Weiye Holdings Limited — Proxy Solicitation & Information Statement 2014

Mar 13, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Culture Landmark Investment Limited (the “ Company ”), you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

CONTINUING CONNECTED TRANSACTIONS RENEWAL OF LEASE

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

==> picture [218 x 36] intentionally omitted <==

A letter from the board of directors of the Company is set out on pages 4 to 10 of this circular.

A notice convening the SGM to be held on Monday, 31 March 2014 at 12:00 noon at Rooms 2501-05, 25th Floor, China Resources Buildings, No. 26 Harbour Road, Wanchai, Hong Kong is set out on pages 29 to 30 of this circular.

Whether or not you intend to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong (to be relocated to Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, with effect from Monday, 31 March 2014) as soon as possible and in any event not less than 48 hours before the appointed time for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM and any adjournment thereof (as the case may be) should you so wish.

14 March 2014

TABLE OF CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE. . . . . . . . . . .	11
LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED. . . . . . . . .	12
APPENDIX I — GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .	24
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

— i —

DEFINITIONS

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

“Announcement”	announcement of the Company dated 18 October 2013 in
	relation to the Offer Letter
“Aggregate Annual Cap(s)”	the maximum aggregate estimated annual values payable by
	the Group
“Board”	the board of Directors
“China Resources”	China Resources (Holdings) Company Limited, a company
	incorporated under the laws of Hong Kong with limited
	liability and a substantial shareholder of the Company
“Commotra”	Commotra Company Limited, a wholly-owned subsidiary
	of China Resources and a substantial shareholder of the
	Company
“Company”	Culture Landmark Investment Limited (Stock Code: 674),
	a company incorporated in Bermuda with limited liability
	and the Shares of which are listed on the main board of the
	Stock Exchange
“connected person(s)”	has the meaning ascribed to it under Listing Rules
“CR Property”	China Resources Property Management Limited, a company
	incorporated in Hong Kong with limited liability and a
	subsidiary of China Resources
“Director(s)”	director(s) of the Company
“Golden Island”	Golden Island Catering Group Company Limited, a company
	incorporated in Hong Kong with limited liability and a
	wholly-owned subsidiary of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

— 1 —

DEFINITIONS

“Hong Kong”

The Hong Kong Special Administrative Region of PRC

“Independent Board An independent committee of the Board comprising of Committee” all the independent non-executive Directors, namely, Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung established for the purpose of advising the Independent Shareholders

• “Independent Financial Adviser”

Chanceton Capital Partners Limited, a licensed corporation under the SFO to carry out Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the review of the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps

• “Independent Shareholder(s)” Shareholders other than the connected person(s) who is/are interested in the relevant transactions

• “Landlord”

• CR Property, acting as the lawful attorney and agent for and on behalf of Eastern World Development Limited, a wholly owned subsidiary of China Resources

• “Latest Practicable Date”

• 12 March 2014, being the latest practicable date prior to the print of this circular for ascertaining certain information herein

• “Listing Rules”

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

• “New Aggregate Annual the revised maximum aggregate estimated annual values Cap(s)” payable by the Group

• “New Offer Letter”

an offer letter entered into between the Landlord and Golden Island, pursuant to which the Landlord conditionally agreed to lease to Golden Island Property III for a term of three years commencing from 1 April 2014

— 2 —

DEFINITIONS

“New Tenancy Agreement I” the tenancy agreement dated 15 November 2013 made	“New Tenancy Agreement I” the tenancy agreement dated 15 November 2013 made
	between Golden Island as tenant and the Landlord in relation
	to the leasing of Property I following the signing of the
	Offer Letter
“Offer Letter”	the offer letter accepted by Golden Island on 18 October
	2013 as previously disclosed in the Announcement
“PRC”	the People’s Republic of China and for the purpose of this
	circular, excludes Hong Kong, Macau Special Administrative
	Region and Taiwan
“Property I”	Rooms 2501-05, 25th Floor, China Resources Building, No.
	26 Harbour Road, Wanchai, Hong Kong
“Property III”	Rooms 2506-10, 25th Floor, China Resources Building, No.
	26 Harbour Road, Wanchai, Hong Kong
“SFO”	Securities and Futures Ordinance (Cap. 571 of the Laws of
	Hong Kong)
“SGM”	the special general meeting of the Company to be convened
	to consider and, if thought fit, among other things, to
	approve the terms of the New Offer Letter, the transactions
	contemplated thereunder and the New Aggregate Annual
	Caps
“Share(s)”	ordinary share(s) of HK$0.05 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Tenancy Agreement III”	the tenancy agreement dated 30 March 2011 made between
	Golden Island as tenant and the Landlord in relation to the
	leasing of Property III
“%”	per cent.

— 3 —

LETTER FROM THE BOARD

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

Executive Directors:

Mr. CHENG Yang (Chairman) Mr. LI Weipeng Ms. LEI Lei

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive Directors:

Mr. TONG Jingguo Mr. YANG Rusheng Mr. SO Tat Keung

Principal place of business in Hong Kong: Rooms 2501-05, 25th Floor China Resources Building No. 26 Harbour Road Wanchai Hong Kong

14 March 2014

To the Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS RENEWAL OF LEASE

INTRODUCTION

Reference is made to the announcement of the Company dated 5 March 2014 in which the Board announced that on 5 March 2014 (after trading hours), Golden Island entered into the New Offer Letter with the Landlord, pursuant to which the Landlord conditionally agreed to lease to Golden Island Property III for a term of three years commencing on 1 April 2014 and expiring on 31 March 2017 (both dates inclusive).

— 4 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you, among other things, (i) the details of the New Offer Letter and the New Aggregate Annual Caps; (ii) a letter from Independent Board Committee to the Independent Shareholders; (iii) a letter from Chanceton Capital Partners Limited to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps; (iv) a notice of SGM at which resolution will be proposed to consider and, if thought fit, approve the terms of New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps; and (v) other information as required by the Listing Rules.

NEW OFFER LETTER

The Board is pleased to announce that on 5 March 2014 (after trading hours), Golden Island as tenant and the Landlord entered into the New Offer Letter, pursuant to which the Landlord conditionally agreed to lease to Golden Island Property III for a term of three years commencing on 1 April 2014 and expiring on 31 March 2017 (both dates inclusive). Key terms of the New Offer Letter are more particularly set out below.

KEY TERMS OF NEW OFFER LETTER DATED 5 MARCH 2014

Date of Acceptance:	5 March 2014 (after trading hours)
Landlord:	The Landlord
Tenant:	Golden Island
Premises:	Property III with a total lettable floor area of about 10,389
	square feet
Lease Term:	1 April 2014 to 31 March 2017
Rent:	HK$550,617 per month (exclusive of management fees),
	payable in advance on the 1st day of each month
Management Fees and	HK$74,800.80 per month (subject to adjustment from time
Air-conditioning Charges:	to time)
Deposit:	HK$1,876,253.40 (equivalent to the sum of three months’
	rental and management fees)

— 5 —

LETTER FROM THE BOARD

Conditions Precedent:

• (1) the Company having obtained a shareholders’ approval at the SGM of an ordinary resolution approving the transaction(s) contemplated under the New Offer Letter on the terms and subject to the conditions contained therein and the New Aggregate Annual Caps in relation thereto; and

• (2) the Company having obtained all necessary consents, authorizations or other approvals of any kind in connection with the entering into and performance by the Company and/or Golden Island of the terms of the New Offer Letter which may be required under the Listing Rules or from the Shareholders, the Stock Exchange, any regulatory authority, any relevant governmental agencies or other third parties.

Subject to fulfillment of conditions precedent, a formal tenancy agreement shall be entered into between Golden Island and the Landlord following the signing of the New Offer Letter.

The terms and conditions of the New Offer Letter were determined after arm’s length negotiations between Golden Island and the Landlord. The rental fees (including management fees and air-conditioning charges) were determined by reference to the open market rates of comparable premises in the same building and in the nearby locations.

The Directors (excluding the independent non-executive Directors who will provide their view after considering the advice from the Independent Financial Adviser) consider that the New Offer Letter was entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms after arm’s length negotiations between the parties; and (iii) on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

REASONS AND BENEFITS FOR THE RENEWAL

To avoid any expenditure to be incurred for the relocation of new office premises, the Group entered into the New Offer Letter to renew the Tenancy Agreement III which will expire on 31 March 2014 for a further term of three years.

EXISTING TENANCIES

As disclosed in the Announcement, there are two existing tenancies entered into between the Landlord and Golden Island as tenant. Key terms of which are set out below:

— 6 —

LETTER FROM THE BOARD

Key Terms of New Tenancy Agreement I

Date: 15 November 2013 Landlord: The Landlord Tenant: Golden Island Premises: Property I with a total lettable floor area of about 10,389 square feet Lease Term: 16 November 2013 to 15 November 2016 Rent: HK$550,617 per month (exclusive of management fees) Management Fees and HK$74,800.80 per month (subject to adjustment from time to time) Air-conditioning Charges: Deposit HK$1,876,253.40 (equivalent to the sum of three months’ rental and management fees)

Key Terms of Tenancy Agreement III

Date: 30 March 2011 Landlord: The Landlord Tenant: Golden Island Premises: Property III with a total lettable floor area of about 10,389 square feet Lease Term: 1 April 2011 to 31 March 2014 Rent: HK$363,615 per month (exclusive of management fees) Management Fees and HK$64,411.80 per month (subject to adjustment from time to time) Air-conditioning Charges: Deposit: HK$1,284,080.40 (equivalent to the sum of three months’ rental and management fees)

— 7 —

LETTER FROM THE BOARD

REVISION OF AND PROPOSAL OF NEW AGGREGATE ANNUAL CAPS

The continuing connected transactions contemplated under the New Offer Letter are of similar nature and the transactions under the New Offer Letter and the Offer Letter as previously disclosed in the Announcement were all entered into with the same party, the annual transaction amount payable under the New Offer Letter and the Offer Letter are then aggregated pursuant to Rule 14A.25 of the Listing Rules.

Taking into account the estimated annual values of the New Offer Letter and the original Aggregate Annual Caps as previously disclosed in the Announcement, the New Aggregate Annual Caps for the financial years ending 31 March 2014, 2015, 2016 and 2017 shall be HK$11,000,000, HK$16,000,000 (revision of Aggregate Annual Cap), HK$16,000,000 (revision of Aggregate Annual Cap) and HK$13,000,000 (revision of Aggregate Annual Cap) respectively. The New Aggregate Annual Caps are arrived at with reference to the terms of New Offer Letter, the original Aggregate Annual Caps and an estimated possible annual increase of 10% in the management fees in respect of Property I and Property III.

The following table sets out the New Aggregate Annual Caps for the transactions contemplated under the New Offer Letter and the original Aggregate Annual Caps for the financial years ending 31 March 2014, 2015, 2016 and 2017:

Original Aggregate Annual Caps New Offer Letter Total New Aggregate Annual Caps	Financial year ending 31 March 2014 2015 2016 2017 HK$ HK$ HK$ HK$ 11,000,000 7,600,000 7,700,000 4,900,000 (Note 1) — 7,505,014 7,594,775 7,693,512 11,000,000 15,105,014 15,294,775 12,593,512 11,000,000 16,000,000 16,000,000 13,000,000

Note 1: Original Aggregate Annual Cap for the period from 1 April 2016 to 15 November 2016, details of which are more particularly set out in the Announcement.

LISTING RULES IMPLICATIONS

The Landlord is a subsidiary of China Resources. As China Resources holds 100% interests in Commotra which in turn holds 11.13% of the issued share capital of the Company, the Landlord is therefore a connected person of the Company as defined under the Listing Rules.

— 8 —

LETTER FROM THE BOARD

Given that the highest applicable percentage ratio calculated with reference to the New Aggregate Annual Caps is more than 5% and the annual transaction amount payable by the Group is more than HK$10 million, the transactions constitute non-exempt continuing connected transactions of the Company under the Listing Rules and will be subject to reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As none of the Directors has material interest in the transactions contemplated under the New Offer Letter, no Director has abstained from voting on the Board resolution approving the terms of New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps.

Commotra (including its ultimate beneficial owners and their respective associates), having control or entitled to control over an aggregate of 66,666,666 Shares as at the Latest Practicable Date, is required to abstain from voting in respect of the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps at the SGM.

GENERAL

The Group is principally engaged in property development and investment, property sub-leasing business, collection of copyright fees in respect of karaoke music products in PRC, exhibition-related business, restaurant operation and entertainment business.

The Landlord is principally engaged in property investment and property leasing in Hong Kong.

China Resources, being the ultimate holding company of the Landlord, is a multi-business holding enterprise group registered and operating in Hong Kong.

SGM

It is proposed that the SGM be convened and held at Rooms 2501-05, 25th Floor, China Resources Buildings, No. 26 Harbour Road, Wanchai, Hong Kong on Monday, 31 March 2014 at 12:00 noon to consider and, if thought fit, approve the terms of New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps. A notice of the SGM is set out on pages 29 to 30 of this circular.

— 9 —

LETTER FROM THE BOARD

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung has been formed to advise the Independent Shareholders in respect of the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps. Chanceton Capital Partners Limited has also been appointed by the Company as its Independent Financial Adviser (i) to give recommendations to the Independent Board Committee and the Independent Shareholders as to, among other things, whether the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole; and (ii) to advise the Shareholders on how to vote on the resolution to be proposed at the SGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular and the notice of the SGM.

RECOMMENDATION

The Directors (excluding the independent non-executive Directors who will provide their view after considering the advice from the Independent Financial Adviser) consider that the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend that all Independent Shareholders to vote in favour of the ordinary resolution set out in the notice of the SGM.

By Order of the Board Culture Landmark Investment Limited Cheng Yang Chairman

— 10 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

14 March 2014

To the Independent Shareholders

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS RENEWAL OF LEASE

We refer to the circular of the Company dated 14 March 2014 (the “ Circular ”) to the Shareholders of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

We have been authorised by the Board to form the Independent Board Committee to advise the Independent Shareholders on whether the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps are on normal commercial terms, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter from the Board set out on pages 4 to 10 of the Circular and the letter from the Independent Financial Adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps, set out on pages 12 to 23 of the Circular.

Having considered the factors and reasons considered by and the opinion of Independent Financial Adviser stated in its letter of advice contained in the Circular, we are of the view that the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to be proposed at the SGM to approve the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps.

Yours faithfully, For and on behalf of

Independent Board Committee

Mr. TONG Jingguo Mr. YANG Rusheng Mr. SO Tat Keung Independent Non-executive Independent Non-executive Independent Non-executive Director Director Director

— 11 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

The following is the full text of the letter of advice to the Independent Board Committee and Independent Shareholders from Chanceton Capital Partners Limited dated 14 March 2014 prepared for incorporation in this circular.

==> picture [164 x 36] intentionally omitted <==

香港中環干諾道中 64 至 66 號 廠商會大廈 23 樓 A 室 Unit A, 23/F., CMA Building, 64-66 Connaught Road Central, Hong Kong

14 March 2014

To the Independent Board Committee and the Independent Shareholders Culture Landmark Investment Limited

Dear Sir/Madam,

CONTINUING CONNECTED TRANSACTIONS RENEWAL OF LEASE AND

THE NEW AGGREGATE ANNUAL CAPS

I. INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps, details of which are set out in the letter from the Board (the “ Letter from the Board ”) contained in the circular to the Shareholders dated 14 March 2014 (the “ Circular ”), of which this letter forms part. This letter contains our advice to the Independent Board Committee in respect of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps. Unless the context otherwise requires, terms defined in the Circular have the same meanings in this letter.

II. LISTING RULES IMPLICATIONS

The Landlord is a subsidiary of China Resources. As China Resources holds 100% interests in Commotra which in turn holds 11.13% of the issued share capital of the Company, the Landlord is therefore a connected person of the Company as defined under the Listing Rules.

— 12 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

Given that the highest applicable percentage ratio calculated with reference to the New Aggregate Annual Caps is more than 5% and the annual transaction amount payable by the Group is more than HK$10 million, the transactions constitute nonexempt continuing connected transactions of the Company under the Listing Rules and will be subject to reporting, annual review, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

As none of the Directors has material interest in the transactions contemplated under the New Offer Letter, no Director has abstained from voting on the Board resolution approving the terms of the New Offer Letter, the transaction contemplated thereunder and the New Aggregate Annual Caps.

Commotra (including its ultimate beneficial owners and their respective associates), having control or entitled to control over an aggregate of 66,666,666 Shares as at the Latest Practicable Date, is required to abstain from voting in respect of the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps at the SGM.

III. THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising Mr. Tong Jingguo, Mr. Yang Rusheng and Mr. So Tat Keung has been formed to advise the Independent Shareholders in respect of the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps. We, Chanceton Capital Partners Limited has also been appointed by the Company as its independent financial adviser to give recommendations to the Independent Board Committee and the Independent Shareholders as to, among other things, whether the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole, and to advise the Shareholders on how to vote on the resolution to be proposed at the SGM.

IV. BASIS OF OUR OPINION

In formulating our opinion, we consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules to reach an informed view and to provide a reasonable basis for our recommendation. We have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company.

— 13 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors and the management of the Company are true and accurate at the time they were made and will continue to be accurate as at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors and the management of the Company.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other material facts not contained in the Circular the omission of which would make any such statement contained in the Circular, including this letter, misleading. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any material facts or circumstances which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion.

We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Group.

This letter is issued for the information of the Independent Board Committee solely in connection with its consideration of the terms of the New Offer Letter, the transactions contemplated thereunder and the New Aggregate Annual Caps, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

— 14 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

V. PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion in respect of the New Offer Letter, we have considered the following principal factors and reasons:

1. Background of the New Offer Letter

The Group is principally engaged in property development and investment, property sub-leasing business, collection of copyright fees in respect of karaoke music products in PRC, exhibition-related business, restaurant operation and entertainment business.

The Landlord is principally engaged in property investment and property leasing activity in Hong Kong.

China Resources, being the ultimate holding company of the Landlord, is a multi-business holding enterprise group registered and operating in Hong Kong.

On 5 March 2014 (after trading hours), Golden Island as tenant and the Landlord entered into New Offer Letter, pursuant to which the Landlord conditionally agreed to lease to Golden Island Property III for a term of three years commencing on 1 April 2014 and expiring on 31 March 2017 (both dates inclusive).

2. Reasons for the New Offer Letter

Reference is made to the announcement of the Company dated 18 July 2011 in relation to a series of continuing connected transactions of the Company (the “2011 Announcement”).

As stated in the 2011 Announcement, pursuant to the Tenancy Agreement III entered into between Golden Island and the Landlord, the Landlord has conditionally agreed to lease Property III to Golden Island for a term of three years commencing on 1 April 2011 and expiring on 31 March 2014.

— 15 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

Accordingly, Property III has been occupied by Golden Island for its business operation for three years from 1 April 2011 and the Tenancy Agreement III will expire on 31 March 2014. As advised by the management of Golden Island, it is the intention of Golden Island to continue its business operation in the same office premises which is located close to the offices of other business segments of the Group to facilitate the Group’s corporate communication and enhance the business development of the Group. In addition, renewing its tenancy in the same office premise may avoid any expenditure to be incurred for the relocation of new office premises, the Group entered into the New Offer Letter to renew the Tenancy Agreement III for a further term of three years from 1 April 2014 to 31 March 2017.

Having considered (i) that Property III has been occupied by Golden Island for a longer period of 3 years, (ii) the renovation and maintenance costs incurred on Property III by Golden Island has been paid for in the last 3 years, (iii) the potential costs to be incurred for relocation and renovation, we concur with the view of the Directors that the renewal of the Tenancy Agreement III could avoid expenditure to be incurred for the relocation of new office premises.

3. The terms of the New Offer Letter

Date of Acceptance: 5 March 2014 (after trading hours) Landlord: The Landlord Tenant: Golden Island Premises: Property III with a total lettable floor area of about 10,389 square feet Lease Term: 1 April 2014 to 31 March 2017 Rent: HK$550,617 per month (exclusive of management fees), payable in advance on the 1st day of each month Management Fees HK$74,800.80 per month (subject to adjustment and Air-conditioning from time to time) Charges: Deposit: HK$1,876,253.40 (equivalent to the sum of three months’ rental and management fees)

— 16 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

Conditions Precedent:

• (1) the Company having obtained a shareholders’ approval at the SGM of an ordinary resolution approving the transaction(s) contemplated under the New Offer Letter on the terms and subject to the conditions contained therein and the New Aggregate Annual Caps in relation thereto; and

• (2) the Company having obtained all necessary consents, authorizations or other approvals of any kind in connection with the entering into and performance by the Company and/or Golden Island of the terms of the New Offer Letter which may be required under the Listing Rules or from the Shareholders, the Stock Exchange, any regulatory authority, any relevant governmental agencies or other third parties.

We noted that subject to fulfillment of conditions precedent of the New Offer Letter, a formal tenancy agreement shall be entered into between Golden Island and the Landlord following the signing of the New Offer Letter.

The Directors (including the independent non-executive Directors after considering the advice from the Independent Financial Adviser) consider that the New Offer Letter was entered into (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms after arm’s length negotiations between the parties; and (iii) on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

To assess whether the terms of the New Offer is fair and reasonable, we have considered the following factors:

Location

Property III is located in China Resources Building, No. 26 Harbour Road, Wanchai, which is widely regarded as the one of the central business districts in Hong Kong. China Resources Building is a 48-floor office building located at Wan Chai North Hong Kong which was built in 1983. In addition, China Resources Building, which is categorized as premier commercial building in Hong Kong with excellent facilities, including car parks, exhibition centers and efficient property management, is also surrounded by other well-known commercial buildings, including but not limited to Great Eagle Centre, Sun Hung Kai Centre and Central Plaza, with those form one of the busiest major commercial areas in Wanchai District.

— 17 —

LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

With the superior geographical location, quality tenants in the area and efficient property management provided by China Resources Building, we are of the view that the New Offer Letter could provide Golden Island advantages in business operation and development which provides the prime business location and facilitate commercial communication with other business partners located in Hong Kong.

Rent

To justify whether the rent determined in the New Offer Letter between the Landlord and Golden Island is fair and reasonable, we have studied the commercial rental atmosphere. According to the research report “Wanchai Rental Bubbles” published by CBRE Global Research and Consulting in January 2014 in relation to the rental rates of comparable commercial buildings located near China Resources Building in Wanchai District (the “Comparable Buildings”) in 4th quarter of 2013 which sets out as below:

	Net effective
	rental(Note 1)
Comparable Buildings in Wanchai District	per square feet
	(HK$)
Allied Kajima Building	45
Shui On Centre	56
Harbour Centre	63
Great Eagle Centre	68
Sun Hung Kai Centre	56
Dah Sing Financial Centre	60
Bank of East Asia Harbour View Centre	46
Average	56

Source: Research Reports “Wanchai Rental Bubbles” published by CBRE Global Research and Consulting in January 2014.

Note 1: Average rental of mid zone entire floor (exclusive of management fee)

Given a total lettable floor area of about 10,389 square feet and the monthly rental for Property III as contemplated under the New Offer Letter is HK$550,617 per month (exclusive of management fees), the rental per square feet of Property III is at HK$53, which falls within the rental range of the Comparable Buildings and is at approximately 5.4% discount to the average

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LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

net effective rental of the Comparable Buildings of approximately HK$56 per square feet as shown in the table above. As a result, we are of the view that the rent is fair and reasonable as far as the Independent Shareholders are concerned.

Management fees and air-conditioning charges

Given a total lettable floor area of about 10,389 square feet and the monthly management fees and air-conditioning charges for Property III under the New Offer Letter is HK$74,800.80 per month (exclusive of management fees), the management fees and air-conditioning charges per square feet of Property III is HK$7.2. As stated in the leaflets of offices available for lease in China Resources Building offered by a property agency as at 6 March 2014 provided by the management of Golden Island, we noted that the rate of management fees and air-conditioning charges for other office premises which are in different size in China Resources Building are also at HK$7.2 per square feet. We consider the rate of management fees and air-conditioning charges are at the standard rates as other tenants in the same building as Property III and hence are fair and reasonable as far as the Independent Shareholders are concerned.

As advised by the management of Golden Island, during the discussion and negotiation of the rent between Golden Island and the Landlord, both parties have considered and discussed the following factors in arriving at the rent and management fees as stated in the New Offer Letter: (i) Golden Island is an existing tenant of Property III with a 3-year of tenancy record; (ii) Golden Island has other tenancy agreements with the Landlord in regards of the lease of other office premises in the same building; and (iii) with the renewal of the Tenancy Agreement III, Golden Island will continue to occupy the whole 25th floor of China Resources Building. We consider the abovementioned factors are positive for Golden Island in bargaining for a favourable terms for the renewal of Tenancy Agreement III which may result in a slightly lower than average rental, yet it still falls within the range of the net effective rental of the Comparable Buildings.

We also noted from the management of the Company that most of the general administrative activities of the Group are carried out in the offices located in China Resources Building. Thus, we consider the renewal of Tenancy Agreement III could (i) facilitate the corporate communication within the Group; (ii) enhance the efficiency and effectiveness of business operations of the Group; and (iii) avoid any expenditure to be incurred for the relocation of new office premises.

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LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

In light of the above factors, we concur with the view of the Board that the New Offer Letter and the transactions contemplated thereunder are (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms after arm’s length negotiations between the parties; and (iii) on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

4. New Aggregate Annual Caps

Existing Tenancies

As disclosed in the Announcement, there are two existing tenancies entered into between the Landlord and Golden Island as tenant. Key terms of which are set out below:

Key Terms of New Tenancy Agreement I

Date: 15 November 2013 Landlord: The Landlord Tenant: Golden Island Premises: Property I with a total lettable floor area of about 10,389 square feet Lease Term: 16 November 2013 to 15 November 2016 Rent: HK$550,617 per month (exclusive of management fees) Management Fees and HK$74,800.80 per month (subject to adjustment Air-conditioning from time to time) Charges: Deposit: HK$1,876,253.40 (equivalent to the sum of three months’ rental and management fees)

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LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

Key Terms of Tenancy Agreement III

Date: 30 March 2011 Landlord: The Landlord Tenant: Golden Island Premises: Property III with a total lettable floor area of about 10,389 square feet Lease Term: 1 April 2011 to 31 March 2014 Rent: HK$363,615 per month (exclusive of management fees) Management Fees and HK$64,411.80 per month (subject to adjustment Air-conditioning from time to time) Charges: Deposit: HK$1,284,080.40 (equivalent to the sum of three months’ rental and management fees)

Revision of and Proposal of New Aggregate Annual Caps

The continuing connected transactions contemplated under the New Offer Letter are of similar nature and the transactions under the New Offer Letter and the Offer Letter as previously disclosed in the Announcement were all entered into with the same party, the transaction amount under the New Offer Letter and the Offer Letter are then aggregated pursuant to Rule 14A.25 of the Listing Rules.

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LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

Taking into account the estimated annual values of the New Offer Letter and the original Aggregate Annual Caps as previously disclosed in the Announcement, the New Aggregate Annual Caps for the financial years ending 31 March 2014, 2015, 2016 and 2017 shall be HK$11,000,000, HK$16,000,000 (revision of Aggregate Annual Cap), HK$16,000,000 (revision of Aggregate Annual Cap) and HK$13,000,000 (revision of Aggregate Annual Cap) respectively. The New Aggregate Annual Caps are arrived at with reference to the terms of New Offer Letter, the original Aggregate Annual Caps and an estimated possible annual increase of 10% in the management fees in respect of Property I and Property III.

The following table sets out the New Aggregate Annual Caps for the transactions contemplated under the New Offer Letter and the original Aggregate Annual Caps for the financial years ending 31 March 2014, 2015, 2016 and 2017:

Original Aggregate Annual Caps New Offer Letter Total New Aggregate Annual Caps	For the financial year ending 31 2014 2015 2016 HK$ HK$ HK$ 11,000,000 7,600,000 7,700,000 — 7,505,014 7,549,775 11,000,000 15,105,014 15,294,775 11,000,000 16,000,000 16,000,000	March 2017 HK$ 4,900,000 (Note 1) 7,693,512 12,593,512 13,000,000

Note 1: Original Aggregate Annual Cap for the period from 1 April 2016 to 15 November 2016, details which are more particularly set out in the Announcement.

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LETTER FROM CHANCETON CAPITAL PARTNERS LIMITED

In accordance with keys terms of New Tenancy Agreement I and Tenancy Agreement III as disclosed respectively above, we note that the rent, management fees, air-conditioning charges and duration of term as stipulated under the New Offer Letter are the same as those of the New Tenancy Agreement I. Thus, Property I and Property III are identical in size and are located on the same floor. Given the reasons and are factors abovementioned under the paragraph “The Terms of the New Offer Letter” of this IFA Letter, we consider the key terms of the New Tenancy Agreement I, which are identical to those of the Tenancy Agreement III are also (i) in the ordinary and usual course of business of the Group; (ii) on normal commercial terms after arm’s length negotiations between the parties; and (iii) on terms that fair and reasonable and in the interests of the Company and Shareholders as a whole.

As such, we are of the view that the Aggregate Renewed Annual Caps, which comprise primarily the rent and management fees and air conditioning charges of Property I and Property III from 1 April 2014 to 31 March 2017 are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole after considering the above factors.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons, we are of the view that the terms of the New Offer Letter and the transactions contemplated thereunder and the New Aggregate Annual Caps, are all (a) on normal commercial terms; (b) in the ordinary and usual course of business; (c) fair and reasonable so far as the Independent Shareholders are concerned; and (d) in the interest of the Company and the Shareholders as a whole.

Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of (i) the terms of the New Offer Letter and the transactions contemplated thereunder and (ii) the New Aggregate Annual Caps at the SGM.

Yours faithfully, For and on behalf of

Chanceton Capital Partners Limited Wong Kam Wah

Managing Director

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GENERAL INFORMATION

APPENDIX I

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 misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules (the “ Model Code ”), were as follows:

					Approximate
			Number of		percentage
		Number of	underlying		of the issued
		Shares held	Shares held		share capital
		(long	under equity		of the
Name of Director	Nature of Interest	position)	derivatives	Total	Company
Mr. Cheng Yang	Personal interest	89,349,000	5,987,670	95,336,670	15.92%
		(Note 2)	(Note 1)
Ms. Lei Lei	Personal interest	—	5,388,903	5,388,903	0.9%
			(Note 1)

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GENERAL INFORMATION

APPENDIX I

					Approximate
			Number of		percentage
		Number of	underlying		of the issued
		Shares held	Shares held		share capital
		(long	under equity		of the
Name of Director	Nature of Interest	position)	derivatives	Total	Company
Mr. Li Weipeng	Personal interest	—	2,993,835	2,993,835	0.5%
			(Note 1)
Mr. Tong Jingguo	Personal interest	—	299,384	299,384	0.05%
			(Note 1)
Mr. Yang Rusheng	Personal interest	—	299,384	299,384	0.05%
			(Note 1)
Mr. So Tat Keung	Personal interest	—	299,384	299,384	0.05%
			(Note 1)

Notes:

1. The number of underlying Shares held under equity derivatives is the share options granted by the Company on 23 December 2013.

2. 89,300,000 Shares were owned by Mr. Cheng Yang personally and 49,000 Shares were owned by his wife.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company have interest or short positions in the Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) 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 I

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation (other than statutory compensation).

4. LITIGATION

As at the Latest Practicable Date, to the best of the Directors’ knowledge, information and belief, the Group was not engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

5. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2013, being the date to which the latest audited financial statements of the Company were made up.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or proposed Directors or their respective associates had any interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or has or may have any other conflicts of interest with the Group pursuant to the Listing Rules.

7. DIRECTORS’ INTEREST IN CONTRACTS AND ASSETS

As at the Latest Practicable Date, none of the Directors were materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group. As at the Latest Practicable Date, none of the Directors, proposed Directors or experts (as referred to below) had any direct or indirect interest in any assets which have been, since 31 March 2013, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to any member of the Group, or were proposed to be acquired or disposed of, or leased to any member of the Group.

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GENERAL INFORMATION

APPENDIX I

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinions and advice which are contained or referred to in this circular:

Name Qualification Chanceton Capital Partners Limited Independent Financial Adviser

Name

As at the Latest Practicable Date, the expert above has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its report and/or letter and/or opinion (as the case may be), and/or the references to its name included in the form and context in which it is respectively included.

As at the Latest Practicable Date, none of the experts above was beneficially interested in the share capital of any member of the Group nor did they have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the expert above did not have any direct or indirect interest in any assets which have been acquired, or disposed of by, or leased to any member of the Group, or are proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 March 2013 (the date to which the latest published audited consolidated financial statements of the Group were made up).

9. MISCELLANEOUS

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the principal office in Hong Kong is at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong.

• (b) The company secretary of the Company is Mr. Chan Wai, who is a member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and Institute of Chartered Accountants in England and Wales. Mr. Chan has years of experience in accounting and financial management.

• (c) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong (to be relocated to Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, with effect from Monday, 31 March 2014).

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GENERAL INFORMATION

APPENDIX I

• (d) The English text of this circular, the notice of the SGM and the accompanying form of proxy shall prevail over their respective Chinese texts in case of inconsistency.

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the office of Messrs. Fred Kan & Co., the Company’s legal advisers at Suite 3104-7, 31st Floor, Central Plaza, 18 Harbour Road, Hong Kong during normal business hours on any weekday (except Saturdays and public holidays), from the date of this circular up to and including the date of the SGM:

• (a) Offer Letter;

• (b) New Tenancy Agreement I;

• (c) New Offer Letter; and

• (d) Tenancy Agreement III.

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NOTICE OF SGM

CULTURE LANDMARK INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Culture Landmark Investment Limited (the “ Company ”) will be held at Rooms 2501-05, 25th Floor, China Resources Building, No. 26 Harbour Road, Wanchai, Hong Kong on Monday, 31 March 2014 at 12:00 noon for the purpose of considering and, if though fit, passing the following ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the conditional offer letter (“ New Offer Letter ”) dated 5 March 2014 entered into between China Resources Property Management Limited (acting as the lawful attorney and agent for and on behalf of Eastern World Development Limited) as landlord and Golden Island Catering Group Company Limited as tenant in relation to the property situated at Rooms 2506-2510, 25/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong (copy of which marked “A” has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the relevant annual caps (“ Aggregate Annual Caps ”) for the financial years ending 31 March 2015, 31 March 2016 and 31 March 2017 (as set out in the circular of the Company dated 14 March 2014) be and are hereby approved; and

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NOTICE OF SGM

• (c) any director of the Company be and are hereby authorized on behalf of the Company to sign, seal, execute all such documents and agreements and to do all such acts and things as he/they may in his/their discretion consider necessary or desirable or expedient to implement and/or to give effect to the New Offer Letter, the Aggregate Annual Caps and the transactions thereby contemplated.”

By Order of the Board Culture Landmark Investment Limited Cheng Yang Chairman

Hong Kong, 14 March 2014

Registered Office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal Place of Business in Hong Kong:

Rooms 2501-05, 25th Floor China Resources Building No. 26 Harbour Road Wanchai Hong Kong

Notes:

• (i) A member entitled to attend and vote at the above meeting is entitled to appoint one proxy or, if he/ she/it is a holder of more than one share, more proxies to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.

• (ii) Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iii) The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be lodged with the Company’s Share Registrar, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong (to be relocated to Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, with effect from Monday, 31 March 2014) for registration not less than 48 hours before the time appointed for holding the meeting.

• (iv) Completion and return of the form of proxy will not preclude a member from attending the meeting and voting in person at the meeting or any adjournment thereof if he/she/it so desires. If a member attends the meeting after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.

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