Talent Property Group Limited — Proxy Solicitation & Information Statement 2013

Jun 25, 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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Talent Property Group Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*] (Incorporated in Bermuda with limited liability) (Stock Code: 00760)

VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE PROPOSED DISPOSAL OF 100% OF THE ENTIRE EQUITY INTERESTS IN GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

A letter from the Board is set out on pages 3 to 11 of this circular.

A notice convening the SGM to be held at Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 12 July 2013 at 03:00 p.m. is set out on pages 55 to 56 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

• For identification purposes only

26 June 2013

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	— FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . . .	12
APPENDIX II	— FINANCIAL INFORMATION OF GUANGZHOU JUNYU
	HOTEL INVESTMENT LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
APPENDIX III	— UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
	THE REMAINING GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
APPENDIX IV	— VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
APPENDIX V	— GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
NOTICE OF SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		55

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DEFINITIONS

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

• ‘‘associates’’ has the meaning given to it under the Listing Rules

• ‘‘Board’’ the board of Directors

‘‘Company’’ Talent Property Group Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

• ‘‘connected person’’

has the meaning given to it under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hilton Guangzhou Tianhe’’ or ‘‘Hotel’’

Hilton Guangzhou Tianhe, the main asset of the Target

• ‘‘HK$’’

Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

• ‘‘Hotel Manager’’

• ‘‘Independent Third Party’’

• 希爾頓酒店管理(上海)有限公司 (Hilton Hotel Management (Shanghai) Co. Ltd.*), the hotel manager of Hilton Guangzhou Tianhe according to the management agreement entered with the Target third parties independent of the Company and connected persons (with the meaning ascribed under the Listing Rules) of the Company

• ‘‘Latest Practicable Date’’ 24 June 2013, being the latest practicable date for ascertaining certain information referred to in this circular prior to printing of this circular

• ‘‘Listing Rules’’

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

• ‘‘Long Stop Date’’

• the 120th day fall from the date of the Sale and Purchase Agreement

• ‘‘PRC’’

• The People’s Republic of China (for the purpose of this circular, excluding Hong Kong and Macau Special Administrative Region)

• ‘‘Proposed Disposal’’ the disposal of the 100% equity interests in the Target by the Vendor to the Purchaser

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DEFINITIONS

• ‘‘Purchaser’’ 金盈灃股權投資基金(深圳)股份公司 (Jinyingfeng Equity Investment Fund (Shenzhen) Co., Ltd.*), an equity investment fund established in the PRC with limited liability

• ‘‘Remaining Group’’ the Group, excluding the Target

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

• ‘‘Sale and Purchase Agreement’’ the agreement, dated 16 May 2013, entered into between the Vendor and the Purchaser in relation to the sale and purchase of the 100% equity interests in the Target

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

• ‘‘SGM’’ the special general meeting of the Company to be held on 12 July 2013 at 03:00 p.m. to approve, amongst other things, the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement

• ‘‘Shareholders’’ holders of the Shares ‘‘Shares’’ ordinary shares of HK$0.004 each in the share capital of the Company

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Target’’ 廣州君譽酒店投資有限公司 (Guangzhou Junyu Hotel Investment Limited*), a company incorporated in the PRC and an indirect wholly owned subsidiary of the Company

• ‘‘Vendor’’ 新天地產集團有限公司 (Xintian Property Group Co., Ltd.*), a company incorporated in the PRC and an indirect wholly owned subsidiary of the Company

• ‘‘%’’ per cent.

For the purpose of this circular, unless otherwise specified, translations of RMB into HK$ are made for illustration purposes only at the exchange rate of RMB1 to HK$1.2552.

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LETTER FROM THE BOARD

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TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

Executive Directors: Mr. Ng Pui Keung Mr. You Xiaofei

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors: Mr. Lo Wai Hung Ms. Pang Yuen Shan Christina Mr. Chan Chi Mong Hopkins

Head office and principal place of business in Hong Kong: Unit 1217 North Tower Concordia Plaza No. 1 Science Museum Road Tsim Sha Tsui East, Kowloon Hong Kong

26 June 2013

To the Shareholders

Dear Sir and Madam,

VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE PROPOSED DISPOSAL OF 100% OF THE ENTIRE EQUITY INTERESTS IN GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

INTRODUCTION

Reference is made to the announcements dated 18 March 2013 and 20 May 2013 issued by the Company in relation to the Proposed Disposal.

The purpose of this circular is to provide you with, among other things, the details of the Proposed Disposal, and to give the Shareholders the notice of SGM and other information required by the Listing Rules.

• For identification purposes only

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LETTER FROM THE BOARD

PROPOSED DISPOSAL

On 18 March 2013, the Group entered into the letter of intent with the Purchaser in relation to the Proposed Disposal. On 16 May 2013, the Vendor, an indirectly wholly owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Purchaser and pursuant to which the Purchaser has conditionally agreed to acquire and the Vendor has conditionally agreed to sell 100% of the equity interests in the Target.

PRINCIPAL TERMS OF THE SALE AND PURCHASE AGREEMENT

Date:

16 May 2013 (after trading hours)

Parties:

• (i) 新天地產集團有限公司 (Xintian Property Group Co., Ltd.*), an indirectly wholly owned subsidiary of the Company, as the Vendor; and

• (ii) 金盈灃股權投資基金（深圳）股份公司 (Jinyingfeng Equity Investment Fund (Shenzhen) Co., Ltd.*) as the Purchaser.

The Purchaser is an equity investment fund established in the PRC with limited liability and principally engaged in investment holding. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Purchaser and its respective associates are Independent Third Parties.

Assets to be disposed

The Target is directly wholly owned by the Vendor and its main asset is the Hotel. As at the Latest Practicable Date, the registered and paid-up capital of the Target amounted to RMB358 million.

Consideration

The consideration for the Proposed Disposal is determined at after arm’s length negotiation with reference to, amongst other things, the net asset value as at 31 December 2012 (including the valuation of the Hotel as at 31 December 2012 of approximately RMB1,456 million valued by an independent professional valuer B.I. Appraisals Limited using direct comparison method and crossreferenced with income method), financial and operation performance of the Target, the instant availability of a well established five star standard luxury hotel and the prevailing market conditions of the hotel industry in Guangzhou, the PRC. The consideration of the Proposed Disposal is at RMB1,690 million (equivalent to approximately HK$2,116.2 million) deducting the outstanding bank borrowings and construction costs payable by the Target subject to the adjustment as at the date of the last tranche payment as stated below. For illustration purpose, the outstanding bank borrowings and construction costs amounted to approximately RMB675 million (equivalent to approximately

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LETTER FROM THE BOARD

HK$845.2 million) based on the audited financial statements of the Target as at 31 December 2012 and the expected net consideration for the Proposed Disposal is approximately RMB1,015 million (equivalent to approximately HK$1,274.0 million) (the ‘‘Net Consideration’’).

Conditions precedent

The Sale and Purchase Agreement shall become effective upon satisfaction of, among others:

• (i) the approval of the Sale and Purchase Agreement and the transactions contemplated thereunder by Shareholders at the SGM pursuant to the Listing Rules; and

• (ii) all necessary consents and approvals, including consent and approval from the Stock Exchange (if necessary) and the Hotel Manager having been obtained.

Payment terms

The Net Consideration shall be payable by the Purchaser to the Vendor by cash in four tranches, as follows:

• (i) the first tranche of no less than 20% of the Net Consideration (the deposit of RMB50.0 million paid by the Purchaser in March 2013 shall be applied towards in satisfying such payment) shall be paid within 7 business days from the date of the Sale and Purchase Agreement;

• (ii) the second tranche of 30% of the Net Consideration shall be paid within two months from the date when the Sale and Purchase Agreement becomes effective;

• (iii) the third tranche of 30% of the Net Consideration shall be paid within three months from the date when the Sale and Purchase Agreement becomes effective; and

• (iv) the last tranche of the remaining balance of the Net Consideration shall be paid within ten months from the date when the Sale and Purchase Agreement becomes effective. This payment is subject to the final adjustment of the changes in outstanding bank borrowings and construction costs payable by the Target during 31 December 2012 and this payment date. In the event that the Purchaser makes the last tranche payments earlier, the Vendor shall pay interest thereon at the prevailing oneyear benchmark lending rate published by the People’s Bank of China for the actual days of such early payment.

The Vendor shall assist the Purchaser to apply for the registration and transfer of the 40% equity interests in the Target with the relevant government authorities within 30 days upon the Purchaser having paid in aggregate 50% of the total Net Consideration. In the event that the registration and transfer of the 40% equity interests in the Target was delayed due to the cause of the Vendor, the Purchaser has the right to defer the third tranche payment until such registration finishes.

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LETTER FROM THE BOARD

Upon full payment of the Net Consideration by the Purchaser, the Vendor shall assist the Purchaser to apply for the registration and transfer of the remaining 60% equity interests in the Target within a specific period to be determined by the Purchaser in writing.

Termination and Indemnity

If any of the conditions precedent set out in the section ‘‘Conditions precedent’’ shall not be fulfilled by the Long Stop Date, the parties to the Sale and Purchase Agreement shall have the right to terminate the Sale and Purchase Agreement unilaterally without any indemnity. Under such circumstance, the Vendor shall refund the first tranche payment (including the deposit in the sum of RMB50 million) to the Purchaser without any interest within 5 days from the date the Vendor sends or receives the written termination notice to or from the Purchaser. In the event such refund amount is overdue, the Vendor is liable to pay an overdue penalty equal to 0.05% of any refund amount daily until the refund amount is fully paid. If such refund amount is still overdue by 30 business days, the Vendor is liable to pay an additional penalty of RMB50 million.

If the Purchaser fails to pay any of the tranche of the Net Consideration in accordance with the time set out under the Sale and Purchase Agreement, the Purchaser is liable to pay an overdue penalty on the delayed payment equal to 0.05% of any delayed payment daily until the delayed payment is fully paid.

In the event that either the first tranche or the second tranche payment payable by the Purchaser is overdue for more than 30 business days, the Vendor has the right and option to either terminate the Sale and Purchase Agreement unilaterally or continue to perform the Sale and Purchase Agreement. If the Vendor decides to terminate the Sale and Purchase Agreement, all previous payments made by the Purchaser to the Vendor shall not be refunded. If the Vendor decides to continue to perform the Sale and Purchase Agreement, the Purchaser is liable to pay an overdue penalty equal to 0.05% of any delayed payment, together with an additional penalty of RMB50 million. Under such circumstance, the longest payment overdue shall not exceed over 120 days.

In the event that either the third tranche or the last tranche payment payable by the Purchaser is overdue for more than 30 business days, the Vendor has the right and option to either terminate the Sale and Purchase Agreement unilaterally or continue to perform the Sale and Purchase Agreement. If the Vendor decides to terminate the Sale and Purchase Agreement, all payments made by the Purchaser to the Vendor shall not be refunded and the Purchaser is also liable to pay an additional penalty of RMB100 million. Under such circumstance, the Purchaser has no right to request the Vendor to buy back the 40% equity interests in the Target. The Vendor, however, has the right to request the Purchaser to sell the 40% equity interests in the Target back to the Vendor at a price no higher than 50% of all the payment made by the Purchaser while the Purchaser is still liable to pay an additional penalty of RMB100 million. If the Vendor decides to continue to perform the Sale and Purchase Agreement, the Vendor has the right to request the Purchaser to pay any remaining balance of the Net Consideration, together with an additional penalty of RMB100 million. Under such circumstance, the Vendor will proceed the registration and transfer the remaining equity interests in the Target upon full payment of the Net Consideration by the Purchaser.

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LETTER FROM THE BOARD

In the event that the Purchaser cannot receive the relevant equity interests in the Target in accordance with terms set out under the Sale and Purchase Agreement by more than 45 business days and such delay is due to the cause of the Vendor, the Purchaser has the right to terminate the Sale and Purchase Agreement unilaterally. If the Purchaser terminates the Sale and Purchase Agreement prior to the transfer of the 40% equity interests of the Target, the Vendor is liable to return double amount of the first tranche and second tranche payments the Vendor received. If the 40% equity interests of the Target have been transferred to the Purchaser and the Purchaser terminates the Sale and Purchase Agreement, the Vendor is liable to return all the payment made by the Purchaser, together with an additional penalty of RMB100 million. Under such circumstance, the Purchaser shall return the 40% equity interests in the Target within 5 business days upon full payment of the above refund and the penalty.

Transition period

The Vendor undertakes to the Purchaser during the period between the date of the Sale and Purchase Agreement, and the completion of the registration and transfer of the 100% of the entire equity interests in the Target and the receipt of verification notice issued by relevant industry and commerce bureau (the ‘‘Completion Date’’), including but not limited to the following:

• (i) no new contract(s) in the name of the Target or the Hotel will be entered, no new construction project(s) will be undertaken or additional liabilities will be incurred other than those conducted in the ordinary course of operation of the Hotel;

• (ii) no any material adverse change on the Hotel and the Target; and

• (iii) no revenue or profits of the Hotel or the Target will be distributed to its shareholder(s).

Completion

The obligations and liabilities of both parties to the Sale and Purchase Agreement shall be discharged on the Completion Date.

INFORMATION ON THE TARGET

The Target is an indirect wholly owned subsidiary of the Company. The Target is an investment holding company and its main asset is Hilton Guangzhou Tianhe, a five star standard luxury hotel located in Guangzhou, the PRC. Hilton Guangzhou Tianhe commenced operation in August 2011.

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LETTER FROM THE BOARD

Set out below is the audited financial information of the Target for the years ended 31 December 2011 and 2012:

		Year ended 31 December	Year ended 31 December
	2012		2011
		equivalent		equivalent
		amount in		amount in
	RMB’000	HK$’000	RMB’000	HK$’000
Revenue*	153,513	188,169	38,803	46,722
Net (loss) before taxation*	(25,529) (31,333)		(307,384)	(371,278)
Net (loss) after taxation*	(22,868) (28,030)		(260,723)	(313,932)
Other comprehensive loss
— exchange gain on translation of
financial statements	—	10,160	—	59,419
Net assets#	852,895	1,058,443	875,763	1,076,313

• The exchange rates of RMB to HK$ for profit and loss in the year 2011 and 2012 were 1:1.20408 and 1:1.22575 respectively.

• The exchange rates of RMB to HK$ for net assets in the year 2011 and 2012 were 1:1.229 and 1:1.241 respectively.

The Target was acquired by the Company among a group of project companies in 2010 and the valuation of the Hotel was approximately RMB1,308 million as at 31 July 2010, details of which can be referred to the circular of the Company dated 29 October 2010.

FINANCIAL IMPACT OF THE DISPOSAL ON THE GROUP

Upon completion, the Company will no longer have any interest in the Target and it will cease to be a subsidiary of the Company and the results of the Target will cease to be consolidated into the accounts of the Group. The Company expects to record a gain of approximately RMB162.1 million before corporate income tax payable by the Vendor, which is calculated by the Net Consideration minus the net asset value of the Target of approximately RMB852.9 million as at 31 December 2012. The final financial impact of the Proposed Disposal will be subject to the various book values of the Target as at the date of the last tranche payment as stated above and at the Completion Date.

The Group had audited total assets, total liabilities, total borrowing which includes bank borrowings, other unsecured borrowings and obligations under finance lease and net assets value of approximately HK$8,526.4 million, HK$7,660.8 million, HK$1,696.7 million and HK$865.6 million, respectively, as at 31 December 2012. The gearing ratio of the Group as at 31 December 2012 calculated by total borrowing divided by net assets value was approximately 196%. Upon completion of the Proposed Disposal, the total assets, total liabilities, total borrowing and net assets value of the Remaining Group will decrease to approximately HK$8,027.6 million, HK$7,198.1, HK$967.4 million and HK$829.6 million,

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LETTER FROM THE BOARD

respectively, as illustrated in the unaudited pro forma financial information of the Remaining Group set out in Appendix III to this circular, and the gearing ratio of the Remaining Group will also decrease to approximately 117%.

The Company expects that approximately 50% of the proceeds from the Proposed Disposal of approximately RMB508 million will be used as general working capital including the payment of construction cost payable for a project under development, namely Xintian Banshan (South Lake Village Phase II) and tax payable in relation to the Proposed Disposal and other property projects of the Company and the rest will be reserved for pursuing investment opportunities in other property development if and when they arise in the future. The actual use of the proceeds from the Proposed Disposal is subject to the progress of presale of Xintian Banshan and the prevailing property market condition in PRC.

REASONS FOR THE DISPOSAL

As at the Latest Practicable Date, the Company is principally engaged in property development, investment and management and hotel operation in the PRC. The Group has been undergoing a reorganisation of its businesses and projects with an objective to streamline its business into more property focus. On 12 April 2013, the Company entered into a sale and purchase agreement in relation to the disposal of the entire issued share capital of Master Base Limited, a wholly owned subsidiary of the Company which engages in the electronic products operation of the Group. As at the Latest Practicable Date, the sale of Master Base Limited has completed and the Company has discontinued the electronic products operation.

Since the opening of the Hilton Guangzhou Tianhe in 2011, its brand name has received increasing local recognition. However, market competition has been intensified. Before the acquisition of the Target during 2010, there were limited five star standard international branded hotels within a three kilometers region in the heart of the Tianhe district in Guangzhou, the PRC. At that time, each of those three hotels, namely, The Westin Guangzhou (廣州海航威斯汀酒店), Grand Hyatt Guangzhou (廣州富力君悅大酒店), The Ritz Carlton Hotel Guangzhou (廣州富力麗思卡爾頓酒店) had approximately 450, 350 and 370 guess rooms, respectively.

During the period from the acquisition of the Target to the Latest Practicable Date, more and more international branded hotels were opened within the region, including Sofitel Guangzhou Sunrich (廣州聖豐索菲特酒店), Sheraton Guangzhou Hotel (粵海喜來登酒店), Crown Plaza Guangzhou City Centre (廣州中心皇冠假日酒店), Marriott Guangzhou Tianhe (廣州正佳廣場萬豪酒店), Four Seasons Hotel Guangzhou (廣州四季酒店), Mandarin Oriental, Guangzhou (廣州文華東方酒店) and W Guangzhou (廣州W酒店), each with guess rooms of approximately 490, 450, 460, 320, 340, 260 and 310, respectively.

Although improving operating results were achieved through management effort since the opening of the Hotel, it was still ranked fifth place and fourth place in terms of occupancy rate and average room rate, respectively, among the five hotels within the same competitor set in accordance with market share reports compiled by STR Global Limited, a global hotel market surveryor, as at 30 April 2013.

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LETTER FROM THE BOARD

Despite the value of the hotel premise is high, the Group may only secure sufficient net operating cash inflow to meet its financing need and obtain net profit after depreciation, amortisation and finance costs through long-term operation and commitment. The Directors consider the Proposed Disposal represents a good opportunity for the Group to realise the value of the Target and concentrate resources on its real estate business; and would also enable the Group to strengthen its financial position and improve its gearing with an estimated pre-tax book gain of approximately RMB162.1 million before corporate income tax. Therefore, the Board is of the view that the terms of the Sale and Purchase Agreement are fair and reasonable and the entering into of the Sale and Purchase Agreement is in the interest of the Company and Shareholders as a whole.

Apart from the Hotel, the current main property projects of the Company are Xintian Banshan and Forest Hills.

Xintian Banshan is a high-end residential project with large-sized units located in the South Lake in Baiyun district of Guangzhou, the PRC, which is a scenic area characterised by hills and lakes. The total planned gross floor area of Xiantian Banshan is approximately 98,000 square meters. It comprises 4 blocks of 24 to 27-storey apartment buildings and 43 blocks 3 to 6-storey villas. The construction work of the project is in progress. The structural work of 2 blocks of apartment buildings and 8 blocks of villas was substantially completed. Pre-sale permit of gross floor area 27,982 square meters for the apartment buildings has been granted and pre-sale is underway. Due to stringent controls on residential property market by the PRC government to curb surging housing prices, the pace of contract sales of the project is slower than expected. Recently, the Company has allocated more resources to expedite the development and pre-sale of Xintian Banshan.

Forest Hills is the available for sale portion of the Linhe Cun Rebuilding project. The rebuilding project is jointly developed with Sun Hung Kai Properties Group and the Company owns 30% equity interest in the project. Forest Hills is located in the prosperous business area of Tianhe District, Guangzhou, the PRC, and close to both Guangzhou East railway station and an interchange of two metro lines. The gross floor area of the small to medium-sized units of the high-end residential buildings and premium offices was 145,000 and 33,000 square meters, respectively. As of the Latest Practicable Date, the construction of the residential units was in progress and most of the first batch pre-sales residential units with gross floor area of 40,127 square meters had been sold. Regarding the resettlement portion for the original villagers of the Linhe Cun, its structural construction work is substantially completed. The Company also holds some commercial investment properties for rental income. Those investment properties are located in Guangzhou, the PRC and Hong Kong mainly comprising shops and residential unit. From time to time, the Company has been identifying certain suitable acquisition opportunity that will leverage on its expertise in city redevelopment.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios calculated under the Listing Rules in respect of the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement are more than 75%, the Proposed Disposal constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules and is therefore subject to the

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LETTER FROM THE BOARD

reporting, announcement and Shareholders’ approval requirements under the Listing Rules. To the best knowledge, information and belief of the Directors having made all reasonable enquires, no Shareholder has a material interest in the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement. As such, no Shareholder will be required to abstain from voting on the resolution(s) to be proposed at the SGM to approve the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement.

THE SGM

A notice convening the SGM to be held on 12 July 2013 is set out on pages 55 to 56 of this circular.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the Proposed Disposal and the Sale and Purchase Agreement are on normal commercial terms and in the ordinary and usual course of business of the Company, and the Proposed Disposal is fair and reasonable so far as the Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed in the SGM to approve the Proposed Disposal and the transactions contemplated under the Sale and Purchase Agreement.

ADDITIONAL INFORMATION

Your attention is also drawn to the information contained in Appendix I to Appendix IV to this circular.

Yours faithfully, for and on behalf of the Board Ng Pui Keung Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The published audited consolidated financial statements of the Group for each of the three years ended 31 December 2010, 2011 and 2012 are disclosed in the Company’s annual reports for each of the three years ended 31 December 2010, 2011 and 2012 which can be accessed on both the website of the Stock Exchange (http://www.hkex.com.hk) and the website of the Company (http://www.760hk.com/).

2. INDEBTEDNESS

Borrowings

At the close of business on 30 April 2013, being the latest practicable date for the purpose of the statement of indebtedness prior to the printing of this circular, the Group had total outstanding indebtedness comprising secured bank loans of approximately RMB1,368.5 million, other unsecured borrowings and relevant accrued interest expenses of approximately RMB342.6 million, amount due to an associate of approximately RMB313.3 million, convertible notes with principal amount of HK$2,776.3 million, promissory notes with principal amount of HK$160 million and finance lease of approximately HK$225,000.

Pledged of assets

At the close of business on 30 April 2013, the Group had pledged the following amount of assets to secure the bank borrowings of the Group:

	RMB’000
Properties under development	1,959,588
Completed properties held for sale	505,960
Investment properties	258,840
Land and buildings	1,348,767

Restricted cash

As at the close of business on 30 April 2013, the Group had the restricted cash for the amount of approximately RMB11.0 million.

Contingent liabilities

As at 30 April 2013, the Group provided guarantees to the extent of approximately RMB121.9 million to banks in respect of mortgage loans provided by the banks to customers for the purchase of the developed properties of the Group. These guarantees provided by the Group to the banks would be released upon receiving the building ownership certificates of the respective properties by the banks from the customers as a pledge for security to the mortgage loans granted.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforesaid, and apart from intra-group liabilities and normal trade and other payables, the Group did not have any loan capital issued or agreed to be issued, debt securities issued and outstanding, authorised or otherwise created but unissued, term loans, other borrowings or indebtedness including bank overdrafts, liabilities under acceptances, acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, guarantees or other material contingent liabilities outstanding at the close of business on 30 April 2013.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that after taking into account the present internal resources and available bank and other loans of the Group, the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular, in the absence of any unforeseeable circumstances.

4. FINANCIAL AND TRADING PROSPECTS

After disposal of the Target, the Group is principally engaged in property investment, development and management in Guangzhou.

Regarding the real estate market of major cities in PRC, during 2012, sales started off pretty weak and slowly picked up in June on the back of required reserve ratio cut and supports from the easing of Home Provident Fund (住房公積金) at local government level. In early November 2012, the National People’s Congress of the PRC (中國全國人民代表大會) ended up without much change on the policy front, and since then market sentiments have vividly turned positive with strong underlying demand releasing, which was backed up by the rapid availability of home mortgages from commercial banks. The expectation of an increasing home-price trend has again built-up in general public’s mind. In this respect, on 20 February 2013, the State Council of the PRC (中國國務院) released five new policies to regulate the real estate market, including new initiatives aimed at streamlining the work responsibility system for property prices, controlling speculative property investments, increasing commodity housing and land supply, stepping up construction of affordable housing, as well as tightening controls of the market. On 1 March 2013, the central government of the PRC rolled out specific rules to further tighten the control of the property market amid expectations for climbing housing prices. The measures include income taxes to be levied on home owners who sell their homes to second-hand buyers, and increasing down payment rate and loan interest rate for buyers who purchase the second unit.

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APPENDIX I

The Group has disposed its projects in Hainan Province, the current property development and investment projects of the Group are focused in Guangzhou. Although Guangzhou is a first-tier city where its real estate market is subject to stringent control, the domestic fundamental demand is still strong. In order to tackle the challenges brought by these new control policies, the Group will put extra efforts on the pre-sale and the speeding up of the construction of its project under development, namely, Xiantian Banshan (South Lake Village Phase II). It is expected an after-tax net cash inflow can be generated from the sales of this project in near terms. The Company owns 30% equity interest in the Linhe Cun Rebuilding project as a minority shareholder and develops the project jointly with Sun Hung Kai Properties Group. The Group will continue to explore business opportunity in redevelopment project given Guangzhou municipal government set up a department called ‘‘Municipal Office of Three Olds Redevelopment’’ (市‘‘三舊’’改造辦) which is principally responsible to monitor all redevelopments of old towns, old factories and old villages in Guangzhou to ensure those projects conducted in an effective and efficient manner. With proven track record on redevelopment projects such as Linhe Cun Rebuilding project and direct access to the local villagers, it is expected that national and overseas property developers may follow the Linhe Cun Rebuilding project model and be keen to set up strategic cooperative relationship with the Company. In addition, with the proceeds from the Proposed Disposal as well as future sales proceeds from Xintian Banshan, it even enables the Group to conduct a redevelopment project by its own. From time to time, the Company has been identifying certain suitable acquisition opportunity that will leverage on its expertise in city redevelopment. Considering these prospects, the Board is going to concentrate on its property development business and will devote more resources to support its growth.

5. MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

Set out below is the management discussion and analysis on the Remaining Group for the three years ended 31 December 2010, 2011 and 2012:

Business and financial review

On 10 December 2010 (the ‘‘Acquisition Completion Date’’), the Group completed the acquisition of Talent Central Limited which, through its subsidiaries, holds interests in various real estate projects in the PRC (the ‘‘Previous Acquisition’’). Since then, the Group’s principal activities consist of real estate development, property investment, hotel operations, design and manufacture and sales of electronic products in the PRC, trading of equity investments and commodities.

Property development, investment and management

For the year ended 31 December 2010

Revenue totaling HK$64.0 million was recorded from the sales of properties as well as gross rental income from our investments properties and car parking spaces in Guangzhou, the PRC. Gross profit and segment profit amounted to HK$2.0 million and gross profit margin of 3.1% were recorded. It was the results of the real estate projects since the Acquisition Completion Date.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

For the year ended 31 December 2011

Revenue amounted to HK$296.8 million and HK$28.2 million were generated from the sales of properties and gross rental income from our investment properties and car parking spaces in Guangzhou, respectively. Approximately 670 units of car parking spaces and residential units of gross floor area (‘‘GFA’’) 1,570 square meters were sold. The increase of revenue was attributable to the consolidation of full year’s results of the business segment.

Gross profit of HK$20.6 million and gross profit margin of 6.3% were recorded in 2011. The strong upward momentum of property price in 2010 was halted by various austerity measures launched by the PRC Government. Hence, the properties were sold at a moderate price in 2011. However, the costs of properties sold during the year represent their fair values on the Acquisition Completion Date plus subsequent development costs. As a result, a slim gross profit margin was recorded.

A segment loss of HK$651.9 million was recorded. It was mainly attributable to (i) increased marketing expenses incurred for the pre-sale of residential units of the Hainan projects and various selling expenses for the sales of properties in Guangzhou; (ii) increased administrative and other operating expenses due to the consolidation of full year results; (iii) provision of impairment loss of HK$414.7 million on the properties under development in Hainan, the PRC as a result of persisted nationwide austerity measures in 2011 which corrected the Hainan market from its biggest property price hike in 2009 and 2010 arising from the theme of international tourism destination; and (iv) provision of impairment loss of HK$185.0 million and unfavourable fair value changes of HK$59.7 million were recorded for the completed properties held for sales and investment properties in Guangzhou, the PRC, respectively, as a result of adjustments in house prices and substantial reduction on transaction number of properties sales brought by onerous property control measures. Provision was reference to assessment made by professional independent qualified valuer.

For the year ended 31 December 2012

Revenue of HK$503.8 million was recorded from our property development business. Of which, HK$446.4 million and HK$41.9 million were attributable to the delivery of resident units of Yuhaiwan (譽海灣) in Haikou, Hainan province, the PRC, in second half of the year and sales of villas of Shangyu Garden (上譽花園) in Guangzhou. In last year, revenue was mainly attributable to sales of substantially all our car parking spaces in Guangzhou. Whereas, rental income reduced significantly to HK$17.4 million after the disposal of substantially all the commercial units of Dongmingxuan (東鳴軒) in early 2012. The Remaining Group also commenced the property management business and a revenue of HK$15.6 million was recorded.

A gross profit of HK$15.6 million and overall gross profit margin of 2.9% were recorded. After considering the acquisition cost from Previous Acquisition, subsequent development cost as well as provision for impairment loss, Yuhaiwan only recorded a minimal gross profit and profit margin. Reduction of rental income in current year also contributed to lower gross profit margin.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

A segment loss of HK$559.3 million was recorded. It was mainly attributable to (i) increased spending on advertisement, marketing facilities and promotion expenses for Yuhaiwan and Swan Bay Garden (天鵝灣) in Hainan and Xintian Banshan in Guangzhou; (ii) increased staff costs and resources deployed in the pre-sale projects; (iii) a loss of HK$32.8 million on disposal of all the commercial units of Dongmingxuan; and (iv) provision for impairment losses of HK$290.2 million and HK$152.6 million on the properties under development and for sale in Guangzhou and Haikou, respectively, due to high supply in Haikou and reduction of transaction volume in 1-tier cities in PRC under the ‘‘home-purchase restricted’’ environment. Provision was reference to assessment made by professional independent qualified valuer.

Business of electronic products, trading of commodities and equity investments

For the year ended 31 December 2010

Revenue and gross profit margin of HK$345.4 million and 17.5%, respectively, were recorded for the sales of electronic products. Segment profit of HK$10.2 million was achieved compared with a loss in previous year due to improvement in the global market condition.

For the year ended 31 December 2011

Revenue of HK$318.9 million and HK$5.7 million were recorded for the sales of electronic products and trading of precious metal, respectively. Gross profit margin of 17.2% was recorded for the sales of electronic products. Whereas segment profit reduced to HK$2.7 million. The operating environment remains challenging. The Remaining Group tackled the reduction in sales volume by selling products with higher prices and better margin.

For the year ended 31 December 2012

Revenue was reduced to HK$298.8 million. It was primarily due to the reduction of sales made in North America and Europe where economy was stagnant. Although the sales was reduced, we sold products with better margin and transferred part of the increased manufacturing cost in PRC to customers. As a result, gross profit margin of our manufacturing business improved to 20.5% and segment profit increased slightly to HK$3.4 million.

Liquidity and financial resources and capital structure

The total amount of bank balances and cash and restricted bank deposits of the Remaining Group were approximately HK$764.6 million, HK$250.3 million and HK$145.9 million as at 31 December 2010, 2011 and 2012, respectively. The bank balances and cash were denominated in HK$, RMB and United States dollars.

As at 31 December 2010, 2011 and 2012, the Remaining Group has outstanding convertible notes (the ‘‘CN’’) with a principal amount of HK$3,100 million, HK$2,916.5 million and HK$2,776.3 million, respectively. The CN is unsecured, transferrable and

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

interest-free and entitled its holders to convert the CN into ordinary shares of the Company at a conversion price of HK$0.33 per share before its expiry date at 10 December 2015. The fair value of the liability component of the CN is determined based on the valuation performed by and independent professional valuer at the Acquisition Completion Date and the effective interest rate is determined to be 6.42%. The liability component is then carried as a long term liability on the amortised cost basis until extinguished on conversion or redemption. The derivative component of the CN is subsequently measured at fair value with changes recognised in the consolidated statement of comprehensive income. As at 31 December 2010, 2011 and 2012, the carrying amount of the CN were HK$1,981.6 million, HK$2,026.0 million and HK$2,141.2 million, respectively.

The borrowings of the Remaining Group, comprised secured bank borrowings, unsecured other borrowings and obligation under finance lease, amounted to approximately HK$910.3 million, HK$1,075.7 million and HK$967.4 million as at 31 December 2010, 2011 and 2012, respectively. Most of the borrowings were denominated in RMB and the bank borrowings were secured by investment properties, properties under development and properties held for sale of the Remaining Group. The bank borrowings carried interest at the prevailing market interest rate, with effective interest rate ranged approximately 5.64% to 6.24%, 6.34% to 7.63% and 7.4% to 7.68% for the year ended 31 December 2010, 2011 and 2012, respectively. Whereas the other borrowings of the Group carried effective interest rate of approximately 5.85%, 6.56% and 6% for the year ended 31 December 2010, 2011 and 2012, respectively.

As at 31 December 2010 and 2011, the gearing ratio of the Remaining Group, expressed as a percentage of total borrowings over net assets was 94% and 261%. The significant increase in gearing ratio was primary results of provision for impairment loss and unfavorable fair value changes of properties portfolio of the Company. On the basis that the Company receives the Net Consideration from the Proposed Disposal, the gearing ratio of the Remaining Group as at 31 December 2012 was decreased to 117%.

The issued ordinary share capital of the Company as at 31 December 2010, 2011 and 2012 were HK$9.0 million, HK$11.2 million and HK$12.9 million, respectively, divided into 2,247.7 million, 2,803.7 million and 3,228.7 million ordinary shares of HK$0.004 each.

As at 31 December 2010, 2011 and 2012, the principle amount of CN can be convertible to 9,393.9 million, 8,837.9 million and 8,412.9 million ordinary shares of the Company, respectively, at a conversion price of HK$0.33 per share. During the year ended 31 December 2011 and 2012, 556 million and 425 million ordinary shares were issued, respectively, upon exercise of conversion rights by the CN holders.

All the Remaining Group’s funding and treasury activities are basically managed and controlled by the executive directors and senior management. The Remaining Group’s capital management objectives are to ensure its ability to continue as a going concern. The Remaining Group actively and regularly reviews and manages its capital and debts structure to ensure optimal capital structure and shareholder returns, taking into

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

consideration the future working capital requirements of the Remaining Group, prevailing and projected capital expenditures and projected strategic investment opportunities. In order to maintain or adjust the capital structure, the Remaining Group may issue new shares or sell assets to reduce debt.

Foreign currencies exposure

For the three years ended 31 December 2010, 2011 and 2012, the revenue of the Remaining Group is mainly denominated in HK$, RMB and United States dollars, and the cost of production and purchase are also mainly denominated in HK$, RMB and United States dollars. Therefore, the Remaining Group is not exposed to any other material foreign currency exchange risk. The Remaining Group currently does not have any financial instruments for hedging purposes or any foreign currency hedging policy. However, management will monitor foreign exchange exposure closely and consider the use of hedging instruments when the need arises.

Charge on assets

As at 31 December 2010 and 2011, the Remaining Group’s certain investment properties and properties under development with an aggregate net carrying value of approximately HK$3,293.6 million and HK$3,265.7 million, respectively, were pledged to banks for securing banking facilities of the Remaining Group and third parties.

As at 31 December 2012, the Remaining Group’s certain investment properties, properties under development and completed properties held for sale with an aggregate net carrying value of approximately HK$3,332.5 million were pledged to banks for securing banking facilities of the Remaining Group.

Material investments and acquisitions

During the year ended 31 December 2010, the Group completed the acquisition of Talent Central Limited (details of which were set out in the circular of the Company dated 29 October 2010) at a consideration of HK$3,800 million. Talent Central Limited, through its subsidiaries, holds interests in various real estate development and property investment projects in Guangdong Province and Hainan Province in the PRC. As at 31 December 2010, the Remaining Group had capital commitments (including contracted and authorized but not contracted) of HK$1,939.7 million in respect of construction of properties under development. It was expected to be satisfied by the Remaining Group’s internal resources, bank and other borrowings in the future.

The Remaining Group did not have any material acquisitions and disposal of subsidiaries and associated companies during the year ended 31 December 2011. As at 31 December 2011, the Remaining Group had capital commitments (including contracted and authorized but not contracted) of HK$1,771.3 million mainly for the construction of properties under development. It was expected to be satisfied by the Remaining Group’s internal resources, bank and other borrowing in the future.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

During the year ended 31 December 2012, the Remaining Group entered into an agreement for the disposal of entire 25% equity interest in Hainan White Horse Swan Bay Garden Properties Limited (details of which were set out in the announcements of the Company dated 20 December 2012 and 21 December 2012). As at 31 December 2012, this disposal was not yet completed. As at 31 December 2012, the Remaining Group had capital commitments (including contracted and authorized but not contracted) of HK$1,503.2 million mainly for the construction of properties under development. It was expected to be satisfied by the Remaining Group’s internal resources, bank and other borrowing in the future.

Employee and remuneration policies

As at 31 December 2010, 2011 and 2012, the Remaining Group employed 1,540, 1,300 and 1,400 full time employees, respectively, in Hong Kong, Macau and the PRC. All employees of the Remaining Group are remunerated based on industry practice and in accordance with prevailing labor law. In Hong Kong, apart from basic salary, staff benefits including medical insurance, performance related bonus, and mandatory provident fund would be provided by the Remaining Group.

There has been no change to the terms of the share option scheme adopted by the Company on September 2002 which was expired during the year ended 31 December 2012. All the outstanding share options granted to the directors and employees were also expired during the year 2012. No new share options were granted and no share option was exercised during the 3 years ended 31 December 2012.

Litigation and contingent liabilities

As at 31 December 2010, corporate guarantee of HK$151.1 million and HK$20.0 million had been given by the Remaining Group in respect of bank facilities granted to third parties and mortgage facilities for certain purchasers of the Remaining Group’s property units, respectively. In addition, the Remaining Group’s investment properties with fair value of HK$240.5 million was pledged to banks to secure the aforesaid general banking facilities granted to the third parties.

As at 31 December 2011, corporate guarantee of HK$12.3 million and HK$8.8 million had been given by the Remaining Group in respect of bank facilities granted to third parties and mortgage facilities for certain purchasers of the Remaining Group’s property units, respectively. In addition, the Remaining Group’s investment properties with fair value of HK$29.8 million was pledged to banks to secure the aforesaid general banking facilities granted to the third parties.

As at 31 December 2012, corporate guarantee of HK$111.7 million had been given by the Remaining Group in respect of mortgage facilities for certain purchasers of the Remaining Group’s property units.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Reconciliation of valuation of the properties

As required under Listing Rules 5.07, the reconciliation between valuation of the property interests of the Target as at 30 April 2013 and the net book value of such property interest as at 31 December 2012 as set out in Appendix II to this Circular is as follows:

Net book value of the land and building of the Target as at 31 December 2012 — Property, plant and equipment (HK$600,911,000/1.241) — Leasehold land and land use rights (HK$1,105,525,000/1.241) — Motor vehicle (HK$3,990,000/1.241*) which is not included in valuation report of the valuer Add: Differences between the valuation and accounting policies — Accumulated amortisation of the leasehold land and land use rights which was not considered by the valuation report — Subsequent valuation surplus on leasehold land and land use rights which were not recorded in the carrying amount of the Company Valuation as of 30 April 2013 as set out in Appendix IV to this circular

RMB’000 484,215 890,834 (3,215) 1,371,834 59,166 25,000 1,456,000

• Exchange rate at 31 December 2012 of RMB1=HK$1.241.

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME

For the period from 9 April 2010 (date of incorporation) to 31 December 2010 and each of the two years ended 31 December 2012

Revenue Cost of sales Gross profit Other revenue and net income Impairment loss of plant and equipment Fair value changes on revaluation of land and building Administrative and other operating expenses Finance costs Profit/(loss) before income tax Income tax (expense)/credit Profit/(loss) for the period/year Other comprehensive (loss)/income Exchange (loss)/gain on translation of financial statements Total comprehensive income/(loss) for the period/year	For the period from 9 April 2010 (date of incorporation) to 31 December 2010 HK$’000 — — — 49 — 1,209,470 (5,053) — 1,204,466 (292,750) 911,716 (108) 911,608	For the year ended 31 December 2011 2012 HK$’000 HK$’000 46,722 188,169 (43,796) (147,992) 2,926 40,177 726 19,673 (62,968) — (206,792) 61,254 (83,133) (105,971) (22,037) (46,466) (371,278) (31,333) 57,346 3,303 (313,932) (28,030) 59,419 10,160 (254,513) (17,870)

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

UNAUDITED STATEMENT OF FINANCIAL POSITION

As at 31 December 2010, 2011 and 2012

ASSETS AND LIABILITIES Non-current assets Property, plant and equipment Leasehold land and land use rights Current assets Inventories Trade receivables Prepayments, deposits and other receivables Amounts due from intermediate holding company Amounts due from immediate holding company Amounts due from fellow subsidiaries Cash and cash equivalents Current liabilities Trade payables Accruals and other payables Unsettled construction cost Amounts due to fellow subsidiaries Borrowings Net current assets Total assets less current liabilities	As 2010 HK$’000 516,061 1,110,587 1,626,648 — — 175 — 498,846 6,079 29,055 534,155 — (697) — (91,550) — (92,247) 441,908 2,068,556	at 31 December 2011 2012 HK$’000 HK$’000 576,514 600,911 1,130,215 1,105,525 1,706,729 1,706,436 3,253 2,111 4,297 5,471 3,151 20,469 — 24,113 523,554 466,616 — 217,191 75,194 24,043 609,449 760,014 (3,668) (3,689) (17,711) (15,410) (130,864) (108,227) (120,850) (302,393) (49,276) (53,688) (322,369) (483,407) 287,080 276,607 1,993,809 1,983,043

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

Non-current liabilities Deferred tax liabilities Borrowings Net assets EQUITY Share capital Reserves Total equity	As 2010 HK$’000 (292,750) (444,980) (737,730) 1,330,826 419,218 911,608 1,330,826	at 31 December 2011 2012 HK$’000 HK$’000 (249,904) (249,042) (667,592) (675,558) (917,496) (924,600) 1,076,313 1,058,443 419,218 419,218 657,095 639,225 1,076,313 1,058,443

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

UNAUDITED STATEMENT OF CASH FLOWS

For the period from 9 April 2010 (date of incorporation) to 31 December 2010 and each of the two years ended 31 December 2012

Profit/(loss) before income tax Adjustments for: Interest income on financial assets carried at amortised costs Finance costs Impairment loss of property, plant and equipment Fair value changes on revaluation of land and building Depreciation on property, plant and equipment — Owned assets Amortisation of leasehold land and land use rights Operating cash flow before working capital changes (Increase)/decrease in inventories Increase in trade receivables Increase in prepayments, deposits and other receivables Increase in trade payables Increase/(decrease) in accruals, other payables and unsettled construction cost Net cash (used in)/generated from operating activities	For the period from 9 April 2010 (date of incorporation) to 31 December 2010 HK$’000 1,204,466 (49) — — (1,209,470) 77 1,863 (3,113) — — (175) — 697 (2,591)	For the year ended 31 December 2011 2012 HK$’000 HK$’000 (371,278) (31,333) (172) (118) 22,037 46,466 62,968 — 206,792 (61,254) 18,656 55,627 35,380 35,726 (25,617) 45,114 (3,253) 1,142 (4,297) (1,174) (2,976) (17,318) 3,668 21 147,878 (24,938) 115,403 2,847

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

Cash flows from investing activities Advance to intermediate holding company (Advance to)/repayment from immediate holding company (Advance to)/repayment from fellow subsidiaries Purchase of leasehold land and property, plant and equipment Interest received Net cash used in investing activities Cash flow from financing activities Advance from fellow subsidiaries Proceeds from issue of registered capital Proceeds from bank loans Finance costs Net cash generated from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Effect of foreign exchange rate changes Cash and cash equivalents at 31 December	For the period from 9 April 2010 (date of incorporation) to 31 December 2010 HK$’000 — (498,846) (6,079) (419,118) 49 (923,994) 91,550 419,218 444,980 — 955,748 29,163 — (108) 29,055	For the year ended 31 December 2011 2012 HK$’000 HK$’000 — (24,113) (24,708) 56,938 6,079 (217,191) (323,309) (13,141) 172 118 (341,766) (197,389) 29,300 181,543 — — 271,888 12,378 (22,037) (46,466) 279,151 147,455 52,788 (47,087) 29,055 75,194 (6,649) (4,064) 75,194 24,043

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

UNAUDITED STATEMENT OF CHANGES IN EQUITY

For the period from 9 April 2010 (date of incorporation) to 31 December 2010 and each of the two years ended 31 December 2012

At 9 April 2010 (date of incorporation) Profit for the period Other comprehensive loss for the period: Exchange loss on translation of financial statements Total comprehensive income for the period Issue of registered capital As at 31 December 2010 As at 1 January 2011 Loss for the year Other comprehensive income for the year: Exchange gain on translation of financial statements Total comprehensive loss for the year As at 31 December 2011 As at 1 January 2012 Loss for the year Other comprehensive income for the year: Exchange gain on translation of financial statements Total comprehensive loss for the year As at 31 December 2012	Registered capital HK$’000 — — — — 419,218 419,218 419,218 — — — 419,218 419,218 — — — 419,218	Currency translation reserve HK$’000 — — (108) (108) — (108) (108) — 59,419 59,419 59,311 59,311 — 10,160 10,160 69,471	Retained earnings HK$’000 — 911,716 — 911,716 — 911,716 911,716 (313,932) — (313,932) 597,784 597,784 (28,030) — (28,030) 569,754	Total equity HK$’000 — 911,716 (108) 911,608 419,218 1,330,826 1,330,826 (313,932) 59,419 (254,513) 1,076,313 1,076,313 (28,030) 10,160 (17,870) 1,058,443

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

NOTES TO THE UNAUDITED FINANCIAL INFORMATION

For the period from 9 April 2010 (date of incorporation) to 31 December 2010 and each of two years ended 31 December 2012

1. GENERAL

Guangzhou Junyu Hotel Investment Limited is a company established in the People’s Republic of China with limited liability. Guangzhou Junyu Hotel Investment Limited is principally engaged in hotel operation in the People’s Republic of China.

On 16 May 2013, Xintian Property Group Co., Ltd., an indirectly wholly owned subsidiary of the Company, entered into the Sales and Purchase Agreement for the disposal of 100% equity interest in Guangzhou Junyu Hotel Investment Limited (the ‘‘Disposal’’).

2. BASIS OF PREPARATION OF THE UNAUDITED FINANCIAL INFORMATION

The unaudited financial information of Guangzhou Junyu Hotel Investment Limited has been prepared in accordance with paragraph 68(2)(a)(i) of Chapter 14 of the Rules Governing the Listing of Securities in The Stock Exchange of Hong Kong Limited, and solely for the purposes of inclusion in the circular to be issued by the Company in connection with the Disposal.

The amounts included in the Unaudited Financial Information have been recognised and measured in accordance with relevant accounting policies of the Company adopted in the preparation of the consolidated financial information of the Company and its subsidiaries for the relevant years or periods, which conform with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants. The leasehold land and land use rights and building of Guangzhou Junyu Hotel Investment Limited were stated at their fair values because the Company has to comply with Hong Kong Financial Reporting Standard 3. The Unaudited Financial Information does not contain sufficient information to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1 ‘‘Presentation of Financial Statements’’ nor a set of condensed financial statements as defined in Hong Kong Accounting Standard 34 ‘‘Interim financial Reporting’’ issued by the Hong Kong Institute of Certified Public Accountants.

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APPENDIX II

==> picture [66 x 44] intentionally omitted <==

CHENG & CHENG LIMITED

REPORT ON REVIEW OF UNAUDITED FINANCIAL INFORMATION TO THE BOARD OF DIRECTORS OF TALENT PROPERTY GROUP LIMITED

INTRODUCTION

We have reviewed the unaudited financial information of Guangzhou Junyu Hotel Investment Limited set out on pages 21 to 27 which comprises the unaudited statements of financial position as of 31 December 2010, 2011 and 2012 and the related unaudited statements of comprehensive income, statements of changes in equity and statements of cash flows for the period from 9 April 2010 (date of incorporation) to 31 December 2010 and each of two years ended 31 December 2012 and certain explanatory notes (altogether the ‘‘Unaudited Financial Information’’). The directors of Talent Property Group Limited (the ‘‘Company’’) are responsible for the preparation and presentation of the Unaudited Financial Information in accordance with Rule 14.68(2)(a)(i) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the basis of preparation set out in note 2 to the Unaudited Financial Information. The Unaudited Financial Information is prepared solely for the purpose of inclusion in the circular to be issued by the Company in connection with the Disposal as defined in note 1 to the Unaudited Financial Information. The Unaudited Financial Information does not contain sufficient information to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1 ‘‘Presentation of Financial Statements’’ nor a set of condensed financial statements as defined in Hong Kong Accounting Standard 34 ‘‘Interim Financial Reporting’’ issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’). Our responsibility is to express a conclusion on the Unaudited Financial Information based on our review, and to report our conclusion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

SCOPE OF REVIEW

We conducted our review in accordance with the Hong Kong Standard on Review Engagements 2400 ‘‘Engagement to Review Financial Statements’’ issued by the HKICPA. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Unaudited Financial Information is free of material misstatement. A review is limited primarily to inquiries of Guangzhou Junyu Hotel Investment Limited’s personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

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FINANCIAL INFORMATION OF GUANGZHOU JUNYU HOTEL INVESTMENT LIMITED

APPENDIX II

CONCLUSION

Based on our review, nothing has come to our attention that causes us to believe that the Unaudited Financial Information is not prepared, in all material respects, in accordance with the basis of preparation set out in note 2 to the Unaudited Financial Information.

Cheng and Cheng Limited Certified Public Accountants Hong Kong

26 June 2013

– 29 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

I. INTRODUCTION TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

The accompanying unaudited pro forma financial information of Talent Property Group Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the (‘‘Group’’) excluding Guangzhou Junyu Hotel Investment Limited (‘‘Guangzhou Junyu’’) (the Group excluding Guangzhou Junyu collectively referred to the ‘‘Remaining Group’’)) has been prepared by the directors of the Company (the ‘‘Directors’’) to illustrate the effect of the following proposed disposal of the entire equity interest in Guangzhou Junyu (the ‘‘Disposal’’).

The unaudited pro forma financial information has been prepared as if the Disposal has been completed on 31 December 2012 for the unaudited pro forma consolidated statement of financial position and on 1 January 2012 for the unaudited pro forma consolidated statement of comprehensive income and unaudited pro forma consolidated statement of cash flows.

The unaudited pro forma consolidated statement of financial position of the Remaining Group is prepared based on the audited consolidated statement of financial position of the Group as at 31 December 2012 extracted from the published annual report of the Group for the year ended 31 December 2012, adjusted as described below, as if the Disposal had taken place on 31 December 2012.

The unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Remaining Group are prepared based on the audited consolidated statement of comprehensive income and the audited consolidated statement of cash flows of the Group for the year ended 31 December 2012 extracted from the published annual report of the Group for the year ended 31 December 2012, adjusted as described below, as if the Disposal had taken place on 1 January 2012.

The accompanying unaudited pro forma financial information of the Remaining Group is prepared by the Directors and based on a number of assumptions, estimates, uncertainties and currently available information to provide information of the Remaining Group upon completion of the Disposal. As it is prepared for illustrative purpose only and because of its hypothetical nature, it does not purport to give a true picture of the actual financial position, results and cash flows of the Remaining Group on completion of the Disposal. Furthermore, the accompanying unaudited pro forma financial information of the Remaining Group does not purport to predict the future financial position or results of operations of the Remaining Group after the completion of the Disposal. The unaudited pro forma financial information of the Remaining Group was prepared in accordance with paragraph 29 of Chapter 4 and paragraph 68(2)(a)(ii) of Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The unaudited pro forma financial information of the Remaining Group should be read in conjunction with the financial information of the Group included in the published annual report of the Group for the year ended 31 December 2012 and the financial information of Guangzhou Junyu included in Appendix II to the Circular.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF THE REMAINING GROUP

For the year ended 31 December 2012

Revenue Cost of sales Gross profit Other revenue and net income Loss on disposal of investment properties Loss on disposal of available-for-sale financial assets Fair value changes on investment properties Fair value changes on revaluation of building Impairment loss of completed properties held for sale and properties under development Fair value changes on derivative financial instruments Distribution costs Administrative and other operating expenses Share of loss of an associate Finance costs Gain on disposal of subsidiary Loss before income tax Income tax credit/(expense) Loss for the year	The Group HK$’000 (Note 1) 1,020,139 (906,807) 113,332 60,830 (32,818) (403) (4,451) 61,254 (442,772) (69,428) (56,717) (300,326) (9,243) (238,896) — (919,638) 166,899 (752,739)	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 2) (Note 3) (188,169) — 147,992 — (40,177) — (19,673) — — — — — — — (61,254) — — — — — — — 105,971 — — — 46,466 — — 212,276 31,333 212,276 (3,303) (215,744) 28,030 (3,468)	The Remaining Group HK$’000 831,970 (758,815) 73,155 41,157 (32,818) (403) (4,451) — (442,772) (69,428) (56,717) (194,355) (9,243) (192,430) 212,276 (676,029) (52,148) (728,177)

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Other comprehensive income Share of exchange difference of an associate Fair value changes on revaluation of factory buildings and workshop Deferred tax charged to revaluation reserve Realisation of change in fair value upon disposal of available-for-sale financial assets Release of exchange reserve upon disposal of subsidiary Exchange gain on translation of financial statements of foreign operations Other comprehensive income/(loss) for the year Total comprehensive loss for the year Loss attributable to: Owners of the Company Non-controlling interests Total comprehensive loss for the year attributable to: Owners of the Company Non-controlling interests	The Group HK$’000 (Note 1) 5,451 3,492 (693) 262 — 21,135 29,647 (723,092) (667,526) (85,213) (752,739) (642,441) (80,651) (723,092)	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 2) (Note 3) — — — — — — — — — (59,311) (10,160) — (10,160) (59,311) 17,870 (62,779) 28,030 (3,468) — — 28,030 (3,468) 17,870 (62,779) — — 17,870 (62,779)	The Remaining Group HK$’000 5,451 3,492 (693) 262 (59,311) 10,975 (39,824) (768,001) (642,964) (85,213) (728,177) (687,350) (80,651) (768,001)

– 32 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE REMAINING GROUP

For the year ended 31 December 2012

ASSETS AND LIABILITIES Non-current assets Investment properties Property, plant and equipment Leasehold land and land use rights Interests in an associate Deferred product development costs Available-for-sale financial assets Current assets Leasehold land and land use rights Financial assets at fair value through profit or loss Properties under development Completed properties held for sale Inventories Trade receivables Prepayments, deposits and other receivables Tax recoverable Cash and cash equivalents Assets classified as held for sale	The Group HK$’000 (Note 1) 434,465 676,548 1,113,821 700,036 395 1,361 2,926,626 252 3,995 1,644,653 377,446 34,142 36,234 1,060,286 2,301 169,945 3,329,254 2,270,481 5,599,735	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 4) (Note 5) — — (600,911) — (1,105,525) — — — — — — — (1,706,436) — — — — — — — — — (2,111) — (5,471) — (20,469) — — — (24,043) 1,259,797 (52,094) 1,259,797 — — (52,094) 1,259,797	The Remaining Group HK$’000 434,465 75,637 8,296 700,036 395 1,361
			1,220,190
			252 3,995 1,644,653 377,446 32,031 30,763 1,039,817 2,301 1,405,699
			4,536,957 2,270,481
			6,807,438

– 33 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Current liabilities Trade payables Accruals and other payables Amount due to Guangzhou Junyu Provision for tax Borrowings Obligations under finance lease Promissory notes Liabilities associated with assets classified as held for sale Net current assets Total assets less current liabilities Non-current liabilities Provision for long service payment Deferred tax liabilities Borrowings Obligations under finance lease Convertible notes Net assets	The Group HK$’000 (Note 1) (58,697) (982,779) — (242,851) (586,098) (62) (170,040) (2,040,527) (1,637,278) (3,677,805) 1,921,930 4,848,556 (1,816) (729,428) (1,110,330) (184) (2,141,203) (3,982,961) 865,595	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 4) (Note 5) 3,689 — 123,637 — (405,527) — — (237,385) 53,688 — — — — — (224,513) (237,385) — — (224,513) (237,385) (276,607) 1,022,412 (1,983,043) 1,022,412 — — 249,042 — 675,558 — — — — — 924,600 — (1,058,443) 1,022,412	The Remaining Group HK$’000 (55,008) (859,142) (405,527) (480,236) (532,410) (62) (170,040) (2,502,425) (1,637,278) (4,139,703) 2,667,735 3,887,925 (1,816) (480,386) (434,772) (184) (2,141,203) (3,058,361) 829,564

– 34 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

EQUITY Share capital Reserves Equity attributable to the owners of Company Non-controlling interests Total equity	The Group HK$’000 (Note 1) 12,915 466,122 479,037 386,558 865,595	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 4) (Note 5) — — — (36,031) — (36,031) — — — (36,031)	The Remaining Group HK$’000 12,915 430,091
			443,006 386,558
			829,564

– 35 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS OF THE REMAINING GROUP

For the year ended 31 December 2012

Loss before income tax Adjustments for: Interest income on financial assets carried at amortised costs Loss on disposal of available-for-sale financial assets Loss on disposal of investment properties Fair value changes on revaluation of building Fair value changes on investment properties Fair value changes on derivative financial instruments Interest income on loan to an associate Impairment loss of completed properties held for sale and properties under development Share of loss of an associate Unrealised loss on financial assets at fair value through profit or loss Finance costs Depreciation on property, plant and equipment — Owned assets — Leased assets Loss on written off of property, plant and equipment Amortisation of leasehold land and land use rights Amortisation of capitalised deferred product development costs Provision for slow moving inventories Provision for impairment of trade receivables recognised Reversal of provision for impairment of trade receivables Gain on disposal of subsidiary Operating loss before working capital changes	The Group HK$’000 (Note 1) (919,638) (1,470) 403 32,818 (61,254) 4,451 69,428 (27,136) 442,772 9,243 1,582 238,896 83,844 58 281 35,977 563 1,820 1,862 (84) — (85,584)	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 6) (Note 3) 31,333 212,276 118 — — — — — 61,254 — — — — — — — — — — — — — (46,466) — (55,627) — — — — — (35,726) — — — — — — — — — — (212,276) (45,114) —	The Remaining Group HK$’000 (676,029) (1,352) 403 32,818 — 4,451 69,428 (27,136) 442,772 9,243 1,582 192,430 28,217 58 281 251 563 1,820 1,862 (84) (212,276) (130,698)

– 36 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Decrease/(increase) in inventories Increase in properties under development and completed properties held for sale Decrease in trade receivables Advance from Guangzhou Junyu Increase in prepayments, deposits and other receivables Increase in trade payables Increase in accruals and other payables Decrease in other payables attributable to disposal of investment properties and subsidiaries Decrease in provision for long service payment Cash used in operations Land appreciation tax paid Income tax paid Net cash used in operating activities Cash flows from investing activities Purchase of property, plant and equipment Additions to deferred product development costs Proceeds from disposal of investment properties Proceeds from disposal of available-for-sale financial assets Proceeds from disposal of subsidiaries Further investment in an associate Deposits paid for purchase of property, plant and equipment Interest received Net cash generated from investing activities	The Group HK$’000 (Note 1) 267 (391,749) 23,977 — (310,093) 165,957 235,075 (396,039) (344) (758,533) (76,202) (29,830) (864,565) (70,230) (342) 500,166 634 105,615 (152,830) (621) 1,470 383,862	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 6) (Note 3) (1,142) — — — 1,174 — 2,823 — 17,318 — (21) — 24,938 — — — — — (24) — — — — — (24) — 13,141 — — — — — — — — — — — — — (118) — 13,023 —	The Remaining Group HK$’000 (875) (391,749) 25,151 2,823 (292,775) 165,936 260,013 (396,039) (344) (758,557) (76,202) (29,830) (864,589) (57,089) (342) 500,166 634 105,615 (152,830) (621) 1,352 396,885

– 37 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Cash flows from financing activities Proceeds from disposal of subsidiary Proceeds from bank loans Repayment of bank loans Proceeds from other unsecured loans Repayment of other unsecured loan Increase in restricted cash Finance costs Proceeds from finance lease Repayment of obligations under finance lease Net cash generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at 1 January Effect of foreign exchange rate changes Cash and cash equivalents at 31 December	The Group HK$’000 (Note 1) — 794,240 (163,460) 127,359 (183,867) (178,523) (54,483) 31 (58) 341,239 (139,464) 320,339 6,032 186,907	Pro forma adjustments for the Disposal HK$’000 HK$’000 (Note 6) (Note 3) — 1,229,278 — — (12,378) — — — — — — — 46,466 — — — — — 34,088 1,229,278 47,087 1,229,278 (75,194) — 4,064 — (24,043) 1,229,278	The Remaining Group HK$’000 1,229,278 794,240 (175,838) 127,359 (183,867) (178,523) (8,017) 31 (58) 1,604,605 1,136,901 245,145 10,096 1,392,142

Note:

1. The consolidated statement of financial position of the Group as at 31 December 2012, and the consolidated statement of comprehensive income and the consolidated statement of cash flows of the Group for the year ended 31 December 2012 are extracted from the 2012 Annual Report of the Group.

2. The adjustment reflects the exclusion of the results of Guangzhou Junyu for the year ended 31 December 2012, as if the Disposal had taken place on 1 January 2012. The adjustment is not expected to have a continuing effect on the Group.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

1. The adjustment reflects the financial effect for the sale of the Sale Shares as if the Disposal had taken place on 1 January 2012. The adjusted consideration is calculated as follows:

Consideration — Sale Shares (RMB1,690 million x 1.229) Less: Consideration in relation to the bank borrowing owed by Guangzhou Junyu (RMB583.29 million x 1.229) as at 1 January 2012 which is extracted from Appendix II Construction cost which was not yet settled by Guangzhou Junyu (RMB106.48 million x 1.229*) as at 1 January 2012 which is extracted from Appendix II Adjusted consideration Net assets of Guangzhou Junyu as at 1 January 2012 which is extracted from Appendix II Exchange differences released upon sale of Guangzhou Junyu Taxation Estimated pro forma loss on disposal of Guangzhou Junyu after taxation

HK$’000 2,077,010 (716,868) (130,864) 1,229,278 (1,076,313) 59,311 212,276 (215,744) (3,468)

• Exchange rate at 1 January 2012 of RMB1 = HK$1.229.

• The adjustment reflects the exclusion of assets and liabilities of Guangzhou Junyu as at 31 December 2012, as if the Disposal had taken place on 31 December 2012.

• The adjustment reflects the adjusted consideration received by the Remaining Group and the financial effect for the sales of Guangzhou Junyu as if the Disposal had taken place on 31 December 2012. The adjusted consideration is calculated as follows:

Total consideration for Guangzhou Junyu (RMB1,690 million x 1.241) Less: Consideration in relation to the bank borrowing owed by the Guangzhou Junyu (RMB587.6 million x 1.241) as at 31 December 2012 which is extracted from Appendix II Construction cost which was not yet settled by the Guangzhou Junyu (RMB87.2 million x 1.241*) as at 31 December 2012 which is extracted from Appendix II Adjusted consideration Net assets of the Guangzhou Junyu which is extracted from Appendix II Estimated pro forma gain on disposal of Guangzhou Junyu before taxation Taxation Estimated pro forma loss on disposal of Guangzhou Junyu after taxation

HK$’000 2,097,270 (729,246) (108,227) 1,259,797 (1,058,443) 201,354 (237,385) (36,031)

• Exchange rate at 31 December 2012 of RMB1 = HK$1.241.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

1. The adjustment reflects the exclusion of the cash flows of Guangzhou for the year ended 31 December 2012, as if the Disposal had take place on 1 January 2012. The adjustment is not expected to have a continuing effect on the Group.

2. (i) The cash flow movement of advance from Guangzhou Junyu was HK$2,823,000 which could be reconciled from the figures extracted from the unaudited statement of financial position in Appendix II as follows:

Amounts due from immediate holding company Amounts due to fellow subsidiaries Advance from Guangzhou Junyu as at 31 December 2011 Less: Amounts due from intermediate holding company Amounts due from immediate holding company Amounts due from fellow subsidiaries Amounts due to fellow subsidiaries Advance from Guangzhou Junyu as at 31 December 2012 The cash flow movement of advance from Guangzhou Junyu	HK$’000 523,554 (120,850) 24,113 466,616 217,191 (302,393)	HK$’000 402,704 405,527 (2,823)

– 40 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

II. LETTER FROM THE REPORTING ACCOUNTANTS ON UNAUDITED PRO FORMA FINANCIAL INFORMATION

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CHENG & CHENG LIMITED

The Directors Talent Property Group Limited Unit 17 on 12th Floor, North Tower, Concordia Plaza, No.1 Science Museum Road, Kowloon

Dear Sirs,

We report on the unaudited pro forma financial information of Talent Property Group Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) (the ‘‘Unaudited Pro Forma Financial Information’’) set out in Appendix III to the circular of the Company dated 26 June 2013 (the ‘‘Circular’’). The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company, for illustrative purposes only, to provide information about how the Disposal might have affected the relevant financial information presented in respect of the Group. The basis of preparation of the Unaudited Pro Forma Financial Information is set out in Appendix III to the Circular.

RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND REPORTING ACCOUNTS

It is the responsibility solely of the directors of the Company 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’’).

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.

– 41 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

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 the source documents, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information with the directors of the Company. 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 of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

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

• . the financial position of the Group as at 31 December 2012 or any future date; or

• . the results and cash flows of the Group for the year ended 31 December 2012 or any future periods.

– 42 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

OPINION

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

• (b) such basis is 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, Cheng & Cheng Limited Certified Public Accounts

26 June 2013

– 43 –

VALUATION REPORT

APPENDIX IV

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Unit 1301, 13th Floor, Tung Wai Commercial Building, Nos. 109-111 Gloucester Road, Wan Chai, Hong Kong Tel: (852) 21277762 Fax: (852) 21379876 Email: info@biappraisals.com Website: www.bigroupchina.com

26 June 2013

The Directors Talent Property Group Limited Unit 1217, North Tower Concordia Plaza 1 Science Museum Road Tsim Sha Tsui Kowloon

Dear Sirs,

Re: Hilton Guangzhou Tianhe, No. 215 Linhe Xiheng Road, Tianhe District, Guangzhou City, Guangdong Province, The People’s Republic of China (‘‘PRC’’)

In accordance with the instructions from Talent Property Group Limited (hereinafter referred to as the ‘‘Company’’) for us to value the captioned property (hereinafter referred to as the ‘‘Property’’), we confirm that we have carried out inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of value of the Property as at 30 April 2013 (hereinafter referred to as the ‘‘Date of Valuation’’).

It is our understanding that this valuation document is to be used for reference purpose in relation to the possible disposal of the Property. We further understand that our valuation and/ or valuation report may subsequently be included in a circular to be issued by the Company regarding the proposed disposal.

This letter, forming part of our valuation report, identifies the property being valued, explains the basis and methodology of our valuation, and lists out the assumptions and the title investigation we have made in the course of our valuation, as well as the limiting conditions.

– 44 –

VALUATION REPORT

APPENDIX IV

BASIS OF VALUATION

Our valuation of the Property is our opinion of its market value which we would define as intended to mean ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.’’

Our valuation has been carried out in accordance with The HKIS Valuation Standards 2012 Edition issued by the Hong Kong Institute of Surveyors and under generally accepted valuation procedures and practices, which are in compliance with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

VALUATION ASSUMPTIONS

Our valuation is made on the assumption that the Property would be sold in the open market without the benefit of deferred term contracts, lease backs, joint ventures, management agreements, or any similar arrangements, which could serve to affect its value. In addition, no account has been taken of any option or right of pre-emption concerning or effecting a sale and no forced sale situation in any manner is assumed in valuation.

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

VALUATION METHODOLOGY

In arriving at our valuation of the Property, which is a hotel held for investment by the Company, we have adopted the Direct Comparison Method by making with reference to comparable sales evidence as available in the relevant market and assuming that the Property is capable of being sold in its existing state as a fully equipped and operating entity.

TITLE INVESTIGATION

We have been provided by the Company with copies of title documents and a legal opinion dated 24 June 2013, prepared by 廣東君信律師事務所 (Kingson Law Firm), the Company’s legal advisor on PRC law (hereinafter referred to as the ‘‘PRC Legal Advisor’’), regarding the title to and the interest in the Property. All documents and leases have been used for reference only.

In the course of our valuation, we have relied on the advice given by the Company and the legal opinion of the PRC Legal Advisor regarding the title to and the interest in the Property. We assume no responsibility for matters legal in nature nor do we render any opinion as to the title to the Property that is assumed to be good and marketable.

– 45 –

VALUATION REPORT

APPENDIX IV

LIMITING CONDITIONS

We have inspected the exterior, and where possible, the interior of the Property in June 2013. However, no structural survey has been made nor have any tests been carried out on any of the building services provided in the Property. We are, therefore, not able to report that the Property is free from rot, infestation or any other structural defects. Yet, in the course of our inspection, we did not note any serious defects.

We have not conducted any on-site measurement to verify the correctness of the site and floor areas of the Property but have assumed that the areas shown on the documents furnished to us are correct. Dimensions, measurements and areas included in the valuation certificate attached are based on information contained in the documents provided to us by the Company and are therefore approximations only.

Moreover, we have not carried out any site investigations to determine or otherwise the suitability of the ground conditions, the presence or otherwise of contamination and the provision of or otherwise suitability for services etc. for any future development. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred in the event of any development.

We have relied to a considerable extent on the information provided and the advice given to us by the Company on such matters as planning approvals, statutory notices, easements, tenure, particulars of occupancy, site and floor areas and all other relevant matters in the identification of the Property. We have not seen original planning consents and have assumed that the Property has been erected, occupied and used in accordance with such consents.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Company. We were also advised by the Company that no material facts have been omitted from the information provided. We consider that we have been provided with sufficient information to reach an informed view, and have no reason to suspect that any material information has been withheld.

Our valuation reflects facts and conditions existing at the Date of Valuation. Subsequent events have not been considered and we are not required to update our report for such events and conditions.

This report and each part of it is prepared and intended for the exclusive use of the Company for the purpose hereinbefore stated. In accepting this report, the Company expressly agrees not to use or rely upon this report or any part of it for any other purpose without obtaining our prior written consent.

CURRENCY

Unless otherwise stated, all monetary amounts stated in this report are in Renminbi (RMB).

– 46 –

VALUATION REPORT

APPENDIX IV

REMARKS

We hereby confirm that we have neither present nor prospective interests in the Company, the Property, its owner or the value reported herein.

Our Valuation Certificate is hereby enclosed for your attention.

Yours faithfully, For and on behalf of

B.I. APPRAISALS LIMITED

William C. K. Sham MRICS, MHKIS, MCIREA Registered Professional Surveyor (G.P.) China Real Estate Appraiser Executive Director

Notes:

• (1) Mr. William C. K. Sham is a qualified valuer on the approved List of Property Valuers for Undertaking Valuation for Incorporation or Reference in Listing Particulars and Circulars and Valuations in Connection with Takeovers and Mergers published by the Hong Kong Institute of Surveyors. Mr. Sham has over 30 years’ experience in the valuation of properties in Hong Kong and has over 15 years’ experience in the valuation of properties in the PRC and the Asia Pacific regions.

• (2) The Property was inspected by Mr. Andy Tang, Director, who has more than 15 years’ experience in the valuation of properties in the PRC.

– 47 –

VALUATION REPORT

APPENDIX IV

VALUATION CERTIFICATE

Property

Description and tenure

Particulars of occupancy

Market value in existing state as at 30 April 2013

Hilton Guangzhou Tianhe, No. 215 Linhe Xiheng Road, Tianhe District, Guangzhou City, Guangdong Province, the PRC

The Property is a hotel development built on a parcel of land with a site area of approximately 6,921.00 sq.m. (74,798 sq.ft.) in about August 2011. It is located on the northern side of Linhe Xiheng Road, close to Guangzhou East Railway Station.

RMB1,456,000,000

The Property is RMB1,456,000,000 currently operated as a hotel under the (Value attributable name of Hilton to the Group: Guangzhou Tianhe. RMB1,456,000,000)

It is designed in accordance with the standard of a 5-star hotel and comprises a 28-storey (including 3 basement levels) hotel building accommodating a total of 505 guestrooms, which have been modified to the current 498 guestrooms, with ancillary food and beverage outlets, 234 car parking spaces on basement and back-ofhouse facilities.

The total gross floor area of the Property is approximately 66,025.83 sq.m. (710,702 sq.ft.) including the floor area of 15,110.60 sq.m. (162,650 sq.ft.) for the basement.

The land use rights of the subject site have been granted for terms of 70 years for residential uses, 40 years for commercial/tourist/entertainment uses and 50 years for other uses commencing from 11 November 2004. Yet, according to the Certificate of Real Estate Ownership (see Note 2 below) the term of the Property is 40 years from 11 November 2004.

Notes:

• (1) Pursuant to the Certificate of State-owned Land Use 穗府國用(2010) 第01000012 號 (Sui Fu Guo Yong (2010) No. 01000012) dated 21 October 2010 issued by Guangzhou Municipal People’s Government, the land use rights of the Property has been granted to 廣州君譽酒店投資有限公司 (Guangzhou Junyu Hotel Investment Limited, hereinafter referred to as ‘‘Guangzhou Junyu’’), an indirect wholly owned subsidiary of the Company, for terms of 70 years for residential uses, 40 years for commercial/tourist/entertainment and 50 years for others uses. It is stated in the said certificate that the land use rights, the term of which commenced from 11 November 2004, were acquired from Talent Holdings Limited in September 2010 and that the permitted use of the land is for hotel purpose.

• (2) Pursuant to the Certificate of Real Estate Ownership 粵房地權證穗字第0120159358號 (Yue Fang Di Quan Zheng Sui Zi No. 0120159358) registered at Guangzhou Municipal State-owned Land Resources and Property Administration Bureau on 25 November 2010, the title to the property comprising a 25-storey (excluding 3 levels of basement) building with a gross floor area of 66,025.83 sq.m. together with the land use rights of the

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VALUATION REPORT

APPENDIX IV

land thereof with a site area of 6,921 sq.m. is vested in Guangzhou Junyu. The land use rights of the Property, as according to the said certificate, is for a term of 40 years from 11 November 2004. The subject building is permitted for commercial and hotel uses.

• (3) Pursuant to the Management Agreement dated 19 May 2010 entered into between Talent Holdings Limited and Hilton Hotel Management (Shanghai) Co., Ltd., the subject hotel is managed by Hilton Hotel Management (Shanghai) Co., Ltd. for a term commencing on the opening date and expire on 31 December of the eighteenth full calendar year following the commencement date.

• (4) We have been advised by the Company that the interest in the Property was acquired on 10 December 2010 and that the total acquisition and subsequent construction costs of the Property was approximately RMB1,660 million.

• (5) Pursuant to the Certificate of Real Estate Property Third Party Rights 粵房地他項權證穗字第0920018926號 (Yue Fang Di Ta Xiang Quan Zheng Sui Zi No. 0920018926) registered at Guangzhou Municipal State-owned Land Resources and Property Administration Bureau on 26 August 2011, the Property is subject to a mortgage in favour of 中國工商銀行股份有限公司廣州越秀支行 (Guangzhou Yuexiu Sub-branch of Industrial and Commercial Bank of China Limited, hereinafter referred to as ‘‘ICBC’’) and 四川信託有限公司 (Sichuan Trust Co., Ltd., hereinafter referred to as ‘‘Sichuan Trust’’). The maximum loan amount as stated in the said certificate is RMB600,000,000.

• (6) Pursuant to the advice from the Company, Guangzhou Junyu entered into a borrowing agreement with ICBC for a facility amount up to RMB600,000,000. However, due to the nationwide bank liquidity tightening, only RMB20,000,000 was drawn in the second half of 2011 and a trust loan of RMB580,000,000 was made with Sichuan Trust. Hence, the charge is made in favour of both ICBC and Sichuan Trust. In September 2012, Guangzhou Junyu drew down the remaining RMB580,000,000 of the loan from ICBC and repaid immediately the trust loan of Sichuan Trust. Accordingly, the Property as at 31 December 2012 was subject to the mortgage loan in favour of ICBC only. Yet, the Certificate of Real Estate Property Third Party Rights, as mentioned in Note 5 above, has not yet been updated or renewed.

• (7) The apportionment of the values attributable to the land element and the improvements of the Property would be approximately RMB975,000,000 and RMB481,000,000 respectively. The above value apportionment is carried out by deducting from the valuation of the whole property the value of the land for its existing use as of the Date of Valuation, which is arrived at using the Direct Comparison Method.

• (8) The opinion of the PRC Legal Advisor is summarized as follows:

• (a) Guangzhou Junyu was incorporated and registered in accordance with the law. Currently, Guangzhou Junyu is legally and validly existing.

• (b) Guangzhou Junyu is in possession of the proper legal title to the land use rights and the building ownership of the Property and is entitled to occupy, use, transfer, lease the Property in accordance with the laws.

• (c) Apart from being mortgaged, the Property is not subject to any seizure or other third party rights.

• (9) The status of title and grant of major approvals, consents or licences in accordance with the information provided by the Group are as follows:

Contract for Grant of State-owned Land Use Rights	Signed
Certificate of State-owned Land Use	Obtained
Certificate of Real Estate Ownership	Obtained
Planning Permit for Use of Construction Land	Obtained
Planning Permit for Construction Works	Obtained
Commencement Permit for Construction Works	Obtained
Certificate for Pass of Construction Works Planning Examination	Obtained

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GENERAL INFORMATION

APPENDIX V

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 aspects and not misleading or deceptive, and there are no other matters, the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had registered any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of SFO), or which were required to be and are recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers adopted by the Company (the ‘‘Model Code’’).

3. DISCLOSURE OF INTEREST OF SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to the Directors and chief executives of the Company, the following persons (not being a Director or chief executive of the Company) had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under provisions of Division 2 and 3 of Part XV of the SFO:

			Percentage of
	Number of	Number of	the Company’s
	ordinary	underlying	issued share
Name	shares held	shares interest	capital
			%
Winspark Venture Limited1	829,509,340	—	25.69%
Talent Trend2	—	7,196,515,152	222.89%
Top Rich Limited3	—	1,151,515,151	35.67%

Note:

1. The entire issued share capital of Winspark Venture Limited is directly, beneficially and wholly owned by Mr. Chan Yuen Ming.

2. The entire issued share capital of Talent Trend Holdings Limited is directly, beneficially and wholly owned by Mr. Zhang Gao Bin.

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GENERAL INFORMATION

APPENDIX V

1. The entire issued share capital of Top Rich Limited is held by Top One Limited, which is directly, beneficially and wholly owned by Mr. Choi Chiu Fai, Stanley.

Save as mentioned above, as at the Latest Practicable Date, to the Directors’ knowledge, there was no other person (other than the Directors or chief executives of the Company) who had interests or short positions in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of SFO.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or any of their respective associates was interested in any business apart from the Company’s business, which competed or was likely to compete, either directly or indirectly, with the Company’s business.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors confirmed that they were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2012, the date to which the latest audited financial statements of the Group were made up.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors, proposed Directors had any existing or proposed service contracts with the Company which is not determinable by the employer within one year without payment of compensation other than statutory compensation.

7. INTEREST IN ASSETS OR CONTRACTS

As at the Latest Practicable Date, none of the Directors nor chief executives of the Company had any interest, direct or indirect, in any asset which had been since 31 December 2012, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by 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.

As at the Latest Practicable Date, none of the Directors nor chief executives of the Company was materially interested in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Company.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and, so far as the Directors were aware, no litigation or claim of material importance was pending or threatened against the Company or any of its subsidiaries.

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GENERAL INFORMATION

APPENDIX V

9. MATERIAL CONTRACTS

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

• (a) the Sale and Purchase Agreement;

• (b) the agreement dated 16 April 2013 in relation to the disposal of the basement floor of the commercial podium of Tianlun Garden (天倫花園) by the Group to Mr. Feng Guoqiang, an Independent Third Party, at an aggregate consideration of RMB36.0 million, which has been disclosed in the announcement dated 16 April 2013 of the Company;

• (c) the sale and purchase agreement dated 12 April 2013 in relation to the disposal of the entire issued share capital of Master Base Limited by the Group to an Independent Third Party for a consideration of HK$200,000, which has been disclosed in the announcement dated 12 April 2013 of the Company;

• (d) the sale and purchase agreement dated 25 January 2013 in relation to the disposal of 63.2% of the equity interest in Hainan Honglun Properties Limited by the Group to Talent Trend Holdings Limited, a connected person, at an implied consideration of approximately HK$259.9 million satisfied by way of setting of against the convertible notes issued by the Company held by the purchaser with face value of HK$337 million, which has been disclosed in the announcement dated 25 January 2013 of the Company;

• (e) the agreement dated 20 December 2012 in relation to the disposal of the 25% equity interest of Hainan White Horse Swan Bay Garden Properties Limited by the Group to Guangzhou Xinyi Shiye Development Co., Ltd, an Independent Third Party, at a consideration of approximately RMB85.1 million, which has been disclosed in the announcement dated 20 December 2012 of the Company; and

• (f) the disposal agreements dated 24 June 2011 in relation to the disposal of 18 commercial units of Phase II of Jingang Garden by the Group to Independent Third Parties, at an aggregate consideration of RMB202 million, which has been disclosed in the announcement dated 24 June 2011 of the Company.

10. QUALIFICATION AND CONSENT OF EXPERTS

The following sets out the qualifications of the experts which have given an opinion or advice on the information contained in this circular:

Name Qualifications

Cheng & Cheng Limited Certified Public Accountants B.I. Appraisals Limited Independent property valuer 廣東君信律師事務所 PRC Legal Advisor (Kingson Law Firm)

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GENERAL INFORMATION

APPENDIX V

• (a) As at the Latest Practicable Date, Cheng & Cheng Limited, B.I. Appraisals Limited and 廣東君信律師事務所 (Kingson Law Firm) had no interest, direct or indirect, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

• (b) As at the Latest Practicable Date, Cheng & Cheng Limited, B.I. Appraisals Limited and 廣東君信律師事務所 (Kingson Law Firm) had no interest, direct or indirect, in any assets which have been since 31 December 2012, the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

• (c) Each of Cheng & Cheng Limited, B.I. Appraisals Limited and 廣東君信律師事務所 (Kingson Law Firm) has given and has not withdrawn its written consent to the issue of this circular with its letter or report included in the form and context in which it is included.

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong during normal business hours up to and including the date of the SGM.

• (a) the memorandum and articles of association of the Company;

• (b) the Sale and Purchase Agreement;

• (c) other material contracts referred to in the paragraph headed ‘‘Material Contracts’’ in this appendix;

• (d) the annual reports of the Company for the three years ended 31 December 2010, 2011 and 2012;

• (e) the report from Cheng & Cheng Limited on review of the financial information of the Target, the texts of which are set out in Appendix II of this circular;

• (f) the report from Cheng & Cheng Limited on review of the unaudited pro forma financial information of the Remaining Group, the text of which is set out in Appendix III of this circular;

• (g) the valuation report dated 26 June 2013 prepared by B.I. Appraisals Limited in respect of the valuation of the Target as at 30 April 2013, the text of which is set out in Appendix IV to this circular;

• (h) the legal opinion dated 24 June 2013 prepared by 廣東君信律師事務所 (Kingson Law Firm) in respect of the Property;

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GENERAL INFORMATION

APPENDIX V

• (i) the written consents referred to in the paragraph headed ‘‘Qualification and Consent of Experts’’ in this appendix;

• (j) the circular of the Company dated 21 March 2013 in relation to proposed disposal of 63.2% of the equity interest in Hainan Honglun Properties Limited; and

• (k) the circular of the Company dated 10 May 2013 in relation to proposed disposal of the entire issued share capital in Master Base Limited and this circular.

12. GENERAL

• (a) The company secretary of the Company is Mr. Lee Wai Kuen, a Certified Public Accountant (Practising) of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.

• (b) The Company’s branch share registrar is Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (c) The registered office of the Company is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (d) The head office and principal place of business in Hong Kong is Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong.

• (e) The English text of this circular shall prevail over the Chinese text in the case of any inconsistency.

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NOTICE OF SGM

==> picture [56 x 39] intentionally omitted <==

TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting (‘‘SGM’’) of the Company will be held at Unit 1217, North Tower Concordia Plaza, No. 1 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 12 July 2013 at 03:00 p.m. to consider and if thought fit, pass with or without amendments, the following resolution:

ORDINARY RESOLUTIONS

‘‘THAT:

• (a) the Sale and Purchase Agreement as defined in the circular dated 26 June 2013 despatched to the shareholders of the Company (the ‘‘Circular’’), a copy of which has been produced to this meeting marked ‘‘A’’ and signed by the Chairman hereof for the purpose of identification, and all the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) any one director of the Company be and is hereby authorised to do all such acts and things as he in his sole and absolute discretion deems necessary, desirable or expedient to implement, give effect to and/or complete the Sale and Purchase Agreement and the transactions contemplated thereunder, where required, any amendment of the terms of the Sale and Purchase Agreement as required by, or for the purposes of obtaining the approval of, relevant authorities or to comply with all applicable laws, rules and regulations.’’

By order of the Board Talent Property Group Limited Ng Pui Keung Chairman

Hong Kong, 26 June 2013

• For identification purposes only

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NOTICE OF SGM

Notes:

1. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

2. To be valid, the form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

3. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

4. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

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