Styland Holdings Limited — Proxy Solicitation & Information Statement 2013

Mar 12, 2013

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 licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tak Sing Alliance Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

VERY SUBSTANTIAL DISPOSAL – PROPOSED DISPOSAL OF INTEREST IN CHINA SOUTH CITY AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of Tak Sing Alliance Holdings Limited to be held at 26/F., Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 28 March 2013 at 9:30 a.m. is set out on pages 68 to 69 of this circular. A form of proxy for use at the special general meeting is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the special general meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof should you so wish and in such event, the form of proxy shall be deemed to be revoked.

13 March 2013

CONTENTS

		Page
Definitions. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Appendix I –	Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . .	17
Appendix II –	Additional Information on the Remaining Group. . . . . . . . . . . . . . .	31
Appendix III –	Unaudited pro forma financial information of
	the Remaining Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
Appendix IV –	General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
Notice of Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		68

– i –

DEFINITIONS

In this circular and the appendices to it, the following expressions have the meanings set out below unless the context requires otherwise:

“associate(s)” has the meaning ascribed to it in the Listing Rules “Board” the board of Directors “Business Day(s)” means a day on which banks in Hong Kong are open for general business, excluding Saturdays, Sundays and Hong Kong public holidays “Bye-laws” the bye-laws of the Company “China South City” China South City Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1668)

“Company” Tak Sing Alliance Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 00126)

• “Completion” completion of the Disposal “Condition” the condition precedent to the Completion “connected person(s)” has the meaning ascribed to it in the Listing Rules “Consideration” the total consideration of the Disposal, being HK$1,162,500,000

• “CSC Share(s)” the ordinary share(s) in the share capital of China South City

• “Deferral Rate” 10% per a 30-day period accrued daily on a 365-day basis “Directors” the director(s) of the Company

– 1 –

DEFINITIONS

“Disposal” the proposed disposal of the Sale Shares contemplated under the Sale and Purchase Agreement

• “Final Payment” a sum of HK$581,250,000, being 50% of the Consideration “Final Payment Date” 30 June 2013

• “First Payment” a sum of HK$116,250,000, being 10% of the Consideration

• “Group” the Company and its subsidiaries from time to time

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

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

• “Independent Third Party(ies)”

• any individual or company and their respective ultimate beneficial owner(s), who or which is independent of and not connected with the Company and the connected persons of the Company within the meaning of the Listing Rules

• “Last Payment Date”

• 31 December 2013

• “Latest Practicable Date”

• 11 March 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date”

the date falling three calendar months after the date of the Sale and Purchase Agreement (being 6 May 2013, or such other date as agreed by the Vendor and the Purchaser in writing)

• “Parties”

the parties to the Sale and Purchase Agreement, namely the Vendor, the Purchaser, the Purchaser Guarantor and the Company

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DEFINITIONS

• “PBOC Lending Rate” the short term loan of 0-6 months lending rate quoted by the People’s Bank of China from time to time

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

• “Purchaser” Chen’s International Investment Limited, a company incorporated under the laws of the British Virgin Islands, the ultimate beneficial owners of which are the Purchaser Guarantor and the spouse of the Purchaser Guarantor as to 50% each

• “Purchaser Guarantor” Mr. Chen Hong Tian（陳紅天）, a Hong Kong permanent resident, who is the ultimate beneficial owner as to 50% of the entire issued share capital of the Purchaser

• “Remaining Group” the Group after Completion “Sale and Purchase the agreement dated 6 February 2013 made among the Agreement” Parties in respect of the Disposal

• “Sale Shares” 750,000,000 CSC Shares, representing approximately 12.39% of the total issued share capital of China South City as at the date of the Sale and Purchase Agreement

• “Second Payment” a sum of HK$465,000,000, being 40% of the Consideration “Second Payment Date” 31 March 2013 or, if later, the third Business Day immediately following the fulfilment of the Condition

• “SFO” The Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong, as amended from time to time

• “SGM” the special general meeting of the Company to be convened and held at 26/F., Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 28 March 2013 at 9: 30 a .m. to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to the Disposal)

– 3 –

DEFINITIONS

“Share(s)” ordinary share(s) with par value of HK$0.1 each in the issued share capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Vendor” Carrianna Development Limited, a company incorporated under the laws of the British Virgin Islands, an indirectly wholly-owned subsidiary of the Company

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LETTER FROM THE BOARD

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

Executive Directors: Registered Office: Ma Kai Cheung, PhD, SBS, BBS (Chairman) Canon’s Court Ma Kai Yum, PhD (Vice Chairman) 22 Victoria Street Chan Sheung Lai Hamilton HM12 Ng Yan Kwong Bermuda Ma Hung Ming, John, PhD, BBS Yuen Wai Man Principal Place of Business in Hong Kong: Independent Non-executive Directors: 26th Floor Lo Ming Chi, Charles Wyler Centre, Phase II, Lo Man Kit, Sam 200 Tai Lin Pai Road Wong See King Kwai Chung New Territories Kong Kong 13 March 2013

To the Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL – PROPOSED DISPOSAL OF INTEREST IN CHINA SOUTH CITY AND NOTICE OF SPECIAL GENERAL MEETING

A. INTRODUCTION

Reference is made to the announcement of the Company dated 8 February 2013 in relation to the Disposal. The purpose of this circular is to provide you with further information in respect of the Disposal and the notice of the SGM.

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LETTER FROM THE BOARD

B. THE DISPOSAL

On 6 February 2013 (after trading hours), the Vendor, the Purchaser, the Purchaser Guarantor and the Company entered into the Sale and Purchase Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Shares for a cash consideration of HK$1,162,500,000.

The principal terms of the Sale and Purchase Agreement are set out below.

The Sale and Purchase Agreement

Date

6 February 2013 (after trading hours)

Parties

• (1) The Vendor:

Carrianna Development Limited, an indirect whollyowned subsidiary of the Company, principally engaged in investment holdings

• (2) The Purchaser:

Chen’s International Investment Limited, the ultimate beneficial owners of which are the Purchaser Guarantor and the spouse of the Purchaser Guarantor as to 50% each

• (3) The Purchaser Guarantor:

Mr. Chen Hong Tian（陳紅天）, the ultimate beneficial owner as to 50% of the entire issued share capital of the Purchaser, acting as the guarantor of the Purchaser in relation to certain obligations of the Purchaser under the Sale and Purchase Agreement

• (4) The Company:

Tak Sing Alliance Holdings Limited, acting as the guarantor of the Vendor in relation to certain obligations of the Vendor under the Sale and Purchase Agreement

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the Purchaser, its ultimate beneficial owners and the Purchaser Guarantor are Independent Third Parties.

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LETTER FROM THE BOARD

Sale Shares

The Sale Shares, comprising 750,000,000 CSC Shares, represent approximately 12.39% of the issued share capital of China South City as at the date of the Sale and Purchase Agreement.

The Sale and Purchase Agreement does not contain any restrictions which apply to the subsequent sale of the Sale Shares.

Consideration and Payment Schedule

The Consideration was determined after arm’s length negotiations between the Purchaser and the Vendor with reference to the trading prices of the CSC Shares during the three-month period prior to the date of the Sale and Purchase Agreement. The price of HK$1.55 per Sale Share represents a premium of approximately 27.05% to the closing price of HK$1.22 per CSC Share as at the date of the Sale and Purchase Agreement, and a premium of approximately 26.95% to the average closing price of HK$1.221 per CSC Share for the last 10 consecutive trading days up to and including the date of the Sale and Purchase Agreement, as quoted on the Stock Exchange. The Directors are of the view that the Consideration is fair and reasonable and on normal commercial terms.

Payment schedule

The Consideration shall be settled in cash on the following payment schedule:

• (a) the First Payment of HK$116,250,000, being 10% of the Consideration, shall be paid within 3 Business Days after signing of the Sale and Purchase Agreement as deposit;

• (b) the Second Payment of HK$465,000,000, being 40% of the Consideration, shall be paid (i) no later than 31 March 2013 if the Condition shall have been fulfilled on or before 31 March 2013, or (ii) within 3 Business Days immediately following the fulfilment of the Condition if the Condition shall have been fulfilled between 1 April 2013 and the Long Stop Date; and

• (c) the Final Payment of HK$581,250,000, being 50% of the Consideration, shall be paid on or before the Final Payment Date.

On 7 February 2013, the First Payment was paid by the Purchaser to the Vendor in accordance with the Sale and Purchase Agreement.

– 7 –

LETTER FROM THE BOARD

Deferred payment of the Second Payment and/or the Final Payment

In the event that the Purchaser is unable to pay in full the Second Payment and/or the Final Payment in accordance with the payment schedule above, provided that the Purchaser pays to the Vendor an amount of not less than HK$116,250,000 (in addition to the First Payment and constituting part of the Second Payment) no later than the Second Payment Date, the Purchaser may:

• (a) defer the payment of the outstanding Second Payment to no later than the Last Payment Date, in which event the Purchaser shall pay a deferral fee (the “ Second Payment Deferral Fee ”) on the outstanding Second Payment at the Deferral Rate accruing from the Business Day immediately after the Second Payment Date to the Vendor in arrears every 30 days and payable within 3 Business Days after the expiry of the relevant 30-day period until the Second Payment has been paid in full; and/or

• (b) defer the payment of all or part of the Final Payment to no later than the Last Payment Date, in which event the Purchaser shall pay a deferral fee on the outstanding Final Payment (the “ Final Payment Deferral Fee ”) at the Deferral Rate accruing from the day immediately following the Final Payment Date to the Vendor in arrears every 30 days and payable within 3 Business Days after the expiry of the relevant 30-day period until the Final Payment has been paid in full.

The Second Payment Deferral Fee shall be subject to setting-off as described under the paragraphs headed “Setting-off of Second Payment Deferral Fee” below.

Setting-off of Second Payment Deferral Fee

In the event that the Purchaser shall have paid to the Vendor on a date prior to the Final Payment Date (i) the Second Payment in full, (ii) all or part of the Final Payment (the “ Pre-Paid Final Payment ”) and (iii) all Second Payment Deferral Fee due and payable on the Final Payment Date, the actual deferral fee payable by the Purchaser in respect of the deferred Second Payment (the “ Actual Deferral Fee ”) shall be (x) the aggregate Second Payment Deferral Fee paid and payable deducted by (y) the aggregate amount equal to the cumulative total accruing on the Pre-Paid Final Payment at the Deferral Rate from the actual date of payment of the Pre-Paid Final Payment up to the Final Payment Date (the “ Set-off Amount ”).

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LETTER FROM THE BOARD

Scenario (1)

If the Actual Deferral Fee is more than zero and less than the Second Payment Deferral Fee already paid by the Purchaser, the Vendor shall refund the Purchaser the difference between the Second Payment Deferral Fee already paid and the Actual Deferral Fee within 3 Business Days after the Purchaser has paid the Consideration and all applicable deferral fees in full.

Scenario (2)

If the Actual Deferral Fee is more than zero and higher than the Second Payment Deferral Fee already paid by the Purchaser, the Purchaser shall pay the Vendor on 4 July 2013 the difference between the Actual Deferral Fee and the Second Payment Deferral Fee already paid.

Scenario (3)

If the aggregate Second Payment Deferral Fee is less than the Set-off Amount, the Vendor shall refund the Purchaser any and all Second Payment Deferral Fee already paid by the Purchaser within 3 Business Days after the Purchaser has paid the Consideration and all applicable deferral fees in full, but shall be under no obligation to pay any further amount to the Purchaser.

Payment by instalments

Subject to the payment schedule in relation to the Consideration and the deferred payments described above, the Purchaser may pay the Second Payment and/or the Final Payment in several instalments of not less than HK$116,250,000 each (or, if less, the entire outstanding Second Payment or Final Payment).

Payment default by Purchaser

In the event the Purchaser fails to pay any part of the Consideration or any applicable deferral fees within the prescribed timeframe described above, the Vendor may (i) terminate the Sale and Purchase Agreement, (ii) claim any outstanding applicable deferral fees against the Purchaser or the Purchaser Guarantor and/or (iii) forfeit the First Payment or, if the First Payment has not been paid, claim against the Purchaser or the Purchaser Guarantor an amount equal to the First Payment as liquidated damages.

– 9 –

LETTER FROM THE BOARD

Condition Precedent

Completion and the obligations of the Purchaser to pay the Second Payment and the Final Payment are conditional upon fulfilment of the Condition that Shareholders’ approval in respect of the Sale and Purchase Agreement and the transaction contemplated thereunder (including but not limited to the Disposal) having been obtained by the Company at the SGM.

In the event that the Condition cannot be fulfilled by the Long Stop Date, the Purchaser may terminate the Sale and Purchase Agreement and/or request the refund of the First Payment with interest at the PBOC Lending Rate within 10 Business Days after the said termination, and save for any antecedent breach, the Purchaser shall have no other claim against the Vendor or the Company.

Completion

On the basis that the Condition has been fulfilled and that the Purchaser has paid all due and outstanding deferral fees calculated up to the relevant date of Completion or partial Completion thereof, Completion shall take place in the following manner:

• (a) if payment is satisfied by way of telegraphic transfer or bank draft, on the day of payment of all or part of the Second Payment, 40% of the Sale Shares or the proportional part thereof shall be transferred to the Purchaser or if payment is satisfied by way of cheque, on the day of payment of all or part of the Second Payment, all transfer documents duly executed by the Vendor in relation to 40% of the Sale Shares or the proportional part thereof shall be delivered to the solicitors for the Purchaser to be held in escrow and subject to the Purchaser’s solicitors’ undertaking to release the same to the Purchaser upon clearance of the cheque;

• (b) provided that the Second Payment has been paid in full, if payment is satisfied by way of telegraphic transfer or bank draft, on the day of payment of all or part of the Final Payment, 50% of the Sale Shares or the proportional part thereof shall be transferred to the Purchaser or if payment is satisfied by way of cheque, on the day of payment of all or part of the Final Payment, all transfer documents duly executed by the Vendor in relation to 50% of the Sale Shares or the proportional part thereof shall be delivered to the solicitors for the Purchaser to be held in escrow and subject to the Purchaser’s solicitors’ undertaking to release the same to the Purchaser upon clearance of the cheque; and

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LETTER FROM THE BOARD

• (c) upon the completion of the transfers described in paragraphs (a) and (b) above, 10% of the Sale Shares shall be transferred to the Purchaser provided that the Consideration and all applicable deferral fees have been paid by the Purchaser.

In the event the Vendor fails to proceed with Completion in accordance with the terms of the Sale and Purchase Agreement, the Purchaser may (i) terminate the Sale and Purchase Agreement, (ii) request the refund by the Vendor of the First Payment with interest at the PBOC Lending Rate together with the payment of an amount equal to the First Payment as liquidated damages within 10 Business Days after the said termination and/or (iii) request the refund by the Vendor of any deferral fees already paid less deferral fees refunded pursuant to the set-off (if any) (the “ Deferral Fee Balance ”) together with the payment of an amount equal to the Deferral Fee Balance as liquidated damages.

Each of the Vendor and the Purchaser shall bear its own costs, fees and charges. Any stamp duty payable in respect of the transfer of the Sale Shares shall be borne by the Purchaser and the Vendor equally.

Guarantee provided by the Purchaser Guarantor and the Company

The Purchaser Guarantor shall guarantee the Purchaser’s obligations to pay the First Payment and any and all applicable deferral fees under the Sale and Purchase Agreement as a principal obligor and not merely as surety. The Vendor shall have the right to claim against the Purchaser Guarantor for any breach relating to the First Payment and/or payment of deferral fees directly without having first recourse against the Purchaser.

The Company shall guarantee the Vendor’s obligations to refund the First Payment with interest and/or the Deferral Fee Balance or to pay liquidated damages in an amount equal to the First Payment and/or the Deferral Fee Balance under the Sale and Purchase Agreement as a principal obligor and not merely as surety, in the event any of such obligations arises. The Purchaser shall have the right to claim against the Company for any such refund or payment directly without having first recourse against the Vendor.

Termination

The Sale and Purchase Agreement may be terminated under the following circumstances:

• (a) any material breach of the terms of the Sale and Purchase Agreement by any of the Parties;

• (b) the Purchaser failing to pay all or part of the Consideration or any applicable deferral fees;

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LETTER FROM THE BOARD

• (c) the Condition cannot be fulfilled by the Long Stop Date;

• (d) the Vendor failing to proceed with Completion in accordance with the terms of the Sale and Purchase Agreement; or

• (e) the Parties mutually agree on the termination.

Right of first refusal

Simultaneous with the signing of the Sale and Purchase Agreement, the Company entered into a deed of undertaking in favour of the Purchaser, which took effect upon the First Payment having been received and cashed in by the Vendor in accordance with the Sale and Purchase Agreement, whereby the Company shall grant a right of first refusal to the Purchaser in respect of all 888,966,649 CSC Shares, representing approximately 14.69% of the issued share capital of CSC, held by the Vendor as at the date of the said deed of undertaking, every time the Vendor proposes to sell all or part of such CSC Shares to a third party.

Information on the Group

The Group principally engages in investment holdings, property investment and development, and the operation of hotel, restaurant and food businesses in Hong Kong and the PRC.

Please refer to Appendices I and V to this circular for further information on the Group.

Information on the Purchaser

To the best of the Director’s knowledge, information and belief, the Purchaser is an investment holding company, the ultimate beneficial owners of which are the Purchaser Guarantor and the spouse of the Purchaser Guarantor as to 50% each.

Information on the Purchaser Guarantor

To the best of the Director’s knowledge, information and belief, the Purchaser Guarantor is a director and the ultimate beneficial owner as to 50% of the entire issued share capital of the Purchaser. The Purchaser Guarantor, through its directorship and ownership in Shenzhen Cheung Kei Group Company Limited, carries on businesses relating to real estate development, operation and management of hotel, travel and mining businesses in China and Southeast Asia.

– 12 –

LETTER FROM THE BOARD

Information on China South City

China South City is a limited liability company incorporated in Hong Kong and the shares of which are listed on the Main Board of the Stock Exchange since September 2009. The principal activities of China South City are development and operation of large-scale integrated logistics and trade centres, development of supporting residential and commercial facilities, property management and operations of hotels in China .

Set out below is the audited financial information of China South City for each of the two years ended 31 March 2012 and 2011 as shown in its annual report for the year ended 31 March 2012:

	For the year ended 31 March	For the year ended 31 March
	2012	2011
	HK$’000	HK$’000
Net profit before taxation and
extraordinary items	3,305,515	2,452,776
Net profit after taxation and
extraordinary items	2,047,562	1,544,118

Please refer to Appendix I to this circular for further information on the Group’s interest in the Sale Shares.

Reasons for the Disposal and use of proceeds

The Directors believe that the Disposal represents a good opportunity for the Company to realise the value of the Sale Shares and that the proceeds from the Disposal will increase the cash resources of the Group, allowing the Group to redeploy its resources to other investment opportunities that may bring better and more attractive returns. The Directors also consider that the Disposal is on normal commercial terms, and that the terms of the Sale and Purchase Agreement are fair and reasonable and in the best interests of the Company and the Shareholders as a whole.

The net proceeds from the Disposal will be approximately HK$1,159,5 53,000 which are intended to be used by the Company:–

• (i) as to approximately HK$859,5 53,000, to fund new investments and acquisitions in future as and when suitable opportunities arise; and

• (ii) as to approximately HK$300,000,000, for general working capital of the Group.

– 13 –

LETTER FROM THE BOARD

Financial effects of the Disposal

Gain on the Disposal

The carrying value of the Sale Shares as recorded in the Group’s consolidated accounts as at 31 March 2012 was approximately HK$787,500,000 and the total dividend income attributable to the Sale Shares as recorded in the Group’s consolidated accounts for the years ended 31 March 2012 and 31 March 2011 was HK$18,750,000 and HK$15,000,000, respectively. It is expected that the Group will record a gain of approximately HK$183,000,000 as a result of the Disposal which represents the difference between the Consideration and the carrying value of the Sale Shares as at 31 March 2012 less the related deficit investment revaluation reserve of HK$189,0 53,000 as at 31 March 2012 and transaction costs.

Net Assets

As at 30 September 2012, the unaudited consolidated net assets of the Group amounted to HK$ 3,492,931,000 . As set out in Appendix III to this circular, assuming the Disposal had been fully completed on 30 September 2012, the unaudited pro forma consolidated net assets of the Remaining Group would have been increased to HK$ 3,827,484,000 .

Earnings

The Group recorded audited consolidated profit of HK$ 156,264,000 for the year ended 31 March 2012. As set out in Appendix III to this circular, assuming the Disposal had been fully taken place on 1 April 201 1, the unaudited pro forma consolidated profit of the Remaining Group for the year ended 31 March 2012 would have been increased to HK$ 320,514,000.

Upon Completion, the Company will continue to hold 138,966,649 shares in the issued share capital of China South City, which represents approximately 2.30% of the issued share capital of China South City as at the date of the Sale and Purchase Agreement.

– 14 –

LETTER FROM THE BOARD

C. IMPLICATIONS OF THE LISTING RULES

As one or more of the applicable ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceeds 75%, the Disposal constitutes a very substantial disposal by the Company under the Listing Rules and is therefore subject to the reporting, announcement and Shareholders’ approval requirements under the Listing Rules.

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve (among other things) the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to the Disposal). To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, no Shareholder is required to abstain from voting at the SGM for the approval of the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to the Disposal).

Since the guarantee is granted by the Company to its subsidiary, such guarantee is not a “transaction” by the Company pursuant to Rule 14.04(1)(e)(ii) of the Listing Rules and therefore Chapter 14 of the Listing Rules does not apply to such guarantee.

D. THE SGM

A notice convening the SGM to be held at 26/F., Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 28 March 2013 at 9: 30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendments, the resolution to approve the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to the Disposal) is set out on pages 68 to 69 of this circular.

A form of proxy for use by the Shareholders at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding 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 and in such event, the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

Voting by poll

Pursuant to rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Chairman of the SGM will therefore demand voting on the resolution set out in the Notice of the SGM be taken by way of poll pursuant to bye-law 70 of the Bye-laws.

On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have one vote for each Share registered in his name in the register. A Shareholder entitled to more than one vote is under no obligation to cast all his votes in the same way.

E. RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the opinion that the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder (including but not limited to the Disposal) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors (including the independent non-executive Directors) recommend all Shareholders to vote in favour of the resolution to be proposed at the SGM.

F. ADDITIONAL INFORMATION

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

The English text of this circular, the notice of the SGM and the form of proxy for use at the SGM shall prevail over the Chinese text in case of inconsistency.

For and on behalf of the Board Tak Sing Alliance Holdings Limited Dr. Ma Kai Cheung

Chairman

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

FINANCIAL INFORMATION OF THE GROUP

Set out below are the unaudited condensed consolidated financial information of the Group for the years ended 31 March 2012, 2011 and 2010, and the six months ended 30 September 2012 (the “Financial Information of the Group”). The Financial Information of the Group has been prepared in accordance with paragraph 68 (2)(a)(i) of Chapter 14 of the Listing Rules, and the basis set out in note 1 to the Financial Information of the Group. The Company’s auditor, Ernst & Young, has reviewed the Financial Information of the Group in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants. There was no qualification or modification in the review report issued by the auditors.

The financial information of the Group for the six months ended 30 September 2012 were extracted from the published interim report of the Company for the six months ended 30 September 2012 (pages 21 to 24) . The financial information of the Group for the three years ended 31 March 2012, 2011 and 2010 were extracted from the published audited financial statements of the Group for the years ended 31 March 2012 (pages 52 to 59) and 2011 (pages 50 to 57).

The said reports of the Company are available on the Company’s website at www.taksing. com.hk and the website of the Stock Exchange at www.hkexnews.hk.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS

For the six months ended 30 September 2012 and the years ended 31 March 2012, 2011 and 201 0

Note REVENUE Cost of sales Gross profit Other income and gains 2 Selling and distribution expenses Administrative expenses Other expenses, net Finance costs Share of profits and losses of associates PROFIT BEFORE TAX Income tax expense PROFIT FOR THE PERIOD/ YEAR Attributable to: Owners of the parent Non-controlling interests	Six months ended 30 September 2012 HK$’000 502,537 (246,695) 255,842 79,384 (89,637) (66,769) (3,678) (22,090) (965) 152,087 (35,922) 116,165 88,922 27,243 116,165	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 1,172,769 692,840 613,180 (697,751) (398,758) (330,632) 475,018 294,082 282,548 122,389 150,814 383,658 (177,813) (139,754) (131,114) (121,688) (109,920) (105,242) (21,801) (13,827) (10,404) (42,626) (31,857) (31,092) (1,087) 74,712 48,163 232,392 224,250 436,517 (76,128) (48,846) (19,272) 156,264 175,404 417,245 113,105 163,209 399,695 43,159 12,195 17,550 156,264 175,404 417,245	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 1,172,769 692,840 613,180 (697,751) (398,758) (330,632) 475,018 294,082 282,548 122,389 150,814 383,658 (177,813) (139,754) (131,114) (121,688) (109,920) (105,242) (21,801) (13,827) (10,404) (42,626) (31,857) (31,092) (1,087) 74,712 48,163 232,392 224,250 436,517 (76,128) (48,846) (19,272) 156,264 175,404 417,245 113,105 163,209 399,695 43,159 12,195 17,550 156,264 175,404 417,245
			282,548 383,658 (131,114) (105,242) (10,404) (31,092) 48,163
			436,517 (19,272)
			417,245
			399,695 17,550
			417,245

– 18 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the six months ended 30 September 2012 and the years ended 31 March 2012, 2011 and 2010

Note PROFIT FOR THE PERIOD/ YEAR OTHER COMPREHENSIVE INCOME/(LOSS) Change in fair value of available-for-sale investment 2 Exchange differences on translation of foreign operations Share of other comprehensive income of an associate Reclassification adjustment on deregistration of subsidiaries Reclassification adjustment on deemed disposal of an associate OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD/YEAR TOTAL COMPREHENSIVE INCOME FOR THE PERIOD/YEAR Attributable to: Owners of the parent Non-controlling interests	Six months ended 30 September 2012 HK$’000 116,165 44,448 (8,856) – – – 35,592 151,757 125,104 26,653 151,757	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 156,264 175,404 417,245 (186,683) (80,007) 42,608 54,519 45,264 4,070 – – 34 – (209) ( 943) – – (132,614) (132,164) (34,952) (86,845) 24,100 140,452 330,400 (25,292) 121,964 312,339 49,392 18,488 18,061 24,100 140,452 330,400	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 156,264 175,404 417,245 (186,683) (80,007) 42,608 54,519 45,264 4,070 – – 34 – (209) ( 943) – – (132,614) (132,164) (34,952) (86,845) 24,100 140,452 330,400 (25,292) 121,964 312,339 49,392 18,488 18,061 24,100 140,452 330,400
			42,608 4,070 34 ( 943) (132,614)
			(86,845)
			330,400
			312,339 18,061
			330,400

– 19 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As at 30 September 2012 and 31 March 2012 , 2011 and 2010

Note NON-CURRENT ASSETS Property, plant and equipment Investment properties Prepaid land lease payment Goodwill Other intangible assets Investment in a jointly-controlled entity Interests in associates Available-for-sale investment 2 Financial assets at fair value through profit or loss Other receivable Properties under development Pledged time deposits Total non-current assets CURRENT ASSETS Properties under development Properties held for sale Inventories Debtors, deposits and prepayments Due from a director Due from non-controlling shareholders Financial assets at fair value through profit or loss Other receivable Restricted cash Pledged time deposits Cash and cash equivalents Total current assets	30 September 2012 HK$’000 477,136 1,452,162 13,335 40,111 399,732 – 257,138 977,863 19,280 – 984,196 24,705 4,645,658 446,089 351,706 47,725 318,570 – – – – 10,427 13,762 348,887 1,537,166	2012 HK$’000 485,798 1,446,897 13,372 40,111 399,732 – 256,527 933,415 8,918 – 991,084 23,771 4,599,625 360,888 385,163 51,579 198,396 – – 493 – 17,170 13,766 305,200 1,332,655	31 March 2011 HK$’000 468,686 1,346,196 13,306 40,111 399,732 – 217,214 1,120,098 497 – 950,004 18,524 4,574,368 209,926 355,693 49,179 152,497 652 67,234 – 11,626 7,018 2,044 221,606 1,077,475	2010 HK$’000 429,592 1,238,598 13,167 40,111 533,559 – 18,129 1,201,375 489 11,626 808,831 21,276
				4,316,753
				197,966 210,749 41,017 204,476 1,291 – 8,270 – 5,827 7,055 113,378
				790,029

– 20 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

CURRENT LIABILITIES Trade creditors Sundry creditors, accruals and deposits received Due to directors Due to non-controlling shareholders Interest-bearing bank and other borrowings Finance lease payables Deferred income Tax payable Total current liabilities NET CURRENT ASSETS/ (LIABILITIES) TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Due to a director Due to non-controlling shareholders Interest-bearing bank and other borrowings Finance lease payables Derivative financial instrument Deferred income Deposits received Deferred tax Total non-current liabilities Net assets EQUITY Equity attributable to owners of the parent Issued capital Reserves Proposed final dividend Non-controlling interests Total equity Note	(144,216) (472,672) (325) (8,791) (568,565) (323) (11,243) (179,959) (1,386,094) 151,072 4,796,730 (32,222) (48,706) (577,123) (2,156) (8,914) (204,387) (6,425) (423,866) (1,303,799) 3,492,931 115,142 3,083,766 – 3,198,908 294,023 3,492,931 30 September 2012 HK$’000	(130,612) (361,226) (1,351) (13,005) (561,659) – (11,274) (139,560) (1,218,687) 113,968 4,713,593 (30,700) (48,711) (602,229) – (8,418) (209,554) (6,827) (424,969) (1,331,408) 3,382,185 114,442 2,954,596 45,777 3,114,815 267,370 3,382,185 2012 HK$’000	(75,207) (319,351) (2,362) (11,566) (541,080) – (14,203) (91,423) (1,055,192) 22,283 4,596,651 (37,522) (49,126) (369,424) – (669) (252,661) (5,884) (408,844) (1,124,130) 3,472,521 114,412 3,024,681 22,882 3,161,975 310,546 3,472,521 31 March 2011 HK$’000	(51,495) (196,419) (17,874) (9,436) (483,278) (245) – (73,186) 2010 HK$’000
				(831,933)
				(41,904)
				4,274,849
				(63,151) (37,653) (221,600) – – (261,788) (5,647) (391,833)
				(981,672)
				3,293,177
				114,412 2,924,954 22,882
				3,062,248 230,929
				3,293,177

– 21 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

			Total	equity	HK$’000		3,382,185			1,040	3,383,225	116,165					(8,856)				44,448			151,757	2,100		1,626		(45,777)	3,492,931
			Minority	interests	HK$’000		267,370			–	267,370	27,243					(590)				–			26,653	–		–		–	294,023
				Total	HK$’000		3,114,815			1,040	3,115,855	88,922					(8,266)				44,448			125,104	2,100		1,626		(45,777)	3,198,908
		Proposed	final	dividend	HK$’000		45,777			–	45,777	–					–				–			–	–		–		(45,777)	–
			Retained	profits	HK$’000		1,771,977			1,040	1,773,017	88,922					–				–			88,922	–		–		–	1,861,939
			Capital	reserve	HK$’000		(600)			–	(600)	–					–				–			–	–		–		–	(600)
Available-	for-sale	investment	revaluation	reserve	HK$’000		(224,082)			–	(224,082)	–					–				44,448			44,448	–		–		–	(179,634)
			Reserve	funds	HK$’000		581			–	581	–					–				–			–	–		–		–	581
		Capital	redemption	reserve	HK$’000		316			–	316	–					–				–			–	–		–		–	316
		Exchange	equalisation	reserve	HK$’000		153,053			–	153,053	–					(8,266)				–			(8,266)	–		–		–	144,787
			Goodwill	reserve	HK$’000		(86,230)			–	(86,230)	–					–				–			–	–		–		–	(86,230)
		Share	option	reserve	HK$’000		8,413			–	8,413	–					–				–			–	–		1,626		–	10,039
Leasehold	land and	building	revaluation	reserve	HK$’000		56,060			–	56,060	–					–				–			–	–		–		–	56,060
		Share	premium	account	HK$’000		1,275,108			–	1,275,108	–					–				–			–	1,400		–		–	1,276,508
		Issued	share	capital	HK$’000		114,442			–	114,442	–					–				–			–	700		–		–	115,142
						At 1 April 2012	As previously reported		Effect of adoption of	Amendments to HKAS12	As restated	Profit for the period	Other comprehensive	income:	Exchange difference on	translating foreign	operations	Fair value adjustment		on available-for-sale	investment (Note 2)		Total comprehensive income	for the period	Issue of shares	Equity-settled share option	arrangements	Final 2012 dividend	declared	At 30 September 2012

– 22 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

				Total	equity	HK$’000	3,472,521	156,264					(186,683)			54,519		24,100		(55,836)		(37,493)		–		90		1,685	(22,882)	–	3,382,185
			Non-	controlling	interests	HK$’000	310,546	43,159					–			6,233		49,392		(55,836)		(37,493)		761		–		–	–	–	267,370
					Total	HK$’000	3,161,975	113,105					(186,683)			48,286		(25,292)		–		–		(761)		90		1,685	(22,882)	–	3,114,815
			Proposed	final	dividend	HK$’000	22,882	–					–			–		–		–		–		–		–		–	(22,882)	45,777	45,777
				Retained	profits	HK$’000	1,704,649	113,105					–			–		113,105		–		–		–		–		–	–	(45,777)	1,771,977
				Capital	reserve	HK$’000	161	–					–			–		–		–		–		(761)		–		–	–	–	(600)
	Available-	for-sale	investment	revaluation	reserve	HK$’000	(37,399)	–					(186,683)			–		(186,683)		–		–		–		–		–	–	–	(224,082)
Attributable to owners of the parent			Exchange Capital	equalisation redemption Reserve	reserve reserve funds	HK$’000 HK$’000 HK$’000	104,767 316 581	– – –					– – –			48,286 – –		48,286 – –		– – –		– – –		– – –		– – –		– – –	– – –	– – –	153,053 316 581
				Goodwill	reserve	HK$’000	(86,230)	–					–			–		–		–		–		–		–		–	–	–	(86,230)
			Share	option	reserve	HK$’000	6,761	–					–			–		–		–		–		–		(33)		1,685	–	–	8,413
	Leasehold	land and	building	revaluation	reserve	HK$’000	56,060	–					–			–		–		–		–		–		–		–	–	–	56,060
			Share	premium	account	HK$’000	1,275,015	–					–			–		–		–		–		–		93		–	–	–	1,275,108
				Issued	capital	HK$’000	114,412	–					–			–		–		–		–		–		30		–	–	–	114,442
							At 1 April 2011	Profit for the year	Other comprehensive	income/(loss) for the year:	Change in fair value of	available-for-sale investment	(Note 2)	Exchange differences on	translation of foreign	operations	Total comprehensive	income/(loss) for the year	Reversal of contribution from	non-controlling shareholders	Dividends paid to	non-controlling shareholders	Loss on deemed acquisition of	interest in a subsidiary	Issue of shares upon exercise	of share options	Equity-settled share option	arrangements	Final 2011 dividend declared	Proposed final 2012 dividend	At 31 March 2012

– 23 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

				Total	equity	HK$’000	3,293,177	175,404					(80,007)			45,264		(209)		140,452	(8,698)		101,518		(31,530)		–		484	(22,882)	–	3,472,521
			Non-	controlling	interests	HK$’000	230,929	12,195					–			6,293		–		18,488	(8,698)		101,518		(31,530)		(161)		–	–	–	310,546
					Total	HK$’000	3,062,248	163,209					(80,007)			38,971		(209)		121,964	–		–		–		161		484	(22,882)	–	3,161,975
			Proposed	final	dividend	HK$’000	22,882	–					–			–		–		–	–		–		–		–		–	(22,882)	22,882	22,882
				Retained	profits	HK$’000	1,564,322	163,209					–			–		–		163,209	–		–		–		–		–	–	(22,882)	1,704,649
				Capital	reserve	HK$’000	–	–					–			–		–		–	–		–		–		161		–	–	–	161
	Available-	for-sale	investment	revaluation	reserve	HK$’000	42,608	–					(80,007)			–		–		(80,007)	–		–		–		–		–	–	–	(37,399)
Attributable to owners of the parent			Exchange Capital	equalisation redemption Reserve	reserve reserve funds	HK$’000 HK$’000 HK$’000	66,005 316 581	– – –					– – –			38,971 – –		(209) – –		38,762 – –	– – –		– – –		– – –		– – –		– – –	– – –	– – –	104,767 316 581
				Goodwill	reserve	HK$’000	(86,230)	–					–			–		–		–	–		–		–		–		–	–	–	(86,230)
			Share	option	reserve	HK$’000	6,277	–					–			–		–		–	–		–		–		–		484	–	–	6,761
	Leasehold	land and	building	revaluation	reserve	HK$’000	56,060	–					–			–		–		–	–		–		–		–		–	–	–	56,060
			Share	premium	account	HK$’000	1,275,015	–					–			–		–		–	–		–		–		–		–	–	–	1,275,015
				Issued	capital	HK$’000	114,412	–					–			–		–		–	–		–		–		–		–	–	–	114,412
							At 1 April 2010	Profit for the year	Other comprehensive income/	(loss) for the year:	Change in fair value of	available-for-sale investment	(Note 2)	Exchange differences on	translation of foreign	operations	Reclassification adjustment on	deregistration of subsidiaries	Total comprehensive income/	(loss) for the year	Deregistration of subsidiaries	Contribution from non-	controlling shareholders	Dividends paid to non-	controlling shareholders	Deemed disposal of interest in a	subsidiary	Equity-settled share option	arrangements	Final 2010 dividend declared	Proposed final 2011 dividend	At 31 March 2011

– 24 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

				Total	equity	HK$’000	2,998,899	417,245					42,608			4,070		34		(943)			(132,614)		330,400		4,742		(30,088)	665		–	(11,441)	–	3,293,177
			Non-	controlling	interests	HK$’000	238,214	17,550					–			511		–		–			–		18,061		4,742		(30,088)	–		–	–	–	230,929
					Total	HK$’000	2,760,685	399,695					42,608			3,559		34		(943)			(132,614)		312,339		–		–	665		–	(11,441)	–	3,062,248
			Proposed	final	dividend	HK$’000	11,441	–					–			–		–		–			–		–		–		–	–		–	(11,441)	22,882	22,882
				Retained	profits	HK$’000	1,168,467	399,695					–			–		–		–			–		399,695		–		–	–		19,042	–	(22,882)	1,564,322
				Capital	reserve	HK$’000	36,554	–					–			–		–		–			(36,554)		(36,554)		–		–	–		–	–	–	–
	Available-	for-sale	investment	revaluation	reserve	HK$’000	–	–					42,608			–		–		–			–		42,608		–		–	–		–	–	–	42,608
Attributable to owners of the parent			Exchange Capital	equalisation redemption Reserve	reserve reserve funds	HK$’000 HK$’000 HK$’000	159,415 316 6,113	– – –					– – –			3,559 – –		34 – –		(943) – –			(96,060) – –		(93,410) – –		– – –		– – –	– – 6		– – (5,538)	– – –	– – –	66,005 316 581
				Goodwill	reserve	HK$’000	(86,230)	–					–			–		–		–			–		–		–		–	–		–	–	–	(86,230)
			Share	option	reserve	HK$’000	19,122	–					–			–		–		–			–		–		–		–	659		(13,504)	–	–	6,277
	Leasehold	land and	building	revaluation	reserve	HK$’000	56,060	–					–			–		–		–			–		–		–		–	–		–	–	–	56,060
			Share	premium	account	HK$’000	1,275,015	–					–			–		–		–			–		–		–		–	–		–	–	–	1,275,015
				Issued	capital	HK$’000	114,412	–					–			–		–		–			–		–		–		–	–		–	–	–	114,412
							At 1 April 2009	Profit for the year	Other comprehensive income/	(loss) for the year:	Change in fair value of an	available-for-sale investment	(Note 2)	Exchange differences on	translation of foreign	operations	Share of other comprehensive	income of an associate	Reclassification adjustment on	deregistration of a subsidiary	Reclassification adjustment	on deemed disposal of an	associate	Total comprehensive income/	(loss) for the year	Contribution from non-	controlling shareholders	Dividends paid to non-	controlling shareholders	Share of an associate	Release upon deemed disposal	of an associate	Final 2009 dividend declared	Proposed final 2010 dividend	At 31 March 2010

– 25 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended 30 September 2012 and the years ended 31 March 2012, 2011 and 2010

Note NET CASH INFLOW FROM OPERATING ACTIVITIES NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES 2 NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents at the beginning of period/year Effect of foreign exchange rate changes, net CASH AND CASH EQUIVALENTS AT THE END OF PERIOD/YEAR ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and bank balances Time deposits with original maturity of less than three months when acquired, pledged as security or general facility and short term bank loans Bank overdrafts Non-pledged time deposits with original maturity of more than three months	Six months ended 30 September 2012 HK$’000 57,927 21,207 (37,754) 41,380 318,966 2,303 362,649 362,649 – – – 362,649	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 16,110 89,535 91,376 (62,174) (155,408) (19,864) 140,827 159,569 (70,818) 94,763 93,696 694 217,244 119,937 118,940 6,959 3,611 303 318,966 217,244 119,937 305,200 221,606 113,378 13,766 2,044 7,055 – (50) – – (6,356) (496) 318,966 217,244 119,937	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 16,110 89,535 91,376 (62,174) (155,408) (19,864) 140,827 159,569 (70,818) 94,763 93,696 694 217,244 119,937 118,940 6,959 3,611 303 318,966 217,244 119,937 305,200 221,606 113,378 13,766 2,044 7,055 – (50) – – (6,356) (496) 318,966 217,244 119,937
			694 118,940 303
			119,937
			113,378 7,055 – (496)
			119,937

– 26 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

NOTES TO THE FINANCIAL INFORMATION OF THE GROUP

1 BASIS OF PREPARATION OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP

The Financial Information of the Group was prepared in accordance with paragraph 68(2) (a)(i) of Chapter 14 of the Listing Rules and solely for the purpose of inclusion in the Circular in connection with the Disposal.

The Financial Information of the Group has been prepared in accordance with the accounting policies as those adopted by the Company in the preparation of the consolidated financial statements of the Group.

The Financial Information of the Group does not contain sufficient information to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1 (Revised) “Presentation of Financial Statements” issued by the Hong Kong Institute of Certified Public Accountants.

– 27 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

2 THE GROUP’S INTERESTS IN THE SALE SHARES

Six months ended 30 September 2012 HK$’000 Other income recognised in the unaudited condensed consolidated income statements in relation to the Sale Shares: Dividend income from the Sale Shares 56,250 Cash inflows recognised in the unaudited condensed consolidated statements of cash flows in relation to the Sale Shares: Dividend income from the Sale Shares 56,250 Gains/( losses) recognised in the unaudited condensed consolidated statements of comprehensive income and the unaudited condensed consolidated statements of changes in equity in relation to the Sale Shares: Change in fair value of the Sale Shares 37,500 Carrying amount recognised in the unaudited condensed consolidated statements of financial position in relation to the Sale Shares: Available-for-sale investment 852,000	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 18,750 15,000 – 18,750 15,000 – (157,500) (67,500) 35,947 787,500 945,000 1,012,500	Year ended 31 March 2012 2011 2010 HK$’000 HK$’000 HK$’000 18,750 15,000 – 18,750 15,000 – (157,500) (67,500) 35,947 787,500 945,000 1,012,500
		–
		35,947
		1,012,500

The other income recognised in the unaudited condensed consolidated income statements above were grouped into other income and gains . The cash inflows recognised in the unaudited condensed consolidated statements of cash flows above were grouped into net cash inflow/(outflow) from investing activities. The gains/(losses) recognised in the unaudited condensed consolidated statements of comprehensive income and the unaudited condensed consolidated statements of changes in equity above were grouped into change in fair value of available-for-sale investment. And the carrying amount recognised in the unaudited condensed consolidated statements of financial position above were grouped into available-for-sale investment .

– 28 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

STATEMENT OF INDEBTEDNESS

Borrowings

At the close of business on 31 January 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding borrowings of approximately HK$ 1,186,020,000, details of which are set out below:

Secured bank loans Unsecured bank loans Unsecured other loan Finance lease payables	HK$’000 1,122,455 11 ,975 49,348 2,242
	1,186,020

At the close of business on 31 January 2013, certain of the Group’s property, plant and equipment, investment properties, properties under development, properties held for sale, time deposits, and financial assets at fair value through profit or loss, were pledged to secure general banking and other facilities granted to the Group. In addition, rental income generated in respect of certain investment properties of the Group was assigned to bankers to secure loan facilities granted to the Group.

At the close of business on 31 January 2013, the Group had contingent liabilities relating to guarantees given to bank for mortgage loan facilities granted to purchasers of properties of approximately HK$ 76,92 7, 000 .

Foreign currency amounts have been translated into Hong Kong dollars at the rates of exchange prevailing at the close of business on 31 January 2013. The directors are not aware of any material changes in the Group’s indebtedness and contingent liabilities since the close of business on 31 January 2013.

– 29 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Disclaimer

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal trade payables, the Group did not have any debt securities issued and outstanding, or authorised or otherwise created but unissued, any term loans (secured, unsecured, guaranteed or not), any other borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments (whether secured or unsecured, guaranteed or not), any mortgages or charges, or other material contingent liabilities or guarantees at the close of business on 31 January 2013.

WORKING CAPITAL

The Directors after due and careful enquiry, are of the opinion that, in the absence of unforeseeable events and after taking into account the estimated net proceeds from the Disposal, the internal resources and present banking facilities available to the Group, the Group has sufficient working capital for its normal business for at least the next 12 months from the date of publication of this circular.

MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2012, being the date to which the latest published audited consolidated accounts of the Group were made up, as at the Latest Practicable Date.

TRADING AND FINANCIAL PROSPECTS OF THE GROUP

The Disposal will provide additional funding for new investments and acquisitions in future and will substantially increase general working capital of the Group. Hence, the Directors are of the opinion that, in the absence of unforeseeable events, the trading and financial prospects of the Group will be positively affected by the Disposal.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

MANAGEMENT DISCUSSION AND ANALYSIS AND FINANCIAL REVIEW OF THE REMAINING GROUP

The Remaining Group is principally engaged in investment holding, property investment and development, the operations of hotel, restaurant and food businesses.

Set out below is the management discussion and analysis and financial review on the Remaining Group :

• (i) For the six months ended 30 September 2012

Business review

For the six months ended 30 September 2012, turnover of the Remaining Group was HK$502,537,000, decreased by 14% as compared to the corresponding period of last year. Profit attributable to equity holders of the parent was HK$ 32,672,000, decreased by 49% as compared to corresponding period of last year. Excluding the effect of property revaluation gain and related taxes , operating profit attributable to equity holders was HK$ 26,672,000, decreased by 34% from last year. Decrease in turnover was mainly due to recognition of property sales revenue reduced by HK$85 million from last year to only HK$55 million. Rental income and revenue from hotel, restaurant and food business recorded slight growth which offset part of the reduction in profit due to reduction in property sales revenue.

(a) Property

During the period, turnover of property business was HK$88,334,000, lower than corresponding period of last year by 49% while segment profit was HK$ 25,568,000, decreased by 67% from corresponding period of last year. Excluding investment property revaluation surplus of HK$6,000,000, segment operating profit for the period was HK$ 19,568,000, decreased by 63% from corresponding period of year. The reduction in revenue was mainly because only HK$55 million property sales revenue was recognized in the period which comprised mainly the sales of shops in China East City project in Lianyungang, Jiangsu Province. In the corresponding period of last year, ‘Zi Lan Ting’ in Yiyang, Hunan Province recorded lake view residential property sales of HK$108 million.

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APPENDIX II

ADDITIONAL INFORMATION ON THE REMAINING GROUP

For the second half of this financial year, Grand Lake City in Yiyang, Hunan Province has already achieved RMB220 million in contract sales for its phase 2 residential property development. These contracts will be recognized as sales revenue by phases upon completion of construction and delivery to customers in 2013. For China East City in Lianyungang, Jiangsu Province, total salable area of phase 1 development was 167,000 sq.m. The Remaining Group planned to sell 95,000 sq.m., with the remaining property to be held by the Remaining Group for rental income so as to facilitate overall planning for different market sector allocations within the project. As at 30 September 2012, contract sales of 81,500 sq.m., 86% of planned sales, was completed of which 59,700 sq.m. was recorded in last financial year and 9,100 sq.m., HK$53 million, was recorded during the current period. The remaining 13,000 sq.m. will be recognized as sales revenue upon delivery to customers.

On the other hand, the Remaining Group’s 50% owned furniture and construction material wholesale and retail centre project in Dongguan, Guangdong Province has commenced its construction permit applications. Construction will start in early 2013. Total gross floor area of the project will be 410,000 sq.m. of which 95,000 sq.m. will be constructed and operated by Red Star Macalline, the leading furniture retail mall operator in China. The project company owns 30% of the Macalline mall. The remaining 310,000 sq.m. which will be constructed and operated by the project company consists of 190,000 sq.m. retail area with the remaining being office, service apartment, hotel, car park and other utilities.

(b) Hotel, Restaurant and Food

During the period, hotel, restaurant and food turnover was HK$414,203,000, increased slightly by 1% compared to the corresponding period of last year. Operating profit was HK$108,381,000, increased by 5% compared to the corresponding period of last year. During the period, the business dining sector was adversely affected by the tightening of economic policy in China and the reduction in export due to recession in Europe and USA. Average spending on business dining as well as frequency of entertainment reduced significantly for most industries especially the property sector. As a result, the turnover of the Remaining Group’s restaurant business declined by 10% compared to the corresponding period of last year. Similarly, sales revenue of hotel business also decreased by 11%. Under such difficult operating environment, the Remaining Group’s Carrianna brand of mooncake and other food sales continued to achieve a satisfactory growth of 11% which was more than enough to offset reduction in revenue from hotel and restaurant business. As food business has better gross margin, operating profit of hotel, restaurant and food segment increased by HK$5,476,000 or 5% over the corresponding period of last year.

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APPENDIX II

ADDITIONAL INFORMATION ON THE REMAINING GROUP

For the second half of this financial year, restaurant and hotel business will enter the busy season. Together with better economic outlook since the beginning of fourth quarter of 2012, sales revenue and operating profit should be better than the first half of this financial year. The management will continue to improve service and food quality and control cost so as to improve profitability for shareholders. As food sales continued to grow, the Remaining Group plans to further expand the food factory in Hainan in order to increase production capacity to match sales growth in the coming year and to deliver further profit growth.

Liquidity and financial resources

As the Remaining Group adopts a prudent funding and treasury policy on its overall business operation, a variety of credit facilities is maintained. As at 30 September 2012, the Remaining Group’s free cash and bank balances amounted to HK$ 348,887,000. The Remaining Group’s net bank balances (total borrowings less deposits pledged for such borrowings) as at 30 September 2012 amounted to HK$ 1,107,221,000 . Net bank borrowing less f ree cash and bank balances amounted to HK$ 758,334,000, representing 21% of the Group’s consolidated net assets attributable to its shareholders. The Remaining Group’s borrowings are principally on floating rate basis.

Exposure on foreign exchange fluctuations and treasury policy

The Remaining Group mainly operates in Hong Kong and Mainland China and is exposed to foreign exchange risk with respect to Renminbi. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in operations in Mainland China. The directors consider that the exchange rate of Hong Kong dollars against Renminbi in the foreseeable future is expected to be relatively stable, there is no hedge against fluctuation in foreign exchange rates.

The Remaining Group has certain major investments in operations in Mainland China, whose net assets are exposed to translation risk. The management does not expect any material adverse impact from the foreign exchange fluctuation.

Contingent liabilities

At 30 September 2012, the Remaining Group had contingent liabilities relating to guarantees given to bank for mortgage loan facilities granted to purchasers of properties of approximately HK$ 117,715,000 .

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

Charges on the Group assets

As at 30 September 2012, certain of the Remaining Group’s properties, plant and equipment, properties under development, investment properties, time deposits, financial assets at fair value through profit or loss and properties held for sale with a total carrying value of HK$ 2,022,207,000 were pledged to secure general banking, trade finance and other facilities granted to the Remaining Group. In addition, rental income generated in respect of certain investment properties of the Remaining Group were assigned to bankers to secure loan facilities granted to the Remaining Group.

Material acquisition and disposal

The Remaining Group had no material acquisition and disposal during the period.

Employees and remuneration policy

As at 30 September 2012, the Remaining Group’s staff consists of approximately 100 employees in Hong Kong and approximately 2,200 employees outside Hong Kong. Employees are rewarded on a performance-related basis within the general framework of the Remaining Group’s salary and bonus system.

(ii) For the year ended 31 March 2012

Business review

For the year ended 31 March 2012, the Remaining Group’s turnover was HK$1,172,769,000 , increased by 69% from last year. The Group’s profit attributable to shareholders was HK$ 94,355,000 , decreased by 36% from last year. The reason for the decrease in profit, was that in last year the Remaining Group’s 50% owned associated company, South China International Purchasing Exchange Limited, had a compensation income from cancellation of a land cooperation contract, the resulted share of profit from this associated company was HK$74,712,000. Excluding the effect of this non-recurring item , the Remaining Group’s profit attributable to shareholders increased by 30% from last year. During the year, the Remaining Group’s property business recorded satisfactory growth in turnover and operating profit. Hotel, restaurant and food businesses recorded growth in turnover and reduction in operating profit.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

(a) Property

The Remaining Group’s turnover for property for the year was HK$550,811,000 , significantly higher than last year by 3.9 times. Segment operating profit was HK$ 195,309,000, increased by 19% from last year. Excluding the effect contract cancellation gain from associated company South China International in last year and property revaluation gain for both years, recurring segment operating profit was HK$ 105,061,000 significantly increased from last year. Turnover from property rental was HK$68,469,000, increased by 16% from last year while property sales revenue was HK$482,342,000, 7.9 times higher than last year.

During the year, both property development projects of the Remaining Group recorded satisfactory sales revenue. The two high rise lake view residential buildings in Grand Lake City, Yiyang city of Hunan Province were completed. Together with some remaining property sales from phase 1, total sales revenue recorded for Grand Lake City was HK$142,252,000, significantly increased by 1.9 times from last year. During the year, phase 2 of Grand Lake City, comprising 6 blocks of high rise lake view residential property and a shopping centre, started construction. The revised building area will be 135,000 M[2] . Part of the phase 2 property was launched for sales in May 2012 and RMB140 million contract sales were made within a month. This is a very satisfactory result considering the property market is currently very slow in China. Grand Lake City has become the best selling property project in Yiyang city.

Phase 1 of China East City in Lianyungang of Jiangsu province, comprising 182,000 M[2] of leather and construction material wholesale markets, was completed during the year and various part of the wholesale markets started operations from end of 2011 to mid 2012. Sales revenue recorded was HK$338,184,000. Up to end of June 2012, approximately RMB100 million contract sales were made which will be booked as revenue in the next financial year.

During the year, the Remaining Group’s 50% owned associated company, South China International Purchasing Exchange Limited, had paid all land use premium of RMB410 million and obtained land use certificate for the Dongguan commercial project. Land site was 78,000 M[2] with plot ratio of 3.5 and buildable area of 274,000 M[2] . The planning stage of the project had been completed with a plan to build the biggest household furniture, appliances and construction material retail centre of Dongguan city. Red Star Macalline, the biggest household furniture retail operator in China, has signed contract to become anchor operator in the retail centre. Construction of the project will start in fourth quarter of 2012.

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APPENDIX II

ADDITIONAL INFORMATION ON THE REMAINING GROUP

During the year, rental income increased by a satisfactory 16% to HK$68,469,000. Shopping mall in Carrianna Friendship Square and Imperial Palace were the major contributors of the increase in rental income. Together with other properties in Guangdong and Hong Kong, the Group’s investment properties portfolio will continue to provide stable and growing rental income.

For the coming year, rental income will continue to be the Remaining Group’s stable source of cash income. Property sales will likely be less than this year but will continue to provide satisfactory profit. Overall, the Remaining Group’s property development and investment businesses will continue to provide good cash and profit to shareholders.

(b) Hotel, Restaurant and Food

The Remaining Group’s turnover for hotel, restaurant and food division for the year was HK$621,958,000 , increased by 7% from last year. Segment profit was HK$96,828,000 , decreased by 13%. Decrease in profit was mainly due to a nonrecurring income was recorded in last year of HK$22,735,000, mainly being over provision of tax in past years from two Shenzhen restaurants which ceased business in prior year and obtained final tax clearance from the tax authority in last year ascertaining the actual tax payable was lower than prior year provisions. On the other hand, the closure of Shanghai Carrianna Restaurant due to expiry of rental contract during the year had resulted in non-recurring closure loss of HK$4,074,000 which was mainly for asset write-off and staff compensation. Excluding these non-recurring items, current year operating profit should be HK$100,902,000, increased by 14% from last year .

As for turnover, growth was mainly from food and hotel business while the decrease in restaurant business turnover offset about one third of such growth. Restaurant business environment was tough due to tightening economic policy of the government. With the exception of Beijing and Hong Kong, restaurant turnover in all other city either decreased or remained about the same as last year. On the other hand, human resources and food costs continued to increase substantially. As a result, operating profit for restaurant reduced by approximately 20% from last year. For food, mooncake sales continued to grow satisfactory by 28%. However, due to food cost increase, operating profit only improved by 17%. For hotel, both turnover and operating profit increased slightly from last year.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

For the coming year, economic outlook for China is still uncertain and business dining sector will continue to face difficulties. Together with continuous but moderate increase in food and staff cost, hotel, restaurant and food businesses will probably not have significant growth. Management will continue to work hard in improving operating efficiency in order to keep the continuous growth in operating profit from the division.

Liquidity and financial resources

As the Remaining Group adopts a prudent funding and treasury policy on its overall business operation, a variety of credit facilities is maintained. As at 31 March 2012, the Remaining Group’s free cash and bank balances amounted to HK$ 305,200,000. The Remaining Group’s net bank balances (total borrowings less deposits pledged for such borrowings) as at 31 March 2012 amounted to HK$ 1,126,351,000 . Net bank borrowing less free cash and bank balances amounted to HK$ 821,151,000, representing 23% the Group’s total equity . The Remaining Group’s borrowings are principally on floating rate basis.

Exposure on foreign exchange fluctuations and treasury policy

The Remaining Group mainly operates in Hong Kong and Mainland China and is exposed to foreign exchange risk with respect to Renminbi. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in operations in Mainland China. The directors consider that the exchange rate of Hong Kong dollars against Renminbi in the foreseeable future is expected to be relatively stable, there is no hedge against fluctuation in foreign exchange rates.

The Remaining Group has certain major investments in operations in Mainland China, whose net assets are exposed to translation risk. The management does not expect any material adverse impact from the foreign exchange fluctuation.

Contingent liabilities

At 31 March 2012, the Remaining Group had contingent liabilities relating to guarantees given to bank for mortgage loan facilities granted to purchasers of properties of approximately HK$ 182,930,000 .

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

Charges on the Group assets

As at 31 March 2012, certain of the Remaining Group’s properties, plant and equipment, investment properties, properties under development, properties held for sale, time deposits, financial assets at fair value through profit or loss, and an other receivable with a total carrying value of approximately HK$ 2,285,644,000 were pledged to secure general banking, trade finance and other facilities granted to the Remaining Group. In addition, rental income generated in respect of certain investment properties of the Remaining Group was assigned to bankers to secure loan facilities granted to the Remaining Group.

Material acquisition and disposal

The Remaining Group had no material acquisition and disposal during the year ended 31 March 2012.

Employees and remuneration policy

As at 31 March 2012, the Remaining Group’s staff consists of approximately 100 employees in Hong Kong and approximately 2,200 employees outside Hong Kong. Employees are rewarded on a performance-related basis within the general framework of the Remaining Group’s salary and bonus system.

(iii) For the year ended 31 March 2011

Business review

For the year ended 31 March 2011, the Remaining Group’s turnover was HK$692,840,000, increased by 13% from last year. The Remaining Group’s profit attributable to shareholders was HK$ 148,209,000 , reduced by 63% from last year. The reason for the decrease in profit was that in last year, the listing of China South City Holdings Limited in the Hong Kong Stock Exchange resulted in a non-recurring profit of HK$330 million. Excluding the effect of this special profit, profit attributable to shareholders was 115% higher than last year. The Remaining Group’s two operating segments, namely property and hotel, restaurant and food, both recorded satisfactory growth in turnover as well as operating profit.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

(a) Property

Turnover for property for the year was HK$113,157,000 , higher than last year by 18%. Excluding the effect of China South City listing non-recurring profit and gain from changes in fair value of investment properties, segment profit was HK$ 64,738,000, increased by 25% from last year. Rental income for the year increased by 12% to HK$58,840,000 while property sales revenue increased by 25% to HK$54,317,000. During the year, the Remaining Group’s two shopping malls in Shenzhen, Carrianna Friendship Square and Imperial Palace, recorded increase in both occupancy rate and rental rate. Together with other investment properties in Shenzhen and Hong Kong, these properties provide stable and growing rental income to the Remaining Group.

Property sales revenue recorded in last year mainly came from sales of remaining properties of phase 1 of Grand Lake City project in Yiyang city of Hunan Province. The construction of the last two high rise lake side residential buildings of phase 1 with gross floor area of 27,000M[2] had been completed. After completion of various government inspection procedures, the residential units will be hand over to buyers in the third quarter of 2011. During the year, over 90% of the two buildings were sold with sales revenue of approximately HK$100 million. These sales will be recorded as income in the coming financial year in accordance with relevant accounting standard. On the other hand, the construction of Grand Lake City phase 2 development comprising 160,000M[2] , 6 high rise lake view residential buildings and a shopping mall has been started and is expected to be completed in two stages by year end of 2012 and 2013 respectively.

During the year, construction of the logistic and commercial project, China East City, in Lianyungang of Jiangsu province had been started. Phase 1 of the project comprises 160,000M[2] of leather and construction material wholesale markets. The construction will be completed in two stages by year end of 2011 and mid year of 2012. In June 2011, 100,000M[2] of the shops in the market was launched for sales. Within two weeks, over 50% with revenue exceeding HK$300 million has been sold. These sales will be recorded as income in the coming financial year.

The Remaining Group’s 50% interest associated company, South China International Purchasing Exchange Limited, had paid all land cost of RMB410 million and obtained land certificates for the commercial project in Dongguan city. The land was approximately 80,000M[2] with total floor area over 300,000M[2] . The project is under construction planning stage and is expected to start construction by the end of 2011.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

Looking forward for the coming year, with sales already completed in Grand Lake City and China East City of approximately HK$400 million and the stable and growing rental income from investment properties, segment result for property is expected to show substantial improvement.

(b) Hotel, Restaurant and Food

Turnover for hotel, restaurant and food division for the year was HK$579,683,000 (2010: HK$517,362,000), increased by 12% from last year. Segment profit was HK$110,983,000 (2010: HK$74,059,000), increased significantly by 50%. Growth in turnover and profit was mainly attributable to food business. The increase in production capacity and production cost efficiency of the Hainan food factory is the main reason for the significant growth in food sales and profit.

For restaurant business, most restaurants recorded growth during the year despite fierce competition. Hong Kong and Hainan restaurants recorded highest growth in turnover. Operating profit for restaurants was about the same as last year due to significant increase in human resources as well as food costs which offset the growth in revenue. For hotels, turnover and operating results were both better than last year. The improvement in Carrianna Yiyang International Hotel in Hunan province was more notable than Carrianna Hotel in Foshan, Guangdong.

For the coming year, the Remaining Group will further expand the Hainan food factory. Together with the production in Kunming food factory, food business is expected to continue its growth. For hotel and restaurants, human resources and food costs are expected to further increase in the coming year, management will work hard to control cost and improve service in order to achieve growth in revenue and operating profit under fierce competition environment.

Liquidity and financial resources

As the Remaining Group adopts a prudent funding and treasury policy on its overall business operation, a variety of credit facilities is maintained. As at 31 March 2011, the Remaining Group’s free cash and bank balances amounted to HK$ 221,606,000 . The Remaining Group’s net bank borrowings (total borrowings less deposits pledged for such borrowings) as at 31 March 2011 amounted to HK$ 889,936,000 . Net bank borrowings less free cash and bank balances amounted to HK$ 668,330,000 , representing 19% of the Remaining Group’s consolidated net assets attributable to its shareholders. The Remaining Group’s borrowings are principally on floating rate basis.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

Exposure on foreign exchange fluctuations and treasury policy

The Remaining Group mainly operates in Hong Kong and Mainland China and is exposed to foreign exchange risk with respect to Renminbi. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in operations in Mainland China. The directors consider that the exchange rate of Hong Kong dollars against Renminbi in the foreseeable future is expected to be relatively stable, there is no hedge against fluctuation in foreign exchange rates.

The Remaining Group has certain major investments in operations in Mainland China, whose net assets are exposed to translation risk. The management does not expect any material adverse impact from the foreign exchange fluctuation.

Contingent liabilities

At 31 March 2011, the Remaining Group had contingent liabilities relating to guarantees given to bank for mortgage loan facilities granted to purchasers of properties of approximately HK$ 117,642,000 .

Charges on the Group assets

As at 31 March 2011, certain of the Remaining Group’s properties, plant and equipment, investment properties, properties under development, time deposits, financial assets at fair value through profit or loss, an other receivable and properties held for sale with a total carrying value of HK$ 1,993,949,000 were pledged to secure general banking and other facilities granted to the Remaining Group. In addition, rental income generated in respect of certain investment properties of the Remaining Group was assigned to bankers to secure loan facilities granted to the Remaining Group.

Material acquisition and disposal

The Remaining Group had no material acquisition and disposal during the period.

Employees and remuneration policy

As at 31 March 2011, the Remaining Group’s staff consists of approximately 100 employees in Hong Kong and approximately 2,200 employees outside Hong Kong. Employees are rewarded on a performance-related basis within the general framework of the Remaining Group’s salary and bonus system.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

(iv) For the year ended 31 March 2010

Business review

For the year ended 31 March 2010, the Remaining Group’s turnover was HK$613,180,000 , increased by 9% from last year. The Remaining Group’s profit attributable to shareholders was HK$399,695,000 , significantly increased by 1.3 times from last year. The main reason for the significant increase in profit was the record of HK$330 million profit arose from the listing of a then associate company, China South City Holdings Limited in the Hong Kong Stock Exchange. Upon listing of China South City, the Group recorded the difference between its share of China South City’s net asset value on its listing date and the book carrying value as profit. In addition to China South City, core operating businesses of the Remaining Group also achieved satisfactory growth in turnover and profit.

(a) Property

The Remaining Group’s associated company, China South City, was listed on the Hong Kong Stock Exchange on 30 September 2009. On the day of its listing, China South City ceased to be an associated company of the Remaining Group as the Remaining Group’s shareholdings in the company reduced from 20% to 14.8%. Since then, the Remaining Group’s holding in China South City was recorded in the consolidated statement of financial position as available-for-sale investments. According to HKAS 27, 28 and 39, the difference between the share of net asset value of China South City on its listing date and the Group’s carrying value was recorded in the consolidated income statement as profit.

Excluding the profit arose from the listing of China South City and share of profit from the then associated company before its listing, operating profit from property business for the year was HK$28,735,000 , increased by 1.3 times. Turnover for the year was HK$95,818,000 , increased by 12%. Increase in turnover was mainly due to increase in property sales while increase in profit was due to increase in property sales and rental income as well as increase in property revaluation surplus.

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APPENDIX II

ADDITIONAL INFORMATION ON THE REMAINING GROUP

For the coming year, two lake view high rise residential buildings of Grand Lake City in Yiyang city of Hunan province with salable area of approximately 27,000 sq.m. are under construction. Part of the residential units are offered for sales in the market recently and the initial response is satisfactory. The two buildings are scheduled to be completed in 1st quarter of 2011. On the other hand, the construction planning for the logistic and commercial project in Lianyungang of Jiangsu province has been completed. Construction of phase I logistic and wholesale centre of approximately 56,000 sq.m. will be started in 3rd quarter of 2010 and will be completed in 2nd half of 2011. Sales of part of the shops will start in 1st quarter of 2011. Together with rental income from properties in Shenzhen, Hong Kong, Panyu and Foshan , the property segment will continue to bring in satisfactory profit to shareholders of the Remaining Group.

(b) Hotel, Restaurant and Food

During the year, the Remaining Group’s hotel, restaurant and food business recorded turnover of HK$517,362,000 (2009: HK$475,105,000), increased by 9% from last year. Operating profit for the year was HK$74,059,000 (2009: HK$50,971,000), increased significantly by 45% from last year. Increase in turnover was mainly attributable to the sales increase in food business and Carrianna Yiyang International Hotel in Hunan province. Half of the growth in profit came from food sales while hotel and restaurant business each contributed a quarter of the profit growth.

During the year, the newly build food factory in Hainan helped the expansion of food production capacity as well as reduction in unit production cost and was the major contributor to sales and profit increase for food business. For hotel and restaurant business, the three quarters of operation up to December 2009 was still affected by the financial tsunami started from late 2008. Growth was slow and even negative for some business units. Starting from 1st quarter of 2010, hotel and restaurant sales resumed its higher growth rate in the past. Satisfactory growth was recorded in the hotels in Yiyang and Foshan and the restaurants in Shenzhen, Wuhan, Hong Kong and Beijing. In addition, management worked hard in controlling cost which resulted in a higher growth rate in profit than turnover.

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APPENDIX II

ADDITIONAL INFORMATION ON THE REMAINING GROUP

For the coming year, riding on the continuous stable growth of the China economy, hotel, restaurant and food division is expected to continue its satisfactory growth trend in the past years. With increasing sales for our food products, the Remaining Group will build a new food factory in Kunming in order to further increase production capacity and reduce unit production cost. The group will also further promote the ‘Carrianna’ food brand and expand its sales network. Management believe the ‘Carrianna’ food brand has great potential and will contribute to the long term profit of the Remaining Group. On the other hand, hotel business also achieved over 20% year on year growth in room occupancy for the 2nd quarter of 2010. Together with satisfactory sales in restaurants, outlook for hotel, restaurant and food segment for 2011 is cautiously optimistic.

Liquidity and financial resources

As the Remaining Group adopts a prudent funding and treasury policy on its overall business operation, a variety of credit facilities is maintained. As at 31 March 2010, the Remaining Group’s free cash and bank balances amounted to HK$ 113,378,000 . The Remaining Group’s net bank borrowings (total borrowings less deposits pledged for such borrowings) as at 31 March 2010 amounted to HK$ 676,547,000 . Net bank borrowings less free cash and bank balances amounted to HK$ 563,169,000 , representing 19% of the Remaining Group’s consolidated net assets attributable to its shareholders. The Remaining Group’s borrowings are principally on floating rate basis.

Exposure on foreign exchange fluctuations and treasury policy

The Remaining Group mainly operates in Hong Kong and Mainland China and is exposed to foreign exchange risk with respect to Renminbi. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in operations in Mainland China. The directors consider that the exchange rate of Hong Kong dollars against Renminbi in the foreseeable future is expected to be relatively stable, there is no hedge against fluctuation in foreign exchange rates.

The Remaining Group has certain major investments in operations in Mainland China, whose net assets are exposed to translation risk. The management does not expect any material adverse impact from the foreign exchange fluctuation.

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APPENDIX II ADDITIONAL INFORMATION ON THE REMAINING GROUP

Contingent liabilities

At 31 March 2010, the Remaining Group had contingent liabilities relating to guarantees given to bank for mortgage loan facilities granted to purchasers of properties of approximately HK$ 90,238,000 .

Charges on the Group assets

As at 31 March 2010, certain of the Remaining Group’s properties, plant and equipment, investment properties, properties under development, time deposits, financial assets at fair value through profit or loss, an other receivable and properties held for sale with a total carrying value of HK$ 1,515,962,000 were pledged to secure general banking, trade finance and other facilities granted to the Remaining Group. In addition, rental income generated in respect of certain investment properties of the Remaining Group was assigned to bankers to secure loan facilities granted to the Remaining Group.

Material acquisition and disposal

The Remaining Group had no material acquisition and disposal during the period.

Employees and remuneration policy

As at 31 March 2010, the Remaining Group’s staff consists of approximately 100 employees in Hong Kong and approximately 2,200 employees outside Hong Kong. Employees are rewarded on a performance-related basis within the general framework of the Remaining Group’s salary and bonus system.

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APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

1. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Introduction

The unaudited pro forma financial information (the “Unaudited Pro Forma Financial Information”) presented below is prepared to illustrate (a) the financial position of the Remaining Group as if the Disposal had been fully completed on 30 September 2012; and (b) the results and cash flows of the Remaining Group for the year ended 31 March 2012 as if the Disposal had been fully completed on 1 April 2011.

This Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its hypothetical nature, it may not purport to represent the true picture of the financial position of the Remaining Group as at 30 September 2012 or at any future dates had the Disposal been fully completed on 30 September 2012 or the results and cash flows of the Remaining Group for the year ended 31 March 2012 or for any future periods had the Disposal been fully completed on 1 April 2011.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE REMAINING GROUP AS AT 30 SEPTEMBER 2012

NON-CURRENT ASSETS Property, plant and equipment Investment properties Prepaid land lease payment Goodwill Other intangible assets Interests in associates Available-for-sale investment Financial assets at fair value through profit or loss Properties under development Pledged time deposits Total non-current assets CURRENT ASSETS Properties under development Properties held for sale Inventories Debtors, deposits and prepayments Restricted cash Pledged time deposits Cash and cash equivalents Total current assets CURRENT LIABILITIES Trade creditors Sundry creditors, accruals and deposits received Due to directors Due to non-controlling shareholders Interest-bearing bank and other borrowings Finance lease payables Deferred income Tax payable Total current liabilities	The Group as at 30 September 2012 Pro forma adjustment HK$’000 HK$’000 (note 1) (note 2) 477,136 1,452,162 13,335 40,111 399,732 257,138 977,863 (825,000) 19,280 984,196 24,705 4,645,658 446,089 351,706 47,725 318,570 10,427 13,762 348,887 1,159,553 1,537,166 (144,216) (472,672) (325) (8,791) (568,565) (323) (11,243) (179,959) (1,386,094)	Unaudited pro forma information of the Remaining Group HK$’000 477,136 1,452,162 13,335 40,111 399,732 257,138 152,863 19,280 984,196 24,705 3,820,658 446,089 351,706 47,725 318,570 10,427 13,762 1,508,440 2,696,719 (144,216) (472,672) (325) (8,791) (568,565) (323) (11,243) (179,959) (1,386,094)

– 47 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Due to a director Due to non-controlling shareholders Interest-bearing bank and other borrowings Finance lease payables Derivative financial instrument Deferred income Deposits received Deferred tax Total non-current liabilities Net assets EQUITY Equity attributable to owners of the parent Issued capital Reserves Non-controlling interests Total equity	151,072 4,796,730 (32,222) (48,706) (577,123) (2,156) (8,914) (204,387) (6,425) (423,866) (1,303,799) 3,492,931 115,142 3,083,766 334,553 3,198,908 294,023 3,492,931 The Group as at 30 September 2012 Pro forma adjustment HK$’000 HK$’000 (note 1) (note 2)	1,310,625 5,131,283 (32,222) (48,706) (577,123) (2,156) (8,914) (204,387) (6,425) (423,866) (1,303,799) 3,827,484 115,142 3,418,319 3,533,461 294,023 3,827,484 Unaudited pro forma information of the Remaining Group HK$’000

– 48 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT OF THE REMAINING GROUP FOR THE YEAR ENDED 31 MARCH 2012

REVENUE Cost of sales Gross profit Other income and gains Selling and distribution expenses Administrative expenses Other expenses, net Finance costs Share of profits and losses of associates PROFIT BEFORE TAX Income tax expense PROFIT FOR THE YEAR Attributable to: Owners of the parent Non-controlling interests	The Group for the year ended 31 March 2012 Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 (note 3) (note 4) (note 5) 1,172,769 (697,751) 475,018 122,389 183,000 (18,750) (177,813) (121,688) (21,801) (42,626) (1,087) 232,392 (76,128) 156,264 113,105 183,000 (18,750) 43,159 156,264	Unaudited pro forma information of the Remaining Group HK$’000 1,172,769 (697,751)
		475,018 286,639 (177,813) (121,688) (21,801) (42,626) (1,087)
		396,642 (76,128)
		320,514
		277,355 43,159
		320,514

– 49 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF THE REMAINING GROUP FOR THE YEAR ENDED 31 MARCH 2012

PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME/(LOSS) Available-for-sale investment: Change in fair value Reclassification adjustment for gain on disposal included in consolidated income statement Exchange differences on translation of foreign operation OTHER COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR TOTAL COMPREHENSIVE INCOME FOR THE YEAR Attributable to: Owners of the parent Non-controlling interests	The Group for the year ended 31 March 2012 Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 (note 3) (note 4) (note 5) 156,264 183,000 (18,750) (186,683) 157,500 – 31,553 54,519 (132,164) 24,100 (25,292) 214,553 138,750 49,392 24,100	Unaudited pro forma information of the Remaining Group HK$’000 320,514
		(29,183) 31,553 54,519
		56,889
		377,403
		328,011 49,392
		377,403

– 50 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS OF THE REMAINING GROUP FOR THE YEAR ENDED 31 MARCH 2012

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Bank interest income Interest income from other receivable Dividend income from available-for-sale listed investment Gain on disposal of available-for-sale investment Depreciation Equity-settled share option expense Finance costs Fair value loss on financial assets at fair value through profit or loss, net Loss on disposal of items of property, plant and equipment Impairment of trade debtors Fair value loss on derivative instruments – transaction not qualifying as hedges Recognition of prepaid land lease payment Share of profits and losses of associates Changes in fair value of investment properties, net Increase in properties under development Decrease in properties held for sales Increase in inventories Increase in debtors, deposits and prepayments Increase in trade creditors Increase in sundry creditors, accruals and deposits received Decrease in deferred income Increase in deposits received Decrease in amounts due to directors	The Group for the year ended 31 March 2012 Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 (note 3) (note 4) (note 5) 232,392 183,000 (18,750) (2,683) (137) (22,224) 18,750 – (183,000) 40,735 1,685 42,626 26 214 2,154 11,085 404 1,087 (91,335) 216,029 (311,029) 141,780 (810) (35,078) 52,793 31,703 (55,536) 878 (8,521)	Unaudited pro forma information of the Remaining Group HK$’000 396,642 (2,683) (137) (3,474) (183,000) 40,735 1,685 42,626 26 214 2,154 11,085 404 1,087 (91,335)
		216,029 (311,029) 141,780 (810) (35,078) 52,793 31,703 (55,536) 878 (8,521)

– 51 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Cash generated from operations Hong Kong profits tax paid Mainland China tax paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Bank interest received Interest received from an other receivable Realised fair value loss on derivative financial instruments – transactions not qualifying as hedges Dividend received from available-for-sale investment Proceeds from disposal of available-for-sale investment, net Proceeds from redemption of an other receivable Purchases of items of property, plant and equipment Proceeds from disposal of items of property, plant and equipment Purchase of investment properties Purchase of financial assets at fair value through profit or loss Repayment from a director Increase in pledged time deposits Increase in restricted cash Decrease in time deposits with original maturity of more than three months Increase in advances to associates, net Net cash flows from/(used in) investing activities	32,209 (514) (15,585) 16,110 2,683 137 (3,336) 22,224 (18,750) – 1,159,553 11,626 (43,097) 535 (947) (8,940) 652 (5,247) (9,784) 6,356 (35,036) (62,174) The Group for the year ended 31 March 2012 Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 (note 3) (note 4) (note 5)	32,209 (514) (15,585) Unaudited pro forma information of the Remaining Group HK$’000
		16,110
		2,683 137 (3,336) 3,474 1,159,553 11,626 (43,097) 535 (947) (8,940) 652 (5,247) (9,784) 6,356 (35,036)
		1,078,629

– 52 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares upon exercise of share options New bank loans New other loans Repayment of bank loans Repayment of other loans Dividends paid Dividends paid to non-controlling shareholders Changes in balances with non-controlling shareholders, net Interest paid Net cash flows from financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS Cash and cash equivalent at beginning of year Effect of foreign exchange rate changes, net CASH AND CASH EQUIVALENTS AT END OF YEAR ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS Cash and cash equivalents as stated in the statement of financial position Time deposits with original maturity of less than three months when acquired, pledged as security for general banking facilities and short term bank loans Cash and cash equivalents as stated in the consolidated statement of cash flows	90 646,771 91,050 (452,570) (45,282) (22,882) (37,493) 14,323 (53,180) 140,827 94,763 217,244 6,959 318,966 305,200 1,159,553 (18,750) 13,766 318,966 The Group for the year ended 31 March 2012 Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 (note 3) (note 4) (note 5)	90 646,771 91,050 (452,570) (45,282) (22,882) (37,493) 14,323 (53,180) 140,827 1,235,566 217,244 6,959 1,459,769 1,446,003 13,766 1,459,769 Unaudited pro forma information of the Remaining Group HK$’000

– 53 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Notes:

• (1) The balances are extracted from the unaudited condensed consolidated statement of financial position of the Group as at 30 September 2012 as set out in the published interim report of the Group for the six months ended 30 September 2012.

• (2) The adjustment reflects the full derecognition of Sale Shares, the recognition of the net proceeds from the Disposal (being the Consideration less estimated transaction costs) and the resulting estimated gain on Disposal, as if the Disposal had been fully taken place and completed on 30 September 2012.

Consideration Less: estimated transaction costs Net proceeds from the Disposal Carrying amount of the Sale Shares as at 30 September 2012 Release of available-for-sale investment revaluation reserve attributable to the Sale Shares as at 30 September 2012 Estimated gain on Disposal	HK$’000 1,162,500 (2,947)
	1,159,553 (825,000) (151,553)
	183,000

It is assumed that no Second Payment Deferral Fee and no Final Payment Deferral Fee is payable as the entire Consideration is assumed to be fully paid on 30 September 2012 in exchange for all the Sale Shares on 30 September 2012. And the Directors do not expect the estimated gain on Disposal is chargeable to tax.

(3) The balances are extracted from the audited consolidated income statement, consolidated statement of comprehensive income and consolidated statement of cash flows of the Group for the year ended 31 March 2012 as set out in the published annual report of the Group for the year ended 31 March 2012.

– 54 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

• (4) The adjustment reflects the full derecognition of Sale Shares, the recognition of the net proceeds from the Disposal (being the Consideration less estimated transaction costs) and the resulting estimated gain on Disposal, as if the Disposal had been fully taken place and completed on 1 April 2011.

Consideration Less: estimated transaction costs Net proceeds from the Disposal Carrying amount of the Sale Shares as at 1 April 2011 Release of available-for-sale investment revaluation reserve attributable to the Sale Shares as at 1 April 2011 Estimated gain on Disposal	HK$’000 1,162,500 (2,947)
	1,159,553 (945,000) (31,553)
	183,000

It is assumed that no Second Payment Deferral Fee and no Final Payment Deferral Fee is payable as the entire Consideration is assumed to be fully paid on 1 April 2011 in exchange for all the Sale Shares on 1 April 2011. And the Directors do not expect the estimated gain on Disposal is chargeable to tax.

• (5) The adjustments reflect the exclusion of dividend income of HK$18,750,000 earned from the Sale Shares and the change in fair value of the Sale Shares of HK$157,500,000 for the year ended 31 March 2012 as if the Disposal had been fully completed on 1 April 2011.

• (6) The above adjustments are not expected to have a continuing effect on financial performance of the Remaining Group.

• (7) Subsequent to 30 September 2012, in February 2013, the Company has successfully placed convertible notes in an aggregate principal amount of HK$80,000,000. The net proceeds of approximately HK$78,000,000 will be used by the Company as general working capital. This placing of convertible notes has not been included in the Unaudited Pro Forma Financial Information.

– 55 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

2. LETTER ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

22/F, CITIC Tower 1 Tim Mei Avenue Central, Hong Kong

13 March 2013

The Directors

Tak Sing Alliance Holdings Limited 26/F Wyler Centre II 200 Tai Lin Pai Road

Kwai Chung

New Territories Hong Kong

Dear Sirs,

We report on the unaudited pro forma financial information (the “Unaudited Pro Forma Financial Information”) of Tak Sing Alliance Holdings Limited (the “Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”), which has been prepared by the directors of the Company (the “Directors”) for illustrative purposes only, to provide information about how the proposed disposal of the Group’s interest in China South City Holdings Limited (the “Disposal”) might have affected the relevant financial information presented, for inclusion in Appendix III to the circular of the Company dated 13 March 2013 (the “Circular”). The basis of preparation of the Unaudited Pro forma Financial Information is set out on pages 46 to 55 to the Circular.

Respective Responsibilities of the Directors and the Reporting Accountants

It is the responsibility solely of the Directors to prepare the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

– 56 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Basis of Opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the HKICPA. Our work consisted primarily of comparing the unadjusted financial information with source documents, considering the evidence supporting the adjustments, and discussing the Unaudited Pro Forma Financial Information with the Directors. This engagement did not involve independent examination of any of the underlying financial information.

Our work did not constitute an audit or a review made in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the HKICPA, and accordingly, we do not express any such audit or review assurance on the Unaudited Pro Forma Financial Information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the bases stated, that such bases are consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

– 57 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

The Unaudited Pro Forma Financial Information is for illustrative purposes only, based on the judgements and assumptions of the Directors, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of:

• (a) the financial position of the Group after the completion of the Disposal (the “Remaining Group”) as at 30 September 2012 or any future dates, or

• (b) the results and cash flows of the Remaining Group for the year ended 31 March 2012 or any future periods.

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the Directors on the bases stated;

• (b) such bases are consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

Ernst & Young

Certified Public Accountants Hong Kong

– 58 –

GENERAL INFORMATION

APPENDIX IV

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 Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTORS’ INTERESTS IN THE SECURITIES OF THE GROUP

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 or any of its associated corporations (within the meaning of Part XV of the SFO) which (a) 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 (b) were required pursuant to Section 352 of the SFO to be entered in the register referred therein; or which (c) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”) under the Listing Rules, were as follows:

Long position in the Shares

(a) The Company

								Percentage
		Number of ordinary shares held				Underlying		of the
		and nature of interest				shares		Company’s
		Personal	Family		Other	pursuant to		issued share
Name of director	Capacity	interests	interests	interests		share options	Total	capital
						(note 1)
Ma Kai Cheung	Beneficial owner,	237,628,172	9,300,000	259,129,025		3,000,000	509,057,197	44.11
	interest of spouse		(note 2)	(note 3)
	and beneficiary of
	trust
Ma Kai Yum	Beneficial owner,	41,834,260	3,200,000	101,201,040		10,000,000	156,235,300	13.54
	interest of spouse		(note 4)	(notes	5 & 6)
	and beneficiary of
	trust
Chan Sheung Lai	Beneficial owner	–	–		–	9,000,000	9,000,000	0.7 8
Ng Yan Kwong	Beneficial owner	11,768,000	–		–	3,500,000	15,268,000	1.32
Ma Hung Ming, John	Beneficial owner, and	310,000	3,044,000		–	10,500,000	13,854,000	1.20
	interest of spouse		(note 7)
Lo Ming Chi, Charles	Beneficial owner	–	–		–	150,000	150,000	0.01

– 59 –

GENERAL INFORMATION

APPENDIX IV

Notes:

• (1) The underlying shares represent interests of options granted to the Directors and senior executive under a share option scheme which took effect on 10 October 2005 to acquire shares of the Company .

• (2) The shares were owned by Cheung Lin Kiu, the spouse of Ma Kai Cheung.

• (3) Ma Kai Cheung and his family are the objects of a discretionary trust which effectively owns the entire issued share capital of Regent World Investments Limited (“Regent World”) and 70% of the entire issued share capital of Bond Well Investments Limited (“Bond Well”). At the Latest Practicable Date, Regent World owned 184,121,625 shares and Bond Well owned 75,007,400 shares of the Company.

• (4) The shares were owned by Kwok Kit Mei, the spouse of Ma Kai Yum.

• (5) Ma Kai Yum and his family are the objects of a discretionary trust which effectively owns the entire issued share capital of Grand Wealth Investments Limited (“Grand Wealth”) and Peaceful World Limited (“Peaceful World”). At the Latest Practicable Date, Grand Wealth and Peaceful World owned 74,651,040 and 19,050,000 shares of the Company, respectively.

• (6) Peaceful World owns the entire issued share capital of Real Potential Limited (“Real Potential”). At the Latest Practicable Date, Real Potential owned 7,500,000 shares of the Company. The interests of Real Potential in the Company are therefore deemed to be the interests of Peaceful World in which Ma Kai Yum is also deemed to have interests for the reason as stated in note 5 above.

• (7) The shares were owned by Choi Ka Man, Carmen, the spouse of Ma Hung Ming, John.

– 60 –

GENERAL INFORMATION

APPENDIX IV

(b) Subsidiaries

					Percentage of
					the subsidiary’s
					issued share
					capital
	Name of		Number of	Type of	(ordinary
Name of subsidiary	director	Capacity	shares held	shares	shares)
Carrianna Chiu Chow	Ma Kai Yum	Beneficiary of trust	15,000	Ordinary	1.5
Restaurant (T.S.T.) Limited
Ginza Development	Ma Kai Cheung	Beneficial owner	15	Ordinary	2.5
Company Limited
Ginza Development	Ma Kai Yum	Beneficiary of trust	18	Ordinary	3
Company Limited
Gartrend Development	Ma Kai Cheung	Beneficial owner	500,000	Non-voting	N/A
Limited				deferred
Gartrend Development	Ma Kai Yum	Beneficial owner	500,000	Non-voting	N/A
Limited				deferred
Tak Sing Alliance Limited	Ma Kai Cheung	Beneficial owner	9,000	Non-voting	N/A
				deferred
Tak Sing Alliance Limited	Ma Kai Yum	Beneficial owner	1,000	Non-voting	N/A
				deferred
海南佳寧娜（寰球）酒樓	Yuen Wai Man	Beneficial owner	N/A	N/A	10
有限公司
海南佳寧娜食品有限公司	Yuen Wai Man	Beneficial owner	N/A	N/A	10
昆明佳寧娜食品有限公司	Ma Kai Cheung	Beneficial owner	N/A	N/A	15
昆明佳寧娜食品有限公司	Yuen Wai Man	Beneficial owner	N/A	N/A	15
上海佳寧娜餐飲管理	Yuen Wai Man	Beneficial owner	N/A	N/A	10
有限公司

– 61 –

APPENDIX IV

GENERAL INFORMATION

					Percentage of
					the subsidiary’s
					issued share
					capital
	Name of		Number of	Type of	(ordinary
Name of subsidiary	director	Capacity	shares held	shares	shares)
上海佳寧娜餐飲管理	Ma Hung Ming,	Beneficial owner	N/A	N/A	15
有限公司	John
武漢佳寧娜餐飲有限公司	Yuen Wai Man	Beneficial owner	N/A	N/A	20
武漢佳寧娜餐飲有限公司	Ma Hung Ming,	Beneficial owner	N/A	N/A	10
	John
深圳佳寧娜貴賓樓飯店	Yuen Wai Man	Beneficial owner	N/A	N/A	15
有限公司
武漢佳寧娜酒店管理	Yuen Wai Man	Beneficial owner	N/A	N/A	12
有限公司
北京佳寧娜酒店管理	Yuen Wai Man	Beneficial owner	N/A	N/A	25
有限公司

In addition to the above, Dr. Ma Kai Cheung and Mr. Ma Kai Yum have non-beneficial personal equity interests in certain subsidiaries held for the benefit of the Group solely for the purpose of complying with their minimum company membership requirements.

All the interests stated above represent long positions. Save as disclosed above, as at the Latest Practicable Date, none of the directors or chief executives of the Company, nor their associates had any interests or short positions in the shares, underlying shares or debentures of the Company, or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

– 62 –

GENERAL INFORMATION

APPENDIX IV

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register kept by the Company under Section 336 of the SFO and so far as was known to the Directors, the following persons or corporations (other than a Director or chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Long position in the Shares

			Number of	Percentage of the
			ordinary	Company’s issued
Name of shareholder	Capacity	Notes	shares held	share capital
East Asia International	Trustee	a	360,330,065	31.22
Trustees Limited
Golden Yield Holdings Limited	Interest in controlled	b	259,129,025	22.45
	corporations
Wealthy Platform Limited	Interest in controlled	c	101,201,040	8.77
	corporations
Regent World Investments Limited	Holding corporation	b	184,121,625	15.95
Bond Well Investments Limited	Holding corporation	b	75,007,400	6.50
Grand Wealth Investments Limited	Holding corporation	c	74,651,040	6.47

Notes:

• a. East Asia International Trustees Limited (“EAIT”) is the trustee of a discretionary trust of which Mr. Ma Kai Cheung and his family are the objects and through its wholly-owned subsidiary, Golden Yield Holdings Limited (“Golden Yield”), EAIT was indirectly interested in 259,129,025 shares of the Company. EAIT is also the trustee of a discretionary trust of which Mr. Ma Kai Yum and his family are the objects and through its wholly-owned subsidiary, Wealthy Platform Limited (“Wealthy Platform”), EAIT was indirectly interested in 101,201,040 shares in the Company. As at the Latest Practicable Date, EAIT was effectively interested in a total of 360,330,065 shares of the Company.

• b. Golden Yield owns the entire issued share capital of Regent World and 70% of the entire issued share capital of Bond Well, thus indirectly interested in a total of 259,129,025 shares of the Company. The total shares held by both Regent World and Bond Well are the same block of shares as disclosed in “Other interests” of Mr. Ma Kai Cheung under the section headed “Directors’ Interests in the Securities of the Group” set out above.

• c. Wealthy Platform owns the entire issued share capital of Grand Wealth and Peaceful World and indirectly owns the entire issued share capital of Real Potential through Peaceful World, thus indirectly interested in 101,201,040 shares of the Company. The total shares held by Grand Wealth, Peaceful World and Real Potential are the same block of shares as disclosed in “Other interests” of Mr. Ma Kai Yum under the section headed “Directors’ Interests in the Securities of the Group” set out above.

– 63 –

GENERAL INFORMATION

APPENDIX IV

Save as disclosed above, the Directors are not aware of any other persons who, as at the Latest Practicable Date, had registered an interest or short position in the shares or underlying shares of the Company in the register that was required to be kept under Section 336 of the SFO.

4. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates had any interest in any business which competes or may compete, either directly or indirectly, with the business of the Group, or has or may have any other conflicts of interest with the Group pursuant to Rule 8.10 of the Listing Rules.

5. DIRECTORS’ SERVICE CONTRACTS

Mr. Ma Kai Cheung had entered into a service contract with the Company. The contract has no fixed terms of engagement and is subject to termination by either party giving three months’ notice in writing.

Mr. Chan Sheung Lai had entered into a service contract with the Company. The contract has no fixed terms of engagement and is subject to retirement by rotation as required by the Company’s Bye-laws and termination by either party giving three months’ notice in writing.

Mr. Ng Yan Kwong had entered into a service contract with the Company. The contract has no fixed terms of engagement and is subject to retirement by rotation as required by the Company’s Bye-laws and termination by either party giving three months’ notice in writing.

Mr. Ma Kai Yum, Mr. Ma Hung Ming, John and Mr. Yuen Wai Man had no service contract with the Company.

The independent non-executive Directors of the Company have been appointed for a term subject to retirement by rotation as required by the Company’s Bye-laws.

Save as disclosed above, none of the Directors had any existing or proposed service contract with the Group or associated companies which is not expired or determinable by the employer within one year without payment of compensation (other than statutory compensation).

– 64 –

GENERAL INFORMATION

APPENDIX IV

6. DIRECTOR’S INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which was subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group. As at the Latest Practicable Date, none of the Directors has any interest, directly or indirectly, in any assets which have been, since 31 March 2012 (being the date to which the latest published audited consolidated financial statements of the Company were made up), acquired or disposed of or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

7. MATERIAL CONTRACTS

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

• (a) the Sale and Purchase Agreement;

• (b) a deed of undertaking dated 6 February 2013 entered into by the Company in favour of the Purchaser, which took effect upon the First Payment having been received and cashed in by the Vendor in accordance with the Sale and Purchase Agreement, whereby the Company shall grant a right of first refusal to the Purchaser in respect of all 888,966,649 CSC Shares, representing approximately 14.69% of the issued share capital of China South City held by the Vendor as at the date of the said deed of undertaking, every time the Vendor proposes to sell all or part of such CSC Shares to a third party; and

• (c) a placing agreement dated 1 February 2013 entered into between the Company as issuer and Huatai Financial Holdings (Hong Kong) Limited as the placing agent in relation to the placing by or on behalf of the said placing agent of convertible notes to be issued by the Company in the aggregate principal amount of HK$80,000,000 on a best effort basis .

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GENERAL INFORMATION

APPENDIX IV

8. LITIGATION

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

9. EXPERT

• (a) The following is the qualification of the expert who has given opinion or advice contained in this circular:

Name

Qualification

Ernst & Young Certified Public Accountants

• (b) As at the Latest Practicable Date, Ernst & Young had no shareholding interest 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 of any member of the Group.

• (c) Ernst & Young has given and has not withdrawn its written consent to the issue of this circular, with inclusion of its letter and references to its name in the form and context in which it is included.

• (d) As at the Latest Practicable Date, Ernst & Young was not interested, directly or indirectly, in any assets which had since 31 March 2012 (being the date to which the latest published audited accounts of the Company were made up) been acquired or disposed of by or leased to any member of the Group or which are proposed to be acquired or disposed of by or leased to any member of the Group.

10. GENERAL

• (a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

• (b) The head office and principal place of business of the Company is situated at 26/F, Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories in Hong Kong and 5/F Carrianna Friendship Square, 2002 Renminnan Road, Lo Wu District, Shenzhen in the PRC.

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GENERAL INFORMATION

APPENDIX IV

• (c) The Hong Kong share registrars and transfer office is Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East Hong Kong.

• (d) The company secretary of the Company is Mr. NG, Yan Kwong. Mr. Ng holds a Bachelor’s degree in Commerce from the University of Newcastle in Australia and is a member of the Hong Kong Institute of Certified Public Accountants and CPA Australia. Before joining the Group, Mr. Ng was the finance director of a US beverage company operating in Mainland China. Mr. Ng has more than 10 years corporate and financial management experience with multinational consumer product companies in South East Asia and the Greater China region. He also has substantial working experience in public accountancy practice with a major international accounting firm.

• (e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text thereof.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at 26/F, Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong, during normal business hours from 9:00 a.m. to 6:00 p.m. on any Business Day from the date of this circular up to and including the date of the SGM:

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

• (b) the annual reports of the Company for the two years ended 31 March 2011 and 31 March 2012 respectively;

• (c) the unaudited interim report of the Company for the six months ended 30 September 2012;

• (d) the letter from Ernst & Young on the unaudited pro forma financial information of the Remaining Group, the text of which is set out in Appendix III to this circular;

• (e) the letter of consent from Ernst & Young referred to in the paragraph “Expert” in this appendix;

• ( f) the service contracts referred to in the paragraph headed “Directors’ Service Contracts” and the material contracts referred to in the paragraph headed “Material Contracts” in this appendix; and

• ( g) this circular.

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NOTICE OF SPECIAL GENERAL MEETING

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00126)

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Tak Sing Alliance Holdings Limited (the “ Company ”) will be held at 26/F., Wyler Centre, Phase II, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Thursday, 28 March 2013 at 9: 30 a.m. for the purposes of considering and, if thought fit, passing with or without modifications, the following ordinary resolution of the Company:

“ That

• (a) the terms of a sale and purchase agreement dated 6 February 2013 (the “ Agreement ”) and entered into between Carrianna Development Limited (the “ Vendor ”), an indirectly wholly-owned subsidiary of the Company, as vendor, Chen’s International Investment Limited as purchaser, the Company as the Vendor’s guarantor and Mr. Chen Hong Tian（陳紅天）as purchaser’s guarantor in relation to the sale and purchase of 750,000,000 ordinary shares of China South City Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 1668), a copy of the Agreement is tabled at the Meeting, marked “A” and initialed by the chairman of the Meeting for identification, the transactions contemplated thereunder and the execution and the performance thereof by the Company and the Vendor be and are hereby approved, confirmed and ratified in all respects; and

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NOTICE OF SPECIAL GENERAL MEETING

• (b) any director of the Company be and is hereby authorised generally to do all acts, deeds and things, to take all steps, and to approve, sign and execute all documents (including the affixation of the common seal of the Company where execution under seal is required), as he/she may in his/her sole and absolute discretion consider necessary, desirable or expedient for the purpose of or in connection with carrying into effect, giving effect to, implementing or completing any of the transactions relating to or contemplated under the Agreement, and any and all actions heretofore taken by any one director of the Company that are consistent with the aforesaid be and are hereby approved, confirmed and ratified in all respects.”

By order of the Board Tak Sing Alliance Holdings Limited Dr. Ma Kai Cheung Chairman

Hong Kong, 13 March 2013

Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her/its behalf. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, at the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he/she/it so wish and in such event, the form of proxy shall be deemed to be revoked.

3. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she/it was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

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