Tsim Sha Tsui Properties Limited — Proxy Solicitation & Information Statement 2002

Jun 21, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tsim Sha Tsui Properties Limited, you should at once hand this circular to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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TSIM SHA TSUI PROPERTIES LIMITED

(Incorporated in Hong Kong with limited liability)

POSSIBLE MAJOR TRANSACTION

Possible Deemed Disposal of a Majority Interest in Sino Land Company Limited

Financial Advisor to Tsim Sha Tsui Properties Limited

PLATINUM

Securities

21 June 2002

CONTENTS

	page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Conversion Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Business Nature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Use of the Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for and Benefits of the Issue of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Possible Major Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I – Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

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

“Closing Date”	21 May 2002
“Company”	Tsim Sha Tsui Properties Limited, a company incorporated
	in Hong Kong with limited liability, the shares of which
	are listed on the main board of the Stock Exchange
“Conversion Shares”	the Sino Shares to be issued upon conversion of the Notes
	and the Optional Notes
“Deemed Disposal”	the deemed disposal referred to under the section headed
	“Possible Major Transaction” in the “Letter from the Board”
	of this circular
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the legal currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Issuer”	Golden Million Finance Corporation, a wholly-owned
	subsidiary of Sino Land and an indirect subsidiary of the
	Company incorporated under the laws of the British Virgin
	Islands
“Latest Practicable Date”	17 June 2002, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Maturity Date”	21 May 2007
“Merrill Lynch”	Merrill Lynch International
“Noteholders”	holders of the Notes
“Notes”	Convertible notes with an aggregate principal amount of
	HK$1,500,000,000 carrying interest of 3.75% per annum
	denominated in Hong Kong dollars issued by the Issuer on
	the Closing Date and fully guaranteed as to principal and
	interest by Sino Land

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DEFINITIONS

“Option”	the over-allotment option granted by the Issuer to Merrill
	Lynch, which upon exercise, will require the Issuer to issue
	up to a further HK$375,000,000 aggregate in principal
	amount of the Optional Notes
“Optional Notes”	the additional Notes which would be issued on the exercise
	of the Option by Merrill Lynch
“Purchase Agreement”	the Purchase Agreement dated 7 May 2002 entered into
	between Sino Land, the Issuer and Merrill Lynch (for and
	on behalf of itself and two other initial purchasers being
	Bank of China (Hong Kong) Limited and The Bank of East
	Asia, Limited) in connection with the issue of the Notes by
	the Issuer
“SDI Ordinance”	Securities (Disclosure of Interests) Ordinance, Chapter 396
	of the laws of Hong Kong
“Share(s)”	ordinary share(s) of HK$0.20 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Shares
“Sino Directors”	directors of Sino Land
“Sino Group”	Sino Land and its subsidiaries
“Sino Land”	Sino Land Company Limited, a company incorporated in
	Hong Kong with limited liability, the shares of which are
	listed on the main board of the Stock Exchange
“Sino Share(s)”	ordinary share(s) of HK$1.00 each in the share capital of
	Sino Land
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Terms and Conditions”	the terms and conditions of the Notes and the Optional
	Notes, attached as a schedule to the Purchase Agreement
“Trust Deed”	the trust deed entered into between the Issuer, Sino Land
	and The Bank of New York dated 21 May 2002
“U.S. Person(s)”	any U.S. person as defined in Regulation S under the United
	States Securities Act of 1933, as amended
“%”	per cent.

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LETTER FROM THE BOARD

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TSIM SHA TSUI PROPERTIES LIMITED

(Incorporated in Hong Kong with limited liability)

Board of Directors: Robert Ng Chee Siong, Chairman Ronald Joseph Arculli, GBS, OBE, JP * Paul Cheng Ming Fun, JP * Raymond Tong Kwok Tung

Registered Office: 12th Floor, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong

• Independent Non-Executive Directors

21 June 2002

To the Shareholders

Dear Sir or Madam,

POSSIBLE MAJOR TRANSACTION

Possible Deemed Disposal of a Majority Interest in Sino Land

INTRODUCTION

It was announced jointly by both the Company and Sino Land on 7 May 2002 that Sino Land had entered into the Purchase Agreement dated 7 May 2002 with the Issuer and Merrill Lynch in connection with the issue by the Issuer and purchase by Merrill Lynch of the Notes in an aggregate principal amount of HK$1.5 billion plus an Option exercisable by Merrill Lynch against the Issuer in relation to the Optional Notes with an aggregate principal amount of HK$375 million. As at the Latest Practicable Date, the Option has not been exercised. The Company will issue a further announcement on the result of the exercise of the Option on or about 21 June 2002.

As at the Latest Practicable Date, Sino Land was owned and controlled as to approximately 51.65% of its share capital by, and is accordingly a subsidiary of, the Company.

Assuming full conversion of the Notes and based on a conversion price of HK$4.00 per Share, the allotment of Sino Shares arising upon such full conversion of the Notes will constitute a major transaction for the Company and the approval of the Shareholders will be required. However, the controlling Shareholder, Mr. Ng Teng Fong, has granted consent in writing on 2 May 2002 to approve the allotment of Sino Shares arising upon such full conversion of the Notes. Accordingly, no further Shareholders’ approval in general meeting will be required for the allotment of the Sino Shares upon full conversion of the Notes.

The purpose of this circular is to give Shareholders more information regarding the Purchase Agreement and the Deemed Disposal. According to the Listing Rules, a circular to the Shareholders in respect of the possible major transaction mentioned above should have been despatched by the Company within 21 days from the date of the joint announcement by the Company and Sino Land

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LETTER FROM THE BOARD

on 7 May 2002. However, an extension of time for such despatch of the circular has been granted by the Stock Exchange to the Company up to 21 June 2002 as announced by the Company on 31 May 2002.

PURCHASE AGREEMENT

Date

7 May 2002

Parties

Issuer Golden Million Finance Corporation Global coordinator and Merrill Lynch for itself and for and on behalf of Bank of China sole bookrunner (Hong Kong) Limited and The Bank of East Asia, Limited Guarantor Sino Land

Merrill Lynch is the global coordinator and sole bookrunner in respect of the purchase of the Notes.

Merrill Lynch, acting on behalf of itself and as representative for the other initial purchasers named in the Purchase Agreement has agreed, amongst other things, to purchase the Notes.

The Notes will be offered and resold to persons whose ordinary business involves buying, selling or investing in securities, in compliance with any applicable laws and regulations. None of the Notes are being offered to the public in Hong Kong and none of the Notes will be placed to any connected persons (as defined in the Listing Rules) of Sino Land.

Option

The Issuer granted to Merrill Lynch an Option which upon exercise, will require the Issuer to issue up to a further HK$375 million in aggregate principal amount of Optional Notes.

As at the Latest Practicable Date, the Option has not been exercised.

Conditions

All the conditions precedent in the Purchase Agreement have been fulfiled and completion of the issue by the Issuer and purchase by Merrill Lynch of the Notes took place on the Closing Date.

Undertaking

For the period from 7 May 2002 until and including 19 August 2002, the Issuer and Sino Land will not, without the prior written consent of Merrill Lynch, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any additional Notes or any Sino Shares or any securities convertible into or exercisable or exchangeable for Notes or Sino Shares or (ii) file any registration statement under the United States Securities Act of 1933, as amended, with respect to any of the foregoing or (iii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or

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LETTER FROM THE BOARD

indirectly, the economic consequence of ownership of the Notes or Sino Shares, whether any such swap or transaction described in clauses (i) or (ii) above is to be settled by delivery of Notes or Sino Shares or such other securities, in cash or otherwise. The foregoing restriction shall not apply to (A) the Notes to be sold pursuant to the Trust Deed and the Purchase Agreement; (B) any Sino Shares issued by the Issuer upon the exercise of an option or warrant or the conversion of a security outstanding at 7 May 2002; (C) any Sino Shares issued or options to purchase Sino Shares granted pursuant to employee benefit plans of the Issuer or Sino Land; or (D) any Sino Shares issued pursuant to any non-employee director share plan or dividend reinvestment plan. For the avoidance of doubt, Sino Land and the Issuer shall not be prohibited from any of the following: (a) the procuring by Sino Land or its subsidiaries of any bank loans via a syndicated transaction or otherwise and the issue of any instruments relating thereto or the issue of any instruments commonly referred to as transferable loan certificates; or (b) a securitisation transaction originated by Sino Land in which there is limited recourse to Sino Land; or (c) the issue by Sino Land or its subsidiaries of any non-equity linked bonds or notes.

Principal Terms of the Notes

The principal terms of the Notes, which have been constituted by a Trust Deed are summarised as follows:

Issuer	Golden Million Finance Corporation
Guarantor	Sino Land
Global coordinator and	Merrill Lynch
sole bookrunner
Principal amount	HK$1.5 billion, or up to HK$1.875 billion in the case of the
	exercise by Merrill Lynch of the Option in full.
Maturity Date	21 May 2007
Issue price	100% of the principal amount of the Notes.
Interest	The Notes will bear interest from (and including) the Closing
	Date at 3.75% per annum on the principal amount of each
	Note or Optional Note, as the case may be, payable semi-
	annually in arrears up to and excluding the Maturity Date.
Conversion rights	Holders of the Notes have the right at any time on and after 20
	June 2002 up to the close of business on 14 May 2007 to
	convert the Notes into Sino Shares. The number of Sino Shares
	issued on conversion will be determined by dividing the
	principal amount of the Notes to be converted by the Conversion
	Price in effect on the date of conversion.
Conversion price	The initial conversion price at which a Conversion Share will
	be issued on conversion will be HK$4.00 per Conversion Share.
	The conversion price will be subject to adjustment as provided
	in the Terms and Conditions.

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LETTER FROM THE BOARD

Redemption at maturity

• Unless previously redeemed, converted or purchased and canceled in the circumstances referred to in the Terms and Conditions, the Notes will be redeemed at 105.57% of their principal amount, plus accrued interest, on the Maturity Date.

• Redemption at the option of the Issuer

• The Issuer may, on or at any time after 21 May 2004 and prior to the Maturity Date, redeem all, or from time to time, redeem some only, of the Notes at the relevant Early Redemption Amount (as defined and set out in the Terms and Conditions) plus interest accrued to the date of redemption if (i) the Closing Price (as defined in the Terms and Conditions) for each of the 30 consecutive Trading Days (as defined in the Terms and Conditions), shall be at least 115% of the conversion price in effect on such Trading Day; or (ii) at least 90% in principal amount of the Notes have already been redeemed, converted or purchased and canceled.

• Redemption at the option The Notes may be redeemed in whole or in part, at the option of the Noteholders of the Noteholder: (i) on the third anniversary of the Closing Date of the Notes at 103.184% of their principal amount plus accrued interest; and/or (ii) at the relevant redemption date in the event of the occurrence of a Change of Control (as defined in the Terms and Conditions) in Sino Land at the relevant Early Redemption Amount (as defined and set out in the Terms and Conditions) plus interest accrued to the date of redemption.

• Form The Notes are in registered form only and in denominations of HK$10,000 each or integral multiples thereof. The Notes are represented by a single global certificate in registered form without coupons attached which has been deposited on the Closing Date with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System and Clearstream Banking, société anonyme.

• Guarantee The due payment of all sums expressed to be payable by the Issuer under the Trust Deed and the Notes has, in Clause 8 of the Trust Deed, been unconditionally and irrevocably guaranteed by Sino Land.

• Status The Notes constitute direct, senior, unconditional, unsubordinated and unsecured obligations of the Issuer which are subject to the negative pledge described below and will rank pari passu and without any preference or priority among themselves. The payment obligations of the Issuer in respect of the Notes and Sino Land under the Guarantee mentioned above, respectively, shall, save for such exemption as may be provided by applicable legislation and subject to the negative pledge described below, rank at least equally with all Sino Land’s other respective present and future senior, unsecured and unsubordinated obligations.

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LETTER FROM THE BOARD

Negative pledge The Issuer and Sino Land each gave a negative pledge in relation to its (and Sino Land’s subsidiaries, as defined in the Terms and Conditions) Relevant Debt. “Relevant Debt” means bonds, notes, debentures or other investment securities (but excluding for the avoidance of doubt instruments commonly referred to as transferable loan certificates) which are for the time being or are capable of being quoted, listed, ordinarily dealt in or traded on any stock exchange or organised overthe-counter market (involving the participation of market makers) or other securities market outside Hong Kong.

Listing

The Notes are listed on the Luxembourg Stock Exchange. Sino Land has applied to the Stock Exchange and the Stock Exchange has granted permission for the listing of, and permission to deal in, the Sino Shares to be issued upon conversion of the Notes. The Sino Shares will not be listed on the Luxembourg Stock Exchange.

CONVERSION SHARES

Based on a conversion price of HK$4.00 per Conversion Share (representing a premium of approximately 18.1% to a volume weighted average price of the Sino Shares quoted on the Stock Exchange on 7 May 2002 of HK$3.3859, and a premium of approximately 34.5% to the closing price of HK$2.975 per Sino Share quoted on the Stock Exchange on the Latest Practicable Date) the aggregate principal amount of the Notes of HK$1.5 billion are convertible into approximately 375 million new Sino Shares, representing approximately 9.68% of the existing issued share capital of Sino Land and approximately 8.83% of the issued share capital of Sino Land as enlarged by the issue of the Sino Shares upon conversion of the Notes.

The Conversion Shares will be issued pursuant to the general mandate given to the Sino Directors at the annual general meeting of Sino Land held on 15 November 2001.

BUSINESS NATURE

The Company, through its subsidiaries, develops, invests in and sells properties. The Company, through its subsidiaries, also provides management services, operates hotels, invests in securities and provides financing services. The business nature of the Group remains unchanged with the issue of the Notes.

USE OF THE PROCEEDS

The net proceeds from the issue of the Notes amounts to approximately HK$1.46 billion. The proceeds from the issue of the Notes are currently intended to be used by Sino Land for general corporate and working capital purposes of the Sino Group.

REASONS FOR AND BENEFITS OF THE ISSUE OF NOTES

The issue of the Notes raised immediate net funds for Sino Land of approximately HK$1.46 billion. These funds are being used by the Sino Group for general corporate and working capital purposes. This will enhance the financing flexibility of the Sino Group, which the Sino Directors consider to be beneficial to the Sino Group and the shareholders of Sino Land taken as a whole.

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LETTER FROM THE BOARD

POSSIBLE MAJOR TRANSACTION

Assuming full conversion of the Notes, and based on a conversion price of HK$4.00 per Conversion Share, the aggregate shareholding of the Company in Sino Land will be reduced from approximately 51.65% down to approximately 47.09%. Under Practice Note 13 of the Listing Rules, the allotment of Sino Shares arising upon conversion of the Notes will be regarded as a deemed disposal of Sino Land by the Company consequent upon Sino Land ceasing to be a subsidiary of the Company. Based on the Group’s latest audited consolidated net profit attributable to shareholders for the year ended 30 June 2001 of approximately HK$ 43.18 million, the profit would reduce to a loss of approximately HK$135.80 million assuming full conversion of the Notes on 30 June 2001 and the aggregate shareholding of the Company in Sino Land being changed from 51.65% to 47.09% as above. There would be a possible loss of approximately HK$178.98 million on the Deemed Disposal. Assuming full conversion of the Notes and based on the audited accounts of the Group for the year ended 30th June 2001, the net tangible assets per Share would be reduced from HK$7.38 per Share to HK$6.98 per Share.

The allotment of Sino Shares arising upon conversion of the Notes will be a major transaction for the Company, accordingly the approval of Shareholders will be required. However, Mr. Ng Teng Fong who together with his associates, as defined under the Listing Rules, presently holding approximately 71.72% of the issued share capital of the Company has granted consent in writing to approve the allotment of Sino Shares arising upon conversion of the Notes. Accordingly, no further shareholders’ approval by the Shareholders in general meeting will be required.

ADDITIONAL INFORMATION

Your attention is drawn to the further information contained in the appendices to this circular.

By Order of the Board Robert Ng Chee Siong Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS

At the close of business on 30 April 2002, being the latest practicable date for the purpose of ascertaining certain information relating to this indebtedness statement prior to the printing of this circular, the Group had outstanding borrowings of approximately HK$12,340 million, comprising secured bank and other loans of approximately HK$7,946 million, unsecured bank and other loans of approximately HK$4,304 million and secured bank overdrafts of approximately HK$90 million. The secured bank and other loans and overdrafts were secured by listed investments, properties, time deposits and bank balances of the Group. In addition to the outstanding borrowings of approximately HK$12,340 million, the Group had other unsecured outstanding borrowings from its associates of approximately HK$242 million and loan from a minority shareholder of a subsidiary of approximately HK$265 million as at 30 April 2002.

As at 30 April 2002, the Group had guarantees in respect of banking facilities utilized and not utilized by its associates of approximately HK$2,252 million and HK$905 million respectively.

Save as aforesaid or as otherwise disclosed herein and apart from intra-group liabilities and the contingent liabilities on the litigation as disclosed on page 12 of this circular, the Group did not have outstanding, at the close of business on 30 April 2002, any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, finance lease commitments, guarantees or other material contingent liabilities.

For the purpose of the above indebtedness statement, foreign currency amounts have been translated into Hong Kong dollars at the rates of exchange prevailing at the close of business on 30 April 2002.

2. WORKING CAPITAL

The Directors are of the opinion that in the absence of unforeseen circumstances and after taking into account the effect of the Purchase Agreement, the net proceeds from the issue of the Notes and the Group’s internal resources and available banking and other borrowing facilities, the Group has sufficient working capital for its present requirements.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

The circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regards to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of the Directors

As at the Latest Practicable Date, the interests of the Directors in the equity or debt securities of the Company and its associated corporations (within the meaning of the SDI Ordinance) which were notified to the Company and the Stock Exchange pursuant to section 28 of the SDI Ordinance (including interests which they were taken or deemed to have under section 31 or Part I of the Schedule to the SDI Ordinance) or which were, pursuant to section 29 of the SDI Ordinance, entered in the register kept by the Company or which, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, were notified to the Company and the Stock Exchange were as follows:

• (a) Interests in the Company

		Number of Shares	Number of Shares	held
	Personal	Family	Corporate	Other	Total
Name of Director	interests	interests	interests	interests	interests
Mr. Robert Ng Chee Siong	524,720	–	–	–	524,720
Mr. Ronald Joseph Arculli,
GBS, OBE, JP	60,000	–	–	–	60,000
Mr. Paul Cheng Ming Fun,JP	–	–	–	–	–
Mr. Raymond Tong Kwok Tung	–	–	–	–	–

• (b) Interests in associated corporations

• (i) Subsidiary companies

Sino Land

Sino Land
		Number of	Sino Shares	held
	Personal	**Family **	Corporate	Other		Total
Name of Director	interests	interests	interests	interests		interests
Mr. Robert Ng Chee Siong	113,401	2,426,267	–		–	2,539,668
Mr. Ronald Joseph Arculli,
GBS, OBE, JP	1,026,570	–	–		–	1,026,570
Mr. Paul Cheng Ming Fun,JP	59,176	–	–		–	59,176
Mr. Raymond Tong Kwok Tung	–	–	–		–	–

Mr. Robert Ng Chee Siong held non-beneficial interest in one share of HK$1.00 in Sinoland Credit Limited.

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GENERAL INFORMATION

APPENDIX II

• (ii) Associated Companies

Mr. Robert Ng Chee Siong held corporate interests in 110 ordinary shares representing 55% of the issued shares of Erleigh Investment Limited, which in turn owned 100% of the issued shares of Murdoch Investments Inc.. Mr. Ng also held corporate interests in 8 ordinary shares representing 40% of the issued shares of Silver Link Investment Limited.

Save as disclosed herein, as at the Latest Practicable Date:

• (i) none of the Directors or chief executive of the Company had an interest in any Shares in or debentures of the Company or any associated corporation (within the meaning of the SDI Ordinance) which was required to be notified to the Company and the Stock Exchange pursuant to section 28 of the SDI Ordinance (including interests which he was taken or deemed to have under section 31 or Part I of the Schedule to the SDI Ordinance) or which was required, pursuant to section 29 of the SDI Ordinance, to be entered in the register kept by the Company or which was required, pursuant to the Model Code for Securities Transaction by Directors of Listed Companies, to be notified to the Company and the Stock Exchange;

• (ii) none of the Directors or any of their spouses or children under the age of 18 were granted any rights or options to subscribe for shares or debt securities of the Company and its associated corporations (within the meaning of the SDI Ordinance).

• (iii) none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Group taken as a whole; and

• (iv) none of the Directors had any direct or indirect interest in any assets which have been, since 30 June 2001 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or which was proposed to be acquired or disposed of by or leased to any member of the Group.

(b) Interests of substantial shareholders

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 16(1) of the SDI Ordinance, and so far as is known to the Directors, the following Shareholder was directly or indirectly interested in 10% or more of the issued share capital of the Company carrying rights to vote in all circumstances at general meetings of the Company:

% of the issued share capital of the Company as at the Name of Shareholder Number of Shares held Latest Practicable Date Ng Teng Fong 981,026,085 71.72%

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GENERAL INFORMATION

APPENDIX II

Save as disclosed above, no person is recorded in the register kept by the Company pursuant to Section 16(1) of the SDI Ordinance as an interest in 10% or more of the issued share capital of the Company.

3. MATERIAL ADVERSE CHANGES

The Directors were not aware of any material adverse change in the financial or trading position or prospects of the Group since 30 June 2001, the date to which the latest audited consolidated financial statements of the Group have been made up.

4. MATERIAL CONTRACTS

The contracts which have been entered into by members of the Group within the two years preceding the Latest Practicable Date, which are not in the ordinary course of business and which are or may be material are as follows:

• a placing and underwriting agreement dated 9 January 2001 entered into between the Company and CLSA Limited in relation to the placing of 180,000,000 existing Sino Shares;

• the Purchase Agreement;

• the Trust Deed; and

• a paying and conversion agency agreement dated 21 May 2002 entered into between the Issuer, Sino Land (as guarantor) and the Bank of New York (as the principal agent and registrar) and Bank of New York (Luxembourg) S.A. (as the principal paying agent, conversion agent and transfer agent).

5. LITIGATION

Sino Land and one of its wholly owned subsidiaries are currently parties to a legal claim and counterclaim in respect of the termination of a sale and purchase agreement dated 19 December 1996 entered into between Sino Land and Hang Lung Development Company Limited and its subsidiary. Since the claim and counterclaim are being contested, the likelihood that the case will be concluded within a short period of time is remote at the present stage of the proceedings.

Save as disclosed herein, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

6. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into any service contracts with any member of the Group not expiring or terminable by the employer within one year without payment of compensation (other than statutory compensation).

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GENERAL INFORMATION

APPENDIX II

7. MISCELLANEOUS

• (a) The secretary of the Company is Mr. Eric Ip Sai Kwong, F.C.I.S.

• (b) The registered office of the Company is at 12th Floor, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong.

• (c) The share registrar of the Company is Friendly Registrars Limited, 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong

• (d) The English text of this circular shall prevail over the Chinese text.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the registered office of the Company at 12th Floor, Tsim Sha Tsui Centre, Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong during normal business hours up to and including 5 July 2002:

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

• (b) the material contracts referred to in the section headed “Material Contracts” in this appendix;

• (c) the annual reports of the Company for the years ended 30 June 2000 and 30 June 2001 respectively; and

• (d) this circular.

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