Eligible Employee) has committed any breach of contract entered into between the grantee and the Group or any Invested Entity.

– 13 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

(xv) Ranking of Shares

The Shares to be allotted and issued upon the exercise of an Option will be subject to all provisions of the bye-laws of the Company for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue on the date when the name of the grantee is registered on the register of members of the Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after such date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before such date.

Unless the context otherwise requires, reference to “ Shares ” in this paragraph include shares in the Company of any other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of such shares from time to time of the Company.

(xvi) Duration of the New Share Option Scheme

The Company by resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Option will be offered but the provisions of the New Share Option Scheme shall remain in full force and effect in all other respects to the extent necessary to give effect to the exercise of Options (to the extent not already exercised) granted prior to such termination.

Subject to the aforesaid, the New Share Option Scheme shall be valid and effective for a period of ten years commencing from the date on which the New Share Option Scheme becomes effective, after which period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in all other respects to the extent necessary to give effect to the exercise of any Options granted prior thereto.

(xvii) Alterations to the New Share Option Scheme

The New Share Option Scheme may be altered in any respect by resolution of the Board except that alterations to the provisions of the New Share Option Scheme relating to (1) matters set out in Rule 17.03 of the Listing Rules to the advantage of grantees or prospective grantees; (2) the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme; (3) the terms and conditions of the New Share Option Scheme which are of a material nature or the terms of the Options granted (except where such alterations take effect automatically as set out in the summary herein under the existing terms of the New Share Option Scheme) must be approved by Shareholders.

(xviii) Cancellation of Options granted

Any cancellation of Options granted but not exercised must be approved by the Board. Where any Option is cancelled and new Options are to be issued to the same Participant, the issue of such new Option may only be made under the New Share Option Scheme with available unissued Options (excluding the cancelled Options) within the limit approved by Shareholders as set out in (iv) above.

– 14 –

APPENDIX PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

• (xix) Performance target

There is no performance target that must be achieved before the Options can be exercised.

• (xx) Conditions of the New Share Option Scheme

The New Share Option Scheme is conditional upon:

• (1) the passing of an ordinary resolution approving, inter alia, the adoption of the New Share Option Scheme by the Shareholders and authorising the Board to grant Options to subscribe for Shares thereunder and to allot and issue Shares pursuant to the exercise of any Options granted under the New Share Option Scheme; and

• (2) the Stock Exchange granting approval of the listing of, and permission to deal in, any Shares to be allotted and issued pursuant to the exercise of the Options under the New Share Option Scheme.

Documents for inspection

The full terms of the New Share Option Scheme can be inspected at the principal office of the Company at Unit 6108, The Center, 99 Queen’s Road Central, Hong Kong from the date of this circular up to and including the date of the SGM and at the SGM.

– 15 –

NOTICE OF SGM

SHANGHAI ZENDAI PROPERTY LIMITED 上海証大房地產有限公司[*]

(incorporated in Bermuda with limited liability) (Stock Code: 755)

NOTICE IS HEREBY GIVEN that a special general meeting of Shanghai Zendai Property Limited (“ Company ”) will be held at Unit A, 29/F, Admiralty Center I, 18 Harcourt Road, Hong Kong, at 11:30 a.m. on Tuesday, 26 June 2012 at (or an adjournment thereof) for the following purposes:

1. To consider and, if thought fit, passing with or without modification, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the rules of the new share option scheme of the Company (the “ New Share Option Scheme ”) (a copy of which has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification) be and are hereby approved and adopted as the new share option scheme of the Company subject to the conditions set out therein, and that the directors of the Company (the “ Directors ”) be and are hereby authorised to do such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme, notwithstanding that they or any of them may be interested in the same including without limitation to:

• (i) implement the New Share Option Scheme and to grant options to person eligible under the New Share Option Scheme to subscribe for Shares;

• (ii) modify and/or amend the New Share Option Scheme from time to time provided that such modification and/or amendment is/are effected in accordance with the terms and provisions of the New Share Option Scheme in relation to modifications and/or amendments and the requirement of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

* for identification purpose only

– 16 –

NOTICE OF SGM

  - (iii) allot and issue and deal with from time to time such number of Shares as may be required to be issued pursuant to the exercise of the options granted under the New Share Option Scheme provided that the total number of Shares which may be issued upon exercise of all options to be granted under the New Share Option Scheme and other share option scheme(s) (excluding the Existing Share Option Scheme, as defined below) shall not exceed 10% of the issued share capital of the Company as at the date of passing of this resolution (the “ **Scheme Mandate Limit** ”), with the acknowledgment that the Company may seek an approval from the shareholders in general meeting to refresh the Scheme Mandate Limit from time to time but provided always that the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and other share option scheme(s) of the Company shall not in aggregate exceed 30% of the issued share capital of the Company from time to time; and

  - (iv) make application at the appropriate time or times to The Stock Exchange of Hong Kong Limited and any other stock exchanges, if appropriate, for the listing of, and permission to deal in, any Shares or any part thereof that may hereafter from time to time be allotted and issued pursuant to the exercise of options granted under the New Share Option Scheme; and

• (b) the existing share option scheme adopted by the Company on 18 July 2002 (the “ Existing Share Option Scheme ”) be terminated upon the New Share Option Scheme becoming unconditional such that thereafter no further options shall be offered under the Existing Share Option Scheme but in all other respects the provisions of the Existing Share Option Scheme shall remain in full force and effect and options granted thereunder prior to such termination shall continue to be valid and exercisable in accordance with their terms of issue.”

• To consider and, if thought fit, to pass the following resolution with or without amendments as special resolution of the Company:

SPECIAL RESOLUTION

“ THAT the bye-laws of the Company be and are hereby amended in the following manner:-

• (a) by deleting existing bye-law 63 in its entirety and replacing therewith the following new bye-law 63:-

“63. The President of the Company or the Chairman shall preside as chairman at every general meeting. If at any meeting the President or the Chairman, as the case may be, is not present at the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall

– 17 –

NOTICE OF SGM

choose one of their number to act as chairman, or if only one Director is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the Chairman chosen shall retire from the chair and each of the Directors present declines to take the chair, the Members present in person (or in the case of a Member being a corporation, by its duly authorised representative) or by proxy shall elect one of their number to be chairman.”;

• (b) by deleting existing bye-law 86.(4) in its entirety and replacing therewith the following new bye-law 86.(4):-

“(4) Subject to any provision to the contrary in these Bye-laws the Members may, at any general meeting convened and held in accordance with these Bye-laws, by ordinary resolution remove a Director at any time before the expiration of his period of office notwithstanding anything in these Bye-laws or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement) provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director fourteen (14) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for his removal.”;

• (c) by deleting existing bye-law 87 in its entirety and replacing therewith the following new bye-law 87:-

“87. (1) At each annual general meeting, one-third of the Directors for the time being (or if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years.

(2) The Directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became Directors on the same day shall (unless they otherwise agree between themselves) be determined by lot. The retiring Directors shall be eligible for re-election. The Company at any general meeting at which any Directors retire may fill the vacated offices.”;

• (d) by deleting the first sentence in existing bye-law 92 and replacing therewith the following:-

“Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person to be his alternate Director and if such alternate Director in not another Director, such appointment, unless previously approved by the Board, shall have effect only upon and subject to it being so approved.”;

– 18 –

NOTICE OF SGM

• (e) by deleting the first sentence in existing bye-law 93 and replacing therewith the following:-

“Every person acting as an alternate Director shall (except as regards powers to appoint an alternate Director and remuneration) be subject in all respects to the provisions of the Act and these Bye-laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate.”;

• (f) by deleting existing bye-law 95 in its entirety and replacing therewith the following new bye-law 95:-

“95. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any general meeting any Director retires but is re-elected at the same meeting, any appointment of such Director’s alternate Director pursuant to these Bye-laws which was in force immediately before his/her retirement shall remain in force as though he/she had not retired.”;

• (g) by deleting existing bye-law 127. (1) in its entirety and replacing therewith the following new bye-law 127. (1):-

“127. (1) The officers of the Company shall consist of a Chairman, the Directors, Secretary and such additional officers as the Board may from time to time determine, all of whom shall be deemed to be the officers for the purpose of the Statutes and these Bye-laws.”;

• (h) by deleting existing bye-law 127. (2) in its entirety and replacing therewith the following new bye-law 127. (2):-

“(2) The Directors of the Company may elect one of their number to be Chairman and may appoint another of their number to be Managing Director; and if more than one (1) Director is proposed for either of these officers, the election to such office shall take place in such manner as the Directors may determine.”; and

– 19 –

NOTICE OF SGM

• (i) by deleting existing bye-law 169 in its entirety.

By order of the Board Shanghai Zendai Property Limited Dai Zhikang Director

Hong Kong, 25 May 2012

Registered office:

Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal place of business in Hong Kong: Unit 6108, The Center 99 Queen’s Road Central Hong Kong

Notes:

1. Any member entitled to attend and vote at a meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, this proxy form together with any power of attorney or other authority under which it is signed or a certified copy of such power of attorney must be lodged with the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof, (as the case may be).

3. In the case of joint holders, the vote of the senior who tenders a vote, whether present in person or by proxy, will be accepted to the exclusion of the vote(s) of other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

– 20 –