Guorui Properties Limited 國瑞置業有限公司

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this supplemental circular or as to the action to be taken, you should 14A.69(4) consult a licensed securities dealer or registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Guorui Properties Limited, you should at once hand this supplemental circular and the Second Proxy Form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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 14A.70(1) responsibility for the contents of this supplemental 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 supplemental circular.

App.1.B.1 13.51A

GUORUI PROPERTIES LIMITED 國瑞置業有限公司 (Incorporated in the Cayman Islands with limited liability under the name of “Glory Land Company Limited (國瑞置業有限公司)” and carrying on business in Hong Kong as “Guorui Properties Limited”) (Stock Code: 2329)

DISCLOSEABLE AND CONNECTED TRANSACTION: SUPPLEMENTAL CIRCULAR TO THE ANNUAL GENERAL MEETING IN RELATION TO PROPOSED CAPITAL CONTRIBUTIONS IN SEVEN REAL ESTATE PROJECT COMPANIES AND SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

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

This supplemental circular should be read in conjunction with the circular of the Company dated April 25, 2018 (the “Circular”) to its Shareholders. The notice convening the AGM of the Company to be held at 9:30 a.m. at 10 Floor, East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, PRC on Tuesday, May 29, 2018 was set out on pages 16 to 20 of the Circular. A supplemental notice of the AGM, which should be read in conjunction with the original notice of the AGM, is set out on pages 139 to 144 of this supplemental circular.

Whether or not you are able to attend and/or vote at the AGM in person, you are requested to complete the accompanying supplemental form of proxy (the “Second Proxy Form”) in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 9:30 a.m. on Sunday, May 27, 2018. Completion and delivery of the Second Proxy Form will not preclude the Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish. May 10, 2018 CONTENTS

Page

DEFINITIONS ...... 1

LETTER FROM THE BOARD ...... 5

LETTER FROM THE INDEPENDENT BOARD COMMITTEE...... 19

LETTER FROM VBG CAPITAL...... 21

APPENDIX I — EQUITY VALUATION REPORTS ...... 39

APPENDIX II — PROPERTY VALUATION REPORTS ...... 103

APPENDIX III — GENERAL INFORMATION ...... 135

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING ...... 139

—i— DEFINITIONS

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

“AGM” the annual general meeting of the Company to be convened and held at 9:30 a.m. at 10 Floor, East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, PRC on Tuesday, May 29, 2018 or any adjournment thereof (as the case may be). For details, please refer the meeting notice of the Company dated April 25, 2018 and the supplemental notice of the AGM, which is set out on pages 139 to 144 of this supplemental circular

“associate(s)” has the same meaning ascribed thereto under the Listing Rules

“Beijing Guoxing” Beijing Guoxing Real Estate Limited* (北京國興地產有限公司), a limited liability company incorporated in the PRC

“Board” the board of Directors of the Company

“Branch Share Registrar” Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement I” entered into among the Company, Garden Group, Beijing Guoxing, Chongqing Longsha and Guangdong Hongtai Guotong

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement II” entered into among the Company, Garden Group, Guangdong Hongtai Guotong and Guangdong Guosha

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement III” entered into among the Company, Garden Group, Tianjin Guoxing and Tianjin Tianfu Rongsheng

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement IV” entered into among the Company, Garden Group, Shantou Guosha and Sanya Jingheng

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement V” entered into among the Company, Garden Group, Shijiazhuang Guorui and Handan Guoxia

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement VI” entered into among the Company, Garden Group, Chongqing Longsha and Chongqing Guosha

—1— DEFINITIONS

“Capital Contribution the capital contribution agreement dated April 27, 2018 Agreement VII” entered into among the Company, Garden Group, Heshan Tengyue, Shantou Guosha and Jiangmen Yinghuiwan

“Capital Contribution Capital Contribution Agreement I, Capital Contribution Agreements” Agreement II, Capital Contribution Agreement III, Capital Contribution Agreement IV, Capital Contribution Agreement V, Capital Contribution Agreement VI and Capital Contribution Agreement VII

“Chairman Zhang” Mr. Zhang Zhangsun (張章笋), the controlling Shareholder, Chairman of the Board and president of the Company

“Chongqing Guosha” Chongqing Guosha Real Estate Development Co., Ltd.* (重慶國廈房地產開發有限公司), a limited liability company incorporated in the PRC

“Chongqing Longsha” Chongqing Longsha Real Estate Development Co., Ltd.* (重慶龍廈房地產開發有限公司), a limited liability company incorporated in the PRC

“Company” Guorui Properties Limited (國瑞置業有限公司), an exempted company with limited liability incorporated in the Cayman Islands under the name of “Glory Land Company Limited (國瑞置業有限公司)” and that carries on business in Hong Kong as “Guorui Properties Limited”

“connected person(s)” has the meaning ascribed thereto in the Listing Rules

“controlling shareholder” has the meaning ascribed thereto in the Listing Rules

“Designated Subsidiary” the subsidiary of the Company to be designated to hold the equity interest of the Target Companies, which shall be determined by the Company within three months upon signing of the Capital Contribution Agreements

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

“First Proxy Form” the proxy form which was sent to Shareholders on April 25, 2018 together with the Circular

“Garden Group” Shantou Garden Group Co., Ltd.* (汕頭花園集團有限公司), a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company

“Group” the Company and subsidiaries of the Company

—2— DEFINITIONS

“Guangdong Guosha” Guangdong Guosha Real Estate Co., Ltd.* (廣東國廈地產有限公司), a limited liability company incorporated in the PRC

“Guangdong Hongtai Guotong” Guangdong Hongtai Guotong Real Estate Co., Ltd.* (廣東宏泰國通地產有限公司), a limited liability company incorporated in the PRC

“Handan Guoxia” Handan Guoxia Real Estate Development Co., Ltd.* (邯鄲市國夏房地產開發有限公司), a limited liability company incorporated in the PRC

“Heshan Tengyue” Heshan Tengyue Real Estate Development Co., Ltd.* (鶴山市騰悅房地產開發有限公司), a limited liability company incorporated in the PRC

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

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

“Independent Board Committee” the independent committee of the Board, the members of which consist of the independent non-executive Directors, formed to advise the Independent Shareholders with respect to the Capital Contribution Agreements and the transactions contemplated thereunder

“Independent Financial Adviser” VBG Capital Limited, a licensed corporation to carry out or “VBG Capital” Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Capital Contribution Agreements and the transactions contemplated thereunder

“Independent Shareholders” Shareholders who are not required to abstain from voting on the resolutions proposed at the AGM for approving the Capital Contribution Agreements and the transactions contemplated thereunder

“Jiangmen Yinghuiwan” Jiangmen Yinghuiwan Real Estate Co., Ltd.* (江門映暉灣房地產有限公司), a limited liability company incorporated in the PRC

“Latest Practicable Date” May 4, 2018, being the latest practicable date of ascertaining certain information contained in this supplemental circular prior to its printing

—3— DEFINITIONS

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

“PRC” the People’s Republic of China, for the purpose of this supplemental circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“RMB” Renminbi, the lawful currency of the PRC

“Sanya Jingheng” Sanya Jingheng Properties Co., Ltd.* (三亞景恒置業有限公司), a limited liability company incorporated in the PRC

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time

“Shantou Guosha” Shantou Guosha Real Estate Co., Ltd.* (汕頭市國廈地產有限公司), a limited liability company incorporated in the PRC

“Share(s)” ordinary share(s) of HK$0.001 each in the share capital of the Company

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

“Shijiazhuang Guorui” Shijiazhuang Guorui Real Estate Development Co., Ltd.* (石家莊國瑞房地產開發有限公司), a limited liability company incorporated in the PRC

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Company(ies)” Guangdong Hongtai Guotong, Guangdong Guosha, Tianjin Tianfu Rongsheng, Sanya Jingheng, Handan Guoxia, Chongqing Guosha and/or Jiangmen Yinghuiwan (as the case may be)

“Tianjin Guoxing” Tianjin Guoxing Real Estate Co., Ltd.* (天津國興地產有限公司), a limited liability company incorporated in the PRC

“Tianjin Tianfu Rongsheng” Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd.* (天津天富融盛房地產開發有限公司), a limited liability company incorporated in the PRC

“%” percentage

* for identification purpose only

—4— LETTER FROM THE BOARD

Executive Directors: Registered office: 2.14 Mr. Zhang Zhangsun (張章笋) (Chairman) Cricket Square, Hutchins Drive Mr. Ge Weiguang (葛偉光) PO Box 2681 Ms. Ruan Wenjuan (阮文娟) Grand Cayman KY1-1111 Ms. Zhang Jin (張瑾) Cayman Islands

Independent non-executive Directors: Head office and principal place Mr. Luo Zhenbang (羅振邦) of business in Hong Kong: Mr. Lai Siming (賴思明) Suite 5103A, 51F, Central Plaza Ms. Chen Jingru (陳靜茹) 18 Harbour Road Hong Kong

May 10, 2018

To the Shareholders

Dear Sir or Madam,

I. INTRODUCTION

Reference is made to the announcement of the Company dated April 27, 2018 in relation to the Capital Contribution Agreements and the transactions contemplated thereunder.

—5— LETTER FROM THE BOARD

The purpose of this supplemental circular is (i) to provide the Shareholders with further information on the Capital Contribution Agreements and the transactions contemplated thereunder; (ii) to set out the recommendations from the Independent Board Committee to the Independent Shareholders in relation to the Capital Contribution Agreements and the transactions contemplated thereunder; (iii) to set out the letter from VBG Capital to the Independent Board Committee and the Independent Shareholders in relation to the Capital Contribution Agreements and the transactions contemplated thereunder; and (iv) a supplemental notice of the AGM setting out the resolutions in relation to the Capital Contribution Agreements.

II. PROPOSED CAPITAL CONTRIBUTIONS IN SEVEN REAL ESTATE PROJECT 14A.70(2) COMPANIES

1. INTRODUCTION

Reference is made to the announcement of the Company dated April 27, 2018 in relation to the Capital Contribution Agreements and the transactions contemplated thereunder.

In August 2017, Garden Group, an indirect wholly-owned subsidiary of the Company, made capital contributions or acquisition in the Target Companies. Upon completion of the abovementioned transactions, Garden Group directly holds 10% equity interest in each of the Target Companies as at the Latest Practicable Date. For details, please refer to the announcement of the Company dated August 31, 2017.

With confidence in the potential development of the Target Companies, on April 27, 2018, the Company decided to increase its shareholding in the Target Companies, and signed seven Capital Contribution Agreements with the Target Companies and their existing shareholders, respectively, to (i) acquire 10% equity interest held by Garden Group in the Target Companies; (ii) make further capital contributions in the Target Companies; and (iii) cooperate in their real estate projects. Upon completion of the Capital Contribution Agreements, the financial results of each of the Target Companies will be consolidated into those of the Group.

2. CAPITAL CONTRIBUTION AGREEMENTS

The principal terms of the Capital Contribution Agreements are substantially the same, which are summarized as below:

Date:

April 27, 2018 14.70(3)

Parties:

(i) Capital Contribution Agreement I

the Company (as the new investor through the Designated Subsidiary); Garden Group, Beijing Guoxing, Chongqing Longsha (as the existing shareholders); Guangdong Hongtai Guotong (as the Target Company).

—6— LETTER FROM THE BOARD

(ii) Capital Contribution Agreement II

the Company (as the new investor through the Designated Subsidiary); Garden Group, Guangdong Hongtai Guotong (as the existing shareholders); Guangdong Guosha (as the Target Company).

(iii) Capital Contribution Agreement III

the Company (as the new investor through the Designated Subsidiary); Garden Group, Tianjin Guoxing (as the existing shareholders); Tianjin Tianfu Rongsheng (as the Target Company).

(iv) Capital Contribution Agreement IV

the Company (as the new investor through the Designated Subsidiary); Garden Group, Shantou Guosha (as the existing shareholders); Sanya Jingheng (as the Target Company).

(v) Capital Contribution Agreement V

the Company (as the new investor through the Designated Subsidiary); Garden Group, Shijiazhuang Guorui (as the existing shareholders); Handan Guoxia (as the Target Company).

(vi) Capital Contribution Agreement VI

the Company (as the new investor through the Designated Subsidiary); Garden Group, Chongqing Longsha (as the existing shareholders); Chongqing Guosha (as the Target Company).

(vii) Capital Contribution Agreement VII

the Company (as the new investor through the Designated Subsidiary); Garden Group, Heshan Tengyue, Shantou Guosha (as the existing shareholders); Jiangmen Yinghuiwan (as the Target Company).

Share Transfer: 14A.69(1) 14A.69(3)

Garden Group will transfer all its equity interest (i.e. 10% equity interest) in each of the Target Companies to the Designated Subsidiary for a consideration which is equivalent to its original subscription/acquisition cost as set out in the announcement of the Company dated August 31, 2017 as follows (the “Original Cost”):

(i) RMB67.02 million for 10% equity interest in Guangdong Hongtai Guotong under Capital Contribution Agreement I;

—7— LETTER FROM THE BOARD

(ii) RMB11.37 million for 10% equity interest in Guangdong Guosha under Capital Contribution Agreement II;

(iii) RMB44.89 million for 10% equity interest in Tianjin Tianfu Rongsheng under Capital Contribution Agreement III;

(iv) RMB67.13 million for 10% equity interest in Sanya Jingheng under Capital Contribution Agreement IV;

(v) RMB31.43 million for 10% equity interest in Handan Guoxia under Capital Contribution Agreement V;

(vi) RMB12.08 million for 10% equity interest in Chongqing Guosha under Capital Contribution Agreement VI; and

(vii) RMB34.34 million for 10% equity interest in Jiangmen Yinghuiwan under Capital Contribution Agreement VII.

The consideration will be paid by the Designated Subsidiary to Garden Group in cash within 12 months after the Company determines the Designated Subsidiary. The Designated Subsidiary will be a wholly-owned subsidiary of the Company. Accordingly, such transactions constitute intra-group transactions of the Company.

Capital Contributions:

To subscribe for additional shareholding in the Target Companies, the Company will make further capital contributions in the Target Companies through the Designated Subsidiary as follows:

(i) to contribute RMB366.98 million in Guangdong Hongtai Guotong under Capital Contribution Agreement I so as to hold 35% equity interest upon completion of the share transfer and capital contribution;

(ii) to contribute RMB46.77 million in Guangdong Guosha under Capital Contribution Agreement II so as to hold 51% equity interest upon completion of the share transfer and capital contribution;

(iii) to contribute RMB171.06 million in Tianjin Tianfu Rongsheng under Capital Contribution Agreement III so as to hold 35% equity interest upon completion of the share transfer and capital contribution;

(iv) to contribute RMB253.82 million in Sanya Jingheng under Capital Contribution Agreement IV so as to hold 35% equity interest upon completion of the share transfer and capital contribution;

(v) to contribute RMB87.22 million in Handan Guoxia under Capital Contribution Agreement V so as to hold 35% equity interest upon completion of the share transfer and capital contribution;

—8— LETTER FROM THE BOARD

(vi) to contribute RMB72.58 million in Chongqing Guosha under Capital Contribution Agreement VI so as to hold 51% equity interest upon completion of the share transfer and capital contribution; and

(vii) to contribute RMB170.17 million in Jiangmen Yinghuiwan under Capital Contribution Agreement VII so as to hold 51% equity interest upon completion of the share transfer and capital contribution.

The capital contribution shall be paid by the Designated Subsidiary in cash within 12 months after the Designated Subsidiary is registered as the new shareholder of the Target Company.

For the avoidance of doubt, neither Mr. Zhang Zhangqiao nor the existing shareholders of the Target Companies (other than the Company) will make any further capital contribution in the Target Companies under the Capital Contribution Agreement. Accordingly, the indirect equity interest of Mr. Zhang Zhangqiao in the Target Companies will be diluted while the ultimate equity interest of the Company in the Target Companies will increase. For details, please refer to the shareholding structure of the Target Companies before and after the Capital Contribution Agreements as disclosed in the paragraph headed “3. Information on the Target Companies” below.

Each of the capital contribution amount under the Capital Contribution Agreements was determined based on arm’s length negotiations among the parties with reference to (i) the Original Cost; (ii) the appraised market value of 10% equity interest of the Target Company (the “10% Equity Valuation”) conducted by Colliers International (Hong Kong) Ltd., a professional valuer independent of the Company and its connected persons; and (iii) the shareholding of the Group in the Target Company upon completion. The calculation formula is as follows:

Capital Contribution Amount = 10% Equity Valuation * 10 * the Group’s shareholding upon 14A.69(2) completion - Original Cost

The table below further illustrates the above calculation formula:

Total shareholding upon completion of the share The transfer and Amount of The Original 10% Equity capital Capital Cost Valuation contribution Contribution = Target Company (A) (B) (C) (B)*10*(C)-(A) (RMB’ million) (RMB’ million) (%) (RMB’ million)

Guangdong Hongtai Guotong 67.02 124.00 35 366.98 Guangdong Guosha 11.37 11.40 51 46.77 Tianjin Tianfu Rongsheng 44.89 61.70 35 171.06 Sanya Jingheng 67.13 91.70 35 253.82 Handan Guoxia 31.43 33.90 35 87.22 Chongqing Guosha 12.08 16.60 51 72.58 Jiangmen Yinghuiwan 34.34 40.10 51 170.17

—9— LETTER FROM THE BOARD

The valuation date of the 10% Equity Valuation is February 28, 2018. Such valuation was prepared by asset-based approach. For details of the valuation reports of 10% Equity Valuation (including the assumptions and basis), please refer to Appendix I to this supplemental circular.

Corporate Governance:

The Designated Subsidiary is entitled to nominate two out of three directors at the board of the Target Company. Further, the CEO and CFO of the Target Company will be nominated by the Designated Subsidiary.

Project Cooperation:

The Designated Subsidiary will be in charge of the operation and management of the Target Company and its project development. The other shareholders of the Target Company will proactively cooperate with the Designated Subsidiary to promote and maintain the brand of “Guorui Properties”.

Condition:

The completion of the Capital Contribution Agreement is only conditional upon obtaining the approval by the Independent Shareholders in respect of the Capital Contribution Agreement. For the avoidance of doubt, the Capital Contribution Agreements are not inter-conditional to each other.

Save for the capital contributions and corporate governance under the Capital Contribution Agreement as set out above, the other agreed substantial commercial terms in the subscription and cooperation agreements dated August 31, 2017 remain unchanged. When 90% of the projects directly invested by these Target Companies are developed for delivery, the Company shall negotiate a divestment method with Mr. Zhang Zhangqiao. The Company will perform the relevant compliance procedures in accordance with the applicable Listing Rules in due course.

3. INFORMATION ON THE TARGET COMPANIES

Each of the Target Companies is a limited liability company established in the PRC and is 14A.69(1) principally engaged in real estate development business.

As at the Latest Practicable Date, the Target Companies are primarily developing the following real estate projects:

(i) Elegant Mansion (藏瓏華府)

Guangdong Hongtai Guotong is principally engaged in the real estate developing of Elegant Mansion (藏瓏華府) and property management since its establishment in 2012. Elegant Mansion is a developing composite development located south of Weiye Avenue (偉業大道), Chencun Town (陳村鎮), Shunde District (順德區), Foshan. It comprises three neighbouring pieces of

—10— LETTER FROM THE BOARD land, grouping an irregular-shaped land lot with a total site area of 202,610.67 sq m. According to the development plan, Elegant Mansion will be developed into high-rise residential, apartment, retail and underground car park with a total proposed gross floor area (GFA) of 745,807.11 sq m. As at the Latest Practicable Date, it is under construction.

(ii) Four Season Spring City (四季泉城)

Guangdong Guosha is principally engaged in the real estate developing of Four Season Spring City (四季泉城) and property management since its establishment in 2017. Four Season Spring City is a developing residential community located at south of No.369 Provincial Road, Sanshan Village, Shengtang Town, Enping, Jiangmen. It comprises two neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 106,091.31 sq m. According to the development plan, Four Season Spring City will be developed into high-rise residential, retail, townhouse and underground car park with a total proposed GFA of 246,862.00 sq m. As at the Latest Practicable Date, it is under construction.

(iii) Brown Stone Town (融泰城)

Tianjin Tianfu Rongsheng is principally engaged in the real estate developing of Brown Stone Town (融泰城) and property management since its establishment in 2013. Brown Stone Town is a developing residential community located No. 215 Xiuchuan Road (秀川路), Liqizhuang Street (李七莊街), Xiqing District (西青區), Tianjin. It comprises an irregular-shaped land lot with a total site area of 137,816.40 sq m. According to the development plan, Brown Stone Town will be developed in three phases and comprise high-rise residential, garden house and underground car park. Upon completion, Brown Stone Town will have a total proposed gross floor area (GFA) of 285,484.90 sq m. As at the Latest Practicable Date, it is under construction.

(iv) Glory Hongtang Bay (國瑞 • 紅塘灣)

Sanya Jingheng is principally engaged in the real estate developing of Glory Hongtang Bay and property management since its establishment in 2016. Glory Hongtang Bay is a developing residential community located at Hongtangwan Tourism Resort (紅塘灣旅遊度假區), Tianya District, Sanya. It comprises five neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 96,736.87 sq m. According to the development plan, Glory Hongtang Bay will be developed into mid-rise residential, apartment, townhouse and underground car park with a total proposed gross floor area (GFA) of 182,307.36 sq m. As at the Latest Practicable Date, it is under construction.

—11— LETTER FROM THE BOARD

(v) Glory Pinnacle (國瑞瑞城)

Handan Guoxia is principally engaged in the real estate developing of Glory Pinnacle since its establishment in 2016. Glory Pinnacle (國瑞瑞城) is a developing residential community located south of Lingyuan Road (陵園路) and west of Fuhe Avenue (滏河大街), Hanshan District (邯山區), Handan. It comprises four neighbouring pieces of land grouping an irregular-shaped land lot with a total site area of 161,735.80 sq m. According to the development plan, Glory Pinnacle will comprise high-rise residential, apartment, shopping mall, retail podium, club house, underground car park and other facilities with a total proposed gross floor area (GFA) of 850,711.46 sq m. As at the Latest Practicable Date, it is under construction.

(vi) Elegant Villa (書香溪墅)

Chongqing Guosha is principally engaged in the real estate development of Elegant Villa (書香溪墅) and property management since its establishment in 2013. Elegant Villa is a developing residential community located at Lot U10-1-1/02, U10-1-6/02 and U10-1-10/02, Xiyong Goup (西永組團), Shapingba District (沙坪壩區), Chongqing. It comprises three neighbouring pieces of land grouping an irregular-shaped land lot with a total site area of 205,947.00 sq m. According to the development plan, Elegant Villa will be developed into high-rise residential, garden house, townhouse and underground car park with a total proposed gross floor area (GFA) of 416,547.63 sq m. As at the Latest Practicable Date, it is under construction.

(vii) Lake Manor Villa (山湖海)

Jiangmen Yinghuiwan is principally engaged in the real estate developing of Lake Manor Villa (山湖海) and property management since its establishment in 2009. Lake Manor Villa is a developing residential community located at Gonghe Ecological Park, Gonghe Avenue, Gonghe Town, Heshan, Jiangmen. It comprises twelve neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 407,456.91 sq m. According to the development plan, Lake Manor Villa will be developed into high-rise residential, townhouse, retail and underground car park with a total proposed GFA of 729,640.01 sq m. As at the Latest Practicable Date, it is under construction.

For details of the above real estate projects operated by the Target Companies, please refer to the property valuation reports in Appendix II to this supplemental circular.

—12— LETTER FROM THE BOARD

The table below sets forth the unaudited financial information of the Target Companies which were prepared in accordance with the PRC GAAP:

Unit: RMB

Net profit (loss) before tax Net profit (loss) after tax

Net asset as at for the year endedfor the year ended for the year endedfor the year ended December 31, December 31, December 31, December 31, December 31, Target Company 2017 2016 2017 2016 2017

Guangdong Hongtai Guotong 15,441,968.18 (65,656,079) (50,265,542.29) (78,328,126) (50,265,542.29) Guangdong Guosha* (325,380.52) — (325,380.52) — (325,380.52) Tianjin Tianfu Rongsheng 223,065,385.41 (68,257,952) (28,744,752.14) (68,257,952) (43,168,651.54) Sanya Jingheng 521,410,705.43 (2,480) (11,486,178.52) (2,480) (11,486,345.08) Handan Guoxia 63,112,273.65 (12,586,500) (24,301,226.06) (12,586,500) (24,301,226.06) Chongqing Guosha (16,542,385.94) (8,138,361) (9,382,964.58) (11,036,196) (17,644,496.37) Jiangmen Yinghuiwan 173,954,786.67 (345,075) (4,323,939.19) (345,075) (4,323,939.19)

* Guangdong Guosha was established in 2017. ** As elaborated above, the real estate projects of the Target Companies are still under development. Accordingly, the past two years recorded net loss.

The table below illustrates the shareholding structure of the Target Companies as at the Latest Practicable Date and immediately upon completion of the Capital Contribution Agreements:

Upon completion of the Capital Target Company As at the Latest Practicable Date Contribution Agreements

Guangdong Hongtai Guotong the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 35%

Mr. Zhang Zhangqiao (through Beijing Mr. Zhang Zhangqiao (through Beijing Guoxing and Chongqing Longsha): 90% Guoxing and Chongqing Longsha): 65%

Guangdong Guosha the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 51%

Mr. Zhang Zhangqiao (through Guangdong Mr. Zhang Zhangqiao (through Guangdong Hongtai Guotong): 90% Hongtai Guotong): 49%

Tianjin Tianfu Rongsheng the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 35%

Mr. Zhang Zhangqiao (through Tianjin Mr. Zhang Zhangqiao (through Tianjin Guoxing): 90% Guoxing): 65%

Sanya Jingheng the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 35%

Mr. Zhang Zhangqiao (through Shantou Mr. Zhang Zhangqiao (through Shantou Guosha): 90% Guosha): 65%

—13— LETTER FROM THE BOARD

Upon completion of the Capital Target Company As at the Latest Practicable Date Contribution Agreements

Handan Guoxia the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 35%

Mr. Zhang Zhangqiao (through Mr. Zhang Zhangqiao (through Shijiazhuang Shijiazhuang Guorui): 90% Guorui): 65%

Chongqing Guosha the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 51%

Mr. Zhang Zhangqiao (through Chongqing Mr. Zhang Zhangqiao (through Chongqing Longsha): 90% Longsha): 49%

Jiangmen Yinghuiwan the Company (through Garden Group): the Company (through the Designated 10% Subsidiary): 51%

Mr. Zhang Zhangqiao (through Heshan Mr. Zhang Zhangqiao (through Heshan Tengyue and Shantou Guosha): 90% Tengyue and Shantou Guosha): 49%

Upon completion of the Capital Contribution Agreements, as the Company will ultimately control the majority of the board of the Target Companies, the financial results of each of the Target Companies will be consolidated into those of the Group.

4. REASONS FOR AND BENEFITS OF THE TRANSACTIONS 14A.69(1)

As an integrated property developer, the Group is principally engaged in the property development business in cities such as Beijing, Haikou, Wanning and Langfang. As stated in the section headed “3. Information on the Target Companies”, the real estate projects that are being developed by the Target Companies are located in the cities where the Group has no real estate business. Upon completion of the Capital Contribution Agreements, the financial results of each of the Target Companies will be consolidated into those of the Group. The Company believes that, as a controlling shareholder in the Target Companies upon completion of the Capital Contribution Agreements, it can further explore potential development in such new cities. Further, the strategic cooperation between the Group and the Target Companies will help to boost the brand awareness of “Guorui Properties” in new cities and expand the urban layout and scale of the Company, which in turn will bring increased channels and opportunities for the Company to acquire land resources with high quality, making it more favorable for the Company to expand its urban layout and business scale.

—14— LETTER FROM THE BOARD

In addition, since the completion of the previous subscription / acquisition of 10% equity interest in August 2017, the Group has been cooperating with the Target Companies very well. With deepening understanding in the Target Companies, the Group has confidence over their potential development. Accordingly, the Company is willing to increase its shareholding in the Target Companies through the Capital Contribution Agreements. The Directors consider that the capital contributions to the Target Companies are strategically beneficial for the Group to further utilize its strengths and resources to expand its principal business. Further, as previously agreed by the parties, the Company will have a divestment arrangement upon 90% of the projects directly invested by these Target Companies are developed for delivery. It is expected that, with increased shareholding in the Target Companies, the Company will realize more returns under such divestment arrangement.

Taking into account the above factors, the Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Contribution Agreements are determined after arm’s length negotiation by the parties, and the transactions contemplated thereunder are conducted on normal commercial terms which are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

5. INFORMATION ON THE PARTIES 14A.70(3)

The Company is principally engaged in property development and investment business in the PRC.

Garden Group is a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company as at the Latest Practicable Date, which is mainly engaged in real estate operation business.

Each of Beijing Guoxing, Chongqing Longsha, Tianjin Guoxing, Shantou Guosha, Shijiazhuang Guorui and Heshan Tengyue is a limited liability company established in the PRC and is principally engaged in real estate development business. All of these companies are controlled by Mr. Zhang Zhangqiao.

Mr. Zhang Zhangqiao is the younger brother of Chairman Zhang. Chairman Zhang who is the controlling Shareholder, Chairman and president of the Company.

6. LISTING RULES IMPLICATION

The Target Companies are all companies controlled by Mr. Zhang Zhangqiao. Mr. Zhang 14A.70(4) Zhangqiao is the younger brother of Chairman Zhang. Therefore, pursuant to Chapter 14A of the Listing Rules, the Target Companies are all connected persons of the Company and the Capital Contribution Agreements and the transactions contemplated thereunder all constitute connected transactions of the Company.

—15— LETTER FROM THE BOARD

The applicable highest percentage ratio with respect to the transactions under the Capital Contribution Agreements on an aggregation basis exceeds 5% but is less than 25%. Therefore, these transactions are connected transactions which are subject to the announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules, and are discloseable transactions which are subject to the announcement requirement under Chapter 14 of the Listing Rules.

Chairman Zhang, Ms. Ruan Wenjuan (spouse of Chairman Zhang) and Ms. Zhang Jin (daughter 14A.70(11) of Chairman Zhang) have abstained from voting on the relevant resolutions on approving the Capital Contribution Agreements at the board meeting in accordance with the requirements of the Listing Rules. Save as disclosed above, no other Directors are materially interested in the Capital Contribution Agreements or are required to abstain from voting at the board meeting.

Upon completion of the Capital Contribution Agreements, the Target Companies will become connected subsidiaries of the Company, and the transactions between the Target Companies and the Company will consist connected transactions of the Company under Chapter 14A of the Listing Rules accordingly. The Company will comply with the applicable Listing Rules when entering into transactions (if any) with the Target Companies in the future.

III. SUPPLEMENTAL NOTICE OF THE AGM AND SECOND PROXY FORM

The notice convening the AGM of the Company to be held at 9:30 a.m. at 10 Floor, East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, PRC on Tuesday, May 29, 2018 was set out on pages 16 to 20 of the Circular. A supplemental notice of the AGM, which should be read in conjunction with the original notice of the AGM, is set out on pages 139 to 144 of this supplemental circular.

For particulars of other resolutions proposed at the AGM, eligibility for attending the AGM, registration procedures for attending the AGM, closure of register of members and other matters regarding the AGM, please refer to the notice and the circular of the AGM dated April 25, 2018.

Chairman Zhang and his associates hold an aggregate of 3,241,754,570 Shares as at the Latest 2.17(1) 14A.70(12) Practicable Date, representing approximately 72.94% of the total issued share capital of the Company. They control the voting power attaching to the above Shares and shall abstain from voting on the resolutions in relation to the Capital Contribution Agreements and the transactions contemplated thereunder. Save for the above-said and to the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, as at the Latest Practicable Date, no other Shareholders was interested in the Capital Contribution Agreements and the transactions contemplated thereunder.

The First Proxy Form for use at the AGM together with the notice of the AGM, has been despatched to the Shareholders and is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.glorypty.com) on April 25, 2018, respectively.

—16— LETTER FROM THE BOARD

Since the First Proxy Form does not contain the proposed resolutions in relation to the Capital Contribution Agreements and the transactions contemplated thereunder as set out in this supplemental circular, the Second Proxy Form has been prepared and is enclosed with this supplemental circular.

Whether or not you are able to attend and/or vote at the AGM in person, you are requested to complete the Second Proxy Form in accordance with the instructions printed thereon and return it to the Company’s Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not later than 9:30 a.m. on Sunday, May 27, 2018. Completion and delivery of the Second Proxy Form will not preclude the Shareholders from attending and voting at the AGM or any adjournment thereof if they so wish.

A Shareholder who has not yet lodged the First Proxy Form with the Branch Share Registrar is requested to lodge the Second Proxy Form if he/she wishes to appoint proxies to attend and vote at the AGM on his/her behalf. In this case, the First Proxy Form should not be lodged with the Branch Share Registrar.

A Shareholder who has already lodged the First Proxy Form with the Branch Share Registrar should note that:

(i) If no Second Proxy Form is lodged with the Branch Share Registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form lodged by him/her. The proxy so appointed by the Shareholder will be entitled to cast the vote at his/her discretion or to abstain from voting on any resolution properly put to the AGM (including, if properly put, the resolutions in relation to the Capital Contribution Agreements and the transactions contemplated thereunder as set out in this supplemental circular) except for the resolutions to which the Shareholder has indicated his/her voting direction in the First Proxy Form.

(ii) If the Second Proxy Form is lodged with the Branch Share Registrar before the deadline, the Second Proxy Form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by him/her. The Second Proxy Form will be treated as a valid proxy form lodged by the Shareholder.

(iii) If the Second Proxy Form is lodged with the Branch Share Registrar after the deadline, or if lodged before the deadline but is incorrectly completed, the proxy appointment under the Second Proxy Form will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no Second Proxy Form was lodged with the Branch Share Registrar. Accordingly, Shareholders are advised to complete the Second Proxy Form carefully and lodge the Second Proxy Form with the Branch Registrar before the deadline.

—17— LETTER FROM THE BOARD

IV. RECOMMENDATIONS

Your attention is drawn to the letter from the Independent Board Committee set out on pages 19 to 20 of this supplemental circular, which contains its recommendations to the Independent Shareholders in respect of the Capital Contribution Agreements and the transactions contemplated thereunder.

Your attention is also drawn to the letter from VBG Capital as set out on pages 21 to 38 of this supplemental circular, which contains its independent advice to the Independent Board Committee and the Independent Shareholders in respect of the Capital Contribution Agreements and the transactions contemplated thereunder.

The Directors (including independent non-executive Directors) consider that the Capital Contribution Agreements and the transactions contemplated thereunder are not in the ordinary course of business, are fair and reasonable and in the interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the relevant resolutions.

V. OTHER INFORMATION

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

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By order of the Board Guorui Properties Limited Zhang Zhangsun Chairman

—18— LETTER FROM THE INDEPENDENT BOARD COMMITTEE

14A.70(6)

May 10, 2018

To the Independent Shareholders

Dear Sirs or Madams,

DISCLOSEABLE AND CONNECTED TRANSACTION: PROPOSED CAPITAL CONTRIBUTIONS IN SEVEN REAL ESTATE PROJECT COMPANIES

We refer to the supplemental circular of the Company dated May 10, 2018 to the Shareholders of the Company (the “Supplemental Circular”), of which this letter forms part (terms defined in the Supplemental Circular shall have the same meanings when used in this letter, unless the context requires otherwise).

We have been appointed by the Board as the Independent Board Committee to advise you as to the fairness and reasonableness of the Capital Contribution Agreements and the transactions contemplated thereunder.

VBG Capital has been appointed by the Company as the Independent Financial Adviser to advise you and us in this regard. Details of its independent advice, together with the principal factors and reasons it has taken into consideration in arriving at its recommendations are set out in its letter set out on pages 21 to 38 of the Supplemental Circular.

Your attention is also drawn to the letter from the Board set out on pages 5 to 18 of the Supplemental Circular and the additional information set out in the appendices to the Supplemental Circular.

Having taken into account the details of the Capital Contribution Agreements and the transactions contemplated thereunder, and having considered the interests of the Company and the Independent Shareholders, as well as the advice of VBG Capital, we consider that the Capital Contribution Agreements and the transactions contemplated thereunder, although they are not conducted in the ordinary or usual course of business of the Company, are on normal commercial terms

—19— LETTER FROM THE INDEPENDENT BOARD COMMITTEE or better, and the terms and details thereof are fair and reasonable and are in the interests of the Company and its Shareholders as a whole. Accordingly, we recommend that the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM approving the Capital Contribution Agreements and the transactions contemplated thereunder.

Yours faithfully, For and on behalf of the Independent Board Committee Guorui Properties Limited Mr. Luo Zhenbang Mr. Lai Siming Ms. Chen Jingru Independent non-executive Directors

—20— LETTER FROM VBG CAPITAL

Set out below is the text of a letter received from VBG Capital Limited, the Independent 14A.70(6) Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Capital Contribution Agreements for the purpose of inclusion in this supplemental circular.

18/F., Prosperity Tower 39 Queen’s Road Central Hong Kong

10 May 2018

To: The independent board committee and the independent shareholders of Guorui Properties Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO PROPOSED CAPITAL CONTRIBUTIONS IN SEVEN REAL ESTATE PROJECT COMPANIES

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Capital Contribution Agreements, details of which are set out in the letter from the Board (the “Letter from the Board”) contained in the supplemental circular dated 10 May 2018 issued by the Company to the Shareholders (the “Supplemental Circular”), of which this letter of advice forms part. Terms used in this letter of advice shall have the same meanings as ascribed to them under the section headed “Definitions” in the Supplemental Circular unless the context requires otherwise.

Reference is made to the announcement of the Company dated 31 August 2017 (the “Previous Announcement”). On 31 August 2017, Garden Group entered into six subscription and cooperation agreements to make capital contributions in six Target Companies and cooperate in their respective real estate projects. Upon completion of the capital contributions, Garden Group directly holds 10% of the equity interest in each of those six Target Companies. Concurrently, Garden Group also entered into an equity acquisition and cooperation agreement, pursuant to which Garden Group acquired 10% equity interest in the remaining one of the seven Target Companies and cooperated in its real estate project (altogether, the “Previous Agreement(s)” and the “Previous Transaction(s)”).

With confidence in the potential development of all seven Target Companies, on 27 April 2018, the Company entered into seven Capital Contribution Agreements with those seven Target Companies and their respective existing shareholders (including Garden Group) to (i) transfer 10% equity interest in each of the Target Companies held by Garden Group to the Designated Subsidiary; (ii) make further capital contributions in the Target Companies; and (iii) cooperate in their real estate projects. Upon completion of the Capital Contribution Agreements, the financial results of each of the Target Companies will be consolidated into the financial statements of the Group.

—21— LETTER FROM VBG CAPITAL

According to the Letter from the Board, the transactions contemplated under the Capital Contribution Agreements constitute discloseable and connected transactions for the Company under Chapters 14 and 14A of the Listing Rules respectively, and shall be subject to the reporting, announcement and independent shareholders’ approval requirements.

The Independent Board Committee comprising Mr. Luo Zhenbang, Mr. Lai Siming and Ms. Chen Jingru (all being the independent non-executive Directors) has been established to advise the Independent Shareholders on (i) whether the terms of the Capital Contribution Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; (ii) whether the transactions contemplated under the Capital Contribution Agreements are in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the resolutions to approve the Capital Contribution Agreements and the respective transactions contemplated thereunder at the AGM. We, VBG Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

OUR INDEPENDENCE

As at the Latest Practicable Date, we did not have any business relationship with the Company within the past two years. Save for the normal fees payable to us in connection with this appointment, no arrangement exists whereby we shall receive any fees or benefits from the Company and its subsidiaries or the Directors, chief executive or substantial shareholders (as defined in the Listing Rules) of the Company or any of their associates. We consider ourselves independent to form our opinion in respect of the Capital Contribution Agreements and the respective transactions contemplated thereunder.

BASIS OF OUR OPINION

In formulating our opinion with regard to the Capital Contribution Agreements, we have relied on the information and facts supplied, opinions expressed and representations made to us by the management of the Group (including but not limited to those contained or referred to in the Previous Announcement, the announcement(s) of the Company regarding the Capital Contribution Agreements and the Supplemental Circular). We have assumed that the information and facts supplied, opinions expressed and representations made to us by the management of the Group were true, accurate and complete at the time they were made and continue to be true, accurate and complete in all material aspects until the date of the Supplemental Circular. We have also assumed that all statements of belief, opinions, expectation and intention made by the management of the Group in the Supplemental Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Supplemental Circular, or the reasonableness of the opinions expressed by the Company, its management and/or advisers, which have been provided to us.

—22— LETTER FROM VBG CAPITAL

The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Supplemental Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Supplemental 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 in the Supplemental Circular or the Supplemental Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Supplemental Circular, save and except for this letter of advice.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs or future prospects of the Group, the Target Companies, the existing shareholders of the Target Companies or their respective shareholders, subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Capital Contribution Agreements. Our opinion is necessarily based on the market, financial, economic and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. Nothing contained in this letter of advice should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.

We have not made any independent evaluation or appraisal of the assets and liabilities of the Group or the Target Companies, and we have not been furnished with any such evaluation or appraisal, save and except for the equity valuation reports (the “Equity Valuation Report(s)”) prepared by Colliers International Hong Kong Limited (the “Valuer”) as set out in Appendix I to the Supplemental Circular in respect of the appraised value of 10% equity interests of each of the Target Companies. Since we are not expert in valuation of assets, land or property, we have relied solely upon the Equity Valuation Reports for the appraised value of 10% equity interests of each of the Target Companies as at 28 February 2018 (the “Valuation Date”) (the “Valuation(s)”).

Where information in this letter of advice has been extracted from published or otherwise publicly available sources, we have ensured that such information has been correctly and fairly extracted, reproduced or presented from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of such information.

—23— LETTER FROM VBG CAPITAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion in respect of the Capital Contribution Agreements, we have taken into consideration the following principal factors and reasons:

1. Background of and reasons for the Capital Contribution Agreements

Financial and business overview of the Group

The Group is principally engaged in the property development and investment business in the PRC. Set out below is a summary of the audited consolidated financial information of the Group for the two years ended 31 December 2017 as extracted from the Company’s annual report for the year ended 31 December 2017 (the “2017 Annual Report”):

For the year ended For the year ended 31 December 2017 31 December 2016 RMB’000 RMB’000

Revenue 6,787,415 8,034,581 Profit for the year 2,039,511 1,955,688

As depicted by the above table, the Group’s revenue was approximately RMB6,787.4 million for the year ended 31 December 2017, representing a decrease of approximately 15.5% as compared to the prior year. According to the 2017 Annual Report, such decrease was primarily due to the decreased revenue from property development. Revenue from property development was approximately RMB6,381.7 million in 2017, representing a decrease of approximately 15.1% as compared to 2016. Despite the reduction in revenue, the Group’s net profit increased by approximately 4.3% from approximately RMB1,955.7 million for the year ended 31 December 2016 to approximately RMB2,039.5 million for the year ended 31 December 2017.

The Group also achieved significant advancement in business performance in 2017. As extracted from the 2017 Annual Report, the contracted sales of the Group amounted to approximately RMB14,876.7 million for the year ended 31 December 2017, representing an increase of approximately 34.0% as compared to the prior year. Average selling price was approximately RMB16,260.7 per square metre (“sq.m”). during the same said year, representing an increase of approximately 55.9% as compared to 2016.

As advised by the Directors, the Group’s existing properties under development, properties held for future development and land reserves are mainly for residential purpose. In terms of regional and city layout, the Group’s property projects are primarily located in five cities, namely Beijing, Shenzhen, Shengyang, Shantou and Foshan of the PRC. Going forward, the Group will continue to focus its development in the “Beijing Tianjin Hebei” region, “Pearl River Delta” region as well as “Yangtze River Delta” region. In addition, the Group will leverage on the existing development to further expand its footprint to potential regions which are expected to benefit from the “One Belt, One Road” and “Guangdong-Hong Kong-Macao Great Bay Area” national strategies.

—24— LETTER FROM VBG CAPITAL

Information on the Target Companies

Each of the Target Companies is a limited liability company established in the PRC and is principally engaged in real estate development business.

The table below sets forth the unaudited financial information of the Target Companies as extracted from the Letter from the Board:

Net Net loss after tax assests/(liabilities) as For the year ended For the year ended Target Company at 31 December 2017 31 December 2016 31 December 2017 (RMB) (RMB) (RMB)

Guangdong Hongtai Guotong 15,441,968 (78,328,126) (50,265,542) Guangdong Guosha (325,381) Not applicable as (325,381) Guangdong Guosha was established in 2017 Tianjin Tianfu Rongsheng 223,065,385 (68,257,952) (43,168,652) Sanya Jingheng 521,410,705 (2,480) (11,486,345) Handan Guoxia 63,112,274 (12,586,500) (24,301,226) Chongqing Guosha (16,542,386) (11,036,196) (17,644,496) Jiangmen Yinghuiwan 173,954,787 (345,075) (4,323,939)

Given that the real estate projects held by the Target Companies are still in the construction stage (for details, please refer to the paragraphs below), the Target Companies have been loss making for the two consecutive years ended 31 December 2017. As we noted from their unaudited management accounts, the loss was mainly due to sales and other operating and management expenses.

As at the Latest Practicable Date, the Target Companies were primarily developing the following real estate projects:

Elegant Mansion (藏瓏華府)

Guangdong Hongtai Guotong is principally engaged in the real estate development of Elegant Mansion and property management since its establishment in 2012. Elegant Mansion is a developing composite development located at south of Weiye Avenue (偉業大道), Chencun Town (陳村鎮), Shunde District (順德區), Foshan. It comprises three neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 202,610.67 sq.m. According to the development plan, Elegant Mansion will be developed into high-rise residential, apartment, retail and underground car park with a total proposed gross floor area (“GFA”) of 745,807.11 sq.m. As at the Latest Practicable Date, it was still under construction.

—25— LETTER FROM VBG CAPITAL

Four Season Spring City (四季泉城)

Guangdong Guosha is principally engaged in the real estate development of Four Season Spring City and property management since its establishment in 2017. Four Season Spring City is a developing residential community located at south of No. 369 Provincial Road (369省道), Sanshan Village (三山村), Shengtang Town (聖堂鎮), Enping, Jiangmen. It comprises two neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 106,091.31 sq.m. According to the development plan, Four Season Spring City will be developed into high-rise residential, retail, townhouse and underground car park with a total proposed GFA of 246,862.00 sq.m. As at the Latest Practicable Date, it was still under preliminary construction.

Brown Stone Town (融泰城)

Tianjin Tianfu Rongsheng is principally engaged in the real estate development of Brown Stone Town and property management since its establishment in 2013. Brown Stone Town is a developing residential community located at No. 215 Xiuchuan Road (秀川路), Liqizhuang Street (李七莊街), Xiqing District (西青區), Tianjin. It comprises an irregular-shaped land lot with a total site area of 137,816.40 sq.m. According to the development plan, Brown Stone Town will be developed in three phases and comprise high-rise residential, garden house and underground car park. Upon completion, Brown Stone Town will have a total proposed GFA of 285,484.90 sq.m. As at the Latest Practicable Date, it was still under construction.

Glory Hongtang Bay (國瑞•紅塘灣)

Sanya Jingheng is principally engaged in the real estate development of Glory Hongtang Bay and property management since its establishment in 2016. Glory Hongtang Bay is a developing residential community located at Hongtangwan Tourism Resort (紅塘灣旅遊度假區), Tianya District (天涯區), Sanya. It comprises five neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 96,736.87 sq.m. According to the development plan, Glory Hongtang Bay will be developed into mid-rise residential, apartment, townhouse and underground car park with a total proposed GFA of 182,307.36 sq.m. As at the Latest Practicable Date, it was still under construction.

Glory Pinnacle (國瑞瑞城)

Handan Guoxia is principally engaged in the real estate development of Glory Pinnacle since its establishment in 2016. Glory Pinnacle is a developing residential community located at south of Lingyuan Road (陵園路) and west of Fuhe Avenue (滏河大街), Hanshan District (邯山區), Handan. It comprises four neighbouring pieces of land grouping an irregular-shaped land lot with a total site area of 161,735.80 sq.m. According to the development plan, Glory Pinnacle will comprise high-rise residential, apartment, shopping mall, retail podium, club house, underground car park and other facilities with a total proposed GFA of 850,711.46 sq.m. As at the Latest Practicable Date, it was still under construction.

—26— LETTER FROM VBG CAPITAL

Elegant Villa (書香溪墅)

Chongqing Guosha is principally engaged in the real estate development of Elegant Villa and property management since its establishment in 2013. Elegant Villa is a developing residential community located at Lot U10-1-1/02, U10-1-6/02 and U10-1-10/02, Xiyong Goup (西永組團), Shapingba District (沙坪壩區), Chongqing. It comprises three neighbouring pieces of land grouping an irregular-shaped land lot with a total site area of 205,947.00 sq.m. According to the development plan, Elegant Villa will be developed into high-rise residential, garden house, townhouse and underground car park with a total proposed GFA of 416,547.63 sq.m. As at the Latest Practicable Date, the garden house and townhouse portions were completed, while the high-rise and car park portions were under construction.

Lake Manor Villa (山湖海)

Jiangmen Yinghuiwan is principally engaged in the real estate development of Lake Manor Villa and property management since its establishment in 2009. Lake Manor Villa is a developing residential community located at Gonghe Ecological Park (共和生態公園), Gonghe Avenue (共和大道), Gonghe Town (共和鎮), Heshan, Jiangmen. It comprises twelve neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 407,456.91 sq.m. According to the development plan, Lake Manor Villa will be developed into high-rise residential, townhouse, retail and underground car park with a total proposed GFA of 729,640.01 sq.m. As at the Latest Practicable Date, it was still under construction.

Information on Garden Group

As referred to in the Letter from the Board, Garden Group is a limited liability company established in the PRC and an indirect wholly-owned subsidiary of the Company. Garden Group is principally engaged in real estate operation business.

Information on other existing shareholders of the Target Companies

As also referred to in the Letter from the Board, each of Beijing Guoxing, Chongqing Longsha, Tianjin Guoxing, Shantou Guosha, Shijiazhuang Guorui and Heshan Tengyue is a limited liability company established in the PRC and is principally engaged in real estate development business.

Overview of the PRC’s real estate market

As the real estate projects held by the Target Companies are mainly located in Guangdong Province, Tianjin City, Hainan Province, Hebei Province and Chongqing City of the PRC, we have researched for and set out below industry data regarding the real estate market of those regions:

Guangdong Province

According to the latest statistics released by the Statistics Bureau of Guangdong Province, Guangdong Province recorded gross domestic product and disposable income per capita of approximately RMB8,987.9 billion and RMB33,003.3 respectively in 2017, representing an increase

—27— LETTER FROM VBG CAPITAL of approximately 7.5% and 8.9% respectively as compared to prior year. In 2017, the total investment in real estate of Guangdong Province amounted to approximately RMB1,207.6 billion, increasing by approximately 17.2% over prior year. During 2017, sales of commodity premises in Guangdong Province amounted to approximately RMB1,879.3 billion, representing an increase of approximately 15.9% as compared to prior year. Among the total sales, sales of residence houses amounted to approximately RMB1,543.8 billion, representing an increase of approximately 8.4% as compared to prior year.

Tianjin City

According to the latest statistics released by the Statistics Bureau of Tianjin City, Tianjin City recorded gross domestic product and disposable income per capita of approximately RMB1,859.5 billion and RMB37,022.0 respectively in 2017, representing an increase of approximately 3.6% and 8.7% respectively as compared to prior year. In 2017, the total investment in real estate of Tianjin City amounted to approximately RMB223.3 billion, decreasing by approximately 2.9% over prior year. During 2017, sales of commodity premises in Tianjin City amounted to approximately RMB227.2 billion, representing a decrease of approximately 34.7% as compared to prior year.

In accordance with the commentary released in January 2018 by JLL regarding the real estate market of Tianjin City, Tianjin City’s residential market in 2017 was largely affected by the housing curb policies. The restriction for purchasing a second house for non-local resident and a third house for local families took effect in the second quarter of 2017. This, combined with several banks that stopped offering discounts on mortgage rates, pushed transaction volume down to low level. However, high-end housing price continued to rise at approximately 7.6% year on year by the end of 2017 regardless the housing curb policies, mainly because of the limited new supply and tight inventory level. JLL forecasted that even though the housing policy will remain tight during 2018, it would stablise the residential market in terms of price and sales volume. Moreover, as the fundamentals of Tianjin City’s economy continue to be positive, developers’ confidence on investment would still be solid and the demand for high quality residential housing would be able to support housing price and sales volume.

Hainan Province

According to the latest statistics released by the Statistics Bureau of Hainan Province, Hainan Province recorded gross domestic product and disposable income per capita of approximately RMB446.3 billion and RMB22,553.0 respectively in 2017, representing an increase of approximately 7.0% and 9.2% respectively as compared to prior year. In 2017, the total investment in real estate of Hainan Province amounted to approximately RMB205.3 billion, increasing by approximately 14.9% over prior year. During 2017, sales of commodity premises in Hainan Province amounted to approximately RMB271.4 billion, representing an increase of approximately 82.1% as compared to prior year.

—28— LETTER FROM VBG CAPITAL

Hebei Province

According to the latest statistics released by the Statistics Bureau of Hebei Province, Hebei Province recorded gross domestic product and disposable income per capita of approximately RMB3,596.4 billion and RMB21,484.0 respectively in 2017, representing an increase of approximately 6.7% and 8.9% respectively as compared to prior year. In 2017, the total investment in real estate of Hebei Province amounted to approximately RMB482.4 billion, increasing by approximately 2.7% over prior year. During 2017, sales of commodity premises in Hebei Province amounted to approximately RMB462.8 billion, representing an increase of approximately 7.6% as compared to prior year. Among the total sales, sales of residence houses amounted to approximately RMB392.5 billion, representing an increase of approximately 5.8% as compared to prior year.

Chongqing City

According to the latest statistics released by the Statistics Bureau of Chongqing City, Chongqing City recorded gross domestic product and disposable income per capita of approximately RMB1,950.0 billion and RMB24,153.0 respectively in 2017, representing an increase of approximately 9.3% and 9.6% respectively as compared to prior year. In 2017, the total investment in real estate of Chongqing City amounted to approximately RMB398.0 billion, increasing by approximately 6.8% over prior year. During 2017, sales of commodity premises in Chongqing City amounted to approximately RMB455.8 billion, representing an increase of approximately 32.8% as compared to prior year. Among the total sales, sales of residence houses amounted to approximately RMB360.2 billion, representing an increase of approximately 36.6% as compared to prior year.

Reasons for and possible benefits of the Capital Contribution Agreements

The Group is an integrated property developer in the PRC. The real estate projects which are being developed by the Target Companies are located in cities where the Group has no real estate business. Upon completion of the Capital Contribution Agreements, the financial results of each of the Target Companies will be consolidated into the financial statements of the Group. The Company believes that, as a controlling shareholder of the Target Companies upon completion of the Capital Contribution Agreements, it can further explore potential development in such new cities. Furthermore, the strategic cooperation between the Group and the Target Companies will help to boost the brand awareness of “Guorui Properties” in new cities and expand the urban layout and scale of the Company, which in turn will bring increased channels and opportunities for the Company to acquire land resources with high quality, making it more favourable for the Company to expand its urban layout and business scale.

As represented by the Directors, since the completion of the Previous Transactions in August 2017, the Group has been cooperating with the Target Companies very well. With deepening understanding in the Target Companies, the Group has confidence over its potential development. Accordingly, the Company is willing to increase its shareholding in the Target Companies through the Capital Contribution Agreements. The Directors consider that the capital contributions to the Target Companies are strategically beneficial for the Group to further utilise its strengths and resources to expand its principal business. Furthermore, as previously agreed by the parties, the Company has a

—29— LETTER FROM VBG CAPITAL divestment arrangement upon 90% of the projects directly invested by these Target Companies are developed for delivery. The Directors expected that, with increased shareholdings in the Target Companies, the Company would be able to realise more returns under such divestment arrangement.

In light of that (i) the real estate projects held by the Target Companies are located in the “Beijing, Tianjin, Hebei” region, “Guangdong-Hong Kong-Macao Great Bay Area” and areas along “One Belt, One Road” which could allow the Group to strategically expand its footprint in those potential regions; (ii) notwithstanding that the shareholding interests of the Group in each of the Target Companies after completion of the Capital Contribution Agreements are different, the Company will ultimately control the majority of the board of the Target Companies, and thus the Capital Contribution Agreements allow the Group to exercise control over the Target Companies such that it could utilise its strengths and expertise more smoothly, and achieve economies of scale through resources sharing; and (iii) as illustrated under the sub-section headed “Overview of the PRC’s real estate market” of this letter of advice, the prospects of the real estate market of the regions where the real estate projects of the Target Companies are located are generally promising, we concur with the Directors that all the Capital Contribution Agreements are in the interests of the Company and the Shareholders as a whole and are conducted in the ordinary and usual course of business of the Group.

2. Principal terms of the Capital Contribution Agreements

The principal terms of the Capital Contribution Agreements are substantially the same, which are summarised as follows:

Date: 27 April 2018

Parties: Capital Contribution Agreement I The Company (as the new investor through the Designated Subsidiary); Garden Group, Beijing Guoxing, Chongqing Longsha (as the existing shareholders); and Guangdong Hongtai Guotong (as the Target Company).

Capital Contribution Agreement II The Company (as the new investor through the Designated Subsidiary); Garden Group, Guangdong Hongtai Guotong (as the existing shareholders); and Guangdong Guosha (as the Target Company).

Capital Contribution Agreement III The Company (as the new investor through the Designated Subsidiary); Garden Group, Tianjin Guoxing (as the existing shareholders); and Tianjin Tianfu Rongsheng (as the Target Company).

—30— LETTER FROM VBG CAPITAL

Capital Contribution Agreement IV The Company (as the new investor through the Designated Subsidiary); Garden Group, Shantou Guosha (as the existing shareholders); and Sanya Jingheng (as the Target Company).

Capital Contribution Agreement V The Company (as the new investor through the Designated Subsidiary); Garden Group, Shijiazhuang Guorui (as the existing shareholders); and Handan Guoxia (as the Target Company).

Capital Contribution Agreement VI The Company (as the new investor through the Designated Subsidiary); Garden Group, Chongqing Longsha (as the existing shareholders); and Chongqing Guosha (as the Target Company).

Capital Contribution Agreement VII The Company (as the new investor through the Designated Subsidiary); Garden Group, Heshan Tengyue, Shantou Guosha (as the existing shareholders); and Jiangmen Yinghuiwan (as the Target Company).

Share transfer: Garden Group will transfer all its equity interest (i.e. 10% equity interest) in each of the Target Companies to the Designated Subsidiary for a consideration which is equivalent to its original subscription/ acquisition cost as set out in the Previous Announcement (the “Original Cost”):

(i) RMB67.02 million for 10% equity interest in Guangdong Hongtai Guotong under Capital Contribution Agreement I;

(ii) RMB11.37 million for 10% equity interest in Guangdong Guosha under Capital Contribution Agreement II;

(iii) RMB44.89 million for 10% equity interest in Tianjin Tianfu Rongsheng under Capital Contribution Agreement III;

(iv) RMB67.13 million for 10% equity interest in Sanya Jingheng under Capital Contribution Agreement IV;

(v) RMB31.43 million for 10% equity interest in Handan Guoxia under Capital Contribution Agreement V;

—31— LETTER FROM VBG CAPITAL

(vi) RMB12.08 million for 10% equity interest in Chongqing Guosha under Capital Contribution Agreement VI; and

(vii) RMB34.34 million for 10% equity interest in Jiangmen Yinghuiwan under Capital Contribution Agreement VII.

The consideration will be paid by the Designated Subsidiary to Garden Group in cash within 12 months after the Company determines the Designated Subsidiary. The Designated Subsidiary will be a wholly-owned subsidiary of the Company. Therefore, such transactions constitute intra-group transactions for the Company.

Capital contribution: To subscribe for additional shareholdings in the Target Companies, the Company will make further capital contributions in the Target Companies (the “Capital Contribution(s)”) through the Designated Subsidiary as follows:

(ii) to contribute RMB46.77 million in Guangdong Guosha under Capital Contribution Agreement II so as to hold 51% equity interest upon completion of the share transfer and capital contribution;

(iv) to contribute RMB253.82 million in Sanya Jingheng under Capital Contribution Agreement IV so as to hold 35% equity interest upon completion of the share transfer and capital contribution;

(v) to contribute RMB87.22 million in Handan Guoxia under Capital Contribution Agreement V so as to hold 35% equity interest upon completion of the share transfer and capital contribution;

(vi) to contribute RMB72.58 million in Chongqing Guosha under Capital Contribution Agreement VI so as to hold 51% equity interest upon completion of the share transfer and capital contribution; and

—32— LETTER FROM VBG CAPITAL

(vii) to contribute RMB170.17 million in Jiangmen Yinghuiwan under Capital Contribution Agreement VII so as to hold 51% equity interest upon completion of the share transfer and capital contribution.

The capital contribution shall be paid by the Designated Subsidiary in cash within 12 months after the Designated Subsidiary is registered as the new shareholder of the Target Company.

For the avoidance of doubt, neither Mr. Zhang Zhangqiao nor the existing shareholders of the Target Companies (other than the Company) will make any further capital contribution in the Target Companies under the Capital Contribution Agreements. Accordingly, the indirect equity interest of Mr. Zhang Zhangqiao in the Target Companies will be diluted while the ultimate equity interest of the Company in the Target Companies will increase. Shareholders may refer to the section headed “Information on the Target Companies” in the Letter from the Board regarding the shareholding structure of each of the Target Companies before and after the Capital Contribution Agreements.

The Capital Contributions

As advised by the Directors, the Capital Contribution under each of the Capital Contribution Agreements was determined with reference to (i) the Original Cost; (ii) the Valuation; and (iii) the shareholding of the Group in the Target Company upon completion of the Capital Contribution Agreements. The table below illustrates how the Capital Contributions under each of the Capital Contribution Agreements are calculated:

Total equity interest The Original Cost after the share for 10% equity transfer and capital Amount of Capital interest The Valuation contribution Contribution = Target Company (A) (B) (C) (B)*10*(C)-(A) (RMB’ million) (RMB’ million) % (RMB’ million)

Guangdong Hongtai Guotong 67.02 124.00 35 366.98 Guangdong Guosha 11.37 11.40 51 46.77 Tianjin Tianfu Rongsheng 44.89 61.70 35 171.06 Sanya Jingheng 67.13 91.70 35 253.82 Handan Guoxia 31.43 33.9 35 87.22 Chongqing Guosha 12.08 16.6 51 72.58 Jiangmen Yinghuiwan 34.34 40.1 51 170.17

—33— LETTER FROM VBG CAPITAL

The Valuations

We have reviewed the seven Equity Valuation Reports, sent out information request lists and held telephone interviews with the Valuer to enquire into the methodology adopted for and the basis and assumptions used in each of the Valuations. For our due diligence purpose, we have also reviewed and enquired into (i) the terms of engagement of the Valuer with the Company; (ii) the Valuer’s qualification and experience in relation to the preparation of the Equity Valuation Reports; and (iii) the steps and due diligence measures taken by the Valuer to arrive at the Valuations. From the mandate letter and other relevant information provided by the Valuer and based on our telephone interviews with them, we are satisfied with the terms of engagement of the Valuer as well as their qualification and experience for preparation of the Equity Valuation Reports. The Valuer also confirmed that they are independent to the Company, the Target Companies, the existing shareholders of the Target Companies and their respective associates.

In the course of our discussion with the Valuer, we understand that there are three commonly adopted valuation approaches for assets valuation, namely market approach, income approach and asset-based approach. Market approach is a valuation approach which determines the prevailing fair market value of companies by referring to comparables in the market based on one point of time on the valuation reference date in the capital market. As advised by the Valuer, the market approach was not adopted as the Valuer could not identify sufficient number of suitable comparables for reference. Income approach is a valuation approach which discounts the expected future revenue of the assets into present value with specific discount rates. The inherit value of the assets, which means their future profitability, is the basis of the income approach. As advised by the Valuer, the income approach was not adopted as it involves a number of subjective assumptions. The Valuer have adopted the asset-based approach to assess the appraised value of 10% equity interests of the Target Companies since the information required in the asset-based approach is available, which enables the Valuer to conduct a comprehensive assessment on the assets and liabilities of the Target Companies. As confirmed by the Valuer, the asset-based approach is widely considered as accepted valuation approach for valuing assets, it is consistent with normal market practice and in compliance with the relevant valuation standards in the PRC. In addition, the Valuations were prepared in accordance with the Business Valuation Standards (First Printed 2005) published by the Hong Kong Business Valuation Forum and the International Valuation Standards 2017 published by the International Valuation Standards Council, where applicable.

As explained by the Valuer, the asset-based approach indicates the value of a business or a company by adjusting the asset and liability balances on the valuation subject’s balance sheet to their market value equivalents. Under this approach, the assets of a business or a company are valued by reference to their own worth and without necessarily considering what profits they can generate. To estimate the Valuation, the Valuer restated the values of all types of assets of the Target Companies from book value (i.e. historical cost minus depreciation) to appropriate standards of value. After the restatement, the Valuer identified the indicated value of the Target Companies, or, by applying the accounting principle “assets minus liabilities”, arrived at the appraised value of the 10% equity interests of the Target Companies as at the Valuation Date.

—34— LETTER FROM VBG CAPITAL

Based on our discussion with the Valuer, we understand that their key valuation steps include:

(a) Property, plant and equipment

Property, plant and equipment mainly include transportation equipment and office equipment. The Valuer have assumed the book value in the management accounts as the fair value as at the Valuation Date as the items were still in use as at the Valuation Date and the total amount was not expected to be significantly different from its fair value.

(b) Property under development

The Valuer have valued the properties under development which are held by the Target Companies in the PRC on the basis that they will be developed and completed in accordance with the latest development plan. The Valuer have assumed that all consents, approvals and licenses from relevant government authorities for the development plans have been obtained without onerous conditions or delays.

As the tax payable is a debit balance stated in liability side in the management accounts, the Valuer have reclassified this item into tax recoverable in asset side based on its nature. For the valuation of tax recoverable, the Valuer have adopted the book value in the management accounts as at the Valuation Date.

(d) Bank balances and cash

For the valuation of bank balances and cash, the Valuer have adopted the book value in the management accounts as at the Valuation Date.

(e) Other receivables/ Accounts payable and accrued charges/ Receipt in advance/ Other payables/ Borrowings

For the valuation of the above items, the Valuer have adopted their respective book value in the management accounts as at the Valuation Date.

—35— LETTER FROM VBG CAPITAL

Further details of the basis and assumptions of the Valuations are included in the Equity Valuation Reports as contained in Appendix I to the Supplemental Circular. During our discussion with the Valuer regarding the methodology, basis and assumptions of the Valuations, we have not found any material facts which may lead us to doubt the fairness and reasonableness of the methodology, principal basis and assumptions adopted for or the information used in the Equity Valuation Reports. Nevertheless, Shareholders should note that valuation of assets usually involves assumptions and therefore the Valuations may or may not reflect the true market values of the Target Companies accurately.

Taking into account that the Capital Contributions were determined primarily based on the estimated appraised value of 10% equity interests of the Target Companies as at the Valuation Date which have been fairly and reasonably estimated by the Valuer, we are of the opinion that the Capital Contributions are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

The trading multiples and dividend yield analyses

Besides the Valuations, we have endeavoured to use other commonly adopted methods, i.e. the trading multiples (the price to book and price to earnings ratios) and dividend yield analyses, to assess the fairness and reasonableness of the Capital Contributions. Nevertheless, as each of the Target Companies does not have other material business operations save for the real estate development of one single real estate project, to the best of our knowledge and as far as we are aware of, we could not identify other comparable listed companies with similar scope and scale of business operations as the Target Companies. Moreover, the Target Companies have been making persistent losses in recent years. Therefore, the price multiples analysis is rather impracticable.

As for the dividend yield analysis, since the Target Companies had not declared any dividend to their shareholders during the year ended 31 December 2017, there is no basis to assess the Capital Contributions based on the historical dividend yield of the Target Companies. Hence, the dividend yield analysis would also be impracticable.

Corporate governance

Pursuant to the Capital Contribution Agreements, the Designated Subsidiary is entitled to nominate two out of three directors at the board of the Target Company. Moreover, the CEO and CFO of the Target Company will be nominated by the Designated Subsidiary.

Project cooperation

Pursuant to the Capital Contribution Agreements, the Designated Subsidiary will be in charge of the operation and management of the Target Company and its project development. The other shareholders of the Target Company will proactively cooperate with the Designated Subsidiary to promote and maintain the brand of “Guorui Properties”.

—36— LETTER FROM VBG CAPITAL

We are of the opinion that the terms on corporate governance and project cooperation ensure that the Group can exercise control over the Target Companies and the development of their respective real estate projects. As such, those terms are in the interests of the Company and the Shareholders as a whole.

Save for the terms on Capital Contributions, corporate governance and project cooperation under the Capital Contribution Agreements as set out above, the other agreed substantial commercial terms pursuant to the Previous Agreements shall remain unchanged. The Directors confirmed that when 90% of the projects directly invested by these Target Companies are developed for delivery, the Company shall negotiate a divestment method with Mr. Zhang Zhangqiao, and shall perform the relevant compliance procedures in accordance with the applicable Listing Rules in due course.

In view of the aforesaid principal terms of the Capital Contribution Agreements, we consider that the terms of all the Capital Contribution Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

3. Possible financial effects of the Capital Contribution Agreements

As confirmed by the Directors, upon completion of the Capital Contribution Agreements, as the Company will ultimately control the majority of the board of the Target Companies, the financial results of each of the Target Companies will be consolidated into those of the Group.

With reference to the 2017 Annual Report, the Group’s audited net asset value and cash and cash equivalent amounted to approximately RMB13,592.4 million and RMB1,591.5 million respectively as at 31 December 2017. In light of that (i) the share transfer under the Capital Contribution Agreements constitute intra-group transactions for the Company and the relevant consideration is equivalent to the Original Cost; (ii) the Capital Contributions were determined based on the appraised value of 10% equity interests of the Target Companies; and (iii) upon completion of the Capital Contribution Agreements, the financial results of each of the Target Companies will be consolidated into the financial statements of the Group, the Directors expected that the Capital Contribution Agreements would not have material impact on the net asset and cash position of the Group.

On the other hand, given the development potential of the real estate projects held by the Target Companies, the Directors expected that the future financial performance of the Group may improve after completion of the Capital Contribution Agreements.

It should be noted that the aforementioned analyses are for illustrative purpose only and do not purport to represent how the financial position of the Group will be upon completion of the Capital Contribution Agreements.

RECOMMENDATION

Having taken into consideration the factors and reasons as stated above, we are of the opinion that (i) the terms of all the Capital Contribution Agreements are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and (ii) all the Capital Contribution Agreements are in the interests of the Company and the Shareholders as a whole.

—37— LETTER FROM VBG CAPITAL

Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolutions to be proposed at the AGM to approve Capital Contribution Agreement I, Capital Contribution Agreement II, Capital Contribution Agreement III, Capital Contribution Agreement IV, Capital Contribution Agreement V, Capital Contribution Agreement VI and Capital Contribution Agreement VII, and the respective transactions contemplated thereunder and we recommend the Independent Shareholders to vote in favour of the resolutions in this regard.

Yours faithfully, For and on behalf of VBG Capital Limited Doris Sing Deputy Managing Director

—38— APPENDIX I EQUITY VALUATION REPORTS

Beijing Colliers International Real Estate Valuation Co., Ltd. MAIN 86 21 6141 4350 FAX 86 21 6141 3699 Suite 510, Tower W3, Oriental Plaza No. 1 East Chang’an Avenue, Dongcheng District EMAIL [email protected] Beijing

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司).

We confirm that we have made relevant enquiries and obtained such further information as we consider necessary to allow us to provide you with our opinion of value, as at 28 February 2018 (the “Valuation Date”), for Corporate Reporting purposes, as well as incorporation into the circular of the Client in relation to the acquisition of the Equity Interest of the Target Company.

This report is for your sole use and for the purposes indicated and no liability to any third party can be accepted for the whole or any part of the contents of the document. Neither the whole nor any part of this valuation report nor any reference thereto may be included in any published documents, circular or statement, nor published in any way whatsoever without prior written approval of Beijing Colliers International Real Estate Valuation Co., Ltd. (“Colliers International”) as to the form and context in which it may appear.

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

Zhirong He (Flora He) David Faulkner FRICS MCOMFIN BSc (Hons) FRICS FHKIS RPS(GP) MAE Executive Director Managing Director Valuation and Advisory Services | China Valuation and Advisory Services | Asia

—39— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 41

2. Purpose of Valuation ...... 41

3. Basis of Valuation...... 41

4. Qualifications of the Valuers ...... 41

5. Introduction ...... 42

5.1 Overview of the Target Company...... 42

5.2 Overview of the Target Development ...... 42

6. Scope of Services Undertaken ...... 43

7. Sources of Information...... 43

8. Valuation Assumptions ...... 44

9. Valuation Methodology...... 44

9.1 Valuation Approaches and Rationale...... 44

9.2 Valuation Result...... 46

10. Currency...... 47

11. Limiting Conditions ...... 47

12. Conclusion of Value ...... 47

—40— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation to express an independent opinion of the fair value of a 10% equity interest (the “Equity Interest”) of Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Elegant Mansion (藏瓏華府, the “Target Development”), which is a developing residential property in Foshan, established in 2012.

2. PURPOSE OF VALUATION

The purpose of this valuation is to express an independent opinion on the fair value of the Equity Interest of the Target Company as at the Valuation Date. It is our understanding that this valuation will be used by the Client for Corporate Reporting Purposes as well as incorporation into the circular of the Client in relation to the acquisition of the Equity Interest of the Target Company.

This report is being prepared solely for the use of the Client for the above-mentioned purpose and is not to be used for any other purpose, including issue to third parties, without our prior approval of the use, form and context in which it is released.

Colliers International assumes no responsibility whatsoever to any person other than the directors and management of the Client in respect of, or arising out of, the contents of this report. If others choose to rely in any way on the contents of this report they do so entirely on their own risk.

3. BASIS OF VALUATION

Our valuation has been prepared in accordance with the Business Valuation Standards (First Printed 2005) published by the Hong Kong Business Valuation Forum, the International Valuation Standards 2017, and the RICS Global Valuation Standards

The subject asset has been valued on fair value basis. The term ‘fair value’ as used in the context of this valuation is defined as ‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date’.

4. QUALIFICATIONS OF THE VALUERS

These valuations have been prepared by Zhirong He (Flora He) (RICS Registration No.:1259301), who is a Fellow of the Royal Institution of Chartered Surveyors. Flora is head of China Valuation Services team at Colliers International. She is suitably qualified to carry out the valuations and has over 15 years’ experience in the valuation of properties of this magnitude and nature in China.

—41— APPENDIX I EQUITY VALUATION REPORTS

The valuation report is countersigned by David Faulkner (RICS Registration No.: 58391), who is a Fellow of the Royal Institution of Chartered Surveyors, a Fellow of the Hong Kong Institute of Surveyors and a Registered Professional Surveyor under the Surveyors Registration Ordinance (Cap. 417).

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

Beijing Colliers International Real Estate Valuation Co., Ltd. is regulated by the RICS and all necessary investigations, inspections, and other work carried out for the purpose of this valuation have been in accordance with its’ valuation standards. The RICS monitors regulated firms under its Conduct and Disciplinary regulations. Beijing Colliers International Real Estate Valuation Co., Ltd maintains a complaint handling procedure, a copy of which is available on request

5. INTRODUCTION

5.1 Overview of the Target Company

Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) is a sole proprietorship venture based in Foshan City. The Target Company is engaged in (I) real estate developing and management; (ii) real estate sales; (iii) landscaping; (iv) mechanical equipment (excl. special equipment), sales of construction material, hardware and electrical equipment and (vi) interior and exterior decoration.

We understand that Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) main business is the developing of the Target Development and its ‘property management since its establishment in 2012.

5.2 Overview of the Target Development

The Target Development, known as Elegant Mansion (藏瓏華府), a developing composite development located at south of Weiye Avenue (偉業大道), Chencun Town (陳村鎮), Shunde District (順德區), Foshan. It comprises three neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 202,610.67 sq m. According to the development plan, the Target Development will be developed into high-rise residential, apartment, retail and underground car park with a total proposed gross floor area (GFA) of 745,807.11 sq m. As advised, the construction was commenced in Q4 2015 and scheduled to be completed in 2020. At the time of our inspection, the Target Development was under construction.

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(1) dated May 2018, valuation date 28th February 2018.

—42— APPENDIX I EQUITY VALUATION REPORTS

6. SCOPE OF SERVICES UNDERTAKEN

This engagement involved an analysis of the Target Company as at the Valuation Date. In undertaking this valuation assignment, we have conducted the following steps to evaluate the reasonableness of the adopted bases and assumptions provided by the Client or its representatives:

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

In conducting our valuation of the Equity Interest, we have considered, reviewed and relied upon the following key information provided by the Client. We relied on the following information in performing this appraisal:

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

We assumed that the data and information we obtained in the course of the valuation, along with the opinions and representations provided to us by the Client are true and accurate and accepted them without independent verification except as expressly described herein. We have no reason to suspect that any material facts have been omitted, nor are we aware of any facts or circumstances, which would render the information, opinion and representations made to us to be untrue, inaccurate or misleading.

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

—43— APPENDIX I EQUITY VALUATION REPORTS

8. VALUATION ASSUMPTIONS

Our valuations have been made on the assumption that the owners can sell the Equity Interest interests on the open market without the benefit of deferred terms contracts, leasebacks, joint ventures, management agreements or any similar arrangements which would serve to affect the value of the Equity Interest interests.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the Equity Interest interests valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that all concerned assets are free of any encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• In valuing the physical assets held by the Company under development in the PRC, we have valued such on the basis that they will be developed and completed in accordance with the latest development proposals provided to us. We have further assumed that all consents, approvals and licenses from relevant government authorities for such development proposals have been or will be obtained without onerous conditions or delays; and

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(1) dated May 2018, valuation date 28th February 2018.

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

We have adopted the asset-based approach to assess a 10% equity interest in the Target Company. Asset-based approach indicates the value of a business or a company by adjusting the asset and liability balances on the valuation subject’s balance sheet to their fair value equivalents. Under this approach, the assets of a business or a company are valued by reference to their own worth and without necessarily considering what profits they can generate.

—44— APPENDIX I EQUITY VALUATION REPORTS

From a valuation perspective, the valuer will restate the values of all types of assets of a business entity from book value (i.e. historical cost minus depreciation) to appropriate standards of value. After the restatement, the valuer can identify the indicated value of the business entity, or, by applying the accounting principle “assets minus liabilities”, arrive at the value of the equity interests of the business entity.

Asset details of the Target Company:

Property, plant and equipment assets

Property, plant and equipment mainly include transportation equipment and office equipment. We have assumed the book value in the management account as Fair Value as at the Valuation Date as we understand from the Client that the items were still in use as at the Valuation Date and the total amount was not expected to be significantly different from its Fair Value.

Property under development (The Target Development)

In valuing the property under development, which is held by the Target Company, we have valued this asset on the basis that it will be developed and completed in accordance with the latest development proposals provided to us. We have assumed that all consents, approvals and licenses from relevant government authorities for the development proposals have been or will be obtained without onerous conditions or delays. In arriving at our opinion of value, we have adopted the income approach, residual method, by making reference to comparable sales transactions as available in the relevant markets and taking into account the expended construction costs and the costs that will be expended to complete the developments to reflect the quality of the completed developments. Details of the valuation as at 28th February 2018 are in the separate valuation report, ref 18-12285(1) dated May 2018.

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

Tax Recoverable

As the tax payable is a debit balance stated in liability side in the management account, we have reclassified this item into tax recoverable in asset side based on its nature. For the valuation of tax recoverable, we have adopted the book value in the management account as at the Valuation Date.

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

—45— APPENDIX I EQUITY VALUATION REPORTS

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Borrowings

For the valuation of borrowings, we have adopted the book value in the management account as at the Valuation Date.

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 122,549,480 122,549,480 Prepayments Property under development 1,708,214,211 2,935,000,000 Other receivables 1,710,818,520 1,710,818,520 Non-current assets 2,165,755 2,165,755 Total assets 3,543,747,967 4,770,533,756

Total liabilities 3,530,080,695 3,530,080,695

Net assets 13,667,272 1,240,453,061

10% equity interest (rounded) 124,000,000

Note: the sum of figures may not add up to total due to rounding.

—46— APPENDIX I EQUITY VALUATION REPORTS

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This valuation is subject to our standard caveats and assumptions, attached hereto.

To the best of our knowledge, all data set forth in this report are reasonable and accurately determined. The data, opinions, or estimates identified as being furnished by others that have been used in formulating this analysis are gathered from reliable sources; yet, no guarantee is made nor liability assumed for their accuracy.

We have relied to a considerable extent on information provided by the Client in arriving at our opinion of value. We are not in the position to verify the accuracy of all information provided to us. However, we have had no reason to doubt the truth and accuracy of the information provided to us and to doubt that any material facts have been omitted from the information provided.

No opinion is intended to be expressed for matters which require legal or other specialized expertise or knowledge, beyond that customarily employed by appraisers. Our conclusions assume continuation of prudent management of the Target Company over a reasonable and necessary period of time to maintain the character and integrity of the assets valued.

12. CONCLUSION OF VALUE

In our opinion, based on the information available to us, the total fair value of a 10% equity interest in Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司)asof28 February 2018 is reasonably estimated at RMB124,000,000 (RENMINBI ONE HUNDRED TWENTY FOUR MILLION ONLY).

—47— APPENDIX I EQUITY VALUATION REPORTS

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

For the attention of:

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司).

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

—48— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 50

2. Purpose of Valuation ...... 50

3. Basis of Valuation...... 50

4. Qualifications of the Valuers ...... 50

5. Introduction ...... 51

5.1 Overview of the Target Company...... 51

5.2 Overview of the Target Development ...... 51

6. Scope of Services Undertaken ...... 52

7. Sources of Information...... 52

8. Assumptions and Caveats...... 53

9. Valuation Methodology...... 53

9.1 Valuation Approaches and Rationale...... 53

9.2 Valuation Result...... 55

10. Currency...... 56

11. Limiting Conditions ...... 56

12. Conclusion of Value ...... 56

—49— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation exercise to express an independent opinion on the fair value of a 10% equity interest (the “Equity Interest”) of Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Four Season Spring City (四季泉城, the “Target Development”), which is a developing residential property in Jiangmen, established in 2017.

2. PURPOSE OF VALUATION

3. BASIS OF VALUATION

4. QUALIFICATIONS OF THE VALUERS

—50— APPENDIX I EQUITY VALUATION REPORTS

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the fair value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

5. INTRODUCTION

5.1 Overview of the Target Company

Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司) is a sole proprietorship venture based in Jiangmen City. The Target Company is engaged in (I) real estate developing; (ii) property management; (iii) landscaping, interior and exterior decoration and (iv) mechanical equipment (excl. special equipment), sales of construction material, hardware and electrical equipment.

We understand that Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司)is principally engaged in the real estate developing of the Target Development and its property management since its establishment in 2017.

5.2 Overview of the Target Development

The Target Development, known as Four Season Spring City (四季泉城), is a developing residential community located at south of No.369 provincial road, Sanshan Village, Shengtang Town, Enping, Jiangmen. It comprises two neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 106,091.31 sq m. According to the development plan, the Target Development will be developed into high-rise residential, retail, townhouse and underground car park with a total proposed GFA of 246,862.00 sq m. As advised, the construction was commenced in Q3 2017 and scheduled to be completed in 2020. At the time of our inspection, the Target Development was under construction.

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(2) dated May 2018, valuation date 28th February 2018.

—51— APPENDIX I EQUITY VALUATION REPORTS

6. SCOPE OF SERVICES UNDERTAKEN

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

—52— APPENDIX I EQUITY VALUATION REPORTS

8. VALUATION ASSUMPTIONS

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(2) dated May 2018, valuation date 28th February 2018.

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

—53— APPENDIX I EQUITY VALUATION REPORTS

Asset details of the Target Company:

Property, plant and equipment assets

Property under development (The Target Development)

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

Tax Recoverable

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

—54— APPENDIX I EQUITY VALUATION REPORTS

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Borrowings

For the valuation of borrowings, we have adopted the book value in the management account as at the Valuation Date.

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 717,249 717,249 Prepayments 2,340,359 2,340,359 Property under development 82,097,523 187,000,000 Other receivables 110,312 110,312 Non-current assets 74,344 74,344 Total assets 85,339,787 190,242,264

Total liabilities 75,925,290 75,925,290

Net assets 9,414,497 114,316,974

10% equity interest (rounded) 11,400,000

Note: the sum of figures may not add up to total due to rounding.

—55— APPENDIX I EQUITY VALUATION REPORTS

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This valuation is subject to our standard caveats and assumptions, attached hereto.

12. CONCLUSION OF VALUE

In our opinion, based on the information available to us, the total fair value of a 10% equity interest in Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司) as of 28 February 2018 is reasonably estimated at RMB11,400,000 (RENMINBI ELEVEN MILLION AND FOUR HUNDRED THOUSAND ONLY).

—56— APPENDIX I EQUITY VALUATION REPORTS

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司).

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

—57— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 59

2. Purpose of Valuation ...... 59

3. Basis of Valuation...... 59

4. Qualifications of the Valuers ...... 59

5. Introduction ...... 60

5.1 Overview of the Target Company...... 60

5.2 Overview of the Target Development ...... 60

6. Scope of Services Undertaken ...... 61

7. Sources of Information...... 61

8. Valuation Assumptions ...... 62

9. Valuation Methodology...... 62

9.1 Valuation Approaches and Rationale...... 62

9.2 Valuation Result...... 64

10. Currency...... 65

11. Limiting Conditions ...... 65

12. Conclusion of Value ...... 65

—58— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation to express an independent opinion of the fair value of a 10% equity interest (the “Equity Interest”) of Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Lake Manor Villa (山湖海, the “Target Development”), which is a developing residential property in Jiangmen, established in 2009.

2. PURPOSE OF VALUATION

3. BASIS OF VALUATION

4. QUALIFICATIONS OF THE VALUERS

—59— APPENDIX I EQUITY VALUATION REPORTS

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the fair value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

5. INTRODUCTION

5.1 Overview of the Target Company

Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司) is a joint venture of Taiwan, Hong Kong or Macau and domestic. The Target Company is engaged in real estate developing, property management, real estate sales and leasing on lot Nos.070101378, 070101379, 070101635 and 070101636.

We understand that Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司)is principally engaged in the real estate developing of the Target Development and property management since its establishment in 2009.

5.2 Overview of the Target Development

The Target Development, known as Lake Manor Villa (山湖海), is a developing residential community located at Gonghe Ecological Park, Gonghe Avenue, Gonghe Town, Heshan, Jiangmen. It comprises twelve neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 407,456.91 sq m. According to the development plan, the Target Development will be developed into high-rise residential, townhouse, retail and underground car park with a total proposed GFA of 729,640.01 sq m. As advised, the construction was commenced in Q3 2017 and scheduled to be completed in 2023. At the time of our inspection, the Target Development was under construction.

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(3) dated May 2018, valuation date 28th February 2018.

—60— APPENDIX I EQUITY VALUATION REPORTS

6. SCOPE OF SERVICES UNDERTAKEN

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

—61— APPENDIX I EQUITY VALUATION REPORTS

8. VALUATION ASSUMPTIONS

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(3) dated May 2018, valuation date 28th February 2018.

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

—62— APPENDIX I EQUITY VALUATION REPORTS

Asset details of the Target Company:

Property, plant and equipment assets

Property under development (The Target Development)

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

Tax Recoverable

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

—63— APPENDIX I EQUITY VALUATION REPORTS

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Borrowings

For the valuation of borrowings, we have adopted the book value in the management account as at the Valuation Date.

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 27,327,088 27,327,088 Prepayments 51,964 51,964 Property under development 247,342,602 477,000,000 Other receivables 33,038,102 33,038,102 Non-current assets 266,249 266,249 Total assets 308,026,005 537,683,403

Total liabilities 136,531,441 136,531,441

Net assets 171,494,564 401,151,962

10% equity interest (rounded) 40,100,000

Note: the sum of figures may not add up to total due to rounding.

—64— APPENDIX I EQUITY VALUATION REPORTS

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This valuation is subject to our standard caveats and assumptions, attached hereto.

12. CONCLUSION OF VALUE

In our opinion, based on the information available to us, the total fair value of a 10% equity interest in Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司)asof28 February 2018 is reasonably estimated at RMB40,100,000 (RENMINBI FORTY MILLION AND ONE HUNDRED THOUSAND ONLY).

—65— APPENDIX I EQUITY VALUATION REPORTS

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司).

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

—66— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 68

2. Purpose of Valuation ...... 68

3. Basis of Valuation...... 68

4. Qualifications of the Valuers ...... 68

5. Introduction ...... 69

5.1 Overview of the Target Company...... 69

5.2 Overview of the Target Development ...... 69

6. Scope of Services Undertaken ...... 70

7. Sources of Information...... 70

8. Valuation Assumptions ...... 71

9. Valuation Methodology...... 72

9.1 Valuation Approaches and Rationale...... 72

9.2 Valuation Result...... 73

10. Currency...... 74

11. Limiting Conditions ...... 74

12. Conclusion of Value ...... 74

—67— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation to express an independent opinion of the fair value of a 10% equity interest (the “Equity Interest”) in Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Brown Stone Town (融泰城, the “Target Development”), which is a developing residential property in Tianjin, established in 2013.

2. PURPOSE OF VALUATION

3. BASIS OF VALUATION

4. QUALIFICATIONS OF THE VALUERS

—68— APPENDIX I EQUITY VALUATION REPORTS

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the fair value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

5. INTRODUCTION

5.1 Overview of the Target Company

Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) is a sole proprietorship venture based in Tianjin City. The Target Company is engaged in (I) real estate developing and management; (ii) real estate consulting; (iii) interior and exterior decoration; (iv) landscaping; (v) household service; (vi) property management (vii) wholesale and retail of construction material, metal material, metallic mineral products, ironstone, iron powder, hardware and electrical equipment, chemical products (excl. dangerous goods), plastic products, rubber products, general merchandise, artware (excl. New Year Paintings).

We understand that Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) main business is the developing of the Target Development and its ‘property management since its establishment in 2013.

5.2 Overview of the Target Development

The Target Development, Brown Stone Town (融泰城), is a developing residential community located at No. 215 Xiuchuan Road (秀川路), Liqizhuang Street (李七莊街), Xiqing District (西青區), Tianjin. It comprises an irregular-shaped land lot with a total site area of 137,816.40 sq m. According to the development plan, the Target Development will be developed in three phases and comprise high-rise residential, garden house and underground car park. Upon completion, the Target Development will have a total proposed gross floor area (GFA) of 285,484.90 sq m. As advised, the Property is scheduled to be completed in 2020. At the time of our inspection, the Target Development was still under construction.

—69— APPENDIX I EQUITY VALUATION REPORTS

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(4) dated May 2018, valuation date 28th February 2018.

6. SCOPE OF SERVICES UNDERTAKEN

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

—70— APPENDIX I EQUITY VALUATION REPORTS

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

8. VALUATION ASSUMPTIONS

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(4) dated May 2018, valuation date 28th February 2018.

—71— APPENDIX I EQUITY VALUATION REPORTS

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

Asset details of the Target Company:

Property, plant and equipment assets

Property under development (The Target Development)

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

Tax Recoverable

—72— APPENDIX I EQUITY VALUATION REPORTS

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Liabilities

For the valuation of liabilities, we have adopted the book value in the management account as at the Valuation Date.

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 62,723,116 62,723,116 Prepayments 30,337,614 30,337,614 Property under development 1,015,412,793 1,411,000,000 Other receivables 8,781,723 8,781,723 Non-current assets 102,486 102,486 Total assets 1,117,357,733 1,512,944,940

Total liabilities 896,143,241 896,143,241

Net assets 221,214,492 616,801,699

10% equity interest (rounded) 61,700,000

Note: the sum of figures may not add up to total due to rounding.

—73— APPENDIX I EQUITY VALUATION REPORTS

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This valuation is subject to our standard caveats and assumptions, attached hereto.

12. CONCLUSION OF VALUE

In our opinion, based on the information available to us, the total fair value of a 10% equity interest in Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) as of 28 February 2018 is reasonably estimated at RMB61,700,000 (RENMINBI SIXTY-ONE MILLION AND SEVEN HUNDRED THOUSAND ONLY).

—74— APPENDIX I EQUITY VALUATION REPORTS

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司).

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

—75— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 77

2. Purpose of Valuation ...... 77

3. Basis of Valuation...... 77

4. Qualifications of the Valuers ...... 77

5. Introduction ...... 78

5.1 Overview of the Target Company...... 78

5.2 Overview of the Target Development ...... 78

6. Scope of Services Undertaken ...... 79

7. Sources of Information...... 79

8. Valuation Assumptions ...... 80

9. Valuation Methodology...... 80

9.1 Valuation Approaches and Rationale...... 80

9.2 Valuation Result...... 82

10. Currency...... 83

11. Limiting Conditions ...... 83

12. Conclusion of Value ...... 83

—76— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation to express an independent opinion on the fair value of a 10% equity interest (the “Equity Interest”) in Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Glory Hongtang Bay (國瑞•紅塘灣, the “Target Development”), which is a developing residential property in Sanya, established in 2016.

2. PURPOSE OF VALUATION

3. BASIS OF VALUATION

4. QUALIFICATIONS OF THE VALUERS

—77— APPENDIX I EQUITY VALUATION REPORTS

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the fair value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

5. INTRODUCTION

5.1 Overview of the Target Company

Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司) is a limited liability company based in Sanya City. The Target Company is engaged in (I) Advertising; (II) landscaping; (III) Tourism; (IV) Tourist project developing; (V) Hotel project developing and (VI) Network technology developing.

We understand that Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司) main business is the real estate developing of the Target Development and its property management since its establishment in 2016.

5.2 Overview of the Target Development

The Target Development, known as Glory Hongtang Bay (國瑞●紅塘灣), is a developing residential community located at Hongtangwan Tourism Resort (紅塘灣旅遊度假區), Tianya District, Sanya. It comprises five neighbouring pieces of land, grouping an irregular-shaped land lot with a total site area of 96,736.87 sq m. According to the development plan, the Target Development will be developed into mid-rise residential, apartment, townhouse and underground car park with a total proposed gross floor area (GFA) of 182,307.36 sq m. As advised, the construction was commenced in Q2 2017 and scheduled to be completed in 2020. At the time of our inspection, the Target Development was under construction.

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(5) dated May 2018, valuation date 28th February 2018.

—78— APPENDIX I EQUITY VALUATION REPORTS

6. SCOPE OF SERVICES UNDERTAKEN

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

—79— APPENDIX I EQUITY VALUATION REPORTS

8. VALUATION ASSUMPTIONS

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(5) dated May 2018, valuation date 28th February 2018.

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

—80— APPENDIX I EQUITY VALUATION REPORTS

Asset details of the Target Company:

Property, plant and equipment assets

Property under development (The Target Development)

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

Tax Recoverable

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

—81— APPENDIX I EQUITY VALUATION REPORTS

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Liabilities

For the valuation of liabilities, we have adopted the book value in the management account as at the Valuation Date.

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 13,011,245 13,011,245 Prepayments 8,797,477 8,797,477 Property under development 553,017,407 952,000,000 Other receivables 8,273,818 8,273,818 Non-current assets 2,480,642 2,480,642 Total assets 585,580,589 984,563,182

Total liabilities 67,928,155 67,928,155

Net assets 517,652,434 916,635,027

10% equity interest (rounded) 91,700,000

Note: the sum of figures may not add up to total due to rounding.

—82— APPENDIX I EQUITY VALUATION REPORTS

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This valuation is subject to our standard caveats and assumptions, attached hereto.

12. CONCLUSION OF VALUE

In our opinion, on the basis of the information available to us, the total fair value of a 10% equity interest in Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司) as of 28 February 2018 is reasonably estimated at RMB91,700,000 (RENMINBI NINETY-ONE MILLION AND SEVEN HUNDRED THOUSAND ONLY).

—83— APPENDIX I EQUITY VALUATION REPORTS

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司).

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

—84— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 86

2. Purpose of Valuation ...... 86

3. Basis of Valuation...... 86

4. Qualifications of the Valuers ...... 86

5. Introduction ...... 87

5.1 Overview of the Target Company...... 87

5.2 Overview of the Target Development ...... 87

6. Scope of Services Undertaken ...... 88

7. Sources of Information...... 88

8. Valuation Assumptions ...... 89

9. Valuation Methodology...... 89

9.1 Valuation Approaches and Rationale...... 89

9.2 Valuation Result...... 91

10. Currency...... 92

11. Limiting Conditions ...... 92

12. Conclusion of Value ...... 92

—85— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation to express an independent opinion of the fair value of a 10% equity interest (the “Equity Interest”) in Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Glory Pinnacle (國瑞瑞城, the “Target Development”), which is a developing residential property in Handan, established in 2016.

2. PURPOSE OF VALUATION

3. BASIS OF VALUATION

4. QUALIFICATIONS OF THE VALUERS

—86— APPENDIX I EQUITY VALUATION REPORTS

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the fair value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

5. INTRODUCTION

5.1 Overview of the Target Company

Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司)isa limited liability company based in Handan City. The Target Company is engaged in real estate developing and management.

We understand that Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司) main business is the real estate developing of the Target Development and its property management since its establishment in 2016.

5.2 Overview of the Target Development

The Target Development, Glory Pinnacle (國瑞瑞城), is a developing residential community located at south of Lingyuan Road (陵園路) and west of Fuhe Avenue (滏河大街), Hanshan District (邯山區), Handan. It comprises four neighbouring pieces of land grouping an irregular-shaped land lot with a total site area of 161,735.80 sq m. According to the development plan, the Target Development will comprise high-rise residential, apartment, shopping mall, retail podium, club house, underground car park and other facilities with a total proposed gross floor area (GFA) of 850,711.46 sq m. As advised, the construction was commenced in Q1 2018 and was scheduled to be completed in 2021. At the time of our inspection, the Target Development was under construction.

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(6) dated May 2018, valuation date 28th February 2018.

—87— APPENDIX I EQUITY VALUATION REPORTS

6. SCOPE OF SERVICES UNDERTAKEN

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

—88— APPENDIX I EQUITY VALUATION REPORTS

8. VALUATION ASSUMPTIONS

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(6) dated May 2018, valuation date 28th February 2018.

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

—89— APPENDIX I EQUITY VALUATION REPORTS

Asset details of the Target Company:

Property, plant and equipment assets

Property under development (The Target Development)

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

Tax Recoverable

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

—90— APPENDIX I EQUITY VALUATION REPORTS

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Liabilities

For the valuation of liabilities, we have adopted the book value in the management account as at the Valuation Date.

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 39,985,794 39,985,794 Prepayments 1,789,287 1,789,287 Property under development 934,905,563 1,223,000,000 Other receivables 176,490,954 176,490,954 Non-current assets 2,877,552 2,877,552 Total assets 1,156,049,152 1,444,143,587

Total liabilities 1,105,634,113 1,105,634,113

Net assets 50,415,039 338,509,474

10% equity interest (rounded) 33,9000,000

Note: the sum of figures may not add up to total due to rounding.

—91— APPENDIX I EQUITY VALUATION REPORTS

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This is valuation is subject to our standard caveats and assumptions, attached hereto.

12. CONCLUSION OF VALUE

In our opinion, based on the information available to us, the total fair value of a 10% equity interest in Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司)asof 28 February 2018 is reasonably estimated at RMB33,900,000 (RENMINBI THIRTY-THREE MILLION AND NINE HUNDRED THOUSAND ONLY).

—92— APPENDIX I EQUITY VALUATION REPORTS

10 May 2018

Guorui Properties Limited (國瑞置業有限公司)

Dear Sir/Madam,

Re: Valuation of a 10% equity interest in Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司)

With reference to your instructions received on 23 March 2018, we have prepared a report setting out our opinion of the fair value of a 10% equity interest in Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司).

If you have any queries concerning the report, please feel free to contact Flora He, who would be most pleased to help.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

—93— APPENDIX I EQUITY VALUATION REPORTS

Contents

1. Instructions ...... 95

2. Purpose of Valuation ...... 95

3. Basis of Valuation...... 95

4. Qualifications of the Valuers ...... 95

5. Introduction ...... 96

5.1 Overview of the Target Company...... 96

5.2 Overview of the Target Development ...... 96

6. Scope of Services Undertaken ...... 97

7. Sources of Information...... 97

8. Valuation Assumptions ...... 98

9. Valuation Methodology...... 99

9.1 Valuation Approaches and Rationale...... 99

9.2 Valuation Result...... 101

10. Currency...... 101

11. Limiting Conditions ...... 101

12. Conclusion of Value ...... 102

—94— APPENDIX I EQUITY VALUATION REPORTS

1. INSTRUCTIONS

In accordance with the instructions received from Guorui Properties Limited (國瑞置業有限公司) (the ‘‘Client’’), we have undertaken a valuation to express an independent opinion on the fair value of a 10% equity interest (the “Equity Interest”) in Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) (the “Target Company”). Our valuation work was performed subject to the assumptions and limiting conditions described in this report. We confirm that we have reviewed the information/documents provided by the Client, made relevant enquiries and obtained such further information as we consider necessary for providing you with our opinion of fair value of a 10% equity interest (the “Equity Interest”) in the Target Company as at 28 February 2018 (the “Valuation Date”).

We understand that the Target Company is principally engaged in the real estate developing and property management of Elegant Villa (書香溪墅, the “Target Development”), which is a developing residential property in Chongqing, established in 2013.

2. PURPOSE OF VALUATION

3. BASIS OF VALUATION

4. QUALIFICATIONS OF THE VALUERS

—95— APPENDIX I EQUITY VALUATION REPORTS

Neither the valuers nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the fair value of the Equity Interest. They have accepted instructions to value the Equity Interest for the Client only.

5. INTRODUCTION

5.1 Overview of the Target Company

Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) is a sole proprietorship venture based in Chongqing City. The Target Company is engaged in (I) real estate developing; (II) property management; (III) sales of construction material (excl. dangerous goods); (IV) construction related business and (V) retail leasing.

We understand that Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) main business is the real estate developing of the Target Development and property management since its establishment in 2013.

5.2 Overview of the Target Development

The Target Development, known as Elegant Villa (書香溪墅), is a developing residential community located at Lot U10-1-1/02, U10-1-6/02 and U10-1-10/02, Xiyong Goup (西永組團), Shapingba District (沙坪壩區), Chongqing. It comprises three neighbouring pieces of land grouping an irregular-shaped land lot with a total site area of 205,947.00 sq m. According to the development plan, the Target Development will be developed into high-rise residential, garden house, townhouse and underground car park with a total proposed gross floor area (GFA) of 416,547.63 sq m. As advised, the construction works of the garden house and townhouse portions was commenced in Q3 2015 and completed in 2017. The high-rise and car park portions are currently under construction and scheduled to be completed in 2019. At the time of our inspection, the garden house and townhouse portions were completed, while the high-rise and car park portions were under construction.

—96— APPENDIX I EQUITY VALUATION REPORTS

More information of the Target Development, please refer to our valuation report on the Target Development. Details of the valuation are in the separate valuation report, ref 18-12285(7) dated May 2018, valuation date 28th February 2018.

6. SCOPE OF SERVICES UNDERTAKEN

• Conducted company visit and property visit;

• Conducted meeting(s) and/or discussion with the Client;

• Obtained the relevant financial and operational information related to the Target Company and its business;

• Performed market research and obtained statistical data from public sources;

• Examined all relevant bases and assumptions of both the financial and operational information related to the subject matter, which were provided by the Client;

• Conducted valuations of the subject matter using the respective standards of value that are most appropriate; and

• Documented the result of our findings in this valuation report.

7. SOURCES OF INFORMATION

• Background of the Target Company and relevant corporate information;

• Business registration details of the Target Company provided by the Client; and

• Financial statements of the Target Company for the period ended 28 February 2018.

—97— APPENDIX I EQUITY VALUATION REPORTS

In addition, we have also obtained market data, industrial information and statistical figures from Bloomberg database and other publicly available sources.

We believe the information we have to hand is adequate for the purposes of this valuation.

8. VALUATION ASSUMPTIONS

We have conducted the valuations assuming:

• the information about the Assets provided are true and correct;

• Where applicable the assets are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the assets have been obtained;

• any required approvals and certificates necessary for the development and occupation and use of any of the assets have been duly obtained and are in full force and effect;

• the assets can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• The valuation of the target development is additionally subject to the assumptions as stated in the separate valuation report, ref 18-12285(7) dated May 2018, valuation date 28th February 2018.

—98— APPENDIX I EQUITY VALUATION REPORTS

9. VALUATION METHODOLOGY

9.1 Valuation Approaches and Rationale

Asset details of the Target Company:

Property, plant and equipment

Property under development (The Target Development)

Other receivables

For the valuation of other receivables, we have adopted the book value in the management account as at the Valuation Date based on Client’s management assessed recoverable amount.

—99— APPENDIX I EQUITY VALUATION REPORTS

Tax Recoverable

Bank balances and cash

For the valuation of bank balances and cash, we have adopted the book value in the management account as at the Valuation Date.

Accounts payable and accrued charges

For the valuation of accounts payable and accrued charges, we have adopted the book value in the management account as at the Valuation Date.

Receipt in advance

For the valuation of receipt in advance, we have adopted the book value in the management account as at the Valuation Date.

Other payables

For the valuation of other payables, we have adopted the book value in the management account as at the Valuation Date.

Liabilities

For the valuation of liabilities, we have adopted the book value in the management account as at the Valuation Date.

— 100 — APPENDIX I EQUITY VALUATION REPORTS

9.2 Valuation Result

Based on the valuation approaches stated above and on the methods employed, we are of the opinion that the fair value of a 10% equity interest in Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) as at Valuation Date is as follows:

Account Net book values Fair value (RMB) (RMB)

Cash and cash equivalents 168,069,284 168,069,284 Prepayments 100,400 100,400 Property under development 1,206,513,162 1,390,000,000 Other receivables 7,392,188 7,392,188 Non-current assets 478,740 478,740 Total assets 1,382,553,774 1,566,040,612

Total liabilities 1,400,493,008 1,400,493,008

Net assets -17,939,234 165,547,604

10% equity interest (rounded) 16,600,000

Note: the sum of figures may not add up to total due to rounding.

10. CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

11. LIMITING CONDITIONS

Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of its contents.

This valuation is subject to our standard caveats and assumptions, attached hereto.

— 101 — APPENDIX I EQUITY VALUATION REPORTS

12. CONCLUSION OF VALUE

In our opinion, based on the information available to us, the total fair value of a 10% equity interest in Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司)as of 28 February 2018 is reasonably estimated at RMB16,600,000 (RENMINBI SIXTEEN MILLION AND SIX HUNDRED THOUSAND ONLY).

— 102 — APPENDIX II PROPERTY VALUATION REPORTS

The following is the text of a letter, a summary of values and summary reports prepared for the 14A.70(7) purpose of incorporation in this circular received from Beijing Colliers International Real Estate CF021M Valuation Co., Ltd., an independent valuer, in connection with its valuation as at 28 February 2018 R5.06 (8) R5.07 of the property interests to be acquired by the Group. R5.05 R5.06 (7) R5.06 (1), (3) R5.10 R5.06 (5) PN12 (5.1) (5.2) (2) PN12 (4.2) PN 12 (11) PN16

The Board of Directors GUORUI PROPERTIES LIMITED

10 May 2018

Dear Sir or Madam,

Re: Valuation of 7 Properties in the People’s Republic of China (Together known as the “Properties” and Individually the “Property”)

INSTRUCTIONS

We refer to your instructions for us to assess the Market Value of the property interests located in the People’s Republic of China (the “PRC”) to be acquired by Guorui Properties Limited (the “Company”) and its subsidiaries (hereafter together referred to as the “Group”). We confirm that we have carried out inspections, made relevant enquires and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the Market Value of the property interests as at 28 February 2018 (the “Valuation Date”), for the purpose of incorporating in the document.

BASIS OF VALUATIONS

Our valuations are provided on the basis of Market Value, which we would define as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

— 103 — APPENDIX II PROPERTY VALUATION REPORTS

This estimate specifically excludes an estimated price inflated or deflated by special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION STANDARDS

These valuations have been carried out in accordance with the Royal Institution of Chartered Surveyors (RICS) Global Valuation Professional Standards, incorporating the International Valuation Standards of the International Valuation Standards Council (IVSC), and the requirements met out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

QUALIFICATIONS OF THE VALUER

These valuations have been prepared by Zhirong He (Flora He) (RICS Registration No.:1259301), who is a Fellow of the Royal Institution of Chartered Surveyors. Flora is head of China Valuation Services team at Colliers International. She is suitably qualified to carry out the valuation and has over 15 years’ experience in the valuation of properties of this magnitude and nature in China.

Neither the valuer nor Colliers International are aware of any pecuniary interest or conflict that could reasonably be regarded as being capable of affecting the ability to give an unbiased and objective, opinion of the value of the property interests.

VALUATION APPROACHES

In the valuation of the property interests to be acquired by the Group in the PRC, whereas applicable, we have adopted the Market Approach assuming sale of property interests in their existing state and by making reference to comparable sale transactions as available in the relevant markets.

When valuing the property interests which were under construction as at the Valuation Date, we have adopted market approach to assess the gross development values of the proposed developments by making reference to comparable sale transactions as available in the relevant markets. The gross development values are then adjusted with considerations of the outstanding development costs, the outstanding development periods and the potential profit margins to arrive at our opinion of values of the property interests.

SOURCES OF INFORMATION

Although we have made independent enquires as much as possible, we have relied to a very considerable extent on the information provided by the Company and its legal advisor in respect of the titles of the property interests in the PRC. We also have accepted such information given to us as being true and correct for valuation purposes. This has included such matters as ownership title, site and floor areas, statutory notices, easements, tenure, joint venture agreements, the identification of the property interests and all other relevant matters.

— 104 — APPENDIX II PROPERTY VALUATION REPORTS

We have also been advised by the Company that no material factors or information have been omitted or withheld from the information supplied and consider that we have been provided with sufficient information to reach an informed view. We believe that the assumptions used in preparing our valuation are reasonable and have had no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation.

TITLE DOCUMENTS

We have been provided with copies or extracts of some title documents relating to the property interests and have made relevant enquires where possible. Due to the nature of the land registration system in the PRC, however, we have not examined the original documents to verify the existing titles to the property interests in the PRC or any material encumbrances that might be attached to the property interests or any lease amendments. We have made assumptions that the full and proper ownership title of the Properties has been obtained and all payable land premium or land-use rights fees have been fully settled.

We have relied on the advices given by the Company’s legal adviser, Beijing Bright Law Firm (北京百朗律師事務所), regarding the titles of the property interests in the PRC. We do not accept liability for any interpretation that we have placed on such information, which is more properly placed within the sphere of the legal adviser.

All legal documents disclosed in this letter, the summary of values and the summary reports are for reference only. No responsibility is assumed for any legal matters concerning the legal title to the property interests set out in this letter, the summary of values and the valuation summary reports.

ASSUMPTIONS AND CAVEATS

Our valuations have been made on the assumption that the owners can sell the property interests on the open market without the benefit of deferred terms contracts, leasebacks, joint ventures, management agreements or any similar arrangements which would serve to affect the value of the property interests.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the property interests valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that all Properties are free of any encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

We have conducted the valuation assuming:

• the information about the Properties provided true and correct;

• the Properties are free from contamination and the ground conditions are satisfactory;

• the full and proper ownership title of the Properties have been obtained, and all payable land premium or land-use rights fees have been fully settled;

— 105 — APPENDIX II PROPERTY VALUATION REPORTS

• all required approvals and certificates necessary for the development and occupation and use of the Properties have been duly obtained and are in full force and effect;

• the Properties can be freely transferred, mortgaged, sublet or otherwise disposed of in the market;

• In valuing the Properties held by the Company under development in the PRC, we have valued such properties on the basis that they will be developed and completed in accordance with the latest development proposals provided to us. We have further assumed that all consents, approvals and licenses from relevant government authorities for such development proposals have been or will be obtained without onerous conditions or delays; and

• We have valued the portfolio assuming no reduction in value to reflect any possible diminution in value resulting from a placing of the portfolio on the market together as one at the same time for sale.

SITE MEASUREMENT

We have not carried out on-site measurements to verify the correctness of the site areas in respect of the Properties but have assumed that the areas shown on the documents and plans provided to us are true and correct in all respects. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximations.

SITE INSPECTION

We have inspected the Properties exterior and, where possible, the interior of the properties upon the instruction received. No structural surveys or environmental assessments have been made, but in the course of our inspections, we did not note any serious defects. We are not, however, able to report whether the properties are free of rot, infestation or any other structural defects. No tests were carried out on any of the services. We have assumed such are in good order for the purpose of valuation.

Please be advised we have not carried out investigations to determine the suitability of the ground conditions and the services etc. for any future development. Our valuation has been prepared on the assumption that these aspects are satisfactory.

Site inspections of the Properties were carried out by Flora He, Bill Zhou, Kyle Zeng, Henry Zhou, Leo Cui and Tina Liu from 30 March 2018 to 3 April 2018.

Ms. Flora He holds a Master Degree of Commerce (Finance and Business Information System) and is a Fellow of Royal Institution of Chartered Surveyors (RICS). Mr. Bill Zhou and Ms. Tina Liu are registered valuers of China Real Estate Appraisers. Mr. Kyle Zeng, Mr. Henry Zhou and Mr. Leo Cui each holds a Master Degree.

CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Renminbi (RMB).

— 106 — APPENDIX II PROPERTY VALUATION REPORTS

We hereby certify that we have neither present nor a prospective interest in the properties or the values reported.

Our summary of values and valuation summary reports are attached hereto.

Yours faithfully, For and on behalf of Beijing Colliers International Real Estate Valuation Co., Ltd.

Zhirong He (Flora He) Registered Valuer (RICS) FRICS MCOMFIN Executive Director, Valuation and Advisory Services, China

Note: Ms. Zhirong He holds a Master Degree of Commerce (Finance and Business Information System). She is a Registered Valuer with over 15 years’ experience in real estate industry and assets valuation sector. Her experience on valuation covers Mainland China. Ms. He is a fellow member of the Royal Institution of Chartered Surveyors.

— 107 — APPENDIX II PROPERTY VALUATION REPORTS

SUMMARY OF VALUES CONTAINED IN VALUATION SUMMARIES

Interest Market value in attributable existing state as at Property no. Property to the Group 28 February 2018

1. Elegant Mansion (藏瓏華府), 100% RMB2,935,000,000 located south of Weiye Avenue, Chencun Town, Shunde District, Foshan, Guangdong Province, PRC

2. Four Season Spring City (四季泉城), 100% RMB187,000,000 located south of No.369 Provincial Road, Sanshan Village, Shengtang Town, Enping, Jiangmen, Guangdong Province, PRC

3. Lake Manor Villa (山湖海), 100% RMB477,000,000 located in Gonghe Ecological Park, Gonghe Avenue, Gonghe Town, Heshan, Jiangmen, Guangdong Province, PRC

4. Brown Stone Town (融泰城), 100% RMB1,411,000,000 located east of Xiuchuan Road, Xiqing District, Tianjin, PRC

5. Glory Hongtang Bay (國瑞●紅塘灣) 100% RMB952,000,000 located in Hongtangwan Tourism Resort, Tianya District, Sanya, Hainan Province, PRC

— 108 — APPENDIX II PROPERTY VALUATION REPORTS

Interest Market value in attributable existing state as at Property no. Property to the Group 28 February 2018

6. Glory Pinnacle (國瑞瑞城), 100% RMB1,223,000,000 located south of Lingyuan Road and west of Fuhe Avenue, Hanshan District, Handan, Hebei Province, PRC

7. Elegant Villa (書香溪墅), 100% RMB1,390,000,000 located south of Daxuecheng South 2nd Road, Shapingba Disctrict, Chongqing, PRC

Grand Total: RMB8,575,000.000

— 109 — APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 1

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

1 Elegant Mansion The Property is a developing composite At the date of RMB2,935,000,000 (藏瓏華府), located development located south of Weiye Avenue, our inspection, (RENMINBI TWO south of Weiye Chencun Town, Shunde District, Foshan. It the Property BILLION NINE Avenue, Chencun comprises three neighbouring pieces of land, was under HUNDRED AND Town, Shunde grouping an irregular-shaped land lot with a construction. As THIRTY FIVE District, Foshan, total site area of 202,610.67 sq m. advised, the MILLION) Guangdong construction Province, PRC According to the development plan, the Property was commenced will be developed into high-rise residential, in Q4 2015 and apartment, retail and underground car park with scheduled to be a total proposed gross floor area (GFA) of completed in 745,807.11 sq m. Detailed GFA of the Property 2020. is listed below:

Portion GFA (sq m)

High-rise Residential 529,268.19 Apartment 203,526.20 Retail 13,012.72

Total 745,807.11

Pursuant to the real estate ownership certificates provided, the land-use rights of the Property have been granted for a term expiring on 3 July 2054 and 3 July 2084 zoned for retail and residential uses, respectively.

Notes: i) Pursuant to the following State-owned Land-use Rights Grant Contract (國有土地使用權出讓合同), the land-use rights of the Property have been granted to Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

440606-2014-000024 6 January 2014 Residential, Retail and Commercial 202,610.67

Total: 202,610.67

—110— APPENDIX II PROPERTY VALUATION REPORTS ii) Pursuant to the following State-owned Land Use Rights Certificates (國用土地使用證), the land-use rights of the Property have been granted to Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

Shun Fu Guo Yong (2015) Di 28 October 2015 Residential and Retail 127,883.88 040000000013 Hao Shun Fu Guo Yong (2015) Di 28 October 2015 Retail 45,399.10 040000000012 Hao Shun Fu Guo Yong (2015) Di 28 October 2015 Retail 29,327.69 040000000014 Hao

Total: 202,610.67

iii) Pursuant to the following Construction Land Planning Permit (建設用地規劃許可證), the planning of the construction land of the Property has been approved to Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

Di Zi Di 440606201503062 Hao 6 September 2015 Residential and Commercial 202,610.67

Total: 202,610.67

iv) Pursuant to the following Construction Work Planning Permit (建設工程規劃許可證), the planning of the construction work of the Property has been approved to Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

Jian Zi Di 440606201712456 Hao Elegant Mansion Zone A Phase 8 3 May 2017 61,368.18 Jian Zi Di 440606201600356 Hao Elegant Mansion Zone A Phase 2 13 January 2016 26,020.48 Jian Zi Di 440606201515759 Hao Elegant Mansion Zone A Phase 3 25 December 2015 71,955.13 Jian Zi Di 440606201604077 Hao Elegant Mansion Zone A Phase 4 15 June 2016 53,272.05 Jian Zi Di 440606201608689 Hao Elegant Mansion Zone A Phase 5 14 December 2016 94,914.11 Jian Zi Di 440606201515547 Hao Elegant Mansion Zone A Phase 1 17 December 2015 43,734.38 (Block 29, 30, 31)

Total: 351,264.33

— 111 — APPENDIX II PROPERTY VALUATION REPORTS v) Pursuant to the following Construction Work Commencement Permit (建築工程施工許可證), the construction work of the Property has been approved to commence by Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

No. 440606201512290000 Elegant Mansion Zone A Phase 1 31 December 2015 48,349.85 (Block 29, 30, 31) No. 440606201601270201 Elegant Mansion Zone A Phase 2 2 February 2016 65,845.30 (Block 10, 11 Basement Phase 1) No. 440606201603080101 Elegant Mansion Zone A Phase 3 18 March 2016 73,159.81 (Block 1-5) No. 440606201606170301 Elegant Mansion Zone A Phase 4 1 July 2016 53,847.82 (Block 15,16,23,24,39) No. 440606201612280201 Elegant Mansion Zone A Phase 5 16 February 2017 94,914.11 (Block 12,13,17,18, Basement) No. 440606201707250101 Elegant Mansion Zone A Phase 8 13 September 2017 61,368.18

Total: 397,485.07 vi) Pursuant to the following Commodity Housing Pre-sale Permit (商品房預售許可證), the commodity housing pre-sale of the Property has been approved to Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

Shun Yu Xu Zi 2016023403 Hao Block 2 Elegant Mansion 13 September 2016 13,162.67 Shun Yu Xu Zi 2016027003 Hao Block 11 Elegant Mansion 10 October 2016 12,990.97 Shun Yu Xu Zi 2016031403 Hao Block 23 Elegant Mansion 16 November 2016 13,291.11 Shun Yu Xu Zi 2017003603 Hao Block 16 Elegant Mansion 21 March 2017 13,531.16 Shun Yu Xu Zi 2016030703 Hao Block 24 Elegant Mansion 14 November 2016 13,271.86 Shun Yu Xu Zi 2017003703 Hao Block 15 Elegant Mansion 21 March 2017 13,463.68 Shun Yu Xu Zi 2017005603 Hao Block 4 Elegant Mansion 1 April 2017 13,706.52 Shun Yu Xu Zi 2016014003 Hao Block 1 Elegant Mansion 8 June 2016 19,248.37 Shun Yu Xu Zi 2016026903 Hao Block 10 Elegant Mansion 10 October 2016 13,255.82 Shun Yu Xu Zi 2016023003 Hao Block 3 Elegant Mansion 9 September 2016 13,306.80 Shun Yu Xu Zi 2017005703 Hao Block 5 Elegant Mansion 1 April 2017 13,602.29 Shun Yu Xu Zi 2017022803 Hao Block 17 Elegant Mansion 1 November 2017 15,241.14 Shun Yu Xu Zi 2018003403 Hao Block 18 Elegant Mansion 13 February 2018 15,237.40

Total: 183,309.79 vii) The gross development value of the property as at the Valuation Date are assessed at approximately RMB10,603,000,000. viii) As advised, the total budgeted construction cost of the Property is approximately RMB4,911,000,000, incl. professional fee. Upon the valuation date, the paid-up construction cost is approximately RMB972,000,000, which has been taken into account in our valuation. ix) According to the information provided, as at the valuation date, portion of high-rise residential and retail of the Property, which is CIP, with a total GFA of 111,558.61 sq m have been pre-sold but not yet handed over, with a total sales amount of approximately RMB1,701,000,000. As instructed, we have taken it into account in our valuation.

—112— APPENDIX II PROPERTY VALUATION REPORTS x) The general description and market information of the property are summarized below:

Location The Property is located at South of Weiye Avenue, Chencun Town, Shunde District, Foshan, Guangdong Province, PRC

Transportation Guangzhou south railway station is located approximately 6 kilometers away from the property. Also, taxi and bus are readily available in the locality.

Nature of Surrounding Area The subject area is a predominately residential and industrial area. xi) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include high-rise residential ranges from RMB19,000 to RMB22,000 psm; the retail ranges from RMB25,000 to RMB30,000 psm; the apartment ranges from RMB15,000 to RMB17,500 psm; and the car spaces sales from RMB110,000 to RMB130,000 per lot. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property. xii) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

State-owned Land Use Rights Grant Contract Yes State-owned Land Use Rights Certificate Yes Construction Land Planning Permit Yes Construction Work Planning Permit Yes Construction Work Commencement Permit Yes Commodity Housing Pre-sale Permit Yes Construction Completion Certificate No Business License Yes

xiii) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) has the rights to use the land in accordance to the above-mentioned land-use rights certificate. Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

Guangdong Hongtai Guotong Real Estate Co., Ltd. (廣東宏泰國通地產有限公司) has obtained the necessary permits and approvals for the construction work of the aforementioned Elegant Mansion (藏瓏華府).

—113— APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 2

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

2 Four Season Spring The Property is a developing residential At the date of RMB187,000,000 City (四季泉城), community located south of No.369 Provincial our inspection, (RENMINBI located south of Road, Sanshan Village, Shengtang Town, the Property ONEHUDRED No.369 Provincial Enping, Jiangmen. It comprises two was under EIGHTYSEVEN Road, Sanshan neighbouring pieces of land, grouping an preliminary MILLION) Village, Shengtang irregular-shaped land lot with a total site area of ground working. Town, Enping, 106,091.31 sq m. As advised, the Jiangmen, construction Guangdong According to the development plan, the Property was commenced Province, PRC will be developed into high-rise residential, in Q3 2017 and townhouse, retail and underground car park with scheduled to be a total proposed gross floor area (GFA) of completed in 246,862.00 sq m, details of which are listed 2020. below:

Portions GFA (sq m)

High-rise 171,640.00 Retail 600.00 Townhouse 34,280.00 Ancillary facility 12,992.00 Car Park 27,350.00

Total 246,862.00

Pursuant to the real estate ownership certificates provided, the land-use rights of the Property have been granted for a term expiring on 27 June 2057 and 27 June 2087 zoned for retail and residential uses, respectively.

Notes: i) Pursuant to the following Real Estate Ownership Certificates (不動產權證), the land-use rights of the Property have been granted to Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司). Details are listed below:

Certificate Number Location Use Site Area (sq m)

Yue (2017) En Ping Shi Bu Dong Sanshan Village, Shengtang Town, Residential and 106,091.31 Chan Quan Di 0008632 Hao Enping other retail

Total: 106,091.31

ii) The gross development value of the property as at the Valuation Date are assessed at approximately RMB1,250,000,000.

—114— APPENDIX II PROPERTY VALUATION REPORTS iii) As advised, the total budgeted construction cost is approximately RMB750,000,000, incl. professional fee. Upon the valuation date, the paid-up construction cost is approximately RMB2,000,000, which has been taken into account in our valuation. iv) The general description and market information of the property are summarized below:

Location The Property is located at south of No.369 Provincial Road, Sanshan Village, Shengtang Town, Enping, Jiangmen, Guangdong Province, PRC

Transportation The Shentang entrance (聖堂出口) of the G15 Shenyang - Haikou Highway (瀋陽-海口高速) and Liangxi Bus Terminal (良西客運站) are located approximately 3 kilometers and 1 kilometer away from the property respectively.

Nature of Surrounding Area The subject area is villages intermingled with some residential developments. v) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include high-rise residential ranges from RMB5,000 to RMB7,000 psm; the townhouses range from RMB7,000 to RMB12,000 psm; the retail ranges from RMB10,000 to RMB16,000 psm; and the car spaces sales from RMB80,000 to RMB120,000 per lot. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property. vi) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

State-owned Land Use Rights Grant Contract No Real Estate Ownership Certificate Yes Construction Land Planning Permit No Construction Work Planning Permit No Construction Work Commencement Permit No Commodity Housing Pre-sale Permit No Construction Completion Certificate No Business License Yes

vii) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司) has the rights to use the land in accordance to the above-mentioned real estate ownership certificates Guangdong Guosha Real Estate Co., Ltd. (廣東國廈地產有限公司) has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

—115— APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 3

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

3 Lake Manor Villa The Property is a developing residential At the date of RMB477,000,000 (山湖海), located community located in Gonghe Ecological Park our inspection, (RENMINBI FOUR in Gonghe (共和生態公園), Gonghe Town, Heshan, the Property HUNDRED SEVENTY Ecological Park, Jiangmen. It comprises twelve neighbouring was under SEVEN MILLION) Gonghe Avenue, pieces of land, grouping an irregular-shaped construction. As Gonghe Town, land lot with a total site area of 407,456.91 advised, the Heshan, Jiangmen, sq m. construction Guangdong was commenced Province, PRC According to the development plan, the Property in Q3 2017 and will be developed into high-rise residential, scheduled to be townhouse and retail with a total proposed gross completed in floor area (GFA) of 729,640.01 sq m, details of 2023. which are listed below:

Portions GFA (sq m)

High-rise 582,537.29 Townhouse 118,832.00 Retail 28,270.72

Total 729,640.01

Pursuant to the real estate ownership certificates provided, the land-use rights of the Property have been granted for a term expiring between 17 March 2045 and 28 January 2050 zoned for retail use and between 17 March 2075 and 28 January 2080 zoned residential use, respectively.

Notes: i) Pursuant to the following State-owned Land-use Rights Grant Contracts (國有土地使用權出讓合同), the land-use rights of the Property have been granted to Wu Xicong (吳錫聰) and Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Owner Use (sq m)

He Guo Tu Chu (2005) 18 March 2005 Xicong Wu (吳錫聰)* Retail 20,000.00 Di 0112 Hao He Guo Tu Chu (2005) 18 March 2005 Xicong Wu (吳錫聰)* Residential 122,586.70 Di 0113 Hao 440784-2010-0006 29 January 2010 Jiangmen Yinghuiwan Real Estate Co., Ltd. Residential 40,837.61 (江門映暉灣房地產有限公司) 440784-2010-0005 29 January 2010 Jiangmen Yinghuiwan Real Estate Co., Ltd. Residential 224,032.57 (江門映暉灣房地產有限公司)

Total: 407,456.88

—116— APPENDIX II PROPERTY VALUATION REPORTS

* Based on the Agreement provided by the Client, Wu Xicong (吳錫聰) had transferred his part of the land-use rights to Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司), can also refer to the Stated-owned Land-use Rights Certificates below. ii) Pursuant to the following State-owned Land-use Rights Certificates (國有土地使用權證), the land-use rights of the Property have been granted to Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

Yue (2018) He Shan Shi Bu Dong Chan 20 March 2018 Residential and Retail 30,590.48 Quan Zheng Di 0006884 Hao He Guo Yong (2011) Di 001303 Hao 28 March 2011 Retail 20,000.00 He Guo Yong (2014) Di 000162 Hao 15 January 2014 Residential and Retail 34,695.55 He Guo Yong (2014) Di 000166 Hao 15 January 2014 Residential and Retail 41,333.15 He Guo Yong (2014) Di 000159 Hao 15 January 2014 Residential and Retail 28,137.54 He Guo Yong (2014) Di 000158 Hao 15 January 2014 Residential and Retail 44,331.26 He Guo Yong (2014) Di 000165 Hao 15 January 2014 Residential and Retail 26,752.56 He Guo Yong (2014) Di 000160 Hao 15 January 2014 Residential and Retail 62,688.69 He Guo Yong (2014) Di 000164 Hao 15 January 2014 Residential and Retail 51,636.34 He Guo Yong (2014) Di 000156 Hao 15 January 2014 Residential and Retail 26,453.73 He Guo Yong (2010) Di 000387 Hao 5 February 2010 Residential 40,837.61

Total: 407,456.91

iii) Pursuant to the following Construction Land Planning Permits (建設用地規劃許可證), the planning of the construction land of the Property has been approved to Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

Di Zi Di 440784201700270 Hao 30 October 2017 Residential 30,668.19 Di Zi Di 440784201800203 Hao 28 April 2018 Residential 8,953.65 Di Zi Di 440784201800051 Hao 24 January 2018 Commercial 2,318.65 Di Zi Di 440784201800073 Hao 7 February 2018 Commercial 4,762.63 Di Zi Di 440784201800093 Hao 9 March 2018 Residential 2,523.89

Total: 49,227.01

—117— APPENDIX II PROPERTY VALUATION REPORTS iv) Pursuant to the following Construction Work Planning Permits (建設工程規劃許可證), the planning of the construction work of the Property has been approved to Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

Jian Zi Di 440784201700325 Hao Phase 2 Lake Manor Villa 30 October 2017 30,304.25 Jian Zi Di 440784201800224 Hao Blocks 3, 5, 6 and 7 Lake Manor Villa 28 April 2018 65,816.94 Jian Zi Di 440784201800051 Hao Block 1, Glory Plaza 24 January 2018 1,754.83 Jian Zi Di 440784201800075 Hao Blocks2&3Glory Plaza 7 February 2018 29,853.32 Jian Zi Di 440784201800099 Hao Blocks 1, 2 & 4 Lake Manor Villa 9 March 2018 46,785.38

Total: 174,514.72

v) Pursuant to the following Construction Work Commencement Permits (建築工程施工許可證), the construction work of the Property has been approved to commence by Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

440784201711060101 Phase 2 Lake Manor Villa 6 November 2017 30,304.25 440784201804280101 Blocks 1, 2 & 4 Lake Manor Villa 28 April 2018 46,785.38

Total: 77,089.63

vi) Pursuant to the following Commodity Housing Pre-sale Permits (商品房預售許可證), the commodity housing pre-sale of the Property has been approved to Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

He Yu Xu Zi Di 20180001 44 Units on Phase 2, 8 January 2018 8,508.42 - 20180011 Hao Lake Manor Villa He Yu Xu Zi Di 20180012 112 Units on Phase 2, 8 February 2018 20,450.40 - 20180031 Hao Lake Manor Villa

Total: 28,958.82

vii) The gross development value of the property as at the Valuation Date are assessed at approximately RMB5,016,000,000. viii) As advised, the total budgeted construction cost of the Property is approximately RMB2,920,000,000, incl. professional fee. Upon the valuation date, the paid-up construction cost is approximately RMB90,000,000, which has been taken into account in our valuation. ix) According to the information provided, as at the Valuation Date, portion of the residential portion, which is CIP, with a total GFA of 6,528.49 sq m has been pre-sold with a total pre-sales amount of approximately RMB64,700,000. As instructed by the Company, we have taken it into account in our valuation.

—118— APPENDIX II PROPERTY VALUATION REPORTS x) The general description and market information of the property are summarized below:

Location The Property is located in Gonghe Ecological Park, Gonghe Avenue, Gonghe Town, Heshan, Jiangmen, Guangdong Province, PRC

Transportation The Gonghe entrance (共和出口) of the G15 Shenyang - Haikou Highway (瀋陽-海口高速) and Gonghe Bus Terminal (共和客運站) are located approximately 2 kilometres and 1 kilometre away from the property respectively.

Nature of Surrounding Area The subject area is a predominately residential area. xi) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include high-rise residential ranges from RMB6,200 to RMB7,000 psm; the townhouses range from RMB11,000 to RMB12,000 psm; the retail ranges from RMB14,000 to RMB20,000 psm; and the car spaces sales from RMB100,000 to RMB120,000 per lot. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property. xii) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

State-owned Land Use Rights Grant Contract Yes State-owned Land-use Rights Certificate Yes Construction Land Planning Permit Yes Construction Work Planning Permit Yes Construction Work Commencement Permit Yes Commodity Housing Pre-sale Permit Yes Construction Completion Certificate No Business License Yes

xiii) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司) has the rights to use the land in accordance to the above-mentioned land-use rights certificate. Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司) has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

Jiangmen Yinghuiwan Real Estate Co., Ltd. (江門映暉灣房地產有限公司) has obtained the necessary permits and approvals for the construction work of the aforementioned Lake Manor Villa (山湖海).

—119— APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 4

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

4 Brown Stone Town The Property is a developing residential At the time of RMB1,411,000,000 (融泰城), located community located close to the border between our inspection, (RENMINBI ONE east of Xiuchuan Xiqing District and Nankai District with a the Property BILLION FOUR Road, Xiqing distance of about 3 km to the south of Tianjin was under HUNDRED AND District, Tianjin, Olympic Centre (天津奧林匹克中心). It has an construction. As ELEVEN MILLION) PRC irregular-shaped land lot with a total site area of advised, the 137,816.40 sq m. Property is scheduled to be According to the development plan, the Property completed in will be developed in three phases and comprise 2020. high-rise residential, garden house and underground car park with a total proposed gross floor area (GFA) of 285,484.90 sq m. Details of which are listed below:

Portions GFA (sq m)

High-rise 104,149.68 Garden House 111,108.53 Facilities 11,407.50 Car Park 58,819.19

Total 285,484.90

Pursuant to the real estate ownership certificates provided, the land-use rights of the Property have been granted for a term expiring on 13 August 2084 zoned for residential use.

Notes: i) Pursuant to the following State-owned Land-use Rights Grant Contract (國有土地使用權出讓合同), the land-use rights of the Property have been granted to Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

TJ11102014019 9 May 2014 Residential 137,816.40

Total: 137,816.40

According to the State-owned Land-use Rights Grant Contract, about 50% of planned GFA will be repurchased by Agricultural Industry and Commerce Parent Company of Dengdian Village, Liqizhuang Street, Xiqing District, Tianjin City (天津市西青區李七莊街鄧店村農工商總公司). Pursuant to Commodity Housing Repurchase Agreement, a total GFA of about 103,362.45 sq m will be repurchased at a unit price of RMB5,900 psm.

— 120 — APPENDIX II PROPERTY VALUATION REPORTS ii) Pursuant to the following Real Estate Ownership Certificate (不動產權證), the land-use rights of the Property have been granted to Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

Jin (2016) Xi Qing Bu Dong Chan 2 August 2016 Residential 137,816.40 Quan Di 1018744 Hao

Total: 137,816.40

iii) Pursuant to the following Construction Land Planning Permit (建設用地規劃許可證), the planning of the construction land of the Property has been approved to Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

2015 Xi Qing Di Zheng 0048 26 July 2016 Residential 137,816.60

Total: 137,816.60

iv) Pursuant to the following Construction Work Planning Permit (建設工程規劃許可證), the planning of the construction work of the Property has been approved to Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

2017 Xi Qing Zhu Zheng 0008 Block 1#, CPS Zone C 17 February 2017 3,810.61 2016 Xi Qing Zhu Zheng 0021 Block 16, 29-36#, CPS Zone A 17 February 2017 43,944.38 2016 Xi Qing Zhu Zheng 0023 Block 2-4, 9-15#, CPS Zone B 27 October 2016 50,361.06 2016 Xi Qing Zhu Zheng 0013 Block 5-8# 7 July 2016 53,326.78 2016 Xi Qing Zhu Zheng 0015 Block 17-22# 5 August 2016 24,512.44 2016 Xi Qing Zhu Zheng 0014 Block 23, 24# 5 August 2016 8,147.20 2016 Xi Qing Zhu Zheng 0012 Block 25-28# 29 July 2016 22,043.98

Total: 206,146.45

— 121 — APPENDIX II PROPERTY VALUATION REPORTS v) Pursuant to the following Construction Work Commencement Permit (建築工程施工許可證), the construction work of the Property has been approved to commence by Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

No.1201112017080101121 Block 1#, CPS Zone C 1 August 2017 15,281.42 No.1201112017080102121 Block 16, 29-36#, CPS Zone A 1 August 2017 69,929.69 No.1201112017041901121 Block 2-4, 9-15#, CPS Zone B 19 April 2017 80,136.05 No.1201112016081001121 Block 5-7# 29 September 2016 39,978.92 No.1201112016112101121 Block 17-22# 21 November 2016 27,814.03 No.1201112016120501121 Block 8, 23, 24# 5 December 2016 24,541.39 No.1201112016092902121 Block 25-28# 29 September 2016 25,078.62

Total: 282,760.12

vi) Pursuant to the following Commodity Housing Pre-sale Permits (商品房預售銷售許可證), the commodity housing pre-sale of the Property has been approved to Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

Jin Guo Tu Fang Shou Xu Zi (2017) Block 25-28# 15 March 2017 22,096.30 0089_001-004 Hao Jin Guo Tu Fang Shou Xu Zi (2017) Block 7, 8# 10 June 2017 24,378.02 0409_001 Hao Jin Guo Tu Fang Shou Xu Zi (2016) Block 5, 6# 10 August 2016 23,834.41 Di 0761-001 Hao

Total: 70,308.73

vii) The gross development value of the property as at the Valuation Date are assessed at approximately RMB2,467,000,000. Pursuant to Commodity Housing Repurchase Agreement, a total GFA of about 103,362.45 sq m will be repurchased at a unit price of RMB5,900 psm, which has been taken into account in our valuation. viii) As advised, the total budgeted construction cost of the Property is approximately RMB930,000,000, incl. professional fee. Upon the valuation date, the paid-up construction cost is approximately RMB274,000,000, which has been taken into account in our valuation. ix) According to the information provided, as at the valuation date, portion of the Property with a total GFA of 45,460.14 sq m have been pre-sold but not yet handed over, with a total sales amount of approximately RMB686,000,000. As instructed by the Company, we have taken it into account in our valuation.

— 122 — APPENDIX II PROPERTY VALUATION REPORTS x) The general description and market information of the property are summarized below:

Location The Property is located east of Xiuchuan Road, Xiqing District, Tianjin, PRC

Transportation Tianjin south railway station is located approximately 8 kilometers away from the property. Also, taxi and bus are readily available in the locality.

Nature of Surrounding Area The subject area is a predominately residential area. xi) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include high-rise residential ranges from RMB18,000 to RMB24,000 psm and the garden house range from RMB20,000 to RMB23,000 psm. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property. xii) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

State-owned Land Use Rights Grant Contract Yes Real Estate Ownership Certificate Yes Construction Land Planning Permit Yes Construction Work Planning Permit Yes Construction Work Commencement Permit Yes Commodity Housing Pre-sale Permit Yes Construction Completion Certificate No Business License Yes

xiii) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) has the rights to use the land in accordance to the above-mentioned real estate ownership certificate Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd.(天津天富融盛房地產開發有限公司) has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd. (天津天富融盛房地產開發有限公司) has obtained the necessary permits and approvals for the construction work of the aforementioned Brown Stone Town (融泰城).

— 123 — APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 5

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

5 Glory Hongtang The Property is a developing residential At the date of RMB952,000,000 Bay (國瑞●紅塘 community located in Hongtangwan Tourism our inspection, (RENMINBI NINE 灣), located in Resort (紅塘灣旅遊度假區), Tianya District. It the Property HUNDRED FIFTY Hongtangwan comprises five neighbouring pieces of land, was under TWO MILLION) Tourism Resort, grouping an irregular-shaped land lot with a construction. As Tianya District, total site area of 96,736.87 sq m. advised, the Sanya, Hainan construction Province, PRC According to the development plan, the Property was commenced will be developed into mid-rise residential, in Q2 2017 and apartment, townhouse and underground car park scheduled to be with a total proposed gross floor area (GFA) of completed in 182,307.36 sq m, details of which are listed 2020. below:

Portions GFA (sq m)

Mid-rise residential 77,436.87 Apartment 12,540.60 Townhouse 16,255.32 Ancillary facility 76,074.57

Total 182,307.36

Pursuant to the real estate ownership certificates provided, the land-use rights of the Property have been granted for a term expiring on 1 June 2057 and 1 June 2087 zoned for commercial and residential uses, respectively.

Notes: i) Pursuant to the following Land-use Rights Transfer Contract (置換土地合同), the land-use rights of the Property have been transferred to Sanya Fusi Industry Co., Ltd. (三亞富斯實業有限公司). Details are listed below:

Project Date of Issuance Use Site Area (sq m)

Lot E30, E31, E33, E35 and E38, 1 January 2017 Residential and 96,736.87 Hongtangwan, Commercial

Total: 96,736.87

— 124 — APPENDIX II PROPERTY VALUATION REPORTS ii) Pursuant to the following Land-use Rights transfer Contract Supplementary Agreement (置換土地合同補充協議), the land-use rights of the Property have been transferred to Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司). Details are listed below:

Site Area Project Date of Issuance Use (sq m)

Lot E30, E31, E33, E35 and E38, Hongtangwan, 11 January 2017 Residential and 96,736.87 Commercial

Total: 96,736.87

iii) Pursuant to the following Real Estate Ownership Certificates (不動產權證), the land-use rights of the Property have been granted to Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Use (sq m)

Qiong (2017) San Ya Shi Bu Dong Chan Quan Di 22 January 2017 Residential 24,078.18 0002086 Hao Qiong (2017) San Ya Shi Bu Dong Chan Quan Di 22 January 2017 Commercial 3,733.81 0002041 Hao Qiong (2017) San Ya Shi Bu Dong Chan Quan Di 22 January 2017 Residential 17,128.56 0002087 Hao Qiong (2017) San Ya Shi Bu Dong Chan Quan Di 22 January 2017 Residential 48,862.65 0002088 Hao Qiong (2017) San Ya Shi Bu Dong Chan Quan Di 22 January 2017 Commercial 2,933.67 0002089 Hao

Total: 96,736.87

iv) Pursuant to the following Construction Land Planning Permit (建設用地規劃許可證), the planning of the construction land of the Property has been approved to Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Use (sq m)

Di Zi Di 460200201700214 Hao 5 May 2017 Commercial and 96,736.87 Residential

Total: 96,736.87

v) The gross development value of the property as at the Valuation Date are assessed at approximately RMB3,596,000,000. vi) As advised, the total budgeted construction cost of the Property is approximately RMB1,279,000,000, incl. professional fee. Upon the valuation date, the paid-up construction cost is approximately RMB19,000,000, which has been taken into account in our valuation.

— 125 — APPENDIX II PROPERTY VALUATION REPORTS vii) The general description and market information of the property are summarized below:

Location The Property is located in Hongtangwan Tourism Resort, Tianya District, Sanya, Hainan Province, PRC

Transportation Sanya Phoenix International Airport is located approximately 10 kilometers away from the property. Also, taxi and bus are readily available in the locality.

Nature of Surrounding Area The subject area is a predominately residential area. viii) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include mid-rise residential ranges from RMB30,000 to RMB31,000 psm; the apartment ranges from RMB26,000 to RMB33,000 psm; the townhouses range from RMB52,000 to RMB65,000 psm and the car spaces sales from RMB120,000 to RMB180,000 per lot. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property. ix) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

State-owned Land Use Rights Grant Contract Yes Real Estate Ownership Certificate Yes Construction Land Planning Permit Yes Construction Work Planning Permit No Construction Work Commencement Permit No Commodity Housing Pre-sale Permit No Construction Completion Certificate No Business License Yes

x) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Sanya Jingheng Properties Co., Ltd. (三亞景恒置業有限公司) has the rights to use the land in accordance to the above-mentioned real estate ownership certificates. 三亞景恒置業有限公司 has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

— 126 — APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 6

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

6 Glory Pinnacle The Property is a developing large-scale At the date of RMB1,223,000,000 (國瑞瑞城), located residential community located south of Lingyuan our inspection, (RENMINBI ONE south of Lingyuan Road and west of Fuhe Avenue, Hanshan the Property BILLION TWO Road (陵園路) and District. It comprises four neighbouring pieces was under HUNDRED TWENTY west of Fuhe of land grouping an irregular-shaped land lot construction. As THREE MILLION) Avenue (滏河大街) with a total site area of 161,735.80 sq m. advised, the in Hanshan District construction (邯山區), Handan, According to the development plan, the Property was commenced Hebei Province, will comprise high-rise residential, apartment, in Q1 2018 and PRC shopping mall, retail podium, club house, was scheduled underground car park and other facilities with a to be completed total proposed gross floor area (GFA) of in 2021. approximately 850,711.46 sq m. Detailed GFA of the Property is listed below:

Portions GFA (sq m)

High-rise Residential 427,827.19 Apartment 69,948.43 Shopping Mall — lease 82,785.53 Shopping Mall — sale 2,367.17 Retail Podium — lease 9,901.99 Retail Podium — sale 13,693.56 Storage Room 40,230.23 Club House 4,863.92 Car Park — lease 69,134.44 Car Park — sale 129,959.00

Total 850,711.46

Pursuant to four Real Estate Ownership Certificates provided, the land-use rights of the Property have been granted for a term expiring on 1 January 2087 for residential uses and 1 January 2057 for retail uses, respectively.

Notes: i) Pursuant to the following State-owned Land-use Rights Grant Contract (國有土地使用權出讓合同), the land-use rights of the Property have been granted to Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司). Details are listed below:

Contract Number Date of Issuance Use Site Area (sq m)

C13040220160008 3 October 2016 Residential and retail 161,735.80

Total: 161,735.80

— 127 — APPENDIX II PROPERTY VALUATION REPORTS ii) Pursuant to the following Real Estate Ownership Certificates (不動產權證), the land-use rights of the Property have been granted to Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Use (sq m)

Ji (2017) Han Dan Shi Bu Dong Chan Quan Di 21 August 2017 Residential 43,808.80 0020741 Hao Ji (2017) Han Dan Shi Bu Dong Chan Quan Di 11 August 2017 Residential and retail 34,800.50 0019991 Hao Ji (2017) Han Dan Shi Bu Dong Chan Quan Di 21 August 2017 Residential 75,061.80 0020736 Hao Ji (2017) Han Dan Shi Bu Dong Chan Quan Di 21 August 2017 Residential 8,064.70 0020738 Hao

Total: 161,735.80

iii) Pursuant to the following Construction Land Planning Permit (建設用地規劃許可證), the planning of the construction land of the Property has been approved to Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司). Details are listed below:

Certificate Number Date of Issuance Use Site Area (sq m)

Di Zi Di 130400201700016 Hao 21 February 2017 Residential, commercial 174,452.70 and kindergarten

Total: 174,452.70

iv) Pursuant to the following Construction Work Planning Permit (建設工程規劃許可證), the planning of the construction work of the Property has been approved to Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

Jian Zi Di 130400201700075 Block 1-10# and retail 1#, 31 October 2017 387,384.05 Glory Pinnacle Jian Zi Di 130400201700070 Block 11, 12# and 15 September 2017 65,864.51 kindergarten, Glory Pinnacle Jian Zi Di 130400201700064 Retail portion of Glory 1 September 2017 154,914.94 Pinnacle

Total: 608,163.50

— 128 — APPENDIX II PROPERTY VALUATION REPORTS v) Pursuant to the following Construction Work Commencement Permit (建築工程施工許可證), the construction work of the Property has been approved to commence by Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司). Details are listed below:

Certificate Number Project Name Date of Issuance GFA (sq m)

No.130400201803230101 Hao Block 9, 10# and car park, 23 March 2018 105,890.67 Glory Pinnacle No.130400201801110101 Hao Block 11, 12#, Glory Pinnacle 11 January 2018 61,000.59 No.130400201804170601 Hao Block1, 2, 3 & 4# and 17 April 2018 128,310.28 underground car park No.130400201804260101 Hao Block 5,6,7&8#, underground 26 April 2018 153,183.10 car park & Block 1# retail No.130400201801110201 Hao Glory Kindergarten 11 January 2018 4,863.92

Total: 453,248.56

vi) The gross development value of the property as at the Valuation Date are assessed at approximately RMB4,895,000,000. vii) As advised, the total budget construction cost of the Property is approximately RMB2,108,000,000 and upon the valuation date, the paid-up construction cost is approximately RMB108,900,000, which has been taken into account in our valuation. viii) The general description and market information of the property are summarized below:

Location The Property is located south of Lingyuan Road (陵園路) and west of Fuhe Avenue (滏河大街) in Hanshan District (邯山區), Handan, Hebei Province, PRC

Transportation Handan railway station is located approximately 3 kilometers away from the property. Also, taxi and bus are readily available in the locality.

Nature of Surrounding Area The subject area is a predominately residential area. ix) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include high-rise residential ranges from RMB7,500 to RMB8,200 psm; apartment range from RMB6,000 to RMB7,500 psm; retail podium ranges from RMB15,000 to RMB19,000 psm; and the car spaces sales from RMB100,000 to RMB120,000 per lot. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property.

— 129 — APPENDIX II PROPERTY VALUATION REPORTS x) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

State-owned Land Use Rights Grant Contract Yes Real Estate Ownership Certificate Yes Construction Land Planning Permit Yes Construction Work Planning Permit Yes Construction Work Commencement Permit Yes Commodity Housing Pre-sale Permit No Construction Completion Certificate No Business License Yes

xi) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司) has the rights to use the land in accordance to the above-mentioned real estate ownership certificates. Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司) has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

Handan Guoxia Real Estate Development Co., Ltd. (邯鄲市國夏房地產開發有限公司) has obtained the necessary permits and approvals for the construction work of the aforementioned Glory Pinnacle (國瑞瑞城).

— 130 — APPENDIX II PROPERTY VALUATION REPORTS

VALUATION SUMMARY — PROPERTY 7

Market value in Particulars of existing state as at No. Property Description and tenure occupancy 28 February 2018

7 Elegant Villa The Property is a developing residential As at the date RMB1,390,000,000 (書香溪墅), located community located in Chongqing College Town of valuation, the (RENMINBI ONE south of (重慶大學城), Shapingba District. It comprises garden house BILLION THREE Daxuecheng South three neighbouring pieces of land, grouping an and townhouse HUNDRED NINETY 2nd Road, irregular-shaped land lot with a total site area of portions of the MILLION) Shapingba District, 205,947.00 sq m. Property were Chongqing, PRC completed, According to the development plan, the Property while the will be developed into high-rise residential, high-rise and garden house, townhouse and underground car car park park with a total proposed gross floor area portions were (GFA) of 416,547.63 sq m, details of which are under listed below: construction. As advised, the Portions GFA (sq m) construction works of the High-rise 90,097.50 garden house Garden House 154,824.28 and townhouse Townhouse 46,026.89 portions was Car Park 125,598.96 commenced in Q3 2015 and Total 416,547.63 completed in 2017. The Pursuant to the real estate ownership certificates high-rise and provided, the land-use rights of the Property car park have been granted for a term expiring on 30 portions are July 2064 zoned for residential use. currently under construction and scheduled to be completed in 2019.

Notes: i) Pursuant to the following State-owned Land-use Rights Grant Contract (國有土地使用權出讓合同), the land-use rights of the Property have been granted to Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Use (sq m)

Yu Di (2013) He Zi (Sha Qu) Di 363 Hao 4 December 2013 Residential 205,947.00

Total: 205,947.00

— 131 — APPENDIX II PROPERTY VALUATION REPORTS ii) Pursuant to the following Real Estate Ownership Certificate (房地產權證), the land-use rights of the Property have been granted to Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Use (sq m)

Yu (2017) Shapingba District Bu Dong Chan 4 September 2017 Residential 116,271.00 Quan Di 000880260 Hao 104D Fang Di Zheng 2015 Zi Di 00310 Hao 9 June 2015 Residential 55,550.00 104D Fang Di Zheng 2015 Zi Di 00311 Hao 9 June 2015 Residential 34,126.00

Total: 205,947.00

iii) Pursuant to the following Construction Land Planning Permit (建設用地規劃許可證), the planning of the construction land of the Property has been approved to Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司). Details are listed below:

Site Area Certificate Number Date of Issuance Use (sq m)

500106201400011 27 January 2014 Residential 205,947.00

Total: 205,947.00

iv) Pursuant to the following Construction Work Planning Permit (建設工程規劃許可證), the planning of the construction work of the Property has been approved to Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司). Details are listed below:

Certificate Number Project Area Date of Issuance GFA (sq m)

Jian Zi Di 500106201500055 Hao N/A 25 June 2015 41,979.57 Jian Zi Di 500106201600054 Hao Zone C 3 August 2016 48,558.69 Jian Zi Di 500106201600081 Hao Zone E 25 October 2016 45,660.92 Jian Zi Di 500106201600082 Hao Zone F 25 October 2016 63,187.95 Jian Zi Di 500106201600080 Hao Zone B 24 October 2016 54,954.56 Jian Zi Di 500106201600062 Hao Zone G 22 August 2016 47,300.37 Jian Zi Di 500106201600061 Hao Zone H 22 August 2016 46,095.24 Jian Zi Di 500106201600056 Hao Zone D 8 August 2016 39,900.15 Jian Zi Di 500106201500110 Hao Zone J 3 November 2015 58,610.58

Total: 446,248.03

— 132 — APPENDIX II PROPERTY VALUATION REPORTS v) Pursuant to the following Construction Work Commencement Permit (建築工程施工許可證), the construction work of the Property has been approved to commence by Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司). Details are listed below:

Certificate Number Project Area Date of Issuance GFA (sq m)

No.500106201711160101 Zone F 16 November 2017 63,187.95 No. 500106201711160201 Zone G 16 November 2017 47,300.37 No. 500106201706120101 Zone B 12 June 2017 54,954.56 No. 500106201609200301 Zone D 20 September 2016 39,900.15 No. 500106201601150101 Zone J 15 January 2016 58,610.58 No. 500106201508030201 Zone A 3 August 2015 25,322.95 No. 500106201507240101 Zone A 24 July 2015 16,656.62 No. 500106201611160101 Zone C 16 November 2016 48,558.69

Total: 354,491.87 vi) Pursuant to the following Commodity Housing Pre-sale Permit (商品房預售許可證), the commodity housing pre-sale of the Property has been approved to Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司). Details are listed below:

Certificate Number Project Name GFA (sq m)

Yu Guo Tu Fang Guan (2015) Yu Zi Di (697) Hao Elegant Villa (Zone A) 15,939.84 Yu Guo Tu Fang Guan (2015) Yu Zi Di (577) Hao Elegant Villa (Zone A) 9,282.35 Yu Guo Tu Fang Guan (2016) Yu Zi Di (097) Hao Elegant Villa (Zone J) 18,963.48 Yu Guo Tu Fang Guan (2016) Yu Zi Di (207) Hao Elegant Villa (Zone J) 22,046.34 Yu Guo Tu Fang Guan (2016) Yu Zi Di (739) Hao Elegant Villa (Zone D) 6,556.12 Yu Guo Tu Fang Guan (2016) Yu Zi Di (849) Hao Elegant Villa (Zone D) 20,756.48 Yu Guo Tu Fang Guan (2016) Yu Zi Di (740) Hao Elegant Villa (Retail) 2,355.78 Yu Guo Tu Fang Guan (2017) Yu Zi Di (596) Hao Elegant Villa (Zone B) 6,578.76 Yu Guo Tu Fang Guan (2017) Yu Zi Di (166) Hao Elegant Villa (Zone C) 15,567,36 Yu Guo Tu Fang Guan (2017) Yu Zi Di (354) Hao Elegant Villa (Zone C) 18,301.36 Yu Guo Tu Fang Guan (2018) Yu Zi Di (203) Hao Elegant Villa (Zone F) 16,571.20 Yu Guo Tu Fang Guan (2017) Yu Zi Di (1099) Hao Elegant Villa (Zone B) 5,193.80 Yu Guo Tu Fang Guan (2017) Yu Zi Di (1249) Hao Elegant Villa (Zone B) 5,193.80 Yu Guo Tu Fang Guan (2017) Yu Zi Di (916) Hao Elegant Villa (Zone B) 6,578.76 Yu Guo Tu Fang Guan (2018) Yu Zi Di (45) Hao Elegant Villa (Zone G) 11,188.06

Total: 181,073.49 vii) The gross development value of the property as at the Valuation Date are assessed at approximately RMB2,224,000,000. viii) As advised, the total budget construction cost of the Property is approximately RMB1,300,000,000 and upon the valuation date, the paid-up construction cost is approximately RMB585,000,000, which has been taken into account in our valuation. ix) According to the information provided, as at the valuation date, portion of the completed garden house and townhouse of the Property with a total GFA of 131,744.39 sq m have been pre-sold but not yet handed over, with a total sales amount of approximately RMB741,000,000, and portion of the car park portion, which is CIP, with a total GFA of 642.31 sq m has been pre-sold with a total pre-sales amount of RMB645,000. As instructed by the Company, we have taken it into account in our valuation.

— 133 — APPENDIX II PROPERTY VALUATION REPORTS x) The general description and market information of the property are summarized below:

Location The Property is located south of Daxuecheng South 2nd Road, Shapingba District, Chongqing, PRC

Transportation Bishan railway station (璧山火車站) is located approximately 11 kilometers away from the property. Also, taxi and bus are readily available in the locality.

Nature of Surrounding Area The subject area is a predominately residential area. xi) In assessing the market value of the Property, we have made reference to sales prices of similar properties in the vicinity. Comparable properties are located in the same district with similar conditions, size and tenure, etc. Comparables that had been selected include high-rise residential ranges from RMB6,700 to RMB8,200 psm; the townhouses range from RMB10,000 to RMB12,000 psm; and the car spaces sales from RMB60,000 to RMB70,000 per lot. In the course of our valuation, we have considered the relevant adjustment factors such as the accessibility, size, environment, building facilities, age/maintenance, etc. to determine the unit price of the Property. xii) Copies of instruments in respect of the status of title and grant of major approvals and licenses of the Property provided to us are as follows:

Document / Approval Availability

xiii) We have been provided with a legal opinion on the Property prepared by the Company’s PRC legal advisor, which contains, inter alia, the following information:

Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) has the rights to use the land in accordance to the above-mentioned real estate ownership certificates. Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) has the rights to use, transfer, lease, mortgage or other legal means to deal with the premises on the condition of adhering to the land-use and the land tenure.

Chongqing Guosha Real Estate Development Co., Ltd. (重慶國廈房地產開發有限公司) has obtained the necessary permits and approvals for the construction work of the aforementioned Elegant Villa (書香溪墅).

— 134 — APPENDIX III GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This supplemental circular includes particulars given in compliance with the Listing Rules for App.1.B.2 the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this supplemental circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in this supplemental 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 14A.70(14) App.1.B.38 (1)(a)(b)(c) App.1.B.34 (1) Directors’ Interests in the shares, underlying shares and debentures of the Company or any associated corporation

As at the Latest Practicable Date, the interests and/or short positions (as applicable) of the Directors in the shares, underlying shares and debentures of the Company or any of the Company’s associated corporations (within the meaning of Part XV of the SFO) which were (i) 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/or short positions (as applicable) which they are taken or deemed to have under such provisions of the SFO); or (ii) required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange, are as follows:

(A) Long positions in the Shares

Approximate percentage of interest in the Name of Director Nature of interest Number of Shares Company

Chairman Zhang1 Interest of a controlled 3,241,754,570 72.94% corporation

Ruan Wenjuan Interest of a controlled 3,241,754,570 72.94% corporation

Note 1: Alltogether Land Company Limited (“Alltogether”) is wholly-owned by Chairman Zhang. As such, Chairman Zhang, through Alltogether, is indirectly interested in the Shares held by Alltogether. Further, as Ms. Ruan Wenjuan, an executive Director of the Company, is the spouse of Chairman Zhang. Ms. Ruan Wenjuan is also deemed to be interested in the Shares held by Alltogether under the SFO.

— 135 — APPENDIX III GENERAL INFORMATION

(B) Long positions in the underlying shares of the Company

Number of Shares in the Company subject to options Approximate granted under the percentage of Pre-IPO Share interest in the Name of Director Nature of interest Option Scheme Company

Ge Weiguang Beneficial owner 3,500,000 0.079%

Ruan Wenjuan* Beneficial owner 3,500,000 0.079%

Zhang Jin Beneficial owner 3,500,000 0.079%

* As Chairman Zhang is the spouse of Ms. Ruan Wenjuan, Chairman Zhang is deemed to be interested in the above underlying Shares held by Ms. Ruan Wenjuan.

Name of Approximate associated percentage of Name of Director Nature of interest corporation shareholding

Chairman Zhang Beneficial owner Alltogether 100%

(2) Substantial Shareholders’ Interests in the shares, underlying shares and debentures of the Company

So far as it is known to the Directors, as at the Latest Practicable Date, the following person (not being a Director or chief executive of the Company) had an interest or short position in the shares or underlying shares of the Company which was required to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Approximate percentage of Name of substantial interest in the shareholder Nature of interest Number of Shares Company

Alltogether(1) Beneficial owner 3,241,754,570 72.94%

China Create Capital Beneficial owner 266,665,078 6.00% Limited

Note(1): Chairman Zhang is the sole director of Altogether.

— 136 — APPENDIX III GENERAL INFORMATION

3. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, as far as the Directors are aware, there is no material adverse App.1.B.32 change in the financial or trading position of the Group since December 31, 2017, being the date to which the latest published audited accounts of the Group were made up.

4. EXPERT AND CONSENT

The following is the qualification of the experts who have provided their opinions or advices, which are contained in this supplemental circular:

Name Qualification

VBG Capital A licensed corporation to carry out Type 1 (dealing App.1.B.5(1) in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

Colliers International (Hong Kong) Ltd. independent property valuer

Beijing Bright Law Firm PRC legal advisers

Each of the above experts has given and has not withdrawn its written consent to the issue of this App.1.B.5(2) supplemental circular with the inclusion herein of its letter and references to its name in the form and context in which they are respectively included in this supplemental circular.

As at the Latest Practicable Date, each of the above experts was not beneficially interested in the App.1.B.5(1) equity interest of any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate other persons to subscribe for any shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group.

Each of the above experts did not have any direct or indirect interest in any assets which have been, since December 31, 2017, being the date to which the latest published audited consolidated accounts of the Company were made up, acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group.

5. SERVICE CONTRACTS App.1.B.39

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into any service contract with the Company or any other member of the Group, which is not terminable by the Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS’ INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS App.1.B.40 (1)(2)

As at the Latest Practicable Date, none of the Directors had any interest in any assets which have been since December 31, 2017 (being the date to which the latest published audited accounts of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were

— 137 — APPENDIX III GENERAL INFORMATION proposed to be acquired or disposed of by or leased to any member of the Group. As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

7. DIRECTORS’ INTERESTS IN COMPETING BUSINESS 14A.70(15)

As at the Latest Practicable Date, none of the Directors or their respective close associates had interests in the businesses, other than being a Director, which compete or are likely to compete, either directly or indirectly, with the businesses of the Group (as would be required to be disclosed under Rule 8.10 of the Listing Rules if each of them was a controlling Shareholder).

8. DOCUMENTS AVAILABLE FOR INSPECTION App.1.B.43 (2)(c)

Copies of the following documents will be available for inspection at Suite 5103A, 51F, Central Plaza, 18 Harbour Road, Hong Kong during normal business hours on any weekday (except public holidays) from the date of this supplemental circular up to and including May 29, 2018:

(1) the Capital Contribution Agreements;

(2) the letter from the Independent Board Committee, the text of which is set out in this supplemental circular;

(3) the letter from VBG Capital, the text of which is set out in this supplemental circular;

(4) the equity valuation reports on the Target Companies, the text of which is set out in Appendix I to this supplemental circular;

(5) the property valuation reports on the Target Companies, the text of which is set out in Appendix II to this supplemental circular;

(6) the written consents as referred to in this Appendix; and

(7) this circular.

— 138 — SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of Guorui Properties Limited (the “Company”) will be held at 9:30 a.m. on Tuesday, May 29, 2018 at 10 Floor, East Block, Hademen Plaza, 8-1# Chongwenmenwai Street, Dongcheng District, Beijing, PRC to consider, if thought fit, transact the following ordinary resolutions in addition to the resolutions set out in the original notice of the Company dated April 25, 2018:

As Special Business

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Shantou Garden Group Co., Ltd.* (汕頭花園集團有限公司)(“Garden Group”), Beijing Guoxing Real Estate Limited* (北京國興地產有限公司), Chongqing Longsha Real Estate Development Co., Ltd.* (重慶龍廈房地產開發有限公司)(“Chongqing Longsha”) (as the existing shareholders) and Guangdong Hongtai Guotong Real Estate Co., Ltd.* (廣東宏泰國通地產有限公司)(“Guangdong Hongtai Guotong”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB366.98 million in Guangdong Hongtai Guotong through a designated subsidiary, a copy of which has been produced to the Meeting marked “A” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

Any one Director be and is hereby authorised for and on behalf of the Company to take all steps necessary or expedient in his opinion to implement and/or give effect to the terms of the above capital contribution agreement and to agree such variations, amendments or waivers thereof as are, in the opinion of such Director, in the interests of the Company.”

— 139 — SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

9. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Garden Group, Guangdong Hongtai Guotong (as the existing shareholders) and Guangdong Guosha Real Estate Co., Ltd.* (廣東國廈地產有限公司) (“Guangdong Guosha”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB46.77 million in Guangdong Guosha through a designated subsidiary, a copy of which has been produced to the Meeting marked “B” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

10. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Garden Group, Tianjin Guoxing Real Estate Co., Ltd.* (天津國興地產有限公司) (as the existing shareholders) and Tianjin Tianfu Rongsheng Real Estate Development Co., Ltd.* (天津天富融盛房地產開發有限公司)(“Tianjin Tianfu Rongsheng”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB171.06 million in Tianjin Tianfu Rongsheng through a designated subsidiary, a copy of which has been produced to the Meeting marked “C” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

— 140 — SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

11. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Garden Group, Shantou Guosha Real Estate Co., Ltd.* (汕頭市國廈地產有限公司)(“Shantou Guosha”) (as the existing shareholders) and Sanya Jingheng Properties Co., Ltd.* (三亞景恒置業有限公司)(“Sanya Jingheng”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB253.82 million in Sanya Jingheng through a designated subsidiary, a copy of which has been produced to the Meeting marked “D” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

12. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Garden Group, Shijiazhuang Guorui Real Estate Development Co., Ltd.* (石家莊國瑞房地產開發有限公司) (as the existing shareholders) and Handan Guoxia Real Estate Development Co., Ltd.* (邯鄲市國夏房地產開發有限公司)(“Handan Guoxia”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB87.22 million in Handan Guoxia through a designated subsidiary, a copy of which has been produced to the Meeting marked “E” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

— 141 — SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

13. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Garden Group, Chongqing Longsha (as the existing shareholders) and Chongqing Guosha Real Estate Development Co., Ltd.* (重慶國廈房地產開發有限公司) (“Chongqing Guosha”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB72.58 million in Chongqing Guosha through a designated subsidiary, a copy of which has been produced to the Meeting marked “F” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

14. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“THAT:

The capital contribution agreement among the Company (as the new investor through a designated subsidiary), Garden Group, Heshan Tengyue Real Estate Development Co., Ltd.* (鶴山市騰悅房地產開發有限公司), Shantou Guosha (as the existing shareholders) and Jiangmen Yinghuiwan Real Estate Co., Ltd.* (江門映暉灣房地產有限公司)(“Jiangmen Yinghuiwan”) (as the target company), pursuant to which, among others, Garden Group will transfer all its equity interest (i.e. 10% equity interest) in the target company to a designated subsidiary of the Company, and the Company will further contribute RMB170.17 million in Jiangmen Yinghuiwan through a designated subsidiary, a copy of which has been produced to the Meeting marked “G” and signed by the chairman of the Meeting for the purposes of identification, and the terms and conditions thereof and all transactions contemplated thereunder and the implementation thereof and any other agreements or documents in connection herewith be and are hereby approved, ratified and confirmed.

— 142 — SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

By order of the Board Guorui Properties Limited Zhang Zhangsun Chairman

Beijing, May 10, 2018

Registered office: Head office and principal place Cricket Square, Hutchins Drive of business in Hong Kong: PO Box 2681 Suite 5103A, 51F, Central Plaza Grand Cayman KY1-1111 18 Harbour Road Cayman Islands Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more shares (the “Shares”) in the Company may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. A new form of proxy (the “Second Proxy Form”) for use at the Meeting is enclosed. Whether or not you intend to attend the Meeting in person, you are encouraged to complete and return the Second Proxy From in accordance with the instructions printed thereon. Completion and return of the Second Proxy From will not preclude a member from attending in person and voting at the Meeting or any adjournment thereof, should he so wish and in such event, the Second Proxy From shall be deemed to be revoked.

4. In order to be valid, the Second Proxy Form must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof) before 9:30 a.m. on Sunday, May 27, 2018.

— 143 — SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

5. For particulars of other resolutions proposed at the AGM, eligibility for attending the AGM, registration procedures for attending the AGM, closure of register of members and other matters regarding the AGM, please refer to the notice and the circular of the AGM dated April 25, 2018.

6. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Directors are:

Executive Directors

Mr. Zhang Zhangsun (Chairman), Mr. Ge Weiguang, Ms. Ruan Wenjuan and Ms. Zhang Jin

Independent non-executive Directors

Mr. Luo Zhenbang, Mr. Lai Siming and Ms. Chen Jingru

This supplemental notice is prepared in both English and Chinese. In the event of inconsistency, the English text of the notice shall prevail over the Chinese text

— 144 —