Zhong An Group Limited — Proxy Solicitation & Information Statement 2008

Apr 10, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Zhong An Real Estate Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock code: 672)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Zhong An Real Estate Limited to be held at Conference Room 4, 4th Floor, Holiday Inn Xiaoshan Hangzhou, No. 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, PRC on Monday, 5 May 2008 at 9:30 a.m. is set out on pages 13 to 16 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the Annual General Meeting (or any adjourned meeting thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting thereof should you so wish.

11 April 2008

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Appendix I –	Explanatory statement to repurchase mandate . . . . . . . . . . . . . .	7
Appendix II –	Procedure by which Shareholders may demand a poll . . . . . . . .	10
Appendix III –	Brief particulars of retiring Directors proposed
	to be re-elected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
**Notice of Annual **	General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

“Annual General Meeting” the annual general meeting of the Company to be held at Conference Room 4, 4th Floor, Holiday Inn Xiaoshan Hangzhou, No. 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, PRC on Monday, 5 May 2008 at 9:30 a.m., the notice of which is set out on pages 13 to 16 of this circular

“Articles” the articles of association of the Company adopted on 17 October 2007 and as amended from time to time

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Auditors” the auditors for the time being of the Company

• “Board” the board of Directors

• “Company” Zhong An Real Estate Limited, a company incorporated in the Cayman Islands with limited liability whose Shares are listed on the Stock Exchange

• “Companies Law” the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” The Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 4 April 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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

• “Repurchase Mandate”

a general mandate proposed to be granted to the Directors at the Annual General Meeting to exercise all the powers of the Company to repurchase Shares in the manner as set out in the notice of the Annual General Meeting and in this circular

– 1 –

DEFINITIONS

• “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary shares(s) of HK$0.10 each in the share capital of the Company

• “Shareholder(s)” shareholder(s) of the Company “Share Issue Mandate” a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and deal with new Shares in the manner as set out in the notice of the Annual General Meeting and in this circular

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)) of the Company

• “Takeovers Code” Hong Kong Code on Takeovers and Mergers “%” per cent

– 2 –

LETTER FROM THE BOARD

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability) (Stock code: 672)

Executive Directors:

Mr. Shi Kancheng (alias Shi Zhongan)

Mr. Lou Yifei Ms. Shen Tiaojuan Mr. Zhang Jiangang

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent non-executive Directors:

Professor Pei Ker Wei Professor Wang Shu Guang Mr. Heng Kwoo Seng

Principal place of business in Hong Kong: Unit 2509, 25th Floor Harbour Centre 25 Harbour Road Wanchai Hong Kong

11 April 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; RE-ELECTION OF DIRECTORS; AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

At the Annual General Meeting, ordinary resolutions will be proposed to approve the granting of the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the proposed re-election of the Directors who are due to retire. The purpose of this circular is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the Annual General Meeting.

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LETTER FROM THE BOARD

GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to the written resolutions of the then sole Shareholder passed on 17 October 2007, a general unconditional mandate was given to the Directors to exercise all powers of the Company to repurchase Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting.

An ordinary resolution will be proposed at the Annual General Meeting granting the Directors a general unconditional mandate (i.e. the Repurchase Mandate) to exercise all the powers of the Company to repurchase, on the Stock Exchange Shares up to a maximum of 10% of the nominal share capital of the Company as at the date of passing of the relevant resolution approving the Repurchase Mandate either on the Stock Exchange or on any other stock exchange on which the Shares may be listed.

An explanatory statement as required under the Listing Rules to provide the requisite information concerning the Repurchase Mandate is set out in Appendix I to this circular.

GENERAL MANDATE TO ISSUE SHARES

Pursuant to the written resolutions of the then sole Shareholder passed on 17 October 2007, a general unconditional mandate was given to the Directors to allot, issue and deal with unissued Shares. Such general mandate will lapse at the conclusion of the Annual General Meeting.

At the Annual General Meeting, an ordinary resolution will be proposed for the Share Issue Mandate be granted for the Directors to allot, issue and deal with new Shares up to 20% of the aggregate nominal share capital of the Company in issue as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 2,000,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Share Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Share Issue Mandate to issue a maximum of 400,000,000 Shares.

EXTENSION OF THE SHARE ISSUE MANDATE

If the Repurchase Mandate and Share Issue Mandate are approved to be granted at the Annual General Meeting, an ordinary resolution will be proposed at the Annual General Meeting to authorise that any Shares repurchased under the Repurchase Mandate will be added to the total number of new Shares which may be allotted and issued under the Share Issue Mandate.

The Repurchase Mandate, Share Issue Mandate and the extension of the Share Issue Mandate will, if granted, remain in effect until the earliest of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or Companies Law or the existing Articles to be held; or (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by the resolution concerned.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Article 108(A) and the Articles, Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan will retire at the Annual General Meeting and being eligible, offer themselves for re-election.

The biographical details of Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan are set out in Appendix III to this circular.

ACTIONS TO BE TAKEN

At the Annual General Meeting, ordinary resolutions will be proposed to approve, among other matters, the grant of the Share Issue Mandate, Repurchase Mandate and the extension to the Share Issue Mandate, and also the re-election of certain Directors.

Whether or not you are able to attend the Annual General Meeting in person, 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 later than 48 hours before the time for the Annual General Meeting or any adjournment thereof. Completion and return of appointed for the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

RECOMMENDATION

The Directors believe that the proposed grant of the Share Issue Mandate, the Repurchase Mandate and the extension to the Share Issue Mandate are beneficial to the Company and the Shareholders as a whole.

The Directors believe that an exercise of the Share Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company. The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be exercised when the Directors believe that repurchases of Shares will benefit the Company and the Shareholders. The Directors do not intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing of the Company.

Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

FURTHER INFORMATION

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

By Order of the Board Zhong An Real Estate Limited Shi Kancheng Chairman

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APPENDIX I EXPLANATORY STATEMENT TO REPURCHASE MANDATE

This explanatory statement contains the information required under Rule 10.06(1)(b) of the Listing Rules. Its purpose is to provide Shareholders with information reasonably necessary to enable them to make an informed decision on whether to vote for or against the proposed resolution approving the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised of 2,000,000,000 Shares.

Subject to the passing of the proposed resolution granting the Repurchase Mandate set out in the notice of the Annual General Meeting and on the basis that no further Shares are issued or repurchased by the Company between the Latest Practicable Date and the date of the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to 200,000,000 Shares (10% of the issued Shares of the Company).

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders. Repurchases of Shares made under the Repurchase Mandate may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company’s net assets and/or its earnings per share and will only be made when the Directors consider that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASE

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum and articles of association of the Company, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position as at 31 December 2007, being the date of its latest audited consolidated financial statements were made up) in the event that the Repurchase Mandate was to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT TO REPURCHASE MANDATE

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the months from November 2007 (i.e. the month in which the trading of the Shares on the Stock Exchange commenced) up to April 2008 were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
2007
November	7.13	5.00
December	6.27	3.80
2008
January	4.80	3.73
February	4.68	3.61
March	4.38	3.00
April (up to the Latest Practicable Date)	4.12	3.66

5. GENERAL

The Directors undertake to the Stock Exchange that they will exercise the powers of the Company to repurchase Shares in accordance with the Articles, the Listing Rules and the applicable laws of the Cayman Islands.

If as a result of a repurchase of Shares, a shareholder’s proportionate interest in the voting rights of the Company increase, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or group of shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of the Securities and Futures Ordinance, the substantial shareholders of the Company were as follows:

Percentage of Shares

Whole Good Management Limited Mr. Shi Kancheng

72.85% (note 1) 72.85% (note 1)

Notes:

1. As at the Latest Practicable Date, 72.85% of the Shares are held by Whole Good Management Limited, the entire issued share capital of which is solely and beneficially owned by Mr. Shi Kancheng.

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APPENDIX I

EXPLANATORY STATEMENT TO REPURCHASE MANDATE

Assuming that the issued share capital of the Company remains unchanged up to the date of the Annual General Meeting and in the event that the Repurchase Mandate is exercised in full, the shareholding of the above substantial Shareholders will be increased as follows:

	Percentage of Shares
Whole Good Management Limited	80.94%
Mr. Shi Kancheng	80.94%

In the opinion of the Directors, such increase will not give rise to an obligation to make a mandatory offer under Rule 26.1 of the Takeovers Code.

The Directors have no intention to exercise the power to repurchase Shares pursuant to the Repurchase Mandate to such extent as would result in the level of shareholdings in the Company held by the public falling below 25%.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates has any present intention to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

No connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. SHARE PURCHASES MADE BY THE COMPANY

Save as disclosed below, neither the Company nor any of its subsidiaries has purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

	Number
	of shares		Highest	Lowest
Trading date	purchased	Method of purchase	price paid	price paid
			HK$	HK$
1 April 2008	2,481,000	On the Stock Exchange	3.70	3.68
2 April 2008	4,000	On the Stock Exchange	3.84	3.84
3 April 2008	4,464,000	On the Stock Exchange	3.96	3.93

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PROCEDURE BY WHICH SHAREHOLDERS MAY DEMAND A POLL

APPENDIX II

Article 72 of the Articles set out the procedure by which Shareholders may demand a poll:

• “72. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

• (i) by the Chairman of the meeting; or

• (ii) by at least three shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person (or, in the case of a shareholder being a corporation, by its duly authorised representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right; or

• (v) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.”

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BRIEF PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX III

Shi Kancheng (alias Shi Zhong An) , aged 45, is the Chairman and Chief Executive Officer of the Company and also holds directorship in certain subsidiaries. Mr. Shi is responsible for the strategic and development planning. He also supervises project planning and the overall business operation. Mr. Shi joined the Group since the establishment of the first member of the Group, Zhejiang Zhong’an Property Development Co., Ltd. ( ). Mr. Shi served as an tax officer in the finance and revenue bureau of Xiaoshan district of Hangzhou (formerly known as Xiaoshan City) and served as the general manager of Hangzhou Xiaoshan Milkyway Real Estate Development Co., Ltd. ( ). Mr. Shi has over 14 years’ experience in property development and property investment. Mr. Shi graduated from an Executive Master of Business Administration program co-organized by the State University of Arizona and Shanghai National Accounting College ( ) in June 2007. From 2005 to 2006, Mr. Shi completed a program for executive officers, focusing on globalization and real estates developers, co-organized by Harvard University, Tsinghua University, The University of Hong Kong and the United States Military Academy. In the same year, Mr. Shi completed a program for presidents of real estates companies organized by Zhejiang University ( ). Mr. Shi is the sole director and the sole shareholder of Whole Good Management Limited, which is the controlling shareholder of the Group.

Lou Yifei , aged 57, is an executive Director and the vice president of the Company. He joined the Group in March 2006. He is primarily responsible of project operations, which includes project planning, research and development, cost management, sales management and customer relations. He received an associate degree in architectural engineering from Wuhan Industry University in 1992 and completed a graduate degree in structural engineering at Zhejiang Industry University in 2002. Prior to joining the Group, Mr. Lou was the vice president and manager of the engineering department of Laiyinda Real Estate Co., Ltd. ( ), a supervisor of Laiyin Property ( ) and had served various other positions in the same group of companies from 2000 to 2006. Mr. Lou was a deputy general manager of Hangzhou Xiaoshan Milkyway Real Estate Development Co., Ltd. from 1994 to 2000. From 1984 to 1994, Mr. Lou worked for the government bureau of Xiaoshan district of Hangzhou, where he was primarily responsible for infrastructure construction management. From 1978 to 1994, he served as construction and engineering manager of Linpu Construction Company. Mr. Lou obtained his engineering qualification in 1999. Mr. Lou has 29 years of experience in the construction operations, and management of property development.

Shen Tiaojuan , aged 45, is an executive Director and the vice president of the Company and also holds directorship in certain subsidiaries. She is primarily responsible for the financial operation and financial management of our Group. She has joined the Group in December 1997. Prior to joining the Group, Ms. Shen was the chief accountant and finance manager of Hangzhou Guanghua Chemical Fibres Factory ( ) from 1980 to 1993, the chief accountant of Hangzhou Hualing Electrics Co., Ltd. in 1994, and the chief accountant of White Swan Industry Co., Ltd. from 1995 to 1997. Ms. Shen has 26 years of experience in the financial operation of property development.

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BRIEF PARTICULARS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX III

Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan did not act as director of other listed public companies in the last three years and save as disclosed above, do not have other major appointments and qualifications.

Each of Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan has entered into a service contract with the Company pursuant to which he/she agreed to act as an executive Director for a term of three years with effect from November 1, 2007.

The current basic annual salaries of Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan as specified in their respective existing service contract are RMB1,200,000, RMB550,000 and RMB600,000, respectively. In addition, each of Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all executive Directors for any financial year of the Company may not exceed 10% of our combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company. The remuneration of each of Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan was determined with reference to the range of prevailing remuneration for directors of listed companies in Hong Kong and the experience of the Directors.

As at the Latest Practicable Date, the interests in shares of the Company within the meaning of the SFO of Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan were as follows:

			Approximate
		Number and class	percentage of
Name of Director	Capacity	of securities held	interest
Mr. Shi Kancheng	Interest of controlled	1,457,000,000 shares	72.85%
	corporation (Note)	of HK$0.1 each in
		the capital of the
		Company

Note: These shares are held by Whole Good Management Limited, the entire issued share capital of which is solely and beneficially owned by Mr. Shi Kancheng.

Save as disclosed in this circular, as at the Latest Practicable Date, Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan, did not had any interest in shares of the Company within the meaning of the SFO.

Save as disclosed in this circular, Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan do not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. Shi Kancheng, Mr. Lou Yifei and Ms. Shen Tiaojuan confirmed that there is no information that needs to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules. Save as disclosed in this circular, there are no any other matters that need to be brought to the attention of Shareholders in relation to their re-election.

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NOTICE OF ANNUAL GENERAL MEETING

ZHONG AN REAL ESTATE LIMITED

(incorporated in the Cayman Islands with limited liability) (Stock code: 672)

NOTICE IS HEREBY GIVEN that the annual general meeting of Zhong An Real Estate Limited (the “Company”) will be held at Conference Room 4, 4th Floor, Holiday Inn Xiaoshan Hangzhou, No. 688 Shanyin Road, Xiaoshan District, Hangzhou, Zhejiang Province, PRC on Monday, 5 May 2008 at 9:30 a.m. to transact the following ordinary businesses:

1. To receive and approve the audited consolidated financial statements and the reports of the directors and the auditor of the Company for the year ended 31 December 2007.

2. (a) Each as a separate resolution, to re-elect the following retiring directors of the Company:

   • (i) Mr. Shi Kancheng;

   • (ii) Mr. Lou Yifei;

   • (iii) Ms. Shen Tiaojuan;

3. (b) to authorize the board of directors of the Company to fix the directors’ remuneration.

4. To re-appoint Ernst & Young as the auditors of the Company and to authorize the board of directors of the Company to fix their remuneration.

To consider as Special Business and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions .

4A. “THAT:

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company on The Stock Exchange of Hong Kong Limited or on any other stock exchange recognized for this purpose by the Securities and Futures

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NOTICE OF ANNUAL GENERAL MEETING

Commission of Hong Kong and The Stock Exchange of Hong Kong Limited in accordance with any applicable law or the law of the Cayman Islands and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the share capital to be repurchased by the directors of the Company pursuant to the approval in paragraph (a) shall not exceed 10% of the aggregate nominal amount of the shares of the Company in issue on the date of the passing of this resolution; and

• (c) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Companies Law of the Cayman Islands or the existing articles of association of the Company to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

4B. “THAT:

• (a) subject to paragraph (c) of this Resolution, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”), the exercise by the directors of the Company during the Relevant Period (as defined below)of all the powers of the Company to allot, issue and deal with any unissued shares in the capital of the Company and to make or grant offers, agreement and options which would or might require such shares to be allotted and issued be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during Relevant Period (as defined below) to make or grant offers, agreement and options which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal value of the share capital of the Company allotted, issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the respective approval and authorization referred to in sub-paragraphs (a) and (b) above, otherwise than

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

pursuant to (i) a Rights Issue, (ii) any scrip dividend or similar arrangement providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares in accordance with the Articles of Association of the Company or (iii) any adjustment of rights to subscribe for shares under options and warrants or a specific authority granted by the shareholders of the Company, shall not exceed the aggregate of (i) 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the passing of this resolution and (ii) the aggregate nominal amount of the share capital of the Company that may have been repurchased pursuant to the repurchase mandate referred to in resolution 4A; and

• (d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the Companies Law of the Cayman Islands or the existing Articles of Association of the Company to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.

“Rights Issue” means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the directors of the Company to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares in the Company (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any legal or practical restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognized regulatory body or any stock exchange in any territory applicable to the Company) and an offer, allotment or issue of shares of the Company by way of rights shall be construed accordingly.”

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NOTICE OF ANNUAL GENERAL MEETING

• 4C. “THAT subject to the passing of resolutions 4A and 4B above, the authority of the directors of the Company pursuant to resolution 4B be and is hereby approved to extend to cover such amount representing the aggregate nominal amount of the shares in the capital of the Company repurchased pursuant to the authority granted pursuant to resolution 4A.”

By Order of the Board Zhong An Real Estate Limited Shi Kancheng Chairman

The PRC, 11 April 2008

Notes:

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. In order to be valid, the completed proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Branch Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjourned meeting (as the case may be).

2. With regard to Resolutions 4A, 4B and 4C above, the directors of the Company do not have immediate plans to issue any new shares or repurchase any existing shares. Approval is being sought from members of the Company for general mandates pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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