Talent Property Group Limited — Proxy Solicitation & Information Statement 2014

Nov 25, 2014

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: 760)

VERY SUBSTANTIAL DISPOSAL DISPOSAL OF PROPERTY

A letter from the Board is set out on pages 3 to 7 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 Monday, 15 December 2014 at 10:30 a.m. is set out on pages 51 to 52 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 November 2014

CONTENTS

			Page
Definitions	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I	—	Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	—	Unaudited financial information of the Combined Property . . . . . .	26
Appendix III —		Unaudited pro forma financial information
		of the Remaining Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
Appendix IV —		Valuation report on the Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
Appendix V	—	General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			51

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DEFINITIONS

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

• ‘‘Agreement’’ the agreement, dated 29 October 2014, entered into between the Vendor and the Purchaser in relation to the sale and purchase of the Property

• ‘‘Board’’ the board of Directors

• ‘‘Combined Property’’ The Property together with the basement level of the same property

• ‘‘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

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

• ‘‘Group’’ the Company and its subsidiaries

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

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third Party’’

• a third party which, together with its beneficial owner(s) (if any) and to the best of the directors of the Company’s knowledge, information and belief, having made all reasonable enquiries, is a third party independent of the Company and its connected persons of the Company in accordance with the Listing Rules

• ‘‘Latest Practicable Date’’ 24 November 2014, 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 of Hong Kong Limited

• ‘‘PRC’’

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

• ‘‘Property’’

• the 1st to 4th floors of the commercial podium of Tianlun Garden (天倫花園) with gross floor area of approximately 11,777 square metres, which are effectively divided into property units of 13 sets of Certificate of Real Estate Ownership

• ‘‘Proposed Disposal’’

the disposal of the Property pursuant to the Agreement

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DEFINITIONS

‘‘Purchaser’’ 廣州中新房粵投實業有限公司(Guangzhou Zhongxinfang Yuetou Enterprise Limited) ‘‘Remaining Group’’ the Group on the basis that the disposal of the Combined Property has been completed

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

• ‘‘SGM’’ a special general meeting of the Company to be held on 15 December 2014 to approve the Agreement and the transaction contemplated thereunder

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

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Vendor’’ 廣州建陽房地產發展有限公司(Guangzhou Kinyang Real Estate Development Co., Ltd.), a company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company

For illustrative purpose of this circular only, translation of RMB into HK$ is made at RMB1 = HK$1.2687

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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: 760)

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

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

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

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 November 2014

To the Shareholders

Dear Sir and Madam,

VERY SUBSTANTIAL DISPOSAL DISPOSAL OF PROPERTY

INTRODUCTION

Reference is made to the announcement dated 29 October 2014 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 29 October 2014, the Vendor, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with the Purchaser and pursuant to which the Purchaser has agreed to acquire and the Vendor has agreed to sell the Property for an aggregate consideration of RMB266.0 million, equivalent to approximately HK$337.5 million.

PRINCIPAL TERMS OF THE AGREEMENT

Date:

29 October 2014 (after trading hours)

Parties:

• (i) 廣州建陽房地產發展有限公司 (Guangzhou Kinyang Real Estate Development Co., Ltd.), an indirect wholly-owned subsidiary of the Company as the Vendor

• (ii) 廣州中新房粵投實業有限公司 (Guangzhou Zhongxinfang Yuetou Enterprise Limited) as the Purchaser

The Purchaser is, to the knowledge of the Directors, principally engaged in property development, investment, construction, processing and trading businesses of building materials. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Purchaser is an Independent Third Party.

Assets to be disposed

The Property to be disposed of is the 1st to 4th floors of the commercial podium of Tianlun Garden (天倫花園) located at No. 19–29 Jianshe Si Ma Lu, Yuexiu District, Guangzhou City, Guangdong Province, the PRC. The Property was acquired by the Company together with other project companies in 2010 which has gross floor area of approximately 11,777 square metres and is classified as property held for investment. The Purchaser has acquired the basement level of the same property earlier, details of which can be referred to the announcement of the Company dated 15 October 2014 and such transaction has been completed on 21 October 2014. For illustrative purpose, the proforma financial information as set out in Appendix III to this circular are prepared on the basis that the basement level as well as the 1st to 4th floors of Tianlun Garden, namely the Combined Property, are not part of the Remaining Group.

Consideration

Pursuant to the Agreement, the consideration for the Proposed Disposal is RMB266.0 million payable in cash, equivalent to approximately HK$337.5 million. The Purchaser shall pay a deposit of RMB20 million to the Vendor upon the signing of the Agreement; RMB113 million is payable prior to the title transfer for the 3rd to 4th floors of the Property; and the remaining balance is payable within 30 days after the completion of such transfer. The consideration was arrived at after negotiations on an arm’s length commercial basis between

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LETTER FROM THE BOARD

the parties to the Agreement with reference to, among others, prevailing market price of similar properties in relevant location and valuation using market approach prepared by an independent valuer engaged by the Company. In the event the Proposed Disposal cannot be completed in accordance with the terms and conditions of the Agreement, the Vendor shall return the deposit within 3 days after the termination of the Agreement.

Key Terms and Conditions

• (i) The Agreement shall become effective upon satisfaction of approval of the Agreement and the transactions contemplated thereunder by the Shareholders in accordance with the Listing Rules.

• (ii) The Purchaser agrees to acquire the Property together with the existing tenancy agreements.

• (iii) The Vendor is required to complete the registration procedures regarding cancellation of mortgage charge against respective floors of the Property, if any, within 15 days from receiving respective tranche of payment of the consideration.

• (iv) Upon the completion of each tranche payment of the consideration, the Vendor is required to provide necessary documents in relation to the property title transfer to the Purchaser for its application of new ownership certificates within 5 days from the cancellation of mortgage charge against the respective floors of the Property.

• (v) In the event that the Purchaser fails to make any tranche of the payment in accordance with the terms of the Agreement, the Vendor has the right to rescind the Agreement and forfeit the deposit.

As at the Latest Practicable Date, the Vendor had received the deposit of RMB20 million from the Purchaser pursuant to the Agreement and the mortgage charge against the Property has been cancelled.

FINANCIAL INFORMATION OF THE COMBINED PROPERTY

Certain units of the Property with gross floor area of approximately 5,122 square meters are currently let to tenants for commercial use. Gross rental income generated from the Combined Property for the years ended 31 December 2012 and 2013 were approximately RMB11.8 million and RMB7.3 million, respectively.

FINANCIAL IMPACT OF THE PROPOSED DISPOSAL ON THE GROUP AND USE OF PROCEEDS

The Property is being classified as property held for investment in the consolidated financial statements of the Group. For illustrative purpose, the following analysis takes into account the Combined Property is being disposed of as a whole.

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LETTER FROM THE BOARD

Earnings

As illustrated in the unaudited pro forma financial information of the Remaining Group set out in Appendix III to this circular, it is expected the Group will record a gain of RMB3.3 million before tax and expense from the disposal of the Combined Property, which is calculated with reference to the gross consideration less the net book value of the Combined Property as at 30 June 2014 and will record a loss of RMB14.4 million after tax and estimated transaction costs. Loss of RMB16.4 million after tax and estimated transaction costs is recorded if the Proposed Disposal had been completed on 1 January 2013 as set out in note 6 of Appendix III to this circular, the difference was the valuation loss on the Combined Property during the year 2013.

Assets and Liabilities

Based on the unaudited pro forma financial information of the Remaining Group as if the disposal of the Combined Property had been completed on 30 June 2014 as set out in Appendix III to this circular, the effects on assets and liabilities of the Remaining Group are set out below:

	The Group
	(immediately
	before the disposal
	of the Combined	The Remaining
	Property)	Group
	Approximately	Approximately
	RMB’000	RMB’000	Change
As at 30 June 2014
Unaudited total assets	5,577,793	5,517,633	–1.1%
Unaudited total liabilities	5,515,816	5,462,224	–1.0%
Unaudited net assets	61,977	55,409	–10.6%

The gearing ratio of the Group and the Remaining Group expressed as percentage of total debts over total assets were approximately 98.9% and 99.0%. Accordingly, the Group’s gearing ratio will slightly increase upon completion of the Proposed Disposal.

The proceeds from the disposal are expected to be used as general working capital of the Company or to fund future investment opportunities generally. Upon completion of the disposal of the Property, the Group will no longer hold any commercial units of Tianlun Garden (天倫花園).

REASONS FOR AND BENEFITS OF THE DISPOSAL

One of the Group’s principal businesses is property development and investment in the PRC, the disposal is therefore in its ordinary course of business. The Property is the 1st to 4th floors of the commercial podium of Tianlun Garden (天倫花園) developed by the Vendor and is classified as property held for investment of the Group. Over the past two years, the vacancy rate of the commercial units of Tianlun Garden has been increasing. After the expiration of

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LETTER FROM THE BOARD

previous leases, it has been difficult to enter into long-term leases for those large vacant units, particularly on the 3rd and 4th floors of the Property. The Board considered it is a good opportunity to sell the Property at a book gain (before tax and transaction cost), realise part of its investment portfolio and improve the Company’s cash position and working capital for developing new property project with growth potential, as and when such opportunity arises.

Therefore, the Board is of the view that the terms of the Agreement are fair and reasonable and the entering into of the Agreement is in the interest of the Company and Shareholders as a whole.

LISTING RULES IMPLICATIONS

Since the applicable percentage ratio under Rule 14.07 of the Listing Rules is more than 75%, the entering into the Agreement constitutes a very substantial disposal for the Company and is subject to the approval by the Shareholders by way of poll at the SGM. As no Shareholders has material interest in the Agreement, no Shareholders is required to abstain from voting.

THE SGM

A notice convening the SGM to be held on 15 December 2014 is set out on pages 51 to 52 of this circular.

RECOMMENDATION

The Board (including the independent non-executive Directors) considers that the Proposed Disposal is fair and reasonable and in the interests of the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Agreement and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the information contained in Appendix I to Appendix V 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 2011, 2012 and 2013 are disclosed in the Company’s annual reports for each of the three years ended 31 December 2011, 2012 and 2013, and the published unaudited consolidated financial statements of the Group for the six months ended 30 June 2014 are disclosed in the Company’s interim report for the six months ended 30 June 2014, 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 September 2014, being the latest practicable date for the purpose of the statement of indebtedness prior to the printing of this circular, the Remaining Group had total outstanding indebtedness comprising secured bank loans of approximately RMB698.9 million, which were secured by the Group’s properties under development, completed properties held for sale, land and building and guaranteed by third party, other unsecured borrowings and relevant accrued interest expenses of approximately RMB387.8 million, amount due to an associate of approximately RMB371.4 million, convertible notes with principal amount of HK$2,331.3 million. Apart from the secured bank loans, the Remaining Group did not have any guarantees and securities at the close of business on 30 September 2014.

Pledged of Assets

At the close of business on 30 September 2014, the Remaining Group had pledged the following amount of assets to secure the bank borrowings of the Remaining Group:

	RMB’000
Properties under development	731,021
Completed properties held for sale	27,389
Land and buildings	1,349,168

Contingent Liabilities

As at 30 September 2014, the Remaining Group provided guarantees to the extent of approximately RMB119.5 million to banks in respect of mortgage loans provided by the banks to customers for the purchase of the developed properties of the Remaining Group. These guarantees provided by the Remaining 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.

Save as aforesaid, and apart from intra-group liabilities and normal trade and other payables, the Remaining Group did not have any loan capital issued or agreed to be issued, debt securities issued and outstanding, authorised or otherwise created but

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

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 September 2014.

3. WORKING CAPITAL

The Directors, after due and careful consideration, are of the opinion that after taking into account the present internal resources, 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.

The convertible bond with principal amount of approximately HK$2,331.3 million is due on 10 December 2015 and the Company will at appropriate time negotiate with the bondholders to seek their intention as to conversion, or extension, if possible, upon maturity and to explore other refinancing arrangement.

4. FINANCIAL AND TRADING PROSPECTS

After completion of the Proposed Disposal, the Group will be principally engaged in developing two residential projects, namely Xintian Banshan (South Lake Village Phase II) and Linhe Cun Rebuilding project (a joint venture with Sun Hung Kai Properties Group) in Guangzhou, and a commercial redevelopment project located at No. 18 Zhan Xi Road of Liwan District in Guangzhou (the ‘‘Shoe Market’’). The PRC Government had adopted certain tightening policies in the property sector in order to stabilize the properties prices, in particular on the residential property market for the past few years. Recently, some of those tightening policies have been uplifted in some cities but property developers in China are still facing the difficulties in obtaining bank financing when sales are stagnant. In view of this environment, the Group will take a conservative approach in residential property sector and put efforts to continue the construction, sales and delivery of South Lake Village Phase II. The project of Shoe Market will turn into a 10-storey commercial complex building and becomes the key project of the Group. As the renovation works are expected to be completed by the end of 2014, the Group had recently commenced marketing activities to attract quality tenants with the objective to generate long-term rental income. In addition, upon completion of the Proposed Disposal, the Group will have sufficient liquidity and strengthened capacity to face the challenging environment and identify favorable business opportunities with strong growth potential.

5. MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP (On the basis that the disposal of the Combined Property has all been completed)

The principal activity of the Company is investment holding. On 10 December 2010, the Company completed the acquisition of Talent Central Limited which, through its subsidiaries, holds interests in various real estate projects in the PRC (the ‘‘Previous Acquisition’’). During the year ended 31 December 2013, the Group undergone certain reorganisation of its businesses and projects (including disposal of subsidiaries engaging residential projects in Hainan Province, disposal of a subsidiary engaging in hotel operation, disposal of subsidiaries engaging businesses of electronic products operation, trading of commodities and listed equity

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

and provision of loan financing and acquisition of subsidiaries holding a commercial property, in Guangzhou, to be redeveloped into a 10-storey complex building for rental purpose) with an objective to streamline its operation into more property focus in first-tier cities in PRC.

Upon completion of the aforementioned reorganisation, the Group engages in the business of (i) real estate development, (ii) property investment and (iii) property management in Guangzhou, the PRC.

For the Period Ended 30 June 2014

Revenue and Gross (Loss)/Profit

During the six months ended 30 June 2014 (the ‘‘Reporting Period’’), the Group recorded an unaudited consolidated revenue and gross loss from its continuing operations of RMB11.4 million and RMB1.1 million, respectively, as compared to revenue of RMB220.9 million and gross profit of RMB28.1 million for the six months ended 30 June 2013 (the ‘‘Preceding Period’’). Revenue and gross profit of the Combined Property amounted to RMB3.0 million (Preceding Period: RMB4.4 million) and RMB2.4 million (Preceding Period: RMB3.7 million) respectively. Therefore, revenue and gross loss of the Remaining Group amounted to RMB8.4 million and RMB3.5 million respectively.

Revenue for the Reporting Period reduced significantly. In the Preceding Period, revenue of RMB130.0 million was attributable to the delivery of residential units and car parking spaces of Yuhaiwan (譽海灣) in Haikou. The project companies of Yuhaiwan were disposed in 2013. As a result of various tightening measures against residential property market by central government, the residential market in Guangzhou was sluggish. Revenue from the sales of villas of South Lake Village Phase 1 (南湖山莊第一期) reduced to RMB3.5 million (Preceding Period: RMB53.1 million).

Rental income generated from investment properties and car parking spaces of the Remaining Group increased to RMB1.1 million in the Reporting Period (Preceding Period: RMB0.8 million).

Regarding the property management business of the Remaining Group, revenue of RMB0.9 million was recorded in the Reporting Period as compared to RMB9.3 million in the Preceding Period. In the Preceding Period, substantial portion of income was generated from sub-letting a leased property. This leased property was a 2-storey commercial building located at No. 18 Zhan Xi Road of Liwan District in Guangzhou. Subsequent to its acquisition by the Remaining Group in November 2013, most of the sub-letting business had been suspended temporarily for the commencement of redevelopment of the entire building into a 10-storey complex building. As such, subletting income therefrom was reduced substantially.

As a result of the substantial reduction of revenue, a gross loss of RMB3.5 million was recorded from property development, investment and management in the Reporting Period as compared to a gross profit of RMB24.4 million in the Preceding Period.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Distribution Costs

During the Reporting Period, distribution cost of RMB5.9 million was recorded. Substantial portion of which was attributable to marketing activities of Xintian Banshan (新天半山) in Guangzhou. In the Preceding Period, distribution cost of RMB18.2 million was mainly attributable to Xintian Banshan and the two disposed residential projects in Hainan.

Administrative and Other Operating Expenses

Upon disposal of Hainan projects and tighter control on administrative expenses, recurring administrative expenses such as staff costs, legal & professional fee, office and business development expenses had been reduced. However, administrative and other operating expenses increased from RMB37.3 million in the Preceding Period to RMB73.5 million in the Reporting Period. Such increase was attributable to a one-time charge related to Linhe Cun Rebuilding project (林和村重建項目) in Guangzhou. Details of the project was described in the paragraphs with the heading ‘‘Share of loss of an associate’’ below.

According the terms of the project, if the delivery of the newly constructed resettlement buildings is later than April 2014 (‘‘Delayed Resettlement’’), the Remaining Group has to pay an extra relocation fee (the ‘‘Compensation’’) on a monthly basis to the original occupiers of the Linhe Cun.

The progress of the construction of resettlement buildings was hindered primarily by more rainy days during the construction period, site stoppage during Asian Game and checkup required by Guangzhou metro underneath the site. Finally, the Remaining Group finished the delivery of residential suites of the newly constructed resettlement buildings to the original occupiers of Linhe Cun in August 2014. Compensation totaling RMB49.9 million had been paid in relation to the Delayed Resettlement.

Gain on Disposal of Subsidiaries

The amount as recorded in the Preceding Period represents the one-off gain on disposal of Hainan White Horse Swan Bay Garden Properties Limited.

Impairment Loss and Fair Value Changes on Properties Portfolio

Regarding our investment properties, a revaluation surplus of RMB3.3 million (Preceding Period: deficit of RMB3.5 million) was recorded. It was attributable to the redeveloping investment property at No. 18 Zhan Xi Road. During the Reporting Period, results from various marketing effort carried out by the Remaining Group in order to boost the sales of the high-rise residential units of Xintian Banshan (新天半山) were not prominent. Contracted sales of approximately RMB57 million for gross floor area of approximately 1,900 square meters was recorded during the Reporting Period, whereas, contracted sales of approximately RMB231 million for gross floor area of approximately 7,700 square meters was recorded in 2013 since the commencement of pre-sale. Most of these pre-sold units are contracted to be delivered in the last two months of the current

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

year. The construction of high-rise residential buildings was completed. Whereas the internal decoration for the high-rise buildings and the foundation work of the grand-sized luxurious villas are on-going. After consideration of market conditions, paces of pre-sale, further development costs to be incurred as well as latest revaluation, an impairment loss of properties under development of RMB44.5 million (Preceding Period: Nil) has been provided.

The above revaluation was conducted by an independent qualified professional valuer.

Fair Value Changes on Derivative Financial Instruments

According to applicable accounting standards, the fair value of the derivative component of the convertible notes issued by the Company for Previous Acquisition has to be re-measured. The Company’s right to redeem the convertible notes before its maturity date represents this derivative component. Its fair value will vary with its unexpired period to maturity, outstanding face value as well as the Company’s share price and its volatility. A fair value deficit of RMB5.8 million (Preceding Period: RMB26.5 million) was recorded in the Reporting Period after re-assessment conducted by an independent qualified professional valuer.

Share of Loss of an Associate

The Linhe Cun Rebuilding project is an old village redevelopment project located in the CBD of Tianhe District in Guangzhou and adjacent to the Guangzhou East Railway station. The project involves compensation and relocation of original occupiers of the village, demolition of existing village buildings, construction of new buildings for the resettlement of existing occupiers and construction of new high-end residential (namely ‘‘Forest Hills (峻林)’’) and commercial buildings for sale. The project is carried out by an associate which is owned as to 30% and 70% by the Remaining Group and Sun Hung Kai Properties Group, respectively.

Two phases of pre-sale had already been launched and an encouraging result was achieved. An average selling price well above RMB40,000 per square meter was recorded. The delivery of first phase pre-sold residential units is scheduled in third quarter of the year. The Remaining Group’s share of loss of the associate company during the Reporting Period was RMB2.0 million (Preceding Period: RMB6.8 million).

Finance Cost

During the Reporting Period, imputed finance cost totaling RMB53.6 million (Preceding Period: RMB59.1 million) arising from the convertible notes issued for the Previous Acquisition was recorded. On repayment of more bank borrowing by spare cash, finance costs arising from bank and other borrowings (before capitalisation) reduced to RMB26.6 million (Preceding Period: RMB43.2 million).

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Gain for the Period from Discontinued Operations

According to applicable accounting standard, results arising from hotel operation, electronic products operation, trading of commodities and listed equity and provision of loan financing were classified and presented as a separate item in the condensed consolidated statement of profit or loss and other comprehensive income.

The Remaining Group completed the disposal of its businesses of electronic products, equity and commodities investments in May 2013. A gain from discontinued operations of HK$54.9 million was recorded in interim results of the Preceding Period. Upon change of presentation currency of the Company, the historical exchange differences arising from these operations had to be reclassified. As such, the gain from such discontinued operations in the Preceding Period as presented in RMB was RMB4.6 million. 100% equity interest of Guangzhou Junyu Hotel Investment Limited is agreed to be disposed for an initial cash consideration of approximately RMB1,015.2 million and the final net consideration is to be determined according to relevant terms as stipulated in the sales and purchase agreement. Detail of the disposal was stated in the circular to the shareholders of the Company dated 26 June 2013. At the end of the Reporting Period, full amount of the initial cash consideration had been received by the Remaining Group, however, the balance of final net consideration amounting RMB91.5 million remains outstanding. As such, the disposal is not yet completed. The Remaining Group is in the process of demanding and liaising with the Purchaser for the payment of the outstanding net consideration. It is the target of the Group to complete the disposal before the end of 2014.

In respect of the hotel operation, the management company and the Remaining Group had strived for improved results in the Reporting Period despite of intensified market competition and reinforced fight against corruption and extravagant spending by PRC government. Gross revenue totaling RMB87.0 million (Preceding Period: RMB81.5 million) from room rentals, food and beverage (‘‘F&B’’) and other ancillary services was achieved. The average occupancy rate improved from 63% in Preceding Period to 71% in the Reporting Period with the average room rate reduced slightly to RMB795 per room night (Preceding Period: RMB810 per room night). Gross revenue arising from rooms and F&B increased by approximately 10% and 4%, respectively. A gross profit of RMB24.2 million (Preceding Period: RMB19.1 million) was recorded in the Reporting Period. A gain from discontinued operation of RMB5.4 million was recorded (Preceding Period: loss of RMB2.6 million) after charges of depreciation, amortisation, finance cost and taxation.

Income Tax (Credit)/Expense

An income tax credit of RMB10.9 million was recorded in the Reporting Period as compared to a tax charge of RMB5.5 million in the Preceding Period. Substantial current tax was attributable to the disposal of Hainan subsidiaries in the Preceding Period. Out of the above, no tax credit (Preceding Period: RMB1.9 million) was attributable to the revaluation deficit of the Combined Property. A tax credit of RMB0.9 million was attributable to the Remaining Group in the Reporting Period as compared to a tax charge of RMB7.4 million in the Preceding Period.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Loss and Total Comprehensive Loss for the Period Attributable to Owners of the Company

As a result of the absence of a one-off gain on disposal of subsidiaries, significant reduction of gain from discontinued operations and classification of exchange differences therefrom, provision for impairment loss against Xintian Banshan and Compensation for the original occupiers of Linhe Cun Rebuilding project, loss for the period and total comprehensive loss for the period attributable to owners of the Company increased to RMB139.6 million (Preceding Period: RMB110.4 million) and RMB155.0 million (Preceding Period: RMB46.3 million), respectively. Of which, a profit of RMB1.0 million (Preceding Period: RMB2.4 million) was attributable to the owners of the Company in relation to the Combined Property, loss for the period and total comprehensive loss for the period attributable to the owners of the Remaining Group was RMB140.6 million (Preceding Period: RMB112.8 million) and RMB156.0 million (Preceding Period: RMB48.7 million), respectively.

Liquidity and Financial Resources

The Group’s total assets as at 30 June 2014 were approximately RMB5,577.8 million (31 December 2013: approximately RMB5,893.3 million) which were financed by the total equity and total liabilities (including convertible notes and promissory notes) of approximately RMB62.0 million (31 December 2013: approximately RMB244.5 million) and approximately RMB5,518.8 million (31 December 2013: approximately RMB5,648.8 million) respectively. Of which, total assets of RMB294.7 million (31 December 2013: RMB294.7 million) was attributable to the Combined Property and which was financed by bank borrowing of RMB44.3 million (31 December 2013: RMB50.3 million). Total assets of RMB5,517.6 million was attributable to the Remaining Group and which was financed by the total equity and total liabilities (including convertible notes) of approximately RMB55.4 million and RMB5,462.2 million respectively. The directors consider the Remaining Group will have sufficient working capital for its operations and financial resources for financing future investment opportunities in suitable business ventures. The Remaining Group borrowings were all denominated in Renminbi. Bank balances and cash were mainly denominated in Hong Kong Dollars, United States Dollars and Renminbi. As at 30 June 2014, there were no outstanding forward contracts in foreign currency committed by the Remaining Group that might involve it in significant foreign exchange risks and exposures.

Capital Structure

The Group’s gearing ratio then computed as total debts over total assets was approximately 98.9% as at 30 June 2014 (31 December 2013: 95.9%). As at 30 June 2014, bank borrowings which includes the loans classified in liabilities associated with assets held for sales were amounted to RMB834.1 million (31 December 2013: RMB1,083.8 million) carried interest rate varied in accordance with the base rate of People’s Bank of China. Whereas other borrowings amounted to RMB221.8 million (31 December 2013: RMB226.7 million) and RMB50.9 million (31 December 2013: RMB119.4 million) carried fixed interest rate and interest free respectively. Bank

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

borrowing attributable to the Combined Property amounted RMB44.3 million (31 December 2013: RMB50.3 million) and which carried interest rate varied in accordance with the base rate of People’s Bank of China. Bank borrowings attributable to the Remaining Group which includes the loans classified in liabilities associated with assets held for sales were amounted RMB789.8 million and which carried interest rate varied in accordance with the base rate of People’s Bank of China.

Exposure to Foreign Exchange

The revenue of the Remaining Group is mainly denominated in Renminbi, and the cost of production and purchase are mainly denominated in Renminbi. Therefore, the Remaining Group is not exposed to any other material foreign currency exchange risk. The convertible notes of the Company is denominated in Hong Kong dollars. An average rate and a closing rate of HK$1.2614: RMB1 and HK$1.2588: RMB1, respectively, were applied on consolidation of the financial statements for the year ended 30 June 2014.

Charges on Assets

As at 30 June 2014, certain assets which includes assets classified as held for sale of the Remaining Group with an aggregate amount of approximately RMB2,893.7 million (31 December 2013: RMB3,617.0 million), represented by pledged time deposits for short term finance of approximately RMB Nil (31 December 2013: RMB98 million), properties under development of approximately RMB1,316.2 million (31 December 2013: RMB1,249.0 million), completed properties held for sale of approximately RMB28.3 million (31 December 2013: RMB29.6 million), investment properties of approximately RMB203 million (31 December 2013: RMB894 million), property, plant and equipment of approximately RMB468.8 million (31 December 2013: RMB468.8 million) and land use right of approximately RMB877.6 million (31 December 2013: RMB877.6 million), were pledged to secure general banking facilities. Of which, investment properties amounted RMB203 million (31 December 2013: RMB203 million) was attributable to the Combined Property.

Numbers and Remuneration of Employees

As at 30 June 2014, the Remaining Group had approximately 669 (31 December 2013: 658) employees, with about 663 in the Mainland China and 6 in Hong Kong. All employees 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 Group. Disposal of the Combined Property would not change the number and remuneration of employees materially as they will be relocated to other projects of the Remaining Group.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Capital Commitment and Contingent Liabilities

Details of the capital commitment and contingent liabilities are set out in notes 19 and 20 respectively to the condensed consolidated financial statements of the 2014 Interim Report. There was no capital commitment and contingent liabilities in relation to the Combined Property.

For the Year Ended 31 December 2013

Revenue and Gross Profit

The revenue and gross profit of the Group for the year ended 31 December 2013 amounted to RMB397.4 million (2012: RMB437.9 million) and RMB25.6 million (2012: RMB12.7 million), respectively. Revenue and gross profit of the Combined Property amounted to RMB7.3 million (2012: RMB11.8 million) and RMB5.9 million (2012: RMB9.7 million) respectively. Therefore, revenue and gross profit of the Remaining Group amounted to RMB390.1 million and RMB19.6 million respectively.

During the year ended 31 December 2013, revenue of RMB376.5 million was recorded from our property development business (2012: RMB411.0 million). Of which, RMB210.0 million was attributable to the ongoing delivery of residential units and car parking spaces of Yuhaiwan (譽海灣) in Haikou before the completion date of the disposal of its project company and RMB166.5 million was attributable to the sales of some remaining villas and car parking spaces of Shangyu Garden (上譽花園) and South Lake Village Phase I (南湖山莊第一期) in Guangzhou.

Rental income generated from investment properties and car parking spaces of the Group reduced to RMB9.2 million (2012: RMB14.2 million). It was because of the disposal of substantially all the commercial units of Dongmingxuan (東鳴軒) in early 2012 as well as increased vacancies of commercial units of the Combined Property. Rental income derived from the Combined Property amounted to RMB7.3 million (2012: RMB11.8 million). Therefore, rental income derived from the Remaining Group amounted to RMB1.9 million.

The Group commenced its business of property management in April 2012. Revenue of RMB11.7 million (2012: RMB12.7 million) was recorded in 2013. Of which, subletting income amounted RMB10.3 million was derived from tenants of a leased property which was subsequently acquired by the Group in November 2013.

A gross profit and overall gross profit margin of RMB25.6 million and 6.4%, respectively, were recorded from property development, investment and management in 2013 as compared to RMB12.7 million and 2.9%, respectively, in 2012. Of which, gross profit amounted to RMB5.9 million (2012: RMB9.7 million) was derived from the Combined Property. Therefore, gross profit amounted to RMB19.6 million was derived from the Remaining Group. Delivery of residential units of Yuhaiwan and sales of remaining villas and car parking spaces of Shangyu Garden and South Lake Village Phase

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

I recorded a minimal gross profit margin after taking into account their acquisition costs from Previous Acquisition, subsequent development costs as well as provision for impairment losses.

Distribution Costs

During the year, distribution costs amounted to RMB35.6 million (2012: RMB40.9 million). Of which, RMB17.1 million and RMB17.7 million were attributable to marketing activities of projects in Hainan and Xintian Banshan (新天半山) in Guangzhou. In 2012, substantial distribution costs were related to projects in Hainan. None of this amount was attributable to the operation of the Combined Property in 2013 and 2012. Therefore, distribution costs amounted to RMB35.6 million was attributable to the operation of the Remaining Group.

Administrative and Other Operating Expenses

During the year, administrative and other operating expenses totaling RMB109.3 million was recorded (2012: RMB103.1 million). This was the result of increased legal, compensation and professional expenses incurred, inter alia, for various projects and notifiable transactions during the year off-setting by reduced charges of salaries & welfare expenses, reduced rental expenses and saving of business entertainment and sundry expenses. Administrative and other operating expenses totalling RMB3.0 million (2012: RMB0.8 million) was attributable to the operation of the Combined Property. Therefore, administrative and other operating expenses totalling RMB106.2 million was attributable to the operation of the Remaining Group.

Loss on Disposal of the Combined Property

According to the pro forma statements as set out in Appendix III on the basis, the Combined Property was being disposed for a cash consideration of RMB298 million, a loss of RMB16.4 million was recorded by the Remaining Group. The loss on disposal of the Combined Property is the difference of the gross sales consideration of RMB298.0 million for the disposal of the Combined Property, the carrying amount of the Combined Property, the related business and other taxes and the estimated transaction costs (including lawyer’s fee, other professional fee and etc.) to be incurred upon completion of the Proposed Disposal.

Gain on Disposal of Subsidiaries

Hainan White Horse Swan Bay Garden Properties Limited was being disposed for a cash consideration of approximately RMB85.1 million and a gain of RMB11.7 million was recorded. Besides, Hainan Honglun Properties Limited was being disposed by cancelling convertible notes with face value of HK$337 million held by Talent Trend and a gain of RMB141.7 million was recorded.

– 17 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Gain on Bargain Purchase of Subsidiaries

In September 2013, the Group entered into agreement with Talent Trend for the acquisition of entire equity interests in Neo Bloom Limited. The consideration of RMB307 million was arrived with reference to, among others, the unaudited net asset value of the project companies as at 31 July 2013 and adjusted with the valuation of the investment property it held. The acquisition was completed in November 2013 and a gain of RMB27.5 million was recorded.

Impairment Loss and Fair Value Changes on Properties Portfolio

Regarding our investment properties, a net revaluation deficit of RMB13.7 million (2012: RMB3.6 million) was recorded for our investment properties portfolio in Guangzhou in 2013. All of this amount was attributed to the Combined Property (2012: RMB4.1 million). None of this amount was attributed to the Remaining Group. Regarding residential property sector, the Chinese Government and local authorities rushed out many tightening measures to curb surging prices in recent years. These put pressure on the further upward momentum of the price of huge-sized luxurious residential property. After consideration of market conditions, paces of pre-sale, further development costs to be incurred as well as latest revaluation, provision of impairment loss totalling RMB171.6 million (2012: RMB361.2 million) has been made primarily for the costs of properties under development in 2013. The above revaluation was conducted by an independent qualified professional valuer.

Fair Value Changes on Derivative Financial Instrument

According to applicable accounting standards, the fair value of the derivative component of the convertible notes issued by the Company for Previous Acquisition has to be re-measured. The Company’s right to redeem the convertible notes before its maturity date represents this derivative component. Its fair value will vary with its unexpired period to maturity, outstanding face value as well as the Company’s share price and its volatility. A fair value deficit of RMB84.9 million (2012: RMB55.9 million) was recorded in the year after re-assessment conducted by an independent qualified professional valuer.

Share of Loss of an Associate

We partnered with Sun Hung Kai Properties Group in carrying out the Linhe Cun Rebuilding project (林和村重建項目) at the CBD of Tianhe District of Guangzhou. ‘‘Forest Hills (峻林)’’ is the high-end residential portion of the project. Increased marketing and administrative expenses were incurred since the commencement of pre-sale in December 2012. Two phases of pre-sale had already been launched and an encouraging result was achieved. The Group’s share of loss of this 30% owned project company was RMB19.1 million in 2013 (2012: RMB7.4 million).

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Finance Cost

Imputed finance cost totaling RMB119.7 million (2012: RMB117.7 million) was arising from the convertible notes issued for the Previous Acquisition. Whereas, finance costs arising from bank and other borrowings (before capitalisation) remained relatively steady at RMB69.3 million (2012: RMB70.4 million). Of which, finance costs arising from bank borrowing for the Remaining Group amounted RMB146.6 million.

Gain/loss for the Year from Discontinued Operations

According to applicable accounting standard, results arising from hotel operation, electronic products operation, trading of commodities and listed equity and provision of loan financing were classified and presented as a separate item in the consolidated statement of profit or loss and other Comprehensive income.

Hotel Operation

Despite intensified market competition and PRC President Xi’s campaign against corruption and extravagant spending, the management of Company and the Group had strived for improved results in 2013. Gross revenue totaling RMB173.8 million (2012: RMB150.6 million) from room rentals, food and beverage (‘‘F&B’’) and other ancillary services was achieved. The average occupancy rate improved from 55% in 2012 to 68% in 2013 with the average room rate remained stable at approximately RMB805 per room night (2012: RMB787 per room night). Gross revenue from rooms and F&B increased by approximately 24% and 2%, respectively. A gross profit of RMB48.9 million (2012: RMB29.8 million) was recorded in 2013. After the depreciation and amortisation charge of RMB30.3 million, finance costs of RMB37.3 million and a oneoff sundry income of RMB26 million, a post-tax gain of RMB5.0 million (2012: loss of RMB25.8 million) was recorded.

100% equity interest of the project company of Hilton Guangzhou Tianhe is agreed to be disposed for an initial cash consideration of approximately RMB1,015 million. As at the date of the Annual Report 2013, the Group has received three tranche of the initial consideration totaling approximately RMB812 million. A gain or loss arising from the disposal would be recorded upon completion of the disposal in 2014. Detail of the disposal was stated in the circular to the shareholders of the Company dated 26 June 2013.

Business of electronic products, equity and commodities investments

The manufacturing business environment in PRC was challenging during the 5 months’ period before completion of the disposal, revenue, gross profit margin and posttax net loss of RMB76.1 million, 18.7%, and RMB18.3 million, respectively, were recorded as compared to RMB243.8 million, 20.5% and RMB26.8 million, respectively, in 2012. The Group had completed the disposal of these business segments in May 2013 for a cash consideration of HK$200,000. A gain on disposal amounted RMB23.0 million was recorded.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Taxation

During the year ended 31 December 2013, a net tax credit of RMB48.9 million (2012: RMB133.0 million) was recorded. It was primarily the results of reversal of previous provided deferred tax led by revaluation deficit of our properties portfolio. Out of the above, a tax credit of RMB10.9 million (2012: RMB2.6 million) was attributable to the revaluation deficit of the Combined Property. A tax credit of RMB38.0 million (2012: RMB130.4 million) was attributable to the Remaining Group.

Loss for the Period Attributable to Owners of the Company

As a result of reorganisation activities, gains on discontinued operations and acquisition/disposal of subsidiaries were recorded. Together with reduced provision for impairment loss on our properties portfolio, loss attributable to owners of the Company reduced significantly from RMB544.7 million in the 2012 to RMB238.0 million in 2013. Of which, a profit of RMB0.1 million (2012: RMB7.3 million) was attributable to the owners of the Company in relation to the Combined Property. Loss of RMB229.9 million (2012: RMB552.0 million) was attributable to the owners of the Remaining Group.

Liquidity and Financial Resources

The Group’s total assets as at 31 December 2013 were approximately RMB5,893.3 million (31 December 2012: approximately RMB6,870.8 million) which were financed by the total equity and total liabilities (including convertible notes and promissory notes) of approximately RMB244.5 million (31 December 2012: approximately RMB697.7 million) and approximately RMB5,648.8 million (31 December 2012: approximately RMB6,173.1 million) respectively. Of which, total assets of RMB294.7 million was attributable to the Combined Property and which was financed by bank borrowing of RMB50.3 million. Total assets of RMB5,878.9 million was attributable to the Remaining Group and which was financed by the total equity and total liabilities (including convertible notes) of approximately RMB252.6 million and RMB5,626.3 million respectively. The directors consider the Group will have sufficient working capital for its operations and financial resources for financing future investment opportunities in suitable business ventures. The Group borrowings were all denominated in Renminbi. Bank balances and cash were mainly denominated in Hong Kong Dollars, United States Dollars and Renminbi.

Capital Structure

On 10 December 2010, convertible notes and promissory notes in principal amount of HK$3,100 million and HK$160 million respectively were issued as part of the consideration for the Acquisition. The Group’s gearing ratio then computed as total debts over total assets was approximately 95.9% as at 31 December 2013 (31 December 2012: 89.8%). As at 31 December 2013, bank borrowings which includes the loans classified in liabilities associated with assets held for sales were amounted to RMB1,083.8 million (2012: RMB1,490.0 million) carried interest rate varied in accordance with the base rate of People’s Bank of China. Whereas other borrowings amounted to RMB226.7 million (2012: RMB408.8 million) and RMB119.4 million (2012: RMB8.2 million) carried fixed interest rate and interest free respectively. Bank borrowing attributable to the Combined

– 20 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Property amounted RMB50.3 million and which carried interest rate varied in accordance with the base rate of People’s Bank of China. Bank borrowings attributable to the Remaining Group which includes the loans classified in liabilities associated with assets held for sales were amounted RMB1,033.5 million and which carried interest rate varied in accordance with the base rate of People’s Bank of China. The gearing ratio of the Remaining Group was approximately 95.7%.

Exposure to Foreign Exchange

The revenue of the Group is mainly denominated in Renminbi, and the cost of production and purchase are mainly denominated in Renminbi. Therefore, the Group is not exposed to any other material foreign currency exchange risk. The convertible notes of the Company is denominated in Hong Kong dollars. An average rate and a closing rate of HK$1.23327: RMB1 and HK$1.27189: RMB1, respectively, were applied on consolidation of the financial statements for the year ended 31 December 2013.

Charges on Assets

As at 31 December 2013, certain assets which includes assets classified as held for sale of the Group with an aggregate amount of approximately RMB3,617.0 million (31 December 2012: RMB4,057.1 million), represented by pledged time deposits for short term finance of approximately RMB98 million (31 December 2012: RMB Nil) properties under development of approximately RMB1,249.0 million (31 December 2012: RMB1,876.1 million), completed properties held for sale of approximately RMB29.6 million (31 December 2012: RMB550.4 million), investment properties of approximately RMB894 million (31 December 2012: RMB258.8 million), property, plant and equipment of approximately RMB468.8 million (31 December 2012: RMB481 million) and land use right of approximately RMB877.6 million (31 December 2012: RMB890.8 million), were pledged to secure general banking facilities. Of which, investment properties amounted RMB203 million was attributable to the Combined Property.

Numbers and Remuneration of Employees

As at 31 December 2013, the Group had approximately 658 (31 December 2012: 1,875) employees, with about 652 in the Mainland China and 6 in Hong Kong. All employees 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 Group. In 2013, a resolution had been passed in the annual general meeting for the adoption of a new share option scheme. Details of the new share option scheme were shown in the Appendix II of the circular dated 17 April 2013. No share options were granted under the new scheme. Disposal of the Combined Property would not change the number and remuneration of employees materially as they will be relocated to other projects of the Remaining Group.

– 21 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Capital Commitment and Contingent Liabilities

Details of the capital commitment and contingent liabilities are set out in notes 46 and 49 respectively to the consolidated financial statements of 2013 Annual Report. There was no capital commitment and contingent liabilities in relation to the Combined Property.

For the Two Years Ended 31 December 2012

Detailed management discussion and analysis of the Group has been disclosed in each of the annual report 2011 and 2012 of the Company. Given the net assets, turnover and profit/loss attributable by the Combined Property to the Group were relatively small for the two years ended 31 December 2012, we have included below the key discussion in respect of the Remaining Group during these period.

For the Year Ended 31 December 2012

Revenue and Gross Profit

The revenue and gross profit of the Group for the year ended 31 December 2012 amounted to HK$1,020.1 million and HK$113.3 million respectively. Revenue and gross profit of the Combined Property amounted to RMB11.8 million and RMB9.7 million respectively. Therefore, revenue and gross profit of the Combined Property is relative small comparing with the revenue and gross profit of the Remaining Group.

Impairment Loss and Fair Value Changes on Properties Portfolio

Under the ‘‘home-purchase restricted’’ environment and reduced transaction volume in 1-tier cities in PRC, huge supply in the Haikou City, reference to their costs from Previous Acquisition and the latest revaluation as well as our internal re-assessment of prospect of our properties portfolio, provision for impairment losses of HK$290.2 million and HK$152.6 million have been made in 2012 against our properties under development and for sale in Guangzhou and Haikou, respectively. Regarding our investment properties, a revaluation surplus of HK$2 million was recorded from a house held in Hong Kong. However, such surplus was offset by a net deficit of HK$6.5 million resulted from the revaluation of commercial units of Tianlun Garden (天倫花園) and Shangyu Garden and contracted value of remaining commercial units of Dongmingxuan in Guangzhou. Whereas, a revaluation surplus of HK$61.3 million was recorded by comparison of valuation and net book value of the hotel premise. All the above revaluation was conducted by an independent qualified valuer.

Liquidity and Financial Resources

The Group’s total assets as at 31 December 2012 were approximately HK$8,526.4 million which were financed by the total equity and total liabilities (including convertible notes and promissory notes) of approximately HK$865.6 million and approximately HK$7,660.8 million. Given the relatively small asset size of the Combined Property, which had a valuation of RMB296.7 million as at 31 December 2012, the directors

– 22 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

consider the Remaining Group would have sufficient working capital for its operations and financial resources for financing future investment opportunities in suitable business ventures. The Remaining Group borrowings were all denominated in Renminbi. Bank balances and cash were mainly denominated in Hong Kong Dollars, United States Dollars and Renminbi. As at 31 December 2012, there were no outstanding forward contracts in foreign currency committed by the Remaining Group that might involve it in significant foreign exchange risks and exposures.

Capital Structure

On 10 December 2010, convertible notes and promissory notes in principal amount of HK$3,100 million and HK$160 million respectively were issued as part of the consideration for the Previous Acquisition. The Group’s gearing ratio then computed as total debts over total assets was approximately 89.8% as at 31 December 2012. As at 31 December 2012, bank borrowings which includes the loans classified in liabilities associated with assets held for sales were amounted to RMB1,490.0 million carried interest rate varied in accordance with the base rate of People’s Bank of China. Whereas other borrowings amounted to RMB408.8 million and RMB8.2 million carried fixed interest rate and interest free respectively. Bank borrowing attributable to the Combined Property amounted RMB62.3 million and which carried interest rate varied in accordance with the base rate of People’s Bank of China.

Charges on Assets

As at 31 December 2012, certain assets which includes assets classified as held for sale of the Group with an aggregate amount of approximately HK$5,034.9 million, represented by properties under development of approximately HK$2,328.2 million, completed properties held for sale of approximately HK$683.1 million investment properties of approximately HK$321.2 million, property, plant and equipment of approximately HK$596.9 million and land use right of approximately HK$1,105.5 million, were pledged to secure general banking facilities. Of which, investment properties amounted RMB296.7 million was attributable to the Combined Property.

For the Year Ended 31 December 2011

Revenue and Gross Profit

The revenue and gross profit of the Group for the year ended 31 December 2011 amounted to HK$696.4 million and HK$78.6 million, respectively. These represent increases of 70.1% and 25.6%, respectively, as compared with last year. Such increases were mainly contributed to the Previous Acquisition of real estate businesses in 2010. Revenue and gross profit of the Combined Property amounted to RMB12.6 million and RMB10.4 million respectively. Therefore, revenue and gross profit of the Combined Property is relative small comparing with the revenue and gross profit of the Remaining Group.

– 23 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Impairment Loss and Fair Value Changes on Properties Portfolio

During the year, the PRC government imposed a series of austerity measures to curb soaring housing prices, including higher down payment requirements, raising mortgage interest rates, direct restrictions on home purchases, the establishment of price control targets, third-home purchase bans and a trial real estate tax in certain biggest cities in the state. In addition, the raising of RMB Required Reserve Ratio (‘‘RMB RRR’’) for deposit taking to historical high, the fear of global economic double dip recession and the spread of Europe’s financial crisis casted further shadow on the property market in China. Investment demand, inelastic demand and market sentiment had been seriously undermined. House prices in some cities had started to cool and nationwide sales volume was contracted obviously.

The government’s plan to make Hainan province an international tourism destination and a two-year lending binge commenced in 2008, had driven huge capital into the property sector and helped making the island posted the biggest property price hike in the country in 2010. As a result of the persisted nationwide austerity measures in 2011, the market returned to normal and a marked correction took place. A provision of HK$414.7 million has been made against the properties under development in Hainan Haikou.

Guangzhou City, being one of the first-tier cities subject to onerous property control measures, seen slight adjustments in house prices but substantial reduction on transaction number of properties sales. Upon conservative consideration and by reference to assessment made by professional independent qualified valuer, provision of HK$185.0 million and HK$59.7 million have been made against our completed properties held for sales and investment properties, respectively.

Many 5-star luxury hotels were opened in Guangzhou City during the year and few more will be opened in 2012 and onwards. To cater for such keen competition, we completed the interior renovation and amenities with higher standard than its original plan. Under such competitive environment and cautious sentiment in commercial property market, a provision of HK$269.8 million has been made against the building, plant and equipment of the Hotel after valuation conducted by professional independent qualified valuer.

Liquidity and Financial Resources

The Group’s total assets as at 31 December 2011 were approximately HK$8,182.3 million which were financed by the total equity and total liabilities (including convertible notes and promissory notes) of approximately HK$1,644.2 million and approximately HK$6,538.1 million respectively. Given the relatively small asset size of the Combined Property, which had a valuation of RMB300.8 million as at 31 December 2011, the directors consider the Remaining Group would have sufficient working capital for its operations and financial resources for financing future investment opportunities in suitable business ventures. The Remaining Group borrowings were all denominated in Renminbi. Bank balances and cash were mainly denominated in Hong Kong Dollars, United States

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Dollars and Renminbi. As at 31 December 2011, there were no outstanding forward contracts in foreign currency committed by the Remaining Group that might involve it in significant foreign exchange risks and exposures.

Capital Structure

On 10 December 2010, convertible notes and promissory notes in principal amount of HK$3,100 million and HK$160 million respectively were issued as part of the consideration for the Acquisition. The Group’s gearing ratio then computed as total debts over total assets was approximately 79.9% as at 31 December 2011. As at 31 December 2011, bank borrowings amounted to RMB991.3 million carried interest rate varied in accordance with the base rate of People’s Bank of China. Whereas other borrowings amounted to RMB306.2 million and RMB160.9 million carried fixed interest rate and interest free respectively. Bank borrowing attributable to the Combined Property amounted RMB62.3 million and which carried interest rate varied in accordance with the base rate of People’s Bank of China.

Charges on Assets

As at 31 December 2011, certain assets of the Group with an aggregate amount of approximately HK$4,967.4 million, represented by properties under development of approximately HK$2,457.2 million, investment properties of approximately HK$808.5 million, property, plant and equipment of approximately HK$571.5 million and land use right of approximately HK$1,130.2 million, were pledged to secure general banking facilities. Of which, investment properties amounted RMB300.8 million was attributable to the Combined Property.

– 25 –

UNAUDITED FINANCIAL INFORMATION OF THE COMBINED PROPERTY

APPENDIX II

PROFIT AND LOSS STATEMENT AND VALUATION OF THE COMBINED PROPERTY

(1) Profit and Loss Statement of the Combined Property

Revenue Cost of sales Decrease in fair value of investment property Administrative expenses (Loss)/Profit before tax Income tax credit (Loss)/Profit for the year/ period (2) Valuation Valuation of the Combined Property	Year ended 31 December 2011 2012 2013 RMB’000 RMB’000 RMB’000 12,562 11,811 7,317 (2,122) (2,142) (1,385) 10,440 9,669 5,932 (27,158) (4,100) (13,683) (1,427) (790) (3,046) (18,145) 4,779 (10,797) 18,096 2,563 10,906 (49) 7,342 109 Year ended 31 December 2011 2012 2013 RMB’000 RMB’000 RMB’000 300,800 296,700 294,700	Six months ended 30 June 2014 RMB’000 2,972 (525) 2,447 — (1,434) 1,013 — 1,013 Six months ended 30 June 2014 RMB’000 294,700

Note: The valuation of the Combined Property was based on the valuation report as at 31 December 2011, 31 December 2012, 31 December 2013 and 30 June 2014 prepared by B.I. Appraisals Limited, an independent qualified valuer.

– 26 –

UNAUDITED FINANCIAL INFORMATION OF THE COMBINED PROPERTY

APPENDIX II

Procedures have been carried out by Cheng & Cheng Limited, the reporting accountant of the Company, on the unaudited profit and loss statement of the Combined Property and valuation of the Combined Property as shown in the above tables in accordance with Hong Kong Standards on Related Services 4400 ‘‘Engagement to perform Agreed-Upon Procedures Regarding Financial Information’’ issued by the Hong Kong Institute of Certified Public Accountants to assess whether such information was in agreement with the underlying books and records of the Group or the valuation reports prepared by B.I. Appraisals Limited, an independent qualified valuer. Cheng & Cheng Limited, the reporting accountant of the Company, reported that they found that such information was in agreement with the underlying books and records of the Group or the valuation reports prepared by B.I. Appraisals Limited.

– 27 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

1. Introduction

The following is the unaudited pro forma consolidated statement of financial position and the unaudited pro forma consolidated statement of profit or loss and other comprehensive income (collectively referred to as the ‘‘Unaudited Pro Forma Financial Information’’) of the Remaining Group which have been prepared on the basis of the notes set out below for the purpose of illustrating the effect of the Proposed Disposal on the financial position of the Group as if the Proposed Disposal had been completed on 30 June 2014 and the results of the Group if the Proposed Disposal had been completed on 1 January 2013.

The Unaudited Pro Forma Financial Information of the Remaining Group has been prepared by the directors of the Company in accordance with Rule 4.29 of the Listing Rules for illustrative purpose only, which are subjected to assumptions, estimates, uncertainties and other currently available financial information, and because of its hypothetical nature, it may not give a true picture of the financial position of the Group as at 30 June 2014 or at any future date or the results of the Group for the year ended 31 December 2013 or for any future period.

Unaudited pro forma consolidated statement of assets and liabilities of the Remaining Group

The unaudited pro forma consolidated statement of financial position of the Remaining Group has been prepared based on the unaudited consolidated financial position of the Group as at 30 June 2014, which has been extracted from the published interim report of the Group for the six months ended 30 June 2014, with the pro forma adjustments relating to the Proposed Disposal, that are directly attributable to the Proposed Disposal and which are factually supportable, as explained in the notes below.

Unaudited pro forma consolidated statement of profit or loss and other comprehensive income of the Remaining Group

The unaudited pro forma consolidated statement of profit or loss and other comprehensive income of the Remaining Group has been prepared based on the result of the Group for the year ended 31 December 2013, which has been extracted from the published annual report of the Group for the year ended 31 December 2013, with the pro forma adjustments relating to the Proposed Disposal, that are directly attributable to the Proposed Disposal and which are factually supportable, as explained in the notes below.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

1. Unaudited Pro Forma Consolidated Statement of Financial Position of the Remaining Group

Non-current assets Investment properties Property, plant and equipment Investment in an associate Available-for-sale financial assets Loan receivables from an associate Current assets Properties under development Completed properties held for sale Trade receivables Prepayments, deposits and other receivables Tax prepayment Cash and cash equivalents Assets classified as held for sale	The Group as at 30 June 2014 Pro forma adjustments RMB’000 Notes RMB’000 (Note 1) 1,083,911 2 (294,700) 4,259 533,674 1,279 147,432 1,770,555 1,645,280 190,959 499 143,199 49,019 396,078 2 234,540 2,425,034 1,382,204 3,807,238	The Remaining Group RMB’000 789,211 4,259 533,674 1,279 147,432
		1,475,855
		1,645,280 190,959 499 143,199 49,019 630,618
		2,659,574 1,382,204
		4,041,778

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Current liabilities Accruals, deposits received and other payables Provision for tax Borrowings Liabilities associated with assets classified as held for sale Net current assets Total assets less current liabilities Non-current liabilities Deferred tax liabilities Borrowings Convertible notes Net assets Equity Share capital Reserves Equity attributable to the owners of the Company Non-controlling interests Total equity	The Group as at 30 June 2014 Pro forma adjustments RMB’000 Notes RMB’000 (Note 1) 1,905,877 2 (1,384) 133,224 4 86,378 551,701 2 (12,000) 2,590,802 797,174 3,387,976 419,262 2,189,817 434,848 4 (3,756) 4 (90,490) 32,340 2 (32,340) 1,660,652 2,127,840 61,977 12,452 29,533 3 (14,436) 4 3,756 4 4,112 41,985 19,992 61,977	The Remaining Group RMB’000 1,904,493 219,602 539,701
		2,663,796 797,174
		3,460,970
		580,808
		2,056,663
		340,602 — 1,660,652
		2,001,254
		55,409
		12,452 22,965
		35,417 19,992
		55,409

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

1. Unaudited Pro Forma Consolidated Statement of Profit or Loss and Other Comprehensive Income of the Remaining Group

Continuing operations Revenue Cost of sales Gross profit Other revenue and net income Gain on bargain purchase of subsidiaries Gain on disposal of subsidiaries Distribution costs Administrative and other operating expenses Share of loss of an associate Impairment loss of properties under development Fair value changes on investment properties Fair value changes on derivative financial instrument Loss on disposal of the Combined Property Finance costs Loss before income tax Income tax credit Loss for the year from continuing operations Discontinued operations Gain for the year from discontinued operations Loss for the year	The Group for the year ended 31 December 2013 Pro forma adjustments RMB’000 Notes RMB’000 (Note 1) 397,413 5 (7,317) (371,837) 5 1,385 25,576 61,947 5 (1,973) 27,544 153,418 (35,555) (109,291) 5 3,046 (19,051) (171,584) (13,683) 5 13,683 (84,906) — 6 (16,436) (150,613) 5 4,061 (316,198) 48,933 7 3,744 7 7,914 (267,265) 9,597 (257,668)	The Remaining Group RMB’000 390,096 (370,452) 19,644 59,974 27,544 153,418 (35,555) (106,245) (19,051) (171,584) — (84,906) (16,436) (146,552) (319,749) 60,591 (259,158) 9,597 (249,561)

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Other comprehensive loss Items that may be reclassified subsequently to profit or loss: Deficit on available-for-sale financial assets Release of translation reserve upon disposal of subsidiaries Exchange gain on translation of financial statements of foreign operations Other comprehensive income for the year Total comprehensive loss for the year Loss attributable to: Owners of the Company Non-controlling interests Total comprehensive loss attributable to: Owners of the Company Non-controlling interests	The Group for the year ended 31 December 2013 Pro forma adjustments RMB’000 Notes RMB’000 (Note 1) (318) 39,925 36,676 76,283 (181,385) (237,999) 5 12,885 6 (16,436) 7 11,658 (19,669) (257,668) (161,716) 5 12,885 6 (16,436) 7 11,658 (19,669) (181,385)	The Remaining Group RMB’000 (318) 39,925 36,676 76,283 (173,278) (229,892) (19,669) (249,561) (153,609) (19,669) (173,278)

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

4. Notes to Unaudited Pro Forma Financial Information of the Remaining Group

• (1) The carrying amounts of assets and liabilities are extracted from the unaudited consolidated statement of financial position of the Group as at 30 June 2014 included in the published interim report of the Group for the six months ended 30 June 2014 and the audited consolidated statement of profit or loss and other comprehensive income of the Group for the year ended 31 December 2013 are extracted from the audited consolidated financial statements of the Group for the year ended 31 December 2013 included in the published annual report of the Group for the year ended 31 December 2013.

• (2) According to the Sale and Purchase Agreement, the Purchaser has agreed to acquire the Property as at a consideration of RMB266,000,000 from Guangzhou Kinyang Real Estate Development Co., Ltd. The consideration is to be settled through three instalments whereby 50% of the sales consideration would be settled through two instalments prior to the Completion Date and the remaining 50% would be settled upon the Completion Date.

The pro forma adjustment represents the derecognition of the carrying amount of RMB294,700,000 of the Property together with the basement level of the same property which was disposed earlier, details of which can be referred to the announcement of the Company dated 15 October 2014 and such transaction has been completed on 21 October 2014. The estimated pro forma net cash of RMB234,540,000 received from the Proposed Disposal as if it had taken place on 30 June 2014. The estimated pro forma net cash received is the difference of the gross sales consideration of RMB298,000,000 for disposal of the Combined Property, the rental deposit received for the properties, borrowing from the pledged properties, the related business and other taxes and the estimated transaction costs (including lawyer’s fee, other professional fee and etc.) to be incurred upon completion of the Proposed Disposal.

Sales consideration of the Property Sales consideration of the basement level of the same property which was disposed earlier Gross sales consideration Less: Rental deposit received Less: Borrowings Less: Related business tax and other tax net effect Less: Estimated transaction costs Net cash received from the Proposed Disposal	RMB’000 266,000 32,000 298,000 (1,384) 296,616 (44,340) 252,276 (16,986) 235,290 (750) 234,540

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

• (3) The pro forma adjustment represents the pro forma loss arising on the Proposed Disposal as if it had been completed on 30 June 2014 as follows:

Sales consideration of the Property Sales consideration of the basement level of the same property which was disposed earlier Gross sales consideration Less: Carrying amount of the Combined Property as at 30 June 2014 Less: Related business tax and other taxes net effect Less: Estimated transaction costs Pro forma loss on disposal of the Combined Property	RMB’000 266,000 32,000
	298,000 (294,700 (16,986 (750
	(14,436)

• (4) The pro forma adjustment represents the pro forma effect on deferred tax liability and taxation as if the Proposed Disposal had been completed on 30 June 2014 as follows:

Decrease in deferred tax liability — tax losses and accelerated tax depreciation recognised in prior years — deferred tax on valuation gain recognised in prior years — recognised as tax provision as if the Proposed Disposal had been completed on 30 June 2014 — over-provision of deferred tax liability to be transferred as tax credit Total	RMB’000 86,378 4,112	RMB’000 3,756 90,490
		94,246

The pro forma adjustment represents the reversal of deferred tax liability of approximately RMB3,756,000 recognised in prior years in relation to the tax losses of the vendor and accelerated tax depreciation of the Combined Property, as if the Proposed Disposal had been completed on 30 June 2014.

The pro forma adjustment also represents the reclassification of previously recognised deferred tax liability of approximately RMB90,490,000 in relation to the valuation gain of the Combined Property, to the provision of tax of approximately RMB86,378,000 and over-provision of tax of approximately RMB4,112,000 as if the Proposed Disposal had been completed on 30 June 2014.

• (5) The pro forma adjustment represents the exclusion of (i) rental income of approximately RMB7,317,000; (ii) expenses of approximately RMB3,046,000 (including legal and professional fee, compensation paid and etc.); (iii) related sales tax of approximately RMB1,385,000; (iv) valuation losses for the Property of approximately RMB13,683,000; (v) finance cost of approximately RMB4,061,000; and (vi) other revenue of approximately RMB1,973,000 related to the bad debts recovery for the year ended 31 December 2013 as if the Proposed Disposal had been completed on 1 January 2013. The pro forma adjustment also represents the effect on loss and total comprehensive loss attributable to owners of the Company during the year.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

• (6) The pro forma adjustment represents the pro forma loss arising on the Proposed Disposal as if the Proposed Disposal had been completed on 1 January 2013 as follows:

Sales consideration of the Property Sales consideration of the basement level of the same property which was disposed earlier Gross sales consideration Less: Carrying amount of the Combined Property as at 1 January 2013 Less: Related business tax and other taxes effect Less: Estimated transaction costs Pro forma loss on disposal of the Combined Property	RMB’000 266,000 32,000
	298,000 (296,700 (16,986 (750
	(16,436)

• (7) The pro forma adjustment represents the pro forma effect on deferred tax liability and taxation as if the Proposed Disposal had been completed on 1 January 2013 as follows:

Decrease in deferred tax liability — tax losses and accelerated tax depreciation recognised in prior years — deferred tax on valuation gain recognised in prior years — recognised as tax provision as if the Proposed Disposal had been completed on 1 January 2013 — over-provision of deferred tax liability to be transferred as tax credit Total	RMB’000 93,581 7,914	RMB’000 3,744 101,495
		105,239

The pro forma adjustment represents the reversal of deferred tax liability of approximately RMB3,744,000 recognised in prior years in relation to the tax losses of the vendor and accelerated tax depreciation of the Property including the basement level of the same property which was disposed earlier, as if the Proposed Disposal had been completed on 1 January 2013.

The pro forma adjustment also represents the reclassification of previously recognised deferred tax liability of approximately RMB101,495,000 in relation to the valuation of the Combined Property, to the provision of tax of approximately RMB93,581,000 and over-provision of tax of approximately RMB7,914,000 as if the Proposed Disposal had been completed on 1 January 2013.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

The following is the text of a report received from Cheng & Cheng Limited, Certified Public Accountants, Hong Kong, in respect of the unaudited pro forma financial information of the Remaining Group to this Circular.

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CHENG & CHENG LIMITED CERTIFIED PUBLIC ACCOUNTANTS 鄭鄭會計師事務所有限公司

26 November 2014

The Board of Directors Talent Property Group Limited Room 1217, North Tower, Concordia Plaza, 1 Science Museum Road, Kowloon, Hong Kong

Dear Sirs,

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Talent Property Group Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’), which has been prepared by the directors of the Company (the ‘‘Directors’’), solely for illustrative purposes only. The audited pro forma financial information consists of the unaudited pro forma consolidated statement of financial position as at 30 June 2014 and the unaudited pro forma consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2013 and related notes as set out on pages 28 to 35 of the circular issued by the Company dated 26 November 2014 (the ‘‘Circular’’). The applicable criteria on the basis of which the Directors have complied the unaudited pro forma financial information are described on page 28 of the Circular.

The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed disposal of the Group’s property known as Tianlun Garden located at No. 17–29 Jianshe Si Ma Lu, Yuexiu District, Guangzhou City, Guangdong Province, the PRC on the Group’s financial position as at 30 June 2014 and its financial performance for the year ended 31 December 2013 as if the disposal had taken place at 30 June 2014 and 1 January 2013 respectively. As part of the process, information about the Group’s financial position and result has been extracted by the Directors from the Group’s published interim report for the six months ended 30 June 2014 and annual report for the year ended 31 December 2013 respectively.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

DIRECTORS’ RESPONSIBILITIES FOR THE PRO FORMA FINANCIAL INFORMATION

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’’ (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

REPORTING ACCOUNTANTS’ RESPONSIBILITIES FOR THE PRO FORMA FINANCIAL INFORMATION

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 respective dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountants comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have complied the unaudited pro forma financial information in accordance with Rule 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

The purpose of unaudited pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2014 or 1 January 2013 would have been as presented.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly complied on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• . The related unaudited pro forma adjustments give appropriate effect to those criteria; and

• . The unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgement, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 Accountants (Practising)

Cheng Hong Cheung

Practising Certificate Number P01802 Hong Kong

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VALUATION REPORT ON THE PROPERTY

APPENDIX IV

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from B.I. Appraisals Limited, an independent property valuer, in connection with its opinion of market value of the Property as at 30 September 2014.

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Unit 1301, 13th Floor, Tung Wai Commercial Building, Nos. 109-111 Gloucester Road, Wan Chai, Hong Kong Tel: (852) 2127 7762 Fax: (852) 2137 9876 Email: info@biappraisal.com.hk Website: www.bigroupchina.com

26 November 2014

The Directors Talent Property Group Limited Unit 1217, North Tower, Concordia Plaza No. 1 Science Museum Road Tsim Sha Tsui, Kowloon Hong Kong

Dear Sirs,

• Re: The unsold units on Level 1 and whole of Levels 2 to 4 of the commercial podium of Tianlun Garden (天倫花園), Nos. 17–29 Jianshe Si Ma Lu, Yuexiu 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’’), which is held by the Company and/or its subsidiaries (hereinafter together referred to as the ‘‘Group’’), 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 September 2014 (hereinafter referred to as the ‘‘Date of Valuation’’).

It is our understanding that this valuation document is to be used by the Company for disclosure purpose in relation to the possible disposal of the Property.

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.

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VALUATION REPORT ON THE PROPERTY

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 an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where 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 METHODOLOGY

The Property, as advised by the Company, is held for investment. In valuing the Property, we have adopted the Investment Method by taking into account the current rents passing and the reversionary income potential of the tenancies.

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.

TITLE INVESTIGATION

We have been provided by the Company with copies of title documents and a legal opinion dated 24 November 2014 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.

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VALUATION REPORT ON THE PROPERTY

APPENDIX IV

LIMITING CONDITIONS

We have inspected the interior of the Property in November 2014. 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 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, tenancy agreements, 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).

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VALUATION REPORT ON THE PROPERTY

APPENDIX IV

REMARKS

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

Our valuation certificate is enclosed herewith.

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 People’s Republic of China and the Asia Pacific regions.

• (2) Inspection of the Property was carried out in November 2014 by Mr. Ken Tsang, Assistant Manager, who has more than 13 years’ experience in the valuation of properties in Hong Kong and the People’s Republic of China.

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VALUATION REPORT ON THE PROPERTY

APPENDIX IV

Property

Description and tenure

Particulars of occupancy

Capital value in existing state as at 30 September 2014

The unsold units on Tianlun Garden, completed in about Level 1 and whole of 2005, is mixed commercial and Levels 2 to 4 of the residential development erected on a site commercial podium with a site area of approximately of Tianlun Garden 7,077.21 sq.m. (76,179 sq.ft.) and (天倫花園), Nos. 17– comprising three blocks of high-rise 29 Jianshe Si Ma Lu, residential building over a 4-storey Yuexiu District, commercial podium with a 3-storey Guangzhou City, commercial/car park basement. It is Guangdong Province, located on the western side of Jianshe Si the PRC (See Note 1 Ma Lu at its junction with Hua le Road below for details) and bounded by Jianshe San Ma Lu on the west within Yuexiu District of Guangzhou City. The Property comprises various unsold units on Level 1 and whole of Levels 2 to 4 of the commercial podium of the subject development.

The total gross floor area of the Property is approximately 11,776.88 sq.m. (126,766 sq.ft.).

Portions of Level 1, Level 2 and Level 4 of the Property, with a total gross floor area of approximately 5,122.03 sq.m. is currently subject to various tenancies for terms of 6.25 to 10 years with the latest to be expire on 30 November 2020 at a total monthly rent of approximately RMB412,503.

The remaining portions having a total gross floor area of approximately 6,654.85 sq.m. are currently vacant.

RMB263,500,000

100% interest attributable to the Group: RMB263,500,000

The land use rights of the Property have been granted for a term of 40 years commencing from 11 February 2004 for commercial use.

Notes:

• (1) The Property comprises the commercial units or spaces designated as Level 1 of Nos. 19, 20–2, 21, 21–1, 21– 2, 23, 23–2, 26, 27, 27–1 and 29 Jianshe Si Ma Lu, Levels 2 to 4 of No. 26 Jianshe Si Ma Lu.

• (2) Pursuant to 13 sets of Certificate of Real Estate Ownership all issued by Guangzhou Municipal Land Resources and Housing Administrative Bureau, the ownership for the Property with a total gross floor area of approximately 11,776.88 sq.m. is vested in 廣州建陽房地產發展有限公司 (Guangzhou Kinyang Real Estate Development Co., Ltd., hereinafter referred to as ‘‘Guangzhou Kinyang’’), which is an indirectly wholly owned subsidiary of the Company. The land use rights of the Property, as stated in the said certificates, are for a term of 40 years commencing from 11 February 2004 for commercial use. Details of the said certificates are summarized as below:

	Date of			Gross
Certificate No.	Registration	Level	No.	Floor Area
				(sq.m.)
粵房地權證穗字第0150061368號	7 April 2011	1	19	26.32
(Yue Fang Di Quan Zheng Sui Zi No. 0150061368)
粵房地權證穗字第0150061376號	7 April 2011	1	20–2	87.20
(Yue Fang Di Quan Zheng Sui Zi No. 0150061376)

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VALUATION REPORT ON THE PROPERTY

APPENDIX IV

	Date of			Gross
Certificate No.	Registration	Level	No.	Floor Area
				(sq.m.)
粵房地權證穗字第0150061385號	7 April 2011	1	21	82.38
(Yue Fang Di Quan Zheng Sui Zi No. 0150061385)
粵房地權證穗字第0150061389號	7 April 2011	1	21–1	57.60
(Yue Fang Di Quan Zheng Sui Zi No. 0150061389)
粵房地權證穗字第0150061401號	7 April 2011	1	21–2	83.00
(Yue Fang Di Quan Zheng Sui Zi No. 0150061401)
粵房地權證穗字第0150061403號	7 April 2011	1	23	83.00
(Yue Fang Di Quan Zheng Sui Zi No. 0150061403)
粵房地權證穗字第0150061410號	7 April 2011	1	23–2	82.38
(Yue Fang Di Quan Zheng Sui Zi No. 0150061410)
粵房地權證穗字第0150061417號	7 April 2011	1	27	220.45
(Yue Fang Di Quan Zheng Sui Zi No. 0150061417)
粵房地權證穗字第0150061418號	7 April 2011	1	27–1	245.82
(Yue Fang Di Quan Zheng Sui Zi No. 0150061418)
粵房地權證穗字第0150061414號	7 April 2011	1	26, 29	952.30
(Yue Fang Di Quan Zheng Sui Zi No. 0150061414)
粵房地權證穗字第0150263670號	25 September	2	—	2,908.76
(Yue Fang Di Quan Zheng Sui Zi No. 0150263670)	2014
粵房地權證穗字第0150263673號	25 September	3	—	3,380.93
(Yue Fang Di Quan Zheng Sui Zi No. 0150263673)	2014
粵房地權證穗字第0150263659號	25 September	4	—	3,566.74
(Yue Fang Di Quan Zheng Sui Zi No. 0150263659)	2014

• (3) We have been advised by the Company that the interest in the Property was acquired by the Company on 10 December 2010 together with other project companies and that the allocated purchase price for the property interests in Tianlun Garden (including those commercial spaces/units that have been disposed of by the Company since its acquisition) was approximately RMB331 million.

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

• (a) Guangzhou Kinyang was established and registered in accordance with the law, and is currently in existence legally and validly.

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

• (c) The Property is not subject to any mortgage, seizure and other third party rights.

• (d) The lease contracts are legitimate and effective.

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VALUATION REPORT ON THE PROPERTY

APPENDIX IV

• (5) The status of the title and grant of major approvals and licences in accordance with the information provided by the Company and the aforesaid legal opinion 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

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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
		Number of	of the
	Number of	underlying	Company’s
	ordinary	shares	issued share
Name	shares held	interest	capital
Winspark Venture Limited1	829,509,340	—	25.69%
Talent Trend Holdings Limited2	—	5,848,030,304	181.13%
Top Rich Limited3	—	1,151,515,151	35.66%

Note:

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

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GENERAL INFORMATION

APPENDIX V

1. The entire issued share capital of Talent Trend Holdings Limited is directly, beneficially and wholly owned by Mr. Zhang Gao Bin. He personally holds 104,285,000 shares of the Company, representing approximately 3.23% issued share capital of the Company.

2. 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 2013, 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 2013, 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.

– 47 –

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 Agreement;

• (b) the agreement dated 15 October 2014 entered into between the Vendor and the Purchaser in relation to the sale and purchase of the basement level of the same property for an aggregate consideration of RMB32.0 million, which has been disclosed in the announcement dated 15 October 2014;

• (c) the agreement dated 18 September 2013, entered into with the Talent Trend Holdings Limited, a connected person, in relation to the acquisition of the entire issued share capital of Neo Bloom Limited (新興有限公司) by the Group at a consideration of RMB307 million, which has been disclosed in the announcement dated 18 September 2013 of the Company;

• (d) the contract for construction works dated 20 June 2013 entered into between Guangzhou City Liwan Qi Che Zhi Pei Factory Company Limited (‘‘廣州市荔灣汽車 制配廠有限公司’’), a wholly owned subsidiary of the Group and 廣東諾廈建設工程 有限公司(Guangdong Connaught Building Construction Engineering Company Limited), an Independent Third Party, in relation to the construction works of the redevelopment of a property owned by the Group at a contract sum of approximately RMB45.7 million;

• (e) the sale and purchase agreement dated 16 May 2013 in relation to the disposal of 100% of the entire equity interests in Guangzhou Junyu Hotel Investment Limited by the Group to (Jinyingfeng Equity Investment Fund (Shenzhen) Co., Ltd.), an Independent Third Party, at a net consideration of RMB1,015 million, which has been disclosed in the announcements dated 18 March 2013 and 20 May 2013 of the Company;

• (f) 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;

• (g) 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;

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GENERAL INFORMATION

APPENDIX V

• (h) 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.

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 (Kingson Law Firm) PRC Legal Advisor

• (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 2013, 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 Agreement;

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

– 49 –

GENERAL INFORMATION

APPENDIX V

• (d) the annual reports of the Company for the two years ended 31 December 2012 and 2013, and interim report of the Company for the six months ended 30 June 2014;

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

• (f) the unaudited financial information of the Property, the text of which is set out in Appendix II to this circular,

• (g) the unaudited pro forma financial statements of the Group and the comfort letter from Cheng & Cheng Limited on pro forma financial statements, the text of which is set out in Appendix III to this circular;

• (h) the valuation report on the Property, the text of which is set out in Appendix IV to this circular; and

• (i) 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.

– 50 –

NOTICE OF THE 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: 760)

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 Monday, 15 December 2014 at 10:30 a.m. to consider and if thought fit, pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

‘‘THAT:

• (a) the Agreement as defined in the circular dated 26 November 2014 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 authorized 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 Agreement and the transactions contemplated thereunder, where required, any amendment of the terms of the 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 November 2014

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. For identification purposes only

– 51 –

NOTICE OF THE SGM

1. 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).

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

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

– 52 –