Tsim Sha Tsui Properties Limited — Proxy Solicitation & Information Statement 2007

Jun 21, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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.

==> picture [135 x 40] intentionally omitted <==

(Stock Code: 247)

DISCLOSEABLE TRANSACTION FORMATION OF A JOINT VENTURE FOR DEVELOPMENT OF LAND IN HONG KONG

A letter from the Board is set out on pages 5 to 9 of this circular.

21st June, 2007

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Memorandum and Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Reasons for the Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on the Company and Sino Land . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on the other JV Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

the joint announcement of the Company and Sino Land dated 31st May, 2007 in relation to the formation of the Joint Venture which constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules

• “Announcement” the joint announcement of the Company and Sino Land dated 31st May, 2007 in relation to the formation of the Joint Venture which constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules

• “associate” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors of the Company “Chinese Estates” Chinese Estates Holdings Limited, a company incorporated in Bermuda, whose shares are listed on the main board of the Stock Exchange

• “Chinese Estates Group” Chinese Estates and its subsidiaries “Company” Tsim Sha Tsui Properties Limited, a company incorporated in Hong Kong whose shares are listed on the main board of the Stock Exchange

• “Corporate Guarantee” an agreement dated 31st May, 2007 in favour of the Lender pursuant to which each of Sino Land, Nan Fung together with Nan Fung Textiles as a group, Chinese Estates and K. Wah agreed to guarantee, on a several, pro rata and pari passu basis the obligations of Union King under the Loan Facility by reference to the JV Partners’ respective equity interest in Union King

• “Directors” the directors of the Company “Golden Arrow” Golden Arrow Limited, a company incorporated in Hong Kong and an indirect wholly-owned subsidiary of K. Wah

• “Group” the Company, Sino Land and their subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

– 1 –

DEFINITIONS

“Joint Venture” the joint venture of Sino Land, Nan Fung, Chinese Estates and K. Wah through the formation of Nimble and Union King on the terms of the Memorandum for the development of the Land into residential and commercial properties

• “JV Partners”

• the four joint venture partners of Nimble, being Sino Land, Nan Fung, Chinese Estates and K. Wah

• “King Chance” King Chance Development Limited, a company incorporated in Hong Kong and a direct wholly-owned subsidiary of Sino Land

• “K. Wah” K. Wah International Holdings Limited, a company incorporated in Bermuda, whose shares are listed on the main board of the Stock Exchange

• “Land” the piece of land located at Kowloon Inland Lot No. 11073, Junction of Hoi Wang Road, Yan Cheung Road and Yau Cheung Road, West Kowloon Reclamation Area with a site area of approximately 8,060 square meters, and gross floor area for development on the Land is 60,450 square meters (of which 52,390 square meters are for private residential and 8,060 square meters are for non-industrial purposes (excluding private residential, godown, hotel and petrol filling station))

• “Latest Practicable Date” 14th June, 2007, being the latest practicable date prior to the printing of this circular for the purposes of ascertaining certain information contained herein

• “Lender” a syndicate of licensed banks registered under the Banking Ordinance (Chapter 155 of the laws of Hong Kong), the lenders of the Loan Facility

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

– 2 –

DEFINITIONS

“Loan Facility”	an agreement dated 31st May, 2007 in respect of a loan
	facility of up to HK$3,000 million which consists of
	tranche A (a lump sum of HK$2,000 million representing
	50% of the land premium, being part of the Project Costs)
	which has been drawn down on 5th June, 2007 and
	tranche B (a lump sum of HK$1,000 million representing
	100% of the estimated construction costs, being part of
	the Project Costs)
“Memorandum”	a binding memorandum of agreement entered into
	between King Chance, Nan Fung, Rich Honour and
	Golden Arrow in respect of the formation of Nimble and
	the respective funding obligations of the JV Partners in
	the Joint Venture
“Nan Fung”	Nan Fung Development Limited, a company incorporated
	in Hong Kong
“Nan Fung Textiles”	Nan Fung Textiles, Limited, a company incorporated in
	Hong Kong. Both Nan Fung and Nan Fung Textiles are
	beneficially owned as to 100% by Mr. Chen Din Hwa
“Nimble”	Nimble Limited, a company incorporated in the British
	Virgin Islands, which is owned as to 45% by Sino Land,
	25% by Nan Fung, 15% by Chinese Estates and 15% by
	K. Wah
“Project Costs”	the land premium of HK$4,000 million and the estimated
	construction costs of HK$1,000 million in respect of the
	development of the Land
“Rich Honour”	Rich Honour Limited, a company incorporated in Hong
	Kong and an indirect wholly-owned subsidiary of
	Chinese Estates
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	laws of Hong Kong)
“Shareholder(s)”	holder(s) of Share(s)

– 3 –

DEFINITIONS

“Shareholder’s Loans”	shareholder’s loans in the total amount of approximately
	HK$900 million provided by Sino Land to Union King to
	fund its portion of the other 50% of the land premium,
	being part of the Project Costs and arrangement fees for
	the Loan Facility
“Shares”	ordinary shares of nominal value of HK$0.20 each in the
	share capital of the Company
“Sino Land”	Sino Land Company Limited, a company incorporated in
	Hong Kong, a subsidiary of the Company and the shares
	of which are listed on the main board of the Stock
	Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Union King”	Union King (Hong Kong) Limited, a company
	incorporated in Hong Kong and a direct wholly-owned
	subsidiary of Nimble
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“US$”	United States dollars, the lawful currency of the United
	States of America.

– 4 –

LETTER FROM THE BOARD

==> picture [135 x 40] intentionally omitted <==

(Stock Code: 247)

Board of Directors: Robert NG Chee Siong (Chairman) Ronald Joseph ARCULLI, GBS, CVO, OBE, JP[#] Allan ZEMAN, GBS, JP Adrian David LI Man-kiu Steven ONG Kay Eng* Raymond TONG Kwok Tung Daryl NG Win Kong

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

• ([#] Non-executive Director)

• (* Independent non-executive Directors)

21st June, 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION FORMATION OF A JOINT VENTURE FOR DEVELOPMENT OF LAND IN HONG KONG

INTRODUCTION

Reference is made to the Announcement in which the Board announced that on 31st May, 2007, King Chance (a direct wholly-owned subsidiary of Sino Land), Nan Fung, Rich Honour (an indirect wholly-owned subsidiary of Chinese Estates) and Golden Arrow (an indirect wholly-owned subsidiary of K. Wah) entered into the Memorandum to establish the Joint Venture, through the formation of Nimble, a company incorporated in the British Virgin Islands. Nimble is owned as to 45% by King Chance, 25% by Nan Fung, 15% by Rich Honour and 15% by Golden Arrow. The purpose of the formation of Joint Venture is to own and develop the Land into residential and commercial properties.

The formation of the Joint Venture constituted a discloseable transaction of the Company under the Listing Rules and this document constitutes the circular which the Company is required to send to you in respect thereof pursuant to Chapter 14 of the Listing Rules.

– 5 –

LETTER FROM THE BOARD

THE MEMORANDUM AND JOINT VENTURE

1. The Memorandum

On 31st May, 2007, King Chance, Nan Fung, Rich Honour and Golden Arrow have entered into the Memorandum in respect of the formation of Nimble.

• (a) Date of the Memorandum: 31st May, 2007

(b) Issued share capital of Nimble: 100 shares issued at US$1.00 each. 45 shares were allotted and issued for cash to King Chance, 25 shares were allotted and issued for cash to Nan Fung, 15 shares were allotted and issued for cash to Rich Honour and 15 shares were allotted and issued for cash to Golden Arrow, in each case on 31st May, 2007.

• (c) Constitution of the board:

a total of eight directors, of which four are appointed by King Chance, two are appointed by Nan Fung, one is appointed by Rich Honour and one is appointed by Golden Arrow.

The Memorandum sets out the material terms in respect of the formation of the Joint Venture and the respective funding obligations of the JV Partners in respect of the Joint Venture by reference to the Project Costs. As at the Latest Practicable Date, a joint venture agreement incorporating the material terms set out above has not been entered into between King Chance, Nan Fung, Rich Honour and Golden Arrow. It is intended that such agreement will be entered into between the parties as soon as practicable.

2. Principal Activity

The Joint Venture is established by the JV Partners for the purpose of developing the Land through Nimble’s wholly-owned subsidiary, Union King, and management of the estate to be developed on the Land. Nimble will be recorded in the financial statements of the Company as an associated company using the equity method of accounting.

3. Funding Requirements

The JV Partners shall severally procure to make available to Nimble the Project Costs on a several, pro rata and pari passu basis by way of (a) the Corporate Guarantee; and (b) shareholders’ advances, both in proportion to their respective equity interest in Nimble.

– 6 –

LETTER FROM THE BOARD

• (a) Corporate Guarantee and other securities for the Loan Facility

On 31st May, 2007, Sino Land, Nan Fung (together with Nan Fung Textiles as a group), Chinese Estates and K. Wah as guarantors executed the Corporate Guarantee in favour of the Lender, pursuant to which each of the guarantors guaranteed the obligations of Union King under the Loan Facility, on a several, pro rata and pari passu basis by reference to the JV Partners’ respective equity interest in Union King. The Loan Facility consists of a loan facility of up to HK$3,000 million, which will be used to fund 50% of the land premium and 100% of the estimated construction costs in respect of the Land. Accordingly, the guaranteed liability attributable to Sino Land under the Corporate Guarantee amounts to HK$1,350 million. No fee or commission has been paid or is payable by Union King or Nimble to any of the guarantors in connection with their entry into the Corporate Guarantee.

As part and parcel of the securities for the granting of the Loan Facility (i) Sino Land, Nan Fung (together with Nan Fung Textiles as a group), Chinese Estates and K. Wah have on 31st May, 2007 entered into a funding agreement with the Lender and Union King pursuant to which (inter alia) the parties undertook (aa) on a several, pro rata and pari passu basis to fund the construction and other costs required to complete the development of the Land, and (bb) jointly and severally to procure that Union King will complete the development of the Land according to the construction time schedule; and (ii) Nan Fung and the respective subsidiaries of the other JV Partners, have entered into a subordination agreement with the Lender pursuant to which, inter alia, all present and future indebtedness owed by Union King to these lenders is subordinated to the indebtedness of Union King under the Loan Facility. The Loan Facility was granted by the Lender after arm’s length negotiation, bearing normal commercial interest rates.

Tranche A and HK$1 million of tranche B of the Loan Facility, being the total sum of HK$2,001 million, was drawn down by Union King on 5th June, 2007.

(b) Advances from the JV Partners

Pursuant to the Memorandum, the JV Partners are required to fund the other 50% of the land premium in respect of the Land and the arrangement fees relating to the Loan Facility by shareholders’ loans on a pro rata and pari passu basis by reference to their respective equity interest in Nimble. The JV Partners have, through King Chance, Nan Fung (itself), Rich Honour and Golden Arrow, on 5th June, 2007, provided shareholders’ loans on the aforesaid basis to Union King to fund the other 50% of the land premium in respect of the Land. The Shareholder’s Loans provided by Sino Land for such purposes amount to approximately HK$900 million. Sino Land is funding its contribution by internal resources and bank borrowing.

With fundings coming from the Loan Facility and the shareholders’ loans provided by the JV Partners, Union King had on 5th June, 2007 paid the land premium in respect of the Land in the total sum of HK$4,000 million and HK$9.67 million as arrangement fees for the Loan Facility.

– 7 –

LETTER FROM THE BOARD

4. Profit Sharing

It is expected that any profit derived from the development of the Land will be ultimately shared by the JV Partners pro-rated by reference to their respective equity interest in Nimble.

5. Financial Effect of the formation of the Joint Venture

On the basis of the total capital commitment in the amount of 45% of the estimated Project Costs, the Directors expect that the formation of the Joint Venture by Sino Land would not have any immediate material effect on the earnings, net asset value and liabilities of the Company or the Group.

As the relevant percentage ratio of the Company in respect of Sino Land’s total capital commitment for the formation of the Joint Venture, which comprises its equity contribution as well as liability under the Corporate Guarantee and the Shareholder’s Loans, exceed 5%, the formation of the Joint Venture constitutes a discloseable transaction of the Company.

REASONS FOR THE JOINT VENTURE

One of the main business areas of the Group is property development and investment in Hong Kong. The formation of the Joint Venture is consistent with the core business strategies of the Group, will enhance the Group’s land bank for luxurious residential development and is a continuation of the Group’s principal activity in Hong Kong with other business partners. The Land will be developed into luxurious residential and commercial complex with full-fledged club-house, amenity facilities and car park spaces.

INFORMATION ON THE COMPANY AND SINO LAND

The Company is the holding company of Sino Land. Both the Company and Sino Land are investment holding companies and their principal businesses include property development and investment, investment in securities, financing, hotel and building management and services.

INFORMATION ON THE OTHER JV PARTNERS

The principal businesses of Nan Fung are investment holding, financing and property investment.

The principal activities of Chinese Estates Group are property investment and development, brokerage, securities investment and money lending.

The principal businesses of K. Wah are investment holding, and property investment and development.

Nan Fung is a company beneficially owned by Mr. Chen Din Hwa, who also beneficially owns approximately 7% of the issued share capital of Sino Land as at 30th May, 2007 according to the register kept pursuant to the SFO.

– 8 –

LETTER FROM THE BOARD

Chinese Estates, Nan Fung and K. Wah have previously entered into joint ventures for land development projects with Sino Land.

Based on the above information provided by Chinese Estates, Nan Fung and K. Wah and to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, each of Chinese Estates, Nan Fung, K. Wah and their respective ultimate beneficial owners is an independent third party not connected with the directors, substantial shareholders and chief executives of the Company, and its subsidiaries and associates.

ADDITIONAL INFORMATION

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

Yours faithfully, By Order of the Board of Tsim Sha Tsui Properties Limited Eric Ip Sai Kwong Secretary

– 9 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard 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 inquiries, 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

2.1 Directors’ interests in shares and debt securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions held by the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); (b) entered into the register kept by the Company pursuant to section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules, were as follows:

(a) Long Positions in the Shares

	Number of	Capacity and nature	% of issued
Name of Directors	Shares	of interest	share capital
Mr. Robert Ng Chee Siong	549,427	Beneficial owner	0.03%
The Honourable Ronald Joseph Arculli,	60,000	Beneficial owner	�0%
GBS, CVO, OBE, JP
Dr. Allan Zeman, GBS, JP	–	–	–
Mr. Adrian David Li Man-kiu	–	–	–
Mr. Steven Ong Kay Eng	–	–	–
Mr. Raymond Tong Kwok Tung	–	–	–
Mr. Daryl Ng Win Kong	–	–	–

– 10 –

GENERAL INFORMATION

APPENDIX

(b) Long Positions in shares of Associated Corporations

(i) Subsidiary Company

Sino Land

	Number of	Capacity and nature	% of issued
Name of Directors	shares	of interest	share capital
Mr. Robert Ng Chee Siong	2,802,701	Beneficial owner of	0.06%
		125,142 shares and
		spouse interest in
		2,677,559 shares
The Honourable Ronald	1,044,095	Beneficial owner	0.02%
Joseph Arculli,
GBS, CVO, OBE, JP
Dr. Allan Zeman, GBS, JP	–	–	–
Mr. Adrian David Li Man-kiu	–	–	–
Mr. Steven Ong Kay Eng	–	–	–
Mr. Raymond Tong Kwok Tung	–	–	–
Mr. Daryl Ng Win Kong	71,737	Beneficial owner	�0%

– 11 –

GENERAL INFORMATION

APPENDIX

(ii) Associated Companies

Mr. Robert Ng Chee Siong was deemed to be interested in shares of the following companies through corporations controlled by him:

	Number	% of issued
Name of associated companies of the Company	of shares	share capital
Better Chief Limited	50_(Notes 1 & 2)_	50%
Brighton Land Investment Limited	1,000,002_(Notes 1 & 3)_	100%
Dramstar Company Limited	440_(Notes 1 & 4)_	44%
Empire Funds Limited	1_(Notes 1 & 5)_	50%
Erleigh Investment Limited	110_(Notes 1 & 5)_	55%
Eternal Honest Finance Company Limited	1_(Notes 1 & 5)_	50%
Famous Empire Finance Limited	5_(Notes 1 & 6)_	50%
Famous Empire Properties Limited	5,000_(Notes 1 & 6)_	50%
Island Resort Estate Management Company Limited	10_(Notes 1 & 5)_	50%
Jade Result Limited	500,000_(Notes 1 & 5)_	50%
Jumbo Funds Limited	1_(Notes 1 & 7)_	50%
Murdoch Investments Inc.	2_(Notes 1 & 3)_	100%
Real Maker Development Limited	20,000_(Notes 1 & 8)_	10%
Rich Century Investment Limited	500,000_(Notes 1 & 5)_	50%
Silver Link Investment Limited	10_(Notes 1 & 5)_	50%
Sino Club Limited	2_(Note 9)_	100%
Sino Parking Services Limited	450,000_(Note 10)_	50%
Sino Real Estate Agency Limited	50,000_(Note 10)_	50%

Notes:

1. Osborne Investments Ltd. (“Osborne”) was a wholly-owned subsidiary of Seaview Assets Limited which was in turn 100% owned by Boswell Holdings Limited in which Mr. Robert Ng Chee Siong had a 50% control.

2. The shares were held by Devlin Limited, a wholly-owned subsidiary of Osborne.

3. The shares were held by Erleigh Investment Limited, a company 55% controlled by Osborne.

4. The shares were held by Jade Result Limited, a company 50% controlled by Osborne.

5. The share(s) was(were) held by Osborne.

6. The shares were held by Standard City Limited, a wholly-owned subsidiary of Osborne.

7. The share was held by Pure Win Company Limited, a wholly-owned subsidiary of Osborne.

8. The shares were held by Goegan Godown Limited, a wholly-owned subsidiary of Osborne.

9. The shares were held by Sino Real Estate Agency Limited, a company 50% controlled by Deansky Investments Limited in which Mr. Robert Ng Chee Siong had a 100% control.

10. The shares were held by Deansky Investments Limited.

– 12 –

APPENDIX

GENERAL INFORMATION

Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors had or was deemed to have any interests or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations (as defined in Part XV of the SFO) which would be required to be (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including the interests and short positions in which they were taken or deemed to have under such provisions of the SFO); (b) entered into the register kept by the Company pursuant to section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix 10 to the Listing Rules.

2.2 Substantial shareholders’ and other shareholders’ interests in the Company

As at the Latest Practicable Date, the following persons, not being a Director or chief executive of the Company, had interests or short positions in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register kept by the Company pursuant to section 336 of the SFO:

Long Positions in the Shares

Name of substantial		Capacity and nature	**% of **	issued
Shareholders	Number of Shares	of interest	**share **	capital
Mr. Ng Teng Fong	1,024,097,905	Beneficial owner of	71.53%
	(Notes 1 & 2)	81,085,746 shares,
		spouse interest in
		63,423 shares and
		interest of controlled
		corporations in
		942,948,736 shares
Strathallan Investment	260,481,830	Beneficial owner	18.19%
Limited	(Note 2)
Tamworth Investment Limited	388,708,065	Beneficial owner	27.15%
	(Note 2)

– 13 –

GENERAL INFORMATION

APPENDIX

		Capacity and	% of issued
Name of other Shareholders	Number of Shares	nature of interest	share capital
Fanlight Investment Limited	97,722,146	Beneficial owner	6.82%
	(Note 2)
Nippomo Limited	132,440,114	Beneficial owner	9.25%
	(Note 2)
Solid Capital Holdings Limited	142,019,065	Security interest in	9.92%
	(Note 3)	141,957,347 shares
		and beneficial owner
		of 61,718 shares

Notes:

1. 942,948,736 shares were held through companies which were 100% controlled by Mr. Ng Teng Fong – 97,722,146 shares by Fanlight Investment Limited, 132,440,114 shares by Nippomo Limited, 3,107,124 shares by Orient Creation Limited, 260,481,830 shares by Strathallan Investment Limited, 388,708,065 shares by Tamworth Investment Limited and 60,489,457 shares by Transpire Investment Limited.

2. The interests of Strathallan Investment Limited, Tamworth Investment Limited, Fanlight Investment Limited and Nippomo Limited were duplicated in the interests of Mr. Ng Teng Fong.

3. 3,269 shares were held by Meadow Gate Company Limited which is 70% controlled by Solid Capital Holdings Limited.

Save as disclosed in this circular, and so far as the Directors were aware, as at the Latest Practicable Date, there were no other persons who had interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register kept by the Company pursuant to section 336 of the SFO.

– 14 –

APPENDIX

GENERAL INFORMATION

Save as disclosed below, and so far as the Directors were aware, as at the Latest Practicable Date, there were no other persons who directly or indirectly had interest in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of other members of the Group or has any option in respect of such capital:

Name of shareholder interested in		% of issued
10% or more of the issued share		share capital
capital of the subsidiaries of the	Name of subsidiary	held by that
Company	of the Company	shareholder
Drakeford Investment Limited	Donoghue Investment Limited	15%
Eastand Investments Limited	Firm Wise Investment Limited	30%
Cashel Assets Limited (Note 1)	Grand Creator Investment (BVI)	40%
	Limited
Cashel Assets Limited (Note 1)	Grand Creator Investment	40%
	Limited (Note 3)
Cashel Assets Limited (Note 1)	Hang Hau Station (Project	40%
	Management) Limited (Note 3)
Drakeford Investment Limited	Julian Investment Limited	15%
Ice Rink Resources Limited	Profit Palace Limited	20%
Goegan Godown Limited (Note 2)	Real Maker Development	10%
	Limited
Cashel Assets Limited (Note 1)	Reca Limited (Note 3)	40%
Cashel Assets Limited (Note 1)	Residence Oasis Finance	40%
	Company Limited (Note 3)

Notes:

1. This company was a wholly-owned subsidiary of Kerry Properties Limited.

2. This company was a wholly-owned subsidiary of Osborne, which was in turn 50% controlled by Mr. Robert Ng Chee Siong.

3. These companies were wholly-owned subsidiaries of Grand Creator Investment (BVI) Limited.

– 15 –

GENERAL INFORMATION

APPENDIX

3. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

The Chairman of the Board, Mr. Robert Ng Chee Siong, held share interests and directorships and Mr. Daryl Ng Win Kong and Mr. Raymond Tong Kwok Tung held directorships in companies owned by Mr. Robert Ng Chee Siong and his associates which engage in businesses of property investment, development and management and/or hotel operation.

The Honourable Ronald Joseph Arculli, GBS, CVO, OBE, JP, is an independent nonexecutive director of Hang Lung Properties Limited, non-executive director of HKR International Limited and Hutchison Harbour Ring Limited, which engage in businesses of property investment, development and management and/or hotel operation respectively.

As the Board is independent of the boards of the aforesaid companies and maintains three independent non-executive Directors, the Group operates its businesses independently of and at arm’s length from, the businesses of the aforesaid companies.

4. LITIGATION

As disclosed in the interim report for the interim period ended 31st December, 2006 of the Company, in relation to the legal proceedings between Sino Land and its subsidiary, Mariner International Hotels Limited (collectively referred to as “Mariner”) and Hang Lung Group Limited and its subsidiary, Atlas Limited (collectively referred to as “Hang Lung”) in respect of the acquisition of a company which owns a property in Yau Kom Tau, Tsuen Wan, New Territories for development into a hotel, the Court of Final Appeal on 5th February, 2007 handed down a judgment to allow the appeal by Mariner against Hang Lung so as to: (i) set aside the judgments of the High Court and the Court of Appeal; (ii) declare that Hang Lung repudiated the Agreement; (iii) order repayment by Hang Lung to Mariner of its deposit with interest to be assessed by the High Court if not agreed; (iv) award Mariner damages to be assessed by the High Court; and (v) direct that costs in the proceedings (at all levels) to be dealt with on written submissions by the parties.

Save as disclosed above, the Directors are not aware that any of the respective members of the Group were engaged in any litigation or arbitration of material importance and there was no litigation, arbitration or claim of material importance known to the Directors to be pending or threatened by or against any respective members of the Group since 30th June, 2006 (the date to which the latest published audited consolidated accounts of the Group were made up).

5. MATERIAL CHANGE

Save as disclosed in the interim report of the Company for the six months ended 31st December, 2006, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 30th June, 2006 (the date to which the latest published audited consolidated accounts of the Group were made up).

– 16 –

GENERAL INFORMATION

APPENDIX

6. GENERAL

• (a) As at the Latest Practicable Date, none of the Directors has any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation other than statutory compensation).

• (b) The company secretary of the Company is Mr. Eric Ip Sai Kwong. He is a fellow member of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (c) The qualified accountant of the Company is Mr. Thomas Tang Wing Yung. He is an associate member of The Institute of Chartered Accountants in England and Wales and a fellow member of The Hong Kong Institute of Certified Public Accountants (Practising).

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

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

This circular (in both English and Chinese versions) has been posted on the Company’s website at http://www.sino-land.com. Shareholders who have chosen to rely on copies of the Company’s corporate communication (including but not limited to annual report, interim report, notice of meeting, listing document, circular and proxy form) posted on its website in lieu of the printed copies thereof may request the printed copy of this circular.

Shareholders who have chosen to receive the corporate communication using electronic means through the Company’s website and who for any reason have difficulty in receiving or gaining access to this circular posted on the Company’s website will promptly upon request be sent this circular in printed form free of charge.

Shareholders may at any time choose to change their choice as to the means of receipt (i.e. in printed form or by electronic means through the Company’s website) and/or the language of the Company’s corporate communication by notice in writing to the Company’s registrars, Friendly Registrars Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

– 17 –