Oriental Ginza Holdings Limited 東方銀座控股有限公司 (Incorporated in Bermuda with Limited Liability) (Stock Code: 00996)

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Oriental Ginza Holdings Limited 東方銀座控股有限公司 (Incorporated in Bermuda with limited liability) (Stock Code: 00996)

DISCLOSEABLE TRANSACTION ACQUISITION OF 100% SHAREHOLDING IN AND SHAREHOLDER’S LOAN DUE BY ANGEL FAY LIMITED

THE ACQUISITION

The Board is pleased to announce that on 19 November 2010, the Purchaser, an indirect wholly-owned subsidiary of the Company entered into the Agreement with the Vendor, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Sale Share and the Sale Loan at a total consideration of HK$210,000,000 which will be paid in cash.

The Sale Share represents 100% of the issued share capital of the Target Company. The Target Company is an investment holding company and is the registered and beneficial owner of a 60% equity interest in Chongqing Pacific. Chongqing Pacific is a sino-foreign joint venture enterprise held as to 60% by the Target Company and as to 40% by Chongqing Jingshang, being Independent Third Party, in Chongqing in the PRC. The Target Company has entered into the Chongqing Pacific Equity Transfer Agreement with Chongqing Jingshang, pursuant to which Chongqing Jingshang has conditionally agreed to sell and the Target Company has conditionally agreed to acquire, through its nominee, the 40% equity interest currently owned by Chongqing Jingshang in Chongqing Pacific. The principal assets of Chongqing Pacific are the PRC Property with a gross floor area of 28,968.90 square metres located at Chongqing, the PRC.

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Vendor is an Independent Third Party.

GENERAL

As the applicable percentage ratios exceed 5% but are below 25%, the Acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the reporting and announcement requirements but exempt from the shareholders’ approval requirement under the Listing Rules.

— 1 — THE AGREEMENT

Date

19 November 2010

Parties

Vendor: Mr. WU Qing

Purchaser: Daylight Express Group Limited, an indirect wholly-owned subsidiary of the Company

To the best of the Directors’ knowledge, information and belief, and having made all reasonable enquiries, the Vendor is an Independent Third Party of and not connected with the Company and its connected persons.

Assets to be acquired

(a) the Sale Share, being the entire issued share capital of the Target Company; and

(b) the Sale Loan, being the total amount due by the Target Company to the Vendor as at the Completion Date.

Consideration

Pursuant to the Agreement, the Consideration of HK$210,000,000 is to be satisfied in the following manner:

(a) HK$63,000,000 was paid by the Purchaser as deposit and partial payment of the Consideration upon signing of the Agreement;

(b) RMB8,000,000 (equivalent to HK$9,296,000) shall be payable by the Purchaser to Chongqing Jingshang on behalf of the Target Company or its nominee for consideration under the Chongqing Pacific Equity Transfer Agreement as partial payment of the Consideration; and

The Consideration was arrived at after arm’s length negotiations between the Vendor and the Purchaser. As the Target Company is the registered and beneficial owner of 60% equity interest in Chongqing Pacific and will upon Completion own the other 40% equity interest in Chongqing Pacific through its nominee, in determining the Consideration, the Directors have also considered the market value of the PRC Property as appearing in the valuation report by an independent valuer in the amount of RMB244,000,000 (equivalent to HK$283,528,000).

The Consideration will be funded by internal resources of the Group.

Conditions precedent

Completion of the Acquisition is conditional upon, among other things, the following conditions being fulfilled (or waived) on or before 31 December 2010 (or such other date as may be agreed by the parties):

(a) the Purchaser being satisfied with the results of the due diligence review conducted by the Purchaser on the Target Group and the PRC Property.

— 2 — (b) the issue of a legal opinion by a PRC lawyer in form and substance satisfactory to the Purchaser which covers, amongst other things, the followings:

(i) the valid establishment, subsistence, paid-up registered capital, shareholding structure, and legality of the assets and operations of Chongqing Pacific;

(ii) Chongqing Pacific has obtained the real estate title certificate of the PRC Property;

(iii) Chongqing Pacific Equity Transfer Agreement has been duly executed by the Target Company and Chongqing Jingshang and all the conditions under the Chongqing Pacific Equity Transfer Agreement have been fulfilled; and

(iv) Chongqing Pacific has obtained all relevant consents, approvals, registration and filing required for the transaction contemplated in the Agreement, if necessary.

(c) there has not been and it is reasonably anticipated that there will not be any material adverse change of the Target Company and/or the Target Group before Completion.

If the conditions set out above are not satisfied or waived by the Purchaser (as the case may be) on or before 31 December 2010 (or such later date as the Purchaser and the Vendor may agree in writing), the Agreement shall lapse and shall be of no further effect. The entire amount of the deposit shall be refunded to the Purchaser within three business days after the termination of the Agreement. No party to the Agreement shall have any claim against or liability to the other party, save in respect of any antecedent breach thereof.

Completion

Completion shall take place on the seventh business day following the satisfaction or waiver of all the conditions precedent to the Agreement (or such other date as the Purchaser and the Vendor shall agree in writing).

Upon Completion, the Target Company will become an indirect wholly-owned subsidiary of the Company and its results will be consolidated in the Group after Completion.

INFORMATION ON THE TARGET GROUP

The Target Company is an investment holding company incorporated in the BVI on 5 March 2003 and is the registered and beneficial owner of 60% equity interest in Chongqing Pacific. The Target Company has entered into the Chongqing Pacific Equity Transfer Agreement with Chongqing Jingshang, pursuant to which Chongqing Jingshang has conditionally agreed to sell and the Target Company has conditionally agreed to acquire, through its nominee, the 40% equity interest currently owned by Chongqing Jingshang in Chongqing Pacific. So far as the Directors are aware of, having made all reasonable enquiries, save for the investment in Chongqing Pacific, the Target Company has no other investments or subsidiaries as at the date of this announcement.

Chongqing Pacific is a sino-foreign joint venture enterprise established as to 60% by the Target Company and as to 40% by Chongqing Jingshang, being Independent Third Party, in Chongqing in the PRC. Chongqing Pacific has paid-up registered capital of USD9,500,000 (equivalent to HK$73,647,800). The principal assets of Chongqing Pacific are the PRC Property located at 太平洋廣場 (Taipingyang Plaza), 上清寺路 (Shangqingsi Road) in 渝中區 (Yuzhong District), Chongqing, the PRC. Taipingyang Plaza is a composite development completed in about 1998 and consisting of an office tower and a residential tower built over a 2-storey commercial podium and a 2-level basement car park. The PRC Property comprises the whole of the office tower and portions of the residential tower together with portions of the commercial podium and the whole of the 2-level basement car park of 太平洋廣場 (Taipingyang Plaza) with a gross floor area of 28,968.90 square metres located at 上清寺路 (Shangqingsi Road) in 渝中區 (Yuzhong District), Chongqing, the PRC.

— 3 — The revenue of Chongqing Pacific for the period commencing from 1 January 2010 to 31 October 2010 are RMB8,531,000 (equivalent to HK$9,913,022). In accordance with the management accounts provided by the vendor for the year ended 31 December 2008 and 31 December 2009, the net asset value of Chongqing Pacific as at 31 December 2009 of approximately RMB29,307,000 (equivalent to HK$34,054,734) and, the net profit before and after tax of Chongqing Pacific were as follows:

31 December 2008 31 December 2009 30 June 2010 (RMB’000) (RMB’000) (RMB’000)

Net profit/(loss) before tax 398 401 373 Net profit/(loss) after tax 398 401 373

REASONS FOR THE ACQUISITION

The Company is an investment holding company and the Group is principally engaged in property rental activities and sale of properties.

The Directors consider that the property market in Chongqing will continue to grow in coming years. The Directors also believe that the PRC Property will deliver attractive return, both in terms of capital gain and future recurring income from the rental of commercial units and property sales, to the Group in long term spectrum. The strengthening of the assets base of the Group after the Agreement would, in the opinion of the Directors, provide a more solid assets backing to support the expansion of the business of the Group.

Looking ahead, the Directors are optimistic about the development potentials and prospect of the PRC property market, and believe that the Acquisition will enable the Group to diversify its investment portfolio in the PRC. In light of the above, the Directors (including independent non-executive Directors) consider that the terms of the Agreement are fair and reasonable and the Acquisition is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise.

“Acquisition” the acquisition of the Sale Share and the Sale Loan by the Purchaser from the Vendor pursuant to the Agreement

“Agreement” the sale and purchase agreement dated 19 November 2010 entered into between the Purchaser and the Vendor in respect of the Acquisition

“Board” the board of Directors

— 4 — “business day(s)” a day (other than a Saturday or any day on which a tropical cyclone warning signal No. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks are open for business in Hong Kong

“BVI” British Virgin Islands

“Chongqing Jingshang” 重慶競尚物資設備有限公司 (Chongqing Jingshang Material and Facility Company Limited*), a company incorporated in the PRC with limited liability

“Chongqing Pacific Equity the sale and purchase agreement dated 19 November 2010 entered Transfer Agreement” into between the Target Company and Chongqing Jingshang in respect of the acquisition by the Target Company of 40% equity interest in Chongqing Pacific from Chongqing Jingshang

“Chongqing Pacific” 重慶太平洋屋業發展有限公司 (Chongqing Pacific Housing Development Co., Ltd.*), a sino-foreign joint venture enterprise incorporated in the PRC which equity capital is held as to 60% by the Target Company and as to 40% by Chongqing Jingshang

“Company” Oriental Ginza Holdings Limited, a company incorporated under the laws of Bermuda with limited liability and the shares of which are listed on the Stock Exchange (stock code: 996)

“Completion” the completion of the Acquisition in accordance with the terms and conditions of the Agreement

“Completion Date” the date of Completion

“Consideration” the total consideration of HK$210,000,000 payable by the Purchaser for the Acquisition

“Directors” the directors of the Company

“Group” the Company and its subsidiaries, and following completion of the Agreement means the Group and its then subsidiaries which will include the Target Group

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

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Independent Third Party” a party who is not connected person(s) (as defined in the Listing Rules) of the Company and who together with its ultimate beneficial owner(s) are independent of the Company and its connected persons

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

“PRC” the People’s Republic of China and for the purpose of this announcement, excluding Hong Kong, Macau and Taiwan

* For identification purpose only — 5 — “PRC Property” the whole of the office tower and portions of the residential tower together with portions of the commercial podium and the whole of the 2-level basement car park of 太平洋廣場 (Taipingyang Plaza) with a gross floor area of 28,968.90 square metres located at 上清寺路 (Shangqingsi Road) in 渝中區 (Yuzhong District), Chongqing, the PRC

“Purchaser” Daylight Express Group Limited, an indirect wholly-owned subsidiary of the Company incorporated in the BVI with limited liability

“RMB” Renminbi, the lawful currency of the PRC

“Sale Loan” HK$44,496,652, being the face value of the total amount due by the Target Company to the Vendor as at the date of the Completion, which sum is interest free and has no fixed repayment date

“Sale Share” 1 ordinary share of US$1.00 in the issued share capital of the Target Company, representing the entire issued share capital of the Target Company

“Share(s)” the ordinary share(s) of HK$0.2 each in the existing share capital of the Company

“Shareholder(s)” holder(s) of the Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Company” Angel Fay Limited, a company incorporated in the BVI with limited liability

“Target Group” Target Company and Chongqing Pacific

“USD” United States dollars, the lawful currency of the United States of America

“Vendor” Mr. WU Qing

“%” per cent.

This announcement contains translation between RMB and HK$ at the rate of RMB1.00 = HK$1.1620 and translation between USD and HK$ at the rate of USD1.00 = HK$7.75240. The translation should not be taken as a representation that the relevant currency could actually be converted into HK$ at that rate or at all.

By the Order of the Board Oriental Ginza Holdings Limited Tin Yuen Sin Carol Chairperson

Hong Kong, 19 November 2010

The Board, as at the date of this announcement, comprises Ms. Tin Yuen Sin Carol, Mr. Xu Yi, Mr. Ho Kam Chuen Alex, Mr. Zhang Feng, Mr. Li Sai Ho and Mr. Hon Ming Sang as executive directors, Mr. Wang John Peter Ben as non-executive director and Mr. Chan Wai Yip Freeman, Mr. Ng Ka Chung Simon and Ms. Leung Po Ying Iris as independent non-executive directors.

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