Snack Empire Holdings Limited — Proxy Solicitation & Information Statement 2017

Feb 24, 2017

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 adviser.

If you have sold or transferred all your shares in Shanghai Zendai Property Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

SHANGHAI ZENDAI PROPERTY LIMITED

上海証大房地產有限公司

(Incorporated in Bermuda with limited liability) (Stock code: 755)

MAJOR TRANSACTION

IN RELATION TO THE DISPOSAL OF EQUITY INTERESTS IN SUBSIDIARIES AND SALE LOANS AND

NOTICE OF SGM

Financial adviser to the Company

==> picture [241 x 42] intentionally omitted <==

A letter from the Board is set out on pages 5 to 13 of this circular.

A notice convening the SGM to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Tuesday, 14 March 2017 at 11:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you propose to attend the meeting, you are requested to read the notice of SGM and to complete the form of proxy enclosed in this circular in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form shall not preclude you from attending and voting at the meeting should you so wish.

24 February 2017

• For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II – Valuation Report on the Properties . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

– i –

DEFINITIONS

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

• ‘‘Board’’

the board of Directors

• ‘‘Company’’

Shanghai Zendai Property Limited, an exempt company incorporated in Bermuda, the Shares of which are listed on the Stock Exchange

• ‘‘connected person(s)’’

has the meaning ascribed to it under the Listing Rules

• ‘‘Consideration’’

the consideration for the Disposal

• ‘‘Director(s)’’

the director(s) of the Company

• ‘‘Disposal’’

the disposal of the Sale Shares and the Sale Loans pursuant to the terms and conditions of the Sale and Purchase Agreement

• ‘‘Disposal Group’’

collectively, Myway Developments, Haimen Property and their respective subsidiaries (excluding the Excluded Companies)

• ‘‘Excluded Companies’’

collectively, 廊坊市証合泰房地產有限公司 (Langfang City Zhenghetai Real Estate Co., Ltd.), 煙台証大大拇指置業 有限公司 (Yantai Zendai Thumb Property Co., Ltd.) and 江 蘇 証 大 商 業 文 化 發 展 有 限 公 司 (Jia ng su Zend ai Commercial Culture Development Co., Ltd.*)

• ‘‘Excluded Sale Assets’’

certain assets owned by Haimen Property as at the date of the Sale and Purchase Agreement including (i) 27% equity interest in 廊坊市証合泰房地產有限公司 (Langfang City Zhenghetai Real Estate Co., Ltd.); (ii) 70% equity interest in 煙台証大大拇指置業有限公司 (Yantai Zendai Thumb Property Co., Ltd.); (iii) the entire equity interest in 江蘇 証大商業文化發展有限公司 (Jiangsu Zendai Commercial Culture Development Co., Ltd.*); and (iv) a prepayment item

– 1 –

DEFINITIONS

• ‘‘Haimen Property’’

• 海門証大濱江置業有限公司 (Haimen Zendai Binjiang Real Estate Co. Ltd.*), a company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company being owned as to approximately 90.91% by Myway Developments and approximately 9.09% by Zendai Real Estate as at the Latest Practicable Date

• ‘‘Haimen Property Loan’’ the loan owed by Haimen Property to Zendai Real Estate and its affiliated companies

• ‘‘Haimen Property Sale Shares’’

• approximately 9.09% equity interest in Haimen Property which was held by Zendai Real Estate as at the date of the Sale and Purchase Agreement

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Latest Practicable Date’’

• 22 February 2017, being the latest practicable date prior to printing of this circular for ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Myway Developments’’

• Myway Developments Limited, a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company as at the Latest Practicable Date

• ‘‘Myway Developments Loan’’

the loan owed by Myway Developments to the Company

• ‘‘Myway Developments Sale Shares’’

• the entire equity interest in Myway Developments which was held by the Company as at the date of the Sale and Purchase Agreement

• ‘‘Parties’’ collectively, the Purchaser and the Vendors

• ‘‘PRC’’

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

– 2 –

DEFINITIONS

• ‘‘Project’’

• the property development project of the Disposal Group which primarily involves the development of the Properties

• ‘‘Properties’’

• the land parcels, properties under development and properties for sale of Haimen Property

• ‘‘Purchaser’’

• 欣樂房地產集團有限公司 (Xinle Real Estate Group Co. Limited*), a company incorporated in the PRC with limited liability

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC

• ‘‘Sale and Purchase Agreement’’

• the sale and purchase agreement dated 25 January 2017 entered into between the Vendors and the Purchaser in relation to the Disposal

• ‘‘Sale Loans’’ collectively, the Myway Developments Loan and the Haimen Property Loan

• ‘‘Sale Shares’’ collectively, the Myway Developments Sale Shares and the Haimen Property Sale Shares (excluding the Excluded Sale Assets)

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

• ‘‘SGM’’

• the special general meeting of the Company to be convened to approve, among other things, the Sale and Purchase Agreement and the transactions contemplated thereunder

• ‘‘Shareholder(s)’’ holder(s) of the Shares

• ‘‘Share(s)’’ share(s) of HK$0.02 each in the share capital of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘United States’’ The United States of America

• ‘‘USD’’ US dollars, the lawful currency of the United States

– 3 –

DEFINITIONS

‘‘Vendors’’ collectively, the Company and Zendai Real Estate ‘‘Zendai Real Estate’’ 上海証大置業有限公司 (Shanghai Zendai Real Estate Co., Ltd.*), an indirect wholly-owned subsidiary of the Company ‘‘%’’ per cent.

For the purpose of this circular, unless otherwise specified, (i) conversion of RMB into Hong Kong dollars is based on the approximate exchange rate of RMB1.00=HK$1.1627; and (ii) conversion of USD into Hong Kong dollars is based on the approximate exchange rate of USD1.00=HK$7.7576. The above exchange rates are for the purpose of illustration only and do not constitute any representations that any amounts in HK$, RMB and USD have been, could have been or may be converted at such rates or any other exchange rate.

• For identification purpose only

– 4 –

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: Mr. Zhang Chenguang (Chairman) Mr. Zhong Guoxing Dr. Wang Hao Ms. Li Li Hua

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Non-executive Directors: Mr. Gong Ping Mr. Pan Wen

Independent non-executive Directors: Mr. Lai Chik Fan Mr. Li Man Wai Mr. Chow, Alexander Yue Nong Dr. Xu Changsheng

Principal place of business in Hong Kong: 59/F, Bank of China Tower, 1 Garden Road, Hong Kong

24 February 2017

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF EQUITY INTERESTS IN SUBSIDIARIES AND SALE LOANS

INTRODUCTION

Reference is made to the announcement of the Company dated 25 January 2017. On 25 January 2017, the Vendors (collectively, the Company and Zendai Real Estate (an indirect wholly-owned subsidiary of the Company)) and the Purchaser entered into the Sale and Purchase Agreement pursuant to which the Purchaser has conditionally agreed to acquire and the Vendors have conditionally agreed to sell the Sale Shares and the Sale Loans at the Consideration of approximately HK$813.89 million.

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) details of the Disposal; (ii) financial information of the Group; (iii) the valuation report on the Properties issued by an independent valuer; (iv) other information as required under the Listing Rules; and (v) a notice of SGM.

THE SALE AND PURCHASE AGREEMENT

Set out below are the principal terms of the Sale and Purchase Agreement:

Date

25 January 2017

Parties

Purchaser : 欣樂房地產集團有限公司 (Xinle Real Estate Group Co. Limited*) Vendors : (i) the Company; and (ii) Zendai Real Estate

Assets to be disposed of

• (i) the Sales Shares comprising (a) the Myway Developments Sale Shares, being the entire equity interest in Myway Developments which was held by the Company as at the date of the Sale and Purchase Agreement; and (b) the Haimen Property Sale Shares, being approximately 9.09% equity interest in Haimen Property which was held by Zendai Real Estate as at the date of the Sale and Purchase Agreement; and

• (ii) the Sale Loans comprising (a) the Myway Developments Loan owed by Myway Developments to the Company; and (b) the Haimen Property Loan owed by Haimen Property to Zendai Real Estate and its affiliated companies.

– 6 –

LETTER FROM THE BOARD

Consideration and payment terms

The Consideration for the Disposal is approximately HK$813.89 million, which comprises (i) the consideration for the Myway Developments Sale Shares of USD2.00 (equivalent to approximately HK$15.52); (ii) the consideration for the Haimen Property Sale Shares of RMB1.00 (equivalent to approximately HK$1.16); and (iii) the consideration for the Sale Loans of RMB700.00 million (equivalent to approximately HK$813.89 million), and had been/shall be settled in the following manner:

• (i) as to RMB150.00 million (equivalent to approximately HK$174.41 million) as the earnest money for the Sale and Purchase Agreement paid by the Purchaser to a nominated account of the Vendors on 2 December 2016, which shall be, following the completion of the procedures as described in paragraphs (ii) and (iii) below, repaid by the Vendors to the Purchaser and subsequently be transferred into the account of Haimen Property and repaid to the Vendors before 30 March 2017 (or such other date as may be agreed between the Parties);

• (ii) as to USD2.00 (equivalent to approximately HK$15.52) and RMB1.00 (equivalent to approximately HK$1.16) to be paid by the Purchaser to the Vendors or the nominated account of the Vendors before 30 March 2017 (or such other date as may be agreed between the Parties); and

• (iii) as to the remaining portion of the Consideration in the amount of RMB550.00 million (equivalent to approximately HK$639.49 million) to be paid by Haimen Property to the Vendors before 30 March 2017 (or such other date as may be agreed between the Parties), which shall be obtained through application for loans with either the Purchaser or Haimen Property as the main financing body or other financing methods, and then be injected into Haimen Property.

The Consideration was determined after arm’s length negotiations between the Parties and by making reference to, among others, (i) the unaudited net liabilities of the Disposal Group as at 31 August 2016; (ii) the appraised value of the Properties as of 30 November 2016 of approximately RMB1,180.40 million (equivalent to approximately HK$1,372.45 million as prepared by an independent valuer); (iii) the outstanding amount of the Sale Loans (adjusted for the portion owed by the Excluded Companies) as at 31 August 2016; and (iv) the recent financial performance of the Disposal Group.

– 7 –

LETTER FROM THE BOARD

During the period from 1 September 2016 to 30 September 2016, the Sale Loans in the amount of RMB20.15 million (equivalent to approximately HK$23.43 million) has been repaid. Pursuant to the Sale and Purchase Agreement, the consideration for the Sale Loans shall be adjusted for, among others, any repayment of such Sale Loans after 31 August 2016, being the reference date of the amount of Sale Loans under the Sale and Purchase Agreement. Accordingly, the consideration for the Sale Loans has been adjusted from RMB700.00 million (equivalent to approximately HK$813.89 million) to approximately RMB679.85 million (equivalent to approximately HK$790.46 million) as at 30 September 2016.

Conditions Precedent to completion of the Disposal

Completion of the Disposal shall be conditional upon the fulfilment of the following conditions precedent:

• (i) the spin-off of the Excluded Sale Assets from Haimen Property having been completed before 30 March 2017 (or such other date as may be agreed between the Parties) in accordance with the relevant laws in the PRC, given that the Excluded Companies are principally engaged in property investment in cities in the PRC other than Haimen city, which are not the subject of the Disposal for the Parties; and

• (ii) the resolution(s) approving the Sale and Purchase Agreement and the transactions contemplated thereunder having been passed by the Shareholders at the SGM by way of poll before 30 March 2017 (or such other date as may be agreed between the Parties).

None of the above conditions precedent is capable of being waived.

In the event that the Company fails to obtain the Shareholders’ approval on the transactions contemplated under the Sale and Purchase Agreement before 30 March 2017 (or such other date as may be agreed between the Parties), the Sale and Purchase Agreement shall terminate and all rights and obligations of the Parties shall cease and no party shall be liable for the penalty for breach of contract, details of which are set out in the section below headed ‘‘Completion’’.

Completion

Completion of the Disposal shall take place before 30 March 2017 (or such other date as may be agreed by the Parties) after the full payment of the Consideration as described in the section above headed ‘‘Consideration and payment terms’’ and the transfer of the title and ownership of the Disposal Group from the Vendors to the Purchaser.

– 8 –

LETTER FROM THE BOARD

In the event that the Disposal fails to be completed before 30 March 2017 due to the Vendors’ responsibility, the Purchaser shall have the right to request the Vendors to pay a penalty amounting to 12% per annum of the earnest money in the amount of RMB150.00 million (equivalent to approximately HK$174.41 million) paid by the Purchaser for the period commencing from the date of payment of such earnest money and up to the date of the Vendors’ repayment of such earnest money. In the event that the Disposal fails be completed before 30 June 2017 due to the Vendors’ responsibility, the Vendors shall repay to the Purchaser the earnest money and the Sale and Purchase Agreement shall terminate.

In the event that the Disposal fails to be completed before 30 March 2017 due to the Purchaser’s responsibility, the Vendors shall have the right to request the Purchaser to pay a penalty amounting to 12% per annum of the amount of RMB550.00 million (equivalent to approximately HK$639.49 million) payable by the Purchaser for the period commencing from 30 March 2017 up to the date of payment of such RMB550.00 million (equivalent to approximately HK$639.49 million) by the Purchaser. In the event that the Disposal fails to be completed before 30 June 2017 due to the Purchaser’s responsibility, the Vendors shall repay to the Purchaser the earnest money on interest-free basis and the Sale and Purchase Agreement shall terminate.

INFORMATION ON THE DISPOSAL GROUP

Myway Developments is an investment holding company incorporated in the British Virgin Islands with limited liability. As at the Latest Practicable Date, Myway Developments is a direct wholly-owned subsidiary of the Company holding approximately 90.91% equity interest in Haimen Property.

Haimen Property is a company incorporated in the PRC in 2003 with limited liability. As at the Latest Practicable Date, Haimen Property is an indirect wholly-owned subsidiary of the Company being owned as to approximately 90.91% by Myway Developments and approximately 9.09% by Zendai Real Estate.

The Disposal Group is principally engaged in the investment in the Project which involves the development of the Properties. The Properties are located in the Haimen Riverside New City District of Haimen city, the PRC, being in the south of Yangtze River, north of Haining Temple and east of the new administrative centre and central business district in Haimen city. The Properties comprise undeveloped land parcels with a total site area of approximately 449,799 square metres, and properties under development and properties for sale with a total gross floor area of approximately 295,059 square metres.

– 9 –

LETTER FROM THE BOARD

The following table sets out the consolidated financial information of the Disposal Group for the two financial years ended 31 December 2014 and 2015:

		For the year ended	For the year ended
		31 December
		2015	2014
		RMB’000	RMB’000
		(approximately)	(approximately)
Loss	before taxation	(142,735)	(4,519)
Loss	after taxation	(144,981)	(18,837)

The unaudited net liabilities of the Disposal Group as at 30 September 2016 amount to approximately RMB110.92 million (equivalent to approximately HK$128.97 million). The valuation on the Properties as of 30 November 2016, as prepared by an independent valuer, in the appraised value of approximately RMB1,180.40 million (equivalent to approximately HK$1,372.45 million) resulted in a valuation loss of approximately RMB166.08 million (equivalent to approximately HK$193.10 million). The valuation loss was due to the weak market performance in Haimen Development Zone, being the location of the Properties, as a result of lack of infrastructure development and low population density. The adjusted unaudited net liabilities of the Disposal Group as at 30 September 2016, after taking into account the valuation loss of approximately RMB166.08 million (equivalent to approximately HK$193.10 million) and net of deferred taxation, amounts to approximately RMB235.48 million (equivalent to approximately HK$273.79 million), representing an increase of approximately RMB124.56 million (equivalent to approximately HK$144.82 million) against the unaudited net liabilities of the Disposal Group before such valuation adjustment. For the avoidance of doubt, the adjusted unaudited net liabilities of the Disposal Group is for reference only. Accordingly, the aggregate of the adjusted unaudited net liabilities of the Disposal Group and the outstanding amount of the Sale Loans (adjusted for the portion owed by the Excluded Companies) as at 30 September 2016 of approximately RMB967.64 million (equivalent to approximately HK$1,125.07 million) amounts to approximately RMB732.16 million (equivalent to approximately HK$851.28 million).

INFORMATION ON THE PURCHASER

The Purchaser is a company incorporated in the PRC in 1999 with limited liability with a registered capital of RMB300.00 million and is principally engaged in, among others, real estate development, construction consultancy and property management. The ultimate beneficial owner of the Purchaser is Mr. Yuan Zhaohui, being the president of the Purchaser and the chairman of the board of the Purchaser. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Purchaser and its ultimate beneficial owner(s) is a third party independent of the Company and its connected persons.

– 10 –

LETTER FROM THE BOARD

INFORMATION ON THE GROUP AND THE REASONS FOR THE DISPOSAL AND INTENDED USE OF PROCEEDS

The Group is principally engaged in the development of commercial and residential properties for sale and ownership, investment and operation of hotel business, leasing, management and agency of commercial and residential properties in the PRC. The Group currently has development projects in various cities in the PRC which are in the Yangtze River Delta Economic Region as dominated by Shanghai and Nanjing cities.

In recent years, the Group has been gradually withdrawing its business from the third and fourth tier cities in the PRC. It is the intention of the Group to continue such business strategy and focus its business development in the first and second tier cities in the PRC, in particular those in the Yangtze River Delta Economic Region, in the future. The Properties, which comprise certain undeveloped land parcels with a total site area of approximately 449,799 square metres and properties under development and properties for sale with a total gross floor area of approximately 295,059 square metres, are located in Haimen city, a city outside the first and second tiers in the PRC, and were initially planned to be developed for, among others, residential, commercial and recreational use. The development of the real estate market in Haimen Development Zone which is close to the suburban area of Haimen and where the project is located, has been slowing down in the past ten years as a result of lack of infrastructure development and low population density. As at the Latest Practicable Date, the initial investment spent by the Group on Haimen Property since its establishment in 2003 has not been recovered. Further, as stated in the section above headed ‘‘Information on the Disposal Group’’, the Disposal Group has continuously been loss making over the last few years and was in a net liabilities position as at 30 September 2016. The loss-making performance of the Disposal Group for the two years ended 31 December was mainly attributable to the expensing of administrative cost and selling cost, which are classified as operating expenses relating to the day-to-day operation of the Disposal Group and such costs are not capable of being capitalised according to the applicable accounting standards. The Disposal Group has incurred a further loss for the year ended 31 December 2015 which was mainly due to the impairment provision of the Properties recognised during the period. Taking into account the consecutive loss-making performance of the Disposal Group and the uncertain future outlook of the real estate market in Haimen Development Zone, the Directors consider that the Disposal represents a good opportunity for the Group to unlock the value in its investment in the Properties, the location of which is outside the future key development areas, and reallocate its resources to restructure its asset portfolio. It is intended that the net proceeds from the Disposal in the amount of approximately RMB699.57 million (equivalent to approximately HK$813.39 million) will be applied as to approximately RMB559.66 million (equivalent to approximately HK$650.71 million) for repayment of bank loans and as to approximately RMB139.91 million (equivalent to approximately HK$162.68 million) for general working capital of the Group.

– 11 –

LETTER FROM THE BOARD

Based on the above, the Directors consider that the terms of the Disposal are fair and reasonable, on normal commercial terms, and in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE DISPOSAL

Upon completion of the Disposal, each member of the Disposal Group will cease to be a subsidiary of the Company and each of their respective financial results, assets and liabilities will no longer be included in the consolidated financial statements of the Group. The Disposal is expected to result in a decrease in the Group’s total assets and total liabilities, while the net asset value of the Group is expected to decrease. Given the loss-making performance of the Disposal Group, it is expected that the Disposal will enable the Group to minimise any future loss arising from the Disposal Group and therefore there will not be any negative impact on the earnings of the Group in the long run. The Group expects to record a loss from the Disposal of approximately HK$125.35 million (subject to audit) as at the reference date on 30 September 2016, which is calculated with reference to (i) the difference between (a) the adjusted Consideration (net of the amount of repayment of the Sale Loans received during the period between 1 September 2016 and 30 September 2016 in the amount of approximately RMB20.15 million (equivalent to approximately HK$23.43 million) of approximately RMB679.85 million (equivalent to approximately HK$790.46 million); and (b) the aggregate of the unaudited consolidated net liabilities of the Disposal Group of approximately HK$128.97 million and the outstanding amount of the Sale Loans (adjusted for the portion owed by the Excluded Companies) as at 30 September 2016 of approximately HK$1,125.07 million; and (ii) the exchange gain to be released from the foreign exchange reserve of the Group as at 30 September 2016 of approximately HK$80.29 million.

Shareholders should note that the actual amount of the loss from the Disposal to be recognised in the consolidated financial statements of the Company depends on, among others, the net liabilities value of the Disposal Group and the then exchange rate for converting the amount of the Sale Loans dominated in RMB into HK$ on the date of completion of the Disposal, and therefore will be subject to final audit.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Disposal is more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Disposal and the transactions contemplated under the Sale and Purchase Agreement. As such, no Shareholders are required to abstain from voting on the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder at the SGM.

– 12 –

LETTER FROM THE BOARD

SGM

A notice convening the SGM to be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong, on Tuesday, 14 March 2017 at 11:00 a.m. is set out on pages SGM-1 to SGM-2 in this circular. Ordinary resolution(s) will be proposed at the SGM for the purpose of considering and, if thought fit, approving the Sale and Purchase Agreement and the transactions contemplated thereunder. The voting on ordinary resolution(s) to be proposed at the SGM will be taken by way of poll and an announcement will be made by the Company with respect to whether or not the proposed ordinary resolution(s) have been passed by the Shareholders.

A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. 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 deposit the same to the branch share registrar of the Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Hence, the Directors (including the independent non-executive Directors) recommend the Shareholders to vote in favour of the resolution to approve the Sale and Purchase Agreement and the Disposal at the SGM.

ADDITIONAL INFORMATION

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

By Order of the Board Shanghai Zendai Property Limited Li Li Hua

Executive Director

– 13 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. SUMMARY OF THE FINANCIAL INFORMATION OF THE GROUP

The financial information of the Group for the six months ended 30 June 2016 and each of the financial year ended 31 December 2013, 2014 and 2015 have been published in the interim report and annual reports of the Company per below:

• (i) the financial information of the Group for the six months ended 30 June 2016 is disclosed in the interim report of the Company for the six months ended 30 June 2016 published on 19 September 2016, from pages 3 to 25;

• (ii) the financial information of the Group for the year ended 31 December 2015 is disclosed in the annual report of the Company for the year ended 31 December 2015 published on 29 April 2016, from pages 49 to 163;

• (iii) the financial information of the Group for the year ended 31 December 2014 is disclosed in the annual report of the Company for the year ended 31 December 2014 published on 30 April 2015, from pages 46 to 159; and

• (iv) the financial information of the Group for the year ended 31 December 2013 is disclosed in the annual report of the Company for the year ended 31 December 2013 published on 30 April 2014, from pages 48 to 163.

All of these financial statements have been published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.zendaifc.com).

2. STATEMENT OF INDEBTEDNESS

Borrowings

As at the close of business on 31 December 2016, being the latest practicable date for the purpose of this schedule of borrowings prior to the printing of this circular, the Group had outstanding borrowings of approximately HK$11,081,873,000, details of which are set out below:

	HK$’000
Borrowings and loans
– current
– unsecured	2,224,245
– secured	5,474,685
– non-current, secured	1,726,261
Amount due to a joint venture, unsecured	1,033,873
Amounts due to minority owners of subsidiaries
– unsecured	36,393
– secured	586,416

I – 1

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Securities

As at 31 December 2016, property, plant and equipment of approximately HK$648,844,000, payment for leasehold land held for own use under operating leases of approximately HK$522,527,000, investment properties of approximately HK$1,395,491,000, properties under development and for sales of approximately HK$4,833,690,000 and bank deposits of approximately HK$1,493,895,000, were pledged to secure certain borrowings granted to the Group.

Contingent liabilities

As at 31 December 2016, the Group provided guarantees to the extent of approximately HK$ 86,849,000 to banks in respect of mortgage loans provided by the banks to customers for the purchase of the developed properties of the Group, net of mortgages received and included in receipts in advance from customers. These guarantees provided by the Group to the banks would be released upon receiving the building ownership certificates of the respective properties by the banks from the customers as a pledge for security to the mortgage loans granted.

As at 31 December 2016, the Group provided guarantees on certain borrowings of its joint ventures amounting to HK$ 1,278,970,000.

Save as aforesaid, and apart from intra-group liabilities and normal trade and other payables, the Group did not have any loan capital issued or agreed to be issued, debt securities issued and outstanding, authorised or otherwise created but unissued, term loans, other borrowings or indebtedness including bank overdrafts, liabilities under acceptances, acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees or other material contingent liabilities outstanding at the close of business on 31 December 2016.

3. WORKING CAPITAL

Taking into account the expected financial effect of the Disposal and the financial resources available to the Group, including internally generated funds and the available banking facilities, the Directors, after due and careful enquiry, are of the opinion that the Group has sufficient working capital for its present requirements for at least the next 12 months from the date of this circular.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save as disclosed in the interim report of the Company for the six months ended 30 June 2016, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2015, being the date to which the latest published audited financial statements of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS

Following completion of the Disposal, the Group will focus on, among others, Shanghai and Nanjing, the PRC, as key development areas for involvement of residential and commercial real estate projects. During the year, the Group was keen to capitalise on the local market demand by launching the ‘‘Himalaya Center’’ project and the ‘‘Riverside Thumb Plaza’’ project in Nanjing into the market for pre-sale in a timely manner. Meanwhile, the Group completed the transaction of acquiring 465 units of a residential project in Xuanwu District, Nanjing in the first half of 2016 and were launched into the market for sale in the second half of 2016. These projects are important drivers of the Group’s future turnover growth.

To ride on the future growing potential of China’s real estate market, the Company will further consolidate its development strategy through active advances in Shanghai and Nanjing as the representatives of first and second tier cities with development potential to optimize the land bank structure while continuing to gradually withdraw from the third and fourth tier cities. On the product strategy front, the Group is committed to build exquisite brand projects adhering to a consistent quality brand strategy. For commercial operation, the Group will steadily improve the occupancy rate of assets and explore room for rent increase to keep operating costs in control. The Group will also continue to map out an in-depth strategy for the lots in Nanjing, intensively developing and promoting ‘‘Nanjing Himalayas Center’’ and ‘‘Nanjing Riverside Thumb Plaza’’ in addition to the layout of 465 residential projects in Nanjing’s Xuanwu District. Utilizing the geographical and planning advantages of the three major projects, enhancing the attractiveness and radiation of the projects will serve as a locomotive for growing the Group’s revenue and improving business conditions. The management remains cautiously optimistic on the long-term prospects of the industry. It is expected the Disposal would enable the Group to withdraw its capital commitment in the Project which is located outside the first and second tier cities in the PRC, given the slow development in the property market in Haimen city and the disappointing financial performance of the Disposal Group, and allow the Group to unlock its investment in the Properties and reallocate resources to restructure its asset portfolio. Leveraging the resources, management experiences and competitive advantages of the Company accumulated over the years, the management will intensively create new room for growth among existing projects and actively explore large-scale high quality complex projects in China’s major cities.

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APPENDIX II

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this Circular received from DTZ Cushman & Wakefield Limited, an independent property valuer, in connection with its opinion of value of the Project held by Haimen Property as at 30 November 2016.

==> picture [150 x 57] intentionally omitted <==

16/F Jardine House 1 Connaught Place Central Hong Kong

24 February 2017

The Board of Directors

Shanghai Zendai Property Limited Unit 6108

61/F, The Centre 99 Queen’s Road Central Hong Kong

Dear Sirs,

• Re: The properties which involves the land parcels, properties under development and properties for sale of Haimen Property situated at Haimen, Jiangsu Province, the People’s Republic of China（中國江蘇省海門市海門物業涉及之空地、在建工程及待售物 業）(the ‘‘Properties’’ – Details refers to Summary of Valuations)

Instructions, Purpose & Valuation Date

In accordance with the instructions from Shanghai Zendai Property Limited (the ‘‘Company’’) for us to value the Properties held by 海門証大濱江置業有限公司 (Haimen Zendai Binjiang Real Estate Co. Ltd.) (‘‘Haimen Property’’), an indirect wholly-owned subsidiary of the Company, in the People’s Republic of China (the ‘‘PRC’’), we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values in existing state of the Properties as at 30 November 2016 (the ‘‘Valuation Date’’).

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Definition of Market Value

Our valuations of each of the Properties represent its Market Value. The definition of Market Value adopted in The HKIS Valuation Standards 2012 Edition follows the International Valuation Standards published by the International Valuation Standards Council (‘‘IVSC’’). Market Value is defined by the IVSC as ‘‘the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing where the parties had each acted knowledgeably, prudently and without compulsion’’.

Valuation Basis & Assumptions

Our valuations exclude 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.

In the course of our valuations of the Properties held by Haimen Property, we have prepared our valuations on the basis that transferable land use rights in respect of the Properties for its specific term at nominal annual land use fee has been granted and that any premium payable has already been fully paid. We have relied on the information and advice given by the Company and the PRC legal opinion of the Company’s legal adviser, Dentons Shanghai Office（北京大成（上 海）律師事務所）, dated 24 February 2017, regarding the titles to the Properties and the interests in the Properties. In valuing the Properties, we have prepared our valuation on the basis that the owners have enforceable titles to the Properties and have free and uninterrupted rights to use, occupy or assign the Properties for the whole of the unexpired terms as granted.

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

We have valued the whole interest of the Properties.

Method of Valuation

In valuing the Properties in Group I, which are held by Haimen Property for sale in the PRC, we have adopted Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market; or where appropriate, by Investment Approach by capitalization of the rental derived from the existing tenancies with due allowance for reversionary rental potential of the Properties.

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In valuing the Properties in Group II, which are held by Haimen Property for development in the PRC, we have adopted Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market; or where appropriate, we have also taken into account the expended construction costs as provided to us.

In valuing the Properties, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards 2012 Edition published by the Hong Kong Institutes of Surveyors.

Source of Information

We have been provided by the Company with extracts of documents in relation to the title to the Properties. However, we have not inspected the original documents to ascertain any amendments which may not appear on the copies handed to us. In the course of our valuations, we have relied to a considerable extent on the information given by the Company in respect of the Properties in the PRC and have accepted advice on such matters as planning approvals or statutory notices, easements, tenure, identification of the Properties, tenancy details, development scheme, construction cost, site and floor areas and all other relevant matters.

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

We would point out that the copies of documents provided to us are mainly compiled in Chinese characters and the transliteration into English represents our understanding of the contents. We would therefore advise the Company to make reference to the original Chinese edition of the documents and consult your legal adviser regarding the legality and interpretation of these documents.

Title Investigation

We have been provided with copies of documents in relation to the current title to the Properties. However, we have not been able to conduct search to verify the ownership of the Properties or to ascertain any amendment which may not appear on the copies handed to us. We are also unable to ascertain the title of the Properties in the PRC and we have therefore relied on the advice given by the PRC Legal adviser and the Company.

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APPENDIX II

Site Inspection

Our Shanghai Office valuer, George Deng, has inspected the exterior and, wherever possible, the interior of the Properties in December 2016. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not able to report whether the Properties are free of rot, infestation or any other structural defects. No test was carried out on any of the services. Moreover, 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 valuations are 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 carried out on-site measurements to verify the site and floor areas of the Properties and we have assumed that the areas shown on the copies of the documents handed to us are correct.

Currency

Unless otherwise stated, all monetary amounts indicated herein our valuation are in Renminbi (RMB) which is the official currency of the PRC.

We attach herewith a summary of valuations and valuation certificates.

Yours faithfully, For and on behalf of

DTZ Cushman & Wakefield Limited

Philip C Y Tsang

Registered Professional Surveyor (General Practice) Registered China Real Estate Appraiser MSc, MHKIS Director

Note: Mr. Philip C Y Tsang is Registered Professional Surveyor who has over 24 years’ experience in the valuation of properties in the PRC.

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SUMMARY OF VALUATIONS

Property Group I – Properties held by Haimen Property 1. The Phase I and II of the Thumb Plaza, West of South Xinsha Road, Haimen, Jiangsu Province, the PRC 2. No. 188, 190 and No. 192 of Spain Commercial Street, Dongjiang Road, Haimen, Jiangsu Province, the PRC 3. The Phase III of Mantingfang Villa, East of South Xinsha Road, south of Tongda Road, north of East Weijiaohe Road and west of Hengshan Road, Haimen, Jiangsu Province, the PRC 4. Phase I of Qinghuayuan North of Dada Road, west of Hengshan Road, Haimen, Jiangsu Province, the PRC 5. Section One of Phase II of Shuiqingmuhua, East of South Xinsha Road, Haimen, Jiangsu Province, the PRC Sub-total of Group I:	Market Value in existing state as at 30 November 2016 The Company’s attributable interest for sale in the PRC RMB129,000,000 100% RMB5,200,000 100% RMB65,500,000 100% RMB24,300,000 100% RMB8,100,000 100% RMB232,100,000	Market Value in existing state as at 30 November 2016 attributable to the Company RMB129,000,000 RMB5,200,000 RMB65,500,000 RMB24,300,000 RMB8,100,000
		RMB232,100,000

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SUMMARY OF VALUATIONS

Property Market Value in existing state as at 30 November 2016 The Company’s attributable interest Group II – Properties held by Haimen Property for development in PRC 6. Proposed development of Phase II of Dongzhoufu, East of South Xinsha Road, south of Tongda Road, north of East Weijiaohe Road and west of Hengshan Road, Haimen, Jiangsu Province, the PRC RMB186,000,000 100% 7. Proposed development of Section Two of Phase II of Shuiqingmuhua, East of South Xinsha Road, Haimen, Jiangsu Province, the PRC RMB286,000,000 100% 8. 11 parcel of land of the Properties, Haimen, Jiangsu Province, the PRC RMB476,300,000 100% Sub-total of Group II: RMB948,300,000 Grand Total of Group I & II: RMB1,180,400,000	Market Value in existing state as at 30 November 2016 attributable to the Company RMB186,000,000 RMB286,000,000 RMB476,300,000
	RMB948,300,000
	RMB1,180,400,000

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APPENDIX II

VALUATION CERTIFICATE

Group I – Properties held by Haimen Property for sale in the PRC

Market Value in existing state as at 30 November 2016

Particulars of occupancy

			Particulars of
	Property	Description and tenure	occupancy
1.	The Phase I and II of	The Property known as ‘‘Thumb Plaza’’ is	According to the
	the Thumb Plaza,	divided into two phases, erected on a	information provided
	West of South	parcel of land with a total site area of	to us, portion of the
	Xinsha Road,	approximately 18,919.00 square metres.	Property, with a total
	Haimen,		gross floor area of
	Jiangsu Province,	The Property was completed in the year of	2,264 square metres,
	the PRC	2013.	was leased to 5
			tenants at a total
		As advised by the Company, the gross	average monthly
		floor area of Phase I of the Property is	rental of RMB17,065
		approximately 19,109.27 square metres,	with the latest expiry
		which are listed as follows:-	date in 2024.
		Gross	The remaining portion
		Floor Area	of the Property was
		Portion (square metres)	vacant.
		Retail 18,348.56
		Underground and
		ancillary facility 760.71
		Total: 19,109.27

According to the RMB129,000,000 information provided to us, portion of the Property, with a total gross floor area of 2,264 square metres, was leased to 5 tenants at a total average monthly rental of RMB17,065 with the latest expiry date in 2024.

As advised by the Company, the gross floor area of Phase II of the Property is approximately 22,613.58 square metres, which are listed as follows:-

Portion Retail Underground and ancillary facility Total:	Gross Floor Area (square metres) 15,937.76 6,675.82
	22,613.58

The Property is located at west of Dongjiang Road, north of Xianggang Road, Haimen development area, which is in suburban area of Haimen. Developments nearby are mainly residential development. According to the Company, the Property is used for the commercial properties. There is no environmental issues and litigation dispute.

The Property is held with the land use rights for commercial use expiring on 5 December 2046.

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Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of the Property has been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2007) 420526	5 December 2007	Commercial	5 December 2046	18,919.00

• (2) According to Planning Permit for Construction Use of Land No. 320684201210026 dated on 13 June 2012, the construction project on the land with a total site area of 18,919.00 square metres is in compliance with the urban planning requirements and has been approved.

• (3) According to Planning Permit for Construction Works No. 320684201210048 dated on 31 July 2012, the construction works of the Property with a total proposed gross floor area of 45,692.1 square metres are in compliance with the urban planning requirements and have been approved.

• (4) According to 2 Permits for Commencement of Construction Works, the construction works of the Property with a total proposed gross floor area of 45,692.14 square metres are in compliance with the requirements for works commencement and have been permitted with details as follows:-

Certificate No. Project Name Issue Date 320684020120068 Phase I of Zendai Thumb Plaza 13 September 2012 320684020130032 Phase II of Zendai Thumb Plaza 24 June 2013 Total:	Gross Floor Area (square metres) 21,515.92 24,176.22
	45,692.14

• (5) According to Pre-sale Permit No. 2012032 dated on 7 November 2012, No.1 Building of Phase I of the Property with a total gross floor area of 4,216.17 square metres is permitted for pre-sale.

• (6) According to Construction Works Completion Examination Certificate dated 23 July 2013, the construction works of Phase I of the Property have been examined and such examination has been recorded.

• (7) According to 2 Survey Reports, the constituent gross floor area of the construction works are summarised as follows:-

Location/Phase Building Use Phase I Commercial Phase II Commercial Total	Gross Floor Area (square metres) 19,109.27 22,613.58
	41,722.85

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• (8) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (9) According to PRC legal opinion:

• (i) Haimen Property is the legal land user of the Property;

• (ii) Haimen Property has the right to occupy, use, develop and mortgage the land use rights of the Property; and

• (iii) The Property has obtained the Planning Permit for Construction Use of Land, the Planning Permit for Construction Works, the Permit for Commencement of Construction Works. Phase I of the Property has obtained the Construction Works Completion Examination Certificate, Haimen Property has the legal rights to apply the Real Estate Ownership Certificate; the construction of Phase II of the Property has completed, while the Construction Works Completion Examination Certificate has not been obtained, Haimen Property has the legal right to apply the Real Estate Ownership Certificate upon the Construction Works Completion Examination Certificate obtained;

• (10) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate Yes Real Estate Ownership Certificate No Planning Permit for Construction Use of Land Yes Planning Permit for Construction Works Yes Permit for Commencement of Construction Work Yes Construction Works Completion Examination Certificate Yes (Phase I Only) Pre-sale Permit Yes (Phase I Only) Survey Report Yes Business Licence Yes

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APPENDIX II

VALUATION CERTIFICATE

Market Value in Particulars of existing state as at Property Description and tenure occupancy 30 November 2016 2. No. 188, 190 and The Property known as ‘‘Spain As at the Valuation RMB5,200,000 No. 192 of Spain Commercial Street’’ is divided into two Date, the Property Commercial Street, buildings, erected on a parcel of land with was owner occupied. Dongjiang Road, a total site area of approximately 5,319.00 Haimen, square metres. Jiangsu Province, the PRC The Property was completed in the year of 2012.

As advised by the Company, the gross floor area of the Property is approximately 1,058.02 square metres, which are listed as follows:-

follows:-
Units No. 188 & 190 Dongjiang Road No. 192 Dongjiang Road Total:	Gross Floor Area (square metres) 434.27 623.75
	1,058.02

The Property is located at east of Dongjiang Road, south of Xianggang Road, Haimen development area, which is in suburban area of Haimen.

Developments nearby are mainly residential development. According to the Company, the Property is used for the commercial properties. There is no environmental issues and litigation dispute.

The Property is held with the land use rights for commercial use expiring on 17 March 2044.

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APPENDIX II

Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of the Property has been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2005) 420003	21 April 2005	Residential	17 March 2074	324,172.00

As advised by the Company, the portion of land with a total area of 5,319 square metres for commercial use expiring on 17 March 2044 has been entitled on aforesaid Certificate.

• (2) According to Planning Permit for Construction Use of Land No. 3206842010010034 dated on 12 April 2010, the construction project on the land with a total site area of 5,319.00 square metres is in compliance with the urban planning requirements and has been approved.

As advised by the Company, the Property comprises a portion of the site area as stated in the Planning Permit for Construction Use of Land mentioned above.

• (3) According to 2 Planning Permits for Construction Works, the construction works of the Property with a permitted gross floor area of 6,782.91 square metres are in compliance with the construction works requirements and have been approved with details as follows:-

Permit No. Project Name Issue Date 320684201110043 Changsha Road Commercial street 8 June 2011 320684201310062 Changsha Road Commercial street No.2 Building 8 November 2013 Total	Gross Floor Area (square metres) 7,046.63 (GFA of No.1 Building is 3,172.68 square metres) 3,610.23
	6,782.91

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Planning Permits for Construction Works mentioned above.

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APPENDIX II

• (4) According to 2 Permits for Commencement of Construction Works, the construction works of the Property with a total proposed gross floor area of 6,782.91 square metres are in compliance with the requirements for works commencement and have been permitted with details as follows:-

Permit No. Project Name Issue Date 320684020110016 Changsha Road Commercial Street No.1 Building 31 October 2011 320684020130075 Changsha Road Commercial Street No.2 Building 12 November 2013 Total	Gross Floor Area (square metres) 3,172.68 3,610.23
	6,782.91

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Permits for Commencement of Construction Works mentioned above.

• (5) According to Pre-sale Permit No. 2011041 dated on 4 November 2011, No.1 Building of Changsha Road Commercial Street with a total gross floor area of 3,172.68 square metres is permitted for pre-sale.

• (6) According to 2 Survey Reports, the constituent gross floor area of the construction works are summarised as follows:-

Location/Phase Building Use Changsha Road Commercial Street No.1 Building Commercial Changsha Road Commercial Street No.2 Building Commercial Total	Gross Floor Area (square metres) 3,142.59 3,341.96
	6,484.55

As advised by the Company, the Property comprises a portion of the site area as stated in the Survey Reports mentioned above.

• (7) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (8) According to PRC legal opinion:-

• (i) Haimen Property is the legal land user of the Property;

• (ii) Haimen Property has the right to occupy, use, develop and mortgage the land use rights of the Property; and

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APPENDIX II

• (iii) The construction of building 1&2 of the Property has been completed, the Planning Permit for Construction Use of Land, the Planning Permit for Construction Works and the Permit for Commencement of Construction Works has been obtained, while the Construction Works Completion Examination Certificate has not been obtained, Haimen Property has the legal right to apply the Real Estate Ownership Certificate upon the Construction Works Completion Examination Certificate obtained;

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate Yes Real Estate Ownership Certificate No Planning Permit for Construction Use of Land Yes Planning Permit for Construction Works Yes Permit for Commencement of Construction Work Yes Pre-sale Permit Yes Survey Report Yes Business Licence Yes

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APPENDIX II

VALUATION CERTIFICATE

Market Value in Particulars of existing state as at Property Description and tenure occupancy 30 November 2016 3. The Phase III of The Property known as ‘‘the Phase III of As at the Valuation RMB65,500,000 Mantingfang Villa, Mantingfang Villa’’, erected on a parcel of Date, the Property East of land with a total site area of approximately was vacant. South Xinsha Road, 324,172.00 square metres. south of Tongda Road, north of East The Property was completed in the year of Weijiaohe Road 2011. and west of Hengshan Road, As advised by the Company, the gross Haimen, floor area of the Property is approximately Jiangsu Province, 15,647.52 square metres. the PRC The Property is located west of Huangpujiang Road, south of Xianggang Road, Haimen development area, which is in suburban area of Haimen. Developments nearby are mainly residential development. According to the Company, the Property is used for the residential properties. There is no environmental issues and litigation dispute.

The Property is held with the land use rights for residential use expiring on 17 March 2074.

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Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of the Property has been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2005) 420003	21 April 2005	Residential	17 March 2074	324,172.00

As advised by the Company, the Property comprises a portion of the site area as stated in the State-owned Land Use Rights Certificate mentioned above.

• (2) According to Planning Permit for Construction Use of Land No. 320684201010053 dated on 21 Jul 2010, the construction project on the land with a total site area of 112,190 square metres is in compliance with the urban planning requirements and has been approved.

As advised by the Company, the Property comprises a portion of the site area as stated in the Planning Permits for Construction Works mentioned above.

• (3) According to Planning Permit for Construction Works, the construction works of the Property with a permitted gross floor area of 92,584.57 square metres are in compliance with the construction works requirements and have been approved with details as follows:-

Permit No. Project Name Issue Date 320684201010069 Haimen Zendai Phase II of lot E-1 15 September 2010 Total	Gross Floor Area (square metres) 92,584.57
	92,584.57

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Planning Permit for Construction Works mentioned above.

• (4) According to Permit for Commencement of Construction Works, the construction works of the Property with a total proposed gross floor area of 92,584.57 square metres are in compliance with the requirements for works commencement and have been permitted with details as follows:-

Permit No. Project Name Issue Date 3206842010110500001A Haimen Zendai Phase II of lot E-1 5 November 2010 Total	Gross Floor Area (square metres) 92,584.57
	92,584.57

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Permit for Commencement of Construction Works mentioned above.

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• (5) According to Pre-sale Permit No. 2011006, 2011010, and 2010039, the Phase II of E-1 site of the development with a total gross floor area of 91,980.00 square metres is permitted for pre-sale.

As advised by the Company, the Property comprises portion of the gross floor area as stipulated in the aforesaid Pre-sale Permit.

• (6) According to Construction Works Completion Examination Certificate dated 28 November 2011, the construction works of the Property with a total gross floor area of 92,426.03 square metres have been examined and such examination has been recorded.

As advised by the Company, the Property comprises portion of the gross floor area as stipulated in the aforesaid Certificate.

• (7) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (8) According to legal opinion:-

• (i) Haimen Property is the legal land user of the Property;

• (ii) Haimen Property has the right to occupy, use, develop and mortgage the land use rights of the Property; and

• (iii) The Property has obtained the Planning Permit for Construction Use of Land, the Planning Permit for Construction Works, the Permit for Commencement of Construction Works and the Construction Works Completion Examination Certificate, Haimen Property has the legal right to apply the Real Estate Ownership Certificate;

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate	Yes
Real Estate Ownership Certificate	No
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Work	Yes
Pre-sale Permit	Yes
Construction Works Completion Examination Certificate	Yes
Business Licence	Yes

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APPENDIX II

VALUATION CERTIFICATE

• Market Value in

• Particulars of existing state as at

• Property Description and tenure occupancy 30 November 2016

• 1. Phase I of The Property known as ‘‘Phase I of As at the Valuation RMB24,300,000 Qinghuayuan North Qinghuayuan’’ is erected on a parcel of Date, the Property of Dada Road, land with a total site area of approximately was vacant. west of 42,070 square metres. Hengshan Road, Haimen, The Property was completed in the year of Jiangsu Province, 2010 and 2011 respectively. the PRC

As advised by the Company, the gross floor area of the Property is approximately 5,782.41 square metres.

The Property is located at east of Sansha Road, south of Shawei Road, west of Sisha Road and north of Xianggang Road, Haimen development area, which is in suburban area of Haimen. Developments nearby are mainly residential development. According to the Company, the Property is used for the residential properties. There is no environmental issues and litigation dispute.

The Property is held with the land use rights for residential use expiring on 5 December 2070.

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APPENDIX II

Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of the Property has been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2007) 420519	15 October 2007	Residential	5 December 2070	42,070.00

As advised by the Company, the Property comprises portion of the site area as stipulated in the aforesaid Certificate.

• (2) According to Planning Permit for Construction Use of Land No. 320684200810049 dated on 8 July 2008, the construction project on the land with a total site area of 42,070 square metres is in compliance with the urban planning requirements and has been approved.

As advised by the Company, the Property comprises a portion of the site area as stated in the Planning Permits for Construction Works mentioned above.

• (3) According to Planning Permit for Construction Works, the construction works of the Property with a permitted gross floor area of 65,373.71 square metres are in compliance with the construction works requirements and have been approved with details as follows:-

Permit No. Project Name Issue Date 320684200910017 Haimen Zendai lot D4 (1#-15#) 3 April 2009 Total	Gross Floor Area (square metres) 65,373.71
	65,373.71

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Planning Permit for Construction Works mentioned above.

• (4) According to Permit for Commencement of Construction Works, the construction works of the Property with a total proposed gross floor area of 65,373.71 square metres are in compliance with the requirements for works commencement and have been permitted with details as follows:-

Permit No. Project Name Issue Date 3206842009070700002A Haimen Zendai lot D4 (1#-15#) 7 July 2009 Total	Gross Floor Area (square metres) 65,373.71
	65,373.71

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Permit for Commencement of Construction Works mentioned above.

II – 18

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

• (5) According to Pre-sale Permit No. 2011011, 2009036, 2011012, 2010018 and 2010047, the D-4 site of the development with a total gross floor area of 56,433.28 square metres is permitted for pre-sale.

As advised by the Company, the Property comprises portion of the gross floor area as stipulated in the aforesaid Pre-sale Permit.

• (6) According to 2 Construction Works Completion Examination Certificates dated on 31 December 2010 and 30 June 2011 respectively, the construction works of the Property with a total gross floor area of 64,372.38 square metres have been examined and such examination has been recorded.

As advised by the Company, the Property comprises portion of the gross floor area as stipulated in the aforesaid Certificate.

• (7) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (8) According to legal opinion:-

• (i) The State-owned Land Use Rights Certificate of the Property has been deregistered upon the Construction Works Completion Examination Certificate obtained in 2011; and

• (ii) The Property has obtained the Planning Permit for Construction Use of Land, the Planning Permit for Construction Works, the Permit for Commencement of Construction Works and the Construction Works Completion Examination Certificates, Haimen Property has the legal right to apply the Real Estate Ownership Certificate.

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate	Yes (Deregistered)
Real Estate Ownership Certificate	No
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Work	Yes
Pre-sale Permit	Yes
Construction Works Completion Examination Certificate	Yes
Business Licence	Yes

II – 19

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

VALUATION CERTIFICATE

Property Description and tenure

1. Section One of The Property known as ‘‘Section One of Phase II of Phase II of Shuiqingmuhua’’ is erected on Shuiqingmuhua, East a parcel of land with a total site area of of South Xinsha Road, approximately 148,059.00 square metres. Haimen, Jiangsu Province, As advised by the Company, the gross the PRC floor area of the Property is approximately 1,938.22 square metres.

Market Value in Particulars of existing state as at occupancy 30 November 2016 As at the Valuation RMB8,100,000 Date, the Property was vacant.

The Property was completed in the year of 2013 and 2015 respectively.

The Property is located at east of Sansha Road, south of Shawei Road, west of Sisha Road and north of Xianggang Road, Haimen development area, which is in suburban area of Haimen. Developments nearby are mainly residential development. According to the Company, the Property is used for the residential properties. There is no environmental issues and litigation dispute.

The Property is held with the land use rights for residential use expiring on 5 December 2076.

II – 20

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of Section One of Shuiqingmuhua Phase II of the Property have been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2007) 420518	15 October 2007	Residential	5 December 2076	148,059.00

As advised by the Company, the Property comprises portion of the site area as stipulated in the aforesaid Certificate.

• (2) According to Planning Permit for Construction Use of Land No. 320684201110063 dated on 18 August 2011, the construction project on the land with a total site area of 148,059 square metres is in compliance with the urban planning requirements and has been approved.

As advised by the Company, the Property comprises a portion of the site area as stated in the Planning Permits for Construction Works mentioned above.

• (3) According to Planning Permit for Construction Works, the construction works of the Property with a permitted gross floor area of 120,688.83 square metres are in compliance with the construction works requirements and have been approved with details as follows:-

Permit No. Project Name Issue Date 320684201110080 Section One of Phase II of Shuiqingmuhua (Lot D1) 30 September 2011 Total	Gross Floor Area (square metres) 120,688.83
	120,688.83

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Planning Permit for Construction Works mentioned above.

• (4) According to Permit for Commencement of Construction Works, the construction works of the Property with a total proposed gross floor area of 120,271.36 square metres are in compliance with the requirements for works commencement and have been permitted with details as follows:-

Permit No. Project Name Issue Date 320684200110019 Section One of Phase II of Shuiqingmuhua (Lot D1) 14 November 2011 Total	Gross Floor Area (square metres) 120,271.36
	120,271.36

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Permit for Commencement of Construction Works mentioned above.

II – 21

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

• (5) According to Pre-sale Permit No. 2013042 and 2011042, the D-1 site of Phase II Shuimuqinghua with a total gross floor area of 81,756.87 square metres is permitted for pre-sale.

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Pre-sale Permit mentioned above.

• (6) According to 2 Construction Works Completion Examination Certificates dated 30 September 2013 and 22 December 2015, the construction works of the Property with a total gross floor area of 113,780.78 square metres have been examined and such examination has been recorded with details as follows:-

	GFA
	Above Ground	GFA Basement
Date of issue	(square metres)	(square metres)
30 September 2013	49,104.29	5,579.32
22 December 2015	34,179.17	24,918.00

As advised by the Company, the Property comprises a portion of the gross floor area as stated in the Construction Works Completion Examination Certificate mentioned above.

• (7) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (8) According to legal opinion:-

• (i) Haimen Property is the legal land user of the Property;

• (ii) Haimen Property has the right to occupy, use, develop and mortgage the land use rights of the Property;

• (iii) The land of the Property is subject to a mortgage in favour of Shanghai International Trust Co., Ltd, for a loan amount of RMB168,000,000 from 16 March 2015 to 15 May 2017; and

• (iv) The Property has obtained the Planning Permit for Construction Use of Land, the Planning Permit for Construction Works, the Permit for Commencement of Construction Works and the Construction Works Completion Examination Certificate, Haimen Property has the legal right to apply the Real Estate Ownership Certificate;

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate	Yes
Real Estate Ownership Certificate	No
Planning Permit for Construction Use of Land	Yes
Planning Permit for Construction Works	Yes
Permit for Commencement of Construction Work	Yes
Pre-sale Permit	Yes
Construction Works Completion Examination Certificate	Yes
Business Licence	Yes

II – 22

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

VALUATION CERTIFICATE

Group II – Properties held by Haimen Property for development in the PRC

				Market Value in
			Particulars of	existing state as at
	Property	Description and tenure	occupancy	30 November 2016
6.	Proposed development	The Property known as ‘‘Phase II of	As at the Valuation	RMB186,000,000
	of Phase II of	Dongzhoufu’’ is erected on a parcel of	Date, the construction	(Please refer to
	Dongzhoufu,	land with a total site area of approximately	of the Property was	Note (3))
	East of South	186,423.00 square metres.	suspended.
	Xinsha Road,
	south of Tongda Road,	As advised by the Company, the proposed
	north of East	total gross floor areas of the Property is
	Weijiaohe Road	82,201 square metres for residential use.
	and west of
	Hengshan Road,	The Property is located at east of Nenjiang
	Haimen,	Road, south of Xianggang Road, Haimen
	Jiangsu Province,	development area, which is in suburban
	the PRC	area of Haimen. Developments nearby are
		mainly residential development. According
		to the Company, the Property is used for
		the residential properties. There is no
		environmental issues and litigation
		dispute.
		The Property is held with the land use
		rights for residential use expiring on 17
		March 2074.

II – 23

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of Phase II of Dongzhoufu of the Property has been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2006) 420037	3 August 2006	Residential	17 March 2074	199,651.00

As advised by the Company, the portion of land with a total area of 186,423 square metres for residential use expiring on 17 March 2074 has been entitled on aforesaid Certificate.

• (2) According to Contract for Grant of Land Use Rights No. HTGC(2006)115 dated 28 July 2006, Modification Grant Contract of Land Use Rights No. HTGCG (2011) 053 dated 25 August 2011, the land use right of the Project have been granted with details as follows:

(i)	Grantor	:	Haimen Land Resource Bureau（海門市國土資源局）
(ii)	Grantee	:	Haimen Property
(iii)	Location	:	West of Hengshan Road, north of East Weijiaohe Road
(iv)	Site area	:	792,698 square metres
(v)	Use	:	Commercial, Residential and Other usage
(vi)	Land Premium	:	RMB203,695,536
(vii)	Building covenant	:	To commence construction before January 2011 and to complete the construction
			before 31 December 2013

According to Contract for Grant of Land Use Rights No. HTC(2004)022 dated 18 June 2004, Modification Grant Contract of Land Use Rights No. HTGCG (2012) 041 dated 23 November 2012, the land use right of the Project have been granted with details as follows:

(viii)	Grantor	:	Haimen Land Resource Bureau（海門市國土資源局）
(ix)	Grantee	:	Haimen Property
(x)	Location	:	South of Tongda Road, North of Weijiao River, East of South Xinsha Road, West
			of Hengshan Road
(xi)	Site area	:	577,485 square metres
(xii)	Use	:	Residential
(xiii)	Land Premium	:	RMB121,271,850
(xiv)	Building covenant	:	To commence construction before 30 June 2004 and to complete the construction
			before 30 September 2014.

As advised by the Company, the Property comprises a portion of the site area as stated in the Contract for Grant of Land Use Right mentioned above.

• (3) According to Planning Permit for Construction Use of Land No. 320684201410054 dated 22 September 2014, the construction project on the land with a total site area of 186,423.00 square metres is in compliance with the urban planning requirements and has been approved.

II – 24

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

• (4) As advised by the Company, the construction work of the Property are suspended due to the Planning Permit for Construction Works and Permit for Commencement of Construction Works have not been obtained. In the course of our valuation, we have not taken into account the construction works of the Property.

• (5) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (6) According to legal opinion:-

• (i) Haimen Property is the legal land user of the Property;

• (ii) Haimen Property has the right to occupy, use, develop and mortgage the land use rights of the Property; and

• (iii) The Planning Permit for Construction Works and Permit for Commencement of Construction Works have not been obtained, Haimen Property has the legal right to apply the Real Estate Ownership Certificate upon the aforesaid title documents obtained and construction completed;

• (7) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate Yes Contract for Grant of Land Use Right Yes Modification Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Land Yes Business Licence Yes

II – 25

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

VALUATION CERTIFICATE

• Market Value in

• Particulars of existing state as at

• Property Description and tenure occupancy 30 November 2016

• 1. Proposed development The Property known as ‘‘Section Two of As at the Valuation RMB286,000,000 of Section Two of Phase II of Shuiqingmuhua’’ is erected on Date, the construction Phase II of a parcel of land with a total site area of of the Property was Shuiqingmuhua, approximately 82,307.00 square metres. suspended. East of South Xinsha Road, As advised by the Company, the proposed Haimen, gross floor area of the Property is Jiangsu Province, approximately 146,708.61 square metres, the PRC which are listed as follows:-

Portion Proposed Gross
Floor Area
(square metres)
Residential Apartment 109,233.47
Ancillary Facility 464.61
Underground Car Park 37,010.53
Total: 146,708.61
The Property is located at east of
Dongjiang Road, north of Shawei Road,
Haimen development area, which is in
suburban area of Haimen. Developments
nearby are mainly residential development.
According to the Company, the Property is
used for the residential properties. There is
no environmental issues and litigation
dispute.

The Property is held with the land use rights for residential use expiring on 5 December 2076.

II – 26

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of Section Two of Shuiqingmuhua Phase II of the Property have been vested in Haimen Property with details as follows:-

			Expiry date of	Site area
Certificate No.	Date of issue	Use	land use term	(square metres)
(2007) 420518	15 October 2007	Residential	5 December 2076	148,059.00

As advised by the Company, the portion of land for residential use expiring on 5 December 2076 has been entitled on aforesaid Certificate.

• (2) According to Contract for Grant of Land Use Rights No. HTGC(2006)115 dated 28 July 2006, Modification Grant Contract of Land Use Rights No. HTGCG (2011) 053 dated 25 August 2011, the land use right of the Project have been granted with details as follows:

(i)	Grantor	:	Haimen Land Resource Bureau（海門市國土資源局）
(ii)	Grantee	:	Haimen Property
(iii)	Location	:	West of Hengshan Road, north of East Weijiaohe Road
(iv)	Site area	:	792,698 square metres
(v)	Use	:	Commercial, Residential and Other usage
(vi)	Land Premium	:	RMB203,695,536
(vii)	Building covenant	:	To commence construction before January 2011 and to complete the construction
			before 31 December 2013

According to Contract for Grant of Land Use Right No. HTC(2004)022 dated 18 June 2004, Modification Grant Contract of Land Use Rights No. HTGCG (2012) 041 dated 23 November 2012, the land use right of the Project have been granted with details as follows:

(viii)	Grantor	:	Haimen Land Resource Bureau（海門市國土資源局）
(ix)	Grantee	:	Haimen Property
(x)	Location	:	South of Tongda Road, North of Weijiao River,
			East of South Xinsha Road, West of Hengshan Road
(xi)	Site area	:	577,485 square metres
(xii)	Use	:	Residential
(xiii)	Land Premium	:	RMB121,271,850
(xiv)	Building covenant	:	To commence construction before 30 June 2004 and to complete the construction
			before 30 September 2014

As advised by the Company, the Property comprises a portion of the site area as stated in the Contract for Grant of Land Use Right mentioned above.

II – 27

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

• (3) According to Planning Permits for Construction Use of Land No. 320684201110063 dated on 18 August 2011, the construction project on the land with a total site area of 148,059.00 square metres is in compliance with the urban planning requirements and has been approved.

As advised by the Company, the Property comprises a portion of the site area as stated in the Planning Permits for Construction Use of Land mentioned above.

• (4) According to Planning Permit for Construction Works No. 320684201510002 dated on 7 January 2015, the construction works of the Property with a total proposed gross floor area of 146,708.61 square metres are in compliance with the urban planning requirements and have been approved.

• (5) According to Permit for Commencement of Construction Works No. 320684020150006 dated on 5 February 2015, the construction works of the Property with a total proposed gross floor area of 146,244.00 square metres are in compliance with the requirements for works commencement and have been permitted.

• (6) According to the information provided by the Company and our site inspection, the estimated total construction cost for completion of the Property is RMB 366,700,000, and the expended construction cost as at the Valuation Date was RMB 165,000,000. We have taken into account the said amounts in our valuation.

• (7) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (8) According to PRC legal opinion:-

• (i) Haimen Property is the legal land user of the Property;

• (ii) Haimen Property has the right to occupy, use, develop and mortgage the land use rights of the Property;

• (iii) The land of the Property is subject to a mortgage in favour of Shanghai International Trust Co., Ltd, for a loan amount of RMB168,000,000 from 16 March 2015 to 15 May 2017; and

• (iv) Haimen Property has obtained the Planning Permit for Construction Use of Land, the Planning Permit for Construction Works and the Permit for Commencement of Construction Works, Haimen Property has the legal right to apply the Real Estate Ownership Certificate upon construction completed;

• (9) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate Yes Contract for Grant of Land Use Right Yes Modification Grant Contract of Land Use Rights Yes Planning Permit for Construction Use of Land Yes Planning Permit for Construction Works Yes Permit for Commencement of Construction Work Yes Business Licence Yes

II – 28

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

VALUATION CERTIFICATE

Property Description and tenure 8. 11 parcels of land of The Property comprises 11 parcels of land the Project, with a total site area of approximately Haimen, 449,799.00 square metres. Jiangsu Province, the PRC The Property is located Haimen development area, which is in suburban area of Haimen. Developments nearby are mainly residential development. There is no environmental issues and litigation dispute.

Market Value in Particulars of existing state as at occupancy 30 November 2016 As at the Valuation RMB476,300,000 Date, the Property was vacant land pending for development.

The Property is held with the land use rights for residential, commercial, educational and medical purpose expiring on 5 December 2076, 5 December 2046 and 5 December 2056, respectively.

II – 29

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

Notes:

• (1) According to State-owned Land Use Rights Certificate, the land use rights of the Property have been vested in Haimen Property with details as follows:-

Certificate No. Date of issue Use Expiry date of land use term (2007) 420524 5 December 2007 Residential 5 December 2076 (2007) 420534 6 December 2007 Residential 5 December 2076 (2007) 420525 5 December 2007 Educational 5 December 2056 (2007) 420529 6 December 2007 Commercial 5 December 2046 (2007) 420528 6 December 2007 Commercial 5 December 2046 (2007) 420527 6 December 2007 Commercial 5 December 2046 (2007) 420517 15 October 2007 Commercial 5 December 2046 (2007) 420520 6 December 2007 Commercial 5 December 2046 (2007) 420537 6 December 2007 Medical 5 December 2056 (2011) 420123 21 June 2011 Residential 5 December 2076 (2007) 420516 15 October 2007 Residential 5 December 2076

Site area (square metres) 161,322.00 47,511.00 4,962.00 6,890.00 2,085.00 2,354.00 9,658.00 8,895.00 44,657.00 117,868.00 43,597.00

Total

449,799.00

• (2) According to Contract for Grant of Land Use Rights No. HTGC(2006)115 dated 28 July 2006, Modification Grant Contract of Land Use Rights No. HTGCG (2011) 053 dated 25 August 2011, the land use right of the Project have been granted with details as follows:

(i)	Grantor	:	Haimen Land Resource Bureau（海門市國土資源局）
(ii)	Grantee	:	Haimen Property
(iii)	Location	:	West of Hengshan Road, north of East Weijiaohe Road
(iv)	Site area	:	792,698 square metres
(v)	Use	:	Commercial, Residential and Other usage
(vi)	Land Premium	:	RMB203,695,536
(vii)	Building covenant	:	To commence construction before January 2011 and to complete the construction
			before 31 December 2013

According to Contract for Grant of Land Use Rights No. HTC(2004)022 dated 18 June 2004, Modification Grant Contract of Land Use Rights No. HTGCG (2012) 041 dated 23 November 2012, the land use right of the Project have been granted with details as follows:

(viii) Grantor : Haimen Land Resource Bureau（海門市國土資源局） (ix) Grantee : Haimen Property (x) Location : South of Tongda Road, North of Weijiao River, East of South Xinsha Road, West of Hengshan Road (xi) Site area : 577,485 square metres (xii) Use : Residential (xiii) Land Premium : RMB121,271,850 (xiv) Building covenant : To commence construction before 30 June 2004 and to complete the construction before 30 September 2014.

II – 30

VALUATION REPORT ON THE PROPERTIES

APPENDIX II

As advised by the Company, the Property comprises a portion of the site area as stated in the Contract for Grant of Land Use Right mentioned above.

• (3) According to Business Licence No. 913206847573095605 dated 30 March 2016, Haimen Property was established with a registered capital of USD49,600,000 for a valid operation period from 19 December 2003 to 18 December 2053.

• (4) According to PRC legal opinion:-

• (i) Haimen Property is the legal owner of the Property;

• (ii) The State-owned Land Use Rights Certificate (2007) 420534 of the Property is subject to a mortgage in favour of Shanghai International Trust Co., Ltd, for a loan amount of RMB168,000,000 from 16 March 2015 to 15 May 2017; and

• (iii) Haimen Property has the right to occupy, use, develop and mortgage the Property;

• (5) The status of title and grant of major approvals and licenses in accordance with the information provided by the Company and the opinion of the PRC legal:-

State-owned Land Use Rights Certificate Yes Contract for Grant of Land Use Rights Yes Modification Grant Contract of Land Use Rights Yes Business Licence Yes

II – 31

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

Interests and short positions of the Directors in the Shares, underlying Shares and debentures of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Shares, underlying Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) 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 (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or which were required pursuant to section 352 of the SFO to be entered in the register referred to therein; or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (‘‘Model Code’’) as set out in Appendix 10 to the Listing Rules as adopted by the Company, were as follows:

		Number of Shares/	Approximate
Name of Directors/	Capacity and	underlying	percentage of issued
chief executives	nature of interest	Shares	capital
Mr. Tang Jian	Beneficial owner	10,000,000 (L)	0.07%
Mr. Tang Jian (Note)	Beneficial owner	124,000,000 (L)	0.83%

(L) denotes long position

Note:

These Shares represent the Shares to be allotted and issued upon the exercise of share options granted.

III – 1

GENERAL INFORMATION

APPENDIX III

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company had any interests and short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which any such Director was taken or deemed to have under such provisions of the SFO); or which was required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or which was required, pursuant to the Model Code to be notified to the Company and the Stock Exchange.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest of short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO.

3. COMPETING BUSINESS

As at the Latest Practicable Date, as far as the Directors are aware, none of the Directors nor their respective associates had any business which competes or may compete, either directly or indirectly, with the business of the Group.

4. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors had any interest, either directly or indirectly, in any asset which has been, since 31 December 2015 (being the date to which the latest published audited consolidated financial statements of the Group were made up), and up to the Latest Practicable Date, 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.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which will not expire or is not determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors had a material interest, either directly or indirectly, in any subsisting contract or arrangement of significance to the business of the Group to which the Company, its subsidiaries, its fellow subsidiaries or its holding company was a party.

III – 2

GENERAL INFORMATION

APPENDIX III

7. LITIGATION

As at the Latest Practicable Date, none of the members 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 against any member of the Group.

8. MATERIAL CONTRACTS

The following material contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within two years immediately preceding the Latest Practicable Date and are or may be material:

• (i) the sale and purchase agreement dated 16 July 2015 entered into between 海門証大濱 江置業有限公司 (Haimen Zendai Binjiang Properties Company Limited, ‘‘Haimen Zendai’’), a wholly-owned subsidiary of the Company, 蕪湖歌斐証瑞投資中心（有限 合夥）(Wuhu Gefei Zhengrui Investment Centre (limited partnership)) and 北京永利時 代投資控股有限責任公司 (Beijing Yongli Shidai Investment Holding Company Limited) in relation to, among other things, the disposal of the 73% of the issued share capital of 廊坊市証合泰房地產開發有限公司 (Langfang Zhenghetai Property Development Company Limited*) by Haimen Zendai at a consideration of RMB127.00 million, as disclosed in the Company’s announcement dated 16 July 2015;

• (ii) the respective equity transfer agreements dated 12 August 2015 (as supplemented) entered into between 南京立方置業有限公司 (Nanjing Lifang Property Company Limited) as the purchaser, a company indirectly owned as to 80% by the Company, and 南京臨江老城改造建設投資有限公司 (Nanjing Linjiang Old Town Renovation Construction and Investment Co., Ltd) as the seller, for the acquisition of the entire registered capital of target companies namely 南京喜瑪拉雅置業有限公司 (Nanjing Himalayas Real Estate Company Limited), 南京証大寬域置業有限公司 (Nanjing Zendai Kuanyu Real Estate Company Limited), 南京大拇指商業發展有限公司 (Nanjing Thumb Development Company Limited), 南京水清木華置業有限公司 (Nanjing Shuiqingmuhua Real Estate Company Limited), 南京麗笙置業有限公司 (Nanjing Radisson Real Estate Company Limited) and 南京証大三角洲置業有限公司 (Nanjing Zendai Delta Real Estate Company Limited), and the respective sale loans owing by the aforesaid target companies to the seller, at an aggregate consideration of approximately RMB4,513.61 million, as disclosed in the Company’s announcement dated 25 August 2015 and the Company’s circular dated 24 September 2015;

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GENERAL INFORMATION

APPENDIX III

• (iii) the discloseable transaction of the Company entered into on 17 November 2015 by 江 蘇証大商業文化發展有限公司 (Jiangsu Zendai Commercial Cultural Development Company Limited*), a wholly-owned subsidiary of the Company, who succeeded in the judicial auctions for the acquisition of 375 residential units with a total floor area of approximately 20,591.91 square metres in Building 1 of NO. 153 Long Pan Zhong Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC and 90 residential units with a total floor area of approximately 5,714.49 square metres in Building 2 of NO. 153 Long Pan Zhong Road, Xuanwu District, Nanjing, Jiangsu Province, the PRC, at a total consideration of RMB343.58 million, as disclosed in the Company’s announcement dated 19 November 2015;

• (iv) the discloseable transaction of the Company entered into on 18 October 2016 by 上海 証大置業有限公司 (Shanghai Zendai Real Estate Co., Ltd.), a wholly-owned subsidiary of the Company, who succeeded in the public auction for the acquisition of 50% equity interest and the sale loan of 文廣証大南通文化投資發展有限公司 (Wenguang Zendai Nantong Cultural Investment & Development Co., Ltd), a joint venture company established in the PRC, at a total consideration of RMB177.60 million, as disclosed in the Company’s announcement dated 18 October 2016;

• (v) the sale and purchase agreement dated 3 December 2016 entered into between JR 209 Investments Proprietary Limited as purchaser, and Zendai (South Africa) Proprietary Limited, an indirect wholly-owned subsidiary of the Company as seller, in relation to the disposal of the entire issued share capital of Zendai Capital Proprietary Limited, Zendai Development (South Africa) Proprietary Limited and Zendai Investment Management (South Africa) Proprietary Limited, and the sale loans advanced by the Company to Zendai Development (South Africa) Proprietary Limited and Zendai Investment Management (South Africa) Proprietary Limited, at a maximum consideration of ZAR1,810 million, as disclosed in the Company’s announcement dated 3 December 2016 and the Company’s circular dated 19 January 2017; and

• (vi) the Sale and Purchase Agreement.

9. EXPERTS AND CONSENTS

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

Name Qualifications DTZ Cushman & Wakefield Limited An independent valuer Dentons Shanghai Office* A PRC legal adviser （北京大成（上海）律師事務所）

The above experts have given and have not withdrawn their respective written consents to the issue of this circular with the inclusion of their letter and/or reference to their names in the form and context in which they respectively appear.

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GENERAL INFORMATION

APPENDIX III

As at the Latest Practicable Date, the above experts did not have 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, or any interests, directly or indirectly, in any assets which had been, since 31 December 2015, being the date to which the latest published audited financial statements of the Group were made up, acquired, disposed of or leased to any member of the Group, or were proposed to be acquired, disposed of or leased to any member of the Group.

10. MISCELLANEOUS

• (a) The secretary of the Company and the qualified accountant of the Company is Mr. Wong Ngan Hung, who is a member of Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is situated at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. The principal place of business of the Company in Hong Kong is situated at 59/F, Bank of China Tower, 1 Garden Road, Hong Kong.

• (c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (d) The English texts of this circular and the accompanying proxy form shall prevail over the Chinese texts in case of inconsistency.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at 59/F, Bank of China Tower, 1 Garden Road, Hong Kong during normal business hours, except Saturdays and public holidays, from the date of this circular up to and including the date of the SGM:

• (a) the memorandum of association and the bye-laws of the Company;

• (b) the annual reports of the Company for each of the financial years ended 31 December 2014 and 31 December 2015 and the interim report of the Company for the six months ended 30 June 2016, respectively;

• (c) the letter and valuation certificate relating to the Properties prepared by DTZ Cushman & Wakefield Limited, the texts of which are set out in Appendix II to this circular;

• (d) the material contracts referred to in the paragraph headed ‘‘8. MATERIAL CONTRACTS’’ in this appendix;

• (e) the written consent referred to in the paragraph headed ‘‘9. EXPERTS AND CONSENTS’’ in this appendix; and

• (f) the circular of the Company dated 19 January 2017 and this circular.

• For identification purpose only

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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 OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the ‘‘SGM’’) of Shanghai Zendai Property Limited (the ‘‘Company’’) will be held at 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong on Tuesday, 14 March 2017 at 11:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the sale and purchase agreement dated 25 January 2017 (the ‘‘Sale and Purchase Agreement’’) entered into between the Company and Shanghai Zendai Real Estate Co., Ltd.（上海証大置業有限公司） (‘‘Zendai Real Estate’’) as vendors (the ‘‘Vendors’’) and 欣樂房地產集團有限公司 (Xinle Real Estate Group Co., Limited) as purchaser, in relation to the disposal of (i) the entire equity interest in Myway Developments Limited (‘‘Myway Developments’’) and approximately 9.09% equity interest in 海門証大濱江置業有限公司 (Haimen Zendai Binjiang Real Estate Co., Ltd.*) (‘‘Haimen Property’’); and (ii) the sale loan owned by Myway Developments to the Company and the sale loan owned by Haimen Property to Zendai Real Estate and its affiliated companies (a copy of the Sale and Purchase Agreement marked ‘‘A’’ and signed by the chairman of the SGM for identification purpose having been produced to the SGM), and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed; and

• (b) any director of the Company be and is hereby authorised to do all such acts and things and execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or to give effect to any or all transactions contemplated under the Sale and Purchase Agreement.’’

By Order of the Board Shanghai Zendai Property Limited Li Li Hua

Executive Director

Hong Kong, 24 February 2017

• For identification purpose only

SGM – 1

NOTICE OF SGM

Registered office:

Canon’s Court

22 Victoria Street

Hamilton HM12

Bermuda

Principal place of business in Hong Kong:

59/F, Bank of China Tower,

1 Garden Road,

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, the form of proxy 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 share registrar in Hong Kong, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

As at the date of this notice, the executive Directors are Mr. Zhang Chenguang, Mr. Zhong Guoxing, Dr. Wang Hao and Ms. Li Li Hua. The non-executive Directors are Mr. Gong Ping and Mr. Pan Wen. The independent non-executive Directors are Mr. Lai Chik Fan, Mr. Li Man Wai, Mr. Chow, Alexander Yue Nong and Dr. Xu Changsheng.

SGM – 2