THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in Min Xin Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

This document appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Min Xin Holdings Limited.

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 222)

VERY SUBSTANTIAL DISPOSAL DISPOSAL OF 100% EQUITY INTEREST IN MIN XIN (SUZHOU)

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” of this circular.

A notice of the EGM to be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 28 February 2013 at 11:00 a.m. is set out on pages 57 to 58 of this circular. Whether or not you are able to attend the EGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM, or any adjournment thereof, should you so wish.

8 February 2013

			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
APPENDIX I	—	UNAUDITED FINANCIAL INFORMATION OF MIN XIN
		(SUZHOU) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
APPENDIX II	—	UNAUDITED PRO FORMA FINANCIAL INFORMATION
		OF THE REMAINING GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
APPENDIX III	—	ADDITIONAL INFORMATION ON THE REMAINING GROUP . . .	28
APPENDIX IV	—	VALUATION REPORT ON THE SUZHOU PROJECT . . . . . . . . . . .	45
APPENDIX V	—	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
NOTICE OF EGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57

— i —

DEFINITIONS

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

“Announcement”
the announcement dated 14 January 2013 made by the Company in relation to the Disposal
“Company” Min Xin Holdings Limited, a company incorporated under the laws of Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange (Stock code: 222)
“Completion” completion of the Disposal contemplated under the Sale and Purchase Agreement
“Consideration”
the consideration for the sale and purchase of the Equity Interest as described in the Letter from the Board contained in this circular under the paragraph headed “The Sale and Purchase Agreement — Consideration”
“Conditions Precedent” the conditions precedent to Completion as described in the Letter from the Board contained in this circular under the paragraph headed “The Sale and Purchase Agreement — Conditions Precedent”
“Director(s)” director(s) of the Company
“Disposal” the disposal by the Vendor of the Equity Interest to the Purchaser on the terms and conditions of the Sale and Purchase Agreement
“EGM”
the extraordinary general meeting of the Company to be convened for the Shareholders to consider and, if thought fit, to approve the Disposal, the Sale and Purchase Agreement and the transactions contemplated thereunder
“Equity Interest” 100% of the equity interest in Min Xin (Suzhou)
“Escrow Account” an interest-bearing bank account opened in the name of the Purchaser but operated jointly by the Vendor and the Purchaser
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“HKFRSs”
the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants

— 1 —

DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC “independent third party(ies)” has the meanings ascribed to it under the Listing Rules “Latest Practicable Date” 6 February 2013, 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
“Loan Agreement” the loan agreement dated 14 January 2013 entered into between the Company and Min Xin (Suzhou) in relation to the Outstanding Loan
“Macao” the Macao Special Administrative Region of the PRC
“Min Xin (Suzhou)” 閩信（蘇州）置業發展有限公司 (Minxin (Suzhou) Property Development Co., Ltd.), an indirect wholly-owned subsidiary of the Company and a direct wholly-owned subsidiary of the Vendor as at the Latest Practicable Date, being a limited liability company established and operating in the PRC
“Outstanding Loan” the loan from the Company to Min Xin (Suzhou) in the amount of approximately RMB92.14 million (equivalent to approximately HK$114.6 million) which remains outstanding as at the Latest Practicable Date
“PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, Macao and Taiwan
“Purchaser” 冠城大通股份有限公司 (Citichamp Dartong Co., Ltd.*), a limited liability company established and operating in the PRC, the shares of which are listed on the Shanghai Stock Exchange, being the purchaser under the Sale and Purchase Agreement
“Remaining Group” the Company and its subsidiaries immediately after Completion
“RMB” Renminbi, the lawful currency of the PRC “SAFE” the State Administration of Foreign Exchange of the PRC “SAIC” the State Administration for Industry & Commerce of the PRC

— 2 —

DEFINITIONS

“Sale and Purchase Agreement”	the sale and purchase agreement dated 14 January 2013
	entered into between the Vendor and the Purchaser
“Share(s)”	ordinary share(s) of HK$1 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of the Share(s)
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or otherwise
	modified from time to time
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Suzhou Project”	the real estate development project named as “Famous Villa”
	and located at Dabaidang Park West, Hong Xi Road North,
	Export Processing Zone East, Suzhou New District, Suzhou,
	Jiangsu Province, the PRC
“Vendor”	Min Xin Properties Limited, an indirect wholly-owned
	subsidiary of the Company, being a limited liability company
	incorporated in Hong Kong and the Vendor under the Sale and
	Purchase Agreement
“%”	per cent

* the relevant English name is only a transliteration of the Chinese name for reference only.

— 3 —

LETTER FROM THE BOARD

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MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 222)

Executive Directors:

Mr Weng Ruo Tong (Chairman) Mr Peng Jin Guang (Vice Chairman) Mr Zhu Xue Lun Mr Li Jin Hua

Registered office: 17th Floor, Fairmont House 8 Cotton Tree Drive Central, Hong Kong

Non-executive Director:

Mr Zhang Rong Hui

Independent non-executive Directors:

Mr Ip Kai Ming Mr Sze Robert Tsai To Mr So Hop Shing

8 February 2013

To the Shareholders

Dear Sir or Madam

VERY SUBSTANTIAL DISPOSAL DISPOSAL OF 100% EQUITY INTEREST IN MIN XIN (SUZHOU)

INTRODUCTION

Reference is made to the Announcement. On 14 January 2013, the Vendor, an indirect wholly-owned subsidiary of the Company, and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Equity Interest at the Consideration.

— 4 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among other things, (i) further details of the Disposal, (ii) a valuation report on the Suzhou Project, (iii) the financial information of Min Xin (Suzhou); and (iv) a notice convening the EGM to approve the Disposal.

THE SALE AND PURCHASE AGREEMENT

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

Date:

14 January 2013

Parties:

(1) Min Xin Properties Limited as the vendor
(2) 冠城大通股份有限公司 (Citichamp Dartong Co., Ltd.*) as the purchaser

Equity Interest to be disposed of:

Pursuant to the Sale and Purchase Agreement, the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Equity Interest which represents 100% of the equity interest in Min Xin (Suzhou). Upon Completion, Min Xin (Suzhou) will cease to be an indirect wholly-owned subsidiary of the Company.

Consideration:

The Consideration is RMB227,884,000 (equivalent to approximately HK$283,442,000). The Consideration is to be paid in cash and is payable as follows:

(1) the Purchaser shall pay Consideration 1, being RMB100,000,000 (equivalent to approximately HK$124,380,000), into the Escrow Account within 5 business days from the date of the Sale and Purchase Agreement. The Purchaser has paid Consideration 1 into the Escrow Account on 21 January 2013;
(2) the Purchaser shall pay Consideration 2, being RMB127,884,000 (equivalent to approximately HK$159,062,000), into the Escrow Account within 5 business days from receipt by the SAIC of all relevant documents relating to the transfer of the Equity Interest and change in directors; and
(3) the Purchaser shall be responsible for arranging for the relevant tax payable by the Vendor in relation to the Disposal and within 15 business days from the registration of the transfer of the Equity Interest at the SAIC, the Purchaser shall apply to the SAFE in Fujian Province, the PRC to remit the after-tax Consideration to an offshore bank account or a RMB non-resident account

— 5 —

LETTER FROM THE BOARD

designated by the Vendor. Within 10 business days from the grant of the approval by the SAFE, the Purchaser shall remit the after-tax Consideration to the bank account designated by the Vendor. For the avoidance of doubt, all interest accrued on the Consideration placed in the Escrow Account shall belong to the Purchaser.

The Consideration was determined after arm’s length negotiations between the Vendor and the Purchaser and was agreed on normal commercial terms with reference to (i) the unaudited net loss after tax of Min Xin (Suzhou) for the year ended 31 December 2012; (ii) the unaudited net assets of Min Xin (Suzhou) as at 31 December 2012; and (iii) the market value of the completed properties held for sale held by Min Xin (Suzhou) as at 31 December 2012. In negotiating and agreeing on the amount of the Consideration, the Company took into account the business prospects of Min Xin (Suzhou) and considered that the Disposal will be beneficial to and in the interests of the Company and the Shareholders as a whole.

The Consideration represents approximately 126.6% of the unaudited net assets attributable to the Equity Interest as at 31 December 2012 prepared in accordance with HKFRSs.

Conditions Precedent:

Completion is subject to the satisfaction of following Conditions Precedent:

(1) the Disposal having been approved by the shareholders of the Vendor and the Shareholders in accordance with the Listing Rules; and
(2) the Disposal having been approved by the relevant governing authorities.

The Vendor shall submit the relevant documents relating to the transfer of the Equity Interest to the relevant governing authorities. The Condition Precedent set out in paragraph (1) above shall be satisfied within 60 days (or such later date as may be agreed in writing between the Vendor and the Purchaser) of the date of the Sale and Purchase Agreement. The Condition Precedent set out in paragraph (2) above shall be satisfied within 150 days (or such later date as may be agreed in writing between the Vendor and the Purchaser) of the date of the Sale and Purchase Agreement.

The Vendor shall co-ordinate with the Company to seek the approval of the Shareholders within 60 days (or such later date as may be agreed in writing between the Vendor and the Purchaser) of the date of the Sale and Purchase Agreement.

Pursuant to the terms of the Sale and Purchase Agreement, the Vendor and the Purchaser shall apply for the necessary approvals of the relevant governing authorities in relation to the Disposal.

If the Conditions Precedent are not satisfied by their respective longstop dates (or such later date(s) as may be agreed between the Vendor and the Purchaser), the Sale and Purchase Agreement shall immediately terminate. In the event of termination, the Vendor and the Purchaser shall have no further obligations under the Sale and Purchase Agreement and the Vendor shall return the full amount in the Escrow Account to the Purchaser within 5 business days of such termination.

— 6 —

LETTER FROM THE BOARD

Guarantee:

Upon receipt by the Purchaser of the business licence of Min Xin (Suzhou) reflecting the registration of the transfer of the Equity Interest at the SAIC and delivery by the Vendor of all documents and seals of Min Xin (Suzhou) to the Purchaser, the Purchaser shall procure Min Xin (Suzhou) to issue a guarantee to the Vendor for the obligation of the Purchaser to pay the Consideration to the Vendor.

Outstanding Loan:

The Company has provided a shareholder advance of approximately RMB92.14 million (equivalent to approximately HK$114.6 million) to Min Xin (Suzhou). Pursuant to the Loan Agreement signed by the Company and Min Xin (Suzhou) on 14 January 2013, the outstanding shareholder advance is carried forward as shareholder loan, which shall carry an interest of (i) 4% per annum from the date of the Loan Agreement to the date on which the Equity Interest is transferred to the Purchaser and (ii) 8% per annum from the date immediately after the Equity Interest is transferred to the Purchaser until 30 June 2014. The Outstanding Loan and all interests accrued thereon shall be repaid in full on 30 June 2014. The Purchaser has agreed to guarantee the payment of the Outstanding Loan and interests accrued thereon. The term of such guarantee shall commence from the date on which the Equity Interest is transferred to the Purchaser and shall expire on 30 June 2016. It was a commercial agreement between the Company and the Purchaser that the guarantee would be effective for a period of two years after the due date, as it was considered that if the Outstanding Loan was not repaid by such due date, the Company should have sufficient time to commence legal action to enforce the guarantee within such two year period if it shall decide to do so. In the case of default of the Outstanding Loan by Min Xin (Suzhou), the Purchaser will have liability to the Company in respect thereof under the Guarantee. The Company will have a right to claim against both Min Xin (Suzhou) and the Purchaser for repayment. In agreeing to grant the Outstanding Loan and accepting the guarantee by the Purchaser as security, the Company has taken into account the assets and liabilities of Min Xin (Suzhou), as well as those of the Purchaser, and has also considered the status of the Purchaser as a company listed on the Shanghai Stock Exchange with net assets of not less than RMB3.3 billion according to its interim report issued on 15 August 2012. Under the Loan Agreement, the repayment of the Outstanding Loan would be made to the bank account of the Fuzhou Representative Office of the Company in Fuzhou, the PRC and there will be no issues involving repatriation of funds. As at the Latest Practicable Date, the outstanding amount of the Outstanding Loan and interests accrued thereunder amounted to RMB92.38 million (equivalent to approximately HK$114.90 million).

INFORMATION ON THE PURCHASER

The principal business activities of the Purchaser are property development and the manufacturing and distribution of enamelled wire in the PRC. The shares of the Purchaser are listed on the Shanghai Stock Exchange. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Purchaser is a third party independent of the Group and connected persons of the Group.

— 7 —

LETTER FROM THE BOARD

BACKGROUND OF AND REASONS FOR THE DISPOSAL

The Company is an investment holding company and the Group is principally engaged in banking investment, insurance, property development and investment, and investment holdings.

The persistent control policies in the property market imposed by the Central Government of the PRC and uncertain economic outlook in the PRC have created a ‘wait-and-see’ mentality among the potential property purchasers. Property purchases for speculative demand and investment purposes have been largely subdued. As Min Xin (Suzhou) only offers low density residential units to mid-end to high-end users, its sales performance has been adversely affected for the year ended 31 December 2012. Although Min Xin (Suzhou) has closely monitored the land market in Suzhou, Jiangsu Province, the PRC, it has not acquired any land over the past few years. Therefore, other than the existing Suzhou Project launched for sale in 2010, Min Xin (Suzhou) does not hold any other land bank for future development.

The Board is of the view that the Disposal provides the Group with an opportunity to exit the real estate market of Suzhou, Jiangsu Province and realise the Suzhou Project in a faster way. The Disposal can also generate cash inflow to the Group in order to increase its working capital subsequently.

The Board considers that the terms of the Sale and Purchase Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS

The net proceeds from the Disposal (being the Consideration less payment of tax and other expenses) are estimated to be approximately RMB219 million (equivalent to approximately HK$273 million). Such net proceeds from the Disposal are expected to be used as general working capital of the Group.

FINANCIAL EFFECTS OF THE DISPOSAL

Following Completion, Min Xin (Suzhou) will cease to be an indirect wholly-owned subsidiary of the Company. As a result, the financials of Min Xin (Suzhou) will be excluded from the consolidated financial statements of the Group subsequent to Completion.

The Group expects to record an estimated one-off gain of approximately HK$117 million from the Disposal, which is calculated based on the Consideration, the unaudited net assets and the release of exchange translation reserve attributable to the Equity Interest as at 31 December 2012 prepared in accordance with HKFRSs, taking into account estimated tax (which is subject to final determination by the relevant PRC tax authority) and other expenses payable in relation to the Disposal.

Shareholders should note that the actual gain from the Disposal will be calculated on the basis of the relevant figures as at the date of Completion and subject to audit and therefore would be different from the aforementioned amount.

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LETTER FROM THE BOARD

Based on the unaudited pro forma financial information of the Remaining Group as set out in Appendix II to this circular, the financial effects of the Disposal on the Group are as follows:

(1) as stated in Appendix II to this circular, the Group’s total assets would have decreased by approximately HK$188.76 million from approximately HK$3,392.70 million to approximately HK$3,203.94 million as if the Disposal had been completed on 31 December 2011;
(2) as stated in Appendix II to this circular, the Group’s total liabilities would have decreased by approximately HK$224.15 million from approximately HK$386.05 million to approximately HK$161.90 million as if the Disposal had been completed on 31 December 2011;
(3) as stated in Appendix II to this circular, an estimated one-off gain of approximately HK$101.07 million would have resulted from the Disposal as if the Disposal had been completed on 31 December 2011; and
(4) as stated in Appendix II to this circular, the Group’s consolidated profit for the year ended 31 December 2011 would have increased from approximately HK$300.32 million to approximately HK$398.46 million, calculated based on (i) the exclusion of the pro forma adjusted profit of Min Xin (Suzhou) for the year ended 31 December 2011 of approximately HK$16.38 million; (ii) the inclusion of the pro forma adjusted estimated one-off gain of approximately HK$105.43 million arising from the Disposal; and (iii) the inclusion of the pro forma adjusted interest income of approximately HK$9.09 million accrued on the Loan receivable from Min Xin (Suzhou) as if the Disposal had been completed on 1 January 2011.

The unaudited pro forma financial information of the Remaining Group is for illustrative purpose only, based on the judgments and assumptions of the Directors, and because of its hypothetical nature, does not purport to represent the true picture of the financial position of the Group as at 31 December 2011 or at any future date had the Disposal been completed on 31 December 2011 or the financial results and cash flows of the Group for the year ended 31 December 2011 or for any future period had the Disposal been completed on 1 January 2011.

INFORMATION ON MIN XIN (SUZHOU)

Min Xin (Suzhou), an indirect wholly-owned subsidiary of the Company and a direct wholly-owned subsidiary of the Vendor as at the Latest Practicable Date, is a limited liability company established and operating in the PRC. The principal activity of Min Xin (Suzhou) is property development and sale. Min Xin (Suzhou) has a registered capital of HK$200 million as at the Latest Practicable Date.

The real estate development in Suzhou (the “Suzhou Project”) undertaken by Min Xin (Suzhou) is located at Dabaidang Park West, Hong Xi Road North, Export Processing Zone East, Suzhou New District, Suzhou, Jiangsu Province, the PRC. The parcel of land has a site area of 95,267.5 square meters and a total construction area of 80,998.26 square meters. The lease term for the land use right of Suzhou Project is 70 years commencing from 30 March 2007 to 29 March 2077 and the lease is for residential use. Construction of the Suzhou Project has been completed since 24 June 2011 and the development is ready for sale and delivery. Suzhou Project was launched for sale in May 2010 and the

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LETTER FROM THE BOARD

Group recorded contract sales of about RMB130.96 million (equivalent to approximately HK$162.89 million) and about RMB21.47 million (equivalent to approximately HK$26.70 million) for the year ended 31 December 2011 and 2012 respectively. Subject to Completion, the Purchaser would be entitled to the proceeds from the contract sales that were recorded before Completion through the acquisition of Min Xin (Suzhou).

For the year ended 31 December 2012, the unaudited net loss before and after tax of Min Xin (Suzhou) prepared in accordance with HKFRSs were approximately RMB10.36 million (equivalent to approximately HK$12.75 million) and RMB10.47 million (equivalent to approximately HK$12.88 million) respectively. For the year ended 31 December 2011, the unaudited net profit before and after tax of Min Xin (Suzhou) prepared in accordance with HKFRSs were approximately RMB21.76 million (equivalent to approximately HK$26.54 million) and RMB18.28 million (equivalent to approximately HK$22.29 million) respectively.

As at 31 December 2012, the unaudited net assets of Min Xin (Suzhou) prepared in accordance with HKFRSs was approximately RMB179.95 million (equivalent to approximately HK$223.83 million).

INFORMATION ON THE GROUP

The Group is principally engaged in banking investment, insurance, property development and investment, and investment holdings.

Immediately after the Disposal, the principal business activities of the Group will remain unchanged and the Group will continue to be principally engaged in property development and investment business in view of the leasing of high quality office space and car parks in Fuzhou, Fujian Province, the PRC.

IMPLICATIONS UNDER THE LISTING RULES

Since the relevant percentage ratios in respect of the Disposal are more than 75%, the Disposal constitutes a very substantial disposal under Chapter 14 of the Listing Rules for the Company and is therefore subject to the notification, publication and shareholders’ approval requirements under the Listing Rules.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, no Shareholder has a material interest in the Disposal. Accordingly, no Shareholder is required to abstain from voting in respect of the resolution(s) to approve the Disposal, the Sale and Purchase Agreement and the transactions contemplated thereunder at the EGM.

EGM

The EGM will be held for the purpose of considering and, if thought fit, approving the Sale and Purchase Agreement and the transactions contemplated thereunder. A notice convening the EGM to be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 28 February 2013 at 11:00 a.m. is set out on pages 57 and 58 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend the EGM in person,

— 10 —

LETTER FROM THE BOARD

you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM, or any adjournment thereof, should you so wish.

RECOMMENDATION

The Directors consider that the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM.

GENERAL

As completion of the Disposal is subject to the fulfillment of the Conditions Precedent, the Disposal may or may not be completed. Shareholders and potential investors should exercise caution when dealing in the Shares.

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

Yours faithfully, Weng Ruo Tong Chairman

— 11 —

APPENDIX I

UNAUDITED FINANCIAL INFORMATION OF MIN XIN (SUZHOU)

Set out below are the unaudited statements of comprehensive income, unaudited statements of changes in equity and unaudited statements of cash flows of Min Xin (Suzhou) for each of the years ended 31 December 2010, 2011 and 2012 and the unaudited statements of financial position of Min Xin (Suzhou) as at 31 December 2010, 2011 and 2012, which have been reviewed by the auditor of the Company, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, in accordance with Hong Kong Standard on Review Engagements 2410, “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Hong Kong Institute of Certified Public Accountants. Based on their review, nothing has come to their attention that has caused them to believe that the unaudited financial information is not prepared, in all material respects, in accordance with the accounting policies adopted by the Group in its condensed consolidated interim financial statements for the six months ended 30 June 2012 and on the basis of preparation set out in Note 2 below.

Unaudited Statements of Comprehensive Income

For the three years ended 31 December 2012

		Year ended 31 December 2010 2011 2012 RMB RMB RMB — 187,889,432 30,124,061 241,767 188,161,881 30,253,827 241,767 188,161,881 30,253,827 --------------- --------------- --------------- — (157,871,097) (28,636,800) (1,045,213) (918,594) (1,052,626) (231,513) (231,514) (99,980) (6,397,050) (2,414,691) (1,673,038) (7,673,776) (161,435,896) (31,462,444) --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- (7,432,009) 26,725,985 (1,208,617) (70,200) (4,961,111) (9,150,000) (7,502,209) 21,764,874 (10,358,617) — (3,488,129) (112,551) (7,502,209) 18,276,745 (10,471,168) (7,502,209) 18,276,745 (10,471,168)	Year ended 31 December 2010 2011 2012 RMB RMB RMB — 187,889,432 30,124,061 241,767 188,161,881 30,253,827 241,767 188,161,881 30,253,827 --------------- --------------- --------------- — (157,871,097) (28,636,800) (1,045,213) (918,594) (1,052,626) (231,513) (231,514) (99,980) (6,397,050) (2,414,691) (1,673,038) (7,673,776) (161,435,896) (31,462,444) --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- (7,432,009) 26,725,985 (1,208,617) (70,200) (4,961,111) (9,150,000) (7,502,209) 21,764,874 (10,358,617) — (3,488,129) (112,551) (7,502,209) 18,276,745 (10,471,168) (7,502,209) 18,276,745 (10,471,168)
		2010	2011
Turnover Total revenues Total operating income Costs of properties sold Staff costs Depreciation Other operating expenses Total operating expenses Operating (loss) / profit Finance costs (Loss) / profit before taxation Income tax expense (Loss) / profit for the year Total comprehensive (loss) / income for the year		RMB — 241,767 241,767 --------------- — (1,045,213) (231,513) (6,397,050) (7,673,776) --------------- ----------------------------------------------------------- (7,432,009) (70,200) (7,502,209) — (7,502,209) (7,502,209)	RMB 187,889,432 188,161,881 188,161,881 --------------- (157,871,097) (918,594) (231,514) (2,414,691) (161,435,896) --------------- ----------------------------------------------------------- 26,725,985 (4,961,111) 21,764,874 (3,488,129) 18,276,745 18,276,745

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UNAUDITED FINANCIAL INFORMATION OF MIN XIN (SUZHOU)

APPENDIX I

Unaudited Statements of Financial Position

As at 31 December 2010, 2011 and 2012

	As	at 31 December 2011 2012 RMB RMB 203,857 109,510 — 1,999,955 203,857 2,109,465 --------------- --------------- — — 441,255,444 418,936,276 1,329,158 1,076,719 5,315,624 5,537,133 226,522 631,287 15,874,075 12,122,541 464,000,823 438,303,956 --------------- --------------- 67,296,042 59,118,443 23,552,967 19,202,958 — — 90,000,000 90,000,000 92,139,278 92,139,278 272,988,287 260,460,679 --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- 191,012,536 177,843,277 --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- 191,216,393 179,952,742 --------------- --------------- 792,483 — 792,483 — --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- 190,423,910 179,952,742 197,884,000 197,884,000 (7,460,090) (17,931,258) 190,423,910 179,952,742
	2010	2011
Non-current assets Property, plant and equipment Deferred income tax assets Current assets Properties under development for sale Completed properties held for sale Other debtors Prepaid taxes Other prepayment and deposits Cash and bank balances Current liabilities Other creditors and accruals Customer deposits from sale of properties Bank borrowings Loan from a substantial shareholder of the ultimate holding company Advance from ultimate holding company Net current assets Total assets less current liabilities Non-current liabilities Deferred income tax liabilities Net assets Registered capital Accumulated losses Total equity	RMB 385,064 — 385,064 --------------- 504,822,947 — 31,375 5,052,331 3,336,949 6,058,547 519,302,149 --------------- 50,622,696 61,207,393 99,570,681 — 136,139,278 347,540,048 --------------- ----------------------------------------------------------- 171,762,101 --------------- ----------------------------------------------------------- 172,147,165 --------------- — — --------------- ----------------------------------------------------------- 172,147,165 197,884,000 (25,736,835) 172,147,165	RMB 203,857 — 203,857 --------------- — 441,255,444 1,329,158 5,315,624 226,522 15,874,075 464,000,823 --------------- 67,296,042 23,552,967 — 90,000,000 92,139,278 272,988,287 --------------- ----------------------------------------------------------- 191,012,536 --------------- ----------------------------------------------------------- 191,216,393 --------------- 792,483 792,483 --------------- ----------------------------------------------------------- 190,423,910 197,884,000 (7,460,090) 190,423,910

— 13 —

UNAUDITED FINANCIAL INFORMATION OF MIN XIN (SUZHOU)

APPENDIX I

Unaudited Statements of Changes in Equity

For the three years ended 31 December 2012

	Registered capital Accumulated losses	Registered capital Accumulated losses	Total equity RMB 179,649,374 (7,502,209) 172,147,165 18,276,745 190,423,910 (10,471,168) 179,952,742
At 1 January 2010 Total comprehensive loss for the year At 31 December 2010 Total comprehensive income for the year At 31 December 2011 Total comprehensive loss for the year At 31 December 2012	RMB 197,884,000 — 197,884,000 — 197,884,000 — 197,884,000	RMB (18,234,626) (7,502,209) (25,736,835) 18,276,745 (7,460,090) (10,471,168) (17,931,258)

— 14 —

UNAUDITED FINANCIAL INFORMATION OF MIN XIN (SUZHOU)

APPENDIX I

Unaudited Statements of Cash Flows

For the three years ended 31 December 2012

		Year ended 31 December 2010 2011 2012 RMB RMB RMB (45,855,406) 76,403,114 8,649,777 1,585,301 272,449 129,766 (8,685,450) (7,524,261) (9,150,000) — (5,277,242) (3,363,532) (52,955,555) 63,874,060 (3,733,989) --------------- --------------- --------------- (17,960) (58,532) (17,545) (17,960) (58,532) (17,545) --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- (52,973,515) 63,815,528 (3,751,534) --------------- --------------- --------------- (50,104,100) (100,000,000) — — 110,000,000 — — (20,000,000) — 40,000,000 — — (40,000,000) — — 7,000,000 — — — (44,000,000) — (727,650) (2,334,450) 1,744,500 (43,831,750) (56,334,450) 1,744,500 --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- (96,805,265) 7,481,078 (2,007,034) 102,136,162 5,330,897 12,811,975 5,330,897 12,811,975 10,804,941 6,058,547 15,874,075 12,122,541 (727,650) (3,062,100) (1,317,600) 5,330,897 12,811,975 10,804,941	Year ended 31 December 2010 2011 2012 RMB RMB RMB (45,855,406) 76,403,114 8,649,777 1,585,301 272,449 129,766 (8,685,450) (7,524,261) (9,150,000) — (5,277,242) (3,363,532) (52,955,555) 63,874,060 (3,733,989) --------------- --------------- --------------- (17,960) (58,532) (17,545) (17,960) (58,532) (17,545) --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- (52,973,515) 63,815,528 (3,751,534) --------------- --------------- --------------- (50,104,100) (100,000,000) — — 110,000,000 — — (20,000,000) — 40,000,000 — — (40,000,000) — — 7,000,000 — — — (44,000,000) — (727,650) (2,334,450) 1,744,500 (43,831,750) (56,334,450) 1,744,500 --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- --------------- ----------------------------------------------------------- (96,805,265) 7,481,078 (2,007,034) 102,136,162 5,330,897 12,811,975 5,330,897 12,811,975 10,804,941 6,058,547 15,874,075 12,122,541 (727,650) (3,062,100) (1,317,600) 5,330,897 12,811,975 10,804,941
		2010	2011
Net cash (outflow) / inflow from operations Interest income from bank deposits received Interest paid Tax paid Net cash (outflow) / inflow from operating activities Investing activities Purchase of property, plant and equipment Net cash outflow from investing activities Net cash (outflow) / inflow before financing Financing Bank loans repaid Short-term loan obtained from a substantial shareholder of ultimate holding company Short-term loan repaid to a substantial shareholder of ultimate holding company Short-term advance obtained from a fellow subsidiary Short-term advance repaid to a fellow subsidiary Advance obtained from ultimate holding company Advance repaid to ultimate holding company (Placement) / withdrawal of restricted deposits Net cash (outflow) / inflow from financing (Decrease) / increase in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December Analysis of the balances of cash and cash equivalents Cash and bank balances Less: Restricted bank balances		RMB (45,855,406) 1,585,301 (8,685,450) — (52,955,555) --------------- (17,960) (17,960) --------------- ----------------------------------------------------------- (52,973,515) --------------- (50,104,100) — — 40,000,000 (40,000,000) 7,000,000 — (727,650) (43,831,750) --------------- ----------------------------------------------------------- (96,805,265) 102,136,162 5,330,897 6,058,547 (727,650) 5,330,897	RMB 76,403,114 272,449 (7,524,261) (5,277,242) 63,874,060 --------------- (58,532) (58,532) --------------- ----------------------------------------------------------- 63,815,528 --------------- (100,000,000) 110,000,000 (20,000,000) — — — (44,000,000) (2,334,450) (56,334,450) --------------- ----------------------------------------------------------- 7,481,078 5,330,897 12,811,975 15,874,075 (3,062,100) 12,811,975

— 15 —

UNAUDITED FINANCIAL INFORMATION OF MIN XIN (SUZHOU)

APPENDIX I

Notes to the Unaudited Financial Information

For the three years ended 31 December 2012

1 GENERAL

On 14 January 2013, Min Xin Properties Limited, an indirect wholly-owned subsidiary of the Company, entered into a conditional sale and purchase agreement for the disposal of 100% of the equity interest in Min Xin (Suzhou) to 冠城大通股份有限公司 (Citichamp Dartong Co., Ltd.), a third party independent of the Group and connected persons of the Group.

The unaudited financial information is presented in Renminbi, the currency of the primary economic environment in which Min Xin (Suzhou) operates (the functional currency of Min Xin (Suzhou)).

2 BASIS OF PREPARATION

The unaudited financial information of Min Xin (Suzhou) has been prepared in accordance with paragraph 68(2)(a)(i) of Chapter 14 of the Listing Rules, and solely for the purposes of inclusion in this circular to be issued by the Company in connection with the Disposal.

The unaudited financial information has been prepared under the historical cost convention.

The amounts included in the unaudited financial information for the three years ended 31 December 2012 have been prepared using the same accounting policies adopted by the Company in the preparation of the Company’s condensed consolidated interim financial statements for the six months ended 30 June 2012, which conform with the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants.

The unaudited financial information does not contain sufficient information to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1 (Revised) “Presentation of Financial Statements”.

The unaudited statements of comprehensive income, unaudited statements of changes in equity and unaudited statements of cash flows for the three years ended 31 December 2012 include the results and cash flows of Min Xin (Suzhou) for each of the three years ended 31 December 2010, 2011 and 2012.

The unaudited statements of financial position as at 31 December 2010, 2011 and 2012 include the assets and liabilities of Min Xin (Suzhou) as at those reporting period end dates.

— 16 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

The unaudited pro forma financial information of the Remaining Group presented below is prepared to illustrate (a) the financial position of the Remaining Group as at 31 December 2011 as if the Disposal had been completed on 31 December 2011; and (b) the results and cash flows of the Remaining Group for the year ended 31 December 2011 as if the Disposal had been completed on 1 January 2011. This unaudited pro forma financial information has been prepared for illustrative purposes only and because of its hypothetical nature, it does not purport to represent the true picture of the financial position of the Group as at 31 December 2011 or at any future date had the Disposal been completed on 31 December 2011 or the results and cash flows of the Group for the year ended 31 December 2011 or for any future period had the Disposal been completed on 1 January 2011.

The unaudited pro forma financial information of the Remaining Group was prepared in accordance with Rules 4.29 and 14.68(2)(a)(ii) of the Listing Rules.

The unaudited pro forma consolidated statement of financial position of the Remaining Group is prepared based on the audited consolidated statement of financial position of the Group as at 31 December 2011 extracted from the annual report of the Group for the year ended 31 December 2011 after giving effect to the pro forma adjustments described in the accompanying notes, as if the Disposal had taken place on 31 December 2011.

The unaudited pro forma consolidated income statement, unaudited pro forma consolidated statement of comprehensive income and unaudited pro forma consolidated statement of cash flows of the Remaining Group are prepared based on the audited consolidated income statement, audited consolidated statement of comprehensive income and audited consolidated statement of cash flows of the Group, respectively, for the year ended 31 December 2011 extracted from the annual report of the Group for the year ended 31 December 2011 after giving effect to the pro forma adjustments described in the accompanying notes, as if the Disposal had taken place on 1 January 2011.

— 17 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

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

		As at 31 December 2011
	The Group	Pro forma adjustments	Remaining Group
		(Note 1) (Note 2)
Non-current assets Property, plant and equipment Investment properties Jointly controlled entities Associates Available-for-sale financial assets Loan receivable Reinsurance assets Deferred income tax assets Current assets Completed properties held for sale Deferred acquisition costs Insurance receivable Reinsurance assets Other debtors Prepaid taxes Other prepayment and deposits Financial assets at fair value through profit or loss Cash and bank balances	HK$’000 20,454 122,456 1,963,657 13,879 477,114 — 3,268 428 2,601,256 -------------- 544,509 12,637 11,085 1,668 2,758 6,559 3,078 1,942 207,204 791,440 --------------	HK$’000 HK$’000 (252) 113,700 (544,509) (1,640) (6,559) (280) 250,779	HK$’000 20,202 122,456 1,963,657 13,879 477,114 113,700 3,268 428
			2,714,704 -------------- — 12,637 11,085 1,668 1,118 — 2,798 1,942 457,983
			489,231 --------------

— 18 —

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Statement of Financial Position of the Remaining Group (continued)

	The Group	As at 31 December 2011
		Pro forma adjustments	Remaining Group
		(Note 1) (Note 2)
Current liabilities Insurance contracts Insurance payable Other creditors and accruals Customer deposits from sales of properties Bank borrowings Loan from a substantial shareholder Advance from ultimate holding company Current income tax payable Net current assets Total assets less current liabilities Non-current liabilities Insurance contracts Deferred income tax liabilities Net assets Share capital Other reserves Retained profits Proposed dividend Others Total equity attributable to equity holders of the Company	HK$’000 41,466 5,703 100,449 29,064 50,000 111,060 — 126 337,868 -------------- ----------------------------------------------------- 453,572 -------------- ----------------------------------------------------- 3,054,828 -------------- 14,069 34,111 48,180 -------------- ----------------------------------------------------- 3,006,648 459,429 1,930,407 18,377 598,435 3,006,648	HK$’000 HK$’000 (83,044) (29,064) (111,060) (113,700) 113,700 (978) (65,682) 101,067	HK$’000 41,466 5,703 17,405 — 50,000 — — 126
			114,700 -------------- ----------------------------------------------------- 374,531 -------------- ----------------------------------------------------- 3,089,235 -------------- 14,069 33,133
			47,202 -------------- ----------------------------------------------------- 3,042,033
			459,429 1,864,725 18,377 699,502
			3,042,033

— 19 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Income Statement of the Remaining Group

For the year ended 31 December 2011

The Group	The Group	Pro forma adjustments (Note 3) (Note 4)	Remaining Group HK$’000 72,454 90,915 137,371 228,286 ------------ (34,061) — (29,278) (1,042) (17,108) (81,489) ------------ ----------------------------------------------- 146,797 (1,170) 268,565 1,649 415,841 (17,383) 398,458
Turnover Total revenues Other gains — net Total operating income Net insurance claims incurred and commission expenses incurred on insurance business Costs of properties sold Staff costs Depreciation Other operating expenses Total operating expenses Operating profit Finance costs Share of results of jointly controlled entities Share of results of associates Profit before taxation Income tax expense Profit for the year	HK$’000 301,605 311,302 26,035 337,337 ------------ (34,061) (192,541) (30,398) (1,324) (20,053) (278,377) ------------ ----------------------------------------------- 58,960 (7,221) 268,565 1,649 321,953 (21,637) 300,316	HK$’000 HK$’000 (229,151) (229,483) 9,096 5,909 105,427 192,541 1,120 282 2,945 6,051 4,254

— 20 —

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Statement of Comprehensive Income of the Remaining Group

	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December	2011 Remaining Group HK$’000 398,458 ------------ (11,199) (11,380) 2,638 (1,875) (21,816) ------------ 9 9 ------------ 10,338 (820) 9,518 ------------ ----------------------------------------------- (12,289) ------------ ----------------------------------------------- 386,169
	The Group		Pro forma adjustments (Note 3) (Note 4)
Profit for the year Other comprehensive income Available-for-sale financial assets Fair value changes charged to equity Share of changes in equity of jointly controlled entities Fair value changes charged to equity Disposal Deferred tax Leasehold buildings revaluation reserve Unrealised surplus on revaluation of leasehold buildings transferred to investment property Exchange translation reserve Exchange differences arising on translation of the financial statements of foreign subsidiaries, jointly controlled entities and associates Share of changes in equity of jointly controlled entities and associates Disposal Other comprehensive income for the year, net of tax Total comprehensive income for the year		HK$’000 300,316 ------------ (11,199) (11,380) 2,638 (1,875) (21,816) ------------ 9 9 ------------ 76,020 (820) 75,200 ------------ ----------------------------------------------- 53,393 ------------ ----------------------------------------------- 353,709	HK$’000 HK$’000 (15,554) (50,128)

— 21 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Statement of Cash Flows of the Remaining Group

	For the year ended 31 December	For the year ended 31 December	For the year ended 31 December	2011 Remaining Group HK$’000 (712) 1,781 (1,025) (2,423) (2,379) ------------ 252,059 52,785 (1,077) (9,985) (210) 1,390 294,962 ------------ ----------------------------------------------- 292,583 ------------ 35,000 — 43,576 (43,576) — (13,783) 21,217 ------------ ----------------------------------------------- 313,800 73,259 1,455 388,514
	The Group		Pro forma adjustments (Note 5) (Note 6)
Net cash inflow/(outflow) from operations Interest income from bank deposits received Interest paid Tax paid Net cash inflow/(outflow) from operating activities Investing activities Disposal of 100% equity interest in Min Xin (Suzhou) Loan repaid by Min Xin (Suzhou) Placement of bank deposits pursuant to insurance regulatory requirements Placement of bank deposits with original maturity over three months Purchase of property, plant and equipment Sale of investment property Net cash (outflow)/inflow from investing activities Net cash inflow before financing Financing Bank loans obtained Bank loans repaid Short-term loan and advance obtained from a substantial shareholder Short-term loan and advance repaid to a substantial shareholder Placement of restricted deposits Dividend paid Net cash inflow from financing Increase in cash and cash equivalents Cash and cash equivalents at 1 January Effect of foreign exchange rates changes Cash and cash equivalents at 31 December		HK$’000 98,509 2,113 (10,139) (8,859) 81,624 ------------ — — (1,077) (9,985) (283) 1,390 (9,955) ------------ ----------------------------------------------- 71,669 ------------ 35,000 (120,280) 176,186 (68,006) (2,881) (13,783) 6,236 ------------ ----------------------------------------------- 77,905 73,259 (5,187) 145,977	HK$’000 HK$’000 (99,221) (332) 9,114 6,436 252,059 52,785 73 120,280 (132,610) 24,430 2,881 6,642

— 22 —

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Notes to the unaudited pro forma financial information of the Remaining Group

1 The adjustment reflects the de-recognition of the carrying value attributable to 100% equity interest in Min Xin (Suzhou) derived from the unaudited statement of financial position of Min Xin (Suzhou) as at 31 December 2011 as set out in Appendix I, and the recognition of net proceeds from the Disposal (being the Consideration less payment of tax and other expenses) received in cash by the Group and the resulting estimated one-off gain arising from the Disposal calculated based on Consideration of RMB227,884,000 (equivalent to approximately HK$281,209,000), as if the Disposal had taken place on 31 December 2011.

Calculation of estimated one-off gain on disposal
Consideration
Carrying value of 100% equity interest in Min Xin (Suzhou) as at
31 December 2011
Estimated Mainland China corporate income tax payable (which is subject to
final determination by the relevant PRC tax authority) in relation to the
disposal of 100% equity interest in Min Xin (Suzhou)
Estimated direct professional and other expenses in relation to the disposal
of 100% equity interest in Min Xin (Suzhou)
Estimated gain on disposal before release of attributable reserve
Release of exchange translation reserve attributable to 100% equity interest
in Min Xin (Suzhou)
Estimated one-off gain on disposal

HK$’000
281,209
(234,983)
(8,841)
(2,000)
35,385
65,682
101,067

For the purpose of this unaudited pro forma financial information, the Group considered that the financials of Min Xin (Suzhou) will be excluded from the consolidated financial statements of the Group subsequent to the completion of the Disposal.

2 The adjustment reflects the de-recognition of the shareholder loan provided to Min Xin (Suzhou) of approximately RMB92.14 million (equivalent to approximately HK$113.70 million) and recognition of Loan receivable from Min Xin (Suzhou) subsequent to the completion of the Disposal, as if the Disposal had taken place on 31 December 2011.

— 23 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

3 The adjustment reflects (i) the de-consolidation of the results and other comprehensive income of Min Xin (Suzhou) for the year ended 31 December 2011 derived from the unaudited income statement and unaudited statement of comprehensive income of Min Xin (Suzhou) for the year ended 31 December 2011 as set out in Appendix I; and (ii) the release of exchange translation reserve of about HK$5.91 million, as if the Disposal had taken place on 1 January 2011.
4 The adjustment reflects the recognition of the resulting estimated one-off gain arising from the Disposal, the release of exchange translation reserve attributable to the 100% equity interest in Min Xin (Suzhou) and the interest income accrued at 8% per annum on the Loan receivable from Min Xin (Suzhou), as if the Disposal had taken place on 1 January 2011.

Calculation of estimated one-off gain on disposal
Consideration
Carrying value of 100% equity interest in Min Xin (Suzhou) as at
1 January 2011
Estimated Mainland China corporate income tax payable (which is subject to
final determination by the relevant PRC tax authority) in relation to the
disposal of 100% equity interest in Min Xin (Suzhou)
Estimated direct professional and other expenses in relation to the disposal
of 100% equity interest in Min Xin (Suzhou)
Estimated gain on disposal before release of attributable reserve
Release of exchange translation reserve attributable to 100% equity interest
in Min Xin (Suzhou)
Estimated one-off gain on disposal

HK$’000
269,188
(203,048)
(8,841)
(2,000)
55,299
50,128
105,427

— 24 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

5 The adjustment reflects the de-consolidation of the cash flow of Min Xin (Suzhou) for the year ended 31 December 2011 derived from the unaudited statement of cash flows of Min Xin (Suzhou) for the year ended 31 December 2011 as set out in Appendix I, as if the Disposal had taken place on 1 January 2011.
6 The adjustment reflects the one-off net cash inflow of approximately HK$252 million, calculated based on the Consideration of RMB227,884,000 (equivalent to approximately HK$269,188,000) less estimated tax (subject to final determination by the relevant PRC tax authority) and other expenses payable in relation to the Disposal of approximately HK$11 million and cash and cash equivalents of Min Xin (Suzhou) as at 1 January 2011 of approximately HK$6 million, as if the Disposal had taken place on 1 January 2011.
7 Apart from the above, no other adjustment has been made to reflect any trading result or other transaction of the Group entered into subsequent to 31 December 2011.
Save for pro forma adjustment 2 and interest income accrued on the loan receivable in adjustment 4 above, all other pro forma adjustments are not expected to have a continuing effect on financial performance of the Group.
The financial information of Min Xin (Suzhou) is presented in RMB and is translated into Hong Kong dollars based on the exchange rate of (i) RMB1.00 = HK$1.234 for assets and liabilities in statement of financial position of Min Xin (Suzhou); and (ii) RMB1.00 = HK$1.219608 for income and expenses in income statement of Min Xin (Suzhou).

— 25 —

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

ACCOUNTANT’S REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

The following is the full text of a report from the Company’s auditor, PricewaterhouseCoopers, Certified Public Accountants, Hong Kong for incorporation in this circular.

==> picture [70 x 50] intentionally omitted <==

ACCOUNTANT’S REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION TO THE DIRECTORS OF MIN XIN HOLDINGS LIMITED

We report on the unaudited pro forma financial information set out on pages 17 to 25 under the heading of “Unaudited Pro Forma Financial Information of the Remaining Group” (the “Unaudited Pro Forma Financial Information”) in Appendix II of the circular dated 8 February 2013 (the “Circular”) of Min Xin Holdings Limited (the “Company”), in connection with the proposed disposal of 100% equity interest in Minxin (Suzhou) Property Development Co., Ltd. (the “Transaction”) by Min Xin Properties Limited, an indirect wholly-owned subsidiary of the Company. The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company, for illustrative purposes only, to provide information about how the Transaction might have affected the relevant financial information of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”). The basis of preparation of the Unaudited Pro Forma Financial Information is set out on pages 17 to 25 of the Circular.

Respective Responsibilities of Directors of the Company and the Reporting Accountant

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 Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

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

Basis of Opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment

— 26 —

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Circulars” issued by the HKICPA. Our work, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the audited consolidated statement of financial position of the Group as at 31 December 2011, the audited consolidated income statement, the audited consolidated statement of comprehensive income and the audited consolidated statement of cash flows of the Group for the year ended 31 December 2011 as set out in the “Unaudited Pro Forma Financial Information of the Remaining Group” section of the Circular with the audited consolidated financial statements of the Group as at 31 December 2011 as set out in the annual report of the Group for the year ended 31 December 2011, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information with the directors of the Company.

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

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

the financial position of the Group as at 31 December 2011 or any future date, or
the results and cash flows of the Group for the year ended 31 December 2011 or any future periods.

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.

PricewaterhouseCoopers

Certified Public Accountants Hong Kong, 8 February 2013

— 27 —

APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

Details of the financial information of the Group for the three years ended 31 December 2009, 2010 and 2011 are disclosed in the Company’s annual reports for the three years ended 31 December 2009, 2010 and 2011, respectively. Details of the financial information of the Group for the six months ended 30 June 2012 are disclosed in the Company’s interim report for the six months ended 30 June 2012. All of these financial information have been published on the website of the Stock Exchange at www.hkex.com.hk and the Company’s website at www.minxin.com.hk.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND ASSOCIATED COMPANIES

Except for the sale of 5% equity interest in Xiamen International Bank to 福建省交通運輸集團有限責任公司 (Fujian Provincial Communication Transportation Group Co., Ltd.*) by the Company on 12 August 2011 and the dilution of the Company’s shareholding in Xiamen International Bank to about 18.7739% on 31 December 2012, the Remaining Group did not acquire or dispose of any material subsidiary or associated company during the three years ended 31 December 2009, 2010 and 2011 and six months ended 30 June 2012.

FOR THE SIX MONTHS ENDED 30 JUNE 2012

In the first half of 2012, the global economic situation has become more complex and fast changing. While the overall economic recovery in the United States was sluggish, the Eurozone sovereignty debt crisis has deteriorated. The effects of the economic and monetary stimulus measures launched by the advanced countries are on the wane. Amid the economic downturn and rising inflation pressure, the emerging countries like China have kept on implementing economic stimulus measures.

Operating Results

In the first half of 2012, the Remaining Group reported a consolidated profit attributable to equity holders of HK$168.97 million, an increase of 17.0% from HK$144.48 million in the same period last year. Basic earnings per share amounted to 36.78 HK cents.

Despite the increase of HK$43.42 million in the share of results of Xiamen International Bank, the unaudited consolidated profit attributable to equity holders of the Group went up by only HK$24.49 million as compared to that of the same period last year due to the reduction in the dividend income from the investment in Huaneng A Share as well as the fair value gain on revaluation of investment properties.

Banking Business

The Remaining Group, through its 36.75% interest in Xiamen International Bank, conducts banking business in Mainland China and Macao. For the first half of 2012, the Remaining Group’s banking business reported an unaudited net profit after tax of HK$171.48 million, an increase of 33.9% over that of the same period in 2011.

— 28 —

APPENDIX III

ADDITIONAL INFORMATION ON THE REMAINING GROUP

During the period under review, the inflation in Mainland China was basically under control due to the continued tight monetary policy implemented by the Central Government. In order to avoid the further slow down of the economic growth, the Central Government has lowered the deposit reserve requirement ratio thrice since last December. Also in June this year, the benchmark interest rate for loans was reduced twice. On the basis of having its total assets successfully crossing RMB100 billion, Xiamen International Bank has calmly coped with the macro challenges, and diligently seized market opportunities. Through product innovation and expansion of new business markets, it has once again attained satisfactory performance amid the tough operating conditions with total assets boosted by about RMB44.2 billion.

Xiamen International Bank registered an unaudited consolidated net profit prepared in accordance with the PRC Accounting Standards of RMB377.97 million in the first half of 2012, 29.9% higher than that of RMB291.01 million reported in the same period last year.

As at the end of June 2012, the total assets of Xiamen International Bank grew by about 42% to RMB149.3 billion as compared to those at the end of 2011. Gross loans to customers rose by about 6.1% to RMB56.3 billion, and total deposits from customers up about 13% to RMB81.4 billion, as compared to the respective balances at the end of 2011. Due to the growth of loan portfolio and expansion of loan size in Mainland China, the net interest income of Xiamen International Bank increased by 17.9% in the first half of 2012. Net fee and commission income also rose by 11.2% due to the product innovation.

Looking forward into the second half, the economy of Mainland China will continue to face various difficulties in the short term. The Central Government will continue to accelerate the introduction of relevant policies in order to maintain stable economic development with the deposit reserve requirement ratio and the benchmark lending rate possibly be lowered further. In anticipation of increased liquidity in the market, Xiamen International Bank will, under a more intense competition as well as the ever-changing regulatory requirements, grasp the opportunities arising from its restructuring by further expanding its market penetration and continuing its efforts to generate sustainable value for its shareholders.

Insurance Business

Min Xin Insurance Company Limited (“MXIC”), the Remaining Group’s wholly-owned subsidiary, recorded an unaudited net profit after tax of HK$1.79 million for the first half of 2012, a decrease of 58.2% from that in the same period of 2011. Such decrease was mainly due to the drop in underwriting income.

Making use of the recent increase of premium rate of certain classes of insurance in the Hong Kong market, the management team of MXIC will strive to secure more quality business with an aim to improve its underwriting results.

Property Development and Investment

The property development and investment business of the Remaining Group comprises the leasing of certain investment properties in Mainland China. In the first half of 2012, the property development and investment business reported an unaudited profit after tax of HK$2.77 million, as compared with an unaudited profit after tax of HK$7.62 million for the same period of 2011.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

A steady and recurrent rental income as well as capital appreciation were generated by the Remaining Group’s investment properties and car parks in Fuzhou, Fujian Province (the “Fuzhou Property”). The Fuzhou Property recorded a rental income of RMB1.81 million in the first half of 2012, up 13.9% as compared with RMB1.59 million reported for the same period in 2011. At 30th June 2012, the fair value of the Fuzhou Property was RMB70.26 million, 6.4% higher than the fair value of RMB66.01 million at the end of 2011. The Remaining Group recognised a fair value gain of HK$4.36 million and a fair value gain after deferred tax of HK$1.47 million in the first half of 2012, as compared to a fair value gain of HK$17.9 million and a fair value gain after deferred tax of HK$6.49 million for the same period in 2011.

Investment in Huaneng Power International, Inc. (“Huaneng Shares”)

At the end of June 2012, the Shanghai Composite Index rose slightly as compared to that at the end of 2011. The closing bid price of Huaneng’s A-share climbed from RMB5.37 per share at 31st December 2011 to RMB6.44 per share at 30th June 2012. The fair value of the Remaining Group’s investment in 72 million Huaneng Shares measured with reference to the closing bid price of Huaneng’s A-Share increased by approximately HK$89.2 million to approximately HK$566.32 million (equivalent to approximately RMB463.68 million) as compared to that at the end of 2011. The gain of approximately HK$89.2 million arising from the change in its fair value (31st December 2011: fair value loss of approximately HK$11.2 million) was recognised in other comprehensive income and accumulated separately in equity in the investment revaluation reserve.

Being classified as a long term available-for-sale financial asset of the Remaining Group, Huaneng Shares generate a steady dividend income to the Remaining Group. During the period under review, Huaneng paid a final dividend for 2011 of RMB0.05 per share. The Remaining Group recorded a dividend income of HK$4.39 million, as compared to the final dividend payment for 2010 of RMB0.2 per share totaling HK$17.23 million received by the Remaining Group for the same period in 2011.

Huaneng recently announced its results under the PRC Accounting Standards for the first half of 2012. Its operating revenue has increased by 4.9% year-on-year, while its operating expenses were maintained at the same level with the same period of last year due to effective control. Its net profit attributable to equity holders have boosted by 87.3% to RMB2.2 billion with earnings per share of RMB0.16 for the period under review, as compared to RMB0.08 per share for the first half of 2011, an increase of RMB0.08 per share.

Subsequent to the reporting date, the Remaining Group has disposed of about 2.05 million Huaneng Shares, which represents about 2.8% of the Remaining Group’s shareholding. It is expected that a disposal gain after tax of about HK$10.3 million will be recorded in the second half. The Remaining Group is now in the process of applying for the certificate of tax exemption in Mainland China.

FINANCIAL REVIEW

Borrowings and Charged Assets

At 30th June 2012, the Remaining Group had outstanding bank loans principal of HK$50 million (31st December 2011: HK$50 million) to be repaid within one year. The outstanding bank loans of the Remaining Group are denominated in Hong Kong Dollars and subject to floating interest rates. The Remaining Group had undrawn overdraft facility of HK$10 million at 30th June 2012.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

At 30th June 2012, the above bank loans were secured by the Remaining Group’s property with a book value of approximately HK$11.45 million (31st December 2011: approximately HK$11.68 million).

Save for the above, the other assets of the Remaining Group were not pledged at 30th June 2012 and 31st December 2011.

Gearing Ratio

At 30th June 2012, the gearing ratio of the Remaining Group (total borrowings and advances divided by total net assets) still maintained at a relatively low level and was only 1.6% (31st December 2011: 1.7%).

Cash Position

The Remaining Group’s bank deposits are interest bearing at prevailing market rates. At 30th June 2012, the total bank deposits of the Remaining Group amounted to HK$174.37 million (31st December 2011: HK$187.60 million) of which 79.9% were denominated in Hong Kong Dollars, 15.7% in Renminbi and 4.4% in other currencies (31st December 2011: 80.1% in Hong Kong Dollars, 16.5% in Renminbi and 3.4% in other currencies).

Pursuant to the requirements from the Office of the Commissioner of Insurance in Hong Kong, a subsidiary maintains at all times a portion of its funds, being not less than HK$16 million (31st December 2011: HK$16 million), in bank deposits. That subsidiary has also maintained a bank deposit of approximately MOP7.49 million (equivalent to approximately HK$7.27 million) (31st December 2011: approximately MOP6.04 million, equivalent to approximately HK$5.86 million) for fulfilling certain requirements under the Macao Insurance Ordinance.

Risk of Exchange Rate Fluctuation

The Remaining Group mainly operates in Hong Kong, Mainland China and Macao, the exposure in exchange rate risks mainly arises from fluctuations in the Hong Kong Dollars and Renminbi exchange rates. As the Hong Kong Dollars and Renminbi are both under managed floating systems, the Remaining Group, after reviewing its existing exposure, did not enter into any derivative contracts aimed at minimising exchange rate risks during the period. However, the Remaining Group will monitor foreign currency exposure and consider hedging significant foreign currency exposure should the need arise.

Commitments

At 30th June 2012, the Remaining Group’s capital commitments relating to property, plant and equipment amounted to approximately HK$0.41 million (31st December 2011: approximately HK$0.63 million).

Contingent Liabilities

As at 30th June 2012 and 31st December 2011, the Remaining Group did not have any material contingent liabilities.

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ADDITIONAL INFORMATION ON THE REMAINING GROUP

APPENDIX III

EMPLOYEES AND REMUNERATION POLICY

As at 30th June 2012, the Remaining Group had 56 employees. The remuneration of the employees is based on individual merits and experience. The Remaining Group also provides other benefits to the employees including retirement benefits and medical scheme.

FOR THE YEAR ENDED 31 DECEMBER 2011

With the deepening sovereign debt crisis in the eurozone, the continuing fragility of the US economic recovery, and the effects of the natural disasters in Japan, the global economic recovery in 2011 was weak. Despite the economic growth in China moderated due to persistent monetary tightening by the Central Government and weaker external demand, China still maintained a relatively high level of growth.

OPERATING RESULTS

In 2011, the Remaining Group reported a consolidated profit attributable to equity holders of HK$278.29 million, an increase of 11.4% from HK$249.92 million in 2010. Basic earnings per share amounted to 60.57 HK cents.

The increase in the consolidated profit attributable to equity holders of HK$28.37 million as compared to that of 2010 was mainly contributed by the increase of HK$35.57 million in the share of results of Xiamen International Bank.

DIVIDEND

The Directors have resolved to recommend at the forthcoming Annual General Meeting of the Company to be held on 12th June 2012 the payment of a final dividend of 4 HK cents per ordinary share totaling HK$18,377,146 for the year ended 31st December 2011 (2010: final dividend of 3 HK cents per ordinary share totaling HK$13,782,860). The proposed dividend, if approved, will be paid on or before 6th September 2012.

BUSINESS REVIEW

Banking Business

The Remaining Group, through its 36.75% interest in Xiamen International Bank, conducts banking business in Mainland China and Macao. For the year 2011, the Remaining Group’s banking business reported a net profit after tax of HK$264.08 million, an increase of 15.6% over that of 2010.

For the year under review, China headed towards a soft landing as economic growth moderated due to persistent monetary tightening by the Central Government. Economic growth in Mainland China is expected to slow further, despite its economy remains among the fastest growing in the world. Amid

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

this difficult operating environment, Xiamen International Bank strived to overcome the macro challenges and capture market opportunities. It has successfully developed new business markets through the appropriate expansion of its deposit and loan business and product innovation, thereby attaining good results with total assets crossing the RMB100 billion mark.

Xiamen International Bank registered an audited consolidated net profit prepared in accordance with the PRC Accounting Standards of RMB590.33 million in 2011, 9.6% higher than that of RMB538.5 million reported in 2010.

As at the end of 2011, the total assets of Xiamen International Bank stood at RMB105.1 billion, an increase of about 48.2% over that at the end of 2010. Gross loans to customers rose by about 20.1% to RMB53.1 billion and total deposits from customers up about 30.3% to RMB72.08 billion, as compared to the respective balances at the end of 2010. Due to the strong growth of loan portfolio in Mainland China, the net interest income of Xiamen International Bank increased by about 52.7% to RMB1.49 billion in 2011. Net fee and commission income also grew by about 70.5% to RMB0.25 billion due to the product innovation.

Looking ahead into 2012, with the monetary policy of the People’s Bank of China easing at the end of last year to stimulate domestic demand, consumption growth is expected to remain resilient while inflation will steadily decline. In the banking sector, Xiamen International Bank is expected to face more intense competition in deposit and lending business, as well as the ever-changing regulatory requirements. Nevertheless, Xiamen International Bank will grasp the opportunities arising from its restructuring by further expanding its market penetration and continuing its efforts to create sustainable value for its shareholders.

Insurance Business

Min Xin Insurance Company Limited (“MXIC”), the Remaining Group’s wholly-owned subsidiary, registered a net profit after tax of HK$7.1 million in 2011, an increase of 3.6% from HK$6.85 million in 2010. The management team of MXIC will continue to strengthen its insurance business performance and maintain its prudent investment strategy with an aim to produce stable return to the shareholders.

Property Development and Investment

The property development and investment business of the Remaining Group comprises the leasing of certain investment properties in Mainland China. In 2011, the property development and investment business reported a profit after taxation of HK$10.69 million, as compared with a profit after taxation of HK$7.32 million in 2010.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

RMB66.01 million, 34.2% higher than the fair value of RMB49.19 million at the end of 2010. The Remaining Group recognised a fair value gain of HK$23.28 million and a fair value gain after deferred tax of HK$8.32 million in 2011, as compared to a fair value gain of HK$13.22 million and a fair value gain after deferred tax of HK$5.74 million in 2010.

Investment in Huaneng Power International, Inc. (“Huaneng Shares”)

In 2011, despite a relatively high level of economic growth was maintained in Mainland China, the share market there was relatively volatile. The Shanghai Composite Index slipped by more than 600 points as compared to that at the end of 2010. The closing bid price of Huaneng’s A-share also fell to RMB5.37 per share at 31st December 2011 from RMB5.75 per share at 31st December 2010. The fair value of the Remaining Group’s investment in 72 million Huaneng Shares measured with reference to the closing bid price of Huaneng’s A-share reduced by approximately HK$11.2 million to approximately HK$477.11 million (equivalent to approximately RMB386.64 million) as compared to that at the end of 2010. The loss of approximately HK$11.2 million arising from the change in its fair value (2010: approximately HK$168.33 million) was recognised in other comprehensive income and accumulated separately in equity in the investment revaluation reserve.

Being classified as a long term available-for-sale financial asset of the Remaining Group, Huaneng Shares generate a steady dividend income to the Remaining Group. During the year, Huaneng paid a final dividend for 2010 of RMB0.2 per share. The Remaining Group recorded a dividend income of HK$17.23 million, as compared to the final dividend payment for 2009 of RMB0.21 per share totaling HK$17.32 million received by the Remaining Group in 2010.

Huaneng recently announced its 2011 annual results under the PRC Accounting Standards. Its operating revenue has increased by 27.9% year-on-year, while its operating expenses have increased by 31.2% due to the increase in fuel prices and interest rate of its Renminbi borrowings. Its net profit attributable to equity holders have dropped by 64.2% to RMB1.27 billion with earnings per share of RMB0.09 in 2011 as compared to RMB0.29 per share in 2010, a decrease of RMB0.2 per share.

FINANCIAL REVIEW

Borrowings and Charged Assets

At 31st December 2011, the Remaining Group had outstanding bank loans principal of HK$50 million (2010: HK$15 million) to be repaid within one year. In terms of currency denomination, the outstanding bank loans principal of HK$50 million (100%) (2010: HK$15 million, or 100%) was denominated in Hong Kong Dollars. The outstanding bank loans of the Remaining Group are subject to floating interest rates. The Remaining Group had undrawn overdraft facility of HK$10 million at 31st December 2011.

At 31st December 2011, the above bank loans were secured by the Remaining Group’s property with a book value of approximately HK$11.68 million (2010: approximately HK$12.14 million).

Save for the above, the other assets of the Remaining Group were not pledged at 31st December 2010 and 2011.

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ADDITIONAL INFORMATION ON THE REMAINING GROUP

APPENDIX III

Gearing Ratio

At 31st December 2011, the gearing ratio of the Remaining Group (total borrowings and advances divided by total net assets) still maintained at a relatively low level and was only 1.7% (2010: 0.6%).

Cash Position

The Remaining Group’s bank deposits are interest bearing at prevailing market rates. At 31st December 2011, the total bank deposits of the Remaining Group amounted to HK$187.60 million (2010: HK$113.35 million) of which 80.1% were denominated in Hong Kong Dollars, 16.5% in Renminbi and 3.4% in other currencies (2010: 83.4% in Hong Kong Dollars, 11.7% in Renminbi and 4.9% in other currencies).

Pursuant to the requirements from the Office of the Commissioner of Insurance in Hong Kong, a subsidiary maintains at all times a portion of its funds, being not less than HK$16 million (2010: HK$16 million), in bank deposits. That subsidiary has also maintained a bank deposit of approximately MOP6.04 million (equivalent to approximately HK$5.86 million) (2010: approximately MOP4.93 million, equivalent to approximately HK$4.79 million) for fulfilling certain requirements under the Macao Insurance Ordinance.

Risk of Exchange Rate Fluctuation

The Remaining Group’s assets, liabilities and receipts and payments are primarily denominated in Hong Kong Dollars and Renminbi. As the exchange rate of Renminbi against Hong Kong Dollars has increased as compared to that at the end of 2010, the bank balance denominated in Hong Kong Dollars for registered capital of a wholly-owned subsidiary of the Remaining Group incorporated in Mainland China has resulted in a translation loss recorded by that subsidiary due to the prevailing foreign exchange control policies. Hence, the Remaining Group recorded a translation loss of approximately HK$1.82 million in 2011 (2010: translation gain of approximately HK$0.37 million). Save for the above, the Remaining Group anticipates that it will not face material risks arising from foreign exchange rates fluctuation.

Commitments

At 31st December 2011, the Remaining Group’s capital commitments relating to property, plant and equipment amounted to approximately HK$0.63 million (2010: approximately HK$0.2 million).

Contingent Liabilities

As at 31st December 2011 and 2010, the Remaining Group did not have any material contingent liabilities.

EMPLOYEES AND REMUNERATION POLICY

As at 31st December 2011, the Remaining Group had 58 employees. The remuneration of the employees is based on individual merits and experience. The Remaining Group also provides other benefits to the employees including retirement benefits and medical scheme.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

FOR THE YEAR ENDED 31 DECEMBER 2010

Large-scale fiscal and monetary stimulus initiatives launched in the wake of the international financial crisis led to a rebound in the global economy in 2010. However, while the emerging economies enjoyed rapid growth, advanced countries reported slower progress. On the other hand, the economy of Mainland China sustained a relatively steady development.

OPERATING RESULTS

In 2010, the Remaining Group recorded a consolidated profit attributable to equity holders of HK$249.92 million, an increase of 40.6% over that of 2009. Basic earnings per share amounted to 54.40 HK cents.

Benefiting from the increase of HK$50.41 million in the share of profit after tax of Xiamen International Bank, and the share of gain of HK$10.69 million of an indirectly-owned associated company from the disposal of its equity interest in the project company with toll road investment in Mainland China, the Remaining Group reported an increase in the consolidated profit attributable to equity holders by HK$72.19 million as compared to that of 2009.

DIVIDEND

The Directors have resolved to recommend at the forthcoming Annual General Meeting of the Company to be held on 17th June 2011 the payment of a final dividend of 3 HK cents per ordinary share totaling HK$13,782,860 for the year ended 31st December 2010 (2009: final dividend of 3 HK cents per ordinary share totaling HK$13,782,860). The proposed dividend, if approved, will be paid on 2nd September 2011.

BUSINESS REVIEW

Banking Business

The Remaining Group, through its 36.75% interest in the Xiamen International Bank Group, conducts banking business in Mainland China and Macao. During the year, the banking business of the Remaining Group recorded a profit after tax of HK$228.51 million, an increase of 28.3% over that of 2009.

For the year under review, Xiamen International Bank seriously implemented its annual strategic principles. Under the intensely competitive environment, it sought to capitalise on improved investment sentiment and the upturn in economic activity to moderately expand the scale of its deposit and loan business. While maintaining its traditional bank services, it also strengthened the development of new areas of business with satisfactory growth in the customer bases, revenue and profits.

Xiamen International Bank’s audited consolidated net profit prepared in accordance with Accounting Standards for Business Enterprises went up by 30.4% to RMB538.5 million from RMB412.97 million in 2009.

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APPENDIX III

ADDITIONAL INFORMATION ON THE REMAINING GROUP

As at the end of 2010, the total assets of Xiamen International Bank Group grew by about 51.2% to RMB70.9 billion. Loans to customers and customers’ deposits were RMB44.2 billion and RMB55.1 billion respectively, an increase of 54.5% and 31.3% respectively, as compared to those at the end of 2009. Driven by the strong growth of lending business in Mainland China during the year, the net interest income boosted by 39%, and the net fee and commission income also rose by 43% as compared to those of 2009.

Looking ahead into 2011, notwithstanding many stimulus packages now being phased out, challenges still remain. With the second round of quantitative easing launched by the United States, and the austerity measures and sovereign credit crisis of various European countries, the global economy still face uncertain market conditions. Despite recent measures by the Central Government to curb rising inflation and property prices, steady income growth and private consumption have sustained strong domestic demand. Xiamen International Bank Group will exploit the opportunities arising from its restructuring by strengthening the development of new business markets and widen the customer base with a view to creating a new future.

Insurance Business

Min Xin Insurance Company Limited (“MXIC”), the Remaining Group’s wholly-owned subsidiary, registered a profit after tax of HK$6.85 million for the year ended 31st December 2010, an increase of 108.2% from HK$3.29 million in 2009. This was due to the continual improvement of the underwriting result, especially in motor business, as well as the strong real estate market in Hong Kong. The management team of MXIC will continue its effort in improving the insurance business performance.

Property Development and Investment

The property development and investment business of the Remaining Group comprises the leasing of certain investment properties in Mainland China. In 2010, the property development and investment business reported a profit after taxation of HK$7.32 million, which was HK$2.48 million higher than that of 2009.

Apart from generating a steady rental income to the Remaining Group, the Remaining Group’s investment properties and car parks in Fuzhou, Fujian Province (the “Fuzhou Property”) represent growing capital value in the long term and can also act as quality securities for acquiring longer term finance. The Fuzhou Property recorded an increase of 2.6% in rental income to RMB3.14 million in 2010 as compared to RMB3.06 million in 2009. As at 31st December 2010, the Fuzhou Property reported a rise of 24.8% in its fair value to RMB49.19 million as compared to RMB39.43 million as at 31st December 2009. During the year, the Remaining Group recognised a fair value gain of HK$13.22 million and a fair value gain after deferred tax of HK$5.74 million, as compared to a fair value gain of HK$6.24 million and a fair value gain after deferred tax of HK$3.02 million in 2009.

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ADDITIONAL INFORMATION ON THE REMAINING GROUP

APPENDIX III

Investment in Huaneng Power International, Inc. (“Huaneng Shares”)

In 2010, despite the economy of Mainland China maintained a steady and faster development, its share market was relatively volatile. As at the end of December 2010, the Shanghai Composite Index slipped by more than 400 points as compared to that at the end of 2009. The closing bid price of Huaneng’s A-share also fell to RMB5.75 per share as at 31st December 2010 from RMB8 per share as at 31st December 2009. The fair value of the Remaining Group’s investment in 72 million Huaneng Shares measured with reference to the closing bid price of Huaneng’s A-share decreased by approximately RMB162 million (equivalent to approximately HK$168.33 million) to approximately RMB414 million (equivalent to approximately HK$488.31 million) as compared to that at the end of 2009. The loss of approximately HK$168.33 million arising from the change in its fair value (2009: fair value gain of approximately HK$90.84 million) was recognised in other comprehensive income and accumulated separately in equity in the investment revaluation reserve.

Being classified as a long term available-for-sale financial asset of the Remaining Group, Huaneng Shares generate a steady dividend income to the Remaining Group. The Remaining Group will fully exploit this quality asset in its future development.

During the year, Huaneng distributed a final dividend for 2009 of RMB0.21 per share. The Remaining Group recorded a dividend income of HK$17.32 million, as compared to the final dividend for 2008 of RMB0.1 per share totaling HK$8.17 million received by the Remaining Group in 2009.

Huaneng announced that in 2010, its total power generation within China on consolidated basis amounted to 257 billion kWh, representing an increase of 26.3% over the same period last year. Accumulated electricity sold amounted to 241.8 billion kWh. The accumulated power generation of Tuas Power Limited in Singapore of 2010 accounted for a market share of 24.7% in Singapore, representing an increase of 0.4% as compared to 24.3% of the same period last year. However, it is anticipated that the operations will still face various uncertain factors due to the rising cost of electricity as a result of the increasing fuel cost and tense supply.

High-Tech Investments

Min Faith Investments Limited (“Min Faith”), an investment of the Remaining Group engaging in the manufacturing of industrial digital instrumentations and smart electric meters through its subsidiaries in Mainland China, has achieved in 2010 a 14% increase in sales quantity of digital instrumentations over the previous year thanks to the efforts of closely following market trend, strengthening R&D on new products, and constantly upgrading traditional products. However, due to the substantial drop in the sales quantity of electric meters etc., as a result of the adjustment of the tendering system and lack of gain and written back on sales of a subsidiary, Min Faith recorded a profit after tax of HK$12.77 million in 2010, a decrease of 34.3% as compared to the record profit in 2009. Min Faith will continue to strengthen its R&D, production and marketing of industrial digital instrumentations. Meanwhile, it will actively explore any opportunity that will bring profit growth in order to generate greater interests for the shareholders in the new year.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

FINANCIAL REVIEW

Borrowings and Charged Assets

As at 31st December 2010, the Remaining Group had outstanding bank loans principal of HK$15 million to be repaid within one year. The outstanding bank loans principal was denominated in Hong Kong Dollars. The outstanding bank loans of the Remaining Group are subject to floating interest rates. In addition, the Remaining Group had undrawn revolving loan facility and overdraft facility totaling HK$45 million as at 31st December 2010. Subsequent to the reporting date, the revolving loan facility of HK$35 million was drew down by the Remaining Group.

As at 31st December 2010, the above bank loans were secured by the Remaining Group’s certain properties with a book value of approximately HK$12.14 million.

Save for the above, the other assets of the Remaining Group have not been pledged as at 31st December 2010.

Gearing Ratio

As at 31st December 2010, the gearing ratio of the Remaining Group (total borrowings and advances divided by total net assets) still maintained at a relatively low level and was only 0.6% (2009: 2.1%).

Cash Position

The Remaining Group’s bank deposits are interest bearing at prevailing market rates. As at 31st December 2010, the total bank deposits of the Remaining Group amounted to HK$113.35 million (2009: HK$248.90 million) of which 83.4% were denominated in Hong Kong Dollars, 11.7% in Renminbi and 4.9% in other currencies (2009: 42.1% in Hong Kong Dollars, 55.7% in Renminbi and 2.2% in other currencies).

Pursuant to the requirements from the Office of the Commissioner of Insurance in Hong Kong, a subsidiary maintains at all times a portion of its funds, being not less than HK$16 million, in bank deposits. That subsidiary has also maintained a bank deposit of approximately MOP4.93 million (equivalent to approximately HK$4.79 million) for fulfilling certain requirements under the Macao Insurance Ordinance.

Risk of Exchange Rate Fluctuation

The Remaining Group’s assets, liabilities and receipts and payments are primarily denominated in Hong Kong Dollars and Renminbi. As the exchange rate of Renminbi against Hong Kong Dollars has increased as compared to that at the end of 2009, the Remaining Group’s net monetary assets denominated in Renminbi has resulted in translation gain of approximately HK$0.37 million recorded by the Remaining Group in 2010 (2009: approximately HK$0.03 million). Save for the above, the Remaining Group anticipates that it will not face material risks arising from foreign exchange rates fluctuation.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

Commitments

As at 31st December 2010, the Remaining Group’s capital commitments relating to property, plant and equipment amounted to approximately HK$0.2 million (2009: approximately HK$0.2 million).

Contingent Liabilities

As at 31st December 2010 and 2009, the Remaining Group did not have any material contingent liabilities.

EMPLOYEES AND REMUNERATION POLICY

As at 31st December 2010, the Remaining Group had 57 employees. The remuneration of the employees is based on individual merits and experience. The Remaining Group also provides other benefits to the employees including retirement benefits and medical scheme.

FOR THE YEAR ENDED 31 DECEMBER 2009

In 2009, the global economy generally showed signs of stabilisation and recovery under the massive economic stimulus packages launched by various major economies around the world. The emerging market economies, Asian economies in particular, enjoyed a rather apparent economic upturn. However, the unemployment rates of the United States, the Euro Zone and Japan remained at record high, which induced various uncertainties to the full economic recovery.

OPERATING RESULTS

In 2009, the Remaining Group recorded a consolidated profit attributable to equity holders of HK$177.73 million, an increase of 2.4% over that of 2008. Basic earnings per share amounted to 38.69 HK cents.

Although the dividend income received from Huaneng Power International, Inc. reduced by HK$16.3 million, with the increase of HK$13.44 million in the share of profit after tax of Xiamen International Bank, the Remaining Group reported an increase in the consolidated profit attributable to equity holders by HK$4.24 million as compared to that of 2008.

DIVIDEND

The directors have resolved to recommend at the forthcoming Annual General Meeting of the Company to be held on 23rd June 2010 the payment of a final dividend of 3 HK cents per ordinary share totaling HK$13,782,860 for the year ended 31st December 2009 (2008: final dividend of 3 HK cents per ordinary share totaling HK$13,782,860). The proposed dividend, if approved, will be paid on or before 21st July 2010.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

BUSINESS REVIEW

Banking Business

The Remaining Group, through its 36.75% interest in the Xiamen International Bank Group, conducts banking business in Mainland China and Macao. During the year, the banking business of the Remaining Group recorded a profit after tax of HK$178.1 million, an increase of 8.2% over that of 2008.

Facing with the extremely complicated situation both at home and abroad, the Central Government adhered to proactive fiscal policies and moderately eased monetary policies. Under the support of the RMB4 trillion stimulus packages, the Mainland economy took the lead to achieve overall economic recovery, with its GDP for the year increased by 8.7% as compared to previous year. Besides, the Macao economy also saw the termination of its negative growth that lasted for four consecutive quarters, and began to rebound during the second half. However, the excess market liquidity and massive lending pumped by the banks in Mainland China leading to rapid growth of credit, and coupled with the policies to raise the capital adequacy ratio and the allowances to non-performing loans ratio announced by regulatory authorities, the business of small to medium banks, in particular the growth of their credit business, were affected to some extent. Further, the escalating asset prices and stock market indices had also brought concerns to the overheated economy.

For the year under review, Xiamen International Bank’s audited consolidated net profit prepared under China Accounting Standards went up by 11.8% to RMB412.97 million from RMB369.41 million in 2008. This is mainly due to the increase in the unrealised fair value gain in the financial products held for trading during the year.

As at the end of 2009, the total assets of Xiamen International Bank Group grew by about 6.6% to RMB46.89 billion. Loans to customers and customers’ deposits were RMB28.62 billion and RMB41.93 billion respectively, an increase of 2.3% and 11.8% respectively, as compared to those at the end of 2008. As interest margin narrowed substantially as a result of the declining interest rates, the net interest income fell by 17%, and the net fee and commission income also dropped by 17.2% as compared to those of 2008.

Looking ahead into 2010, the uncertainties of the global economy will affect the development of China’s economy. However, the urbanisation and the upgrade of consumption structure of China will promote the economic development, which in turn, will create a favorable environment for the dynamic growth of the economy of Mainland China. In the coming years, the Xiamen International Bank Group will focus on deposit taking to promote its business, actively improve its loan-deposit structure, enhance the creativity of its intermediary business and fund management, strengthen its risk management to turn challenges into opportunities, and capture new opportunities and challenges arising from the banking reform with a view to creating a new future.

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ADDITIONAL INFORMATION ON THE REMAINING GROUP

APPENDIX III

Insurance Business

Min Xin Insurance Company Limited (“MXIC”), the Remaining Group’s wholly-owned subsidiary, registered a net profit after tax of HK$3.29 million for the year ended 31st December 2009, an increase of 92.4% from HK$1.71 million in 2008. Such improved results were due to the rebound of the investment market plus the efforts of the management in fine-tuning its underwriting and claims control strategies. MXIC, learning from these experiences, will continue to seek for business growth opportunities in a profitable manner.

Property Development and Investment

The property development and investment business of the Remaining Group comprises the leasing of certain investment properties in Mainland China. In 2009, the property development and investment business reported a profit after taxation of HK$4.84 million, which was HK$3.19 million higher than that of 2008.

Apart from generating a steady rental income to the Remaining Group, the Remaining Group’s investment properties and car parks in Fuzhou, Fujian Province (the “Fuzhou Property”) represent growing capital value in the long term and can also act as quality securities for acquiring longer term finance. Benefiting from the substantial increase in rental following the renewal of lease in the second half of 2008, the Fuzhou Property recorded an increase of 16.7% in rental income to RMB3.06 million in 2009, as compared to RMB2.62 million in 2008. As at 31st December 2009, the Fuzhou Property reported a rise of 15.7% in its fair value to RMB39.43 million as compared to RMB34.09 million as at 31st December 2008. During the year, the Remaining Group recognised a fair value gain of HK$6.24 million, as compared to HK$0.7 million in 2008.

Investment in Huaneng Power International Inc. (“Huaneng Shares”)

Under the RMB4 trillion stimulus policy launched by the Central Government, the stock market indices surged sharply. As at the end of December 2009, the Shanghai Composite Index surged by more than 1,000 points as compared to that at the end of 2008. The closing bid price of Huaneng’s A-share also rose to RMB8 per share as at 31st December 2009 over RMB6.92 per share as at 31st December 2008. The fair value of the Remaining Group’s investment in 72 million Huaneng Shares measured with reference to the closing bid price of Huaneng’s A-share increased by approximately RMB77.76 million (equivalent to approximately HK$90.84 million) to approximately RMB576 million (equivalent to approximately HK$656.64 million) as compared to that at the end of 2008. With Huaneng Shares classified as a long term available-for-sale financial asset of the Remaining Group, the gain of approximately HK$90.84 million arising from the change in its fair value (2008: fair value loss of approximately HK$575.07 million) was recognised in other comprehensive income and accumulated separately in equity in the investment revaluation reserve.

Being classified as a long term available-for-sale financial asset of the Remaining Group, Huaneng Shares not only generate a steady dividend income to the Remaining Group, but also represent growing capital value for the Remaining Group in the long term. The Remaining Group will fully exploit this quality asset in its future development.

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APPENDIX III

ADDITIONAL INFORMATION ON THE REMAINING GROUP

During the year, as Huaneng reduced its final dividend payment for 2008 to RMB0.1 per share in light of the loss reported for the year of 2008, the Remaining Group recorded a dividend income of HK$8.17 million, as compared to the final dividend payment for 2007 of RMB0.3 per share totaling HK$24.48 million received by the Remaining Group for the year of 2008.

On 24th March 2010, Huaneng announced its results under the China Accounting Standards for the year of 2009. As a result of a 10.5% growth in its operating revenue when compared to that of 2008, coupled with lower fuel costs, Huaneng was able to achieve a turnaround, and reported an earnings per share of RMB0.42 as compared to a loss per share of RMB0.3 for 2008.

High-Tech Investments

Min Faith Investments Limited (“Min Faith”), an investment of the Remaining Group engaging in the manufacturing of industrial digital instrumentations and smart electric meters through its subsidiaries in Mainland China, has posted another record profit after tax of HK$19.43 million in the year of 2009, a 30.8% increase as compared to that in 2008. In 2010, Min Faith will strive to attain breakthroughs in strategic and business development with a view to achieving a greater step forward in the expansion of the scale and profitability of Min Faith.

FINANCIAL REVIEW

Borrowings and Charged Assets

As at 31st December 2009, the total bank borrowings of the Remaining Group amounted to HK$54 million to be repaid within one year.

As at 31st December 2009, the above bank loans were secured by the Remaining Group’s certain properties (including the leasehold land component) with a book value of approximately HK$63.35 million and share mortgages of the Company’s subsidiaries, namely Min Xin Properties Limited and Minxin Suzhou.

Save for the above, the other assets of the Remaining Group have not been pledged as at 31st December 2009.

Subsequent to the reporting date, the Remaining Group has obtained secured loan facilities of HK$60 million from a bank in Hong Kong and drew down HK$50 million to repay the loans of HK$54 million matured after the reporting date. These facilities were secured by the self-use office building owned by a wholly-owned subsidiary in Hong Kong with a net book value of HK$12.59 million (fair value of HK$100 million). The security of the new facilities was previously one of the collateral of the loans repaid, and the application for the release of other collaterals has been processed.

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APPENDIX III ADDITIONAL INFORMATION ON THE REMAINING GROUP

Gearing Ratio

As at 31st December 2009, the gearing ratio of the Remaining Group (total borrowings and advances divided by total net assets) still maintained at a relatively low level and was only 2.1% (2008: 6.4%).

Cash Position

The Remaining Group’s bank deposits are interest bearing at prevailing market rates. As at 31st December 2009, the total bank deposits of the Remaining Group amounted to HK$248.90 million (2008: HK$236.07 million) of which 42.1% were denominated in Hong Kong Dollars, 55.7% in Renminbi and 2.2% in other currencies (2008: 90.1% in Hong Kong Dollars, 7.6% in Renminbi and 2.3% in other currencies).

Pursuant to the requirements from the Office of the Commissioner of Insurance in Hong Kong, a subsidiary maintains at all times a portion of its funds, being not less than HK$16 million, in bank deposits. That subsidiary has also maintained a bank deposit of approximately MOP4.21 million (equivalent to approximately HK$4.09 million) for fulfilling certain requirements under the Macao Insurance Ordinance.

Risk of Exchange Rate Fluctuation

The Remaining Group’s assets, liabilities and receipts and payments are primarily denominated in Hong Kong Dollars and Renminbi. As the exchange rate of Renminbi against Hong Kong Dollars has slightly increased as compared to that at the end of 2008, the Remaining Group’s net monetary assets denominated in Renminbi has resulted in translation gain of approximately HK$0.03 million recorded by the Remaining Group in 2009 (2008: approximately HK$2.39 million). Save for the above, the Remaining Group anticipates that it will not face material risks arising from foreign exchange rates fluctuation.

Commitments

As at 31st December 2009, the Remaining Group’s capital commitments relating to property, plant and equipment amounted to approximately HK$0.2 million (2008: approximately HK$0.2 million).

Contingent Liabilities

As at 31st December 2009 and 2008, the Remaining Group did not have any material contingent liabilities.

EMPLOYEES AND REMUNERATION POLICY

As at 31st December 2009, the Remaining Group had 63 employees. The remuneration of the employees is based on individual merits and experience. The Remaining Group also provides other benefits to the employees including retirement benefits and medical scheme.

— 44 —

VALUATION REPORT ON THE SUZHOU PROJECT

APPENDIX IV

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from Savills Valuation and Professional Services Limited, an independent property valuer, in connection with its opinion of value of the Property in the PRC owned by Min Xin (Suzhou) as at 31 December 2012.

==> picture [72 x 71] intentionally omitted <==

The Directors Min Xin Holdings Limited 17th Floor, Fairmont House 8 Cotton Tree Drive Central Hong Kong

Savills Valuation and Professional Services Limited 23/F Two Exchange Square Central, Hong Kong T: (852) 2801 6100 F: (852) 2530 0756 EA Licence: C-023750 savills.com

8 February 2013

Dear Sirs,

RE: THE UNSOLD PORTION OF FAMOUS VILLA, 26 HONGXI ROAD, SUZHOU NATIONAL NEW & HI-TECH INDUSTRIAL DEVELOPMENT ZONE, SUZHOU, JIANGSU PROVINCE, THE PEOPLE’S REPUBLIC OF CHINA (THE “PROPERTY”) (中華人民共和國江蘇省蘇州市高新區鴻禧路26號閩信名築之未售部分)

In accordance with the instruction from Min Xin Holdings Limited (the “Company”) for us to value the Property held by Minxin (Suzhou) Property Development Co., Ltd (hereinafter referred to as “Min Xin (Suzhou)”) situated in the People’s Republic of China (the “PRC”), we confirm that we have carried out an inspection, made relevant enquiries and searches 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 31 December 2012 (“date of valuation”) for circular purpose.

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

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APPENDIX IV

VALUATION REPORT ON THE SUZHOU PROJECT

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by specifically terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. The market value of a property is also estimated without regard to costs of sale and purchase, and without offset for any associated taxes.

The Property was completed and is held for sale by Min Xin (Suzhou). In the course of our valuation, we have adopted the direct comparison approach by making reference to the sales comparables as available in the market assuming sale with vacant possession.

We have been provided with extracts of documents in relation to the Property, such as State-owned Land Use Rights Certificate, Pre-sale Permits, etc. However, we have not searched the original documents to verify ownership or to ascertain the existence of any amendments which may not appear on the extracts handed to us. In the course of our valuation, we have relied to a very considerable extent on the information given by the Company and its PRC legal adviser, Zhong Yin Law Firm Fuzhou Office, regarding the title to the Property. We have also accepted advice on such matters as planning approvals, statutory notices, easements, tenure, particulars of occupancy, site and floor areas and all other relevant matters. Dimensions, measurements and areas included in the valuation certificate are based on the information contained in the documents provided to us and are therefore only approximations. No on-site measurements have been taken. We have no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to our valuation. 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.

We have inspected the exterior and, where possible, the interior of the Property. We did not note any serious defects during our inspection. However, no structural survey has been made, we are therefore not able to report whether the Property is free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

No allowance has been made in our valuation for any charges, mortgages or amounts owing on the Property nor for any expenses or taxation which can 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 which could affect its value.

The site inspection was carried out on 20 December 2012 by our Mr. Jim Wong, who is a member of The Royal Institution of Chartered Surveyors and a registered China Real Estate Appraiser.

In valuing the Property, we have complied 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 and the Valuation Standards on Properties (First Edition 2005) published by The Hong Kong Institute of Surveyors.

Unless otherwise stated, all money amounts stated in our report are in Renminbi (“RMB”).

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VALUATION REPORT ON THE SUZHOU PROJECT

APPENDIX IV

We enclose herewith our valuation certificate.

Yours faithfully,

For and on behalf of

Savills Valuation and Professional Services Limited Anthony C. K. Lau MRICS MHKIS RPS(GP) Director

Note: Mr. Anthony C K Lau is a qualified valuer and has over 20 years post qualification experience of valuing properties in both Hong Kong and the PRC.

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VALUATION REPORT ON THE SUZHOU PROJECT

APPENDIX IV

VALUATION CERTIFICATE

The Property currently held for sale by Min Xin (Suzhou) in the PRC

Property Description and tenure The unsold portion of Famous Villa (the “Development”) is a low Famous Villa, density and low-rise residential development 26 Hongxi Road, comprising 218 townhouses and a clubhouse Suzhou National New & erected on a parcel of land with a site area of Hi-tech Industrial approximately 95,267.50 sq.m. Development Zone, (1,025,459 sq.ft.). The Development was Suzhou, completed in 2011. Jiangsu Province, PRC

Market value in Particulars of existing state as at occupancy 31 December 2012 At the date of RMB550,000,000 valuation, the Property was vacant.

According to the information provided by the Company, the Property comprises the 150 unsold townhouses and a clubhouse of the Development with a total gross floor area of approximately 56,118.41 sq.m. (604,059 sq.ft.), the breakdown of which is as follows:

Use Townhouses Clubhouse Total	Approximate Gross Floor Area (sq.m.) (sq.ft.) 55,668.78 599,219 449.63 4,840 56,118.41 604,059	Approximate Gross Floor Area (sq.m.) (sq.ft.) 55,668.78 599,219 449.63 4,840 56,118.41 604,059
		604,059

The land use rights of the Property have been granted for a term of 70 years commencing on 30 March 2007 and expiring on 29 March 2077 for residential use.

Notes:

(1) Pursuant to the State-owned Land Use Rights Certificate No. Su Xin Guo Yong Zi (2007) Di 004918 issued by the People’s Government of Suzhou on 3 July 2007, the land use rights of the Property with a site area of approximately 95,267.50 sq.m. have been granted to Min Xin (Suzhou), an indirect wholly-owned subsidiary of the Company, for a term of 70 years expiring on 29 March 2077 for residential use.
(2) Pursuant to the Construction Land Planning Permit No. Su Xin Gui 2007 Ding Zi 027 issued by Suzhou Planning Bureau, Huqiu Branch (蘇州規劃局虎丘分局) on 9 May 2007, a parcel of land with a site area of approximately 95,267.50 sq.m. is permitted for use.
(3) Pursuant to the Construction Project Planning Permit No. Jian Zi 320505200800179 issued by Suzhou Planning Bureau, Huqiu Branch on 11 July 2008, the construction scale of the Development with a total gross floor area of approximately 80,730.03 sq.m. was approved.
(4) Pursuant to two Construction Works Commencement Permits Nos. 320591200902240301 and 320591200902240401 both issued by the Construction Bureau of Suzhou National New & Hi-tech Industrial Development Zone (蘇州國家高新技術產業開發區建設局) on 24 February 2009, the construction works with a total gross floor area of approximately 81,936.00 sq.m. were approved for commencement.

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VALUATION REPORT ON THE SUZHOU PROJECT

APPENDIX IV

(5) Pursuant to the two Commodity Housing Pre-sale Permits Nos. Su Fang Yu Xin [2010] 085 and Su Fang Yu Xin [2010] 269 issued on 11 May 2010 and 17 December 2010 respectively, a total gross floor area of approximately 79,556.97 sq.m. of the townhouse of the Development was permitted for pre-sale. The clubhouse is not covered under the aforesaid pre-sale permit.
(6) Pursuant to the Registration Form of Completion Acceptance of Housing Construction and Municipal Infrastructure Projects (房屋建築工程和市政基礎設施工程竣工驗收備案表) issued by the Construction Bureau of Suzhou National New & Hi-tech Industrial Development Zone on 24 June 2011, the Development was completed with acceptance.
(7) We have been provided with a legal opinion on the title to the Property issued by the Company’s PRC legal adviser, which contains, inter alia, the following information:
i. Min Xin (Suzhou) has settled the land premium of the Development and obtained the State-owned Land Use Rights Certificate of the Development;
ii. Min Xin (Suzhou) has obtained the requisite permits, approvals and certificates for the Development, including the Property;
iii. Min Xin (Suzhou) has not obtained the Commodity Housing Pre-sale Permit for the clubhouse. Once Min Xin (Suzhou) intends to sell the aforesaid clubhouse, Min Xin (Suzhou) shall apply for the Commodity Housing Pre-sale Permit;
iv. the Property is not subject to any mortgages or other third party’s rights; and
v. Min Xin (Suzhou) is entitled to occupy, use, transfer, lease, mortgage or dispose of by other legal means the Property within the land use term.

— 49 —

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

2. INTERESTS OF DIRECTORS

As at the Latest Practicable Date, the interests and short positions of 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 were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules (the “ Model Code ”), to be notified to the Company and the Stock Exchange, were as follows:

			Approximate
	Number of		percentage of
Name of Director	Shares held	Nature of interests	shareholding
Ip Kai Ming	666,000	Personal interest	0.14%

Other than as disclosed herein, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which had to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to Section 352 of Part XV of the SFO, to be entered in the register referred to therein or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

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GENERAL INFORMATION

APPENDIX V

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

According to the register maintained by the Company pursuant to section 336 of the SFO, it was recorded that, as at the Latest Practicable Date, the following corporations had interests (as defined in the SFO) in the Company:

			Approximate
		Number of	percentage of
Name of Corporation	Notes	Shares held	shareholding
Samba Limited (“Samba”)		144,885,000	31.54%
Vigour Fine Company Limited (“Vigour Fine”)	1	220,580,600	48.01%
福建省投資開發集團有限責任公司
(Fujian Investment and Development Holdings
Corporation) (“FIDHC”)	2	220,580,600	48.01%

Notes:

Vigour Fine was the controlling shareholder of Samba and was deemed to be interested in the 144,885,000 Shares held by Samba. Vigour Fine also directly held 75,695,600 Shares.
FIDHC directly holds the entire issued share capital of Vigour Fine and was deemed to be interested in the 144,885,000 Shares held by Samba and the 75,695,600 Shares held by Vigour Fine.

All the interests stated above represent long positions in the Shares. As at the Latest Practicable Date, no short positions were recorded in the register maintained by the Company under section 336 of the SFO.

As at the Latest Practicable Date, the following Directors are directors or employees of a company which has an interest or short position 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 Securities and Futures Ordinance:

Name of Directors Relationship with Substantial Shareholders

Weng Ruo Tong Director and employee of FIDHC Peng Jin Guang Director and employee of FIDHC and director of Vigour Fine Zhu Xue Lun Employee of FIDHC and director of Vigour Fine Li Jin Hua Employee of FIDHC, director of Vigour Fine and director of Samba Zhang Rong Hui Employee of FIDHC

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GENERAL INFORMATION

APPENDIX V

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Company’s Directors had a service contract or a proposed service contract with any member of the Group (other than service contracts to expire or which may be terminated by the Group within one year without payment of compensation, other than statutory compensation).

5. DIRECTORS’ INTERESTS IN ASSETS AND CONTRACTS

As at the Latest Practicable Date, none of the Directors had any interests, direct or indirect, in any assets which have been, since 31 December 2011 (being the date to which the latest published audited consolidated financial statements of the Company 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 was materially interested, direct or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which was significant in relation to the business of the Group.

6. COMPETING INTERESTS

As at the Latest Practicable Date, to the best knowledge of the Directors, none of the Directors and their respective associates is considered to have any interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group, other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or the Group.

7. EXPERTS AND CONSENTS

(a) The following are the qualifications of the expert who has given opinions which are included in this circular:

Name

Qualification

PricewaterhouseCoopers Certified Public Accountants Savills Valuation and Professional an independent property valuer Services Limited

(b) As at the Latest Practicable Date, PricewaterhouseCoopers and Savills Valuation and Professional Services Limited each do not have any shareholding, directly or indirectly, 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.

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GENERAL INFORMATION

APPENDIX V

(c) PricewaterhouseCoopers and Savills Valuation and Professional Services Limited have given and have not withdrawn their written consent to the issue of this circular, with the inclusion of the references to its respective names and/or opinions in the form and context in which they are included.
(d) As at the Latest Practicable Date, PricewaterhouseCoopers and Savills Valuation and Professional Services Limited do not have any interests, direct or indirect, in any assets which have been, since 31 December 2011 (being the date to which the latest published audited consolidated financial statements of the Company 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.

8. FINANCIAL AND TRADING PROSPECTS OF THE REMAINING GROUP

The Group is principally engaged in banking investment, insurance, property development and investment, and investment holdings. After completion of the Disposal, the Group will continue to be principally engaged in property development and investment business in view of the leasing of high quality office space and car parks in Fuzhou, Fujian Province, the PRC.

After completion of the Disposal, the Group’s financial position will be further strengthened and the Group will be able to concentrate its resources in existing businesses in Fujian Province, the PRC, which in the opinion of the Board, are beneficial to the long-term development of the Group.

9. MATERIAL ADVERSE CHANGE

As set out in the interim report of the Group for the six months ended 30 June 2012, the Group recorded an unaudited consolidated profit attributable to the equity holders of approximately HK$163 million, representing an increase of 14.9% when compared to that for the six months ended 30 June 2011.

The Company informed the Shareholders and potential investors in the announcements of the Company dated 12 December 2012 and 8 January 2013 that the Group is expected to record a substantial increase in its results for the year ended 31 December 2012 as compared to that of 2011, mainly due to the recognition of the expected gain on the disposal of 5% equity interest in Xiamen International Bank of approximately HK$100 million as well as the estimated gain on dilution of approximately HK$235 million resulting from the dilution of the Company’s shareholding in Xiamen International Bank to about 18.7739%.

Save for the above, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, being the date to which the latest published audited consolidated financial statements of the Company were made up.

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GENERAL INFORMATION

APPENDIX V

10. INDEBTEDNESS OF THE GROUP

At the close of business on 31 December 2012, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Group had outstanding bank borrowings of approximately HK$50 million secured by the self-use office building owned by a wholly-owned subsidiary of the Company in Hong Kong with a net book value of HK$11.22 million as at 31 December 2012. In addition, an unsecured entrustment loan of RMB90 million (equivalent to approximately HK$111.94 million) was granted by FIDHC, a substantial shareholder of the Company, to Min Xin (Suzhou).

In addition, as at the close of business on 31 December 2012, Min Xin (Suzhou) had provided guarantees of RMB46.21 million (equivalent to approximately HK$57.48 million) in respect of mortgage facilities granted by certain banks and financial institutions to certain purchasers of its completed properties held for sale in the PRC.

Save as aforesaid and apart from intra-group liabilities, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchases commitments, guarantees or other material contingent liabilities at the close of business on 31 December 2012.

11. SUFFICIENCY OF WORKING CAPITAL

Taking into account the net proceeds arising from the Disposal and the financial resources available to the Group, including the internally generated funds and the available banking facilities, the Directors are of the opinion that 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.

12. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

13. MATERIAL CONTRACTS

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

(a) the Sale and Purchase Agreement; and

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GENERAL INFORMATION

APPENDIX V

(b) the sale and purchase agreement dated 12 August 2011 entered into between the Company and 福建省交通運輸集團有限責任公司 (Fujian Provincial Communication Transportation Group Co., Ltd.*) pursuant to which the Company conditionally agreed to sell and Fujian Provincial Communication Transportation Group Co., Ltd. conditionally agreed to purchase 5% of the equity interest in Xiamen International Bank at an aggregate consideration of about RMB335.45 million (equivalent to approximately HK$417.23 million).

14. GENERAL

(a) The company secretary of the Company is Ms Connie Yee Moy Chan, who is an associate member of both the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators.
(b) The Company’s registered office is at 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong.
(c) The share registrar of the Company is Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

15. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours from 9:00 a.m. to 6:00 p.m. (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong from the date of this circular up to and including 28 February 2013:

(a) the memorandum and articles of association of the Company;
(b) the annual reports of the Company for the two years ended 31 December 2011;
(c) the Sale and Purchase Agreement;
(d) the sale and purchase agreement dated 12 August 2011 entered into between the Company and 福建省交通運輸集團有限責任公司 (Fujian Provincial Communication Transportation Group Co., Ltd.*) pursuant to which the Company conditionally agreed to sell and Fujian Provincial Communication Transportation Group Co., Ltd. conditionally agreed to purchase 5% of the equity interest in Xiamen International Bank;
(e) the report issued by PricewaterhouseCoopers on the Unaudited Pro Forma Financial Information of the Remaining Group, the text of which is set out on pages 26 to 27 of this circular;
(f) the valuation report on the Suzhou Project issued by Savills Valuation and Professional Services Limited, the text of which is set out on pages 45 to 49 of this circular;

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GENERAL INFORMATION

APPENDIX V

(g) the written consents referred to in the paragraph headed “Experts and Consents” of this appendix; and
(h) this circular.

16. CURRENCY

Translation of RMB into Hong Kong dollars in this circular is based on the exchange rate of RMB1.00 = HK$1.2438. Such exchange rate is for illustrative purposes only and does not constitute a representation that any amount in RMB has been, could have been or may be converted at such or any other rate at all.

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NOTICE OF EGM

==> picture [82 x 47] intentionally omitted <==

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 222)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “ Meeting ”) of Min Xin Holdings Limited (the “ Company ”) will be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 28 February 2013 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolution of the Company:

ORDINARY RESOLUTION

“ THAT

(a) the entering into of the sale and purchase agreement dated 14 January 2013 (the “ Sale and Purchase Agreement ”), a copy of which has been produced to the Meeting marked “A” and initialled by the Chairman of the Meeting for the purpose of identification, between Min Xin Properties Limited (the “ Vendor ”), an indirect wholly-owned subsidiary of the Company, and 冠城大通股份有限公司 (Citichamp Dartong Co., Ltd.) (the “ Purchaser* ”), pursuant to which the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase 100% of the equity interest in 閩信（蘇州）置業發展有限公司 (Minxin (Suzhou) Property Development Co., Ltd.) on the terms and conditions set out in the Sale and Purchase Agreement, be and is hereby approved, confirmed and ratified, and the performance by the Vendor of all the transactions contemplated under the Sale and Purchase Agreement be and is hereby approved; and
(b) the directors of the Company (“ Directors ”) be and are hereby authorised to do all such acts and things and to sign and execute all such further documents and to take all such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to implement and/or give full effect to or in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder.”

By order of the Board Min Xin Holdings Limited Weng Ruo Tong Chairman

Hong Kong, 8 February 2013

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NOTICE OF EGM

Notes:

A form of proxy for use at the Meeting is enclosed.
Any member entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote in his stead. A member entitled to attend and vote is entitled to appoint one or two proxies to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.
The instrument appointing a proxy must be signed by a member or his attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of an officer or attorney duly authorised in writing.
To be valid, the instrument appointing a proxy and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s registered office, 17th Floor, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned meeting thereof.
In the case of joint holders, any one of such holders may attend and vote at the Meeting either personally or by proxy in respect of the shares as if he was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the holder whose name stands first in the register of members shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands shall for such purpose be deemed joint holders thereof
for identification purpose only

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AI assistant

Wanjia Group Holdings Limited — Proxy Solicitation & Information Statement 2013

49194_rns_2013-02-08_20185268-bb76-4ebc-9ed7-c00d3629c1f3.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

VERY SUBSTANTIAL DISPOSAL DISPOSAL OF 100% EQUITY INTEREST IN MIN XIN (SUZHOU)

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

MIN XIN HOLDINGS LIMITED 閩信集團有限公司

Non-executive Director:

VERY SUBSTANTIAL DISPOSAL DISPOSAL OF 100% EQUITY INTEREST IN MIN XIN (SUZHOU)

INTRODUCTION

LETTER FROM THE BOARD

THE SALE AND PURCHASE AGREEMENT

Date:

Parties:

Equity Interest to be disposed of:

Consideration:

LETTER FROM THE BOARD

Conditions Precedent:

LETTER FROM THE BOARD

Guarantee:

Outstanding Loan:

INFORMATION ON THE PURCHASER

LETTER FROM THE BOARD

BACKGROUND OF AND REASONS FOR THE DISPOSAL

USE OF PROCEEDS

FINANCIAL EFFECTS OF THE DISPOSAL

LETTER FROM THE BOARD

INFORMATION ON MIN XIN (SUZHOU)

LETTER FROM THE BOARD

INFORMATION ON THE GROUP

IMPLICATIONS UNDER THE LISTING RULES

EGM

LETTER FROM THE BOARD

RECOMMENDATION

GENERAL

APPENDIX I

UNAUDITED FINANCIAL INFORMATION OF MIN XIN (SUZHOU)

Unaudited Statements of Comprehensive Income

APPENDIX I

Unaudited Statements of Financial Position

APPENDIX I

Unaudited Statements of Changes in Equity

APPENDIX I

Unaudited Statements of Cash Flows

Notes to the Unaudited Financial Information

1 GENERAL

2 BASIS OF PREPARATION

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

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

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Statement of Financial Position of the Remaining Group (continued)

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Income Statement of the Remaining Group

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Unaudited Pro Forma Consolidated Statement of Cash Flows of the Remaining Group

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Notes to the unaudited pro forma financial information of the Remaining Group

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

ACCOUNTANT’S REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

ACCOUNTANT’S REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION TO THE DIRECTORS OF MIN XIN HOLDINGS LIMITED

Respective Responsibilities of Directors of the Company and the Reporting Accountant

Basis of Opinion

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Opinion

PricewaterhouseCoopers

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

Wanjia Group Holdings Limited Proxy Solicitation & Information Statement 2013