Connected and Major Transaction in Relation to the Acquisition of the 30% Equity Interest in a Subsidiary; and Notice of Extraordinary General Meeting

R14.63(2)(b) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION R14A.58(3)(b)

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

If you have sold or transferred all your shares in China Overseas Grand Oceans Group Limited, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the R14.58(1) contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability R14A.59(1) whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or R14.60(4)(a) subscribe for the securities in China Overseas Grand Oceans Group Limited.

App1B(1) R13.51A

(incorporated in Hong Kong with limited liability) (Stock Code: 81)

CONNECTED AND MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE 30% EQUITY INTEREST IN A SUBSIDIARY; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to China Overseas Grand Oceans Group Limited

SOMERLEY LIMITED

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

A letter from the independent board committee of China Overseas Grand Oceans Group Limited containing its recommendation to the independent shareholders of China Overseas Grand Oceans Group Limited is set out on pages 15 to 16 of this circular. A letter from Haitong International Capital Limited containing its advice to the independent board committee and the independent shareholders of China Overseas Grand Oceans Group Limited is set out on pages 17 to 41 of this circular.

A notice convening the extraordinary general meeting of China Overseas Grand Oceans Group Limited to be held at 11th Floor, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Wednesday, 15 December, 2010 at 3:30 p.m. is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend this extraordinary general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the share registrar of China Overseas Grand Oceans Group Limited, Tricor Standard Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the extraordinary general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjournment thereof should you so wish but the authority of your proxy will be invalidated forthwith. 26 November, 2010 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 4

Letter from the Independent Board Committee ...... 15

Letter from Haitong Capital ...... 17

Appendix I — Financial Information of the Group ...... I-1

Appendix II — Unaudited Pro Forma Financial Information of the Group ...... II-1

Appendix III — Financial Information of the Pan China Land Group...... III-1

Appendix IV — Valuation Reports of the Pan China Land Group ...... IV-1

Appendix V — General Information...... V-1

Notice of EGM ...... N-1

Accompanying document:

— form of proxy

i DEFINITIONS

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

“Acquisition” the acquisition of the Minority Interests by the Company (or its nominated subsidiary) under the Acquisition Agreement

“Acquisition Agreement” the agreement in relation to the Acquisition, entered into by the Company, Assure Win, Mr. Wang, Mr. Cheng and Kentrise on 2 November, 2010

“acting in concert” has the meaning ascribed to it under the Hong Kong Code on Takeovers and Mergers

“Associated Parties” collectively, associates of, parties acting in concert with and other parties accustomed to taking instructions from such person(s)

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

“Assure Win” Assure Win Investments Limited, a company incorporated under the laws of British Virgin Islands

“Board” the board of Directors

“Business Day” means any day (excluding a Saturday and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at an time between 9 a.m. to 5 p.m. and is not lowered or discontinued at or before 5 p.m.) on which banks are generally open for business in Hong Kong

“COLI” China Overseas Land & Investment Limited (stock code: 688), a company incorporated in Hong Kong with limited liability under the Companies Ordinance and the shares of which are listed on the Main Board of the Stock Exchange

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“Company” China Overseas Grand Oceans Group Limited (stock code: 81), a company incorporated in Hong Kong with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

“Companies Ordinance” the Companies (Cap32) of the Laws of Hong Kong as amended from time to time

“Completion” completion of the Acquisition Agreement

1 DEFINITIONS

“Consideration Shares” an aggregate of 246,785,579 new Shares (subject to adjustment) to be issued under the Acquisition Agreement

“Director(s)” the director(s) of the Company from time to time

“EGM” the extraordinary general meeting of the Company to be held to consider and, if thought fit, approve the resolution(s) in respect of the Acquisition

“Group” the Company and its subsidiaries

”Haitong” Haitong International Capital Limited, a corporation licensed to carry on type 6 regulated activity under the SFO and the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in respect of Acquisition

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

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

“Independent Board Committee” an independent committee of the board of directors of the Company established for the purpose of advising the Independent Shareholders in respect of the Acquisition

“Independent Shareholder(s)” Shareholders other than Assure Win, Mr. Wang, Mr. Cheng, Kentrise and their respective associates

“Kentrise” Kentrise Company Inc., a company incorporated under the laws of the British Virgin Islands and is beneficially wholly owned by Mr. Cheng

“Latest Practicable Date” 23 November, 2010, being the last practicable date for ascertaining certain information included in this circular

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

“Minority Interests” the 28.26% equity interest in Pan China Land and the 30% equity interest in Terborley directly held by Assure Win

“Mr. Cheng” Mr. Cheng Yang, an ultimate beneficial owner of Assure Win

“Mr. Wang” Mr. Wang Tao Guang, a director and an ultimate beneficial owner of Assure Win

2 DEFINITIONS

“Pan China Land” Pan China Land (Holdings) Corporation, a company incorporated under the laws of the Cayman Islands and an indirect 70% owned subsidiary of the Company as at the Latest Practicable Date

“Pan China Land Group” Pan China Land and its subsidiaries

“PRC” People’s Republic of China

“RMB” Renminbi, the lawful currency of the PRC

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

“Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company

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

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Terborley” Terborley Limited, a company incorporated under the laws of the British Virgin Islands and an indirect 70% owned subsidiary of the Company as at the Latest Practicable Date

“%” per cent.

3 LETTER FROM THE BOARD

(incorporated in Hong Kong with limited liability) (Stock Code: 81)

Directors: Registered office: App1B(36) Mr. HAO Jian Min1 (Chairman of the Board) Suite 3012, 30th Floor Mr. Billy K YUNG1 (Vice Chairman) One Pacific Place Mr. CHEN Bin (Chief Executive Officer) 88 Queensway Mr. YU Shangyou Hong Kong Mr. XIANG Hong Mr. ZHU Bing Kun 2 Dr. Timpson CHUNG Shui Ming R2.14 Mr. Jeffrey LAM Kin Fung2 Mr. Dantes LO Yiu Ching2

1. Non-executive Director 2. Independent non-executive Director

26 November, 2010 R14A.58(3)(a) R14.60(1) R14.63(1) R.14.63(2)(a) To the Shareholders

Dear Sir or Madam,

CONNECTED AND MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE 30% EQUITY INTEREST IN A SUBSIDIARY; AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement dated 2 November, 2010 issued by the Company. On 2 November, 2010, the Company, Assure Win, Mr. Wang, Mr. Cheng and Kentrise entered into the Acquisition Agreement pursuant to which the Company (or its nominated subsidiary) will acquire the remaining Minority Interests in the Pan China Land Group. The consideration for the Acquisition is HK$1,233,927,895, which shall be satisfied by the Company by the issue of 246,785,579 Consideration Shares or in cash in accordance with the term of the Acquisition Agreement.

The purpose of this circular is to provide you with further information regarding, among other things, (i) the Acquisition Agreement and the transactions contemplated thereunder; (ii) the recommendations of the Independent Board Committee; (iii) the letter of advice from the Haitong to the Independent Board Committee and the Independent Shareholders; and (iv) the notice of EGM.

4 LETTER FROM THE BOARD

THE ACQUISITION AGREEMENT R14A.59(2)(a) R14.58(3)

On 2 November, 2010, the Company, Assure Win, Mr. Wang, Mr. Cheng and Kentrise entered into the Acquisition Agreement in relation to the Acquisition.

Assure Win is the beneficial owner of 28.26% equity interest in Pan China Land and 30% equity R14A.59(2)(d) R14A.59(2)(e) interest in Terborley, and is indirectly beneficially owned as to 50% by Mr. Wang and as to 50% by R14A.59(2)(f) Mr. Cheng. To the best knowledge of the Directors, Mr. Wang and his assoicate are interested in 4,737,333 Shares, while none of Assure Win, Mr. Cheng and Kentrise is beneficially interested in any Shares as at the date of the Acquisition Agreement. As at the Latest Practicable Date, Mr. Wang is a director of Assure Win, and each of Mr. Wang and Mr. Cheng holds no directorship in the Group.

Consideration R14A.59(2)(c) App1B(10 R14.58(4) R14.58(5) The consideration for the Acquisition is HK$1,233,927,895, which shall be satisfied by the Company by the issue of 246,785,579 Consideration Shares or in cash in accordance with the term of the Acquisition Agreement.

The consideration for the Acquisition has been arrived at after arm’s length negotiations among the parties to the Acquisition Agreement with reference to, among other factors, (i) the fact that the principal assets held by the Company is its 70% equity interest in Pan China Land Group immediately following the completion of the group reorganization of the Group in February, 2010 (details of which are set out in the circular of the Company dated 8 December, 2009); (ii) the prevailing market valuation of the Company; and (iii) the underlying value of the assets of Pan China Land Group based on the latest market valuation.

Consideration Shares

The Consideration Shares of 246,785,579 new Shares (subject to adjustments for, among other things, subdivision, reclassification or consolidation of Shares, capitalisation issues, rights issues, issue of convertible bonds and other customary dilutive events as described in the terms and conditions of the Acquisition Agreement) representing approximately:

(i) 32.15% of the existing issued share capital of the Company; and

(ii) 24.33% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

Pursuant to the terms of the Acquisition Agreement, within the 12-month period commencing from the date of the obtaining of the Independent Shareholders’ approval at the EGM (the “First 12-month Period”) and when the closing price of the Shares as quoted on the Stock Exchange remains above HK$6.6 per Share (subject to adjustments for, among other things, subdivision or consolidation of the Shares) for any ten consecutive trading days (the “Condition”), the Company shall have the obligation to issue the Consideration Shares (as to the number of Consideration Shares as allowed under the terms, including the Criteria (as defined below), of the Acquisition Agreement) to Mr. Wang and Kentrise.

5 LETTER FROM THE BOARD

In the case that the Condition has not been fulfilled within the First 12-month Period, the First 12-month Period will be automatically extended by a further 6-month period following the end of the First 12-month Period (the “Next 6-month Period”). Accordingly, if the Condition is fulfilled during the Next 6-Month Period, the Company shall issue the Consideration Shares (as to the number of Consideration Shares as allowed under the terms, including the Criteria (as defined below) of the Acquisition Agreement) to Mr. Wang and Kentrise.

The consideration for the Acquisition can be settled by cash payment of HK$1,233,927,895 during the First 12-month Period and the Next 6-month Period only by mutual agreement in writing between the Company and Assure Win.

In the case that the Condition has not been fulfilled within the First 12-month Period and the Next 6-month Period, Assure Win shall have the right to require the Company to settle the consideration for the Acquisition, by either (i) issue of the Consideration Shares; or (ii) cash payment of HK$1,233,927,895, within the 6-month period following the end of the Next 6-month Period (the “Last 6-month Period”).

Pursuant to the terms of the Acquisition Agreement, the Company shall allot and issue the Consideration Shares directly to Mr. Wang and Kentrise in accordance with their respective proportional shareholdings in Assure Win as at the date of the Acquisition Agreement. Each of Mr. Wang, Mr. Cheng, and Kentrise shall have the obligation to inform the Company in writing of their respective interest (together with the interest of their respective Associated Parties) in the Company one Business Day prior to the allotment and issue of the Consideration Shares. The Acquisition Agreement also provides that the allotment and issue of the Consideration Shares shall not result in any of Mr. Wang, Mr. Cheng, and Kentrise (together with their respective Associated Parties) being interested in more than 9.9% of the then issued share capital of the Company as enlarged by the issue of Consideration Shares (hereinafter, such 9.9% would be referred to as the “Limit” and the whole clause provision would be referred to as the “Criteria”). For the avoidance of doubt, in determining whether the Limit is reached, Mr. Cheng, Kentrise and their respective Associated Parties’ interest are to be aggregated as a group, whilst Mr. Wang and his respective Associated Parties’ interest are to be aggregated as a group. In the event that any of each of their interests (together with their respective Associated Parties) will exceed the Limit as a result of the issue and allotment of the Consideration Shares, it is agreed that the Company will have the right to withhold the issue of such portion of the Consideration Shares in excess of the Limit to such party whose shareholding exceeds the Limit. In such circumstances, the Company will only need to continue to issue the outstanding Consideration Shares within five Business Days following the receipt of the written notice from Mr. Wang, Mr. Cheng and/or Kentrise informing the Company that each of their respective interest (together with the interest of their respective Associated Parties) is below the Limit.

The terms of the Acquisition Agreement also provide that during the First 12-month Period, the Next 6-month Period and the Last 6-month Period, if the allotment and issue of the Consideration Shares to Mr. Wang and Kentrise will result in insufficient public float of the Company, no Consideration Shares can be issued to them. In such circumstances, Assure Win, Mr. Wang and Mr. Cheng shall take appropriate measures within one month so as to allow the Company to perform its obligations under the Acquisition Agreement.

6 LETTER FROM THE BOARD

In the event that upon expiry of the Last 6-month Period, Assure Win has not exercised its right to request the Company to settle the consideration for the Acquisition by either issue of the Consideration Shares or cash payment of HK$1,233,927,895, the Company shall not be obliged to allot and issue the Consideration Shares or to pay in cash pursuant to the terms of the Acquisition Agreement, and in such circumstances, all obligations of the Company under the Acquisition Agreement shall be deemed having been fully performed upon the expiry of the Last 6-month Period.

In addition, Assure Win, Mr. Wang and Mr. Cheng have undertaken that Mr. Wang, Mr. Cheng, and Kentrise shall take whatever appropriate measures to prevent (i) themselves to become parties acting in concert with each other; and (ii) themselves to become parties acting in concert with any other Shareholders. The Company has also undertaken that the Company will procure 中海宏洋地產集團有限公司 (China Overseas Grand Oceans Property Group Co., Ltd.*) (the indirect wholly owned subsidiary of Pan China Land), Pan China Land and Terborley not to make any dividend payment prior to the payment of consideration of the Acquisition Agreement to Mr. Wang and Kentrise according to the terms of the Acquisition Agreement.

The Consideration Shares will rank pari passu in all respects with all other existing Shares outstanding at the time of issue of the Consideration Shares, and be entitled to all dividends and other distributions, the record date of which falls on a date on or after the date of the registered shareholder of the Consideration Shares is registered in the register of members of the Company.

The Consideration Shares will be issued pursuant to a specific mandate to be sought at the EGM. An application will be made to the Listing Committee of the Stock Exchange for the listing of, and R14.60(4)(b) App1B(9)(1) permission to deal in, the Consideration Shares on the Main Board of the Stock Exchange.

The Directors consider that the terms of the Acquisition Agreement are on normal commercial terms, fair and reasonable and that the Acquisition is in the interests of the Company and the Shareholders as a whole.

Completion

Completion shall take place on the fifth Business Day following the compliance with or fulfillment (or waived, if applicable) of all the conditions precedent to the Completion as set out in the section headed “Conditions Precedent” below.

Conditions Precedent

The Completion shall be conditional upon and subject to:

a) the Shareholders (save and except for those Shareholders who are required to be abstained from voting as required under the Listing Rules) having passed an ordinary resolution to approve the Acquisition Agreement and the transactions contemplated thereunder at a general meeting to be convened and held by the Company in accordance with the Listing Rules and, if applicable, the Hong Kong Code on Takeovers and Mergers;

* for identification purpose only

7 LETTER FROM THE BOARD

b) the Stock Exchange having granted approval for the listing of, and permission to deal in, the Consideration Shares;

c) all necessary consents and approvals from third parties, regulatory and governmental entities having been obtained, including such consents and approvals to be obtained from the Stock Exchange and the Securities and Futures Commission of Hong Kong;

d) Assure Win, Mr. Wang, Mr. Cheng and Kentrise having issued a confirmation (in such format and content unanimously and reasonably agreed by the Company) in relation to any Shares or voting rights in Shareholders’ meetings of the Company in which each of Assure Win, Mr. Wang, Mr. Cheng and Kentrise is directly or indirectly interested in or controls; and

e) no occurrence of any events which will constitute or possibly constitute a breach of any undertakings or warranties provided by Assure Win, Mr. Wang or Mr. Cheng under the terms of the Acquisition Agreement.

Save for conditions precedent (a), (b) and (c) above, the Company can waive the fulfillment of the other conditions precedent at any time by giving written notice to Assure Win. If the conditions above have not been satisfied at or before 5:00 p.m. on 31 January, 2011, or such later date as the Company and Assure Win may agree in writing, the Acquisition Agreement (save and except for the provisions relating to confidentiality, costs and expenses, governing law, binding effect and enforceability) shall cease and terminate immediately.

Neither Completion nor the issue of the Consideration Shares will result in any change of control R14.67(3) of the Company.

INFORMATION ON THE GROUP AND THE PAN CHINA LAND GROUP

As at the Latest Practicable Date, the Group is principally engaged in property investment and R14.58(2) development in the PRC through the Pan China Land Group. The Company holds the Pan China Land Group through its direct wholly-owned subsidiary, namely Jodrell Investments Limited, which in turn directly holds 65.94% equity interest in Pan China Land. The remaining equity interests in Pan China Land is held as to 28.26% by Assure Win and as to 5.8% by Terborley, which in turn is held as to 70% by Jodrell Investments Limited and as to 30% by Assure Win. As advised by Assure Win, the total purchase cost of its interests in Pan China Land and Terborley to Assure Win was approximately R14A.59(14) RMB350 million.

Terborley is a 70% owned subsidiary of the Company as at the Latest Practicable Date. Terborley is an investment holding vehicle and save for its holding of the 5.8% equity interest in Pan China Land, Terborley has no other material assets, and has not conducted any business activities and has recorded no turnover since its incorporation in September, 2007. Save for the minimal administrative expenses incurred which has been settled by loan from associates, Terborley has no other liabilities or contingent liabilities as at the Latest Practicable Date.

Pan China Land is an indirect non-wholly owned subsidiary of the Company. Pan China Land R14A.59(2)(b) Group is principally engaged in property investment and development in the PRC. Pan China Land R14.60(2) Group holds various properties in the PRC for investment, development and sale purpose. Properties under development are all located in the PRC, including Guangdong and Inner Mongolia Provinces, and they will be developed as residential and commercial premises. Properties held for future development are land situated in the PRC, including Beijing, Guangxi, Inner Mongolia and Guangdong Provinces.

8 LETTER FROM THE BOARD

According to the accountants’ report on Pan China Land Group as set out in Appendix III to this R14.58(6) R14.58(7) circular, the audited net asset value of Pan China Land Group was approximately RMB1,196 million (including non-controlling interest of approximately RMB106 million) as at 30 June, 2010. Set out below are the audited consolidated profit/(loss) before and after taxation of Pan China Land Group for the years ended 31 December, 2008 and 31 December, 2009 as extracted from Appendix III to this circular:

For the For the year ended year ended 31 December, 31 December, 2008 2009 RMB’000 RMB’000

Audited consolidated net profit before taxation 836,094 134,556 Audited consolidated net profit/(loss) after taxation 462,072 (231,073)

Further financial information on Pan China Land Group are set out in Appendix III to this circular.

Set out below are the simplified shareholding structures of the Pan China Land Group immediately before and after the Completion:

Before Completion Immediately after Completion R14.66(6)(a)

The Company The Company

100% 100% Jodrell Investments Jodrell Investments Assure Win Limited Limited

70% 30% 100%

Terborley Terborley

65.94% 5.80% 28.26% 94.20% 5.80%

Pan China Land Pan China Land

100% 100% Pandue Investments Pandue Investments Limited Limited

Property Investment Property Investment and Development and Development Business Business

9 LETTER FROM THE BOARD

REASONS FOR THE ACQUISITION R14A.58(1) R14A.58(2) R14A.59(13) R14.58(8) With a view to strengthen and consolidate the Company’s control over its property investment and development businesses carried on through the Pan China Land Group and to obtain the largest possible flexibility to the implementation of strategies in the management and operations of such business, the Company has entered into the Acquisition Agreement to acquire the Minority Interests.

FINANCIAL EFFECTS OF THE ACQUISITION ON THE COMPANY R14.66(5)

Upon Completion, Pan China Land will become a wholly-owned subsidiary of the Company and the financial results of the Pan China Land Group will continue to be consolidated into the financial statements of the Group. Based on the unaudited pro forma consolidated financial statements of the Group set out in Appendix II to this circular, as at Completion, the consideration will be accounted for at its fair value in two components, namely liability and equity components, and the difference between the fair value of the consideration and the carrying amount of the Minority Interests will be dealt within equity. The consolidated net assets value attributable to owners of the Company will be decreased by the liability component of the Consideration and the legal and professional fees in relation to the Acquisition and increased by the carrying amount of the Minority Interests upon Completion. In subsequent periods, interest expenses relating to the liability component of the consideration will be charged to the consolidated income statement of the Group and increase the liability component until the settlement of the consideration. As a result, immediately upon the Completion, the consolidated net assets value attributable to owners of the Company would have decreased from HK$1,677.3 million to HK$1,433.7 million. The gearing ratio, calculated based on total bank borrowings net of cash and cash equivalents over total equity, would have changed from approximately 52.0% to approximately 73.5% upon Completion. It is expected that, other than the transaction costs so incurred, there would not be material impact on the Group’s earning immediately upon Completion. Your attention is drawn to unaudited pro forma consolidated financial statements of the Group as set out in Appendix II to this circular.

In case that the consideration is settled by the issue of the Consideration Shares, the carrying amount of the liability component immediately before such settlement and of the equity component as at Completion will be credited to the share capital and share premium accounts of the Company and the consolidated net assets value of the Group will be increased by the carrying amount of the liability component immediately before such settlement and no material gain or loss will arise.

On the other hand, in case that the consideration is settled in cash, it is expected the Group may record a loss being the difference between the consideration and the carrying amount of the liability component immediately before such settlement and the consolidated net assets value of the Group will be reduced by the aforesaid loss.

Taking into account the combined financial impacts of the Acquisition upon Completion, subsequent recognition of interest expenses and upon settlement of the consideration, the overall financial effect of the Acquisition is as follows:

(i) where the consideration is settled by the issue of the Consideration Shares, no material gain or loss would arise as a result of the Acquisition other than the interest expenses as

10 LETTER FROM THE BOARD

mentioned above and the legal and professional fees in relation to the Acquisition, and the consolidated net assets value of the Group attributable to owners of the Company will be increased as a result of the elimination of the Minority Interests and decreased by the legal and professional fees in relation to the Acquisition;

(ii) where the consideration is settled in cash, the consolidated profit of the Group will be decreased by (i) the difference between the cash consideration and the carrying amount of the liability component as at Completion and (ii) the legal and professional fees in relation to the Acquisition, and the consolidated net assets value of the Group attributable to owners of the Company will be decreased by the cash consideration and the legal and professional fees in relation to the Acquisition and increased by the elimination of the Minority Interests; and

(iii) after Completion, the Shareholders will share all consolidated results and net assets of the Pan China Land Group attributable to owners of Pan China Land and the Minority Interests will be eliminated.

In the event that the consideration is to be settled in cash, the Directors are of the view that the business operations of the Group will not be materially adversely affected for the following reasons:

(i) pursuant to the Acquisition Agreement, the consideration will be settled in cash in the First 12-month Period and the Next 6-month Period only by mutual agreement in writing between the Company and Assure Win. The Company will only agree to settle the consideration in cash in the aforesaid periods given the business operation of the Group will not be material adversely affected; and

(ii) in the case that the Condition has not been fulfilled within the First 12-month Period and the Next 6-month Period, Assure Win shall have the right to require the Company to settle the consideration by either issue of the Consideration Shares or cash. Even if Assure Win requires the Company to settle the consideration in cash, such payment of cash will only be made more than 1.5 years after the date of obtaining of the Independent Shareholders’ approval. In such circumstances, the Directors are of the view that the Group would be able to finance the cash payment of the consideration by, among others, borrowings and/or internal resources of the Group.

FINANCIAL AND TRADING PROSPECT OF THE ENLARGED GROUP App1B(29)(1)(b)

With the completion of the group reorganization and restructuring on 10 February, 2010, the primary focus of the Group is now on the residential and mixed use developments in emerging second and third tier cities, as well as selective, smaller scale developments in first tier and second tier cities, if opportunities arise. Upon Completion, the primary business of the Group will continue to be real estate development and investment in Mainland China. By leveraging on COLI’s real estate investment, development and project management expertise, the Group would further develop its platform in the PRC.

11 LETTER FROM THE BOARD

Based on the experience of the Group’s management, the Group expects that the market fundamentals will revert to a more normal and stable situation. After the acquisition of the controlling stake of the Company in cash by our parent company COLI in early 2010, the professional manpower resources and management of the Group’s property business were beefed up. New marketing strategies and direction for the Group’s rebranding activities were in place, together with providing of high quality after-sales services and property management services.

The Group would closely follow the trend of the external economy and policy decisions to conduct comprehensive research and analysis. It would operate prudently and down to earth, safeguards its interest against risks. It would actively pursue any opportunity to perfect the development and marketing of the existing projects, as well as speeding up cash inflows. On these bases, the Group would also look for possible investment opportunities. The Group would collaborate with its parent company in project developments, operation models, sharing of market intelligences and resources so as to achieve a synergy effect. It would spare no efforts to enhance the returns to development projects and control costs effectively.

INFORMATION ON ASSURE WIN R14.58(2)

Assure Win is the beneficial owner of 28.26% equity interest in Pan China Land and 30% equity interest in Terborley, and is indirectly beneficially owned as to 50% by Mr. Wang and as to 50% by Mr. Cheng. Assure Win is principally engaged in investment holding.

SHAREHOLDING STRUCTURE

For illustrative purpose, the following table sets out the shareholding structure of the Company:

Immediately upon Completion and following the issue of the Consideration Shares (in part) according to the terms of the As at Latest Acquisition Agreement Practicable Date (Note 3) Number of Number of Shares % Shares %

COLI (Note 1) 384,548,244 50.10 384,548,244 40.43 Other Directors (Note 2) 185,118,084 24.12 185,118,084 19.46

Sub-total 569,666,328 74.22 569,666,328 59.89

Kentrise (Note 4) — — 94,161,829 9.90 Mr. Wang 4,737,333 0.62 94,161,829 9.90 Other Shareholders 193,139,602 25.16 193,139,602 20.31

Total 767,543,263 100.00 951,129,588 100.00

12 LETTER FROM THE BOARD

Notes:

1. Of the 384,548,244 Shares, 14,090,000 Shares are held by Chung Hoi Finance Limited, which is wholly owned by COLI, and 370,458,244 Shares are held by Star Amuse Limited, which is indirectly wholly owned by COLI.

2. Mr. Billy K. Yung and Mr. Hao Jian Min, both being Directors, is interested in 184,468,084 Shares and 650,000 Shares respectively as at the Latest Practicable Date.

3. The terms of the Acquisition Agreement provides that, among other things, the allotment and issue of the Consideration Shares will not result in any of Mr. Wang, Mr. Cheng, and Kentrise (together with their respective Associated Parties) being interested in more than the Limit. The Company will have the right to withhold the issue of such portion of the Consideration Shares in excess of the Limit to such party whose shareholding exceeds the Limit until the Company is satisfied that the Criteria can be satisfied.

4. Kentrise is beneficially wholly owned by Mr. Cheng.

If upon the issue and allotment of the Consideration Shares, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public or if the Stock Exchange believes that: (i) a false market exists or may exist in the trading of the Shares; or (ii) there are insufficient issued Shares in public hands to maintain an orderly market, the Company will be in breach of Rule 8.08 of the Listing Rules and the Stock Exchange will consider exercising its discretion to suspend dealings in the Shares until a sufficient level of public float is attained.

LISTING RULES IMPLICATIONS

Assure Win owns 28.26% equity interest in Pan China Land and 30% equity interest in Terborley, and each of Pan China Land and Terborley is a non-wholly owned subsidiary of the Company. Assure Win is therefore a connected person of the Company under the Listing Rules. The Acquisition therefore constitutes a connected transaction for the Company under the Listing Rules. As the relevant percentage ratios defined under Chapter 14 of the Listing Rules in respect of the Acquisition exceeds 25% but less than 100%, the Acquisition constitutes a major transaction of the Company under the Listing Rules and is subject to the approval by the Independent Shareholders. The EGM will be convened and held for the independent Shareholders to consider and, if thought fit, to approve the Acquisition Agreement and the transactions contemplated thereunder. Assure Win, Mr. Wang, Mr. Cheng, Kentrise and their respective associates shall abstain from voting at the EGM on the resolution regarding the Acquisition. As at the Latest Practicable Date, Mr. Wang and his associates hold R2.17 R14.63(2)(d) 4,737,333 Shares, representing approximately 0.62% of the total issued share capital of the Company, R14.66(13) R14A.59(5) and they will abstain from voting at the EGM.

As none of the Directors have a material interest in the transactions contemplated under the R14A.59(18) Acquisition Agreement, none of the Directors were required to abstain from voting on the relevant resolution of the Board.

The Independent Board Committee comprising all the independent non-executive Directors has been established to advise the Independent Shareholders in respect of the Acquisition. Haitong has been appointed to advise the Independent Board Committee and the Independent Shareholders in these respects.

13 LETTER FROM THE BOARD

EGM

The notice of the EGM is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the registrar of the Company at Tricor Standard Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish but the authority of your proxy will be invalidated forthwith.

The result of the voting at the EGM will be announced by the Company following the conclusion thereof.

RECOMMENDATION R14.63(2)(c)

The Board considers that the terms of the Acquisition Agreement are fair and reasonable and the Acquisition is in the interests of the Company and the Shareholders as a whole. The Directors (including the members of the Independent Board Committee) recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Acquisition.

Your attention is drawn to (i) the letter from the Independent Board Committee; and (ii) the letter of advice from Haitong, which are set out in this circular. The Independent Board Committee, having taken into account the advice of Haitong, considers that the Acquisition is in the interests of the Company and the Independent Shareholders as a whole and in the ordinary and usual course of business of the Group, and the terms of the Acquisition Agreement are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, the R14.63(2)(c) Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions to approve the Acquisition.

ADDITIONAL INFORMATION

Your attention is also drawn to the appendices to this circular set out on pages I-1 to V-11.

Yours faithfully, for and on behalf of China Overseas Grand Oceans Group Limited Hao Jian Min Chairman and Non-Executive Director

14 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter of recommendation from the Independent Board Committee R14A.58(3)(c) R14A.59(7) to the Independent Shareholders prepared for the purpose of inclusion in this circular.

(incorporated in Hong Kong with limited liability) (Stock Code: 81)

26 November, 2010

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED AND MAJOR TRANSACTION IN RELATION TO THE ACQUISITION OF THE 30% EQUITY INTEREST IN A SUBSIDIARY

We have been appointed as members of the Independent Board Committee to advise you in respect of the terms of the Acquisition Agreement and the transactions contemplated thereunder, details of which have been set out in the letter from the Board contained in the circular to the Shareholders dated 26 November, 2010 (the “Circular”), of which this letter forms part. Terms defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.

The Independent Board Committee comprising all independent non-executive Directors has been formed in order to make a recommendation to the Independent Shareholders in respect of the Acquisition.

Haitong has been appointed to advise the Independent Board Committee in this respect. Details of its advice and the principal factors taken into consideration in arriving at its recommendation are set out in the letter from Haitong in the Circular. Your attention is also drawn to the letter from the Board and the additional information set out in the appendices to the Circular.

15 LETTER FROM THE INDEPENDENT BOARD COMMITTEE

RECOMMENDATION

Having considered the terms of the Acquisition, and the advice of Haitong, we are of the opinion that the Acquisition is in the interests of the Company and the Independent Shareholders as a whole and in the ordinary and usual course of business and the terms thereof are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. We therefore recommend the Independent Shareholders to vote in favour of the resolution to approve the Acquisition.

Yours faithfully, The Independent Board Committee

Timpson Chung Shui Ming Jeffrey Lam Kin Fung Dantes Lo Yiu Ching Independent non-executive Directors

16 LETTER FROM HAITONG CAPITAL

The following is the text of a letter of advice to the Independent Board Committee and R14A.58(3)(d) R14A.59(8) Independent Shareholders from Haitong for the purpose of incorporation into this circular.

25th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

26 November 2010

To the Independent Board Committee and Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the terms of the Acquisition, details of which are set out in the circular dated 26 November 2010 (the “Circular”) issued by the Company to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same respective meanings as defined in the Circular unless the context otherwise requires.

On 2 November 2010, the Company announced that it entered into the Acquisition Agreement with Assure Win, Mr. Wang, Mr. Cheng and Kentrise on 2 November 2010 in relation to, among others, the acquisition of the Minority Interests by the Company (or its nominated subsidiary). As set out in the “Letter from the Board” of the Circular (“Letter from the Board”), the Acquisition constitutes a connected transaction for the Company under the Listing Rules. Approval will be sought by the Company from the Independent Shareholders for the Acquisition Agreement and the transactions contemplated thereunder at the EGM by way of poll.

In our capacity as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, our role is to provide you with our independent opinion and recommendation as to whether the Acquisition is in the interests of the Company and the Independent Shareholders as a whole and the terms thereof are fair and reasonable so far as the interests of the Company and the Independent Shareholders are concerned, and how the Independent Shareholders should vote in respect of the relevant resolution to approve the Acquisition at the EGM. The Independent Board Committee, the composition of which is set out in the “Letter from the Independent Board Committee” of the Circular, has also been established to advise the Independent Shareholders in relation to the terms of the Acquisition.

17 LETTER FROM HAITONG CAPITAL

BASES AND ASSUMPTIONS

In formulating our recommendation, we have relied on the financial and other information and facts supplied to us and representations expressed by the Directors and/or management of the Group and have assumed that all such financial and other information and facts provided and any representations made to us, or contained in the Circular, have been properly extracted from the relevant underlying accounting records (in case of financial information) and made after due and careful inquiry by the Company, the Directors and management of the Group. We have also assumed that all such financial and other information and facts provided and any representations made to us, or contained in the Circular, were complete, true and accurate at the time they were made and continue to be so at the date of despatch of the Circular. We have been advised by the Directors and/or management of the Group that all relevant information has been supplied to us and that no material facts have been omitted from the information supplied and representations expressed to us and we are not aware of any facts or circumstances which would render such information provided and representations made to us untrue, inaccurate or misleading.

Our review and analyses were based upon, among others, the information provided by the Company as set out below:

(i) the Acquisition Agreement;

(ii) the annual report of the Company for each of the three years ended 31 December 2009 and the interim report of the Company for the six months ended 30 June 2010 (the “Interim Report”); and

(iii) the Circular.

We have also discussed with the Directors and/or management of the Group with respect to the terms of the Acquisition, and consider that we have reviewed sufficient information to reach an informed view and have no reason to doubt the completeness, truth or accuracy of the information and facts provided and representations made to us. We have not, however, conducted an independent verification of the information nor have we conducted any form of investigation into the businesses, affairs, financial performance and positions or prospects of the Group and jointly controlled entities and associates of the Company, COLI and its associates, and Assure Win and Kentrise and their respective associates.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion in respect of the terms of the Acquisition and its effects on the Company and the Independent Shareholders as a whole, we have considered the following principal factors and reasons:

I. Background of and reasons for entering into the Acquisition Agreement

As set out in the Letter from the Board, the Group is principally engaged in the property investment and development in the PRC through the Pan China Land Group. Pan China Land is an indirect non-wholly owned subsidiary of the Company. Pan China Land Group is principally engaged in property investment and development in the PRC and holds various properties in the PRC for investment, development and sale purpose.

18 LETTER FROM HAITONG CAPITAL

As set out in the Letter from the Board, the Company holds the Pan China Land Group through its direct wholly-owned subsidiary, namely Jodrell Investments Limited, which in turn directly holds 65.94% equity interest in Pan China Land. The remaining equity interests in Pan China Land are held as to 28.26% by Assure Win and as to 5.8% by Terborley, which in turn is held as to 70% by Jodrell Investments Limited and as to 30% by Assure Win. Set out below is a simplified shareholding structure of the Pan China Land Group as at the Latest Practicable Date:

The Company

100% Jodrell Investments Assure Win Limited

70% 30%

Terborley

65.94% 5.80% 28.26%

Pan China Land

100% Pandue Investments Limited

Property investment and development business

The above shareholding structure gives the Company a 70% effective equity interest in Pan China Land, while Assure Win has a 30% effective equity interest in Pan China Land.

Reasons for and benefits of the Acquisition Agreement

As set out in the Letter from the Board, with a view to strengthening and consolidating the Company’s control over its property investment and development businesses carried on through the Pan China Land Group and to obtain the largest possible flexibility to the implementation of strategies in the management and operations of such business, the Company has entered into the Acquisition Agreement to acquire the Minority Interests. Upon completion of the Acquisition, Pan China Land will become a wholly-owned subsidiary of the Group.

19 LETTER FROM HAITONG CAPITAL

II. Information about the Pan China Land Group

(A) Financial information of the Pan China Land Group

Set out below are a summary of the consolidated revenue and profit figures of the Pan China Land Group for the three years ended 31 December 2009 and for the six months ended 30 June 2009 and 2010, and the consolidated net assets value attributable to owners of Pan China Land as at 31 December 2007, 2008 and 2009 and 30 June 2010 as extracted from the accountants’ report set out in Appendix III to the Circular, and a discussion of the performance of the Pan China Land Group based on, among others, the financial information of, and management discussion and analysis on the performance of, the Pan China Land Group as set out in Appendix III to the Circular:

For the year For the six months ended 31 December ended 30 June 2007 2008 2009 2009 2010 RMB’ million RMB’ million RMB’ million RMB’ million RMB’ million (audited) (audited) (audited) (unaudited) (audited)

Revenue 2,087.2 1,157.0 1,418.0 996.2 900.3 Gross profit 677.6 552.5 243.9 319.3 240.2 Profit before taxation 619.9 836.1 134.6 541.0 133.9 Profit / (loss) after taxation 359.2 462.1 (231.1) 264.1 62.0 Profit / (loss) after taxation attributable to owners of Pan China Land 313.6 465.0 (226.5) 265.0 62.4

As at 31 December As at 30 June 2007 2008 2009 2010 RMB’ million RMB’ million RMB’ million RMB’ million (audited) (audited) (audited) (audited)

Net assets value attributable to owners of Pan China Land 672.4 1,164.5 1,024.0 1,089.7

The Pan China Land Group achieved a consolidated profit before taxation during the year ended 31 December 2007 (“FY2007”). As advised by the Directors, such profit was mainly attributable to: (i) the surge in revenue from sale of properties, with the recognition of revenue from the sale of Tower 2 and Tower 3 of the Ever Bright World Center in Beijing and a portion of the saleable units of Guangzhou Ever Bright Garden Phase E, which contributed to the gross profit; (ii) the excess of the Pan China Land Group’s share of the net fair value over the cost on acquisitions of further interest of subsidiaries; and (iii) fair value gain on investment properties.

20 LETTER FROM HAITONG CAPITAL

For the year ended 31 December 2008 (“FY2008”), the consolidated profit before taxation of the Pan China Land Group increased as compared with FY2007. As advised by the Directors, such increase was mainly attributable to: (i) despite a substantial drop in revenue largely due to the recognition of revenue of Tower 2 and Tower 3 of the Ever Bright World Center in Beijing in FY2007, the overall gross profit margin increased since a substantial portion of the turnover of the Pan China Land Group in FY2008 was derived from the sale of Guangzhou Ever Bright Garden Phase E, which had a higher gross profit margin than the gross profit margin of Tower 2 and Tower 3 of the Ever Bright World Center in FY2007; (ii) gain on disposal of a jointly controlled entity; (iii) reversal of unutilised provision; and (iv) gain on disposal of a subsidiary.

For the year ended 31 December 2009 (“FY2009”), the Pan China Land Group was able to achieve a turnover growth as compared with FY2008. Notwithstanding the aforesaid and a fair value gain on reclassification of inventories of properties to investment properties, the Pan China Land Group recorded a decrease in the consolidated profit before taxation in FY2009 as compared to FY2008 and a consolidated loss after taxation in FY2009. As advised by the Directors, such decrease in consolidated profit before taxation in FY2009 was mainly attributable to, among others: (i) write-down of inventories of properties and impairment losses on other assets in aggregate amounting to approximately RMB474.5 million; (ii) equity-settled share-based payments of approximately RMB127.7 million in FY2009 (compared to approximately RMB46.7 million in FY2008) and termination benefits to certain staff of approximately RMB56 million in FY2009; (iii) the lower profit margin of the property development project located in Haidian district in Beijing and Guangzhou Ever Bright Garden Phase K (South); and (iv) the recognition of gain on disposal of jointly controlled entity and the reversal of unutilised provision in FY2008 but not in FY2009.

For the six months ended 30 June 2010 (“First Half of FY2010”), the Pan China Land Group recorded a decrease in the consolidated turnover and profit before taxation as compared with the six months ended 30 June 2009. As advised by the Directors, the decrease in the consolidated profit before taxation was mainly attributable to, among others: (i) lower gross profit arising from, among others, decreased sales and changes in sales mix of property development projects; (ii) equity-settled share-based payments of approximately RMB50 million in respect of the deemed disposal of 10% equity interest in a project company holding a Beijing property development project, details of which have been set out in the circular of the Company dated 10 May 2010; and (iii) the absence of significant fair value gain on reclassification of inventories of properties to investment properties in the First Half of FY2010 (such fair value gain was approximately RMB10.8 million for the First Half of FY2010 as compared to approximately RMB321.4 million for the six months ended 30 June 2009).

As advised by the Directors, the Pan China Land Group’s property projects are located across prime tier one cities such as Beijing, Guangzhou and Shanghai as well as emerging cities such as Hohhot, Inner Mongolia. In addition to development projects, the Pan China Land Group has an investment property portfolio comprising office, commercial and/or residential properties in Beijing, Shanghai and Guangzhou.

21 LETTER FROM HAITONG CAPITAL

Major assets and liabilities of the Pan China Land Group

Set out below is a breakdown of the major assets and liabilities of the Pan China Land Group as at 30 June 2010 as extracted from the accountants’ report of the Pan China Land Group in Appendix III to the Circular:

As at 30 June 2010 RMB’million RMB’million

Non-current assets - Investment properties 635.1 - Interests in jointly controlled entities 193.2 - Goodwill 32.0 - Property, plant and equipment 30.1 - Other intangible asset 35.9 - Prepaid lease rental on land 3.0 929.3 Net current assets 1,362.3

Non-current liabilities (1,095.6) Non-controlling interests (106.3)

Net assets value attributable to owners of Pan China Land 1,089.7

Property valuation

The valuation of the property interests of the Pan China Land Group as at 30 September 2010 is set out in the valuation report from CB Richard Ellis Limited, an independent property valuer, contained in Appendix IV to the Circular. We have discussed with CB Richard Ellis Limited its valuation report and noted that the following methodologies have been adopted:

(i) for the property interests held by the Pan China Land Group for investment in the PRC, the valuer has valued those property interests by the direct comparison approach assuming sales of each of these property interests in its existing state with the benefit of vacant possession and making references to comparable sale transactions as available in the relevant markets. The valuer has also valued the property interests by the capitalisation approach taking into account the current rents passing of the property interests and the reversionary potentials of the tenancies;

(ii) in valuing the property interests held by the Pan China Land Group for sale or occupation in the PRC, the valuer has valued such property interests by the direct comparison approach assuming sale of each of these property interests in its existing state with the benefit of vacant possession and making references to comparable sales transactions as available in relevant markets;

22 LETTER FROM HAITONG CAPITAL

(iii) for the property interests held by the Pan China Land Group for development in the PRC, the valuer has valued the property interests on the basis that the property will be or can be developed and completed in accordance with the Pan China Land Group’s latest development schemes. The valuer has adopted the direct comparison approach by making reference to comparable sales evidence as available in the relevant market to arrive at the capital value of the property as if the property were completed at the date of valuation and has also taken into account the development costs already spent and to be spent to reflect the quality of the completed development. The gross development value or “capital value of the property as if completed” represents the valuer’s opinion of the aggregate selling prices of the property assuming that it would have been completed at the date of valuation. For those property interests contracted to be sold, but the formal assignment procedures of which have not yet completed, the valuer has valued this portion of property interests by taking into account the contract prices. The valuer has also valued the property interests by the direct comparison approach, if appropriate, assuming sale of each of these property interests in its existing state with the benefit of vacant possession and making references to comparable sales transactions as available in the relevant markets; and

(iv) we also understand from the valuer that in using the comparison method, comparison is based on prices realised on actual transactions or asking price of comparable properties. Comparable properties with similar sizes, character and locations are analysed, and carefully weighted against all respective advantages and disadvantages of each property in order to arrive at a fair comparison of value.

We understand from the valuer that there are other valuation methodologies including cost approach and discounted cash flow approach which they consider not as appropriate as the methodologies adopted in their valuation as the cost approach is not in line with the market based valuation practice and the discounted cash flow approach is subject to various assumptions and limitations, which could seriously affect the valuation conclusion. In addition, the valuer considers that the valuation methodologies currently adopted in their valuation are in line with market practice. Based on the aforesaid, we consider that the valuation methodologies adopted by the valuer are reasonable and acceptable.

As advised by the Directors, after adjusting for the value of the property interests held by the Pan China Land Group as at 30 September 2010 as set out in the valuation report of CB Richard Ellis Limited and the deferred taxation and minority interests relating thereto, the unaudited consolidated net assets value of the Pan China Land Group attributable to the owners of Pan China Land will be higher than that before such adjustment. As such, the price to book multiple as implied by the cash consideration for the Acquisition after taking into account the effect of such valuation will not be higher than that without taking into account the effect of such valuation, and we consider that the valuation will not affect the conclusion of the price to book multiples analysis as set out below.

(B) Outlook relating to the business of the Pan China Land Group

As set out in the Interim Report, the primary focus of the Group is now on the residential and mixed use developments in emerging second and third tier cities, as well as selective, smaller scale developments in first tier and second tier cities, if opportunities arise, and the primary business of the

23 LETTER FROM HAITONG CAPITAL

Group will continue to be real estate development and investment in Mainland China and the Group would further develop its platform in the PRC by leveraging on COLI’s real estate investment, development and project management expertise, and would collaborate with its parent company in project developments, operation models, sharing of market intelligences and resources so as to achieve a synergy effect. As further set out in the Interim Report, in the foreseeable future, progressive development of the fundamental economies, and the gradual transformation of the industrial and commercial businesses, would be beneficial to the overall development of the general economy in the PRC. The Directors are of the view that the consistency of China’s macroscopic economic policies, significant recovery in the economy, together with a strong housing demand are all contributing to the rapid development of the property market in the China Mainland.

According to the information available on the website of the National Bureau of Statistics of China, the year-on-year sales price indices of buildings in 70 medium-large sized cities in the PRC had recovered from 98.7 in early 2009 to 108.6 in October 2010. In addition, the gross domestic product growth rate of the PRC for the first three quarters of 2010 as compared to the corresponding period of 2009 reached approximately 10.6%. In addition, the year-on-year growth on the investment in fixed assets in the PRC for the year 2009 was approximately 30.1%, which was higher than the year-on-year growth on the investment in fixed assets in the PRC for the year 2008, whereby the growth rate was approximately 25.5%.

Based on the above, we concur with the view of the Directors that the economic development in the PRC will continue to be on a long term growth track and accordingly, the property leasing, investment and development business of the Group will benefit from the growing PRC economy in the long term. However, as set out in the Interim Report, further to the adjustment of macroscopic policy of the Central Government of the PRC in April 2010, a series of control measures to combat property prices were launched, and there are still uncertainties in the aftermath, depending on the magnitude of whether a tight or loose control policy is to be adopted by the Central Government in the monitoring of the property market, as well as the external economic changes in global environment, especially the Euro region. As such, the Directors are cautiously optimistic in respect of the China property market in 2010.

III. The Acquisition Agreement

(A) Principal terms of the Acquisition Agreement

On 2 November 2010, the Company, Assure Win, Mr. Wang, Mr. Cheng and Kentrise entered into the Acquisition Agreement in relation to the acquisition of the Minority Interests, namely the 28.26% equity interest in Pan China Land and 30% equity interest in Terborley, by the Company (or its nominated subsidiary). As Terborley owns a 5.8% equity interest of Pan China Land, the acquisition of the Minority Interests is effectively an acquisition of 30% equity interest in Pan China Land (including 28.26% equity interest in Pan China Land directly held by Assure Win and 1.74% equity interest in Pan China Land indirectly held through Terborley) by the Company (or its nominated subsidiary).

24 LETTER FROM HAITONG CAPITAL

The consideration for the Acquisition (the “Consideration”) is HK$1,233,927,895, which shall be satisfied by the Company by the issue of 246,785,579 Consideration Shares or in cash in accordance with the terms of the Acquisition Agreement.

As set out in the Letter from the Board, pursuant to the terms of the Acquisition Agreement, within the 12-month period commencing from the date of the obtaining of the Independent Shareholders’ approval at the EGM (the “First 12-month Period”) and when the closing price of the Shares as quoted on the Stock Exchange remains above HK$6.6 per Share (subject to adjustments for, among other things, subdivision or consolidation of the Shares) for any ten consecutive trading days (the “Condition”), the Company shall have the obligation to issue the Consideration Shares (as to the number of Consideration Shares as allowed under the terms, including the Criteria (as defined below), of the Acquisition Agreement) to Mr. Wang and Kentrise.

The Consideration can be settled by cash payment of HK$1,233,927,895 during the First 12-month Period and the Next 6-month Period only by mutual agreement in writing between the Company and Assure Win.

In the case that the Condition has not been fulfilled within the First 12-month Period and the Next 6-month Period, Assure Win shall have the right to require the Company to settle the Consideration, by either (i) issue of the Consideration Shares; or (ii) cash payment of HK$1,233,927,895, within the 6-month period following the end of the Next 6-month Period (the “Last 6-month Period”).

As set out in the Letter from the Board, pursuant to the terms of the Acquisition Agreement, the Company shall allot and issue the Consideration Shares directly to Mr. Wang and Kentrise in accordance with their respective proportional shareholdings in Assure Win as at the date of the Acquisition Agreement. Each of Mr. Wang, Mr. Cheng, and Kentrise shall have the obligation to inform the Company in writing of their respective interest (together with the interest of their respective Associated Parties) in the Company one Business Day prior to the allotment and issue of the Consideration Shares. The Acquisition Agreement also provides that the allotment and issue of the Consideration Shares shall not result in any of Mr. Wang, Mr. Cheng, and Kentrise (together with their respective Associated Parties) being interested in more than 9.9% of the then issued share capital of the Company as enlarged by the issue of Consideration Share (hereinafter, such 9.9% would be referred to as the “Limit” and the whole clause provision would be referred to as the “Criteria”). For the avoidance of doubt, in determining whether the Limit is reached, Mr. Cheng, Kentrise and their respective Associated Parties’ interest are to be aggregated as a group, whilst Mr. Wang and his respective Associated Parties’ interest are to be aggregated as a group. In the event that any of each of their interests (together with their respective Associated Parties) will exceed the Limit as a result of the issue and allotment of the Consideration Shares, it is agreed that the Company will have the

25 LETTER FROM HAITONG CAPITAL right to withhold the issue of such portion of the Consideration Shares in excess of the Limit to such party whose shareholding exceeds the Limit. In such circumstances, the Company will only need to continue to issue the outstanding Consideration Shares within five Business Days following the receipt of the written notice from Mr. Wang, Mr. Cheng and/or Kentrise informing the Company that each of their respective interest (together with the interest of their respective Associated Parties) is below the Limit.

In the event that upon expiry of the Last 6-month Period, Assure Win has not exercised its right to request the Company to settle the Consideration by either issue of the Consideration Shares or cash payment of HK$1,233,927,895, the Company shall not be obliged to allot and issue the Consideration Shares or to pay in cash pursuant to the terms of the Acquisition Agreement, and in such circumstances, all obligations of the Company under the Acquisition Agreement shall be deemed having been fully performed upon the expiry of the Last 6-month Period.

The Company has also undertaken that the Company will procure 中海宏洋地產集團有限公司 (China Overseas Grand Oceans Property Group Co., Ltd.*) (the indirect wholly owned subsidiary of Pan China Land), Pan China Land and Terborley not to make any dividend payment prior to the payment of Consideration to Mr. Wang and Kentrise according to the terms of the Acquisition Agreement.

As set out in the Letter from the Board, the Consideration Shares are subject to adjustments for, among other things, subdivision, reclassification or consolidation of Shares, capitalisation issues, rights issues, issue of convertible bonds and other customary dilutive events as described in the terms and conditions of the Acquisition Agreement.

The 246,785,579 Consideration Shares represent:

(i) 32.15% of the total issued share capital of the Company as at the Latest Practicable Date; and

(ii) 24.33% of the issued share capital of the Company as enlarged by the allotment and issue of the Consideration Shares.

As set out in the Letter from the Board, the Consideration has been arrived at after arm’s length negotiations among the parties to the Acquisition Agreement with reference to, among other factors, (i) the fact that the principal assets held by the Company is its 70% equity interest in Pan China Land

26 LETTER FROM HAITONG CAPITAL

Group immediately following the completion of the group reorganization of the Group in February 2010 (details of which are set out in the circular of the Company dated 8 December 2009); (ii) the prevailing market valuation of the Company; and (iii) the underlying value of the assets of Pan China Land Group based on the latest market valuation.

Further details of the terms of the Acquisition Agreement are set out in the Letter from the Board.

(B) Financial impact

As set out in the Letter from the Board, upon Completion, Pan China Land will continue to be a subsidiary of the Company and the financial results of the Pan China Land Group will continue to be consolidated into the financial statements of the Group.

Based on the unaudited pro forma consolidated statement of financial position of the Group set out in Appendix II to the Circular and as advised by the Directors, as at Completion, the Consideration will be accounted for at its fair value in two components, namely liability and equity components, and the difference between the fair value of the Consideration and the carrying amount of the Minority Interests will be dealt within equity. As advised by the Directors, upon Completion, (i) no material gain or loss will arise save for the legal and professional fees in relation to the Acquisition; and (ii) the consolidated net assets value attributable to owners of the Company will be decreased by the liability component of the Consideration and the legal and professional fees in relation to the Acquisition and increased by the carrying amount of the Minority Interests.

After Completion, the Shareholders will share all consolidated results and net assets of the Pan China Land Group attributable to owners of Pan China Land and the Minority Interests will be eliminated.

As advised by the Directors, in subsequent periods, interest expenses relating to the liability component of the Consideration will be charged to the consolidated income statement of the Group and increase the liability component until the settlement of the Consideration.

As advised by the Directors, when the Consideration is settled by the issue of the Consideration Shares, the carrying amount of the liability component immediately before such settlement and of the equity component as at Completion will be credited to the share capital and share premium accounts of the Company. As advised by the Directors, upon the settlement of the Consideration by the issue of the Consideration Shares, the consolidated net assets value of the Group will be increased by the carrying amount of the liability component immediately before such settlement and no material gain or loss will arise.

As advised by the Directors, when the Consideration is settled in cash, it is expected that the Group may record a loss being the difference between the Consideration and the carrying amount of the liability component immediately before such settlement and the consolidated net assets value of the Group will be reduced by the aforesaid loss.

27 LETTER FROM HAITONG CAPITAL

As advised by the Directors, taking into account the combined financial impacts of the Acquisition upon Completion, subsequent recognition of interest expenses and upon settlement of the Consideration, the overall financial effect of the Acquisition from the date of Completion to the date of settlement of the Consideration is as follows:

(i) where the Consideration is settled by the issue of the Consideration Shares, no material gain or loss would arise as a result of the Acquisition other than the interest expenses as mentioned above and the legal and professional fees in relation to the Acquisition, and the consolidated net assets value of the Group attributable to owners of the Company will be increased as a result of the elimination of the Minority Interests and decreased by the legal and professional fees in relation to the Acquisition;

(ii) where the Consideration is settled in cash, the consolidated profit of the Group will be decreased by (i) the difference between the cash Consideration and the carrying amount of the liability component as at Completion; and (ii) the legal and professional fees in relation to the Acquisition, and the consolidated net assets value of the Group attributable to owners of the Company will be decreased by the cash Consideration and the legal and professional fees in relation to the Acquisition and increased by the elimination of the Minority Interests; and

As mentioned above, where the Consideration is settled by the issue of the Consideration Shares, the consolidated profit of the Group will be decreased by the interest expenses relating to the liability component of the Consideration and the legal and professional fees in relation to the Acquisition. Notwithstanding the aforesaid, the Directors consider that such interest expenses do not involve cash outflow and such legal and professional fees are not significant to the Group and the consolidated net assets value of the Group attributable to owners of the Company will be increased as a result of the elimination of the Minority Interests.

Notwithstanding that where the Consideration is settled in cash, there would have a material adverse impact on the consolidated income statement of the Group and the consolidated net assets value of the Group would be decreased by the cash Consideration and the legal and professional fees in relation to the Acquisition, the Directors consider that: (i) such effect on the consolidated income statement of the Group does not result from the decrease in the revenue generating ability of the recurring business of the Group nor an indication of the deterioration of business prospects of the Group while on the other hand, the Group would be able to strengthen its control over the Pan China Land Group and share all consolidated results and net assets of the Pan China Land Group attributable to owners of Pan China Land, which the Directors consider to be beneficial to the Group; and (ii) the Consideration is fair and reasonable having taken into account, among others, the prevailing market capitalization of the Company, the underlying value of the assets of Pan China Land Group based on the latest market valuation, and the fact that Pan China Land Group are the sole operating subsidiaries of the Group.

28 LETTER FROM HAITONG CAPITAL

The settlement of the Consideration by the issue of the Consideration Shares will not have any material adverse impact on the cash position of the Group. The settlement of the Consideration in cash will significantly reduce the cash balance of the Group. Notwithstanding the aforesaid, the Directors consider that in the event that the Consideration is to be settled in cash, the business operations of the Group will not be materially adversely affected for the following reasons:

(i) pursuant to the Acquisition Agreement, the Consideration will be settled in cash in the First 12-month Period and the Next 6-month Period only by mutual agreement in writing between the Company and Assure Win. As advised by the Directors, the Company will only agree to settle the Consideration in cash in the aforesaid periods given the business operations of the Group will not be materially adversely affected; and

(ii) in the case that the Condition has not been fulfilled within the First 12-month Period and the Next 6-month Period, Assure Win shall have the right to require the Company to settle the Consideration by either issue of the Consideration Shares or cash. Even if Assure Win requires the Company to settle the Consideration in cash, such payment of cash will be made more than 1.5 years after the date of obtaining of the Independent Shareholders’ approval. In such circumstances, the Directors are of the view that the Group would be able to finance the cash payment of the Consideration by, among others, borrowings and/or internal resources of the Group. In the event that the Consideration is wholly or partly financed by borrowings, the gearing ratio of the Group will be increased.

As advised by the Directors, the sole operating subsidiaries of the Group are Pan China Land Group and the Group’s principal business of property investment and development in the PRC is carried on by the Pan China Land Group.

Pursuant to the terms of the Acquisition Agreement, the Consideration may be satisfied by the Company by the issue of 246,785,579 Consideration Shares. Under such circumstances, the Acquisition is in essence a swap of the Minority Interests for the shares of the Company, exchanging 30% equity interest in Pan China Land (including the direct interest of 28.26% and the indirect effective interest of 1.74% through Terborley) for approximately 24.33% equity interest in the Company. Accordingly, the equity interest of the existing Shareholders in Pan China Land (indirectly held through their shareholding interests in the Company) will be increased by the same extent of approximately 5.67%.

In addition, during the First 12-month Period and the Next 6-month Period, the Consideration can be settled by cash payment of HK$1,233,927,895 only by mutual agreement in writing between the Company and Assure Win. The Consideration of HK$1,233,927,895 is equivalent to 246,785,579 Consideration Shares multiplied by HK$5 per Share. As advised by the Directors, in agreeing to settle the Consideration in cash, the Company will take into account, among others, the then prevailing market conditions and the internal resources available to the Group, and the Company will agree to make cash payment of the Consideration only if the business operations of the Group will not be materially adversely affected. The Directors consider that such term of the Acquisition Agreement will provide flexibility to the Company and is in the interest of the Company.

29 LETTER FROM HAITONG CAPITAL

It is noted that in the case that the Condition has not been fulfilled within the First 12-month Period and the Next 6-month Period, Assure Win shall have the right to require the Company to settle the Consideration, by either (i) issue of the Consideration Shares; or (ii) cash payment of HK$1,233,927,895, within the Last 6-month Period.

For the purpose of assessing the fairness and reasonableness of the cash consideration for the Acquisition, we have identified 50 Hong Kong listed companies (the “Comparable Companies”) principally engaged in property development business in the PRC and the property development business contributed over 50% of the consolidated turnover of such companies in the last financial year (for Shanghai Industrial Urban Development Group Limited, the eight months ended 31 December 2009) as set out in their respective latest published annual reports or prospectuses, and we consider the list of Comparable Companies an exhaustive list of the relevant comparable companies. We have reviewed and compared the price to book multiples (“P/B”) of the Comparable Companies with the P/B as implied by the cash consideration for the Acquisition. No comparison of price earnings ratios has been made as the Pan China Land Group recorded a consolidated net loss after taxation attributable to owners of Pan China Land for the year ended 31 December 2009.

The valuation multiples of the Comparable Companies have been computed on a historical basis, using the financial data obtained from their respective latest annual reports, interim reports or (for Central China Real Estate Limited) seven-month financial report or (for Yuzhou Properties Company Limited) eight-month financial statements, or prospectuses (where applicable) as published in the website of the Stock Exchange and based on their respective closing prices of shares as at the Latest Practicable Date.

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

1. Country Garden Holdings Property development, 47,759.5 1.87 Company Limited construction, fitting and (2007) decoration, property management and hotel operation

2. Guangzhou R&F Development and sale of 33,963.8 1.80 Properties Co., Ltd. properties, property (2777) investment, hotel operations and other property development related service in the PRC

30 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

3. Agile Property Holdings Property development, 37,574.9 2.03 Limited (3383) property management and hotel operations and property investment

4. Sino-Ocean Land Real estate development, 27,402.2 0.99 Holdings Limited construction, reparation (3377) and decoration, property investment and property management

5. Shui On Land Limited Property development and 19,804.0 0.74 (272) property investment

6. SOHO China Limited Property development and 30,451.5 1.48 (410) property investments

7. Beijing North Star Land and property 6,902.4 0.49 Company Limited (588) development, property investment, property leasing, property management, provision of food and beverage services as well as operation of hotels and department stores

8. Greentown China Development of 14,062.3 1.32 Holdings Limited residential properties in (3900) the PRC

9. KWG Property Holding Property development, 18,226.8 1.49 Limited (1813) property investment, hotel operation and provision of property management services in the PRC

31 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

10. Zhong An Real Estate Property development, 4,359.4 0.88 Limited (672) leasing and hotel operation

11. Beijing Capital Land Ltd. Property development and 5,617.4 1.05 (2868) hotel investment and operation

12. Shanghai Forte Land Co., Property development and 6,045.0 0.73 Ltd. (2337) property investment, as well as the development and operation of ancillary property related services

13. SPG Land (Holdings) Property development, 3,952.2 0.88 Limited (337) property and hotel investment, property management and education

14. Central China Real Estate Property development in 4,280.0 1.15 Limited (“Central the PRC China”) (832)

15. China Overseas Land & Property development and 125,693.3 2.71 Investment Limited investment, real estate (688) agency and management, and treasury operations

16. China Resources Land Property development, 76,060.5 1.74 Limited (1109) property investments and management, hotel operations and provision of construction, decoration services and others

32 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

17. Nan Hai Corporation Property development, 3,844.2 0.99 Limited (680) culture and media services, corporate IT application services, financial information services and distance learning education services

18. Shimao Property Holdings Property development, 42,702.9 1.51 Limited (813) property investment and hotel operation in the PRC

19. Hopson Development Property development, 14,334.4 0.44 Holdings Limited (754) property investment, property management and hotel operations

20. Poly (Hong Kong) Property development, 27,602.3 1.43 Investments Limited property investment and (119) management, hotel operations and its related services, securities investment and construction services

21. New World China Land Investment and 16,527.3 0.44 Limited (917) development of property projects in the PRC

33 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

22. Shenzhen Investment Property development, 9,513.4 0.72 Limited (604) property investment and property management, provision of transportation services, manufacture and sale of industrial and commercial products

23. Yuexiu Property Company Principally engaged in 18,191.2 1.03 Limited (123) development, selling and management of properties and holding of investment properties

24. Tian An China Development of high-end 8,709.1 0.77 Investments Company apartments, villas, Limited (28) office buildings and commercial properties, property investment, property management and hotel operation, as well as the manufacturing and sale of construction materials in China

25. Sinolink Worldwide Property development, 4,001.5 0.61 Holdings Limited property management (1168) and property investment

26. Tomson Group Limited Property development and 4,156.6 0.44 (258) investment, hospitality and leisure activities, manufacturing of PVC pipes, securities trading and investment holding

34 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

27. China Properties Group Property development and 4,341.8 0.13 Limited (1838) property investment in the PRC

28. Shanghai Zendai Property Property development 3,810.0 0.83 Limited (755) business, property investments, management and agency services, hotel operations and provision of travel related services

29. Shanghai Industrial Urban Property development, 8,755.7 1.25 Development Group property investment and Limited (563) hotel operations

30. SRE Group Limited Real estate development, 2,775.0 0.34 (1207) large-scale new towns planning and development, property leasing and hotel operations in the PRC

31. Lai Fung Holdings Property development for 2,253.4 0.30 Limited (1125) sale and property investment for rental purposes

32. Coastal Greenland Property development, 1,311.6 0.39 Limited (1124) property investment and provision of property management services

33. China Chengtong Property development and 1,898.9 1.46 Development Group property investment Limited (217) including land resources exploitation, and strategic investment

35 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

34. Hong Long Holdings Development of middle to 1,538.3 0.75 Limited (1383) high range residential and commercial properties as well as leasing of commercial properties in the Guangdong, Heibei and Liaoning Provinces, the PRC

35. China Aoyuan Property Property development and 3,971.0 0.60 Group Limited (3883) property investment in the PRC

36. Hengli Properties Property letting, sales of 302.0 2.85 Development (Group) land use rights and Limited (169) developed properties and investment holdings in the PRC

37. New Heritage Holdings Property development and 345.2 0.39 Ltd. (95) investment

38. Glorious Property Development and sale of 22,442.8 1.70 Holdings Limited (845) high quality properties in key economic cities in the PRC

39. Mingfa Group Property development, 14,700.0 2.85 (International) property investment and Company Limited (846) hotel operation in the PRC

40. K. Wah International Property development and 7,524.4 0.81 Holdings Limited (173) investment in Hong Kong, Mainland China and Singapore

36 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

41. Powerlong Real Estate Property development, 8,950.6 0.89 Holdings Limited property investment, (1238) property management, and other property development related services in the PRC

42. Yuzhou Properties Property development, 5,784.0 1.22 Company Limited property investment, (1628) (“Yuzhou property management Properties”) and hotel operations

43. Evergrande Real Estate Property development, 51,300.0 2.94 Group Limited (3333) property investment, property management, property construction, land leveling and other services related to property development in the PRC

44. Longfor Properties Co. Property development, 52,477.9 3.27 Ltd. (960) property investment and property management in the PRC

45. Fantasia Holdings Group Property development, 6,287.3 1.33 Co., Limited (1777) property investment, property agency services, property operation services and hotel services

46. Kaisa Group Holdings Property development, 10,005.5 1.37 Ltd. (1638) property investment and property management

47. China SCE Property Property development, 5,934.7 1.51 Holdings Limited property investment and (1966) property management

37 LETTER FROM HAITONG CAPITAL

Market capitalisation as at the Latest P/B Company (stock code) Principal activities Practicable Date (Note 1) (HK$ million) (approximate times)

48. Tian Shan Development Property development in 1,640.0 1.46 (Holding) Limited the PRC (Note 2) (2118)

49. Sunac China Holdings Property development, 9,420.0 2.48 Limited (1918) property investment and (Note 2) property management services in the PRC

50. Franshion Properties Development of and 22,903.7 1.32 (China) Limited (817) investment in real estate projects, hotel operations and property leasing

Average 1.24

Maximum 3.27

Minimum 0.13

Source of information for Comparable Companies: Bloomberg, www.hkex.com.hk and annual reports or interim reports or (for Central China) seven-month financial report or (for Yuzhou Properties) eight-month financial statements, or prospectuses of the respective companies above. Amounts denominated in Renminbi, if any, have been translated into HK$ at an exchange rate of RMB1 = HK$1.1485 for comparison purpose only.

Notes:

1. P/Bs of the Comparable Companies (other than companies nos. 48 to 49) are calculated based on their respective closing prices per share as quoted on the Stock Exchange as at the Latest Practicable Date and their consolidated net assets value attributable to equity holders per share as at the balance sheet date of their latest published annual or interim report or (for Central China) seven-month financial report or (for Yuzhou Properties) eight-month financial statements, which is calculated by dividing the consolidated net assets value attributable to the equity holders of the respective companies as at the balance sheet date as disclosed in their latest published annual or interim report or (for Central China) seven-month financial report or (for Yuzhou Properties) eight-month financial statements by the total number of ordinary shares in issue of the respective companies as at the balance sheet date, as adjusted for bonus issues, or rights issues or open offers which took place subsequent to their respective balance sheet dates (if any).

38 LETTER FROM HAITONG CAPITAL

2. These Comparable Companies were listed on the Stock Exchange after their most recent balance sheet date. As such, the consolidated net assets value of these newly listed Comparable Companies have been adjusted for the net proceeds from their initial public offering as disclosed in their announcements of allotment results or (if applicable) exercise of over-allotment option.

Based on the respective closing prices of the shares of the Comparable Companies as at the Latest Practicable Date, the P/Bs of the Comparable Companies range from approximately 0.13 time to approximately 3.27 times, with an average of approximately 1.24 times.

The Acquisition

The P/B as implied by the cash consideration for the Acquisition, which is calculated by dividing the Consideration by the carrying amount of the Minority Interests in the unaudited consolidated financial statements of the Group as at 30 June 2010 of approximately HK$397.1 million as set out in the unaudited pro forma financial information of the Group in Appendix II to the Circular, is approximately 3.11 times. We note that the P/B as implied by the cash consideration for the Acquisition is within the range, but higher than the average of the P/Bs of the Comparable Companies.

Given that the Pan China Land Group are the sole operating subsidiaries of the Group and the Group’s principal business of property investment and development in the PRC is carried on by the Pan China Land Group, we consider that the current market capitalization of the Company is in effect an indication of the market valuation of 70% of the Pan China Land Group’s business. In light of the foregoing, the value of the Minority Interests calculated based on the market capitalization of the Company based on the closing price of the Shares as at the Latest Practicable Date would be approximately HK$1,803 million, which is higher than the Consideration of approximately HK$1,234 million. Given the aforesaid and the fact that Assure Win has the discretion to require the Company to settle the Consideration in cash only in the Last 6-month Period, which is more than 1.5 years after the date of obtaining of the Independent Shareholders’ approval, we consider that the Consideration is fair and reasonable.

Having taken into account:

(1) in the event that the Consideration is satisfied by the issue of 246,785,579 Consideration Shares, the Acquisition is in essence a swap of the Minority Interests for the shares of the Company, exchanging 30% equity interest in Pan China Land (including the direct interest of 28.26% and the indirect effective interest of 1.74% through Terborley) for approximately 24.33% equity interest in the Company (calculated based on the Consideration Shares as a percentage of the total issued share capital of the Company as at the Latest Practicable Date enlarged by the issue of the Consideration Shares). Given the aforesaid and the fact that Pan China Land will become an indirect wholly-owned subsidiary of the Company immediately after Completion, notwithstanding the dilution effect of the Acquisition on the shareholding interest of the existing Shareholders in the Company, the indirect equity interest of the

39 LETTER FROM HAITONG CAPITAL

existing Shareholders in Pan China Land will in fact increase from 70% to approximately 75.67% (as a percentage of the total issued share capital of the Company as at the Latest Practicable Date enlarged by the issue of the Consideration Shares) as a result of the Acquisition. Given that there were a total of 767,543,263 Shares in issue as at the Latest Practicable Date and each board lot of Shares comprises 1,000 Shares, the interest in Pan China Land for each board lot of Shares before and after Completion and the issue of 246,785,579 Consideration Shares is approximately 0.00009% and approximately 0.00010% respectively. In other words, as a result of the Acquisition, while the interest of the existing Shareholders in the sole business of the Group operated by the Pan China Land Group will not be diluted, the existing Shareholders will be able to have a higher sharing of the operating results of such business as indicated by the increase in the interest of existing Shareholders in Pan China Land;

(2) even the Consideration may be settled in cash, such cash settlement will only be available during the First 12-month Period and the Next 6-month Period when the Company agrees to do so, and Assure Win only has the right to require the Company to settle the Consideration in cash in the Last 6-month Period, which is more than 1.5 years after the date of obtaining of the Independent Shareholders’ approval. As such, taking into account the time factor in the case that Assure Win has the discretion to require cash payment, the P/B as implied by the present value of the Consideration would be lower than the P/B of approximately 3.11 times as calculated above;

(3) the value of the Minority Interests calculated based on the market capitalization of the Company based on the closing price of the Shares as at the Latest Practicable Date would be approximately HK$1,803 million, which is higher than the Consideration of approximately HK$1,234 million;

(4) the P/B as implied by the cash consideration for the Acquisition is within the range of the P/Bs of the Comparable Companies and notwithstanding that the P/B as implied by the cash consideration for the Acquisition is higher than the average of the P/Bs of the Comparable Companies, the Directors consider that a premium for the Acquisition is justified given that Pan China Land is the holding company of the sole operating subsidiaries of the Group and by acquiring the Minority Interests, the Company will be able to strengthen and consolidate its control over the property investment and development businesses carried on through the Pan China Land Group and increase the Group’s flexibility in the implementation of strategies in the management and operations of such business and in view of paragraphs (2) to (3) as mentioned above, we concur with the view of the Directors that the Acquisition is in the interests of the Company and the Shareholders as a whole and in the ordinary and usual course of business of the Group and the terms thereof are normal commercial terms and fair and reasonable.

40 LETTER FROM HAITONG CAPITAL

CONCLUSION AND RECOMMENDATION

Having considered the above principal factors and reasons, we consider that the Acquisition is in the interest of the Company and the Independent Shareholders as a whole and in the ordinary and usual course of business of the Group and the terms thereof are normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolution to approve the Acquisition.

Yours faithfully, For and on behalf of Haitong International Capital Limited

Derek C. O. Chan Kenneth Ng Managing Director Executive Director

41 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

1. AUDITED CONSOLIDATATED FINANCIAL STATEMENTS OF THE GROUP R14.67(6)(a)(i) App1B(31)(1) App1B(31)(3) The Company is required to set out in this circular the information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited statement of financial position together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Group for the year ended 31 December, 2009 has been set out in the Annual Report 2009 of the Company which was posted on 16 April, 2010 on the Stock Exchange’s website (http://www.hkexnews.hk). Please also see below quick link to the Annual Report 2009:

http://www.hkexnews.hk/listedco/listconews/sehk/20100416/LTN20100416799.pdf

The audited consolidated financial statements of the Group for the year ended 31 December, 2008 has been set out in the Annual Report 2008 of the Company which was posted on 28 April, 2009 on the Stock Exchange’s website (http://www.hkexnews.hk). Please also see below quick link to the Annual Report 2008:

http://www.hkexnews.hk/listedco/listconews/sehk/20090428/LTN20090428714.pdf

The audited consolidated financial statements of the Group for the year ended 31 December, 2007 has also been set out in the comparative column of the Annual Report 2008 of the Company. Please refer to quick link to the Annual Report 2008 as above for more details.

2. UNAUDITED INTERIM FINANCIAL INFORMATION OF THE GROUP

The unaudited interim consolidated financial statements of the Group for the six months ended 30 June, 2010 has been set out in the Interim Report 2010 of the Company posted on 26 August, 2010 on the Stock Exchange’s website (http://www.hkexnews.hk). Please also see below quick link to the Interim Report 2010:

http://www.hkexnews.hk/listedco/listconews/sehk/20100826/LTN20100826203.pdf

I-1 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

3. INDEBTEDNESS App1B(28) (1)(2)(3)(4)

As at the close of business on 31 October, 2010, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had borrowings amounting to approximately HK$2,434 million and guarantees amounting to approximately HK$1,632 million, details of which are as follows:

Borrowings

The following table illustrates the Group’s bank and other borrowings as at 31 October, 2010:

HK$’000

Mortgage loans (secured) (Note (a)) 899,983 Bank and other loans (unsecured) (Note (b)) 1,460,378 Amount due to a jointly controlled entity (Note (c)) 231 Amount due to a minority shareholder (Note (c)) 70,223 Amount due to a holding company (Note (c)) 2,739

2,433,554

Notes:

(a) The Group had charges on certain inventories of properties, leasehold building in property plant and equipment and investment properties (part of the Properties No. 1, 6, 13, 14, 15 and 16 of Appendix IV to this circular) mainly for securing mortgage loans.

The Group also had charges on certain of its receivables for securing mortgage loan.

(b) The bank and other loans are unsecured, arranged at floating rates of 5.18% p.a. to 5.4% p.a. and repayable in one to three years.

Guarantees

The following table illustrates the Group’s guarantees as at 31 October, 2010:

Guarantees given to:

HK$’000

Bank for mortgage loans granted to purchasers of certain subsidiaries’ properties 1,632,385

I-2 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

For the purpose of this statement of indebtedness, foreign currency amounts have been translated into Hong Kong dollars at the approximate exchange rates prevailing as at the close of business on 31 October, 2010.

Disclaimer

Apart from intra-group liabilities and normal trade payables, the Group did not have, as at the close of business on 31 October, 2010, any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans, debentures or other similar indebtedness, charges, liabilities under acceptances (other than normal trade bills), acceptance credits, mortgages, hire purchase or finance lease commitments, guarantees or other material contingent liabilities.

4. WORKING CAPITAL App1B(30)

The Directors are of the opinion that, taking into account the financial resources available to the Group, including the internally generated funds, and the available banking facilities, the Group has, in the absence of unforeseeable circumstances, sufficient working capital for its present requirement for the next twelve months from the date of this circular.

5. MATERIAL ADVERSER CHANGE App1B(32)

Save for the group restructuring and the distribution in specie completed in February 2010 (details of which are set out in the Company’s circular dated 8 December 2009), as at the Latest Practical Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December, 2009, being the date to which the latest published audited financial statements of the Company were made up.

I-3 APPENDIX I FINANCIAL INFORMATION OF THE GROUP

6. RECONCILIATION STATEMENT

The statement below shows the reconciliation of the valuation of the property interests of the Pan China Land Group as at 30 September, 2010 as set out in Appendix IV (the “Properties”) and the book value of the Properties as at 30 June, 2010:

The Group RMB’000

Net book value of the Properties attributable to the Group as at 30 June, 2010 4,220,645 Movements from 1 July, 2010 to 30 September, 2010 Additions 124,358 Disposals (32,591) Depreciation and amortisation (101)

Net book value of the Properties attributable to the Group as at 30 September, 2010 4,312,311 Valuation surplus 3,537,408

Valuation of the Properties attributable to the Group as at 30 September, 2010 per Appendix IV 7,849,719

Note: The net book value of the Properties attributable to the Group as at 30 June, 2010 of approximately RMB4,220,645,000 comprises of (i) investment properties of approximately RMB518,294,000; (ii) properties held for owner-occupations of approximately RMB19,665,000; and (iii) inventories of properties of approximately RMB3,682,686,000. These correspond to attributable interest in Pan China Land Group, the full value of such are disclosed under Appendix III of the Circular, including (i) investment properties of approximately RMB635,120,000 and RMB162,000,000 held under a jointly controlled entity; (ii) property held for owner-occupations of approximately RMB25,048,000 and RMB3,045,000 held under prepaid lease rental on land ; and (iii) inventories of properties of approximately RMB5,009,736,000 and RMB1,019,592,000 held under a jointly controlled entity.

I-4 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

(A) UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION R14.67(6)(a)(ii) OF THE GROUP

The unaudited pro forma consolidated statement of financial position of the Group has been prepared in accordance with Rule 4.29 of the Listing Rules for the purpose of illustrating the financial impact of the Acquisition on the Group as if the Acquisition had taken place on 30 June, 2010.

The unaudited pro forma consolidated statement of financial position of the Group is based upon the unaudited consolidated statement of financial position of the Group as at 30 June, 2010, which has been extracted from the published interim report of the Group for the six months ended 30 June, 2010, after giving effect to the pro forma adjustments as stated in the accompany notes that are directly attributable to the Acquisition and not relating to future events or decisions, and factually supportable.

The unaudited pro forma consolidated statement of financial position of the Group is for illustrative purpose only and is based on a number of assumptions, estimates and uncertainties. Because of its hypothetical nature, it may not give a true picture of the actual financial position of the Group that would have been attained had the Acquisition been completed on 30 June, 2010 or to predict the future financial position of the Group upon completion of the Acquisition.

The unaudited pro forma consolidated statement of financial position of the Group should be read in conjunction with the historical financial information of the Group as set out in Appendix I and other financial information included elsewhere in this circular.

II-1 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The Group The Group Pro forma As at As at 30 June, 30 June, 2010 Pro forma adjustments 2010 HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3)

Non-current assets Investment properties 728,013 728,013 Property, plant and equipment 41,971 41,971 Prepaid lease rental on land 3,407 3,407 Goodwill 85,330 85,330 Other intangible assets 41,110 41,110 Interests in jointly controlled entities 221,471 221,471 1,121,302 1,121,302

Current assets Inventories of properties 5,878,409 5,878,409 Other inventories 884 884 Trade and other receivables, prepayments and deposits 683,398 683,398 Prepaid lease rental on land 83 83 Amounts due from jointly controlled entities 118,169 118,169 Amounts due from minority shareholders 4,241 4,241 Tax prepaid 9,988 9,988 Restricted cash and deposits 299,011 299,011 Cash and cash equivalents 502,108 502,108 7,496,291 7,496,291

II-2 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

The Group The Group Pro forma As at As at 30 June, 30 June, 2010 Pro forma adjustments 2010 HK$’000 HK$’000 HK$’000 HK$’000 (Note 1) (Note 2) (Note 3)

Current liabilities Trade and other payables 1,892,874 4,984 1,897,858 Sales deposits received 1,698,299 1,698,299 Amount due to a holding company 1,562 1,562 Amount due to a jointly controlled entity 229 229 Amount due to a minority shareholder 69,777 69,777 Consideration payable on acquisition of a subsidiary 63,940 63,940 Taxation liabilities 661,381 661,381 Bank borrowings 741,630 741,630 5,129,692 5,134,676 Net current assets 2,366,599 2,361,615 Total assets less current liabilities 3,487,901 3,482,917

Non-current liabilities Bank borrowings 903,253 903,253 Deferred tax liabilities 388,392 388,392 Convertible liability — 635,696 635,696 1,291,645 1,927,341 Net assets 2,196,256 1,555,576

Capital and reserves Share capital 7,675 7,675 Reserves 1,669,653 (238,610) (4,984) 1,426,059 Equity attributable to owners of the Company 1,677,328 1,433,734 Non-controlling interests 518,928 (397,086) 121,842 Total equity 2,196,256 1,555,576

Notes: 1. The amounts have been extracted without adjustment from the unaudited interim financial statements of the Group for the six months ended 30 June, 2010 as contained in the Company’s interim report.

II-3 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

2. The adjustment reflects the completion of the Acquisition. As estimated by the independent professional valuer, the fair value of the consideration as at 30 June, 2010 amounted to approximately HK$1,170,507,000, which comprised of a liability component of HK$635,696,000 and an equity component of HK$534,811,000. The carrying amount of the non-controlling interest in Pan China Land held by Assure Win as at 30 June, 2010 amounted to HK$397,086,000. The difference in the fair value of the consideration and the carrying amount of the non-controlling interest of Pan China Land amounting to HK$773,421,000 is dealt within equity. The fair value of the consideration will have to be reassessed as at the date of the completion of the Acquisition which may be different from that presented above.

3. The adjustment represents the estimated legal and professional fees in relation to the Acquisition.

II-4 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

(B) ACCOUNTANTS’ REPORT ON UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Member of Grant Thornton International Ltd

26 November, 2010

The Directors China Overseas Grand Oceans Group Ltd. (Formerly Shell Electric Mfg. (Holdings) Company Limited) Suite 3012, 30/F One Pacific Place 88 Queensway Hong Kong

Dear Sirs

We report on the unaudited pro forma financial information of China Overseas Grand Oceans Group Ltd. (formerly Shell Electric Mfg. (Holdings) Company Limited) (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as at 30 June, 2010 as set out in section (A) of Appendix II to the circular of the Company dated 26 November, 2010 (the “Circular”). The unaudited pro forma financial information has been prepared by the directors of the Company, for illustrative purposes only, to provide information about how the acquisition of additional 30% equity interest of Pan China Land (Holdings) Corporation, a subsidiary of the Company, might have affected the financial position of the Group on a pro forma basis as at 30 June, 2010. The basis of preparation of the unaudited pro forma financial information is set out in section (A) of Appendix II to the Circular.

Respective responsibilities of directors of the Company and reporting accountants

It is the responsibility solely of the directors of the Company to prepare the unaudited pro forma financial information in accordance with paragraph 4.29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

It is our responsibility to form an opinion, as required by paragraph 4.29 of Chapter 4 of the Listing Rules on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Basis of opinion

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

II-5 APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Investment Circulars” issued by the HKICPA. Our work consisted primarily of comparing the unadjusted financial information with source documents, considering the evidence supporting the adjustments and discussing the unaudited pro forma financial information with the directors of the Company. This engagement did not involve independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the unaudited pro forma financial information has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29(1) of Chapter 4 of the Listing Rules (the “Rule 4.29(1)”).

Our work did not constitute an audit or review made in accordance with Hong Kong Standards on Auditing or Hong Kong Standards on Review Engagements issued by the HKICPA, and accordingly, we did not express any such assurance on the unaudited pro forma financial information.

The unaudited pro forma financial information is for illustrative purposes only, based on the judgements and assumptions of the directors of the Company, and because of its hypothetical nature, does not give any assurance or indication that any event will take place in the future and may not be indicative of the financial position of the Group as at 30 June, 2010 or any future date.

Opinion

In our opinion:

(a) the unaudited pro forma financial information has been properly compiled by the directors of the Company on the basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to Rule 4.29(1).

Yours faithfully Grant Thornton Certified Public Accountants 6th Floor, Nexxus Building 41 Connaught Road Central Hong Kong

II-6 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

App1B(31)(3)(b)

Member of Grant Thornton International Ltd

26 November, 2010 App1B(5)(3)

The Directors China Overseas Grand Oceans Group Ltd. (Formerly Shell Electric Mfg. (Holdings) Company Limited) Suite 3012, 30/F One Pacific Place 88 Queensway Hong Kong

Dear Sirs

INTRODUCTION

We set out below our report on the financial information (the “Financial Information”) regarding Pan China Land (Holdings) Corporation (the “Pan China Land”) and its subsidiaries (hereinafter collectively the “Pan China Land Group”), including the statements of financial position of the Pan China Land Group and Pan China Land as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, and the consolidated income statements, the consolidated statements of comprehensive income, the consolidated statements of changes in equity and the consolidated statements of cash flows of the Pan China Land Group for each of the three years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2010 (the “Relevant Periods”), and a summary of significant accounting policies and other explanatory notes thereto, prepared for inclusion in the circular dated 26 November, 2010 issued by China Overseas Grand Oceans Group Ltd. (formerly Shell Electric Mfg. (Holdings) Company Limited) (“COGOG Holding”) in connection with the proposed acquisition (the “Proposed Acquisition”) of 30% equity interest in Pan China Land (the “Circular”). Upon completion of the Proposed Acquisition, COGOG Holding will indirectly own 100% equity interest of Pan China Land.

Pan China Land was incorporated in the Cayman Islands on 31 May, 2007 as an exempted company with limited liability under the Companies Law of the Cayman Islands. Pursuant to a group reorganisation (the “Reorganisation”) as detailed in note 2 of Section II below, Pan China Land became the holding company of the subsidiaries now comprising the Pan China Land Group on 19 November, 2007. Certain of the Pan China Land Group’s subsidiaries and jointly controlled entities prepared statutory financial statements throughout the Relevant Periods, details of the statutory auditors of these entities are set out in notes 47 and 48 of Section II below. Pan China Land, its subsidiaries and jointly controlled entities have adopted 31 December as their financial year end date. No audited financial statements of Pan China Land and its subsidiaries and jointly controlled entities have been made up subsequent to 31 December, 2009.

III-1 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

BASIS OF PREPARATION

The Financial Information has been prepared by the directors of Pan China Land, based on the unaudited financial statements of the Pan China Land Group, in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”) (including all applicable Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”).

The Financial Information also complies with the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. No adjustments have been made by us to the financial statements of the Pan China Land Group in preparing this report.

RESPONSIBILITY

The directors of Pan China Land are responsible for preparing the Financial Information which is free from material misstatement and gives a true and fair view. In preparing the Financial Information which gives a true and fair view, it is fundamental that appropriate accounting policies are selected and applied consistently, that judgements and estimates are made which are prudent and reasonable in the circumstances.

It is our responsibility to form an independent opinion, based on our audit, on the Financial Information and to report our opinion to you.

BASIS OF OPINION

As a basis for forming an opinion on the Financial Information for the purpose of this report, we have carried out appropriate audit procedures in respect of the unaudited financial statements of the Pan China Land Group for each of the three years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2010 in accordance with Hong Kong Standards on Auditing issued by the HKICPA and have carried out such additional procedures as we considered necessary in accordance with the Auditing Guideline — Prospectuses and the Reporting Accountant (Statement 3.340) issued by the HKICPA.

An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Financial Information. It also includes an assessment of the significant estimates and judgements made by the directors of Pan China Land in the preparation of the Financial Information, and of whether the accounting policies are appropriate to the Pan China Land Group’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance as to whether the Financial Information is free from material misstatement. In forming our opinion, we also evaluated the overall adequacy of the presentation of the Financial Information. We believe that our audit provides a reasonable basis for our opinion.

III-2 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

OPINION IN RESPECT OF THE RELEVANT PERIODS

In our opinion, on the basis of presentation set out in note 2 of Section II below, the Financial Information gives, for the purpose of this report, a true and fair view of the state of affairs of the Pan China Land Group and Pan China Land as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, and of the consolidated results and consolidated cash flows of the Pan China Land Group for each of the Relevant Periods.

COMPARATIVE FINANCIAL INFORMATION

For the purpose of this report, we have also reviewed the unaudited financial information of the Pan China Land Group including the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the six months ended 30 June, 2009, together with the notes thereto (the “30 June, 2009 Corresponding Information”), for which the directors of Pan China Land are responsible, in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the HKICPA. A review consists of making inquires, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures to the 30 June, 2009 Corresponding Information. A review is substantially less in scope than an audit conducted and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the 30 June, 2009 Corresponding Information.

On the basis of our review which does not constitutes an audit, for the purpose of this report, nothing has come to our attention that causes us to believe the 30 June, 2009 Corresponding Information is not prepared, in all material respects, in accordance with HKFRSs.

III-3 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

I. FINANCIAL INFORMATION

CONSOLIDATED INCOME STATEMENTS OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, Notes 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Revenue 6 2,087,187 1,157,034 1,417,973 996,171 900,307 Cost of sales (1,409,625) (604,527) (1,174,076) (676,854) (660,133)

Gross profit 677,562 552,507 243,897 319,317 240,174 Other income 8 22,159 9,947 12,207 2,783 2,782 Distribution and selling expenses (39,234) (43,983) (40,430) (23,720) (11,569) Administrative expenses (75,496) (123,934) (249,683) (50,944) (97,156) Other operating expenses (53,529) (67,757) (17,812) (3,702) (3,182) Other gains/(losses) Fair value gain on reclassification of inventories of properties to investment properties — — 428,783 321,403 10,845 Fair value gain/(loss) on investment properties 24,187 5,260 (10,450) (18,040) 412 Fair value gain on investments held for trading 737———— Excess of the Pan China Land Group’s share of the net fair value over the cost on acquisitions of further interest of subsidiaries 37(a) 115,310 ———— Gain on disposal of a subsidiary 38(a) and (b) — 57,558 15,237 15,237 — Impairment loss on goodwill arising on acquisition of a subsidiary — (2,031) — — — Impairment losses on other assets — (4,551) (215,300) — — Reversal of unutilised provision — 60,617 — — — Others (197) (2,438) 699 37 —

III-4 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, Notes 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Operating profit 671,499 441,195 167,148 562,371 142,306 Finance costs 10 (32,423) (53,280) (35,905) (21,842) (8,190) Share of results of jointly controlled entities 21 (19,164) 4,406 3,313 492 (191) Gain on disposal of a jointly controlled entity 38(c) — 469,000 — — — Impairment loss on interest in a jointly controlled entity 21 — (25,227) — — —

Profit before income tax 9 619,912 836,094 134,556 541,021 133,925 Income tax expense 11 (260,690) (374,022) (365,629) (276,893) (71,942)

Profit/(Loss) for the year/period 359,222 462,072 (231,073) 264,128 61,983

Profit/(Loss) for the year/period attributable to: Owners of Pan China Land 12 313,632 464,972 (226,547) 264,984 62,396 Non-controlling interests 45,590 (2,900) (4,526) (856) (413)

359,222 462,072 (231,073) 264,128 61,983

III-5 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Profit/(Loss) for the year/period 359,222 462,072 (231,073) 264,128 61,983

Other comprehensive income Exchange differences arising on translation of foreign operations 358 3,241 (53) (494) (2)

Reclassification from assets valuation reserve to profit or loss upon sales of inventories of properties (106,302) (32,673) (57,987) (47,440) (39,067) Income tax 32,026 9,802 16,477 12,629 12,707

(74,276) (22,871) (41,510) (34,811) (26,360)

Other comprehensive income for the year/period, net of tax (73,918) (19,630) (41,563) (35,305) (26,362)

Total comprehensive income for the year/period 285,304 442,442 (272,636) 228,823 35,621

Total comprehensive income attributable to: Owners of Pan China Land 270,910 445,342 (268,110) 229,679 36,034 Non-controlling interests 14,394 (2,900) (4,526) (856) (413)

285,304 442,442 (272,636) 228,823 35,621

III-6 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF THE PAN CHINA LAND GROUP

At At 31 December, 30 June, Notes 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Non-current assets Investment properties 15 71,600 76,860 620,120 635,120 Property, plant and equipment 16 34,976 36,237 31,871 30,101 Prepaid lease rental on land 17 3,029 3,095 3,004 2,972 Goodwill 18 34,092 32,061 32,061 32,061 Other intangible asset 19 45,638 41,680 37,803 35,864 Interests in jointly controlled entities 21 210,911 190,090 193,403 193,212

400,246 380,023 918,262 929,330

Current assets Inventories of properties 22 4,424,424 5,195,769 5,534,149 5,009,736 Other inventories 23 819 791 943 771 Trade and other receivables, prepayments and deposits 24 729,102 688,679 457,876 552,856 Prepaid lease rental on land 17 67 70 73 73 Amounts due from jointly controlled entities 25 165,850 68,152 104,849 103,091 Amounts due from minority shareholders 25 41,621 29,858 3,700 3,700 Tax prepaid — 7,676 5,935 8,714 Restricted cash and deposits 26 93,539 46,372 121,368 260,858 Cash and cash equivalents 27 360,163 354,881 263,691 250,138

5,815,585 6,392,248 6,492,584 6,189,937 Assets classified as held for sale 28 140,639 — — —

5,956,224 6,392,248 6,492,584 6,189,937

Current liabilities Trade and other payables 29 1,737,770 1,803,741 2,054,509 1,594,809 Sales deposits received 727,288 681,184 1,186,076 1,481,600 Consideration payable on acquisition of subsidiaries 37(a) and (b) 272,004 185,287 65,230 55,781 Amounts due to holding companies 30 318,750 326,454 316,313 410,373 Amounts due to jointly controlled entities 30 200 200 200 200 Amount due to a related company 30 444,000 — — — Amount due to a fellow subsidiary 30 — 358,000 378,297 — Amount due to a minority shareholder 30 63,815 60,883 60,873 60,873 Provision 31 60,617 — — — Taxation liabilities 11 158,008 490,064 595,727 576,990 Bank borrowings 32 867,000 635,000 467,000 647,000

III-7 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

At At 31 December, 30 June, Notes 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

4,649,452 4,540,813 5,124,225 4,827,626 Liabilities associated to assets classified as held for sale 28 44,414 — — —

4,693,866 4,540,813 5,124,225 4,827,626

Net current assets 1,262,358 1,851,435 1,368,359 1,362,311

Total assets less current liabilities 1,662,604 2,231,458 2,286,621 2,291,641

Non-current liabilities Bank borrowings 32 534,000 715,000 868,000 788,000 Deferred tax liabilities 35 384,818 283,506 329,608 307,623

918,818 998,506 1,197,608 1,095,623

Net assets 743,786 1,232,952 1,089,013 1,196,018

Capital and reserves Share capital 33 193 193 193 193 Reserves 34 672,199 1,164,265 1,023,852 1,089,519

Equity attributable to the owners of Pan China Land 672,392 1,164,458 1,024,045 1,089,712 Non-controlling interests 71,394 68,494 64,968 106,306

Total equity 743,786 1,232,952 1,089,013 1,196,018

III-8 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

STATEMENTS OF FINANCIAL POSITION OF PAN CHINA LAND

At At 31 December, 30 June, Notes 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Non-current assets Interests in subsidiaries 20 170,820 170,820 170,820 170,820

Current assets Trade and other receivables, prepayments and deposits 24 — 29 23 — Amounts due from subsidiaries 25 371,381 374,029 347,712 347,712 Cash and cash equivalents 27 1,052 138 129 90

372,433 374,196 347,864 347,802

Current liabilities Other payables 29 5,449 998 1,149 1,149 Amounts due to holding companies 30 318,660 326,413 316,294 321,761 Amount due to a fellow subsidiary 30 — — 5,118 — Amount due to a minority shareholder 30 61,565 60,886 60,876 60,821

385,674 388,297 383,437 383,731

Net current liabilities (13,241) (14,101) (35,573) (35,929)

Net assets 157,579 156,719 135,247 134,891

Capital and reserves Share capital 33 193 193 193 193 Reserves 34 157,386 156,526 135,054 134,698

Total equity 157,579 156,719 135,247 134,891

III-9 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY OF THE PAN CHINA LAND GROUP

Attributable to owners of Pan China Land Retained Share-based Assets profits/ Non- Share Merger payment Translation revaluation Statutory (Accumulated controlling Total capital reserve reserve reserve reserve reserve losses) Total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At 1 January, 2007 133,000 — — — 3,525 43,209 (25,092) 154,642 23,535 178,177

Arising from Reorganisation (132,807) 132,807 ———— ———— Deemed acquisition of subsidiaries (note 37(a)) ————203,285 — — 203,285 158,062 361,347 Acquisition of subsidiaries (note 37(c)) ————44,483— —44,48343,60488,087 Acquisition of additional interest in subsidiaries (note 37(a)) —————— ——(168,201) (168,201) Recognition of equity-settled share-based payments — — 6,572 — — — — 6,572 — 6,572 2007 dividends declared ——————(7,500)(7,500) — (7,500)

Transactions with owners (132,807) 132,807 6,572 — 247,768 — (7,500) 246,840 33,465 280,305

Profitfortheyear ——————313,632313,63245,590359,222 Other comprehensive income - Exchange differences arising on translation of overseas operations — — — 358 — — — 358 — 358 - Reclassification from assets revaluation reserve to profit or loss upon sales of inventories of properties ————(43,080) — — (43,080) (31,196) (74,276)

Total comprehensive income for the year — — — 358 (43,080) — 313,632 270,910 14,394 285,304 Transfer to statutory reserves —————9,230(9,230)———

At 31 December, 2007 and 1 January, 2008 193 132,807 6,572 358 208,213 52,439 271,810 672,392 71,394 743,786

III-10 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Recognition of equity-settled share-based payments — — 46,724 — — — — 46,724 — 46,724

Transactions with owners — — 46,724 — — — — 46,724 — 46,724

Profitfortheyear ——————464,972464,972(2,900) 462,072 Other comprehensive income - Exchange differences arising on translation of overseas operations — — — 3,241 — — — 3,241 — 3,241 - Reclassification from assets revaluation reserve to profit or loss upon sales of inventories of properties ————(22,871) — — (22,871) — (22,871)

Total comprehensive income for the year — — — 3,241 (22,871) — 464,972 445,342 (2,900) 442,442 Transfer to statutory reserves —————31,460(31,460) — — —

At 31 December, 2008 and 1 January, 2009 193 132,807 53,296 3,599 185,342 83,899 705,322 1,164,458 68,494 1,232,952

Recognition of equity-settled share-based payments — — 127,697 — — — — 127,697 — 127,697 Incorporation of a new subsidiary —————— ——1,0001,000

Transactions with owners — — 127,697 — — — — 127,697 1,000 128,697

Lossfortheyear ——————(226,547) (226,547) (4,526) (231,073) Other comprehensive income - Exchange differences arising on translation of overseas operations — — — (53) — — — (53) — (53) - Reclassification from assets revaluation reserve to profit or loss upon sales of inventories of properties ————(41,510) — — (41,510) — (41,510)

Total comprehensive income for the year — — — (53) (41,510) — (226,547) (268,110) (4,526) (272,636) Transfer to statutory reserves —————15,150(15,150) — — —

At 31 December, 2009 193 132,807 180,993 3,546 143,832 99,049 463,625 1,024,045 64,968 1,089,013

III-11 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

At 1 January, 2009 193 132,807 53,296 3,599 185,342 83,899 705,322 1,164,458 68,494 1,232,952

Recognition of equity-settled share-based payments — — 24,599 — — — — 24,599 — 24,599

Transactions with owners — — 24,599 — — — — 24,599 — 24,599

Profit for the period ——————264,984264,984(856) 264,128 Other comprehensive income - Exchange differences arising on translation of overseas operations — — — (494) — — — (494) — (494) - Reclassification from assets revaluation reserve to profit or loss upon sales of inventories of properties ————(34,811)— —(34,811)—(34,811)

Total comprehensive income for the period — — — (494) (34,811) — 264,984 229,679 (856) 228,823

At 30 June, 2009 (unaudited) 193 132,807 77,895 3,105 150,531 83,899 970,306 1,418,736 67,638 1,486,374

At 1 January, 2010 193 132,807 180,993 3,546 143,832 99,049 463,625 1,024,045 64,968 1,089,013

Recognition of equity-settled share-based payments — — 64,384 — — — — 64,384 — 64,384 Deemed disposal of interests in a subsidiary — — (50,000) — — — 15,249 (34,751) 41,751 7,000

Transactions with owners — — 14,384 — — — 15,249 29,633 41,751 71,384

Profit for the period ——————62,39662,396(413) 61,983 Other comprehensive income - Exchange differences arising on translation of overseas operations — — — (2) — — — (2) — (2) - Reclassification from assets revaluation reserve to profit or loss upon sales of inventories of properties ————(26,360) — — (26,360) — (26,360)

Total comprehensive income for the period — — — (2) (26,360) — 62,396 36,034 (413) 35,621

At 30 June, 2010 193 132,807 195,377 3,544 117,472 99,049 541,270 1,089,712 106,306 1,196,018

III-12 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

CONSOLIDATED STATEMENT OF CASH FLOWS OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Operating activities Profit before income tax 619,912 836,094 134,556 541,021 133,925 Adjustments for: Share of results of jointly controlled entities 19,164 (4,406) (3,313) (492) 191 Gain on disposal of a jointly controlled entity — (469,000) — — — Gain on disposal of a subsidiary — (57,558) (15,237) (15,237) — Impairment loss on interest in a jointly controlled entity — 25,227 — — — Impairment loss on goodwill arising on acquisition of a subsidiary — 2,031 — — — Depreciation and amortisation 7,724 7,663 9,017 4,822 3,818 Write-off of property, plant and equipment — 249 813 — — Write-down of inventories of properties — — 259,195 — — Impairment loss/(Reversal of impairment loss) on financial assets 4,093 45,186 13,554 (1,403) — Impairment loss on other assets — 4,551 215,300 — — Provision for guarantee 1,949 ———— Reversal of unutilised provision — (60,617) — — — Interest income (6,897) (6,912) (4,460) (2,124) (2,218) Finance costs 51,035 147,505 130,881 68,376 36,219 Loss/(Gain) on disposal of property, plant and equipment 136 27 (731) (40) — Excess of the Pan China Land Group’s share of the net fair value over the cost on acquisitions of further interest of subsidiaries (115,310) ———— Fair value gain on reclassification of inventories of properties to investment properties — — (428,783) (321,403) (10,845) Fair value (gain)/loss on investment properties (24,187) (5,260) 10,450 18,040 (412) Write back of long outstanding payables (7,851) (29) — — — Share-based payments 6,572 46,724 127,697 24,599 64,384

III-13 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Operating cash flows before movements in working capital 556,340 511,475 448,939 316,159 225,062 Decrease/(Increase) in inventories of properties 693,436 (801,624) (789,302) (56,891) 494,310 (Increase)/Decrease in other inventories (273) 28 (178) (150) 172 (Increase)/Decrease in trade and other receivables, prepayments and deposits (300,625) 28,020 (107,595) (133,388) (94,980) Decrease/(Increase) in amounts due from jointly controlled entities 96,016 97,698 (36,697) 731 1,758 Decrease in amount due from a related company 44,412 ———— (Increase)/Decrease in amounts due from minority shareholders (67,220) 11,763 — — — Decrease in investment held for trading 3,082 ———— (Decrease)/Increase in trade and other payables (309,786) 102,000 355,413 285,412 (459,700) (Decrease)/Increase in sales deposits received (1,085,530) (46,104) 504,892 165,547 295,524 Increase/(Decrease) in amounts due to holding companies 120,972 7,704 (10,141) 16,626 94,060 Increase/(Decrease) in amounts due to a fellow subsidiary — 358,000 20,297 3,000 (378,297) Increase/(Decrease) in amount due to a minority shareholder 10,565 (2,932) (10) 59 — Increase in amounts due to jointly controlled entities 282,575 ———— Utilise of provision (15,655) ————

Cash generated from operations 28,309 266,028 385,618 597,105 177,909

Income taxes paid (149,826) (150,954) (212,123) (151,284) (115,443)

Net cash (used in)/generated from operating activities (121,517) 115,074 173,495 445,821 62,466

III-14 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Investing activities Proceeds on disposal of property, plant and equipment 279 5 1,071 40 54 Proceeds on disposal of a subsidiary — 66,962 46,415 46,415 — Proceeds on disposal of investment properties — — 25,290 — — Proceeds received in respect of assets classified as held for sale 480,000 25,000 — — — Interest received 6,897 6,912 4,460 2,124 2,218 Acquisition of subsidiaries (539,094) (86,717) (120,057) (42,580) (9,449) Acquisition/Capital contributions to jointly controlled entities (207,920) ———— Additions to property, plant and equipment (5,498) (2,467) (1,934) (1,227) (131) Decrease/(Increase) in restricted cash deposits 92,021 47,167 (74,996) (228,980) (139,490)

Net cash (used in)/generated from investing activities (173,315) 56,862 (119,751) (224,208) (146,798)

Financing activities New bank borrowings 1,032,000 1,033,000 700,000 400,000 200,000 Repayments of bank borrowings (455,000) (1,084,000) (715,000) (510,000) (100,000) Dividends paid (5,250) ———— Interest paid (51,035) (147,505) (130,881) (68,376) (36,219) Capital contribution of non-controlling interest — — 1,000 — 7,000

Net cash generated from/(used in) financing activities 520,715 (198,505) (144,881) (178,376) 70,781

III-15 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Net increase/(decrease) in cash and cash equivalents 225,883 (26,569) (91,137) 43,237 (13,551) Effect of foreign exchange rate change — 3,249 (53) (494) (2) Cash and cash equivalents at beginning of year/period 152,318 378,201 354,881 354,881 263,691

Cash and cash equivalents at end of year/ period 378,201 354,881 263,691 397,624 250,138

Represented by: Bank balances and cash 360,163 354,881 263,691 397,539 250,138 Cash classified as assets held for sales 18,038 — — 85 —

378,201 354,881 263,691 397,624 250,138

III-16 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

II. Notes to the Financial Information

1. PAN CHINA LAND

Pan China Land was incorporated in the Cayman Islands on 31 May, 2007 as an exempted company with limited liability under the Companies Law of the Cayman Islands and is an indirect 70% owned subsidiary of COGOC Holding, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). In the opinion of the directors, the ultimate holding company of Pan China Land is China State Construction Engineering Corporation, an entity established in the People’s Republic of China (“PRC”).

The address of Pan China Land’s registered office is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

The principal activity of Pan China Land is investment holding. The principal activities of Pan China Land’s subsidiaries are property investment, property development and property management (the “Property Business”).

The Pan China Land Group’s operations are principally conducted in the PRC, excluding The Hong Kong Special Administrative Region of the PRC, The Macau Special Administrative Region of the PRC and Taiwan Province. The Financial Information and the 30 June, 2009 Corresponding Information are presented in Renminbi (“RMB”), being the functional currency of Pan China Land.

2. THE REORGANISATION AND BASIS OF PRESENTATION

Pursuant to the Reorganisation to rationalise the Pan China Land Group’s structure, Pan China Land became the holding company of the subsidiaries now comprising the Pan China Land Group on 19 November, 2007.

The Property Business is carried out by 中海宏洋地產集團有限公司 (China Overseas Grand Oceans Property Group Co., Ltd.) (formerly 中國光大房地產開發有限公司 (China Ever Bright Real Estate Development Limited)) (“COGOG PRC”) and its subsidiaries (hereinafter collectively the “COGOG PRC Group”). COGOG PRC was a state-owned enterprise established in the PRC and was restructured as a sino-foreign equity joint venture on 3 September, 2004. Immediately prior to the Reorganisation, COGOG PRC was owned as to 70% by Jodrell Investments Limited (“Jodrell”), an indirect owned subsidiary of COGOG Holding, and 30% by Assure Win Investments Limited (“Assure Win”).

The Reorganisation comprises a series of steps as follows:

(i) On 30 January, 2007, Pandue Investments Limited (“Pandue”) was incorporated in the British Virgin Island. As at the date of incorporation, the shares of Pandue were owned as to 70% by Jodrell and 30% by Assure Win.

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(ii) Pursuant to a share purchase agreement entered into between Pandue, Jodrell and Assure Win on 20 June, 2007, Pandue acquired the entire equity interests of COGOG PRC from Jodrell and Assure Win by allotting and issuing 63 and 27 ordinary shares of Pandue to Jodrell and Assure Win, respectively.

(iii) On 31 May, 2007, Pan China Land was incorporated in the Cayman Islands. Immediately after the date of incorporation, 1,000,000 ordinary shares of HK$0.10 of Pan China Land were allotted and issued nil paid and were owned as to 70% by Jodrell and 30% by Assure Win.

(iv) Pursuant to a share purchase agreement entered into between Pan China Land, Jodrell and Assure Win on 19 November, 2007, Pan China Land acquired the entire equity interests of Pandue, the immediate holding company of COGOG PRC, by allotting and issuing an aggregate of 1,000,000 ordinary shares of HK$0.10 each of Pan China Land to Jodrell and Assure Win in the proportion in accordance with their respective shareholdings in Pandue and crediting as fully paid the 1,000,000 existing but nil-paid ordinary shares of HK$0.10 each in the share capital of Pan China Land to Jodrell and Assure Win.

Upon completion of the Reorganisation, the Pan China Land Group is regarded as a continuing entity resulting from the Reorganisation since the entities which took part in the Reorganisation were controlled by the same ultimate shareholders before and immediately after the Reorganisation. Consequently, immediately after the Reorganisation, there was a continuation of the risks and benefits to the ultimate shareholders that existed prior to the Reorganisation. The Reorganisation has been accounted for as a reorganisation under common control in a manner similar to pooling of interests. Accordingly, the Financial Information have been prepared on the basis of merger accounting in accordance with Accounting Guideline No. 5 “Merger Accounting for Common Control Combination” issued by the HKICPA, under which Pan China Land is considered as the holding company of the Pan China Land Group during the Relevant Periods. The results and cash flows of the Pan China Land Group for the Relevant Periods include the results and cash flows of the Pan China Land Group’s entities from 1 January, 2007, or since their respective dates of incorporation/establishment or the date when the entities first came under the common control, whichever is shorter, and up to the date of disposal of Pan China Land Group entities, as if the current group structure had always been in existence. The statement of financial position of the Pan China Land Group as at the respective reporting dates of the Relevant Periods is a combination of the statement of financial position of Pan China Land and its subsidiaries at each reporting date, except for any entity which was not under common control as at that date, as if the current group structure had been in existence at these dates.

3. ADOPTION OF NEW OR AMENDED HKFRSs

At the date of authorisation of the Financial Information and the 30 June, 2009 Corresponding Information, certain new and amended HKFRSs have been published but are not yet effective, and have not been adopted early by the Pan China Land Group.

III-18 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The directors of Pan China Land anticipate that all of the respective pronouncements will be adopted in the Pan China Land Group’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new and amended HKFRSs that are expected to have an impact on the Pan China Land Group’s accounting policies is provided below. Certain other new and amended HKFRSs have been issued but are not expected to have a material impact on the Pan China Land Group’s Financial Information and the 30 June, 2009 Corresponding Information.

HKFRS 9 Financial instruments

The standard is effective for accounting periods beginning on or after 1 January, 2013 and addresses the classification and measurement of financial assets. The new standard reduces the number of measurement categories of financial assets and all financial assets will be measured at either amortised cost or fair value based on the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial asset. Fair value gains and losses will be recognised in profit or loss except for those on certain equity investments which will be presented in other comprehensive income. The directors of Pan China Land are currently assessing the possible impact of the new standard on the Pan China Land Group’s results and financial position in the first year of application.

HKAS 32 Financial instruments: Presentation (Amendment)

The amendment alters HKAS 32 Financial Instruments: Presentation so that rights, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency are equity instruments if the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own (non-derivative) equity instruments. Prior to the amendment, rights issues denominated in a foreign currency ’failed’ equity classification and were required to be accounted for as derivative liabilities. The amendment should be applied for annual periods beginning on or after 1 February, 2010.

HK(IFRIC)-Int 19 Extinguishing financial liabilities with equity instruments

The HK(IFRIC)-Int 19 clarifies the requirements of HKFRSs when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity’s shares or other equity instruments to settle the financial liability fully or partially. The interpretation is effective for annual periods beginning on or after 1 July, 2010.

Annual improvements 2010

The HKICPA has issued “Improvements to Hong Kong Financial Reporting Standards 2010”. Most of the amendments become effective for annual periods beginning on or after 1 January, 2011. The directors of Pan China Land are currently assessing the possible impacts of the amendments on the Pan China Land Group’s results and financial position in the first year of application.

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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of the Financial Information and the 30 June, 2009 Corresponding Information are summarised below. These policies have been consistently applied to all the years/ periods presented unless otherwise stated.

4.1 Basis of preparation

The Financial Information and the 30 June, 2009 Corresponding Information have been prepared in accordance with the significant accounting policies set out below using the historical cost convention except for the investment properties which are stated at fair value. Disposal groups and non-current assets held for sale (other than investment properties which are stated at fair value) are stated at the lower of their carrying amounts and fair values less costs to sell.

The preparation of the Financial Information and the 30 June, 2009 Corresponding Information in conformity with HKFRSs requires management to make estimations and assumptions and exercise its judgement in the process of applying the Pan China Land Group’s accounting policies. The areas involving higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Information and the 30 June, 2009 Corresponding Information, are disclosed in note 5.

The significant accounting policies that have been applied consistently to all periods presented in the Financial Information and the 30 June, 2009 Corresponding Information are summarised as follows.

4.2 Basis of consolidation

(a) Business combinations under common control

Business combinations arising from transfer of interests in entities or businesses that are under the common control of shareholders are accounted for using merger accounting. Under merger accounting, the net assets of the combining entities or businesses are combined using the existing book values from the controlling parties’ perspective. No amount is recognised as consideration for goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling party or parties’ interests. All significant intra-group transactions and balances have been eliminated on combination.

(b) Other business combinations involving acquisitions of subsidiaries and non-controlling interests

For the years ended 31 December, 2007, 2008 and 2009

Subsidiaries (note 4.3) are consolidated from the date of acquisition, being the date on which the Pan China Land Group obtains control, and continue to be consolidated until the date that such control ceases. All intercompany transactions, balances and unrealised profit on

III-20 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

transactions within the Pan China Land Group are eliminated on consolidation. Unrealised losses resulting from intercompany transaction are also eliminated unless the transaction provides evidence of an impairment of the asset transferred, in which case they are recognised immediately in profit or loss.

The acquisition of subsidiaries during the years ended 31 December, 2007, 2008 and 2009 has been accounted for using the purchase method of accounting. This method involves allocating the cost of the business combinations to the fair value of the identifiable assets acquired and liabilities including contingent liabilities assumed at the date of acquisition. The cost of acquisition is measured at the aggregate of the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. For business combination achieved in stages, adjustment to fair values relating to previously held interests of the acquirer is a revaluation which is dealt with in the asset revaluation reserve in equity.

Non-controlling interests in the net assets of consolidated subsidiaries are presented separately from the Pan China Land Group’s equity. Non-controlling interests consist of the amount of those interests at the date of original business combination and the share of changes in equity by non-controlling interests since the date of the combination. Losses applicable to the non-controlling interests in excess of their interest in the subsidiary’s equity are allocated against the interests of the Pan China Land Group except to the extent that the non-controlling interests have a binding obligation and is able to make an additional investment to cover the losses. If the subsidiary subsequently reports profits, such profits are allocated to the non-controlling interests only after the share of losses of non-controlling interests previously absorbed by the Pan China Land Group has been recovered.

Acquisitions of non-controlling interests are accounted for using the parent entity extension method whereby the difference between the consideration and the book value of the share of the net assets acquired is recognised as goodwill.

For the six months ended 30 June, 2010

The acquisitions of subsidiaries during the six months ended 30 June, 2010 has been accounted for using the acquisition method of accounting. The assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. The cost of acquisition is measured at the aggregate of the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Contingent consideration will be measured at fair value at the acquisition date. Any subsequent changes in the measurement of that contingent consideration will be recognised in profit or loss, unless they arise from obtaining additional information about facts and circumstances that existed at the acquisition date within 12 months from the date of acquisition (in which case they will be recognised as an adjustment to the cost of the business combination). Transaction costs that the Pan China Land Group incurs in connection with a business combination will be expensed as incurred. If the Pan China Land Group holds interests in the acquiree immediately prior to obtaining control, these interests will be treated as if disposed of and re-acquired at fair value on the date of obtaining control.

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In addition to measuring the non-controlling interests in the acquiree at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets, the Pan China Land Group may elect, on a transaction by transaction basis, to measure the non-controlling interest at fair value. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

If the Pan China Land Group acquires an additional interest in a non-wholly owned subsidiary, the transaction will be accounted for as a transaction with equity shareholders (the non-controlling interests) in their capacity as owners and therefore no goodwill will be recognised as a result of such transactions. If the Pan China Land Group disposes of part of its interest in a subsidiary but still retains control, this transaction will also be accounted for as a transaction with equity shareholders (the non-controlling interests) in their capacity as owners and therefore no profit or loss will be recognised as a result of such transactions.

If the Pan China Land Group loses control of a subsidiary, the transaction will be accounted for as a disposal of the entire interest in that subsidiary, with any remaining interest retained by the Pan China Land Group being recognised at fair value as if reacquired. If at the reporting date, the Pan China Land Group has the intention to dispose of a controlling interest in a subsidiary, the entire interest in that subsidiary will be classified as held for sale (assuming that the held for sale criteria in HKFRS 5 are met) irrespective of the extent to which the Pan China Land Group will retain an interest.

4.3 Subsidiaries

Subsidiaries are entities (including special purpose entities) over which the Pan China Land Group has the power to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Pan China Land Group controls another entity.

The results of the subsidiaries are included in Pan China Land’s statement of comprehensive income to the extent of dividend received and receivable. Pan China Land’s interests in subsidiaries are stated at cost less any impairment losses, unless they are classified as held for sale in accordance with HKFRS 5 “Non-current Assets held for Sale and Discontinued Operations”.

4.4 Jointly controlled entities

A jointly controlled entity is a joint venture that is subject to joint control, resulting in none of the participating parties having unilateral control over the economic activity of the jointly controlled entity.

Interests in jointly controlled entities are accounted for in the Financial Information and the 30 June, 2009 Corresponding Information under the equity method of accounting. Under equity method of accounting, investments are initially recorded at cost and adjusted thereafter for the post-acquisition changes in the Pan China Land Group’s share of the jointly controlled entities’ net assets. The consolidated income statement includes the Pan China Land Group’s share of the

III-22 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP post-acquisition, post-tax results of the jointly controlled entities for the year/ period, less any identified impairment losses. Where the profit sharing ratio is different to the Pan China Land Group’s equity interest in a jointly controlled entity, the share of post-acquisition results of the jointly controlled entity is determined based on the agreed profit sharing ratio. The Pan China Land Group’s share of the post-acquisition post-tax items of other comprehensive income of the jointly controlled entities is included in the statement of other comprehensive income.

Unrealised gains on transactions between the Pan China Land Group and its jointly controlled entities are eliminated to the extent of the Pan China Land Group’s interest in the jointly controlled entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred, in which case they are recognised immediately in profit or loss.

When the Pan China Land Group’s share of losses in a jointly controlled entity equals or exceeds its interest in the jointly controlled entity, the Pan China Land Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the jointly controlled entity.

When an investment in a jointly controlled entity is classified as held for sale, it is accounted for in accordance with HKFRS 5 (note 4.7).

4.5 Goodwill

Goodwill arising from the acquisition of subsidiaries and jointly controlled entities represents the excess of the cost of business combination over the Pan China Land Group’s interest in the fair value of the identifiable assets acquired and liabilities including contingent liabilities assumed as at the date of acquisition.

Goodwill arising on business combination is initially recognised in consolidated statement of financial position as an asset at cost and subsequently measured at cost less any impairment losses. In case of jointly controlled entities, goodwill is included in the carrying amount of the investment in jointly controlled entities rather than recognised as a separate asset in the consolidated statement of financial position.

Goodwill is reviewed for impairment annually at end of the reporting period or more frequently if events or changes in circumstances indicate that the carrying value of goodwill may be impaired. On subsequent disposal of a subsidiary or jointly controlled entity, the carrying amount of goodwill relating to the entity sold is included in determining the amount of gain or loss on disposal.

4.6 Excess over the cost of business combinations

Any excess of the Pan China Land Group’s interest in the net fair value of the acquirees’ identifiable assets, liabilities and contingent liabilities over the cost of acquisition of the subsidiaries and jointly controlled entities is recognised immediately in profit or loss.

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4.7 Non-current assets and disposed groups held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for the sale of such assets or disposal groups. Non-current assets and disposal groups (other than investment properties) classified as held for sale are measured at the lower of the assets’ previous carrying amount and fair value less costs to sell.

4.8 Investment properties

Investment properties are interests in land and buildings held to earn rental income and/or for capital appreciation, rather than for use in the production or supply of goods or services or for administrative purpose.

Investment property is initially stated at cost, including directly attributable costs, and subsequently stated at fair value as determined by external professional valuers to reflect the prevailing market conditions at the end of the reporting period. Any gain or loss resulting from either a change in the fair value or disposal of an investment property is immediately recognised in income statement. Rental income from investment properties is accounted for as described in note 4.21.

For a transfer from investment property carried at fair value to owner-occupied property or inventories, the property’s deemed cost for subsequent accounting is its fair value at the date of change in use. For property occupied by the Pan China Land Group as an owner-occupied property which becomes an investment property, the Pan China Land Group accounts for such property in accordance with the policy of property, plant and equipment up to the date of change in use, and any difference at that date between the carrying amount and the fair value of the property is dealt with in assets revaluation reserve. On disposal of the property, the assets revaluation reserve is transferred to retained profits as a movement in reserves.

For a transfer from inventories to investment properties, any difference between the fair value of the property at that date and its previous carrying amount is recognised in profit or loss.

4.9 Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. When an item of property, plant and equipment is classified as held for sale or when it is part of a disposal group classified as held for sale, it is not depreciated and is accounted for in accordance with HKFRS 5 (note 4.7).

The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to the working condition and location for its intended use. Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to income statement in the period in which it

III-24 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP is incurred. In situations where it can be demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of an item of property, plant and equipment, and where the cost of the item can be measured reliably, the expenditure is capitalised as an additional cost of that asset or as a replacement.

Depreciation is provided to write off the cost of each item of property, plant and equipment less its residual value, if applicable, over its estimated useful lives on a straight-line basis at the following rates per annum:

Category of property, plant and equipment Annual rates

Buildings 2% to 5% Furniture, fixtures and office equipment 10% to 33.33% Motor vehicles 20% to 33.33%

Residual values, useful lives and depreciation method are reviewed, and adjusted if appropriate, at each reporting date. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising from the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sale proceeds and the carrying amount of the item and is recognised in profit or loss.

4.10 Intangible asset — shopping mall operating right

Shopping mall operating right represents the right of operating a shopping mall. Cost incurred in the acquisition of the right is carried at cost less any impairment losses and is amortised over the period of operation of 30 years.

4.11 Impairment of non-financial assets

Goodwill, other intangible assets, property, plant and equipment and interests in subsidiaries and jointly controlled entities are subject to impairment testing. Goodwill is tested for impairment at least annually, irrespective of whether there is any indication that they are impaired. All other assets are tested for impairment whenever there are indications that the assets’ carrying amount may not be recoverable.

An impairment loss is recognised as an expense immediately for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessment of time value of money and the risk specific to the asset.

For the purposes of assessing impairment, where an asset does not generate cash inflows largely independent from those from other assets, the recoverable amount is determined for the smallest group of assets that generate cash inflows independently (i.e. a cash-generating unit). As a result, some

III-25 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP assets are tested individually for impairment and some are tested at cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Pan China Land Group at which the goodwill is monitored for internal management purpose.

Impairment losses recognised for cash-generating units to which goodwill has been allocated are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit, except that the carrying value of an asset will not be reduced below its individual fair value less cost to sell, or value in use, if determinable.

An impairment loss on goodwill is not reversed in subsequent periods. In respect of other assets, an impairment loss is reversed if there has been a favourable change in the estimates used to determine the asset’s recoverable amount but only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised.

A reversal of such impairment is credited to profit or loss in the period in which it arises unless that asset is carried at revalued amount, in which case the reversal of impairment loss is accounted for in accordance with the relevant accounting policy for the revalued amount.

4.12 Inventories of properties

Inventories of properties comprise properties under development and properties held for sale. Properties under development are investments in land and buildings on which construction work has not been completed and which, upon completion, management intends to hold for sale purposes. Inventories of properties are stated at the lower of cost and net realisable value. Net realisable value is determined on the basis of anticipated sales proceeds less estimated cost to completion and estimated selling expenses. The costs of inventory of properties consist of land held under operating lease (see note 4.17), development expenditures including construction costs, borrowing costs and other direct costs attributable to the development of such properties.

4.13 Other inventories

Other inventories are stated at the lower of cost, computed using weighted average method, and net realisable value. Cost includes all expenses directly attributable to the manufacturing process as well as suitable portions of related production overheads. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses.

4.14 Investments and other financial assets

Financial assets within the scope of HKAS 39 are classified into one of the following categories: financial assets at fair value through profit or loss, held-to-maturity, loans and receivables and available-for-sale financial assets. Management determines the classification of its financial assets at initial recognition depending on the purpose for which the financial assets were acquired and, where allowed and appropriate, re-evaluates this designation at every reporting date.

III-26 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

All financial assets are recognised when, and only when, the Pan China Land Group becomes a party to the contractual provisions of the instrument. The Pan China Land Group assesses whether a contract contains an embedded derivative when the Pan China Land Group first becomes a party to it. The embedded derivatives are separated from the host contract when the analysis shows that the economic characteristics and the risks of the embedded derivatives are not closely related to those of the host contract.

All regular way purchases and sales of financial assets are recognised on trade date. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace.

When financial assets are recognised initially, they are measured at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred.

Loans and receivables

Loans and receivables including amounts due from related parties are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are subsequently measured at amortised cost using the effective interest method, less any allowance for impairment. Amortised cost is calculated taking into account any discount or premium on acquisition and includes fees that are an integral part of the effective interest rate and transaction cost. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired as well as through the amortisation process.

4.15 Impairment of financial assets

At the end of each reporting period, financial assets are reviewed to determine whether there is any objective evidence of impairment.

Objective evidence of impairment of individual financial assets includes observable data that come to the attention of the Pan China Land Group about one or more of the following loss events:

— significant financial difficulty of the debtor;

— a breach of contract, such as a default or delinquency in interest or principal payments;

— it is becoming probable that the debtor will enter bankruptcy or other financial reorganisation; and

— significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor.

III-27 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Loss events in respect of a group of financial assets include observable data indicating that there is a measurable decrease in the estimated future cash flows from the group of financial assets. Such observable data include but not limited to adverse changes in the payment status of debtors in the group and, national or local economic conditions that correlate with defaults on the assets in the group.

If any such evidence exists, the impairment loss is measured and recognised as follows:

Financial assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through the use of an allowance account. The amount of impairment loss is recognised in profit or loss of the period in which the impairment occurs. Loans and receivables together with any associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realised or has been transferred to the Pan China Land Group.

If, in subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that it does not result in a carrying amount of the financial asset exceeding what the amortised cost would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss of the period in which the reversal occurs.

4.16 Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand, demand deposits with banks and short term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, less bank overdrafts which are repayable on demand and form an integral part of the Pan China Land Group’s cash management.

4.17 Operating Leases

Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Where the Pan China Land Group is the lessor, assets leased by the Pan China Land Group under operating leases are included in non-current assets, and rental receivable under the operating leases are credited to profit or loss on a straight-line basis over the lease terms. Where the Pan China Land Group is the lessee, rental payable under the operating leases, net of any incentives received or receivable, are charged to profit or loss on a straight-line basis over the lease terms.

III-28 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Prepaid lease rental, if classified as operating lease, are up-front prepayments made for the leasehold land and land use rights which are stated at cost less accumulated amortisation and any impairment losses. Amortisation is calculated on a straight-line basis over the lease term.

When the Pan China Land Group’s interests in leasehold land and buildings are in the course of development for investment purpose, the leasehold land component is included in properties under development and properties held for sale. During the development period of such properties, the amortisation charge of the prepaid land lease is capitalised as part of the building costs but charged to the income statement on completion of development of such properties.

4.18 Financial liabilities

Financial liabilities, comprising borrowings and trade and other payables including amounts due to related parties, are recognised when the Pan China Land Group becomes a party to the contractual provisions of the instrument. All interest related charges are recognised in accordance with the Pan China Land Group’s accounting policy for borrowing costs (note 4.24). A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amount is recognised in profit or loss.

Financial liabilities at amortised costs

Borrowings and trade and other payables including amounts due to related parties are financial liabilities at amortised cost which are recognised initially at fair value (net of transaction costs incurred for borrowings) and subsequently measured at amortised cost using the effective interest method. Gains or losses are recognised in profit or loss when the liabilities are derecognised as well as through amortisation process.

4.19 Provisions and contingent liabilities

Provision is recognised when the Pan China Land Group has a present obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. When the effect of discounting is material, provision is stated at the present value of the expenditure expected to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in income statement. All provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.

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Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Pan China Land Group, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

4.20 Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer (or guarantor) to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument.

Where the Pan China Land Group issues a financial guarantee, the fair value of the guarantee is initially recognised as deferred income within trade and other payables. Where consideration is received or receivable for the issuance of the guarantee, the consideration is recognised in accordance with the Pan China Land Group’s policies applicable to that category of asset. Where no such consideration is received or receivable, an immediate expense is recognised in profit or loss on initial recognition of any deferred income. The amount of the guarantee initially recognised as deferred income is amortised in profit or loss over the term of the guarantee as income from financial guarantees issued. In addition, provisions are recognised in accordance with note 4.19 if and when it becomes probable that the holder of the guarantee will call upon the Pan China Land Group under the guarantee and the amount of that claim on the Pan China Land Group is expected to exceed the current carrying amount i.e. the amount initially recognised less accumulated amortisation, where appropriate.

4.21 Revenue and other income recognition

Revenue and other income are recognised when it is probable that the economic benefits will flow to the Pan China Land Group and when the income can be measured reliably on the following bases:

(i) Sale of properties is recognised as revenue when all of the following criteria are met:

• the significant risks and rewards of ownership of the properties are transferred to buyers;

• neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the properties are retained;

• it is probable that the economic benefits associated with the transaction will flow to the Pan China Land Group; and

• the costs incurred or to be incurred in respect of the transaction can be measured reliably.

III-30 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Deposits received on properties sold prior to the date of revenue recognition are included in the statement of financial position as sales deposits received under current liabilities.

(ii) Interest income is accrued on a time basis by reference to the principal outstanding and the effective interest rate applicable.

(iii) Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.

(iv) Rental income is recognised on a straight-line basis over the periods of the respective tenancies.

(v) Building management and service fee income is recognised on an appropriate basis over the relevant period in which the services are rendered.

4.22 Employee benefits

Employee leave entitlements

Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employee up to the reporting date. Employee entitlements to sick leave and maternity leave are not recognised until the time of leave.

Retirement benefits

In accordance with the rules and regulations in the PRC, the PRC based employees of the Pan China Land Group participate in various defined contribution retirement benefit plans organised by the relevant municipal and provincial governments in the PRC under which the Pan China Land Group and the PRC based employees are required to make monthly contributions to these plans calculated as a percentage of the employees’ salaries.

The municipal and provincial governments undertake to assume the retirement benefit obligations of all existing and future retired PRC based employees payable under the plans described above. Other than the monthly contributions, the Pan China Land Group has no further obligation for the payment of retirement and other post retirement benefits of its employees. The assets of these plans are held separately from those of the Pan China Land Group in independently administrated funds managed by the PRC government.

4.23 Income tax

Income tax comprises current tax and movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit or loss except to the extent that they relate to items recognised in other comprehensive income or directly in equity, in which case the relevant amounts of tax are recognised in other comprehensive income or directly in equity, respectively.

III-31 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting period, that are unpaid at the end of reporting period. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to which they relate, based on the taxable profit for the year/period.

Deferred tax is calculated using the liability method on temporary differences at the reporting date between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, tax losses available to be carried forward as well as other unused tax credits, to the extent that it is probable that taxable profit, including existing temporary differences, will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.

Deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither taxable nor accounting profit or loss.

Deferred tax liabilities are recognised for taxable temporary differences arising on interests in subsidiaries and jointly-controlled entities, except where the Pan China Land Group is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax is calculated, without discounting, at tax rates that are expected to apply in the period the liability is settled or the asset realised, provided they are enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

4.24 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to be ready for their intended use or sale, are capitalised as part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs capitalised. Other borrowing costs are recognised as an expense in the period in which they are incurred.

Borrowing costs include interest charges and other costs incurred in connection with the borrowing of funds, including amortisation of discounts or premiums relating to the borrowing, and amortisation of ancillary costs incurred in connection with arranging the borrowing.

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4.25 Foreign currency translation

Each entity in the Pan China Land Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. In the separate financial statements of the consolidated entities, foreign currency transactions are translated into the functional currency of the individual entity using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end/period-end exchange rates are recognised in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not translated. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value was determined.

The functional currencies of certain entities of the Pan China Land Group are currencies other than RMB. For the purpose of the consolidated financial statements, assets and liabilities of those entities at the reporting date are translated into RMB at exchange rate prevailing on the reporting date. Income and expense items are translated into RMB at the average exchange rate for the year/period. The resulting exchange differences are recognised in other comprehensive income and accumulated separately in equity in the Pan China Land Group’s translation reserve. Such translation differences are recognised as income or as expenses in the period in which the foreign entity is disposed of.

4.26 Dividends

Dividend distribution to the shareholders or equity owners of the Pan China Land Group is recognised as a liability in the Financial Information and the 30 June, 2009 Corresponding Information in the year/period in which the dividends are approved by the shareholders or equity owners of Pan China Land or the Pan China Land Group’s subsidiaries.

4.27 Share-based payment transactions

Equity-settled share-based payment

The Pan China Land Group operates equity-settled share-based compensation plans for remuneration of its employees. All employee services received in exchange for the grant of financial instruments, for example, share options are measured at their fair values. The cost of equity-settled share-based compensation is measured by reference to the fair value at the date on which they are granted. In determining the fair value, no account is taken of any non-market vesting conditions (for example, profitability and sales growth targets).

In situations where equity instruments are issued and some or all of the goods or services received by the Pan China Land Group as consideration cannot be specifically identified, the unidentifiable goods or services are measured as the difference between the fair value of the share-based payment and the fair value of any identifiable goods or services received at the grant date.

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When fair value of equity instruments cannot be estimated reliably, the Pan China Land Group measures the equity instruments at their intrinsic value initially at the date the grantees rendered services and subsequently at the end of each reporting period and when equity instruments are exercised, forfeited or lapsed, with any change in intrinsic value recognised in profit or loss.

All equity-settled share-based compensation is ultimately recognised as an expense in income statement unless it qualifies for recognition as asset with a corresponding increase in equity. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of equity instruments expected to vest. Non-market vesting conditions are included in assumptions about the number of equity instruments that are expected to become exercisable. Estimates are subsequently revised, if there is any indication that the number of equity instruments expected to vest differs from previous estimates.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.

In respect of share options, the fair value of the share options granted by the Pan China Land Group to its employees is recognised in profit or loss with a corresponding increase in share-based payment reserve. Upon exercise of the share options, the amount in the share-based payment reserve is transferred to the share premium account or other reserve accounts. In case the share options are lapsed, the amount in the share-based payment reserve is released directly to retained profits.

Cash-settled share-based payment

The cost of cash-settled share-based payment transactions is measured initially at fair value at the grant date. The fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is measured at each reporting period up to and including the settlement date with changes in fair value recognised in profit or loss.

4.28 Equity instruments

Equity instruments issued by Pan China Land are recorded at the proceeds received, net of direct issue costs.

4.29 Related parties

For the purposes of this Financial Information and the 30 June, 2009 Corresponding Information, a party is considered to be related to the Pan China Land Group if:

(i) the party has the ability, directly or indirectly through one or more intermediaries, to control the Pan China Land Group or exercise significant influence over the Pan China Land Group in making financial and operating policy decisions, or has joint control over the Pan China Land Group;

III-34 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

(ii) the Pan China Land Group and the party are subject to common control;

(iii) the party is an associate of the Pan China Land Group or a joint venture in which the Pan China Land Group is a venturer;

(iv) the party is a member of key management personnel of the Pan China Land Group or the Pan China Land Group’s parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;

(v) the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or

(vi) the party is a post-employment benefit plan which is for the benefit of employees of the Pan China Land Group or of any entity that is a related party of the Pan China Land Group.

Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

4.30 Segment reporting

Operating segments, and the amounts of each segment item reported in the consolidated financial statements, are identified from the financial information provided regularly to the chief operating decision-maker i.e. the most senior executive management for the purposes of allocating resources to, and assessing the performance of, the Pan China Land Group’s various lines of business and geographical locations.

Individually material operating segments are not aggregated for financial reporting purposes unless the segments have similar economic characteristics and are similar in respect of the nature of products and services, the nature of production processes, the type or class of customers, the methods used to distribute the products or provide the services, and the nature of the regulatory environment. Operating segments which are not individually material may be aggregated if they share a majority of these criteria.

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5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgments used in preparing the Financial Information and the 30 June, 2009 Corresponding Information are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

5.1 Critical accounting estimates and assumptions

The Pan China Land Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant effect on the carrying amounts of assets and liabilities within the next financial year are discussed below:

Estimates of fair value of investment properties

As disclosed in note 15, the investment properties were revalued at the end of each reporting period by independent professional valuers. Such valuations were based on certain assumptions which are subject to uncertainty and might materially differ from the actual results. In making the judgement, the Pan China Land Group considers information from current prices in an active market for similar properties and uses assumptions that are mainly based on market conditions existing at the end of each reporting period.

Impairment of assets

The Pan China Land Group reviews at least annually and assesses whether goodwill have suffered any impairment. Other assets are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of the assets exceeds its recoverable amount. The recoverable amount of an asset or a cash-generating unit has been determined based on a value in use calculation which requires the use of estimates including expected future cash flows of the asset/cash-generating unit and discount rate adopted to calculate the present value of those cash flows. Details about the estimates used in assessing impairment for goodwill are set out in note 18.

Estimate of net realisable value of inventories of properties

Management reviews the recoverable amount of inventories of properties at the end of each reporting period. The recoverable amount is the estimated selling price of the properties less estimated cost to completion and estimated costs to sell. Management makes estimates in determining the recoverable amount.

Estimates of current tax and deferred tax

The Pan China Land Group is subject to taxation in various jurisdictions. Significant judgement is required in determining the amount of the provision for taxation and the timing of payment of the related taxation. Particularly for PRC land appreciation tax, implementation of these taxes varies

III-36 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP amongst various PRC cities. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the periods in which such determination are made.

Estimates of Land Appreciation Tax (“LAT”)

The Pan China Land Group is subject to LAT in the PRC. However, the implementation and settlement of this tax varies among various tax jurisdictions in cities of the PRC, and the Pan China Land Group has not finalised its LAT calculation and payments with any local tax authorities in the PRC. Accordingly, significant estimation is required in determining the amount of the land appreciation and its related LAT. The Pan China Land Group recognised LAT based on management’s best estimates according to the understanding of the tax rules. The final tax outcome could be different from the amounts that were initially recorded, and these differences will impact the tax expenses in the periods in which such LAT calculations are finalised with the local tax authorities.

5.2 Critical judgements in applying the entity’s accounting policies

Revenue recognition

The Pan China Land Group has recognised revenue from sale of properties held for sale during the Relevant Periods as disclosed in note 6. The assessment of when an entity has transferred the significant risks and rewards of ownership to buyer requires examination of the circumstances of the transaction. In most cases, the transfer of risks and rewards of ownership coincides with the transfer of the legal title or the passing of possession to the buyer or a completion certificate is issued by the relevant government authorities. The Pan China Land Group believes that its recognition basis of sales as set out in note 4.21 is appropriate.

6. REVENUE

Breakdown of revenue from the Pan China Land Group’s principal activities, which also represents the Pan China Land Group’s turnover, is as follows:

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Sales of properties 2,044,847 1,067,644 1,304,209 941,808 851,480 Property rental income 15,959 38,734 55,667 28,558 27,495 Property management fee income 26,381 50,656 58,097 25,805 21,332

Total revenue 2,087,187 1,157,034 1,417,973 996,171 900,307

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7. SEGMENT INFORMATION

The operating segments are reported in a manner consistent with the way in which information is reported internally to the Pan China Land Group’s most senior management for the purposes of resource allocation and assessment of segment performance. No geographical segment analysis is presented as the majority of the assets and operation of the Pan China Land Group are located in the PRC, which is considered as one geographical location in an economic environment with similar risk and returns. The Pan China Land Group has identified the following reportable segments for its operating segments:

Property leasing: This segment leases commercial units located in the PRC to generate rental income and gain from appreciation in the properties’ values in the long term. Part of the business is carried out through jointly controlled entities.

Property investment and This segment constructs commercial and residential development: properties in the PRC for external customers.

Revenue and expenses are allocated to the reportable segments with reference to sales generated by those segments and the expenses incurred by those segments. Segment profit/loss includes the Pan China Land Group’s share of profit arising from the activities of the Pan China Land Group’s jointly controlled entities. Reportable segment profit excludes corporate income and expenses from the Pan China Land Group’s profit before income tax. Corporate income and expenses are income and expenses incurred by corporate headquarters which are not allocated to the operating segments.

Segment assets include all assets with the exception of corporate assets, including certain bank balances and cash which are not directly attributable to the business activities of operating segments as these assets are managed on a group basis. Specified non-current assets include the Pan China Land Group’s investment properties, other properties, plant and equipment, prepaid lease rental on land, intangible assets including goodwill and jointly controlled entities.

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Segment results and segment assets

Information regarding the Pan China Land Group’s reportable segments including the reconciliations to revenue, profit before income tax, total assets and other segment information are as follows:

Property investment Property and leasing development Consolidated RMB’000 RMB’000 RMB’000

Year ended 31 December, 2007 Reportable segment revenue 15,959 2,071,228 2,087,187

Reportable segment profit 28,848 612,051 640,899

Corporate income 6 Corporate expenses (20,993)

Profit before income tax 619,912

Total RMB’000 As at 31 December, 2007 Reportable segment assets 162,521 6,192,874 6,355,395

Corporate assets 1,075

Total assets 6,356,470

Year ended 31 December, 2007 Other information: Interest income 58 6,839 6,897 Interest expenses — (32,423) (32,423) Depreciation and amortisation (4,578) (3,146) (7,724) Impairment losses recognised in income statement — (4,093) (4,093) Fair value gain on investment properties 24,187 — 24,187 Excess of the Pan China Land Group’s share of the net fair value over the cost on acquisitions of further interest of subsidiaries 115,310 — 115,310 Share of results of jointly controlled entities (1,937) (17,227) (19,164) Write back of long outstanding payables — 7,851 7,851 Equity-settled share-based payments — (6,572) (6,572) Additions to specified non-current assets 31,970 47,242 79,212

As at 31 December, 2007 Interests in jointly controlled entities 9,274 201,637 210,911

III-39 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Property investment Property and leasing development Consolidated RMB’000 RMB’000 RMB’000

Year ended 31 December, 2008 Reportable segment revenue 38,734 1,118,300 1,157,034

Reportable segment profit 67,538 772,635 840,173

Corporate expenses (4,079)

Profit before income tax 836,094

Total RMB’000 As at 31 December, 2008 Reportable segment assets 244,487 6,527,564 6,772,051

Corporate assets 220

Total assets 6,772,271

Year ended 31 December, 2008 Other information: Interest income 80 6,832 6,912 Interest expenses — (53,280) (53,280) Depreciation and amortisation (4,172) (3,491) (7,663) Impairment losses recognised in income statement — (76,995) (76,995) Write-off of property, plant and equipment — (249) (249) Fair value gain on investment properties 5,260 — 5,260 Gain on disposal of a subsidiary 57,558 — 57,558 Reversal of unutilised provision — 60,617 60,617 Share of results of jointly controlled entities 37,025 (32,619) 4,406 Gain on disposal of a joint controlled entity 469,000 — 469,000 Write back of long outstanding payables 29 — 29 Equity-settled share-based payments — (46,724) (46,724) Additions to specified non-current assets 272 2,195 2,467

As at 31 December, 2008 Interests in jointly controlled entities 46,300 143,790 190,090

III-40 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Property investment Property and leasing development Consolidated RMB’000 RMB’000 RMB’000

Year ended 31 December, 2009 Reportable segment revenue 55,667 1,362,306 1,417,973

Reportable segment profit/(loss) 463,372 (325,922) 137,450

Corporate expenses (2,894)

Profit before income tax 134,556

Total RMB’000 As at 31 December, 2009 Reportable segment assets 849,559 6,561,080 7,410,639

Corporate assets 207

Total assets 7,410,846

Year ended 31 December, 2009 Other information: Interest income 64 4,396 4,460 Interest expenses — (35,905) (35,905) Depreciation and amortisation (4,088) (4,929) (9,017) Impairment losses recognised in income statement — (228,854) (228,854) Write-off of property, plant and equipment — (813) (813) Write-down of inventories of properties — (259,195) (259,195) Fair value gain on reclassification of inventories of properties to investment properties 428,783 — 428,783 Fair value loss on investment properties (10,450) — (10,450) Gain on disposal of a subsidiary 15,237 — 15,237 Share of results of jointly controlled entities 3,622 (309) 3,313 Equity-settled share-based payments — (127,697) (127,697) Additions to specified non-current assets 26 1,908 1,934

As at 31 December, 2009 Interests in jointly controlled entities 49,923 143,480 193,403

III-41 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Property investment Property and leasing development Consolidated RMB’000 RMB’000 RMB’000 (unaudited) (unaudited) (unaudited)

Six months ended 30 June, 2009 Reportable segment revenue 28,558 967,613 996,171

Reportable segment profit 324,289 216,731 541,020

Corporate income 1

Profit before income tax 541,021

Other information: Interest income 26 2,098 2,124 Interest expenses — (21,842) (21,842) Depreciation and amortisation (2,048) (2,774) (4,822) Reversal of impairment losses recognised in income statement — 1,403 1,403 Fair value gain on reclassification of inventories of properties to investment properties 321,403 — 321,403 Fair value loss on investment properties (18,040) — (18,040) Gain on disposal of a subsidiary 15,237 — 15,237 Share of results of jointly controlled entities 647 (155) 492 Equity-settled share-based payments — (24,599) (24,599) Additions to specified non-current assets 3 1,226 1,229

III-42 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Property investment Property and leasing development Consolidated RMB’000 RMB’000 RMB’000

Six months ended 30 June, 2010 Reportable segment revenue 48,827 851,480 900,307

Reportable segment profit 7,682 126,476 134,158

Corporate expenses (233)

Profit before income tax 133,925

Total RMB’000 As at 30 June, 2010 Reportable segment assets 945,434 6,173,686 7,119,120

Corporate assets 147

Total assets 7,119,267

Six months ended 30 June, 2010 Other information: Interest income 125 2,093 2,218 Interest expenses (7,409) (781) (8,190) Depreciation and amortisation (3,064) (754) (3,818) Fair value gain on reclassification of inventories of properties to investment properties 10,845 — 10,845 Fair value gain on investment properties 412 — 412 Share of results of jointly controlled entities (127) (64) (191) Equity-settled share-based payments — (64,384) (64,384) Additions to specified non-current assets 5 126 131

As at 30 June, 2010 Interests in jointly controlled entities 49,796 143,416 193,212

III-43 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

8. OTHER INCOME

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Interest income on: Bank deposits 4,397 6,912 4,456 2,124 2,218 Others 2,500 — 4 — —

Total interest income on financial assets not at fair value through profit or loss 6,897 6,912 4,460 2,124 2,218 Handling fee income 4,411 2,508 79 78 — Write back of long outstanding payables 7,851 29——— Sundry income 3,000 498 7,668 581 564

22,159 9,947 12,207 2,783 2,782

III-44 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

9. PROFIT BEFORE INCOME TAX

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Profit before income tax is arrived at after charging/(crediting):

Amortisation charge: Prepaid lease rental on land 242 101 88 53 32 Other intangible assets # 3,997 3,958 3,877 1,939 1,939 Depreciation of property, plant and equipment 3,485 3,604 5,052 2,830 1,847

Total amortisation and depreciation 7,724 7,663 9,017 4,822 3,818

Auditors’ remuneration 2,978 2,549 367 177 240 Cost of sales comprised: Amount of inventories recognised as expense 1,260,796 483,564 779,073 597,339 593,349 Write-down of inventories of properties (note (a)) — — 259,195 — — Donations — 572 4 — — Loss/(Gain) on disposal of property, plant and equipment, net 136 27 (731) (40) — Impairment loss on non-financial assets: Other assets (note (b)) — 4,551 215,300 — — Goodwill — 2,031 — — — Interest in a jointly controlled entity — 25,227 — — — Impairment loss/(Reversal of impairment loss) on loans and receivables* 4,093 45,186 13,554 (1,403) — Net foreign exchange losses — 2,166 403 220 — Operating lease charge on land and buildings 664 391 522 180 119 Outgoings in respect of investment properties 1,787 3,585 3,952 2,982 16,178 Net rental income (14,172) (35,149) (51,706) (25,576) (11,317) Staff costs (note (c)) 36,952 103,921 241,951 48,702 90,554 Write-off of property, plant and equipment — 249 813 — — Business tax and other levies 165,610 74,382 76,165 54,329 49,054

III-45 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

# included in “Cost of sales” in the consolidated income statement * included in “Other operating expenses” in the consolidated income statement

Notes:

(a) The amount represents the write-down of the carrying value of two property development projects in Qingdao (the “Qingdao Project”) and Guangzhou by approximately RMB144 million and RMB115 million respectively. Regarding the Qingdao Project, on 24 June, 2009, the Pan China Land Group entered into a co-operation termination agreement and a settlement agreement in relation to the disposal of its interest in the project through the disposal of its 70% equity interest in 青島頤景地產開發有限公司 (Qingdao Yijing Real Estate Development Company Limited) (“Qingdao Yijing”) to the minority shareholder of Qingdao Yijing. The minority shareholder of Qingdao Yijing has failed to fulfill certain conditions as specified in the agreements and the disposal has not yet been completed up to the date of this report. In light of the changes in the business environment and the local government policy which have an adverse impact on the commercial viability of these projects, the carrying value of these projects have been written down by approximately RMB259 million in aggregate.

(b) During the year ended 31 December, 2009, prepayment and deposits for the pre-construction works of certain property development projects amounting to RMB215,300,000 were written off due to change of development plans.

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Salaries, allowances and other benefits 29,032 56,256 56,862 23,419 25,073 Retirement fund contribution (note 39) 1,348 941 1,392 684 1,097 Equity-settled share-based payments (note 36) 6,572 46,724 127,697 24,599 64,384 Termination benefits — — 56,000 — —

36,952 103,921 241,951 48,702 90,554

III-46 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

10. FINANCE COSTS

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Interest charges on: Bank loans and overdrafts - wholly repayable within five years 51,035 95,420 74,767 35,533 27,558 - wholly repayable over five years — 3,641 11,380 5,914 5,120 Other loans - wholly repayable within five years — 48,444 44,734 26,929 3,541

Total interest expense on financial liabilities not at fair value through profit or loss 51,035 147,505 130,881 68,376 36,219 Less: Amount capitalised in properties under development (18,612) (94,225) (94,976) (46,534) (28,029)

32,423 53,280 35,905 21,842 8,190

III-47 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

11. INCOME TAX

Income tax expense

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Income tax expenses comprise: Current income tax — PRC Enterprise income tax 159,110 232,805 117,710 88,582 51,180 LAT 122,352 242,151 182,304 77,414 42,662

281,462 474,956 300,014 165,996 93,842

(Over)/Under provision in prior years - PRC Enterprise income tax (5,386) 4,195 16,442 1,114 85 LAT — (3,817) 3,071 (10,276) —

(5,386) 378 19,513 (9,162) 85

Deferred income tax (note 35) Enterprise income tax (15,386) (97,748) 22,625 2,158 (17,174) LAT — (3,564) 23,477 117,901 (4,811)

(15,386) (101,312) 46,102 120,059 (21,985)

Total income tax expenses 260,690 374,022 365,629 276,893 71,942

Enterprise income tax (“EIT”) arising from the PRC for the Relevant Periods is calculated at 25% to 33% of the estimated assessable profits.

On 16 March, 2007, the PRC promulgated the Law of the People’s Republic of China on Enterprise Income Tax (the “New EIT Law”). On 6 December, 2007, the State Council issued Implementation Regulations of the New EIT Law. The New EIT Law introduces a wide range of changes which include, but are not limited to, the unification of the EIT rate for domestic and foreign investment enterprises at a rate of 25% with effect from 1 January, 2008. For those group entities enjoying preferential rate of 15%, the new tax rate is progressively accelerated to 25% over a period of 5 years starting from 1 January, 2008. Under the new EIT Law, a corporate withholding income

III-48 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP tax will be levied on the foreign investor for dividend distributed out of the profits of foreign investment enterprises generated since 1 January, 2008. The withholding income tax rate applicable to the Pan China Land Group is 5% or 10%.

PRC LAT is levied at progressive rates from 30% to 60% on the appreciation of land value, being the proceeds of sales of properties less deductible expenditure including cost of land use rights and development and construction expenditure.

The income tax expenses can be reconciled to the profit before income tax at applicable rate as follows:

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Profit before income tax 619,912 836,094 134,556 541,021 133,925

Tax on profit before income tax calculated at the rates applicable in the PRC 185,291 208,227 35,455 138,695 34,736 Expenses not deductible for tax purpose 18,115 44,261 164,741 62,885 19,126 Income not taxable for tax purpose (69,014) (104,967) (55,781) (104,782) (22,087) Tax losses not recognised 7,387 9,700 10,773 2,110 3,959 Utilisation of tax losses previously not recognised — (272) (540) (1,602) (4) Share of results of jointly controlled entities 6,324 (1,101) (829) (123) 48 (Over)/Under provision in prior years (5,386) 4,195 16,442 1,114 85 Tax effect on LAT charge (4,379) (20,791) (18,484) (6,443) (1,772) Others — — 5,000 — —

138,338 139,252 156,777 91,854 34,091 LAT 122,352 234,770 208,852 185,039 37,851

Income tax expense 260,690 374,022 365,629 276,893 71,942

III-49 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Taxation liabilities

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

EIT liabilities 55,503 219,195 179,012 121,743 LAT liabilities 102,505 270,869 416,715 455,247

158,008 490,064 595,727 576,990

12. LOSS ATTRIBUTABLE TO OWNERS OF PAN CHINA LAND

Among the consolidated profit/loss attributable to owners of Pan China Land for the Relevant Periods, losses of RMB13,241,000, RMB860,000, RMB21,472,000, RMB15,659,000 (unaudited) and RMB356,000 has been dealt with in the financial statements of Pan China Land for the years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2009 and 2010 respectively.

13. DIVIDENDS

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Dividend attributable to the year/period, declared and paid 7,500 ————

The dividends for the year ended 31 December, 2007 was declared and paid by COGOG PRC to its equity owners. The rates of dividend and the number of shares ranking for dividend are not presented as such information is not meaningful for the purpose of this report. Details of the Reorganisation are set out in note 2.

No dividends were declared or proposed for the years ended 31 December, 2008 and 2009 and six months ended 30 June, 2009 and 2010.

III-50 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

14. DIRECTORS’ REMUNERATION AND SENIOR MANAGEMENT’S EMOLUMENTS

(a) Directors’ remuneration

Salaries, allowances Retirement Share- and other fund based Fees benefits contributions payments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Year ended 31 December, 2007

Mr. Billy K Yung — — — 1,133 1,133 Mr. David Chow Kai Chiu — — — 295 295 Mr. Eddie Hurip — — — 45 45 Mr. Wang Taoguang — — — 1,133 1,133 Mr. Liu Zhan — 1,000 61 567 1,628

— 1,000 61 3,173 4,234

Year ended 31 December, 2008

Mr. Billy K Yung — — — 8,056 8,056 Mr. David Chow Kai Chiu — — — 2,095 2,095 Mr. Eddie Hurip — — — 322 322 Mr. Wang Taoguang — — — 8,056 8,056 Mr. Liu Zhan — 2,360 52 4,028 6,440

— 2,360 52 22,557 24,969

Year ended 31 December, 2009

Mr. Billy K Yung — — — 22,017 22,017 Mr. David Chow Kai Chiu — — — 5,724 5,724 Mr. Eddie Hurip — — — 881 881 Mr. Wang Taoguang — — — 22,017 22,017 Mr. Liu Zhan — 2,155 57 11,008 13,220

— 2,155 57 61,647 63,859

III-51 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Salaries, allowances Retirement Share- and other fund based Fees benefits contributions payments Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Six months ended 30 June, 2009 (unaudited)

Mr. Billy K Yung — — — 4,241 4,241 Mr. David Chow Kai Chiu — — — 1,103 1,103 Mr. Eddie Hurip — — — 170 170 Mr. Wang Taoguang — — — 4,241 4,241 Mr. Liu Zhan — 664 28 2,120 2,812

— 664 28 11,875 12,567

Six months ended 30 June, 2010

Mr. Billy K Yung — — — 2,480 2,480 Mr. David Chow Kai Chiu — — — 645 645 Mr. Eddie Hurip — — — 99 99 Mr. Wang Taoguang — — — 2,480 2,480 Mr. Liu Zhan — 978 15 1,240 2,233 Mr. Chen Bin — — — — — Mr. Yu Shangyou — — — — — Mr. Xiang Hong — — — — —

— 978 15 6,944 7,937

There is no arrangement under which a director waived or agreed to waive any remuneration during the Relevant Periods.

III-52 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

(b) Five highest paid individuals

During the Relevant Periods, the five highest paid individuals of the Pan China Land Group included three directors of Pan China Land whose emoluments are included in the disclosures in note (a) above. The emoluments of the remaining two individuals were as follows:

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Salaries, allowances and other benefits 1,500 2,720 2,898 977 2,039 Retirement fund contributions 109 104 115 56 50 Share-based payments 714 5,075 13,870 2,672 1,562

2,323 7,899 16,883 3,705 3,651

Six months Year ended 31 December, ended 30 June, 2007 2008 2009 2009 2010 Number of Number of Number of Number of Number of individual individual individual individual individual (unaudited)

Their emoluments were within the following bands: HK$500,001 — HK$1,000,000 1———— HK$1,000,001 — HK$1,500,000 1———— HK$1,500,001 — HK$2,000,000 — — — 2 2 HK$4,000,001 — HK$4,500,000 — 1——— HK$4,500,001 — HK$5,000,000 — 1——— HK$9,000,001 — HK$9,500,000 — — 1 — — HK$10,000,001 — HK$10,500,000 — — 1 — —

No emoluments were paid to any of the directors of Pan China Land or the five highest paid individuals by the Pan China Land Group as an inducement to join or upon joining the Pan China Land Group or as compensation for loss of office during the Relevant Periods.

III-53 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

15. INVESTMENT PROPERTIES — THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Carrying amount at 1 January 9,900 71,600 76,860 620,120 Addition through acquisition of a subsidiary (note 37(a)) 31,900 — — — Disposals — — (25,290) — Transfer from inventories of properties 5,613 — 579,000 14,588 Increase/(Decrease) in fair value 24,187 5,260 (10,450) 412

Carrying amount at 31 December/ 30 June 71,600 76,860 620,120 635,120

The Pan China Land Group’s investment properties are located in PRC with lease terms of 10 to 50 years. Investment properties were revalued by Knight Frank Petty Limited as at 31 December, 2007 and by CB Richard Ellis Limited as at 31 December, 2008 and 2009, firms of independent and professionally qualified valuers, on an open market basis. The values of investment properties as at 30 June, 2010 were estimated by the directors based on the valuation report prepared by CB Richard Ellis Limited as set out in Appendix IV of the Circular. The valuations were arrived at by reference to comparable market transactions and where appropriate, on the basis of capitalisation of net income.

During the year ended 31 December, 2009 and the six months ended 30 June, 2010, the Pan China Land Group reclassified certain inventories of properties with carrying amount of RMB150,217,000 and RMB3,743,000, respectively, as investment properties and recognised a fair value gain of RMB428,783,000 and RMB10,845,000, respectively, on the date of reclassification.

The investment properties are leased to third parties under operating leases to earn rental income, further details of which are included in note 41.

As at 31 December, 2007, certain investment properties of a subsidiary with a total carrying value of RMB61,000,000 had been impounded by the court of the PRC government. During the year ended 31 December, 2008, the Pan China Land Group received a court order regarding the release of those properties as further detailed in note 31.

Certain investment properties of the Pan China Land Group are pledged as further detailed in note 40.

III-54 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

16. PROPERTY, PLANT AND EQUIPMENT — THE PAN CHINA LAND GROUP

Furniture, fixtures Leasehold and office Motor building equipment vehicles Total RMB’000 RMB’000 RMB’000 RMB’000

COST At 1 January, 2007 2,763 6,020 3,581 12,364 Additions — 1,205 4,293 5,498 Additions through acquisition of subsidiaries (note 37) — 1,292 3,092 4,384 Disposals (15) (2,172) (454) (2,641) Transfer to assets classified as held for sale — (230) — (230) Transfer from inventories of properties 24,620 — — 24,620

At 31 December, 2007 and 1 January, 2008 27,368 6,115 10,512 43,995 Translation adjustment — — (18) (18) Additions — 1,847 620 2,467 Disposals — — (261) (261) Write-off — (2,716) (144) (2,860) Transfer from inventories of properties 2,687 — — 2,687

At 31 December, 2008 and 1 January, 2009 30,055 5,246 10,709 46,010 Translation adjustment — — 5 5 Additions — 1,021 913 1,934 Disposals (405) (19) (699) (1,123) Disposal of a subsidiary — (139) — (139) Write-off — (188) (1,032) (1,220)

At 31 December, 2009 and 1 January, 2010 29,650 5,921 9,896 45,467 Additions — 131 — 131 Disposals — (214) (763) (977) Write-off — (52) — (52)

At 30 June, 2010 29,650 5,786 9,133 44,569

III-55 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Furniture, fixtures Leasehold and office Motor building equipment vehicles Total RMB’000 RMB’000 RMB’000 RMB’000

DEPRECIATION At 1 January, 2007 729 4,719 2,444 7,892 Depreciation provided 1,710 815 960 3,485 Disposals (11) (1,988) (227) (2,226) Transfer to assets classified as held for sale — (132) — (132)

At 31 December, 2007 and 1 January, 2008 2,428 3,414 3,177 9,019 Translation adjustment — — (10) (10) Depreciation provided 961 1,099 1,544 3,604 Disposals — — (229) (229) Write-off — (2,496) (115) (2,611)

At 31 December, 2008 and 1 January, 2009 3,389 2,017 4,367 9,773 Translation adjustment — — 5 5 Depreciation provided 1,052 1,436 2,564 5,052 Disposals (244) (19) (520) (783) Disposal of a subsidiary — (44) — (44) Write-off — (164) (243) (407)

At 31 December, 2009 and 1 January, 2010 4,197 3,226 6,173 13,596 Depreciation provided 405 522 920 1,847 Disposals — (160) (763) (923) Write-off — (52) — (52)

At 30 June, 2010 4,602 3,536 6,330 14,468

NET CARRYING AMOUNT At 31 December, 2007 24,940 2,701 7,335 34,976

At 31 December, 2008 26,666 3,229 6,342 36,237

At 31 December, 2009 25,453 2,695 3,723 31,871

At 30 June, 2010 25,048 2,250 2,803 30,101

III-56 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The Pan China Land Group’s leasehold buildings are located in the PRC and held under medium-term lease.

As at 31 December, 2007, certain properties of a subsidiary with a total carrying value of RMB4,493,000 had been impounded by the court of the PRC government. During the year ended 31 December, 2008, the Pan China Land Group received a court order regarding the release of those properties as further detailed in note 31.

Certain property, plant and equipment of the Pan China Land Group are pledged as further detailed in note 40.

17. PREPAID LEASE RENTAL ON LAND — THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Carrying amount at 1 January — 3,096 3,165 3,077 Additions 3,338 — — — Amortisation charged (242) (101) (88) (32) Transfer from inventories of properties — 170 — —

Carrying amount at 31 December/ 30 June 3,096 3,165 3,077 3,045

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Analysed into: Non-current portion included in non-current assets 3,029 3,095 3,004 2,972 Current portion included in current assets 67 70 73 73

3,096 3,165 3,077 3,045

Prepaid lease rental on land represented leasehold land located in the PRC and had lease terms expiring from 2039 - 2054.

III-57 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

18. GOODWILL — THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Carrying amount at 1 January — 34,092 32,061 32,061 Acquisition of additional interest in subsidiaries (note (a)) 34,092 — — — Impairment loss — (2,031) — —

Carrying amount at 31 December/ 30 June (note (b)) 34,092 32,061 32,061 32,061

Notes:

(a) Goodwill arising from the acquisitions of subsidiaries during the year ended 31 December, 2007 mainly comprises:

(i) RMB28,620,000 arising from obtaining control over the jointly controlled entities, 北京中順超科房地產開發有限公司 (Beijing Zhong Shun Chao Ke Property Development Company Limited) (“Beijing Zhong Shun”) as a result of further investment made during the year ended 31 December, 2007 as mentioned in note 37(c).

(ii) RMB3,441,000 arising from the acquisition of 90% equity interest in 北京華世柏利房地產開發有限公司 (Beijing Huashiboli Property Development Limited) (“Huashiboli”) as mentioned in note 37(b).

(iii) RMB2,031,000 arising from the acquisition of 80% share capital of SLP (China) Pte. Ltd. as mentioned in note 37(d).

(b) The amount of goodwill as at the end of each reporting period is allocated to the cash-generating units within the property investment and development segment and is tested for impairment by the management by estimating the recoverable amount based on a value in use calculation. The calculations use cash flow projections based on financial budgets approved by the management. The period covered by the financial budgets is 4 years up to year 2011 for the year ended 31 December, 2007, 3 years up to year 2011 for the year ended 31 December, 2008 and 3 years up to year 2012 for the year ended 31 December, 2009. Based on the results of the impairment testing, management determines that there is impairment of RMB2,031,000 for the year ended 31 December, 2008.

Key assumptions used by the management in the value in use calculations of these cash-generating units include gross profit margin of 20% — 40% for the year ended 31 December, 2007, 25% — 45% for the year ended 31 December, 2008 and 25% — 40% for the year ended 31 December, 2009, and growth rate by reference to the Gross Domestic Products Index in the PRC. These assumptions have been determined based on past performance and management’s expectations in respect of the market development in the PRC. The pre-tax discount rate applied to the cash flow projections is 35% for the year ended 31 December, 2007, 14% for the year ended 31 December, 2008 and 14% for the year ended 31 December, 2009. The discount rates used reflect the specific risks relating to the cash generating units within property investment and development segment.

III-58 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Apart from the considerations described above in determining the value in use of the cash-generating units of the property investment and development segment, the management is not currently aware of any other probable changes that would necessitate changes in its key estimates.

19. OTHER INTANGIBLE ASSET — THE PAN CHINA LAND GROUP

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

COST At 1 January 69,421 69,421 69,421 69,421

AMORTISATION At 1 January 19,786 23,783 27,741 31,618 Amortisation charged 3,997 3,958 3,877 1,939

At 31 December/30 June 23,783 27,741 31,618 33,557

NET CARRYING AMOUNT At 31 December/30 June 45,638 41,680 37,803 35,864

The intangible asset represents a shopping mall operating right located in Beijing, PRC. It is amortised over a period of 30 years which is the period which the Pan China Land Group has right to operate the shopping mall.

20. INTERESTS IN SUBSIDIARIES — PAN CHINA LAND

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Unlisted shares, at cost 170,820 170,820 170,820 170,820

Details of Pan China Land’s subsidiaries are set out in note 47.

III-59 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

21. INTERESTS IN JOINTLY CONTROLLED ENTITIES — THE PAN CHINA LAND GROUP

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Share of net assets 185,684 190,090 193,403 193,212 Goodwill on acquisition 25,227 25,227 25,227 25,227

210,911 215,317 218,630 218,439 Less: Impairment — (25,227) (25,227) (25,227)

210,911 190,090 193,403 193,212

Details of the Pan China Land Group’s principal jointly controlled entities are set out in note 48.

During the year ended 31 December, 2008, the Pan China Land Group recognised impairment loss of RMB25,227,000 for its interest in a jointly controlled entity, which is engaging in property development in the PRC. Due to the decrease in estimated net realisable value of the properties under development owned by the jointly controlled entity, the Pan China Land Group has revised the cash flow forecast and reduced the carrying value of this cash generating unit to its recoverable amount as at 31 December, 2008 through recognition of impairment. The pre-tax discount rate used in the forecast is 14%. The amount of the impairment loss is attributable to the Pan China Land Group’s property investment and development segment.

The following illustrates the summarised financial information of the Pan China Land Group’s jointly controlled entities extracted from their management accounts which have been adjusted to ensure consistency in accounting policies adopted by the Pan China Land Group:

Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Share of results for the year/period Revenue 11,049 4,446 5,766 2,928 2,642

(Loss)/Profit after income tax expenses (19,164) 4,406 3,313 492 (191)

III-60 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Share of assets and liabilities Total non-current assets 1,084 102,360 107,146 106,160 Total current assets 223,496 463,983 462,038 462,231 Total current liabilities (38,896) (317,875) (315,823) (315,221) Total non-current liabilities — (58,378) (59,958) (59,958)

185,684 190,090 193,403 193,212

22. INVENTORIES OF PROPERTIES — THE PAN CHINA LAND GROUP

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Properties under development, at cost 3,388,650 4,584,118 4,633,865 3,988,960 Properties held for sale, at cost 1,035,774 611,651 900,284 1,020,776

4,424,424 5,195,769 5,534,149 5,009,736

Properties under development amounting to RMB3,388,650,000, RMB2,840,110,000, RMB1,148,261,000 and RMB1,160,901,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, respectively, are not expected to be recovered within twelve months from corresponding reporting date.

The Pan China Land Group’s properties under development and properties held for sale are located in the PRC. Leasehold interests in land included in inventories of properties which are held under long or medium leases amounted to RMB1,158,078,000, RMB1,220,450,000, RMB1,182,862,000 and RMB1,334,711,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, respectively.

As at 31 December 2007, certain inventories of properties with a total carrying value of RMB72,504,000 had been impounded by the court of the PRC government. During the year ended 31 December, 2008, the Pan China Land Group received a court order regarding the release of those properties as further detailed in note 31.

Certain inventories of properties are pledged by the Pan China Land Group for obtaining certain banking facilities with further details stated in note 40.

III-61 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

23. OTHER INVENTORIES — THE PAN CHINA LAND GROUP

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Raw materials, at cost 819 791 943 771

24. TRADE AND OTHER RECEIVABLES, PREPAYMENTS AND DEPOSITS

THE PAN CHINA LAND GROUP PAN CHINA LAND As at As at As at 31 December, 30 June, As at 31 December, 30 June, 2007 2008 2009 2010 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Trade receivables 19,042 18,121 15,501 13,957 ———— Less: Impairment of trade receivables (1,194) (8,171) (7,247) (7,246) ————

Trade receivables, net (note (a)) 17,848 9,950 8,254 6,711 ———— Prepayments and deposits (note (b)) 469,052 619,738 405,708 510,727 — 29 23 — Other receivables 242,202 58,991 43,914 35,418 ————

729,102 688,679 457,876 552,856 — 29 23 —

Notes:

(a) The ageing analysis of the trade receivables (based on invoice date) net of impairment allowance is as follows:

THE PAN CHINA LAND GROUP As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

30 days or below 2,166 8,049 6,899 5,091 31-60 days — — 816 293 61-90 days — 1,054 — 259 91-180 days 13,144 205 — 407 181-360 days 463 470 535 47 Over 360 days 2,075 172 4 614

17,848 9,950 8,254 6,711

III-62 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The Pan China Land Group maintains a defined credit policy. For sales of properties, the credit terms in connection with sales of properties granted to the buyers are set out in the sale and purchase agreements and vary from different agreements. Rentals receivable from tenants and service income receivable from customers are payable on presentation of invoices.

In general, trade receivables that are aged below one year are not considered impaired based on management’s historical experience and the Pan China Land Group would consider impairment provision for trade receivables which are aged one year or above.

The movement in the allowance for doubtful debts during the year/period is as follows:

THE PAN CHINA LAND GROUP Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

At 1 January 313 1,194 8,171 7,247 Impairment losses recognised 2,038 7,228 10 — Impairment losses reversed — (132) (934) (1) Amounts written off as uncollectible — (119) — — Transfer to assets held for sales (1,157) — — —

At 31 December/30 June 1,194 8,171 7,247 7,246

At the end of each reporting period, management reviewed receivables for evidence of impairment on both an individual and collective basis. The Pan China Land Group’s trade receivables of RMB1,194,000, RMB8,171,000, RMB7,247,000 and RMB7,246,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, respectively, were impaired and accordingly allowances were made in respect of these balances. The individually impaired receivables mainly relate to customers that were in financial difficulties and management assessed that the entire amount of the respective receivable balances is unlikely to be recovered. The Pan China Land Group does not hold any collateral over these trade receivables balances other than rental and building management deposits from tenants of the Pan China Land Group’s investment properties.

The ageing analysis of trade receivables which were impaired and for which allowances were made as at the respective reporting dates are as follows:

THE PAN CHINA LAND GROUP As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

30 days or below — — 5 — 31-60 days — — 4 9 61-90 days — 682 — — 91-180 days 77——— 181-360 days 5 5 5 — Over 360 days 1,112 7,484 7,233 7,237

1,194 8,171 7,247 7,246

III-63 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The ageing analysis of trade receivables that are past due, based on the credit terms in the sale and purchase agreements, but are not considered impaired as at the respective reporting dates are as follows:

THE PAN CHINA LAND GROUP As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

61-90 days — 1,054 — 259 91-180 days 13,144 205 — 407 181-360 days 463 470 535 47 Over 360 days 2,075 172 4 614

15,682 1,901 539 1,327

Trade receivables that were not yet past due relate to a wide range of customers for whom there was no recent history of default. Trade receivables that were past due but not impaired relate to a number of independent customers that have a good payment record with the Pan China Land Group. Based on past experience, the management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Pan China Land Group does not hold any collateral over these trade receivables balances other than rental and building management deposits from tenants of the Pan China Land Group’s investment properties.

(b) Amounts of RMB357,670,000, RMB248,514,000, RMB328,542,000 and RMB427,805,000, respectively, as at 31 December, 2007, 2008 and 2009 and 30 June, 2010 were paid by the Pan China Land Group for the primary development on certain areas in Hohhot, Inner Mongolia (the “Primary Development Land”). During the year ended 31 December, 2008, the Pan China Land Group successfully acquired the land use right for certain area of the Primary Development Land through a public tender. According to the approval document issued by the relevant land authority in Hohhot, the cost of these lands was offset against the payment made by the Pan China Land Group for the Primary Development Land. It is the assessment as well as intention of the directors of Pan China Land that the amount of prepayment made for the Primary Development Land can be fully recovered through similar land auction exercise in future.

The balance of prepayments and deposits as at 31 December, 2008 included an amount of RMB200 million to a third party in relation to certain potential investments in the PRC. During the year ended 31 December, 2009, the Pan China Land Group has agreed the balance with the counterparty to offset the consideration of a piece of land in the PRC acquired through the connection of the counterparty as well as the pre-construction work for the land.

Trade and other receivables are of short maturity periods and hence the directors of Pan China Land consider the carrying amounts of trade and other receivables approximate their fair values.

25. AMOUNTS DUE FROM JOINTLY CONTROLLED ENTITIES/MINORITY SHAREHOLDERS/SUBSIDIARIES

The balances are unsecured, interest-free and repayable on demand. The directors of Pan China Land consider that the carrying amounts of the above balances approximate their fair values.

III-64 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

26. RESTRICTED CASH AND DEPOSITS — THE PAN CHINA LAND GROUP

In accordance with the relevant documents issued by the PRC State-Owned Land and Resources Bureau, certain subsidiaries of the Pan China Land Group engaging in property development are required to place in designated bank accounts certain amount of pre-sale proceeds of properties as guarantee deposits for the construction of the related properties. The deposits can only be used for purchases of construction materials and payments of construction fee of the relevant property projects when approval from the PRC State-Owned Land and Resources Bureau is obtained. Such guarantee deposits will only be released after the completion of development of the related pre-sold properties or issuance of the real estate ownership certificate, whichever is the earlier. The amount of cash restricted for such purpose as at 31 December, 2007, 2008 and 2009 and 30 June, 2010 were RMB93,539,000, RMB46,372,000, RMB121,368,000 and RMB260,858,000 respectively.

27. CASH AND CASH EQUIVALENTS

Cash at bank and in hand 453,702 401,253 385,059 510,996 1,052 138 129 90 Less: Restricted cash and deposits classified under current assets (note 26) (93,539) (46,372) (121,368) (260,858) ————

360,163 354,881 263,691 250,138 1,052 138 129 90

Cash balance denominated in RMB amounted to approximately RMB330,457,000, RMB329,303,000, RMB238,591,000 and RMB485,911,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010 respectively. The RMB is not freely convertible into other currencies.

Cash at bank earns interest at floating rates based on daily bank deposits rates. Short-term time deposits are made for periods depending on the immediate cash requirements of the Pan China Land Group, and earn interest at the respective short-term time deposit rates. The directors of Pan China Land consider that the fair values of the short-term deposit are not materially different from their carrying amounts because of the short maturity period.

III-65 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

28. ASSETS/(LIABILITIES) CLASSIFIED AS HELD FOR SALE — THE PAN CHINA LAND GROUP

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Assets classified as held for sale 140,639 — — — Liabilities classified as held for sale (44,414) — — —

Interest in a development project held by subsidiaries 96,225 — — —

Pursuant to an agreement dated 16 January, 2008, the Pan China Land Group has agreed to dispose of its interest in a property development project through the disposal of its entire equity interest in a subsidiary, 安徽博鴻房地產開發有限公司 (Anhui Bohong Real Estate Development Company Limited) (“Anhui Bohong”), to an independent third party at a cash consideration of RMB121 million. The transaction as approved by the board of directors near the end of 2007 is expected to be completed on or before 30 April, 2008. Accordingly, the Pan China Land Group’s interest in the development project held by Anhui Bohong was reclassified and presented in the consolidated statement of financial position as at 31 December, 2007 as assets classified as held for sale. The disposal was completed in 2008 and further details about the disposal are set out in note 38(a).

29. TRADE AND OTHER PAYABLES

Trade payables 1,107,480 1,180,899 1,879,083 1,422,776 ———— Other payables and accruals 615,077 601,937 149,792 138,168 5,449 998 1,149 1,149 Deposit received 15,213 20,905 25,634 33,865 ————

1,737,770 1,803,741 2,054,509 1,594,809 5,449 998 1,149 1,149

III-66 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The ageing analysis of trade payables (based on invoice date) is as follows:

THE PAN CHINA LAND GROUP As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

30 days or below 323,795 539,478 1,408,944 992,192 31-60 days — 156 239 56,187 61-90 days — — 603 730 91-180 days 417,922 193 18,733 298 181-360 days 1,138 143,186 260,099 180,444 Over 360 days 364,625 497,886 190,465 192,925

1,107,480 1,180,899 1,879,083 1,442,776

Trade and other payables are of short maturity periods and hence the directors of Pan China Land consider the carrying amounts of trade and other payables approximate their fair values.

30. AMOUNT(S) DUE TO HOLDING COMPANIES/JOINTLY CONTROLLED ENTITIES/ A RELATED COMPANY/A FELLOW SUBSIDIARY/A MINORITY SHAREHOLDER

The amount due to a fellow subsidiary is interest-bearing at interest of 5.86% - 8.47% and 5.86% - 8.97% as at 31 December, 2008 and 2009, respectively.

The amount(s) due to holding companies/jointly controlled entities/a related company/a minority shareholder are unsecured, interest-free and repayable on demand. The directors of Pan China Land consider that the carrying amounts of the balances approximate their fair values.

III-67 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

31. PROVISION — THE PAN CHNINA LAND GROUP

Provision for claim Guarantee Total RMB’000 RMB’000 RMB’000

Carrying amount at 1 January, 2007 — — — Recognised on acquisition of a subsidiary 15,655 58,668 74,323 Provision utilised (15,655) — (15,655) Additional provision — 1,949 1,949 Carrying amount at 31 December, 2007 and 1 January, 2008 — 60,617 60,617 Reversal of unutilised provision — (60,617) (60,617) Carrying amount at 31 December, 2008 and 2009 and 30 June, 2010 — — —

Provisions recognised during the year ended 31 December, 2007 arise from the deemed acquisition of 廣州光大花園房地產開發有限公司 (Guangzhou Everbright Gardens Real Estate Development Co., Ltd.) (“Guangzhou EB Gardens”) as mentioned in note 37(a).

Pursuant to a court order issued in the PRC during 2007, Guangzhou EB Gardens is liable to the claim from one of the creditors of a former shareholder (the “Former Shareholder”) of Guangzhou EB Gardens and bank deposit of Guangzhou EB Gardens amounting to RMB15,600,000 had been frozen since 10 May, 2007. Accordingly, a provision for the claim amounting to RMB15,655,000 was made during the year. The bank deposit was sequestrated by the court near the end of the year ended 31 December, 2007 and thus the amount of provision made was utilised.

In prior years, Guangzhou EB Gardens issued guarantee with maximum amount of RMB50 million in favour of the Former Shareholder as security for loans granted by a bank in the PRC to the Former Shareholder. Since the Former Shareholder could not repay the loans, the bank has claimed Guangzhou EB Gardens for repayment on behalf of the Former Shareholder. Pursuant to the court order issued by the PRC government, Guangzhou EB Gardens is liable to the claim and certain investment properties, property, plant and equipment and inventories of properties with carrying value of RMB61,000,000, RMB4,493,000 and RMB72,504,000, respectively, as at 31 December, 2007 were impounded by the court. Accordingly, provision for the maximum amount of the guarantee together with the subsequent interest accrual up to 31 December, 2007 of RMB60,617,000 is made by the Pan China Land Group. Pursuant to the subsequent court order issued by the PRC government on 17 June, 2008, settlement agreement has been made between the Former Shareholder and the bank and, based on the request from the bank, legal proceeding against Guangzhou EB Gardens was withdrawn and the impounded properties were released. Accordingly, the directors of Pan China Land consider that there is no financial impact arising from the guarantee issued by Guangzhou EB Gardens and full amount of the provision made in respect of this guarantee of RMB60,617,000 was reversed during the year ended 31 December, 2008.

III-68 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

32. BANK BORROWINGS — THE PAN CHINA LAND GROUP

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Secured bank borrowings 1,401,000 1,350,000 1,335,000 735,000 Unsecured bank borrowings — — — 700,000

Total bank borrowings 1,401,000 1,350,000 1,335,000 1,435,000

The maturity of bank borrowings is as follows:

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Due within one year 867,000 635,000 467,000 647,000 Due more than one year, but not exceeding two years 534,000 347,000 668,000 588,000 Due more than two years, but not exceeding five years — 333,000 165,000 165,000 Due more than five years — 35,000 35,000 35,000 1,401,000 1,350,000 1,335,000 1,435,000 Less: Amounts due within one year included in current liabilities (867,000) (635,000) (467,000) (647,000) Amounts due after one year included in non-current liabilities 534,000 715,000 868,000 788,000

The carrying amounts of the bank borrowings are denominated in RMB as at 31 December, 2007, 2008 and 2009 and 30 June, 2010. Among the bank borrowings as at 31 December, 2007, RMB867,000,000 was arranged at fixed annual interest rates of 6.68% — 8.02%. The remaining balance of the bank borrowings of RMB534,000,000, RMB1,350,000,000, RMB1,335,000,000 and RMB1,435,000,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010 respectively were arranged at floating annual interest rates of 5.76% — 9.17%, 5.94% — 7.72%, 5.18% — 6.53% and 5.18% — 6.53%, respectively.

In the opinion of the directors of Pan China Land, the carrying amounts of the Pan China Land Group’s current and non-current bank borrowings approximate their fair values. The fair values of the non-current borrowings are calculated by discounting their expected future cash flows at market rate.

III-69 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

33. SHARE CAPITAL

Six months Year ended 31 December ended 30 June 2007 2008 2009 2010 Number Number Number Number Notes of shares Amount of shares Amount of shares Amount of shares Amount ’000 HK$’000 ’000 HK$’000 ’000 HK$’000 ’000 HK$’000

Ordinary shares of HK$0.10 each Authorised: On the date of incorporation and end of year/period (a) 2,000 200 2,000 200 2,000 200 2,000 200

Issued and fully paid: Balance at beginning of year/period — — 2,000 200 2,000 200 2,000 200 Allotted and issued (a) 1,000 — — ————— Upon the Reorganisation (b) 1,000 200 — —————

Balance at end of year/period 2,000 200 2,000 200 2,000 200 2,000 200

The issued and fully paid share capital is equivalent to approximately RMB193,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010.

The movements in share capital were as follows:

(a) At the date of incorporation, the authorised share capital of Pan China Land was HK$200,000 divided into 2,000,000 ordinary shares of HK$0.10 each. On 31 May, 2007, 1,000,000 ordinary shares of HK$0.10 each were allotted and issued to Jodrell and Assure Win nil paid.

(b) Pursuant to a share purchase agreement entered between Pan China Land, Jodrell and Assure Win on 19 November, 2007, Pan China Land allotted and issued an aggregate 1,000,000 ordinary shares of HK$0.10 each to Jodrell and Assure Win and credited as fully-paid the existing 1,000,000 ordinary shares of HK$0.10 each upon the Reorganisation.

The share capital as at 1 January, 2007 represented the registered capital of COGOG PRC.

III-70 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

34. RESERVES

THE PAN CHINA LAND GROUP

Details of the movements in the Pan China Land Group’s reserves are set out in the consolidated statements of changes in equity on pages III-10 to III-12. The nature and purpose of reserves are as follows:

Merger reserve

The merger reserve of the Pan China Land Group represents the difference between the registered capital of COGOG PRC and the nominal value of the share capital of Pan China Land issued in pursuant to the Reorganisation.

Share-based payment reserve

Share-based payment reserve has been set up in accordance with the accounting policy set out in note 4.27. Further details of the Pan China Land Group’s share-based payments are set out in note 36.

Translation reserve

Translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations in accordance with the accounting policy adopted in note 4.25.

Assets revaluation reserve

Assets revaluation reserve has been set up in accordance with the accounting policies set out in notes 4.2(b) and 4.8.

Statutory reserves

In accordance with the relevant PRC rules and regulations, certain subsidiaries of Pan China Land are required to appropriate certain % of their profits after tax to the respective statutory reserves. Subject to the restrictions as set out in the relevant PRC regulations, these statutory reserves may be used to make good previous years’ losses, if any, or to increase the paid-up capital of the respective subsidiaries, and may be used for capital expenditure on staff welfare facilities, as appropriate.

III-71 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

PAN CHINA LAND

Details of the movements on Pan China Land’s other reserves are as follows:

Contributed Accumulated surplus losses Total RMB’000 RMB’000 RMB’000

At 31 May, 2007 (Date of incorporation) — — — Issue of shares pursuant to Reorganisation 170,627 — 170,627

Transactions with owners 170,627 — 170,627 Loss for the period — (13,241) (13,241) Other comprehensive income — — —

Total comprehensive loss for the period — (13,241) (13,241)

At 31 December, 2007 and 1 January, 2008 170,627 (13,241) 157,386

Loss for the year — (860) (860) Other comprehensive income — — —

Total comprehensive loss for the year — (860) (860)

At 31 December, 2008 and 1 January, 2009 170,627 (14,101) 156,526

Loss for the year — (21,472) (21,472) Other comprehensive income — — —

Total comprehensive loss for the year — (21,472) (21,472)

At 31 December, 2009 170,627 (35,573) 135,054

At 1 January, 2009 170,627 (14,101) 156,526

Loss for the period — (15,659) (15,659) Other comprehensive income for the period — — —

Total comprehensive income for the period — (15,659) (15,659)

At 30 June, 2009 170,627 (29,760) 140,867

At 1 January, 2010 170,627 (35,573) 135,054

Loss for the period Other comprehensive loss for the period — (356) (356)

Total comprehensive loss for the period — (356) (356)

At 30 June, 2010 170,627 (35,929) 134,698

Note: The contributed surplus of Pan China Land represented the difference between the net asset value of the subsidiary acquired and the nominal value of the share capital of Pan China Land issued in exchange thereof pursuant to the Reorganisation.

III-72 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

35. DEFERRED TAX LIABILITIES — THE PAN CHINA LAND GROUP

The movement of deferred tax liabilities of the Relevant Periods is as follows:

Revaluation Inventories of of properties properties Tax losses Total RMB’000 RMB’000 RMB’000 RMB’000

Carrying amount at 1 January, 2007 — — (7,692) (7,692) Additions through acquisition of subsidiaries — 405,429 — 405,429 Deferred tax credited to the consolidated income statement 7,018 (27,629) 5,225 (15,386) Transferred to asset classified as held for sale — — 2,467 2,467

Carrying amount at 31 December, 2007 and 1 January, 2008 7,018 377,800 — 384,818 Deferred tax credited to the consolidated income statement 3,707 (105,019) — (101,312)

Carrying amount at 31 December, 2008 and 1 January, 2009 10,725 272,781 — 283,506 Deferred tax charged to the consolidated income statement 138,822 (92,720) — 46,102

Carrying amount at 31 December, 2009 and 1 January, 2010 149,547 180,061 — 329,608 Deferred tax credited to the consolidated income statement 887 (22,872) — (21,985)

Carrying amount at 30 June, 2010 150,434 157,189 — 307,623

The Pan China Land Group has not recognised deferred tax assets in respect of cumulative tax losses of RMB32,323,000, RMB57,755,000, RMB61,740,000 and RMB77,718,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, respectively, as it is not probable that future taxable profits against which losses can be utilised will be available in the relevant tax jurisdiction and entity. The tax losses will expire within 5 years.

Deferred tax liabilities of approximately RMB44,736,000, RMB45,699,000 and RMB54,467,000 have not been established for the withholding and other taxation that would be payable on the unremitted earnings of certain PRC subsidiaries for the year end 31 December, 2008 and 2009 and the

III-73 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP six months ended 30 June, 2010 respectively, as in the opinion of the directors of Pan China Land, it is not probable that these subsidiaries will distribute such earnings in the foreseeable future. Such unremitted earnings amounted to approximately RMB515,352,000, RMB554,672,000 and RMB687,304,000 as at 31 December, 2008 and 2009 and 30 June, 2010 respectively.

36. SHARE OPTION SCHEME AND SHARE-BASED PAYMENTS - THE PAN CHINA LAND GROUP

(a) Share Option Scheme of the Pan China Land Group

On 29 November, 2007, Jodrell and Assure Win transferred 81,200 and 34,800 ordinary shares of Pan China Land, respectively, to Terborley Limited (“Terborley”). In consideration of the transfers, Terborley has allotted and issued such number of shares to Jodrell and Assure Win so that immediately after the transfers, Terborley is held as to 70% by Jodrell and 30% by Assure Win. Pan China Land remains a 70% owned subsidiary of Jodrell after the transfer.

On 29 November, 2007, Terborley entered into certain option deeds (the “Option Deeds”) with an aggregate of 49 individuals (the “Grantees”) as an incentive to them for their continuing contribution to the Pan China Land Group. Pursuant to the Option Deeds, Terborley has granted to the Grantees certain options to acquire from Terborley an aggregate of 116,000 ordinary shares (the “Option Shares”) of Pan China Land at the exercise price specified in the Option Deeds. The options will vest on the date on which the shares of Pan China Land are listed on the Stock Exchange (the “Listing Date”) and are exercisable for a period of 10 years from the Listing Date (the “Option Period”).

Details of the Grantees and their entitlement to the Option Shares are as follows:

Approximate Number of Option percentage of the Shares to which the total number of Grantees are entitled Option Shares

Grantee(s) Mr. Billy K Yung 20,000 17.2% Mr. Eddie Hurip 800 0.7% Senior staff and other employees of the Pan China Land Group (Note) 95,200 82.1%

116,000 100%

Note: An aggregate of 5,200 Option Shares are held on trust by Mr. Billy K Yung and Mr. Eddie Hurip.

III-74 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Terborley will receive an aggregate amount of HK$69,600,000 if all the options are exercised based on the initial exercise price of HK$600 per share. A consideration of HK$1 is payable by the Grantee on acceptance of the offer of the grant of an option.

The Grantees may exercise the options in whole or in part by giving exercise notice to Terborley at any time during the Option Period provided that the Grantees shall exercise the options to acquire the Option Shares in accordance with the following vesting schedule:

Maximum percentage of Option Shares comprised in an Vesting schedule option which may be exercised

On or after the Listing Date 20% Six months after the Listing Date 40% Twelve months after the Listing Date 60% Eighteen months after the Listing Date 80% Twenty-four months after the Listing Date 100%

The fair value of the options granted on the grant date, determined by an independent valuer using the Binomial Model, was RMB195 million, of which the Pan China Land Group recognised RMB6,572,000, RMB46,724,000, RMB127,697,000, RMB24,599,000 (unaudited) and RMB14,384,000 as share option expense in the consolidated income statement for the years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2009 and 2010 respectively. The corresponding capital contribution from Terborley has been credited to the share-based payment reserve.

No new option was granted and no option has been exercised, cancelled or lapsed during the period between the grant date to 31 December, 2009. As at 31 December, 2007, 2008 and 2009, no option is exercisable by the Grantees. The weighted average exercise price of the options as at 31 December, 2007, 2008 and 2009 is HK$600, and the weighted average remaining contractual life is 9 years after the Listing Date.

As at 10 February, 2010, in accordance with certain clauses in the Option Deeds, due to the completion of the subscription agreement entered between COGOG Holding, China Overseas Land & Investment Limited and Mr. Billy K Yung, dated 9 September, 2009, all options are vested and become exercisable. On 10 February, 2010 and 5 March, 2010, COGOG Holding has reached agreements with the Grantees on the settlement of the said options as follows:

(i) 56,000 options be cancelled and the consideration for such cancellations will be satisfied by way of issuing 22,213,333 new shares of COGOG Holding to the respective Grantees at a subscription price of approximately HK$1.51 per share.

(ii) 60,000 options be cancelled and the consideration for such cancellations will be satisfied by way of issuing 23,800,000 new shares of COGOG Holding to the respective grantees at nil cash consideration.

III-75 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The cancellation of the 116,000 options was approved by the shareholders of COGOG Holding in an extraordinary general meeting held on 26 May, 2010. There was no incremental fair value in relation to the said cancellation.

(b) Share-based payments of Huashiboli

On 9 February, 2010, COGOG Holding, on behalf of Pan China Land, entered into a compensation arrangement with certain management personnel of the Pan China Land Group (the “EB Management”) through a proposed cooperation with the EB Management in respect of a property development project in the PRC which is conducted by Huashiboli. Under the proposed cooperation, the EB Management would obtain 10% of registered capital of Huashiboli (the “Huashiboli Capital”) at a consideration of RMB6 million and the effective interest in Huashiboli held by the Pan China Land Group would be reduced from 90% to 80%. The compensation is accounted for as a share-based payment. The fair value of the Huashiboli Capital on the grant date, as determined by an independent valuer, based on “asset value approach”, was approximately RMB50 million. The “asset value approach” transfers the fair value of Huashiboli’s net assets into the fair value of Huashiboli Capital by referring to the relationship of prices of comparable companies’ stocks traded on the open market and their respective net asset values. The following principal assumptions were used in the valuation:

Price-to-Net Asset Value 1.1507 Ratio

Liquidity discount 20%

The fair value of the Huashiboli Capital was recognised as staff cost in profit or loss for the period with the corresponding amount being recognised in the share-based payment reserve. No liabilities were recognised for this equity-settled share-based payment transaction.

37. ACQUISITION OF SUBSIDIARIES — THE PAN CHINA LAND GROUP

(a) Additional interest in Guangzhou EB Gardens and its subsidiary/jointly-controlled entity

During the year ended 31 December, 2007, 廣東萬家樂電纜有限公司 (Guangdong Macro Cable Co., Ltd.), a fellow subsidiary of Pan China Land, transferred its 8% interest in Guangzhou EB Gardens, a former jointly controlled entity of the Pan China Land Group, to COGOG PRC, at a consideration of RMB17,334,000. Upon completion of the transfer on 27 June, 2007, the Pan China Land Group’s interest in Guangzhou EB Gardens increased from 50% to 58%. On the same date, the shareholders of Guangzhou EB Gardens approved for the reduction of the number of directors from five to three, two of whom were appointed by the Pan China Land Group and the remaining one was appointed by the minority shareholder. As a result of the change in the composition of the board of directors on 27 June, 2007, Guangzhou EB Gardens and its subsidiary became subsidiaries of the Pan China Land Group (the “Deemed Acquisition”). Guangzhou EB Gardens is principally engaged in property development in the PRC.

III-76 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The fair values of the identifiable assets and liabilities of Guangzhou EB Gardens and its subsidiaries as at the date of the Deemed Acquisition and the corresponding carrying amounts immediately before the Deemed Acquisition are as follows:

Carrying amount on Fair value on the date of the date of Deemed Fair value Deemed Acquisition adjustments Acquisition RMB’000 RMB’000 RMB’000

Property, plant and equipment 3,031 — 3,031 Investment properties 31,900 — 31,900 Interests in jointly controlled entities 9,088 — 9,088 Inventories of properties 1,358,730 557,078 1,915,808 Trade and other receivables, prepayments and deposits 155,148 — 155,148 Amounts due from shareholders 24,788 — 24,788 Amounts due from jointly controlled entities 12,859 — 12,859 Amounts due from related companies 490,719 — 490,719 Restricted bank deposit 184,684 — 184,684 Bank balances and cash 7,635 — 7,635 Trade and other payables (766,887) — (766,887) Sales deposits received (1,381,525) — (1,381,525) Provision (74,323) — (74,323) Taxation liabilities (49) — (49) Bank borrowings (79,000) — (79,000) Deferred tax liabilities (17,909) (167,835) (185,744)

(41,111) 389,243 348,132

Following the change in the composition of the board of directors of Guangzhou EB Gardens, 廣西光大旅遊投資有限公司 (Guangxi Guang Da Travel Investment Company Limited) (“Guangxi EB”), a jointly-controlled entity of Guangzhou EB Gardens, also became a subsidiary of the Pan China Land Group on the same date.

Further information about the acquisition of 8% interest in Guangzhou EB Gardens is as follows:

RMB’000

Net assets acquired 27,850 Excess of the Pan China Land Group’s share of the net fair value over the consideration (10,516)

Total cost of investment — satisfied by cash 17,334

III-77 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The excess of the carrying values of the underlying assets and liabilities attributable to the additional interests in Guangzhou EB Gardens over the consideration paid of RMB10,516,000 is credited to the consolidated income statement.

The fair values of the identifiable assets and liabilities of Guangxi EB and its subsidiaries as at the date of the Deemed Acquisition and the corresponding carrying amounts immediately before the Deemed Acquisition are as follows:

Carrying amount on the Fair value on date of the date of Deemed Fair value Deemed Acquisition adjustments Acquisition RMB’000 RMB’000 RMB’000

Property, plant and equipment 635 — 635 Inventories of properties 27,932 22,544 50,476 Trade and other receivables, prepayments and deposits 2,532 — 2,532 Amounts due from minority shareholders 3,700 — 3,700 Bank balances and cash 7,276 — 7,276 Trade and other payables (661) — (661) Amounts due to shareholders (13,059) — (13,059) Amount due to a holding company (4,206) — (4,206) Deferred tax liabilities — (5,636) (5,636)

24,149 16,908 41,057

Notes:

(i) The Deemed Acquisition has resulted in inflow of cash and cash equivalents of RMB14,911,000.

(ii) Among the net amount of fair value adjustments to the identifiable assets and liabilities of Guangzhou EB Gardens on the date of Deemed Acquisition, RMB194,621,000 solely relates to the interest held by the Pan China Land Group prior to the Deemed Acquisition and accordingly, the entire amount is treated as a revaluation which is dealt with in the assets revaluation reserve in equity.

(iii) Among the net amount of fair value adjustments to the identifiable assets and liabilities of Guangxi EB on the date of Deemed Acquisition, RMB8,664,000 solely relates to the interest held by the Pan China Land Group prior to the Deemed Acquisition and accordingly, the entire amount is treated as a revaluation which is dealt with in the assets revaluation reserve in the equity.

After the Deemed Acquisition, Guangzhou EB Gardens, Guangxi EB and its subsidiaries contributed RMB983,843,000 to the Pan China Land Group’s turnover and RMB194,841,000 to the consolidated profit for the year ended 31 December, 2007. Had the Deemed Acquisition been taken place on 1 January, 2007, the revenue and the profit of the Pan China Land Group in 2007 would have been RMB2,107,725,000 and RMB321,577,000 respectively.

III-78 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

On 15 November, 2007, 北京中海宏洋地產有限公司 (Beijing China Overseas Grand Oceans Real Estate Co., Ltd.) (formerly 北京光大房地產開發有限公司 (Beijing Everbright Real Estate Development Limited)) (“Beijing COGO”), a wholly owned subsidiary of the Pan China Land Group, entered into an equity transfer agreement with 深圳市光大策略投資有限公司 (Shenzhen Everbright Strategic Investment Company Limited) (“Shenzhen EB Strategic”), pursuant to which Beijing COGO agreed to acquire and Shenzhen EB Strategic agreed to dispose of 42% equity interest in Guangzhou EB Gardens for a cash consideration of RMB58,657,000. Upon the completion of the acquisition of this further 42% interest in Guangzhou EB Gardens (the “MI Acquisition”), Guangzhou EB Gardens has become a wholly owned subsidiary of the Pan China Land Group.

Further information about the MI Acquisition is as follows:

RMB’000

Net assets acquired 168,201 Excess of the Pan China Land Group’s share of the net fair value over the consideration (104,794)

Total cost of investment# — satisfied by cash 63,407

# including professional fee incidental to the MI Acquisition.

The excess of the carrying values of the underlying assets and liabilities attributable to the additional interests in Guangzhou EB Gardens over the consideration paid of RMB104,794,000 is credited to the consolidated income statement.

Among the total cost of investment of RMB63,407,000, RMB58,657,000 remain unpaid as at 31 December 2007 and is included in “consideration payable on acquisition of subsidiaries” on the face of the consolidated statement of financial position.

(b) Acquisition of Huashiboli

On 21 May, 2007, Beijing COGO entered into an agreement with 北京世紀隆興投資有限公司 (Beijing Century Longxing Investment Limited) and 北京世紀恒信投資諮詢有限公司 (Beijing Century Hengxin Consulting Limited), independent third parties. Pursuant to the agreement, Beijing COGO agreed to acquire 90% of the registered capital of Huashiboli at a total consideration of RMB630 million which is to be satisfied by way of cash (the “Huashiboli Acquisition”). Huashiboli is principally engaged in property development in the PRC.

III-79 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The fair values of the identifiable assets and liabilities of Huashiboli as at the date of the Huashiboli Acquisition on 31 May, 2007 and the corresponding carrying amounts immediately before the Huashiboli Acquisition are as follows:

Carrying amount on Fair value on the date of Fair value the date of acquisition adjustments acquisition RMB’000 RMB’000 RMB’000

Property, plant and equipment 460 — 460 Inventories of properties 242,968 522,746 765,714 Trade and other receivables, prepayments and deposits 41,841 — 41,841 Bank balances and cash 10,029 — 10,029 Trade and other payables (16,694) — (16,694) Amounts due to minority shareholders (500) — (500) Non-controlling interests (4,398) (39,206) (43,604) Deferred tax liabilities — (130,687) (130,687)

Assets and liabilities acquired 273,706 352,853 626,559

Goodwill on Huashiboli Acquisition (note 18) 3,441

Total consideration 630,000

An analysis of the net cash outflow arising on the Huashiboli Acquisition is as follows:

RMB’000

Cash consideration paid (note (i)) 416,653 Bank balances and cash acquired (10,029)

Net outflow of cash and cash equivalents in respect of the Huashiboli Acquisition 406,624

Notes:

(i) Cash consideration amounting to RMB213,347,000, RMB185,287,000, RMB65,230,000 and RMB55,781,000 as at 31 December, 2007, 2008 and 2009 and 30 June, 2010, respectively, remained unpaid and are included in “Consideration payable on acquisition of subsidiaries” on the face of the consolidated statement of financial position at the respective dates.

III-80 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

(ii) The goodwill arising from the Huashiboli Acquisition is attributable to the anticipated profitability of the property development market in the PRC and the expected continuing growth of the economy of the PRC.

(iii) Being in its early stage of development, Huashiboli did not generate material revenue and net results for the year ended 31 December, 2007. It follows that Huashiboli did not have significant contribution to the Pan China Land Group’s revenue and profit for the period between the date of the Huashiboli Acquisition and 31 December, 2007 or for the year ended 31 December, 2007 had the Huashiboli Acquisition been taken place on 1 January, 2007.

On 9 November, 2007, Beijing COGO entered into certain agreements to acquire the remaining 54.10% equity interests in Beijing Zhong Shun and, as part of the transaction, to dispose of its 51% equity interests in 北京金華星置業有限公司 (Beijing Jin Hua Xing Properties Company Limited) (“Jin Hua Xing”) which, as the date of the transaction, held 70% interest in the registered capital of Beijing Zhong Shun (the “Zhong Shun Acquisition”). Before the Zhong Sun Acquisition, Beijing COGO held 35.7% effective interest in Beijing Zhong Shun. After the Zhong Shun Acquisition, the Pan China Land Group becomes the sole equity holder of Beijing Zhong Shun and does not have any interest in Jin Hua Xing. The aggregate consideration of the Zhong Shun Acquisition is approximately RMB338 million.

The fair values of the identifiable assets and liabilities of Beijing Zhong Shun as at the date of Zhong Shun Acquisition i.e. 9 November, 2007 and the corresponding carrying amounts immediately before the Zhong Shun Acquisition are as follows:

Carrying amount on Fair value on the date of Fair value the date of acquisition adjustments acquisition RMB’000 RMB’000 RMB’000

Property, plant and equipment 82 — 82 Inventories of properties 845,235 272,479 1,117,714 Trade and other receivables, prepayments and deposits 804 — 804 Bank balances and cash 184,871 — 184,871 Trade and other payables (630,806) — (630,806) Amounts due to minority shareholders (28,799) — (28,799) Bank borrowings (300,000) — (300,000) Deferred tax assets/(liabilities) 12,307 (95,669) (83,362)

Assets and liabilities acquired 83,694 176,810 260,504

III-81 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

An analysis of the net cash outflow arising on the Zhong Shun Acquisition is as follows:

RMB’000

Cash consideration paid 337,620 Bank balances and cash acquired (184,871)

Net outflow of cash and cash equivalents in respect of the Zhong Shun Acquisition 152,749

Notes:

(i) The goodwill arising from the Zhong Shun Acquisition is attributable to the anticipated profitability of the property development market in the PRC and the expected continuing growth of the economy of the PRC.

(ii) Since Beijing Zhong Shun is still in its development stage thus generating no material revenue and net results for the year ended 31 December, 2007, it did not have significant contribution to the Pan China Land Group’s revenue and profit for the period between the date of the Zhong Shun Acquisition and 31 December, 2007, or for the year ended 31 December, 2007 had the Zhong Shun Acquisition been taken place on 1 January, 2007.

(iii) The fair value adjustment on the Zhong Shun Acquisition relating to interests previously held by Beijing COGO as a jointly controlled entity amounting to RMB44,483,000 is treated as a revaluation which is dealt with in the asset revaluation reserve in the equity.

(d) Acquisition of SLP (China) Pte. Ltd. and its subsidiary

On 13 November, 2007, Sharp China Limited, a subsidiary of the Pan China Land Group, entered into an agreement with Sim Lian Properties Pte Ltd and Kuik Chim Mui to acquire SLP (China) Pte. Ltd. Pursuant to the agreement, Sharp China Limited agreed to acquire 80% of the share capital of SLP (China) Pte. Ltd at a total consideration of Singapore $260,000 (equivalent to approximately RMB1,632,000) which is to be satisfied by way of cash (the “SLP Acquisition”). SLP (China) Pte. Ltd is principally engaged in property development in the PRC.

III-82 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The carrying amounts of the identifiable assets and liabilities of SLP (China) Pte. Ltd. and its subsidiary immediately before the SLP Acquisition approximate their respective fair values as at the date of SLP Acquisition on 20 November, 2007 which are as follows:

Carrying amount/ Fair value on the date of acquisition RMB’000

Property, plant and equipment 176 Inventories of properties 4,551 Trade and other receivables, prepayment and deposits 6 Bank balances and cash 29,084 Trade and other payables (1,280) Amount due to shareholders (32,936)

Assets and liabilities acquired (399) Goodwill on SLP Acquisition (note 18) 2,031

Total consideration 1,632

An analysis of the net cash outflow arising on the SLP Acquisition is as follows:

RMB’000

Cash consideration paid 1,632 Bank balances and cash acquired (29,084)

Net inflow of cash and cash equivalents in respect of the SLP Acquisition (27,452)

Notes:

(i) The goodwill arising from the SLP Acquisition is attributable to the anticipated profitability of the property development market in the PRC and the expected continuing growth of the economy of the PRC.

(ii) Being in its early stage of development, SLP (China) Pte. Ltd. and its subsidiary generated no material revenue and net results for the year ended 31 December, 2007 and did not therefore have significant contribution to the Pan China Land Group’s revenue and profit for the period between the date of the SLP Acquisition and 31 December, 2007, or for the year ended 31 December, 2007 had the SLP Acquisition been taken place on 1 January, 2007.

III-83 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

38. GAIN ON DISPOSAL OF SUBSIDIARIES/A JOINTLY CONTROLLED ENTITY — THE PAN CHINA LAND GROUP

(a) Disposal of Anhui Bohong

As mentioned in note 28, the Pan China Land Group disposed of its interest in Anhui Bohong at a cash consideration of RMB121 million. The disposal was completed during the year ended 31 December, 2008 and a gain on disposal of the subsidiary of RMB57,558,000 is recorded for that year.

RMB’000

Net assets disposed of: Property, plant and equipment 98 Deferred tax assets 2,467 Inventories of properties 104,917 Trade and other receivables, prepayment and deposits 15,119 Cash and cash equivalents 18,038 Trade and other payables (51,747) Sales deposits received (3,984) Bank borrowings (10,000) Taxation liabilities (11,466)

63,442 Gain on disposal of a subsidiary 57,558

Total consideration — satisfied by cash 121,000

An analysis of the net inflow of cash and cash equivalents in respect of the disposal of Anhui Bohong is as follows:

RMB’000

Cash consideration received during the year ended 31 December, 2008# 85,000 Cash and bank balances disposed of (18,038)

Net inflow of cash and cash equivalents in respect of the disposal 66,962

# Part of the consideration of RMB36 million was received during the year ended 31 December, 2007 which was included in trade and other payables as at 31 December, 2007.

III-84 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

(b) Disposal of北京寅豐房地產開發有限責任公司 (Beijing Yinfeng Real Estate Development Company Limited ) (“Beijing Yinfeng”)

In April, 2009, the Pan China Land Group disposed of its interest in 67% registered capital of a subsidiary, Beijing Yinfeng, to the minority shareholder of Beijing Yinfeng, at a cash consideration of RMB46.5 million. The transaction was completed in April, 2009 and a gain on disposal of the subsidiary of approximately RMB15,237,000 is recorded in that year.

RMB’000

Net assets disposed of: Property, plant and equipment 95 Other inventories 26 Trade and other receivables, prepayments and deposits 135,702 Cash and cash equivalents 85 Trade and other payables (104,645)

31,263 Gain on disposal of a subsidiary 15,237

Total consideration — satisfied by cash 46,500

An analysis of the net inflow of cash and cash equivalents in respect of the disposal of Beijing Yinfeng is as follows:

RMB’000

Cash consideration received 46,500 Cash and bank balances disposed of (85)

Net inflow of cash and cash equivalents in respect of the disposal 46,415

In year 2008, the Pan China Land Group disposed of its 50% equity interest in a jointly controlled entity, Guangzhou Huan Bo, to another joint venture partner of Guangzhou Huan Bo at a cash consideration of RMB469 million. Deposit of RMB444 million was received by the Pan China Land Group from the joint venture partner in year 2007 and the remaining amount of the consideration of RMB25 million was received in the year 2008. The transaction was completed during year 2008 and a gain on disposal of the jointly controlled entity of RMB469 million is recorded in the year 2008. The gain on the disposal net of tax is RMB358 million.

III-85 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

39. RETIREMENT BENEFITS SCHEMES — THE PAN CHINA LAND GROUP

The employees of the subsidiaries of the Pan China Land Group which operate in the PRC are required to participate in a central pension scheme operated by the local municipal governments. These PRC subsidiaries are required to contribute 8% to 10% of their payroll costs to the central pension scheme. The contributions are charged to the income statement as they become payable in accordance with the rules of the central pension scheme.

The total expenses recognised in the consolidated income statement of RMB1,348,000, RMB941,000, RMB1,392,000, RMB684,000 (unaudited) and RMB1,097,000, respectively, represent contributions paid/payable to these schemes by the Pan China Land Group for the years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2009 and 2010.

40. PLEDGE OF ASSETS — THE PAN CHINA LAND GROUP

The carrying amount of the assets pledged by the Pan China Land Group to secure general banking and other loan facilities granted to the Pan China Land Group are analysed as follows:

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Leasehold building in property, plant and equipment 21,643 20,951 20,259 19,914 Investment properties — — 438,245 433,386 Inventories of properties 2,098,546 3,092,850 1,263,854 1,292,518

2,120,189 3,113,801 1,722,358 1,745,818

III-86 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

41. OPERATING LEASE COMMITMENTS — THE PAN CHINA LAND GROUP

As lessee

The Pan China Land Group leases certain of its office properties and quarters under operating leases arrangement. Leases of these properties are negotiated for periods ranging from1—22years, 1 — 21 years, 1 — 20 years and1-19years, respectively, for the years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2010, and rentals are fixed over the contracted period. At the end of each reporting year/period, the Pan China Land Group had commitments for future minimum lease payments under non-cancellable operating leases in respect of rented premises payable as follows:

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Within one year 2,562 3,021 2,913 2,918 In the second to fifth year, inclusive 10,000 10,815 10,402 10,192 Over five years 41,875 39,375 36,875 35,625

54,437 53,211 50,190 48,735

As lessor

The Pan China Land Group leases its investment properties (note 15) under operating lease arrangements with leases negotiated for periods ranging from1—9years,1—19years,1—18years and1-17years, respectively, for the years ended 31 December, 2007, 2008 and 2009 and the six months ended 30 June, 2010. At each of the reporting year/period, the Pan China Land Group had contracted with tenants for the following future minimum lease payments receivable:

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Within one year 24,566 52,575 53,728 55,321 In the second to fifth year, inclusive 91,588 143,344 99,934 79,548 Over five years 62,962 57,157 37,004 31,067

179,116 253,076 190,666 165,936

III-87 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

42. OTHER COMMITMENTS — THE PAN CHINA LAND GROUP

As at the end of each reporting year/period, the Pan China Land Group had other significant commitments as follows:

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Contracted for but not provided for in the financial statements: Property development 1,636,513 3,004,975 2,255,546 2,122,628

43. GUARANTEES — THE PAN CHINA LAND GROUP

As at the end of each reporting year/period, the Pan China Land Group had issued the following significant guarantees:

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Guarantees given to: Bank for credit facilities granted to a jointly controlled entity 45,000 39,600 — — Bank for mortgage loans granted to purchasers of certain subsidiaries’ properties 950,111 1,060,817 809,735 1,390,820

995,111 1,100,417 809,735 1,390,820

In the opinion of the directors of Pan China Land, the financial impact arising from providing financial guarantees by the Pan China Land Group is insignificant and accordingly, they are not accounted for in the Financial Information and the 30 June, 2009 Corresponding Information.

III-88 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

44. RELATED PARTY TRANSACTIONS — THE PAN CHINA LAND GROUP

Transactions between the entities within the Pan China Land Group, have been eliminated on consolidation and are not disclosed in this note. In addition to transactions mentioned elsewhere in this report, details of transactions between the Pan China Land Group and other related parties are disclosed below:

Six months ended 30 Year ended 31 December, June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Interest expenses paid to a fellow subsidiary (note) — 48,444 44,734 26,929 3,541

Note : The transactions were made with reference to the terms negotiated between the two parties. The directors of Pan China Land are of the opinion that the above related party transactions were conducted on normal commercial terms and were priced with reference to prevailing market prices, and in the ordinary course of business.

Total staff costs include compensations to the key management personnel (including directors), the details of which are as follows:

Six months ended 30 Year ended 31 December, June, 2007 2008 2009 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Short-term employee benefits 3,510 6,900 7,008 2,484 4,281 Equity-settled share-based payments 4,340 30,854 84,324 16,244 9,498 Post-employment benefits 256 242 265 138 99

8,106 37,996 91,597 18,866 13,878

45. CAPITAL MANAGEMENT

The Pan China Land Group’s objectives when managing capital are to safeguard the Pan China Land Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital and to support the Pan China Land Group’s financial stability and growth.

III-89 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The Pan China Land Group monitors its capital structure on the basis of gearing ratio i.e. net debt to equity. Net debt includes borrowings less cash and cash equivalents. To maintain or adjust the capital structure, the Pan China Land Group may adjust the dividend payment to shareholders or issue new shares. The Pan China Land Group aims to maintain the gearing ratio at a reasonable level.

As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Debt 1,401,000 1,350,000 1,335,000 1,435,000 Less: cash and cash equivalents (360,163) (354,881) (263,691) (250,138)

Net debt 1,040,837 995,119 1,071,309 1,184,862

Capital represented by total equity 743,786 1,232,952 1,089,013 1,196,018

Gearing ratio 139.9% 80.7% 98.4% 99.1%

46. FINANCIAL INSTRUMENTS

46.1 Categories of financial instruments

THE PAN CHINA LAND GROUP As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Financial assets Loans and receivables# 955,438 807,267 545,481 660,916

Financial liabilities Financial liabilities at amortised cost ^ 4,213,214 4,039,326 4,165,036 3,503,595

III-90 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

PAN CHINA LAND As at As at 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Financial assets Loans and receivables# 372,433 374,196 347,864 347,802

Financial liabilities Financial liabilities at amortised cost^ 385,674 388,297 383,437 383,731

# including trade and other receivables, amounts due from jointly controlled entities, minority shareholders and other related parties, and cash at bank

^ including trade payables, other payables and accruals, amounts due to holding companies, jointly controlled entities, related companies, fellow subsidiaries, minority shareholders, and other related parties, consideration payable, bank borrowings and other liabilities

46.2 Financial results by financial instruments

THE PAN CHINA LAND GROUP Six months Year ended 31 December, ended 30 June 2007 2008 2010 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (unaudited)

Interest income or (expenses) on: Loans and receivables 6,897 6,912 4,460 2,124 2,218 Financial liabilities at amortised cost (51,035) (147,505) (130,881) (68,376) (36,219) (Impairment loss)/Reversal of impairment loss on loans and receivables (4,093) (45,186) (13,554) 1,403 —

III-91 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

46.3 Financial risk management objectives and policies

The Pan China Land Group’s activities expose it to a variety of financial risks which comprise market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk. The Pan China Land Group’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Pan China Land Group’s financial performance. The Pan China Land Group does not have written risk management policies. However, the directors and senior management of the Pan China Land Group meet regularly to identify and evaluate risks and to formulate strategies to manage financial risks.

(a) Market risk

Foreign currency risk

The Pan China Land Group does not have significant exposure to foreign currency risk, as transactions are predominately in RMB. Accordingly, the Pan China Land Group does not use derivative financial instruments to hedge its foreign currency risk.

Interest rate risk

Interest rate risk relates to the risk that the fair value or cash flows of a financial instrument will fluctuate because of changes in market interest rate. The Pan China Land Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Pan China Land Group’s interest rate risk mainly arises from bank borrowings. Bank borrowings arranged at variable rates and at fixed rates expose the Pan China Land Group to cash flow interest rate risk and fair value interest rate risk respectively. As at 31 December, 2007, 2008 and 2009 and 30 June 2010, approximately 38%, 100%, 100% and 100% of the bank borrowings bore interest at floating rates. The interest rate and repayment terms of the bank borrowings outstanding at the year/period end are disclosed in note 32.

The Pan China Land Group’s bank balances also expose it to cash flow interest rate risk due to the fluctuation of the prevailing market interest rate on the bank balances. The directors of Pan China Land consider the Pan China Land Group’s exposure of the bank deposits and bank borrowings to fair value interest rate risk is not significant as interest bearing bank deposits and borrowings at fixed rate are within short maturity periods in general.

The Pan China Land Group currently does not have an interest rate hedging policy. However, the management monitors interest rate exposure and will consider hedging significant interest rate exposure should the need arise.

III-92 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The following sensitivity demonstrates the Pan China Land Group’s exposure to a reasonably possible change in interest rates on its floating rate bank borrowings with all other variables held constant at the end of each reporting year/period (in practice, the actual trading results may differ from the sensitivity analysis below and the difference could be material):

THE PAN CHINA LAND GROUP Six months ended Year ended 31 December, 30 June, 2007 2008 2009 2010 RMB’000 RMB’000 RMB’000 RMB’000

Increase/(Decrease) in profit after tax and retained profits

Increase/Decrease in basis points (“bp”) +50 bp (454) (1,125) (881) (1,444) -10 bp (2007 and 2008: 100bp) 907 2,250 176 289

The changes in interest rates do not affect the Pan China Land Group’s other components of equity.

The above sensitivity analysis is prepared based on the assumption that the borrowing period of the loans outstanding at the end of each reporting period resembles that of the corresponding financial year/period.

(b) Credit risk

Credit risk refers to the risk that the counterparty to a financial instrument would fail to discharge its obligation under the terms of the financial instrument and cause a financial loss to the Pan China Land Group. The Pan China Land Group’s exposure to credit risk mainly arises from granting credit to customers in the ordinary course of its operations and from its investing activities. The Pan China Land Group’s and Pan China Land’s maximum exposure to credit risk in relation to each class of recognised financial assets (note 46.1) is the carrying amount of those assets as stated in the consolidated and Pan China Land’s statement of financial position. The Pan China Land Group is also exposed to credit risk arising from the provision of financial guarantees and the amounts of which are disclosed in note 43.

The Pan China Land Group limits its exposure to credit risk by rigorously selecting the counterparties. Credit risk on cash and cash equivalents (note 27) is mitigated as cash is deposited in banks of high credit rating. Credit risk on loans and receivables is minimised as the Pan China Land Group performs ongoing credit evaluation on the financial condition of its debtors and tightly monitors the ageing of the receivable balances. Follow up action is taken in case of overdue balances. In addition, management reviews the recoverable amount of the receivables individually or

III-93 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP collectively at each reporting date to ensure that adequate impairment losses are made for irrecoverable amounts. The credit and investment policies have been followed by the Pan China Land Group since prior years and are considered to have been effective in limiting the Pan China Land Group’s exposure to credit risk to a desirable level.

Liquidity risk relates to the risk that the Pan China Land Group will not be able to meet its obligations associated with its financial liabilities. The Pan China Land Group is exposed to liquidity risk in respect of settlement of trade and other payables and its financing obligations, and also in respect of its cash flow management. The Pan China Land Group’s objective is to maintain a prudent liquidity risk management which is to maintain sufficient cash and cash equivalents as well as to make available of fund through adequate amounts of committed credit facilities and the ability to close out market positions. The Pan China Land Group’s policy is to regularly monitor its liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient reserves of cash and adequate committed lines of funding from major financial institutions to meet its liquidity requirements in the short and longer term. The liquidity policies have been followed by the Pan China Land Group since prior years and are considered to have been effective in managing liquidity risk.

The table below analyses the remaining contractual maturities at each of the reporting date of the Pan China Land Group’s and Pan China Land’s financial liabilities which are based on contractual undiscounted cash flows and the earliest date the Pan China Land Group and Pan China Land may be required to pay:

THE PAN CHINA LAND GROUP Less than 1to2 2to5 Over 5 1 year years years years RMB’000 RMB’000 RMB’000 RMB’000

As at 31 December, 2007

Interest-bearing bank borrowings 930,044 562,202 — — Trade payables 1,107,480 — — — Other payables and accruals 605,875 — — — Other liabilities 1,098,769 — — —

3,742,168 562,202 — —

III-94 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

THE PAN CHINA LAND GROUP Less than 1to2 2to5 Over 5 1 year years years years RMB’000 RMB’000 RMB’000 RMB’000

As at 31 December, 2008

Interest-bearing bank borrowings 703,733 384,305 399,413 39,283 Trade payables 1,180,899 — — — Other payables and accruals 577,603 — — — Other liabilities 930,824 — — —

3,393,059 384,305 399,413 39,283

As at 31 December, 2009

Interest-bearing bank borrowings 539,985 703,223 179,934 36,715 Trade payables 1,879,083 — — — Other payables and accruals 130,040 — — — Other liabilities 820,913 — — —

3,370,021 703,223 179,934 36,715

As at 30 June, 2010

Interest-bearing bank borrowings 715,088 611,317 176,437 35,564 Trade payables 1,422,776 — — — Other payables and accruals 118,592 — — — Other liabilities 527,227 — — —

2,783,683 611,317 176,437 35,564

III-95 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

PAN CHINA LAND Less than 1 year RMB’000

As at 31 December, 2007

Other payables and accruals 5,449 Other liabilities 380,225

385,674

Less than 1 year RMB’000

As at 31 December, 2008

Other payables and accruals 998 Other liabilities 387,299

388,297

PAN CHINA LAND Less than 1 year RMB’000

As at 31 December, 2009

Other payables and accruals 1,149 Other liabilities 382,288

383,437

As at 30 June, 2010

Other payables and accruals 1,149 Other liabilities 382,582

383,731

III-96 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The contractual financial guarantees provided by the Pan China Land Group are disclosed in note 43. The directors of Pan China Land are of the opinion that, at each of the period end date, it is not probable for the counterparties to the financial guarantee contracts to claim the Pan China Land Group for any losses covered by the guarantee contracts. Accordingly, no provision for the Pan China Land Group’s obligations under the guarantees has been made. The contractual maturity of these financial guarantees is “on demand”.

The contractual financial guarantees are disclosed in note 43.

46.4 Fair value estimation

The carrying value less impairment provision of trade receivables and payables (including amounts from/to related companies/parties) is a reasonable approximation of its fair value. The fair value of interest bearing loans is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Pan China Land Group for similar financial instruments.

47. PARTICULARS OF SUBSIDIARIES

The particulars of the subsidiaries set out below are the same as at 31 December 2007, 2008 and 2009 and 30 June, 2010 unless otherwise stated.

Proportion of nominal value of Place/Country of Paid up issued/ issued/registered incorporation/ Class of registered share capital held by Principal Name of subsidiary operation shares held capital Pan China Land activities Directly Indirectly

Pandue Investments Limited British Virgin Islands Ordinary 100 shares of US$1 100% — Investment (note 1) each holding

中海宏洋地產集團有限公司 PRC^ Paid up capital RMB133,000,000 — 100% Investment (China Overseas Grand holding and Oceans Property Group property Co., Ltd.) (formerly 中國 development 光大房地產開發有限公司 (China Ever Bright Real Estate Development Limited)) (note 2)

Moonstar Development Hong Kong Ordinary 1 share of HK$1 — 100% Investment Limited holding

Sharp China Limited (note 1) British Virgin Islands Ordinary 1 share of US$1 — 100% Investment holding

SLP (China) Pte. Ltd (note 8) Singapore Ordinary 1,700,000 shares of — 80% Investment Singapore $1 each holding

III-97 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

北京中海宏洋地產有限公司 PRC# Paid up capital RMB28,000,000 — 100% Investment (Beijing China Overseas holding and Grand Oceans Real Estate property Co., Ltd.) development (formerly 北京光大房地產開發有限公司 (Beijing Everbright Real Estate Development Limited)) (note 2)

光大物業管理有限公司 PRC# Paid up capital RMB5,000,000 — 100% Property (Everbright Property management Management Limited) (note 2)

北京快樂城堡購物中心有限公 PRC# Paid up capital RMB10,000,000 — 100% Property 司 (Beijing Happy Castle investment Shopping Mall Co., Ltd.) (note 2)

北京中京藝苑房地產開發有限 PRC# Paid up capital RMB30,000,000 — 100% Property 責任公司 (Beijing Zhong development Jing Yi Yuan Real Estate Development Company Limited) (note 2)

北京華世柏利房地產開發有限 PRC# Paid up capital RMB60,000,000 — 80% Property 公司 (Beijing Huashiboli development Property Development Limited) (notes 2 and 9)

呼和浩特光大環城建設開發有 PRC# Paid up capital RMB120,000,000 — 80% Property 限公司 (Hohhot Guang Da development Huan Cheng Construction and Development Company Limited) (note 2)

III-98 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

呼和浩特市中海宏洋地產有限 PRC# Paid up capital RMB20,000,000 — 100% Investment 公司 (Hohhot China holding Overseas Grand Oceans Property Company Limited) (formerly 呼和浩特市景輝房地產開發有限責任公司 (Hohhot Jing Hui Real Estate Development Company Limited)) (note 3)

呼和浩特市榮城房地產開發有 PRC# Paid up capital RMB10,000,000 — 100% Property 限公司 (Hohhot Rong development Cheng Real Estate Development Property Company Limited) (note 3)

呼和浩特市榮凱房地產開發有 PRC# Paid up capital RMB10,000,000 — 100% Property 限公司 (Hohhot Rong Kai development Real Estate Development Company Limited) (note 4)

呼和浩特市榮恒房地產開發有 PRC# Paid up capital RMB10,000,000 — 100% Property 限公司 (Hohhot Rong development Heng Real Estate Development Company Limited) (note 4)

呼和浩特市榮輝房地產開發有 PRC# Paid up capital RMB10,000,000 — 100% Property 限公司 (Hohhot Rong Hui development Real Estate Development Company Limited) (note 4)

呼和浩特市光大錦綉城物業服 PRC# Paid up capital RMB800,000 — 100% Property 務有限公司 (Hohhot management Everbright Jinxiu City Building Service Limited) (note 5)

北京中海宏洋置業有限公司 PRC# Paid up capital RMB50,000,000 — 100% Property (Beijing China Overseas development Grand Oceans Property Limited) (formerly 北京光大置業有限責任公司 (Beijing Ever Bright Property Limited)) (note 2)

III-99 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

上海光大置業發展有限公司 PRC# Paid up capital RMB15,000,000 — 100% Property (Shanghai Ever Bright development Property Limited) (note 2)

合肥光大置業有限公司 PRC# Paid up capital RMB20,000,000 — 100% Investment (Hefei Everbright Property holding Limited) (note 2)

廣州中海橡園房地產開發有限 PRC# Paid up capital RMB10,000,000 — 100% Property 公司 (Guangzhou China development Overseas Xiangyuan Real Estate Development Co., Ltd.) (formerly 廣州光大置業有限公司 (Guangzhou Everbright Property Limited)) (note 2)

廣西光大旅遊投資有限公司 PRC# Paid up capital RMB30,000,000 — 94% Investment (Guangxi Guang Da Travel holding Investment Company Limited) (note 2)

桂林中海宏洋地產有限公司 PRC# Paid up capital RMB10,000,000 — 65.8% Property (Guilin China Overseas development Grand Oceans Property Limited) (formerly 廣西桂林光大生態家園開發建設有限公司 (Guangxi Guilin Guang Da Sheng Tai Jia Yuan Development Company Limited)) (note 2)

廣州光大花園房地產開發有限 PRC* Paid up capital RMB240,867,970 — 100% Property 公司 (Guangzhou development Everbright Gardens Real Estate Development Co., Ltd.) (note 2)

廣州光大花園物業管理有限公 PRC# Paid up capital RMB3,000,000 — 100% Property 司 (Guangzhou Everbright management Gardens Building Management Company Limited) (note 2)

III-100 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

北京中順超科房地產開發有限 PRC# Paid up capital RMB10,000,000 — 100% Property 公司 (Beijing Zhong Shun development Chao Ke Property Development Company Limited) (note 2)

深圳市建地投資有限公司 PRC# Paid up capital RMB10,000,000 — 100% Investment (Shenzhen Jiandi holding Investment Company Limited) (note 4)

深圳市建禹投資有限公司 PRC# Paid up capital RMB10,000,000 — 100% Investment (Shenzhen Jianyu holding Investment Company Limited) (note 4)

森聯南太湖(湖州)建設發展有 PRC^ Paid up capital US$4,499,955 — 80% Property 限公司 (Sim Lian South development Taihu (Huzhou) Construction Development Limited) (note 6)

惠州市光大置業有限公司 PRC# Paid up capital RMB10,000,000 — 100% Property (Huizhou Everbright development Property Company Limited) (note 5)

安徽博鴻房地產開發有限公司 PRC# Paid up capital RMB20,000,000 — 100% Property (Anhui Bohong Real Estate development Development Company Limited ) (note 7)

^ The companies are incorporated in the PRC as wholly-foreign-owned enterprises.

# The companies are incorporated in the PRC as limited liabilities companies.

* The company is incorporated in the PRC as sino-foreign equity joint venture.

Notes:

1. The financial statements of these companies have not been audited as there is no requirement to prepare audited financial statements under legislation of their respective jurisdiction of incorporation. Pandue Investments Limited and Sharp China Limited were newly set up during the year ended 31 December, 2007.

2. The statutory financial statements of these companies for the years ended 31 December, 2007 and 2008 were audited by 天華中興會計師事務所有限公司 (Tianhua Zhongxing Certified Public Accountants Co., Ltd.). 北京中興新世紀會計師事務所有限公司 (Beijing Zhongxing New Century Certified Public Accountants Co., Ltd.) were the auditors of these companies for the year ended 31 December, 2009.

III-101 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

3. The statutory financial statements of these companies for the year ended 31 December, 2007 were audited by 天華中興會計師事務所有限公司 (Tianhua Zhongxing Certified Public Accountants Co., Ltd.). 北京中興新世紀會計師事務所有限公司 (Beijing Zhongxing New Century Certified Public Accountants Co., Ltd.) were the auditors of these companies for the year ended 31 December, 2008 and 2009. 呼和浩特市中海宏洋地產有限公司 (Hohhot China Overseas Grand Oceans Property Company Limited) (formerly 呼和浩特市景輝房地產開發有限責任公司 (Hohhot Jing Hui Real Estate Development Company Limited)) and 呼和浩特市榮城房地產開發有限公司 (Hohhot Rong Cheng Real Estate Development Company Limited) were newly established during the year ended 31 December, 2007.

4. The financial statements of these companies have not been audited for the year ended 31 December, 2007 as 呼和浩特市榮凱房地產開發有限公司 (Hohhot Rong Kai Real Estate Development Company Limited), 呼和浩特市榮恒房地產開發有限公司 (Hohhot Rong Hang Real Estate Development Company Limited), 呼和浩特市榮輝房地產開發有限公司 (Hohhot Rong Hui Real Estate Development Company Limited), 深圳市建地投資有限公司 (Shenzhen Jiandi Investment Company Limited) and 深圳市建禹投資有限公司 (Shenzhen Jianyu Investment Company Limited) were newly established during the year ended 31 December, 2007. 北京中興新世紀會計師事務所有限公司 (Beijing Zhongxing New Century Certified Public Accountants Co., Ltd.) were auditors of these companies for the years ended 31 December, 2008 and 2009.

5. The financial statements of these companies have not been audited for the year ended 31 December, 2009 as 呼和浩特市光大錦綉城物業服務有限公司 (Hohhot Everbright Jinxiu City Building Service Limited) and 惠州市光大置業有限公司 (Huizhou Everbright Property Company Limited) were newly established during year ended 31 December, 2009.

6. The company was newly acquired in 2007. 中勤萬信會計師事務所有限公司浙江分公司 (Zhongqin Wanshen Certified Public Accountants Co., Ltd. Zhejiang Branch) were the auditors of this company for the years ended 31 December, 2007, 2008 and 2009.

7. The company has been classified as “assets classified as held for sale” as at 31 December, 2007 and disposed in 2008.

8. The company was newly acquired in 2007. The statutory financial statements of this company for the year ended 31 December, 2007 were audited by Deloitte & Touche LLP. RSM Chio Lim LLP was the auditor of this company for the years ended 31 December, 2008 and 2009.

9. As at 31 December, 2007, 2008 and 2009, the Pan China Land Group held 90% of the registered capital of Huashiboli. As a result of the share-based payments arrangement as detailed in note 36(b), the effective interest of the Pan China Land Group in Huashiboli was reduced from 90% to 80% during the six months ended 30th June, 2010.

48. PARTICULARS OF JOINTLY CONTROLLED ENTITIES

Proportion of nominal value of Place/Country of Paid up issued/ issued/registered Name of jointly controlled incorporation/ Class of shares registered ordinary capital held by Principal entities operation held share capital Pan China Land activities Directly Indirectly

廣州市環博展覽有限公司 PRC# Paid up capital RMB50,000,000 — 50% Property (Guangzhou City Huan Bo development Exhibition Company Limited) (note 1)

III-102 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

上海金鶴數碼科技發展有限公 PRC# Paid up capital US$2,400,000 — 50% Property 司 (Shanghai Jin He Digital development Technology Development Company Limited) (note 2)

桂林中海國富房地產開發有限 PRC# Paid up capital RMB8,000,000 — 40% Investment 公司 (Guilin China Overseas holding Guofu Real Estate Development Limited) (formerly 桂林光大國富房地產開發有限責任公司 (Guilin Everbright Guofu Real Estate Development Limited)) (note 2)

北京通惠房地產開發有限責任 PRC# Paid up capital RMB100,000,000 — 44.5% Property 公司 (Beijing Tonghui Real development Estate Development Company Limited) (note 2)

# The companies are incorporated in the PRC as limited liabilities companies.

Notes:

1. The company was classified as “assets classified as held for sale” as at 31 December, 2007 and disposed in 2008.

2. The statutory financial statements of these companies for the year ended 31 December, 2007 was audited by 天華中興會計師事務所有限公司 (Tianhua Zhongxing Certified Public Accountants Co., Ltd). 北京中興新世紀會計師事務所有限公司 (Beijing Zhongxing New Century Certified Public Accountants Co., Ltd.) was auditors of these companies for the years ended 31 December, 2008 and 2009.

Yours faithfully Grant Thornton Certified Public Accountants 6th Floor, Nexxus Building 41 Connaught Road Central Hong Kong

III-103 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

(III) MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended 31 December, 2007

BUSINESS REVIEW

Real Estate Investment & Development App16(32)(4) App16(32)(6)

SMC Real Estate Fund Limited, a wholly owned subsidiary of the Company at that time, acquired 中國光大房地產開發有限公司 (China Ever Bright Real Estate Development Limited*) (“EB Real Estate”) in 2005. In 2007, EB Real Estate recorded revenue from primarily three development projects and generated profits contribution to the Group. A review of EB Real Estate’s major projects is as follows:

The Ever Bright World Center in Beijing comprises three commercial towers. Tower 2 and Tower 3 were pre-sold in 2006 and the sale was completed with revenue recorded in 2007. Tower 1 is a commercial office building with approximately 48,000 sq.m. of saleable/leaseable area (and additional 400 underground parking spaces); EB Real Estate’s headquarters occupies the top floor. EB Real Estate owns 100% of the project.

A portion of the saleable units of Guangzhou Ever Bright Garden Phase E were delivered with revenue being booked in 2007. The remaining pre-sold units were delivered in 2008. The original Phase F2 of the development with total Gross Floor Areas (“GFA”) of about 390,000 sq.m. (saleable/leaseable GFA# of about 350,000 sq.m.) was splited into two phases, J and K. In 2007, EB Real Estate purchased all the remaining interest to own 100% of the Guangzhou EB Gardens.

EB Real Estate owned 100% interest in the Ever Bright International Plaza project in Heifei; the project comprised total GFA of about 100,000 sq.m. (saleable/leaseable GFA# of about 94,000 sq.m.). A portion of the saleable units were sold with revenue booked in 2007. The remaining saleable units of the project comprising area in the mixed use commercial-residential building and another commercial building were sold through the disposal of the project company in January, 2008 at a consideration of RMB121,000,000.

The scientific research office building in the Zhang Jiang High-tech Zone in Pudong, Shanghai was completed in 2007. The project comprises total GFA of about 17,000 sq.m. (saleable/leaseable GFA# of about 14,000 sq.m.) and about 80% of the space has been leased. EB Real Estate owns 65% interest in this project.

During the year 2007, EB Real Estate acquired the remaining interest of the commercial and residential development project located in Haidian district in Beijing with total GFA of about 120,000 sq.m. (saleable/leaseable GFA# of about 110,000 sq.m.).

* for identification purpose only # Saleable/leaseable are includes carpark area.

III-104 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The residential and retail shopping mall development project located in Haizhu district in Guangzhou has total GFA of approximately 210,000 sq.m. (saleable/leaseable GFA# of about 150,000 sq.m. and 700 parking spaces). The mall comprising about 80,000 sq.m. is planned to be kept for long term investment. The land parcel is directly connected to an inter-change station of the Guangzhou — Foshan light rail line and the Guangzhou extended No. 2 subway line. This will provide the development with superior shopper traffic advantage. Construction is expected to complete in 2010. EB Real Estate owns 100% interest in this project.

As a result of EB Real Estate’s acquisition of the remaining interest of the Guangzhou EB Gardens, EB Real Estate’s interest in the Guilin project has increased from 54.04% to 65.8%. The project is located next to the Guilin city ring road and along the highway connecting Guilin and Yangshuo. Greenery and leisure facilities are being planned to prepare the site for a resort and residential property development.

The primary land development project in Hohhot, Inner Mongolia obtained government permission to commence work on about 900 mu of land in 2006. Among that, about 170,000 sq. m. of usable land for secondary development has been successfully bid by EB Real Estate in auctions in 2007. The company has further obtained government permission to commence work on about 1,300 mu of land in 2007. EB Real Estate owns 80% interest of the primary land development project company.

The property development project companies in Hohhot, Inner Mongolia have successfully bid for two parcels of land totaling 170,000 sq. m. of usable land which can be developed into 380,000 sq. m. of residential GFA. EB Real Estate owns 100% interest of these secondary property development project companies.

EB Real Estate completed the sale of its 50% interest in the Pazhou exhibition centre development project company in Guangzhou in January, 2008. The consideration of RMB469,000,000 was fully received.

During the year 2007, EB Real Estate also acquired other new projects to add to its portfolio, the completed acquired interests include: 90% interest in a project located in the northern suburb of Beijing, it is a low density residential development and comprises saleable/leaseable GFA# of about 196,000 sq. m.; 67% interest in a primary land development project in the southern suburb of Beijing consisting of 374,000 sq. m.; 70% interest in a project located in Qingdao in Laoshan District, the project is a residential development with land area of about 67,000 sq. m. and about 137,000 sq. m. of saleable/leaseable GFA#; 90% interest of a residential project in Guangzhou with superior view beside the Pearl River, the project has total saleable/leaseable GFA# of about 65,000 sq. m..

In 2007, the Group would continue to closely follow the trend of the external economy and policy decisions, operate prudently in practical terms, safeguard its interest against risks, actively pursue the perfecting of the development and sales of the existing projects, and speed up cash inflows. On these bases, the Group was confident in maintaining a satisfactory financial position with its own financial resources and banking facilities to finance its property development projects. The Group would also continue to look for possible investment opportunities.

# Saleable/leaseable area includes carpark area.

III-105 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

FINANCIAL REVIEW

Revenue and Operating Results

Revenue for Pan China Land Group during the year ended 31 December, 2007 was RMB2,087.2 million and profit attributable to owners of Pan China Land for the year ended 31 December, 2007 was RMB313.6 million.

Financial Resources and Liquidity App16(32)(1) App16(32)(2)

Pan China Land Group’s financial position remained strong with its financial resources and liquidity position consistently maintained in a healthy state throughout the period under review.

The banking facilities of Pan China Land Group were subject to a mix of fixed interest rates and floating interest rates. Other than the PRC long term loans of approximately RMB534.0 million which was secured by certain assets of Pan China Land Group located in Mainland China, all other banking facilities of Pan China Land Group, approximately RMB867.0 million, have been arranged on short-term basis.

Apart from the above, there were no material changes to Pan China Land Group’s available banking facilities since 31 December, 2006.

Foreign Exchange Exposure App16(32)(11)

As Pan China Land Group conducted its sales, receivables and payables, bank borrowings and expenditures in Renminbi for its PRC property development business, the directors considered that a natural hedging existed. All-in-all, the directors considered that the Pan China Land Group’s risk exposure to foreign exchange rate fluctuations remained minimal.

Gearing Ratio App16(32)(10)

Pan China Land Group continued to follow its policy of maintaining a prudent gearing ratio. As at 31 December, 2007, Pan China Land Group recorded a gearing ratio, expressed as a percentage of total bank borrowings net of cash and cash equivalents to total equity of Pan China Land of 139.9%.

Significant Acquisitions and Disposals App16(32)(5)

On 24 April, 2007, Pan China Land Group entered into a sales and purchases agreement in relation to a disposal of its 50% interest in Guangzhou City Huan Bo Exhibition Company Limited at a consideration of approximately RMB469.0 million. Completion took place on 29 January, 2008. Details of this disposal are set out in the circular to shareholders dated 30 May, 2007.

On 21 May, 2007, Pan China Land Group entered into a co-operation agreement with certain independent third parties to acquire 90% equity interest in Beijing Huashiboli Property Development

III-106 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Limited (“Huashiboli”) at a consideration of around RMB630.0 million. Huashiboli is the holder of the right to develop a piece of land located in Beijing, PRC for residential and commercial purpose. Details of this acquisition are set out in the circular to shareholders dispatched on 31 August, 2007.

On 2 August, 2007, Pan China Land Group entered into a co-operation agreement with an independent third party to acquire 70% equity interest in Qingdao Yijing Real Estate Development Limited (“Qingdao Yijing”). Qingdao Yijing is the holder of the right to develop a piece of land located in Qingdao, PRC for residential purpose. Details of this acquisition are set out in the circular to shareholders dated 13 September, 2007.

On 9 November, 2007, Pan China Land Group entered into a share transfer agreement and a supplemental agreement to acquire all the remaining 54.1% equity interest in Beijing Zhong Shun Chao Ke Property Development Company Limited. The aggregate consideration is approximately RMB337.6 million. Details of these transactions are set out in the circular to shareholders dated 12 December, 2007.

On 15 November, 2007, Pan China Land Group entered into a equity transfer agreement with a substantial shareholder of Guangzhou EB Gardens to acquire the remaining 42% equity interest in the Guangzhou EB Gardens for a consideration totalling RMB58.7 million. Details of this acquisition are set out in the circular to shareholders dated 6 December, 2007.

Other than the above, there is no significant acquisition and/or disposal during the financial year ended 31 December, 2007.

Capital Commitments, Guarantee and Contingent Liabilities

Pan China Land Group had capital commitments and guarantee totalling RMB1,636.5 million and RMB995.1 million respectively at as 31 December, 2007. As at 31 December, 2007 Pan China Land Group had no material contingent liabilities.

Capital Expenditure and Charges on Assets App16(32)(8)

Pan China Land Group had a capital expenditure totalling RMB5.5 million as at 31 December, 2007.

Pan China Land Group had charges on assets totalling RMB2,120.2 million as at 31 December, 2007.

Employees

As at 31 December, 2007, Pan China Land Group has approximately 849 employees. The staff App16(32)(7) costs for the year 2007 was approximately RMB37.0 million. The pay levels of these employees are commensurate with their responsibilities, performance and market condition. In addition, share option schemes are put in place as a longer term incentive to align interests of employees to those of shareholders.

On 29 November, 2007, an indirectly non-wholly owned subsidiary of the Company entered into the option deeds with certain directors and employees of the Group. Details of the share option schemes transaction are set out in the announcement dated 29 November, 2007.

III-107 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

For the year ended 31 December, 2008

BUSINESS REVIEW

Real Estate Investment & Development App16(32)(4) App16(32)(6)

In 2008, EB Real Estate recorded revenue from two completed development projects, one in Guangzhou and one in Beijing, as well as profits from the disposal of the Pazhou exhibition centre project in Guangzhou and the Everbright International Plaza project in Heifei. A review of EB Real Estate’s major projects is as follows:

Tower 1 of the Ever Bright World Center in Beijing is a commercial office building with about 48,000 sq.m. saleable/leaseable GFA (and additional about 400 underground parking spaces); about 20,000 sq.m. were leased and about 4,800 sq.m. were sold under contract sales in 2008; EB Real Estate’s headquarters occupies the top floor. EB Real Estate owns 100% of the project.

Guangzhou Ever Bright Garden Phase E was completed and delivered for use in 2008. The new phases J and K with total saleable GFA of about 350,000 sq.m. (including parking spaces) were under construction and 36,000 sq.m. were pre-sold under contract sales in 2008.

The scientific research office building in the Zhang Jiang High-tech Zone in Pudong, Shanghai had about 14,000 sq.m. of leaseable GFA and was about 90% leased. EB Real Estate owns 65% interest in this project.

EB Real Estate has contracted sales in 2008 for about 11,000 sq.m. of the commercial and residential development project located in Haidian district in Beijing consisting of about 86,000 sq.m. saleable GFA (with additional parking spaces of about 15,000 sq.m.). Continue marketing to university faculty staff and professors in the surrounding area has drawn much interest. EB Real Estate owns 100% of the project.

The residential and retail shopping mall development project (about 150,000 sq.m.) located in Haizhu district in Guangzhou has started construction in late 2008 and is expected to be completed in 2011. The land parcel is directly connected to an interchange station of the Guangzhou — Foshan light rail line and the Guangzhou extended No. 2 subway line. This will provide the development with superior shopper traffic advantage. The residential portion with a total saleable GFA of about 67,000 sq.m. is anticipated to start construction in 2010 and the shopping mall portion will be kept as a long term investment. EB Real Estate owns 100% interest of this project.

EB Real Estate has a 65.8% interest in the Guilin project with about 724,000 sq.m. land area. The project is planned to be a resort and residential property development in the future.

The primary land development project company in Hohhot, Inner Mongolia has started work on about 1,300 mu (equivalent to about 867,000 sq.m.) of land in 2008. When ready, the land will be auctioned to secondary development companies. EB Real Estate owns 80% interest of the primary land development project company.

III-108 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The property development projects in Hohhot, Inner Mongolia have commenced construction and will be developed in stages; the residential development portion consists about 380,000 sq.m. of saleable GFA. EB Real Estate owns 100% interest of these secondary property development projects.

EB Real Estate owns 70% interest in a villa and low rise residential project located in the northern suburb of Beijing with total saleable GFA of about 175,000 sq.m.. Construction progress has been slowed down.

A residential project with superior view fronting the Pearl River in Guangzhou consists of total saleable/leaseable GFA of about 58,000 sq.m. (including parking spaces). Its construction will be postponed due to the market situation. EB Real Estate owns 90% interest in this project.

In 2008, the Group would continue to closely follow the trend of the external economy and policy decisions, operate prudently in practical terms, safeguard its interest against risks, actively pursue the perfecting of the development and sales of the existing projects, and speed up cash inflows. On these bases, the Group is confident in maintaining a satisfactory financial position with its own financial resources and banking facilities to finance its property development projects. The Group would also continue to look for possible investment opportunities.

FINANCIAL REVIEW

Revenue and Operating Results

Revenue for Pan China Land Group during the year ended 31 December, 2008 was RMB1,157.0 million and profit attributable to owners of Pan China Land the year ended 31 December, 2008 was RMB465.0 million.

Financial Resources and Liquidity App16(32)(1) App16(32)(2)

Pan China Land Group inevitably felt the pinch of the global economic downturn but was able to maintain a satisfactory financial position with its financial resources and liquidity position consistently monitored and put in place in a healthy state throughout the period under review.

The PRC long term loan of RMB715.0 million was secured by certain assets of Pan China Land Group located in Mainland China. Apart from the above, all other banking facilities of Pan China Land Group, approximately RMB635.0 million, have been arranged on short-term basis.

The banking facilities of Pan China Land Group were subject to a mix of fixed interest rates and floating interest rates.

Foreign Exchange Exposure App16(32)(11)

As Pan China Land Group conducted its sales, receivables and payables, bank borrowings and expenditures in Renminbi for its PRC property development business, the directors considered that a natural hedging existed. All-in-all, the directors considered that Pan China Land Group’s risk exposure to foreign exchange rate fluctuations remained minimal.

III-109 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Gearing Ratio App16(32)(10)

Pan China Land Group continued to follow its policy of maintaining a prudent gearing ratio. As at 31 December, 2008, Pan China Land Group recorded a gearing ratio, expressed as a percentage of total bank borrowings net of cash and cash equivalents to total equity of Pan China Land of 80.7% (31 December, 2007: 139.9%).

Significant Acquisitions and Disposals App16(32)(5)

During the year ended 31 December, 2008, Pan China Land Group disposed of its interest in a property development project through the disposal of its entire equity interest in 安徽博鴻房地產開發有限公司 (Anhui Bohong Real Estate Development Company Limited*)toan independent third party at a cash consideration of RMB121.0 million. The transaction was completed in first quarter of 2008 and resulted in a gain of RMB57.6 million.

On 24 April, 2007, Pan China Land Group entered into a sales and purchases agreement in relation to a disposal of its 50% interest in 廣州市環博展覽有限公司 (Guangzhou City Huan Bo Exhibition Company Limited*) at a consideration (including repayment of shareholder’s loan) of RMB545.0 million. Completion of the transaction took place in the first quarter of 2008 thus giving rise to a gain of RMB469.0 million.

Other than the above, there is no significant acquisition and/or disposal during the financial year ended 31 December, 2008.

Commitments, Guarantee and Contingent Liabilities

As at 31 December, 2008, Pan China Land Group had commitments totalling RMB3,005.0 million which related mainly to property development and construction works. In addition, Pan China Land Group issued guarantees to banks amounting to RMB1,100.4 million mainly for facilitating end-user mortgages in connection with its PRC property sales. As at 31 December, 2008 Pan China Land Group had no material contingent liabilities.

Capital Expenditure and Charges on Assets App16(32)(8)

Pan China Land Group had a capital expenditure totalling RMB2.5 million during the year ended 31 December, 2008.

As at 31 December, 2008, Pan China Land Group had charges on assets totalling RMB3,113.8 million mainly for securing mortgage loans.

Employees

As at 31 December, 2008, Pan China Land Group has approximately 720 employees. The staff App16(32)(7) costs for the year 2008 was approximately RMB103.9 million. The pay levels of these employees are commensurate with their responsibilities, performance and market condition. In addition, share option schemes are put in place as a longer term incentive to align interests of employees to those of shareholders.

* for identification purpose only

III-110 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

For the year ended 31 December, 2009

BUSINESS REVIEW

Real Estate Investment & Development App16(32)(4) App16(32)(6)

During the year ended 31 December, 2009, the property demands in China have started to recover, accordingly sale conditions have improved. A summary of the business activities of EB Real Estate’s major projects during the year ended 31 December, 2009 is as follows:

The Ever Bright World Center Tower 1 in Beijing has approximately 40,923 sq. m. of saleable/leaseable area (net of area sold; with additional 400 basement parking spaces). During the year ended 31 December, 2009, about 5,056 sq. m. were sold with an accumulative area of about 18,787 sq. m. leased out. EB Real Estate owns 100% of the project.

The commercial and residential development project located in Haidian district, Beijing was completed during the year ended 31 December, 2009, with progressive handover to the owners. Out of the accumulative area sold of 38,400 sq. m., an aggregate of 37,700 sq. m. has been recognized as revenue of RMB712.9 million. EB Real Estate owns 100% of the project.

The low density residential development project located in the northern suburb of Beijing is going through a major re-design and up-keeping, as the original design is out of date. It is estimated that building construction work will be resumed at the end of 2010. EB Real Estate owns 90% of the project.

On 8 April, 2009, EB Real Estate has disposed of its 67% interest in a primary development project in the southern suburb of Beijing to the original shareholder at a small premium, as the total return of the project fell below the expected value.

EB Real Estate owned 70% interest in a residential development project in Qingdao. As the relevant government permits have not been obtained for a prolonged period of time, EB Real Estate and the original owners of the project had entered into a Deed of Release on 24 June, 2009, such that upon receiving back its shareholder loan (including accrued interest and penalty), EB Real Estate will convey the 70% interest back to the original owners (during the year, EB Real Estate had received a total of RMB20.8 million, with a remaining shareholder loan of RMB144.5 million, accrued interest and penalty in default in accordance with the terms of the Deed of Release).

Guangzhou EB Gardens has recognized total sales of about 36,600 sq. m. in respect of Phase K southern region during the year ended 31 December, 2009, while about 78,000 sq. m. have been contracted for in respect of the Phase K northern region. Cumulative sales deposits received amounted to RMB906.6 million. EB Real Estate owns 100% of the project.

Construction work for the residential and retail shopping mall development project located in Haizhu district, Guangzhou has commenced, with target opening of the mall in the first half of 2011. Leasing has begun and we anticipate the handover of the site for anchor tenant remodeling in the second half of 2010. Pre-sale of the residential portion is expected to start after the mall is officially delivered. EB Real Estate owns 100% of this project.

III-111 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

The franchised primary development project in Hohhot, Inner Mongolia has obtained government permission to proceed on its 1,300 mu of land. EB Real Estate owns 80% interest of the primary development project company.

The property development project company in Hohhot, Inner Mongolia has successfully pre-sold 300 units on the first day of launching on 28 June, 2009 being a new record for the first-day-sale for any new residential development in Hohhot. During the year ended 31 December, 2009, the project has sold a cumulative area of 81,400 sq. m., with total sales deposits received amounting to RMB262.6 million. EB Real Estate owns 100% equity interest of this secondary property development project company.

The scientific research office building in the Zhang Jiang High-tech Zone in Shanghai is 67% leased out. EB Real Estate owns 65% interest in this project.

The Guilin project is undergoing the final planning stage with construction targeted in 2010. EB Real Estate owns 65.8% interest of this project.

In July 2009, a subsidiary company of EB Real Estate together with a third party had jointly won the bid for a parcel of land in Huizhou for an area of about 197,000 sq. m. for the purpose of residential development.

Based on the experience of the Group’s management, the Group expects that the market fundamentals will revert to a more normal and stable situation. On one hand, the steady macroscopic economic policies, a strong recovery in the economy, together with buoyant housing requirements are all-in-all supporting the Group’s growth in the Mainland China’s property development businesses. On the other hand, the global economy remains vulnerable, coupled with the uncertainty in respect of the macro control polices for the property market in Mainland China, would invariably induce certain degree of external market risk and operating risk to the Group.

Accordingly, in 2010, the Group would closely follow the trend of the external economy and policy decisions, operate prudently in practical terms, safeguard its interest against risks, actively pursue the perfecting of the development and sales of the existing projects, and speed up cash inflows. On these bases, the Group would also look for possible investment opportunities. The Group would collaborate with its holding company in project developments, operation models, sharing of market App16(32)(9) intelligence and resources so as to achieve a synergy effect. It will spare no efforts to enhance the returns to development projects and control costs effectively. These would create shareholders value continuously and put in place the sustainable and healthy development of the Group’s property development businesses.

FINANCIAL REVIEW

Revenue and Operating Results

Revenue from Pan China Land Group for the year ended 31 December, 2009 totalled RMB1,418.0 million, representing an increase of RMB261.0 million or 22.6% compared to RMB1,157.0 million of last year. The increase in revenue is mainly attributable to completion of sales of certain units in the Haidian district in Beijing.

III-112 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Profit attributable to the owners of Pan China Land for the year ended 31 December, 2009 dropped by RMB691.5 million to a loss of RMB226.5 million. The decrease in profit was mainly attributable to (i) a share option expense (net of minority interest) of RMB127.7 million compared to a RMB46.7 million expense of last year; and (ii) a loss provision on the termination of certain property development projects of RMB474.5 million in 2009.

Financial Resources and Liquidity App16(32)(1) App16(32)(2)

Pan China Land Group was able to maintain a satisfactory financial position with its financial resources and liquidity position consistently monitored and put in place in a healthy state throughout the period under review. Given the current economic situation, Pan China Land Group would constantly re-evaluate its operational and investment status with a view to improving its cash flow and minimising its financial risks.

The PRC long term loan of approximately RMB868.0 million was secured by certain assets of Pan China Land Group located in Mainland China. Apart from the above, all other banking facilities of Pan China Land Group, approximately RMB467.0 million, have been arranged on short-term basis.

The banking facilities of Pan China Land Group were subject to floating interest rates. Interest cover of Pan China Land Group as at 31 December, 2009, calculated as operating profit divided by total interest expenses net of those capitalized and interest income, stood at 5 times.

Foreign Exchange Exposure App16(32)(1)

As Pan China Land Group conducted its sales, receivables and payables, bank borrowings and expenditures in Renminbi for its PRC property development business, the directors considered that a natural hedge mechanism existed. Pan China Land Group would, however, closely monitor the volatility of the Renminbi exchange rate. All in all, the directors considered that Pan China Land Group’s risk exposure to foreign exchange rate fluctuations remained minimal.

Gearing Ratio

Pan China Land Group continued to follow its policy of maintaining a prudent gearing ratio. As App16(32)(10) at 31 December, 2009, Pan China Land Group recorded a gearing ratio, expressed as a percentage of total bank borrowings net of cash and cash equivalents to total equity of Pan China Land of 98.4% (31 December, 2008: 80.7%).

Significant Disposals App16(32)(5)

During the year ended 31 December, 2009, Pan China Land Group disposed of its interest in a property development project through the disposal of its entire equity interest in 北京寅豐房地產開發有限責任公司 (Beijing Yinfeng Real Estate Development Company Limited*)to an independent third party at a cash consideration of RMB46.5 million. The transaction was completed in April, 2009 and resulted in a gain of approximately RMB15.2 million.

* for identification purpose only

III-113 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

On 24 June, 2009, Pan China Land Group entered into a co-operation termination agreement and a settlement agreement in respect of the property development project conducted by Qingdao Yijing. Pursuant to the co-operation termination agreement, Pan China Land Group agreed to terminate the cooperation agreement dated 2 August, 2007. Pursuant to the settlement agreement, the substantial owner of Qingdao Yijing agreed to repay the outstanding shareholder’s loan and pay certain amount of penalty and fund appropriation fees of approximately RMB197.3 million in aggregate to Pan China Land Group. Upon the full repayment of the outstanding shareholder’s loan, Pan China Land Group will transfer its 70% registered capital of Qingdao Yijing to the minority shareholders for a consideration of RMB7.0 million. As the minority shareholders has failed to fulfill certain conditions as specified in the agreements, the disposal has not yet been completed. The changes in the current business environment and the local government policy which have an adverse impact on the commercial viability of the project have finally brought about the write-down of the carrying value of this project by approximately RMB144.0 million in 2009.

Other than the above, there is no significant acquisition and/or disposal for Pan China Land Group during the year ended 31 December, 2009.

Capital Commitments, Guarantee and Contingent Liabilities

As at 31 December, 2009, Pan China Land Group had capital commitments totalling RMB2,255.5 million which related mainly to property development and construction works. In addition, Pan China Land Group issued guarantees to banks amounting to RMB809.7 million mainly for facilitating end-user mortgages in connection with its PRC property sales. As at 31 December, 2009 Pan China Land Group had no material contingent liabilities.

Capital Expenditure and Charges on Assets

Pan China Land Group had capital expenditures totalling RMB1.9 million during the year ended 31 December, 2009.

As at December, 2009, Pan China Land Group had charges on assets totalling RMB1,722.4 million mainly for securing mortgage loans.

Employees App16(32)(7)

As at 31 December, 2009, Pan China Land Group has approximately 717 employees. The staff costs for the year 2009 was approximately RMB242.0 million. The pay levels of these employees are commensurate with their responsibilities, performance and market condition. In addition, share option schemes are put in place as a longer term incentive to align interests of employees to those of shareholders.

III-114 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

For the six months ended 30 June, 2010

BUSINESS REVIEW

Real Estate Investment & Development App16(32)(4) App16(32)(6)

Guangzhou Ever Bright Garden, Phase K North Section, in Haizhu District, Gaungzhou has completed for occupation. Except for 1,388 sq.m. of commercial units remained in stock, all of the other properties were sold. During the period, sales revenue recognized for Phase K North Section amounted to RMB 838.1 million in value, representing 70,478 sq.m. in area. Phase J Section under construction (now named as “Banyan Bay”) was pre-sold during the period, with about 55,956 sq. m. had been contracted for sales of RMB1,111.6 million. Other than these, there are 12,632 sq.m. of unsold commercial units in other sections carried forward from last year. Pan China Land Group owns 100% of the project.

Academic Sect, the commercial and residential development project located in Haidian district, Beijing. The project is fully completed. During the period, sales of 481 sq.m. in area was recognized as revenue, amounting to RMB10.8 million. Stock of commercial and residential units aggregating 47,200 sq.m remained unsold. Pan China Land Group owns 100% of the project.

Glorious City (previously described as “Jinxiu City”), a residential development in Saihan District, Hohhot City recorded further sales since its successful launching last year. During the period, unit area of 37,382 sq.m was pre-sold for RMB 177.6 million. Pan China Land Group owns 100% equity interest of this secondary property development project company.

At period end, the Ever Bright World Center Tower 1 in Xicheng District, Beijing has approximately 17,185 sq. m. of saleable/leasable area (net of area sold/leased; with additional 400 basement parking spaces). During the period, about 566 sq. m. were rented, with total area of about 19,400 sq. m. leased out. Pan China Land Group owns 100% of the project.

The scientific research office building in the Zhang Jiang High-tech Zone in Shanghai is 72% let. Pan China Land Group owns 65% interest in this project.

The status of the other projects listed below has not changed materially from the descriptions given in the Pan China Land Group’s business review for the year ended 31 December, 2009

• The low density residential development project located in the northern suburb of Beijing

• The residential and retail shopping mall development project located in Haizhu district, Guangzhou

• The franchised primary development project in Hohhot, Inner Mongolia

• The Guilin project, and

III-115 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

• The Huizhou project

To ensure business sustainability, Pan China Land Group maintained a land bank of approximately 2.3 million sq. m. (of which, Pan China Land Group has an attributable interest in 2.1 million sq. m.) in the PRC as at 30 June, 2010.

FINANCIAL REVIEW

Revenue and Operating Results

Pan China Land Group reported revenue of RMB900.3 million and gross profit of RMB240.2 million for the six months ended 30 June, 2010. These represent a decrease of 9.6% in revenue and a decrease of 24.8% in gross profit, compared to the last corresponding period. The reduction in profit margin from 32.1% in last corresponding period to 26.7% in current period mainly reflect a change in sales mix of property development projects from different cities.

Operating profit for the six months ended 30 June, 2010 was RMB142.3 million, representing a decrease of RMB420.1 million or 74.7% over the corresponding period last year. This was attributable to a number of factors, including: (i) lower gross profit arising from decreased sales and changes in sales mix, (ii) one-off, non-cash share-based payment as staff cost of RMB50 million in respect of the 10% equity interest transferred to certain ex-management staff in a Beijing residential development project, and (iii) absence of significant fair value gain on investment properties occurred last period.

Overall, profit after interest and tax for the six months ended 30 June, 2010 was RMB62.0 million. Excluding the non-controlling interests, profit attributable to equity shareholders of Pan China Land amounted to RMB62.4 million (six months ended 30 June, 2009: profit of RMB265.0 million).

Financial Resources and Liquidity App16(32)(1) App16(32)(2)

As of 30 June, 2010, net working capital amounted to RMB1,362.3 million (31 December, 2009: RMB1,368.4 million). Cash and cash equivalents were 5.1% lower at RMB250.1 million compared with the last financial year end (RMB263.7 million). Part of the long term bank borrowings of RMB1,435 million (of which, 45% is repayable within one year), were secured by certain property assets located in the Mainland China, with interest charged at floating rates at weighted average interest rate of 5.681% per annum. Interest cover of the Pan China Land Group for the period ended 30 June, 2010, calculated as operating profit divided by total interest expenses net of those capitalized and interest income, stood at 24 times.

Foreign Exchange Exposure App16(32)(11)

As the Pan China Land Group conducted its sales, receivables and payables, bank borrowings and expenditures in Renminbi for its PRC property development business, the directors considered that a natural hedge mechanism existed. While the Pan China Land Group would closely monitor the volatility of the Renminbi exchange rate, the directors considered that the Pan China Land Group’s risk exposure to foreign exchange rate fluctuations remained minimal.

III-116 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

Gearing Ratio App16(32)(10)

The Pan China Land Group continued to follow its policy of maintaining a prudent gearing ratio. As at 30 June, 2010, the Pan China Land Group recorded a gearing ratio, expressed as a percentage of total bank borrowings net of cash and cash equivalents to total equity of Pan China Land of 99.1% (31 December, 2009: 98.4%).

Capital Commitments and Guarantee

The Pan China Land Group had capital commitments totaling RMB2,122.6 million which related mainly to property development and construction works. In addition, the Pan China Land Group issued guarantees to banks amounting to RMB1,390.8 million mainly for facilitating end-user mortgages in connection with its PRC property sales.

Capital Expenditure and Charges on Assets App16(32)(8)

The Pan China Land Group had capital expenditures totaling RMB0.1 million approximately during the period under review. As at 30 June, 2010, the Pan China Land Group had charges on its assets of RMB1,745.8 million for securing mortgage loans.

Employees App16(32)(7)

As at 30 June, 2010, the Pan China Land Group has approximately 166 employees, a significant reduction of 551 headcounts, comparing with last year end due to group restructuring. The pay levels of these employees are commensurate with their responsibilities, performance and market condition. In addition, share option schemes are put in place as a longer term incentive to align interests of employees to those of shareholders.

III-117 APPENDIX III FINANCIAL INFORMATION OF THE PAN CHINA LAND GROUP

FUTURE PLANS & PROSPECTS

The Pan China Land Group would adhere the Group’s strategy in operation and would collaborate with its parent company in project developments, operation models, sharing of market intelligences and resources so as to achieve a synergy effect.

III-118 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

The following is the text of a letter with the summary of values and valuation certificate received R14.66(11) R14A.59(6) from CB Richard Ellis Limited, prepared for the purpose of incorporation in this Circular, in connection with their valuation as at 30 September, 2010 of the property interests of the Pan China Land Group.

4/F Three Exchange Square 8 Connaught Place Central, Hong Kong T 852 2820 2800 F 852 2810 0830 香港中環康樂廣場八號交易廣場第三期四樓電話 852 2820 2800 傳真 852 2810 0830

www.cbre.com.hk

地產代理 ( 公司 ) 牌照號碼 Estate Agent’s Licence No: C-004065

26 November, 2010 App1B(5)(3)

The Board of Directors China Overseas Grand Oceans Group Ltd. Suite 3012, 30/F, One Pacific Place 88 Queensway Hong Kong Dear Sirs,

In accordance with the instructions from China Overseas Grand Oceans Group Ltd. for us to R5.06(8) R5.07 value the property interests held by the Pan China Land (Holdings) Corporation and its subsidiaries (hereinafter together know as the “Group”) in the People’s Republic of China (“the PRC”), we confirm that we have carried out an inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the capital values of such property interests as at 30 September, 2010 (the “date of valuation”).

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

IV-1 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Unless otherwise stated, our valuation is prepared in accordance with the “First Edition of The HKIS Valuation Standards on Properties” published by The Hong Kong Institute of Surveyors (the “HKIS”). We have also complied with all requirements contained in Paragraph 34(2), (3) of Schedule R5.05 3 of the Companies Ordinance (Cap. 32) and Chapter 5, Practice Note 12 and Practice Note 16 of the Rule Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“the Listing Rules”).

For the purpose of area measurement in our valuation, Saleable Gross Floor Areas (“Saleable GFA”) refer to the internal floor areas and common areas exclusively allocated to that unit including balconies and other similar features of comprising common areas such as staircases, lift lobbies. Non-saleable Gross Floor Areas (“Non-saleable GFAs”) refer to the floor areas of certain public ancillary facilities, including, among others, schools, electric sub-station houses and connecting corridors between apartment buildings. The Gross Floor Areas (“GFAs”) of a project or a phase of a project include both Saleable GFAs and Non-saleable GFAs.

Our valuation has been made on the assumption that the owner sells the properties on the open market without the benefit of a deferred term contract, leaseback, joint venture, management agreement or any similar arrangement, which would serve to affect the values of the property interests.

Unless otherwise stated, all the property interests are valued by the comparison method on the assumption that each property can be sold with the benefit of vacant possession. Comparison is based on prices realized on actual transactions or asking price of comparable properties. Comparable properties with similar sizes, character and locations are analyzed, and carefully weighted against all respective advantages and disadvantages of each property in order to arrive at a fair comparison of value.

For the property interests in Group I, which are held by the Group for investment, we have valued each of those property interests by the direct comparison approach assuming sales of each of these property interests in its existing state with the benefit of vacant possession and making references to comparable sale transactions as available in the relevant markets. We have also valued the property interests by the capitalization approach taking into account the current rents passing of the property interests and the reversionary potentials of the tenancies.

In valuing of the property interests in Group II, which are held by the Group for sale or occupation in the PRC, we have valued each of these property interests by the direct comparison approach assuming sale of each of these property interests in its existing state with the benefit of vacant possession and making references to comparable sales transactions as available in relevant markets.

In our valuation, completed real estate developments are those the Construction Works Completion Certified Reports or Realty Title Certificate(s)/Building Ownership Certificate(s) of the buildings thereof has (have) been issued by the relevant local authority, and the building(s) which physically completed and in operation as advised by the Group. These also included those property interests which have been contracted to be sold, but the formal assignment procedures of which have not yet been completed.

IV-2 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

For the property interests in Group III, which are held by the Group for development in the PRC, we have valued the property interests on the basis that the property will be or can be developed and completed in accordance with the Group’s latest development schemes provided to us. We have assumed that approvals from relevant authorities for such schemes have been obtained. In arriving at our opinion of value, we have adopted the direct comparison approach by making reference to comparable sales evidence as available in the relevant market to arrive at the capital value of the property as if the property were completed at the date of valuation and have also taken into account the development costs already spent and to be spent to reflect the quality of the completed development. The Gross Development Value or “capital value of the property as if completed” represents our opinion of the aggregate selling prices of the property assuming that it would have been completed at the date of valuation. For those property interests contracted to be sold, but the formal assignment procedures of which have not yet completed, we have valued this portion of property interests by taking into account the contract prices. We have also valued the property interests by the direct comparison approach, if appropriate, assuming sale of each of these property interests in its existing state with the benefit of vacant possession and making references to comparable sales transactions as available in the relevant markets.

Unless otherwise stated, in our valuation, the properties for development are those in which the Construction Works Completion Certified Reports have not been issued while the State-owned Land Use Rights Certificates have been obtained.

For the property interests in Group IV and V, which are property interests to be acquired by the Group for future development in the PRC and property interests for Primary Land Development by the Group in the PRC respectively, as for which the Group has entered into agreements with relevant owner of the property or government authority or entered into share transfer agreements, but for which the Group has not yet obtained the State-owned Land Use Rights Certificates and/or the payment of the land premium has not yet been fully settled as at the date of valuation, we have ascribed no commercial value in the property interests.

In valuing the property interests in Group VI, which are rented by the Group in the PRC, we consider they have no commercial value primarily due to the prohibition against assignment or sub-letting and/or due to the lack of substantial profit rent.

In the course of our valuation for the property interests in the PRC, we have relied on the legal opinion provided by the Group’s PRC legal advisor, Shu Jin Law Firm (the “PRC Legal Opinion”). We have been provided with extracts from title documents relating to such property interests. We have not, however, searched the original documents to verify ownership or existence of any amendment which does not appear on the copies handed to us. All documents have been used for reference only.

Under the current planning approval systems in China, valuers are not able to undertake any planning approval verification freely and swiftly. We have relied to a considerable extent on information given by the Group, in particular, but not limited to, the sales records, planning approvals, statutory notices, easements, tenancies and floor areas (including Gross Floor Areas, Saleable Gross Floor Areas and Non-saleable Gross Floor Areas). No on-site measurement has been taken. Dimensions, measurements and areas included in the valuation certificates are only approximations.

IV-3 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

We have taken every reasonable care both during inspecting the information provided to us and in making relevant enquiries. We have no reason to doubt the truth and accuracy of the information provided to us by the Group, which is material to the valuation. We were also advised by the Group that no material facts have been omitted from the information provided to us.

We have inspected the properties to such extent as for the purpose of this valuation. In the course of our inspection, we did not notice any serious defects. However, we have not carried out any structural survey nor any tests were made on the building services. Therefore, we are not able to report whether the properties are free of rot, infestation or any other structural defects. We have not carried out investigations on the site to determine the suitability of the ground conditions and the services etc. for any future development. Our valuation does not make any allowance for contamination or pollution of the land, if any, which may have occurred as a result of past usage.

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

Unless otherwise stated, all monetary amounts are stated in Renminbi (“Renminbi”).

We enclose herewith a summary of valuation and our valuation certificates.

Yours faithfully, R5.06(7) For and on behalf of CB Richard Ellis Limited Leo MY Lo MHKIS MRICS Director Valuation & Advisory Services

Note: Mr. Leo MY Lo is a member of Royal Institution of Chartered Surveyors, a member of the Hong Kong Institute of Surveyors. He has over 7 years’ valuation experience in the PRC and Hong Kong.

IV-4 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

SUMMARY OF VALUES

GroupI—Property interests held by the Group for investment in the PRC

Capital value Capital value attributable in existing to the Group state as at Interest as at 30 September, attributable 30 September, Property 2010 to the Group 2010 (RMB) (RMB)

1. Various leased office units and 831,000,000 70.0% 581,700,000 the whole of Level 14, Tower 1, Ever Bright World Center, No.28 Ping’anli West Avenue, Xicheng District, Beijing City, the PRC

2. Shanghai Jinhe Digital Tower, 162,000,000 45.5% 73,710,000 Zhangheng Road, Shanghai Zhangjiang Hi-tech Park, Pudong District, Shanghai City, the PRC

3. Room 602, Block 6, Room 1003 and 8,870,000 70.0% 6,209,000 Room 1103, Block 11, Ever Bright Hongqiao Garden, Lane 269 Cheng Jia Qiao Road, Minxing District, Shanghai City, the PRC

4. Rooms 801 and 802, 4,750,000 70.0% 3,325,000 Block C, Ever Bright Convention and Exhibition Center, No. 70 Caobao Road, Xuhui District, Shanghai City, the PRC

IV-5 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable in existing to the Group state as at Interest as at 30 September, attributable 30 September, Property 2010 to the Group 2010 (RMB) (RMB)

5. 3 ground floor retail units located at 20,200,000 70.0% 14,140,000 No. 87, 89 and 91 Rongjing Road, clubhouse of Block B5, Phase B, Ever Bright Gardens, Rongjing Road, Haizhu District, Guangzhou City, Guangdong Province, the PRC

Group I Sub-total: 679,084,000

Group II — Property interests held by the Group for sale or occupation in the PRC

Capital value Capital value attributable in existing to the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

6. The remaining unsold portions, 561,000,000 70.0% 392,700,000 Tower 1, Ever Bright World Center, (Note i) No.28 Ping’anli West Avenue, Xicheng District, Beijing City, the PRC

7. Rooms 701 and 702, 4,750,000 70.0% 3,325,000 Block C, Ever Bright Convention and Exhibition Center, No. 70 Caobao Road, Xuhui District, Shanghai City, the PRC

IV-6 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable in existing to the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

8. Units 202, 401, 402 and 403, 13,300,000 70.0% 9,310,000 B5 Clubhouse, Phase B, Ever Bright Gardens, Rongjing Road Haizhu District, Guangzhou City, Guangdong Province, the PRC

9. The clubhouse and No Commercial various car parking spaces, Value Beijing Ever Bright Garden, (Note ii) Wanliu Middle Road, Haidian District, Beijing City, the PRC

10. Various car parking spaces, 49,100,000 70.0% 34,370,000 Ever Bright Shuimo Scene, Wanliu Middle Road, Haidian District, Beijing City, the PRC

11. The clubhouse and 80,800,000 70.0% 56,560,000 various car parking spaces, Master Piece, Beiyuan Road, Chaoyang District, Beijing City, the PRC

12. The unsold portions of 1,420,000,000 70.0% 994,000,000 Academic Sect, Xue Yuan South Road, Haidian District, Beijing City, the PRC

IV-7 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable in existing to the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

13. The unsold portions of 344,000,000 70.0% 240,800,000 Phase A to Phase E, Ever Bright Gardens, Rongjing Road, Haizhu District, Guangzhou City, Guangdong Province, the PRC

14. The unsold portions of 209,000,000 70.0% 146,300,000 Phase K South and North Sections, Ever Bright Gardens, Rongjing Road, Haizhu District, Guangzhou City, Guangdong Province, the PRC

Group II Sub-total: 1,877,365,000

Group III — Property interests held by the Group for development in the PRC

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

15. Phases J 2,003,000,000 70.0% 1,402,100,000 Ever Bright Gardens, Rongjing Road, Haizhu District, Guangzhou City, Guangdong Province, the PRC

IV-8 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

16. Ever Bright Duhui Project, 2,180,000,000 70.0% 1,526,000,000 Gongye Road North, Haizhu District, Guangzhou City, Guangdong Province, the PRC

17. Jinxiu City, 684,000,000 70.0% 478,800,000 South 2nd Ring Road, Saihan District, Hohhot City, Inner Mongolia Autonomous Region, the PRC

18. Shanghu, 1,650,000,000 56.0% 924,000,000 Beishahe, Shahe Town, Changping District, Beijing City, the PRC

19. The Reserved Land for 1,230,000,000 31.15% 383,145,000 Beijing Tonghui River Project, No. 54 Waizhuanchang Hutong, Chaoyang District, Beijing City, the PRC

20. A portion of the Reserved Land 258,000,000 46.06% 118,834,800 for Guilin Environment Garden, Guiyang Road, Liangfeng Farm, Yanshan District, Guilin City, Guangxi Zhuang Autonomous Region, the PRC

IV-9 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

21. The Reserved Land for Ziyu Dongjun 322,000,000 70.0% 225,400,000 Xiaotai Village, Saihan District, Hohhot City, Inner Mongolia Autonomous Region, the PRC

22. The Reserved Land, 373,000,000 63.0% 234,990,000 Tieshanmen Qiuchang Town and Qiaobei Village Danshui Town, Huizhou City, Guangdong Province, the PRC

23. The Reserved Land for Qingdao Project, No Commercial No. 466 Hong Kong East Road, Value Laoshan District, (Note iii) Qingdao City, Shandong Province, the PRC

Group III Sub-total: 5,293,269,800

Group IV — Property interests to be acquired by the Group for future development in the PRC

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

24. The Reserved Land for No Commercial Guangzhou Xindu Project, Value Binjiang Road, (Note iv) Haizhu District, Guangzhou City, Guangdong Province, the PRC

IV-10 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

25. The other portion of the Reserved No Commercial Land for Guilin Environment Garden, Value Guiyang Road, (Note v) Liangfeng Farm, Yanshan District, Guilin City, Guangxi Zhuang Autonomous Region, the PRC

26. Three Parcels of the Reserved Land, No Commercial Binhe North Road, Value Saihan District, (Note vi) Hohhot City, Inner Mongolia Autonomous Region, the PRC

Group IV Sub-total: No Commercial Value

Group V — Property interests for Primary Land Development by the Group in the PRC

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

27. The Land for Primary Development, No Commercial Guilin Environment Garden, Value Liangfeng Farm, (Note vii) Guiyang Road, Yanshan District, Guilin City, Guangxi Zhuang Autonomous Region, the PRC

IV-11 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

28. The Land for Primary Development, No Commercial East to Power Cable, Value West to Jinqiao 2nd Road, (Note viii) South to Binhe Road and North to South 2nd Ring Road, Saihan District and Xincheng District, Hohhot City, Inner Mongolia Autonomous Region, the PRC

Group V Sub-total: No Commercial Value

Group VI — Property interests rented by the Group in the PRC

Capital value Capital value attributable to in existing the Group state as at Interest as at 30 September, attributable to 30 September, Property 2010 the Group 2010 (RMB) (RMB)

29. Underground Bicycle Parking Garage, No Commercial No. Xin 137, Value Xizhimenwai Avenue, Xicheng District, Beijing City, the PRC

30. Happy Castle Shopping Mall, No Commercial No. Xin 137, Xizhimenwai Avenue, Value Xicheng District, Beijing City, the PRC

Group VI Sub-total: No Commercial Value

Grand Total: 7,849,718,800

IV-12 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Notes:

i. As advised by the Group, portions of the property, with a total gross floor area of approximately 2,479 sq.m., are non-transferable and held for ancillary uses. We have, therefore, ascribed “no commercial value” to such portion of property.

ii. As advised by the Group, the Group has not obtained any Building Ownership Certificate of the property. We have, therefore, ascribed “no commercial value” to the property. Had the Group obtained all the Building Ownership Certificates of the property, the capital value of the property as at the date of valuation would be in the sum of RMB110,000,000 (70.0% attributable to the Group: RMB77,000,000).

iii. We were advised by the Group, pursuant to an official document issued by Qingdao Land Resources and Housing Management Bureau, the land use of the property had been amended to public green field. We have, therefore, ascribed “no commercial value” to the property.

iv. As the Group has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had the Group obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB728,000,000 (63.0% attributable to the Group: RMB458,640,000).

v. As Guangxi Guilin Guang Da Sheng Tai Jia Yuan Development Company Limited (廣西桂林光大生態家園開發建設有限公司) (“Guilin Shengtai Jiayuan”) has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had Guilin Shengtai Jiayuan obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB285,000,000 (46.06% attributable to the Group: RMB131,271,000).

vi. As the Group has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had the Group obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB738,000,000 (70.0% attributable to the Group: RMB516,600,000).

vii. As Guangxi Guilin Guang Da Sheng Tai Jia Yuan Development Company Limited (廣西桂林光大生態家園開發建設有限公司) (“Guilin Shengtai Jiayuan”) has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had Guilin Shengtai Jiayuan obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB1,170,000,000 (46.06% attributable to the Group: RMB538,902,000).

viii. As the Group has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had the Group obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB8,230,000,000 (56.0% attributable to the Group: RMB4,608,800,000).

IV-13 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

GroupI—Property interests held by the Group for investment in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

1. Various leased The property comprises various office units Portions of the 831,000,000 R5.06(1)(a-c)(e) (f-g)(i,j) office units and the with a total gross floor area of property with a whole of Level 14, approximately 26,274 sq.m. in Tower 1 of total gross floor (70.0% interests R5.06(2) Tower 1, Ever Bright World Center (the area of attributable to Ever Bright “Development”). approximately the Group: World Center, 23,845 sq.m. are RMB581,700,000) R5.06(5)(b) No.28 Ping’anli The Tower 1 of Ever Bright World Center, tenanted to various West Avenue, occupying a site with an area of tenants for a total Xicheng District, approximately 7,359 sq.m. (the “Site”) and monthly rent of Beijing City, with a gross floor area of approximately RMB4,383,343 for the PRC 66,381 sq.m., is a 20-storey office building various terms with (without 4/F,13/F and 14/F in floor the last one to be numbering) plus a 4-storey underground expired on 31 carpark. December, 2017.

The property was completed in 2007. The remaining portions of the The Site is held under a State-owned Land property comprise Use Rights Certificate for a land use term the whole of Level to be expired on 6 March, 2054 for office 14 are currently and car parking uses. vacant.

Notes:

(a) Pursuant to the State-owned Land Use Rights Certificate Jing Xi Guo Yong (2005 Chu) No. 20267 dated 31 October, 2005, the land use rights of the Site with area of approximately 7,358.65 sq.m. has been granted to Beijing Zhong Jing Yi Yuan Real Estate Development Company Limited (北京中京藝苑房地產開發有限責任公司)(“Beijing Zhongjing”), in which the Group has 70.0% interests, for a land use term to be expired on 6 March, 2054 for office and car parking uses.

(b) Pursuant to the Building Ownership Certificate X Jing Fang Quan Zheng Xi Gu Zi No.010671 dated 10 September, 2008, the building ownership of the 3 buildings of No. 26, 28 and 30 Ping’anli West Avenue, which the property is located therein, with a gross floor area of approximately 136,207.78 sq.m. has been held by Beijing Zhong Jing Yi Yuan Real Estate Development Company Limited (北京中京藝苑房地產開發有限責任公司), in which the Group has 70.0% interests.

IV-14 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(c) Pursuant to various tenancy agreements, the property is leased to various tenants for various terms with the rental details as below: Gross Floor Monthly No. Units Tenant Area Lease Period Rent (sq.m.) Since End (RMB)

1 101 中國銀行 (Bank of 655.43 20 December, 2007 19 December, 2017 299,039.92 China*) 2 107 賽倫咖啡（胡曉紅） 112.88 16 January, 2010 15 January, 2013 17,853.85 (Selenecoffee*) 3 201 國信證券 (Guosen 721.86 1 August, 2010 31 March, 2013 131,739.45 Securities Co., Ltd.*) 4 2/F-3/F 太和文華餐飲管理 4,514.97 1 September, 2007 31 December, 2017 707,251.24 有限公司 (Taihewenhua Catering Trade Management Co., Ltd*) 5 5/F 國信證券 (Guosen 2,404.88 20 February, 2008 19 February, 2013 373,788.49 Securities Co., Ltd.*) 6 606 國信證券 (Guosen 293.77 1 September, 2009 31 March, 2013 45,034.90 Securities Co., Ltd.*) 7 601 華誠知識產權代理 278.74 1 January, 2008 31 December, 2010 45,019.99 公司 (Watson & Band Intellectual Property Co., Ltd*) 8 602 捷迪訊光電技術 118 15 May, 2008 14 May, 2012 19,058.18 （北京）有限公司 (Jiedixunguang Photoelectric Technology (Beijing) Co., Ltd*) 9 603 香港捷迪訊（大中 515.09 15 May, 2008 14 May, 2012 83,192.19 華）有限公司北京代表處 (JDS Uniphase Corp. (Beijing)*) 10 605 上海嘉成軌道交通 269.17 10 September, 9 September, 2011 43,801.81 安全保障系統有限 2009 公司 (Shanghaijiacheng Railway Transportation Safety System Co., Ltd.*) 11 607 恒生電子 (Hundsun 353 8 September, 2008 7 September, 2011 55,774.00 Technologies Inc.*)

* For identification purpose only

IV-15 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Gross Floor Monthly No. Units Tenant Area Lease Period Rent (sq.m.) Since End (RMB) 12 608, 609 上海聯創建築設計 601.35 15 June, 2008 14 June, 2011 96,817.35 公司 (United Design Group Co. Ltd., Shanghai*) 13 701, 708, 中國人壽保險股份 880.09 12 November, 2009 11 November, 2012 123,943.07 709 有限公司北京市分公司 (China Life Insurance Company Ltd.*) 14 702 遷安市金寶商貿 355.27 4 January, 2010 3 January, 2013 60,622.38 有限公司 (Qian’An Golden Point Trading Co.,Ltd.*) 15 703, 705, 國藥前景口腔科技 840.76 9 November, 2009 8 November, 2012 135,791.15 706 （北京）有限公司 (Guoyao Qianjing Stomatology Technology (Beijing) Co., Ltd*) 16 1201, 1202, 安薩爾多信號系統 1,235.36 1 October, 2008 30 September, 2011 207,132.81 1208, 1209 北京有限公司 (Ansaerduo Signal System (Beijing) Co., Ltd*) 17 1203, 1205 英國皇家太陽聯合保險 546.99 1 July, 2008 30 June, 2011 91,675.52 (Royal & Sun Alliance*) 18 1206, 1207 浙大網新合眾軌道 646.77 1 October, 2008 30 September, 2011 108,443.93 交通公司 (Zhengda Wangxinhezhong Railway Transportation Company*) 19 1501 中宇恒業工程造價 278.74 15 May, 2008 14 May, 2011 54,354.30 諮詢公司 (Beijing Zhang Yu Heng Ye Engineering Cost Consulting Co., Ltd .*) 20 1502, 1503 安薩爾多鐵路系統 633.09 1 February, 2009 31 January, 2012 109,999.39 技術服務（北京）有限公司 (Ansaerduo Railway System Technology Services (Beijing) Co., Ltd*)

* For identification purpose only

IV-16 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Gross Floor Monthly No. Units Tenant Area Lease Period Rent (sq.m.) Since End (RMB) 21 1505, 1506 北京積吉勝投資管 562.94 11 April, 2008 10 April, 2011 106,332.33 理有限公司 (Beijing Jijisheng Investment Management Co., Ltd*) 22 1507 加拿大英發能源公司 353 15 May, 2008 14 May, 2011 70,953.00 (Canadian Yingfa Energy Company*) 23 1508 唐山港集團股份有限 331.98 20 September, 19 September, 78,762,00 公司 (Tangshan 2010 2013 Port Group Co.,Ltd.*) 24 806,807 長生人壽保險公司 646.77 1 August, 2010 30 September, 110,167.00 (Nissay-Greatwall 2013 Life Insurance Co., Ltd.*) 25 803,805 國電海運煤有限公司 546.99 8 October, 2010 7 October, 2013 101.489.00 (Guodianhaiyunmei Co., Ltd*) 26 1509 捷迪訊光電技術 269.37 15 August, 2010 14 May, 2012 65,547.00 （北京）有限公司 (Jiedixunguang Photoelectric Technology (Beijing) Co., Ltd*) 27 19/F 華商基金管理有限公司 2,376.22 1 August, 2010 31 October, 2013 549,303.00 (Huashang Fund Management Co.,Ltd*) 28 21/F 中華聯合財產保險股 2,457.92 1 August, 2010 30 September, 590,618.00 份有限公司 (China 2013 United Insurance Holding Company Limited*) 29 108 北京日升天信科技 43.63 1 September, 2007 31 August, 2012 1,327.23 有限公司 (Sunrise Technology Co., Ltd*) Total: 23,845.03 4,383,343.48

* For identification purpose only

IV-17 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. For the unsold portions of the property located at No. 28 Ping’anli West Avenue as mentioned in Note (b) above, Beijing Zhongjing legally owns building ownership and its corresponding land use rights, and is entitled to occupy, use, transfer, benefit, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

ii. The tenancy agreements abovementioned are legal and valid, However these agreements have not been registered. Pursuant to relevant law and regulation, Beijing Zhongjing shall comply registration procedure accordingly.

iii. The following portions of the property are subject to mortgages and the transfer, lease, mortgage and otherwise dispose of such portions shall be subject to the prior consent from the mortgagee:

Date of Property mortgaged Encumbrance No. instruments Creditor

Land Use Rights and Building Bo Jing Fen Di 27 September, Beijing Branch, Ownership of the portion of 1/F, 2/F, (2008) No.2 2008 China Bohai Bank and the whole of 3-5/F, 10/F, 11/F Land Use Rights and Building Bo Jing Fen Di 27 September, Beijing Branch, Ownership of 12/F, 16/F, 19/F (2008) No.1 2008 China Bohai Bank and 20/F

IV-18 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

2. Shanghai Jinhe The property comprises a 6-storey office Various office 162,000,000 R5.06(1)(a-c)(e) (f-g)(i,j) Digital Tower, building with a gross floor area of units with a total Zhangheng Road, approximately 16,805 sq.m., including a gross floor area of (45.5% interests R5.06(2) Shanghai Zhangjiang single storey basement providing 63 approximately attributable to Hi-tech Park, underground car parking spaces with a floor 10,153.02 sq.m. the Group: R5.06(5)(b) Pudong District, area of approximately 5,940 sq.m., erected and 8 underground RMB73,710,000) Shanghai City, on a site with an area of approximately car parking spaces the PRC 7,543 sq.m. (the “Site”). are currently tenanted to various The property was completed in 2007. tenants for a total monthly rent of The Site is held under a Shanghai RMB589,303 for Certificate of Real Estate Ownership for a various terms with land use term to be expired on 28 February, the last one to be 2054 for research use. expired on 30 June, 2013.

The remaining portions of the property are currently vacant.

Notes:

(a) Pursuant to the Shanghai Certificate of Real Estate Ownership Hu Fang Di Pu Zi (2006) No. 036301 dated 1 March, 2004, the land use rights of the property with a site area of approximately 7,543 sq.m. is held by Shanghai Jin He Digital Technology Development Company Limited (上海金鶴數碼科技發展有限公司) (“Shanghai Jinhe”), in which the Group has 45.5% interests, for a land use term to be expired on 28 February, 2054 for research use.

(b) Pursuant to the Construction Works Planning and Completion Certificate Hu Pu Gui Jian Jun No.20071507076 N00037 dated 6 July, 2007, the property with a gross floor area of approximately 16,804.7 sq.m., including a basement with a gross floor area of approximately 5,939.8 sq.m., is held by Shanghai Jin He Digital Technology Development Company Limited (上海金鶴數碼科技發展有限公司), in which the Group has 45.5% interests.

(c) We have valued the property under the use and term of land use rights defined by the Shanghai Certificate of Real Estate Ownership abovementioned. Refer to Note (e)i. and (e)ii. below, we assume that the Group could obtain the building ownership.

IV-19 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) Pursuant to various tenancy agreements, portions of the property are leased to various tenants for various terms with the rental details as below.

Gross Floor No. Units Tenant Area Lease Period Monthly Rent

(sq.m.) Since End (RMB)

1 117-110 上海新潤信息科技有限公司 341.5 1 July, 2010 31 July, 2012 33,239 (Shanghai Xinrun Information Technology Co., Ltd*) 2 603, 604 上海視杰光學科技有限公司 721.72 10 October, 9 October, 46,538 (Shanghai Shejie Sunny 2009 2010 Optical Technology Co., Ltd*) 3 301 明瑞電子(成都)有限公司上海 424.50 15 December, 14 December, 30,987 分公司 (Alpha Networks 2009 2010 (Chengdu) Shanghai Representative*) 4 301A 東莞明瑞電子有限公司 320.00 15 December, 14 December, 23,360 (Dongguan Mingrui 2009 2010 Electronic Co., Ltd*) 5 403 上海新大陸翼碼信息科技有 632.82 15 January, 14 January, 44,271 限公司 (Shanghai 2010 2011 Xindaluyima Information Technology Co., Ltd*) 6 404 上海涵捷信息科技有限公司 238.66 15 January, 14 January, 16,696 (Zhongxin Taifu Engineering 2010 2011 Technology (Shanghai) Co., Ltd*) 7 103 中信泰富工程技術(上海)有限 395.23 15 March, 14 March, 30,054 公司 (Zhongxin Taifu 2010 2011 Engineering Technology (Shanghai) Co., Ltd*) 8 401A 鼎億數碼科技(上海)有限公司 660.50 15 February, 14 March, 48,216 (3Dijoy (Shanghai) Co., 2010 2011 Ltd*) 9 401B 馳廣信息科技(上海)有限公司 84.00 15 February, 14 March, 6,132 (Chiguang Information 2010 2011 Technology (Shanghai) Co., Ltd*) 10 402 鼎億數碼科技(上海)有限公司 607.30 15 March, 14 March, 40,638 (3Dijoy (Shanghai) Co., 2010 2011 Ltd*) 11 602A, 602B上海銳英信息安全技術有限公司 390.06 8 October, 7 October, 27,288 (Shanghai Ruiying 2009 2010 Information Safty Technology Co., Ltd*)

* For identification purpose only

IV-20 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Gross Floor No. Units Tenant Area Lease Period Monthly Rent

(sq.m.) Since End (RMB)

12 601A, 601B 深圳市卓尼斯科技有限公司 157.73 1 July, 2010 30 June, 2011 11,994 (Shenzhen Zhuo Nisi Technology Co., Ltd.*) 13 601D, 601E, 席世瑪生物化工產品貿易 486.03 15 December, 14 December, 34,001 602C, 602D (上海)有限公司 (Xishima 2008 2011 Biological Engineering (Shanghai) Co., Ltd*) 14 601C 席世瑪生物化工產品貿易 100.53 15 April, 2010 14 December, 7,032 (上海)有限公司 (Xishima 2011 Biological Engineering (Shanghai) Co., Ltd*) 15 503, 504 方泰電子科技有限公司 760.30 1 April, 2009 31 March, (2009.4.1 - (Fangtai Electronic 2012 2010.3.31 Technology Co., Ltd*) monthly rent: 50,876; 2010.4.1 - 2012.3.31 montly rent: 43,939) 16 501-6, 泰肯諾華信息技術(上海)有限 420.32 1 April, 2009 31 March, (2009.4.1 - 501-5, 公司 (Teknovus (Shanghai) 2011 2010.3.31 501-4, 501-3 Co., Ltd*) monthly rent: (West) 30,683; 2010.4.1 - 2011.3.31 monthly rent: 29,405) 17 502A 泰肯諾華信息技術(上海)有限 439.37 9 January, 8 February, 28,064 公司 (Teknovus (Shanghai) 2010 2011 Co., Ltd*) 18 501-3 (East), 上海福璟科技有限公司 488.62 1 April, 2009 30 September, 34,183 501-2, (Previously 上海賽樂葳科技 2010 501-1, 502 B 有限公司) (Shanghai Fujing Technology Co., Ltd*) 19 204B 上海麗正軟件技術有限公司 241.85 20 November, 19 December, 16,919 (Shanghai Lizheng Software 2009 2010 Technology Co., Ltd*) 20 Room 06 上海視杰光學科技有限公司 521.50 20 April, 2010 9 October, 9,763 Underground (Shanghai Shejie Sunny 2010 Warehouse Optical Technology Co., Ltd*)

* For identification purpose only

IV-21 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Gross Floor No. Units Tenant Area Lease Period Monthly Rent

(sq.m.) Since End (RMB)

21 Underground 上海科惠餐飲管理有限公司 1,117.75 1 July, 2008 30 June, 2013 Rent free for Restaurant (Shanghai Kehui the whole Management Co., Ltd*) tenancy period (lessee to decorate) 22 Room 02 上海視杰光學科技有限公司 325.89 1 April, 2010 9 October, 6,101 Underground (Shanghai Shejie Sunny 2010 Warehouse Optical Technology Co., Ltd*) 23 201 上海百鼎信息技術有限公司 276.84 1 September, 31 August, 17,683 (Baiding Information 2010 2012 Technology Co., Ltd*) 24 No.119 張林 (Zhanglin*) 1 June, 2009 30 November, 400 Underground 2010 Car Parking Space 25 No.154, 泰肯鍩華信息技術(上海)有限 24 July, 2009 23 July, 2011 800 No.155 公司 (Teknovus (Shanghai) Underground Co., Ltd*) Car Parking Space 26 No.159 泰肯鍩華信息技術(上海)有限 3 November, 2 November, 400 Underground 公司 (Teknovus (Shanghai) 2009 2010 Car Parking Co., Ltd*) Space 27 No.150, 泰肯鍩華信息技術(上海)有限 7 June, 2010 6 June, 2011 800 No.151 公司 (Teknovus (Shanghai) Underground Co., Ltd*) Car Parking Space 28 No.152 泰肯鍩華信息技術(上海)有限 20 November, 19 November, 400 Underground 公司 (Teknovus (Shanghai) 2009 2010 Car Parking Co., Ltd*) Space

Total: 10,153.02 589,303

* For identification purpose only

IV-22 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Shanghai Jinhe legally owns the land use rights of the property as mentioned in Note (a) above, and is legally entitled to occupy, use, transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term. Shanghai Jinhe shall apply buildings title registration of “other uses” type under the Official Document of Planning and Land Administration Bureau of Shanghai Pudong New Area (Hu Pu Gui Tu Di (2009) No. 132), and there is no substantial legal obstacles on obtaining such registration. Since title registration, Shanghai Jinhe legally owns the building ownership and the corresponding land use rights of the property, and is legally entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

ii. Pursuant to the Shanghai Certificate of Real Estate Ownership as mentioned in Note (a) above, the land use rights of the property is held for research use. If Shanghai Jinhe intend to convert the land use to commercial use, Shanghai Jinhe is required to apply for the approval of land use alternation, and a supplementary land premium is payable by Shanghai Jinhe. Since the procedures are accomplished, Shanghai Jinghe shall submit the application for land registration as commercial use regarding the property.

iii. The tenancy agreements abovementioned are legal and valid. However these agreements have not been registered. Pursuant to relevant law and regulation, Shanghai Jinhe shall comply registration procedure accordingly.

(f) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Yes (v) Construction Works Commencement Permit Yes (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report Yes

IV-23 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

3. Room 602, Block 6, The property comprises 3 residential units Units 602 and 8,870,000 R5.06(1)(a-c)(e) (f-g)(i,j) Room 1003 and with a total gross floor area of 1103, with a total Room 1103, Block approximately 541 sq.m.. gross floor area of (70.0% interests r5.06(2) 11, Ever Bright approximately 392 attributable to Hongqiao Garden, The property was completed in 2000. sq.m. are tenanted the Group: Lane 269 Cheng Jia to 2 tenants for a RMB6,209,000) R5.06(5)(b) The property is held under various Shanghai Qiao Road, total monthly rent Certificate of Real Estate Ownership for a Minxing District, of RMB7,500 for land use term to be expired on 7 August, Shanghai City, lease terms until 2067 for residential use. the PRC 14 May, 2010 and 31 March, 2010 respectively.

Unit 1003, with a gross floor area of approximately 148 sq.m., is currently vacant.

Notes:

(a) Pursuant to the following Shanghai Certificate of Real Estate Ownership dated 24 July, 2003, the property with a total gross floor area of approximately 540.55 sq.m. is held by Shanghai Everbright Property Development Company Limited (上海光大置業發展有限公司) (“Shanghai Everbright”), in which the Group has 70.0% interests, for a land use term to be expired on 7 August, 2067 for residential use.

Unit No. Shanghai Certificate of Real Estate Ownership Certificate Number Gross Floor Area (sq.m.)

602 Hu Fang Di Min Zi (2003) No. 051022 244.21 1003 Hu Fang Di Min Zi (2003) No. 051009 148.17 1103 Hu Fang Di Min Zi (2003) No. 051008 148.17

Total: 540.55

IV-24 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(b) Pursuant to 2 tenancy agreements, portions of the property are leased to various tenants for various terms with the rental details as below. We were further advised by the Group, the tenancies have not been extended. However, the property were occupied by previous tenants.

Gross Floor No. Units Area Tenant Lease Period Monthly Rent (Sq.m.) (RMB)

1 Room 1103, Block 11 148.17 Wang Tingyun 2009.04.01 - 2010.3.31 3,500 (汪庭芸) 2 602, Block 6 244.21 Tian Tian 2009.05.15 - 2010.05.14 4,000 (田田)

Total: 392.38 7,500

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Shanghai Everbright legally owns the building ownership and the corresponding land use rights of the property as mentioned in Note (a) above, and is legally entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

ii. Shanghai Everbright has not signed the renewal contract of the tenancy agreements with the tenants, and therefore shall be treated as a non-fixed term lease. According to relevant law and regualtion, the lease abovementioned are legal and vaild. Both parties are able to terminate the contract at all times, however Shanghai Everbright should give the tenant a reasonable notice period to terminate the contract.

IV-25 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

4. Rooms 801 and 802, The property comprises 2 office units with a Units 801 and 802 4,750,000 R5.06(1)(a-c)(e) (f-g)(i,j) Block C, Ever Bright total gross floor area of approximately 270 are tenanted to 2 Convention and sq.m. in a 30 storey office tower. tenants for a total (70.0% interests R5.06(2) Exhibition Center, monthly rent of attributable to No. 70 Caobao The property was completed in 2002. RMB23,700.6 for the Group: Road, lease terms until RMB3,325,000) R5.06(5)(b) The property is held under various Shanghai Xuhui District, 30 September, Certificate of Real Estate Ownership for a Shanghai City, 2010 and 31 land use term to be expired on 3 September, the PRC December, 2010 2042 for office use. respectively.

Notes:

(a) Pursuant to the following Shanghai Certificate of Real Estate Ownership dated 9 September, 2002, the property with a total gross floor area of approximately 269.72 sq.m. is held by Shanghai Everbright Property Development Company Limited (上海光大置業發展有限公司) (“Shanghai Everbright”), in which the Group has 70.0% interests, for a land use term to be expired on 3 September, 2042 for office use.

Unit No. Shanghai Certificate of Real Estate Ownership Certificate Number Gross Floor Area (sq.m.)

801 Hu Fang Di Shi Zi (2002) No. 008993 130.20 802 Hu Fang Di Shi Zi (2002) No. 008994 139.52

Total: 269.72

Gross Floor No. Units Area Tenant Lease Period Monthly Rent (Sq.m.) (RMB)

1 801 130.20 Liu Xiaoying (劉曉穎) 2009.10.01 - 2010.9.30 9,900.6 2 802 139.52 Air Power Transmission 2009.01.01 - 2009.12.31 13,800 System (Shanghai) Co., Ltd. (空氣動力輸送系統 (上海) 有限公司)

Total: 269.72 23,700.60

IV-26 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

ii. The tenancy agreements abovementioned are legal and valid. However these agreements have not been registered. Pursuant to relevant law and regulation, Shanghai Everbright shall comply registration procedure accordingly.

IV-27 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

5. 3 ground floor retail The property comprises 3 unsold ground The property is 20,200,000 R5.06(1)(a-c)(e) (f-g)(i,j) units located at No. floor retail units of the clubhouse of Block tenanted to various 87, 89 and 91 B5 with a total gross floor area of tenants for a total (70.0% interests R5.06(2) Rongjing Road, approximately 871 sq.m. monthly rent of attributable to clubhouse of Block RMB86,594 for the Group: R5.06(5)(b) B5, Phase B, The property was completed in 2001. various terms with RMB14,140,000) Ever Bright Gardens, the last one to be The property is held under a State-owned Rongjing Road, expired on 30 Land Use Rights Certificate for a land use Haizhu District, September, 2012. Guangzhou City, term expiring on 29 September, 2069 for Guangdong Province, residential use and 29 September, 2049 for the PRC other uses.

Notes:

(a) Pursuant to following State-owned Land Use Rights Certificate, the land use rights of the property has been granted to Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司) (“Guangzhou Everbright”), in which the Group has 70.0% interests, for comprehensive use.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/ Term (sq.m)

Sui Fu Guo Yong (1999) 15 October, 1999 43,541.00 Residential: 29 September, 2069 Zi No. Te 204 Others: 29 September, 2049

Total: 43,541.00

IV-28 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(b) Pursuant to the following Guangzhou City Real Estate Title and Rights Certificates, which the property is located therein, with gross floor area of approximately 9,489.11 sq.m. has been held by Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司), in which the Group has 70.0% interests, for comprehensive and residential uses.

Guangzhou City Real Estate Title and Rights Gross Floor Block Certificate Number Date of Issuance Area Use/Term (sq.m)

No. 83-89 Rongjing 06 Deng Ji Zi No. 30 October, 2007 9,032.57 Clubhouse: Road, B5 01149784 40 years and 50 years from 29 September, 1999 No. 91 Rongjing 06 Deng Ji Zi No. 19 December, 2006 456.54 Clubhouse: Road, B5 01143929 40 years from 29 September, 1999

Total: 9,489.11

(c) Pursuant to 2 tenancy agreements, portions of the property are leased to various tenants for various terms with the rental details as below. We were further advised by the Group, the property No. 2 below is occupied by the tenant without a valid tenancy agreement.

Gross Floor No. Units Area Tenant Lease Period Monthly Rent (Sq.m.) (RMB)

1 Ground Floor 478.06 ICBC Co., Ltd. 2007.10.1 - 2012.9.30 76,489 Retail Units, No.87 Guangzhou Gongye Rongjing Road Avenue Branch (中國工商銀行股份有限公司廣州工業大道支行) 2 Ground Floor 392.54 Guangzhou Haizhu 2007.8.1 - 2009.9.30 10,105 Retail Units, No.91 District Chuyuan Rongjing Road Restaurant (廣州市海珠區楚園飯店)

Total: 870.6 86,594

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Guangzhou Everbright has paid the land premium in respect of the site occupied in full. For the unsold portions of the property as mentioned in Note (b) above, Guangzhou Everbright legally owns building ownership and its corresponding land use rights, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

ii. The tenancy agreements as mentioned in No. 1 of Note (c) above has been registered, and are legal, valid, enforceable and binding on both parties during the lease term.

iii. Regarding the property as mentioned in No. 2 of Note (c) above, Guangzhou Everbright has not signed the renewal contract of the tenancy agreement with the tenant, and therefore shall be treated as a non-fixed term lease. According to relevant law and regualtion, the lease abovementioned are legal and vaild. Both parties are able to terminate the contract at all times, however Shanghai Everbright should give the tenant a reasonable notice period to terminate the contract.

IV-29 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Group II — Property interests held by the Group for sale or occupation in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

6. The remaining The property comprises the remaining The whole of 561,000,000 R5.06(1)(a-c) (f-g)(i,j) unsold portions, unsold office units with a total gross floor Level 20 of the Tower 1, Ever Bright area of approximately 14,649 sq.m., property with a (70.0% interests World Center, ancillary areas with a total gross floor area gross floor area of attributable to No.28 Ping’anli of approximately 2,479 sq.m., and 316 approximately the Group: West Avenue, underground car parking spaces in Tower 1 2,309 sq.m. is RMB392,700,000) R5.06(5)(c)(d) Xicheng District, of Ever Bright World Center (the occupied by the Beijing City, “Development”). Group as an Please refer to the PRC office. Note (d) for details The Tower 1 of Ever Bright World Center, occupying a site with area of approximately The whole of 7,359 sq.m. (the “Site”) and with a gross Level 19 of the floor area of approximately 66,381 sq.m., is property with a a 20-storey office building (without 4/F,13/F gross floor area of and 14/F in floor numbering) plus a approximately 4-storey underground carpark. 2,355 sq.m. is temporarily The property was completed in 2007. converted to a show room. The Site is held under the State-owned Land Use Rights Certificate for a land use term The remaining to be expired on 6 March, 2054 for office parts of the and car parking uses. property are currently vacant.

Notes:

(a) Pursuant to the State-owned Land Use Rights Certificate Jing Xi Guo Yong (2005 Chu) No. 20267 dated 31 October, 2005, the land use rights of the Site with area of approximately 7,358.65 sq.m. has been granted to Beijing Zhong Jing Yi Yuan Real Estate Development Company Limited (北京中京藝苑房地產開發有限責任公司)(ЉBeijing ZhongjingЉ), in which the Group has 70.0% interests, for a land use term to be expired on 6 March, 2054 for office and car parking uses.

(b) Pursuant to Building Ownership Certificate X Jing Fang Quan Zheng Xi Gu Zi No.010671 dated 10 September, 2008, the 3 buildings of No. 26, 28 and 30 Ping’anli West Avenue, which the property is located therein, with a gross floor area of approximately 136,207.78 sq.m. are held by Beijing Zhong Jing Yi Yuan Real Estate Development Company Limited (北京中京藝苑房地產開發有限責任公司), in which the Group has 70.0% interests.

(c) The whole of Level 20 of the property was occupied by the Group as an office. We are of the opinion that the market value of this portion of the property for self occupation as at the Date of Valuation was in the sum of RMB83,000,000 (70.0% attributable to the Group: RMB58,100,000). Such value has been included in the capital value.

IV-30 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) As advised by the Group, portions of the property, with a total gross floor area of approximately 2,479 sq.m., are non-transferable and held for ancillary uses. We have, therefore, ascribed “no commercial value” to such portion of property.

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. For the unsold portions of the property located at No. 28 Ping’anli West Avenue as mentioned in Note (b) above, the Beijing Zhongjing legally owns building ownership and its corresponding land use rights, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

ii. The following portions of the property are subject to mortgages and the transfer, lease, mortgage and otherwise dispose of such portions shall be subject to the prior consent from the mortgagee:

Date of Property mortgaged Encumbrance No. instruments Creditor

Land Use Rights and Building Bo Jing Fen Di 27 September, Beijing Branch, Ownership of the portion of 1/F, 2/F, (2008) No.2 2008 China Bohai and the whole of 3-5/F, 10/F, 11/F Bank Land Use Rights and Building Bo Jing Fen Di 27 September, Beijing Branch, Ownership of 12/F, 16/F, 19/F and (2008) No.1 2008 China Bohai 20/F Bank

IV-31 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

7. Rooms 701 and 702, The property comprises 2 office units with a The property is 4,750,000 R5.06(1)(a-c) (f-g)(i,j) Block C, Ever Bright total gross floor area of approximately 270 currently occupied Convention and sq.m. in a 30 storey office tower. by the Group as an (70.0% interests Exhibition Center, office. attributable to No. 70 Caobao The property was completed in 2002. the Group: Road, RMB3,325,000) R5.06(5)(c) Xuhui District, The property is held under various Shanghai Shanghai City, Certificate of Real Estate Ownership the PRC Certificate for a land use term to be expired on 3 September, 2042 for office use.

Notes:

(a) Pursuant to the following Shanghai Certificate of Real Estate Ownership dated 9 September, 2002, the property with a total gross floor area of approximately 269.72 sq.m. is held by Shanghai Everbright Property Development Company Limited (上海光大置業發展有限公司)(ЉShanghai EverbrightЉ), in which the Group has 70.0% interests, for a land use term to be expired on 3 September, 2042 for office use.

Unit No. Shanghai Certificate of Real Estate Ownership Certificate Number Gross Floor Area (sq.m.)

701 Hu Fang Di Shi Zi (2002) No. 008991 130.20 702 Hu Fang Di Shi Zi (2002) No. 008992 139.52

Total: 269.72

(b) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

IV-32 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

8. Units 202, 401, 402 The property comprises 4 unsold Level 2 The property is 13,300,000 R5.06(1)(a-c) (f-g)(i,j) and 403, and Level 4 office units of the clubhouse of occupied by the B5 Clubhouse, Block B5 with a total gross floor area of Group as an (70.0% interests Phase B, approximately 1,699 sq.m. office. attributable to Ever Bright Gardens, the Group: Rongjing Road, The property was completed in 2001. RMB9,310,000) R5.06(5)(c)(d) Haizhu District, Guangzhou City, The land use rights of property is held Guangdong Province, under a State-owned Land Use Rights the PRC Certificate for various land use term expiring on 29 September, 2069 for residential use and 29 September, 2049 for other uses.

Notes:

(a) Pursuant to following State-owned Land Use Rights Certificate, the land use rights of the property has been granted to Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司), in which the Group has 70.0% interests, for comprehensive use.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/Term (sq.m)

Sui Fu Guo Yong (1999) Zi 15 October, 1999 43,541.00 Residential: 29 September, 2069 No. Te 204 Others: 29 September, 2049

Total: 43,541.00

IV-33 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Guangzhou City Real Estate Title and Rights Gross Floor Block Certificate Number Date of Issuance Area Use/Term (sq.m)

No. 83-89 Rongjing 06 Deng Ji Zi No. 30 October, 2007 9,032.57 Comprehensive: Road, B5 01149784 40 years and 50 years from 29 September, 1999 No. 91 Rongjing 06 Deng Ji Zi No. 19 December, 2006 456.54 Comprehensive: Road, B5 01143929 40 years from 29 September, 1999

Total: 9,489.11

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. The Group has paid the land premium in respect of the site occupied in full. For the unsold portions of the property as mentioned in Note (b) above, the Group legally owns building ownership and its corresponding land use rights, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

IV-34 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

9. The clubhouse The property comprises a 5-storey Portions of the No Commercial Value R5.06(1)(a-c) (f-g)(i,j) and various car clubhouse with a gross floor area of property with a parking spaces, approximately 4,772 sq.m. and 444 car total gross floor R5.06(5)(c)(d) Beijing Ever parking spaces. area of Bright Garden, approximately Wanliu Middle Road, The property was completed in 2003. 4,190 sq.m. are Haidian District, currently tenanted The property is held under various Beijing City, to various tenants State-owned Land Use Rights Certificates the PRC for a total monthly for various land use terms with the last one rent of to be expired on 8 August, 2070 for RMB111,701 for residential and carpark uses. various terms with the last one to be expired on 4 February, 2014.

The remaining portions of the property are currently vacant.

Notes:

(a) Pursuant to the following State-owned Land Use Rights Certificates, the land use rights of the property, has been granted to China Ever Bright Real Estate Development Limited (中國光大房地產開發有限公司)(ЉChina EverbrightЉ), in which the Group has 70.0% interests.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/Expiry Date (sq.m.)

Jing Hai Guo Yong (1999 Chu) 7 February, 2001 14,455.17 Residential: 8 August, 2069 Zi No. 1155 Jing Hai Guo Yong (2000 Chu) 19 October, 2000 14,744.30 Residential: 8 August, 2070 Zi No. 1402 Carpark: 8 August, 2050

Total: 29,199.47

(b) As advised by the Group, the Group has not obtained any Building Ownership Certificate of the property. We have, therefore, ascribed “no commercial value” to the property. Had the Group obtained all the Building Ownership Certificates of the property, the capital value of the property as at the date of valuation would be in the sum of RMB110,000,000 (70.0% attributable to the Group: RMB77,000,000).

IV-35 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. China Everbright has paid the land premium in respect of the Site in full according to the State-owned Land Use Rights Grant Contract.

ii. Regarding the clubhouse portion of the property, China Everbright legally owns the construction works and corresponding land use rights thereof, and duly obtained Construction Land Use Planning Permit, Construction Works Planning Permit, Construction Works Commencement Permit. However, China Everbright did not receive Construction Works Completion Certified Report. The clubhouse was put in use without obtaining the acceptance upon completion. According to relevant law and regulation, China Everbright shall complete relevant inspection and registration procedures. Had China Everbright obtained the Building Ownership Certificate for the clubhouse, China Everbright would be entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

iii. Regarding the car parking spaces portion of the property, China Everbright legally owns the construction work and corresponding land use rights, and duly obtained the Construction Works Completion Report. Had China Everbright obtained the Building Ownership Certificate for the car parking spaces, China Everbright would be entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

(d) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Yes (v) Construction Works Commencement Permit Yes (vi) Pre-sale Permit No (vii) Construction Works Completion Certified Report Part

IV-36 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

10. Various car parking The property comprises 307 underground The property is 49,100,000 R5.06(1)(a-c) (f-g)(i,j) spaces, Ever Bright car parking spaces in Shuimo Scene. currently operated Shuimo Scene, by the Group as a (70.0% interests Wanliu The property was completed in 2005. carpark. attributable to Middle Road, the Group: The property is held under various Haidian District, RMB34,370,000) R5.06(5)(c) Beijing City, State-owned Land Use Rights Certificates the PRC for various land use terms to be expired on 5 July, 2073 for residential use, 5 July, 2043 for ancillary facility use and 5 July, 2053 for underground carpark use.

Notes:

(a) Pursuant to State-owned Land Use Rights Certificate Jing Hai Guo Yong (2003 Chu) Zi No. 2534 dated 18 February, 2004, the land use rights of part of the Development with a site area of approximately 32,550.08 sq.m., which the property is located therein, has been granted to China Ever Bright Real Estate Development Limited (中國光大房地產開發有限公司)(ЉChina EverbrightЉ), in which the Group has 70.0% interests, to be expired on 5 July, 2073 for residential use, to be expired on 5 July, 2043 for ancillary facility use and to be expired on 5 July, 2053 for underground carpark use.

(b) Pursuant to Building Ownership Certificate Jing Fang Quan Zheng Hai She Zi No. 0038031 dated 4 August, 2005, the building ownership of the property, with a gross floor area of approximately 90,606.87 sq.m. and an underground car park, which the property is located therein, has been held by China Ever Bright Real Estate Development Limited (中國光大房地產開發有限公司), in which the Group has 70.0% interests.

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. For the unsold car parking spaces of the property as mentioned in Note (b) above, China Everbright legally owns building ownership and its corresponding land use rights, and is legally entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

IV-37 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

11. The clubhouse and The property comprises the 2-storey The property is 80,800,000 R5.06(1)(a-c) (f-g)(i,j) various car parking clubhouse with a gross floor area of currently vacant. spaces, approximately 2,241 sq.m. and 329 car (70.0% interests Master Piece, parking spaces in Master Piece (the attributable to the Beiyuan Road, “Development”). Group: Chaoyang District, RMB56,560,000) R5.06(5)(d) Beijing City, The property was completed in 2004. the PRC The property is held under a State-owned Land Use Rights Certificate for various land use terms to be expired on 27 August, 2071 for residential use, 17 August, 2042 for ancillary facility use and 17 August, 2052 for underground carpark use.

Notes:

(a) Pursuant to State-owned Land Use Rights Certificate Jing Chao Guo Yong (2002 Chu) Zi No. 0281 dated 20 March, 2003, the land use rights of part of the Development with a site area of approximately 36,650.86 sq.m., which the property is located therein, were granted to Beijing Everbright Real Estate Development Limited (北京光大房地產開發有限公司), in which the Group has 70.0% interests, to be expired on 27 August, 2071 for residential use, 17 August, 2042 for ancillary facility use and 17 August, 2052 for underground carpark use.

(b) Pursuant to Building Ownership Certificate Jing Fang Quan Zheng Chao Qi 04 Zi No. 00915, the building ownership of the property, with a gross floor area of approximately 108,891.5 sq.m., and an underground car park, which the property is located therein, has been held by Beijing Everbright Real Estate Development Limited (北京光大房地產開發有限公司), in which the Group has 70.0% interests.

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. For the unsold clubhouse and car parking spaces of the property as mentioned in Note (b) above, Beijing China Overseas Grand Oceans Property Co., Ltd. (北京中海宏洋地產有限公司) previously known as Beijing Everbright Real Estate Development Limited, legally owns building ownership and its corresponding land use rights, and is legally entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

IV-38 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

12. The unsold portions The property comprises various residential The property is 1,420,000,000 R5.06(1)(a-c) (f-g)(i,j) of Academic Sect, units with a total gross floor area of currently vacant. Xue Yuan approximately 7,114 sq.m., various retail (70.0% interests South Road, units with a total gross floor area of attributable to Haidian District, approximately 19,340 sq.m., various office the Group: Beijing City, units with a total gross floor area of RMB994,000,000) R5.06(5)(d) the PRC approximately 20,655 sq.m and 326 saleable underground car parking spaces forms the whole unsold portions of Academic Sect (“the Development”).

The Development, occupying a site with area of approximately 14,151 sq.m. (the “Site”), has been developed into a comprehensive development with a total gross floor area of approximately 112,192 sq.m..

The property was completed in 2009.

The Site is held under a State-owned Land Use Rights Certificate for various land use terms with the expiry dates on 30 August, 2044 for retail and underground retail uses, 30 August, 2054 for office and underground carpark uses and 30 August, 2074 for residential and apartment uses.

Notes:

(a) Pursuant to State-owned Land Use Rights Grant Contract Jing Di Chu He Zi (2004) No. 1302 dated 20 September, 2005 and 3 supplement contracts dated 20 September, 2005, 11 February, 2008 and 8 January, 2010 respectively, a site with a total site area of approximately 14,150.51 sq.m. has been contracted to be granted to Beijing Zhong Shun Chao Ke Property Development Company Limited (北京中順超科房地產開發有限公司)(ЉZhongshun ChaokeЉ), in which the Group has 70.0% interests, for a consideration of RMB123,373,206 with a land use term of 40 years for retail, 70 years for residential and apartment, 50 years for office and underground car parking spaces.

(b) Pursuant to the State-owned Land Use Rights Certificate Jing Hai Guo Yong (2005 Chu) No. 3553 dated 24 November, 2005, the land use rights of the property with a site area of approximately 14,150.51 sq.m. has been granted to Beijing Zhong Shun Chao Ke Property Development Company Limited (北京中順超科房地產開發有限公司), in which the Group has 70.0% interests, for various terms with the expiry dates of 30 August, 2044 for retail and underground retail uses, 30 August, 2054 for office and underground carpark uses, and 30 August, 2074 for residential and apartment uses.

(c) Pursuant to the Building Ownership Certificate X Jing Fang Quan Zheng Hai Zi No.180177 dated 29 June, 2010, the building ownership of the property, with a total gross floor area of approximately 112,191.53 sq.m., is held by Beijing Zhong Shun Chao Ke Property Development Company Limited (北京中順超科房地產開發有限公司).

IV-39 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) As advised by the Group, portions of the property with a total gross floor area of approximately 6,100 sq.m. that have been contracted to be sold for RMB183,261,600. We have included the value of these parts in the capital value above..

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisor, which contains, inter alia, the following information:

i. Zhongshun Chaoke has paid the land premium in respect of the Site in full. Regarding the completed and unsold portions of the property, Zhongshun Chaoke legally owns land use rights of the property as mentioned in Note (b) and (c) above, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights of the property within the land use term.

ii. Regarding the portions of the property with no relevant construction permits as mentioned in note (d) above, Zhongshun Chaoke has paid the supplement land premium and penalty fee as required by Beijing Municipal Planning Committee. Zhongshun Chaoke has obtained the Building Ownership Certificate for the portion of the property as mentioned in Note (d) above, and is legally entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose the building ownership and corresponding land use rights of the property.

(f) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Part (v) Construction Works Commencement Permit Part (vi) Pre-sale Permit Part (vii) Construction Works Completion Certified Report Part

IV-40 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

13. The unsold portions The property comprises various residential The property is 344,000,000 R5.06(1)(a-c) of Phase A to units with a total gross floor area of currently vacant. (f-g)(i,j) Phase E, approximately 912 sq.m., various retail shop (70.0% interests Ever Bright Gardens, units with a total gross floor area of attributable to Rongjing Road, approximately 11,019 sq.m. and 752 the Group: Haizhu District, underground car parking spaces. RMB240,800,000) R5.06(5)(c)(d) Guangzhou City, Guangdong Province, The property was completed in between the PRC 2002 and 2007.

The land use rights of property is held under various State-owned Land Use Rights Certificates for various terms to be expired for 70 years for residential use from 30 January, 2002, 1 May, 2004 and 11 November, 2005 respectively, 40 years for retail, tourism and entertainment uses from 30 January, 2002, 50 years for other uses from 30 January, 2002.

Notes:

(a) Pursuant to the following State-owned Land Use Rights Certificates, the land use rights with a site area of approximately 299,005.73 sq.m. has been granted to Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司)(ЉGuangzhou EverbrightЉ), in which the Group has 70.0% interests, for various land use terms.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/ Term (sq.m)

Sui Fu Guo Yong (2002) 26 February, 2002 26,476.65 Residential: 70 years Zi No. Te 018 Retail, Tourism and Entertainment: 40 years Other Uses: 50 years Starting from 30 January, 2002 Sui Fu Guo Yong (2002) 26 February, 2002 61,167.08 Residential: 70 years Zi No. Te 019 Retail, Tourism and Entertainment: 40 years Other Uses: 50 years Starting from 30 January, 2002 Sui Fu Guo Yong (2004) 9 May, 2004 21,112 Residential: 70 years Zi No. 82 Starting from 1st May, 2004 Sui Guo Yong (2005) 28 November, 2005 90,336 Residential: 70 years No. 291 Starting from 11 November, 2005 Sui Fu Guo Yong (1999) 15 October, 1999 43,541 Residential: 70 years to 29 Zi No. Te 204 September, 2069; Other Uses: 50 years to 29 September, 2049 Sui Fu Guo Yong（2000） 25 September, 56,373.00 Residential: 70 years; Retail, Zi No. Te 0151 2000 Tourism and Entertainment Uses: 40 years Other Uses: 50 years

Total: 299,005.73

IV-41 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(b) Pursuant to the following Guangzhou City Real Estate Title and Rights Certificates, following development with a total gross floor area of approximately 605,007.8084 sq.m., which the property is located therein, has been held by Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司), in which the Group has 70.0% interests, for various uses.

Guangzhou City Real Estate Title and Rights Certificate Gross Floor Number Date of Issuance Area Use/ Term (sq.m)

03 Deng Ji Zi No.156990 7 January, 2004 21,254.89 Comprehensive: 70 years from 30 July, 2000 03 Deng Ji Zi No. 30210 28 April, 2003 7,079.09 Residential 70 years from 29 September, 1999 Other Uses: 50 years or 40 years from 29 September, 1999 03 Deng Ji Zi No. 30220 28 April, 2003 18,236.78 Comprehensive: 70 years from 29 September, 1999 Zheng Shen Zi 02 26 August, 2002 11,725.49 Residential: 70 years from 30 July, Deng Ji No. 99841 2000 Other Uses: 50 years from 30 July, 2000 03 Deng Ji Zi No. 142390 31 October, 2003 40,287.79 Comprehensive: 70 years from 30 July, 2000 Other Uses: 50 years or 40 years from 30 July, 2000 08 Deng Ji No.01804410 18 September, 2008 33,705.6406 Residential: 40 years or 70 years from 11 November, 2005 08 Deng Ji No.01804403 18 September, 2008 46,446.3321 Residential: 40 years or 70 years from 11 November, 2005 08 Deng Ji No.01804402 18 September, 2008 45,565.1082 Residential: 40 years or 50 years from 11 November, 2005 06 Deng Ji Zi No.01149784 30 October, 2007 9,032.57 Comprehensive: 40 years or 50 years from 29 September, 1999 06 Deng Ji Zi No.1005966 27 January, 2006 78,986.86 Comprehensive: 40 years, 50 years, or 70 years from 30 January, 2002 09 Deng Ji No.01804428 23 June, 2009 26,299.9303 — 06 Deng Ji Zi No.01143929 19 December, 2006 456.54 40 years from 29 September, 1999 06 Deng Ji Zi No.01072802 1 August, 2006 36,460.50 Retail: 40 Years from 1 May, 2004 Residential: 70 Years from 1 May, 2004 Other Uses: 50 Years from 1 May, 2004 06 Deng Ji Zi No.01072804 1 August, 2006 12,623.9439 Residential: 70 Years from 1 May, 2004 Other Uses: 50 Years from 1 May, 2004 06 Deng Ji Zi No.01072805 1 August, 2006 12,642.2490 Residential: 70 Years from 1 May, 2004 Other Uses: 50 Years from 1 May, 2004 06 Deng Ji Zi No.01005958 22 February, 2006 31,197.55 40 years, 50 years and 70 years from 30 January, 2002

IV-42 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Guangzhou City Real Estate Title and Rights Certificate Gross Floor Number Date of Issuance Area Use/ Term (sq.m)

06 Deng Ji Zi No.01005955 22 February, 2006 23,594.28 40 years, 50 years and 70 years from 30 January, 2002 06 Deng Ji Zi No.01005968 22 February, 2006 21,786.43 50 years and 70 years from 30 January, 2002 06 Deng Ji Zi No.01005972 22 February, 2006 21,657.52 50 years and 70 years from 30 January, 2002 06 Deng Ji Zi No.1005944 20 January, 2006 23,212.73 40 years, 50 years and 70 years from 30 January, 2002 08 Deng Ji No.01804407 18 September, 2008 22,226.0602 70 years from 11 November, 2005 08 Deng Ji No.01804408 27 August, 2008 17,989.0080 50 years and 70 years from 11 November, 2005 08 Deng Ji No.01804409 18 September, 2008 20,267.6912 40 years and 70 years from 11 November, 2005 08 Deng Ji No.01804411 27 August, 2008 22,272.8228 50 years and 70 years from 11 November, 2005

Total: 605,007.8084

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. For the unsold portions of the property as mentioned in Note (b) above. Guangzhou Everbright legally owns building ownership and its corresponding land use rights, and is legally entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights within the land use term.

ii. The following portions of the property are subject to mortgages and the transfer, lease and mortgage of such portions shall be subject to the prior consent from the mortgagee:

Guangzhou City Real Estate Title and Rights Certificates Date of mortgaged Encumbrance No. instruments Creditor

08 Deng Ji 01804403 (2009) Nian Tian 25 May, 2009 Guangzhou Tianhe Sub-branch, 08 Deng Ji 01804402 Di Zi No.15 China Construction Bank

IV-43 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

14. The unsold portions The property comprises 7 residential units The property is 209,000,000 R5.06(1)(a-c) (f-g)(i,j) of Phase K South with a total gross floor area of currently vacant. and North Sections, approximately 519 sq.m., 60 retail units (70.0% interests Ever Bright Gardens, with a total gross floor area of attributable to Rongjing Road, approximately 2,393 sq.m. and 686 the Group: Haizhu District, underground car parking spaces forms the RMB146,300,000) R5.06(5)(d) Guangzhou City, unsold portions of Phase K South and North Guangdong Province, Sections of Guangzhou Ever Bright Gardens the PRC (Phase J, K South and K North sections referred to as the “Development”).

As advised, the Development, occupying a site with an area of approximately 129,499 sq.m. (the “Site”), will be developed into a comprehensive development with a total gross floor area of approximately 365,635 sq.m. comprising various residential units with a total gross floor area of approximately 288,264 sq.m., various retail shop units with a total gross floor area of approximately 2,950 sq.m. and 1,340 underground car parking spaces.

The property was completed between 2009 and 2010.

The Site is held under a State-owned Land Use Rights Certificate for various land use terms of 70 years for residential use, 40 years for retail, tourism, entertainment uses and 50 years for other uses from 20 January, 2005.

IV-44 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Notes:

(a) Pursuant to following State-owned Land Use Rights Certificates, the land use rights with a site area of approximately 177,479 sq.m., which the property is located therein, has been granted to Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司) (“Guangzhou Everbright”), in which the Group has 70.0% interests, for residential use.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/ Term (sq.m)

Sui Guo Yong (2004) No. 368 24 January, 2005 23,073 Residential: 70 years from 20 January, 2005 Sui Fu Guo Yong (2004) Zi No. 83 9 May, 2004 24,718 Residential: 70 years from 1 May, 2004 Sui Guo Yong (2005) No. 291 28 November, 2005 90,336 Residential: 70 years from 11 November, 2005 Sui Fu Guo Yong (2009) No. 01100002 20 January, 2009 39,352 Residential: 70 years from 16 January, 2009

Total: 177,479

(b) As advised by the Group, the construction area exceeding planning approval, with a gross floor area of approximately 1,190.6 sq.m., will be imposed a estimated fees and taxes of RMB490,527.20. In our valuation, we have excluded such fees and taxes from the capital value above.

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Guangzhou Everbright has paid the land premium in respect of the Site in full.

ii. Guangzhou Everbright legally owns land use rights of the property as mentioned in Note (a) above excluding the land of the sold portions, and is entitled legally to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term.

iii. Regarding the construction area exceeding planning approval, in advance of applying for title registration, Guangzhou Everbright is required to pay the ancillary facilities construction fee and relevant fees and taxes for the difference regulated by law.

iv. The unsold portions of the property with pre-sale permit will be vested to Guangzhou Everbright since title registration, and there is no substantial legal obstacles on obtaining building ownership certificates. Guangzhou Everbright has the rights to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights of such portion of the property within the land use term.

IV-45 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

v. The following portions of the property are subject to mortgages and the transfer, lease and mortgage of such portions shall be subject to the prior consent from the mortgagee:

Corresponding State-owned Land Use Rights Certificate Date of mortgaged Encumbrance No. instruments Creditor

Sui Guo Yong (2004) No. 368 GDY477640120080001 10 January, 2008 Guangzhou Haizhu Sub-branch, Bank of China

Sui Guo Yong (2005) No.291 GDY477640120080002 10 January, 2008 Guangzhou Haizhu Sub-branch, Bank of China

Sui Fu Guo Yong (2004) No.83 GDK477640120080040 22 December, 2008 Guangzhou Haizhu Sub-branch, Bank of China

(d) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Yes (v) Construction Works Commencement Permit Yes (vi) Pre-sale Permit Yes (vii) Construction Works Completion Certified Report Yes

IV-46 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Group III — Property interests held by the Group for development in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB) R5.06(1)(a-c) 15. Phases J, The property comprises the whole of Phase The property is 2,003,000,000 (f-g)(i,j) Ever Bright Gardens, J of Guangzhou Ever Bright Gardens (Phase currently under Rongjing Road, J, K South and K North sections referred to development. (70.0% interests R5.06(3)(a) (c-g)(j-k) Haizhu District, as the “Development”). Upon completion, attributable to Guangzhou City, the property will comprise various the Group: Guangdong Province, residential units with a total gross floor area RMB1,402,100,000) R5.06(5)(a) the PRC of approximately 171,538 sq.m., various retail shop units with a total gross floor area of approximately 1,665 sq.m. and 775 underground car parking spaces.

As advised, the estimated total development costs to completion for the property is approximately RMB937,000,000 (excluding marketing, finance, and other indirect costs), and the incurred construction cost is approximately RMB485,000,000.

As advised, the property will be completed in phases between 2009 and 2010.

The Site is held under various State-owned Land Use Rights Certificates for various land use terms of 70 years for residential use from 1 May, 2004, 11 November, 2005 and 16 January, 2009 respectively.

IV-47 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Notes:

(a) Pursuant to following State-owned Land Use Rights Certificates, the land use rights with a site area of approximately 154,406 sq.m., which the property is located therein, has been granted to Guangzhou Everbright Gardens Real Estate Development Co. Limited (廣州市光大花園房地產開發有限公司) (“Guangzhou Everbright”), in which the Group has 70.0% interests, for residential use.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/ Term (sq.m)

Sui Fu Guo Yong (2004) Zi No. 83 9 May, 2004 24,718 Residential: 70 years from 1 May, 2004 Sui Guo Yong (2005) No. 291 28 November, 2005 90,336 Residential: 70 years from 11 November, 2005 Sui Fu Guo Yong (2009) No. 01100002 20 January, 2009 39,352 Residential: 70 years from 16 January, 2009

Total: 154,406

(b) The Gross Development Value of the property as at the date of valuation was in the sum of RMB3,390,000,000. As advised by the Group, portions of the property with a total gross floor area of approximately 95,726 sq.m. that have been contracted to be sold for RMB1,897,256,924. We have included the value of these parts in the Gross Development Value.

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Guangzhou Everbright has paid the land premium in respect of the Site in full.

ii. Except the land occupied by the sold portion of the property, Guangzhou Everbright legally owns land use rights of the property as mentioned in Note (a) above, and is entitled legally to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term.

iii. The unsold portions of the property with pre-sale permit will be vested to Guangzhou Everbright. There is no substantial legal impediment on obtaining building ownership certificates. Guangzhou Everbright has the rights to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights of such portion of the property within the land use term provided that the registration is made.

iv. Guangzhou Everbright has obtained Construction Land Use Planning Permit, Construction Works Planning Permit, and Construction Works Commencement Permit, and is legally entitled to occupy, use, or otherwise dispose of the construction site and corresponding land use rights within the land use term.

IV-48 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

iv. The following portions of the property are subject to mortgages and the transfer, lease and mortgage of such portions shall be subject to the prior consent from the mortgagee:

Corresponding State-owned Land Use Rights Certificate Date of mortgaged Encumbrance No. instruments Creditor

Sui Fu Guo Yong (2004) No.83 GDY477640120080023 22 December, 2008 Guangzhou Haizhu Sub-branch, Bank of China

Sui Guo Yong (2005) No.291 GDY477640120080002 10 January, 2008 Guangzhou Haizhu Sub-branch, Bank of China

(d) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Yes (v) Construction Works Commencement Permit Yes (vi) Pre-sale Permit Part (vii) Construction Works Completion Certified Report N/A

IV-49 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

16. Ever Bright Duhui The property comprises the whole of Duhui The property is 2,180,000,000 R5.06(1)(a-c) (f-g)(i,j) Project, Project (the “Development”). currently under Gongye Road North, development. (70.0% interests R5.06(3)(a) (c-g)(k) Haizhu District, The Development, occupying a site with an attributable to Guangzhou City, area of approximately 43,288 sq.m. (the the Group: Guangdong Province, “Site”), will be developed into a RMB1,526,000,000) R5.06(5)(a) the PRC comprehensive development with a total gross floor area of approximately 214,523 sq.m. comprising various residential units with a total gross floor area of approximately 65,286 sq.m., various retail shop units with a total gross floor area of approximately 77,833 sq.m. and 982 underground car parking spaces.

As advised, the estimated total development costs to completion for the property is approximately RMB1,192,000,000 (excluding marketing, finance, and other indirect costs), and the incurred construction cost is approximately RMB571,000,000.

As advised, the Development will be completed in 2010.

The Site is held under a State-owned Land Use Rights Certificates for a land use term of 70 years from 18 October, 2005 for residential use.

Notes:

(a) Pursuant to the State-owned Land Use Rights Grant Contract Sui Guo Di Chu He (2004) No.326 dated 31 August, 2004, the land use rights of the Site, where the Development located therein, with a total site area of approximately 43,420 sq.m., has been contracted to be granted to Guangzhou Eleventh Rubber Factory (廣州第十一橡膠廠) and Guangzhou Hua Sha Real Estate Development Company Limited (廣州市華莎房地產開發有限公司) for retail and residential uses at a consideration of RMB51,675,916.

(b) Pursuant to the State-owned Land Use Rights Grant Supplement Contract Sui Guo Di Chu He (2004) No.326 supplement No.1 dated 28 June, 2005, the consideration of the site aforesaid in Note (a) was adjusted to RMB45,156,916 due to hand over of the educational construction facilities.

(c) Pursuant to the State-owned Land Use Rights Grant Supplement Contract Sui Guo Di Chu He (2004) No. 326 supplement No.2 between Guangzhou Everbright Property Company Limited (廣州光大置業有限公司), Guangzhou Guangxiang Enterprise Group Co., Ltd. (廣州廣橡集團有限公司) and Guangzhou State-owned Land Bureau dated 8 May, 2006, the consideration of the site aforesaid in Note (a) was adjusted to RMB38,278,814.

IV-50 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) Pursuant to the State-owned Land Use Rights Certificate Sui Fu Guo Yong (2007) No.01000030 dated 15 January, 2008, the land use rights of the Site, with area of approximately 43,288 sq.m. has been granted to Guangzhou Everbright Property Company Limited (廣州光大置業有限公司), in which the Group has 70.0% interests, for various land use terms with the expiry dates on 17 October, 2075 for residential use.

(e) The Gross Development Value of the property as at the date of valuation was in the sum of RMB4,090,000,000.

(f) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Guangzhou China Overseas Xiangyuan Real Estate Development Co., Ltd. (廣州中海橡園房地產開發有限公司) (“China Overseas Xiangyuan”), previously known as Guangzhou Everbright Property Company Limited, has paid the land premium in respect of the Site in full. China Overseas Xiangyuan legally owns the land use rights of the property as mentioned in Note (d) above, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the land use rights within the land use term.

ii. Guangzhou Overseas Xiangyuan has obtained Construction Land Use Planning Permit, Construction Works Planning Permit, and Construction Works Commencement Permit, and is legally entitled to occupy, use, or otherwise dispose of the construction site and corresponding land use rights within the land use term.

iii. The following portions of the property are subject to mortgages and the transfer, lease and mortgage of such portions shall be subject to the prior consent from the mortgagee:

Corresponding State-owned Land Use Rights Certificate Date of mortgaged Encumbrance No. instruments Creditor

Sui Fu Guo Yong (2007) Gong Hang Gong Ye 18 September, Guangzhou Gongye No.1000030 Zhi Hang 2008 2008 Avenue Nian Di Zi No.0112 Sub-branch, ICBC

(g) A summary of major certificates/approvals is shown as follows:

IV-51 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

17. Jinxiu City, The property comprises the whole As advised by the 684,000,000 R5.06(1)(a-c) (f-g)(i,j) South 2nd Ring developing portion of Jinxiu City (the Group, the Road, “Development”). property is (70.0% interests R5.06(3)(a) (c-g)(j-k) Saihan District, currently under attributable to Hohhot City, The Development, occupying a site with an development. the Group: Inner Mongolia area of approximately 87,062 sq.m. (the RMB478,800,000) R5.06(5)(a) Autonomous Region, “Site”), will be developed into a residential the PRC development with a total gross floor area of approximately 244,986 sq.m. comprising various residential units with a total gross floor area of approximately 186,814 sq.m., various retail shop units with a total gross floor area of approximately 13,543 sq.m. and 647 underground car parking spaces.

As advised, the estimated total development costs to completion for the property is approximately RMB512,000,000 (excluding marketing, finance, and other indirect costs), and the incurred construction cost is approximately RMB362,000,000.

As advised, the Development will be completed in 2011.

The Site is held under various State-owned Land Use Rights Certificates for various land use terms expiring on 3 February, 2078 for residential use, 3 February, 2048 for retail use.

Notes:

(a) Pursuant to State-owned Land Use Rights Grant Contract GF-2008-2601 dated 7 November, 2008, a site with an area of approximately 87,062.43 sq.m., which forms a part of various land parcels occupying a site area of approximately 134,391.681 sq.m., has been contracted to be granted to Hohhot Rong Cheng Real Estate Development Company Limited (呼和浩特市榮城房地產開發有限公司) (“Rongcheng”), in which the Group has 70.0% interests, for residential and retail uses with a total consideration of RMB163,241,189.

IV-52 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(b) Pursuant to the following State-owned Land Use Rights Certificates, the land use rights with a total site area of approximately 87,062.40 sq.m. has been granted to Hohhot Rong Cheng Real Estate Development Company Limited (呼和浩特市榮城房地產開發有限公司), in which the Group has 70.0% interests, for various uses.

State-owned Land Use Rights Certificate Number Date of Issuance Site Area Use/Term (sq.m)

Hu Guo Yong (2009) No.00020 10 March, 2009 44,043.69 Residential: 3 February, 2078 Hu Guo Yong (2009) No.00019 10 March, 2009 43,018.71 Residential: 70 years from 4 February, 2008 Retail: 40 years from 4 February, 2008

Total: 87,062.40

(c) The Gross Development Value of the property as at the date of valuation was in the sum of RMB1,000,000,000. As advised by the Group, portions of the property with a total gross floor area of approximately 158,438 sq.m. and 169 underground car parking spaces that have been contracted to be sold for RMB692,915,075. We have included the value of these parts in the Gross Development Value.

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Rongcheng has paid the land premium in respect of the Site in full. Except the land occupied by the sold portion of the property, Rongcheng legally owns the land use rights of the property as mentioned in Note (b) above, and is entitled to occupy, use, benefit, legally transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term.

ii. The unsold portions of the property with pre-sale permit will be vested to Rongcheng. There is no substantial legal impediment on obtaining building ownership certificates. Rongcheng has the rights to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the building ownership and corresponding land use rights of such portion of the property within the land use term provided that the registration is made.

iii. Regarding the portions that have been contracted to sold, without the purchasers’ approval or termination of the relevant sale and purchase agreements, Rongcheng does not have the rights to use, benefit, transfer, lease, mortgage or otherwise dispose of such portion of the property.

iv. Rongcheng has obtained Construction Land Use Planning Permit, Construction Works Planning Permit, and Construction Works Commencement Permit, and is legally entitled to occupy, use, or otherwise dispose of the construction site and corresponding land use rights within the land use term.

(e) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Yes (v) Construction Works Commencement Permit Yes (vi) Pre-sale Permit Yes (vii) Construction Works Completion Certified Report N/A

IV-53 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

18. Shanghu, The property comprises the whole of As advised by the 1,650,000,000 R5.06(1)(a-c) (f-g)(i,j) Beishahe, Shanghu (the “Development”). Group, part the Shahe Town, property is (56.0% interests R5.06(3)(a) (c-g)(k) Changping District, The Development, occupying a site with an currently under attributable to Beijing City, area of approximately 285,338 sq.m. (the development while the Group: the PRC “Site”), will be developed into a low-rise the remaining RMB924,000,000) R5.06(5)(a) residential development with a total gross portions are floor area of approximately 315,362 sq.m. vacant. comprising various residential units with a total gross floor area of approximately 192,088 sq.m.

As advised, the estimated total development costs to completion for the property is approximately RMB1,228,000,000 (excluding marketing, finance, and other indirect costs), and the incurred construction cost is approximately RMB115,000,000.

As advised, the property will be completed in phases between 2010 and 2011.

The Site is held under various State-owned Land Use Rights Certificates with various land use terms expiring on 15 July, 2044 for retail use and 15 July, 2074 for residential use.

Notes:

(a) Pursuant to the following State-owned Land Use Rights Certificates dated 28 January, 2005, the land use rights of Site with a total area of approximately 285,338.33 sq.m. has been granted to Beijing Huashiboli Property Development Limited (北京華世柏利房地產開發有限公司) (“Huashiboli”), in which the Group has 56.0% interests, for land use terms with the expiry date on 15 July, 2044 for retail use and 15 July, 2074 for residential use.

State-owned Land Use Rights Certificate Number Site Area (sq.m.)

Jing Chang Guo Yong (2005 Chu) No. 008 140,329.56 Jing Chang Guo Yong (2005 Chu) No. 009 145,008.77

Total: 285,338.33

(b) The Gross Development Value of the property as at the date of valuation was in the sum of RMB4,070,000,000. In our valuation, no allowance has been made for the potential risks and relevant fees as stated in notes c) i and c) iii below.

IV-54 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Huashiboli has paid the land premium in respect of the Site in full. Huashiboli legally owns the land use rights of the property as mentioned in Note (a) above, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the land use rights within the land use term. Since planning amendment and demolition work has not been completed, Huashiboli failed to launch the construction according to the schedule of the land grant contract. Had Huashiboli proved the delay was result of, acts by the government agencies, or necessary preparation procedures, Huashiboli would not be imposed the penalties of idle land fee or retrieve land use rights without compensation according to relevant regulations.

ii. Huashiboli has obtained Construction Land Use Planning Permit, Construction Works Planning Permit, and Construction Works Commencement Permit, and is legally entitled to occupy, use, or otherwise dispose of the construction works and corresponding land use rights within the land use term.

iii. As advised by the Group, the construction has been commenced. Up to the Latest Practicable Date, Huashiboli has not received any notice documents from relevant authorities in charge regarding idle land fee payment or identifying as idle land.

(d) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Part (v) Construction Works Commencement Permit Part (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-55 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

19. The Reserved Land The property comprises the whole of The property is 1,230,000,000 R5.06(1)(a-c) (f-g)(i,j) for Beijing Tonghui Beijing Tonghui River Project (the currently vacant. River Project, “Development”). (31.15% interests R5.06(4)(a) No. 54 attributable to Waizhuanchang The Development, occupying a site with an the Group: Hutong, area of approximately 10,096 sq.m. (the RMB383,145,000) R5.06(5)(a) Chaoyang District, “Site”), will be developed into a residential Beijing City, development with a total gross floor area of the PRC approximately 91,883 sq.m. comprising various residential units with a total gross floor area of approximately 56,069 sq.m., various retail shop units with a total gross floor area of approximately 12,754 sq.m. and 450 car parking spaces.

As advised, the estimated total development costs to completion for the property is approximately RMB380,000,000 (excluding marketing, finance, and other indirect costs).

As advised, the property will be completed in 2011.

The Site is held under a State-owned Land Use Rights Certificate for various land use terms expiring on 29 December, 2073 for residential use, 29 December, 2043 for ancillary use and 29 December, 2053 for car parking use.

Notes:

(a) Pursuant to the State-owned Land Use Rights Certificate No. Jing Chao Guo Yong (2005 Chu) No. 0733 dated 13 January, 2005, the land use rights of part of the Site with area of approximately 10,096.12 sq.m. has been granted to Beijing Tong Hui Real Estate Development Company Limited (北京通惠房地產開發有限責任公司) (“Beijing Tonghui”) in which the Group has 31.15% interests, for various terms with the expiry dates of 29 December, 2073 for residential use, 29 December, 2043 for ancillary use and 29 December, 2053 for car parking use.

(b) The Gross Development Value of the property as at the date of valuation was in the sum of RMB2,250,000,000. In our valuation, no allowance has been made for the potential risks and relevant fees as stated in notes c) ii and c) iii below.

IV-56 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Beijing Tonghui has paid the land premium in respect of the Site in full as agreed in the State-owned Land Use Rights Grant Contract. However, due to planning adjustment, Beijing Tonghui needs to pay an extra land premium in the sum of RMB75,000,000. Beijing Tonghui legally owns land use rights of the property as mentioned in Note (a) above, and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term.

ii. Since the demolition work has not been completed, Beijing Tonghui failed to launch the construction according to the schedule of the land grant contract. Had Beijing Tonghui proved the delay was result of, acts by the government agencies,or necessary preparation procedures, Beijing Tonghui would not be imposed the penalties of idle land fee or retrieve land use rights without compensation according to relevant regulations.

iii. As advised by the Group, the demolishment works are not completed, the construction works therefore failed to launch as no Construction Works Commencement Permits obtained. Up to the Latest Practicable Date, Beijing Tonghui has not received any notice documents from relevant authorities in charge regarding idle land fee payment or identifying as idle land.

(d) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit Part (v) Construction Works Commencement Permit N/A (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-57 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

20. A portion of the The property comprises a site with area of The property is 258,000,000 R5.06(1)(a-c) (f-g)(i,j) Reserved Land for approximately 343,678 sq.m. occupying a current vacant. Guilin Environment portion of Guilin Environment Garden (“The (46.06% interests R5.06(4)(a) Garden, Liangfeng Development”). Upon completion, the attributable to Farm, Guiyang Road, property will be developed in to a the Group: Yanshan District, residential development with total gross RMB118,834,800) R5.06(5)(a) Guilin City, Guangxi floor area of approximately 81,603 sq.m., Zhuang Autonomous including various low-rise residential units Region, the PRC with a total gross floor area of approximately 60,727 sq.m. and various retail units with a total gross floor area of approximately 20,875 sq.m..

The Development, occupying a total site area of 724,396 sq.m. (“the Site”), will be developed into a residential development with a total gross floor area of approximately 172,000 sq.m. comprising various residential units with a gross floor area of approximately 128,000 sq.m. and various retail units with a gross floor area of approximately 44,000 sq.m..

As advised, the estimated total development costs to completion for the property is approximately RMB251,000,000 (excluding marketing, finance, and other indirect costs).

As advised, the property will be completed in 2011.

The property is held under various State-owned Land Use Rights Certificates for various land use terms expiring on 14 October, 2045 for retail use and 14 October, 2075 for residential use.

Notes:

(a) Pursuant to State-owned Land Use Rights Grant Contract (2005) No.2324 dated 15 November, 2005, a site with a total site area of approximately 724,395.515 sq.m., comprising residential use for 500,207.515 sq.m. and retail use for 224,188 sq.m., has been contracted to be granted to Guangxi Guilin Guang Da Sheng Tai Jia Yuan Development Company Limited (廣西桂林光大生態家園開發建設有限公司) (“Guilin Shengtai Jiayuan”), in which the Group has 46.06% interests, for a total consideration of RMB37,089,050.37.

IV-58 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(b) Pursuant to the following State-owned Land Use Rights Certificates dated 25 May, 2006, the land use rights of the part of the Site with total area of approximately 343,678.009 sq.m. has been granted to Guangxi Guilin Guang Da Sheng Tai Jia Yuan Development Company Limited (廣西桂林光大生態家園開發建設有限公司), in which the Group has 46.06% interests.

State-owned Land Use Rights Certificate Number Site Area Use/Expiry Date (sq.m.)

Gui Shi Guo Yong (2006) No, 000333 112,096.980 Retail: 14 October, 2045 Gui Shi Guo Yong (2006) No. 000334 112,091.020 Retail: 14 October, 2045 Gui Shi Guo Yong (2006) No. 000335 119,490.009 Residential : 14 October, 2075

Total: 343,678.009

(c) As Advised by the Group, other than the part stated in Note (a) above, Guilin Shengtai Jiayuan has not yet obtained the remaining part of the site, as stated in Note (a) of property No. 25, with a site area of approximately 380,718 sq.m..

(d) The Gross Development Value of the property as at the date of valuation was in the sum of RMB754,000,000. In our valuation, no allowance has been made for the potential risks and relevant fees as stated in note e) ii below.

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Guilin China Overseas Grand Oceans Property Co., Ltd.(桂林中海宏洋地產有限公司) (“Guilin Grand Oceans”), previously known as Guilin Shengtai Jiayuan, has paid the land premium in respect of the Site in full. Guilin Grand Oceans legally owns land use rights of the property as mentioned in Note (b) above and is entitled to occupy, use, benefit, transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term.

ii. The demolishment works has not been started. Guilin Grand Oceans has the risk of being imposed the penalties of idle land fee or retrieve land use rights without compensation according to relevant regulations if the commencement of construction works is delayed. Had Guilin Grand Oceans proved the delay was result of, acts by the government agencies, or necessary preparation procedures, Guilin Grand Oceans would not be imposed any kind of penalty.

(f) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit N/A (v) Construction Works Commencement Permit N/A (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-59 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

21. The Reserved Land The property comprises the whole of Ziyu As advised by the 322,000,000 R5.06(1)(a-c) (f-g)(i,j) for Ziyu Dongjun, Dongjun. (“the Development”). Group, the Xiaotai Village, property is (70.0% interests R5.06(4)(a) Saihan District, The property will be developed into a currently under attributable to Hohhot City, residential development with a plot ratio of foundation piling. the Group: Inner Mongolia approximately 2.2. RMB225,400,000) R5.06(5)(a) Autonomous Region, the PRC Upon completion, the development, occupying a total site area of 84,880 sq.m. (“the Site”), will be developed into various residential units with a gross floor area of approximately 184,900 sq.m. and 350 underground car parking spaces.

As advised, the estimated total development costs to completion for the property is approximately RMB468,000,000 (excluding marketing, finance, and other indirect costs).

As advised, the property will be completed in 2011.

The Site is held under a State-owned Land Use Rights Certificate with a land use term expiring on 3 February, 2078 for residential use.

Notes:

(a) Pursuant to State-owned Land Use Rights Grant Contract GF-2008-2601 dated 7 November, 2008, a site with an area of approximately 84,879.94 sq.m., which forms a part of various land parcels occupying a site area of approximately 119,670.037 sq.m., has been contracted to be granted to Hohhot Jing Hui Real Estate Development Company Limited (呼和浩特市景輝房地產開發有限責任公司), in which the Group has 70.0% interests, for residential use with a total consideration of RMB155,838,725.

(b) Pursuant to the State-owned Land Use Rights Certificate Hu Guo Yong (2009) No.00018 dated 10 March, 2009, the land use rights with a site area of approximately 84,879.98 sq.m. has been granted to Hohhot Jing Hui Real Estate Development Company Limited (呼和浩特市景輝房地產開發有限責任公司), in which the Group has 70.0% interests, with a land use term to be expired on 3 February, 2078 for residential use.

IV-60 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Hohhot China Overseas Grand Oceans Property Co., Ltd. (呼和浩特市中海宏洋地產有限公司), previously known as Hohhot Jing Hui Real Estate Development Company Limited, has paid the land premium in respect of the Site in full. The Group legally owns the land use rights of the property as mentioned in Note (b) above, and is entitled to occupy, use, benefit, legally transfer, lease, mortgage or otherwise dispose of the land use rights within the land use term.

(e) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit N/A (v) Construction Works Commencement Permit N/A (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-61 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

22. The Reserved Land, The property comprises various parcels of The property is 373,000,000 R5.06(1)(a-c) (f-g)(i,j) Tieshanmen land with a total area of approximately currently vacant. Qiuchang Town and 196,880 sq.m. (“the Site”). (63.0% interests R5.06(4)(a) Qiaobei village attributable to Danshui Town, Pursuant to the State-owned Land Use the Group: Huizhou City, Rights Grant Contract, the property will be RMB234,990,000) R5.06(5)(a) Guangdong Province, developed into residential developments the PRC with a plot ratio of approximately 1.50.

Upon completion, the Site will be developed into various residential units with a gross floor area of approximately 295,320 sq.m. and 1,000 underground car parking spaces.

The site is held under various State-owned Land Use Rights Certificates with a land use term expiring on 30 August, 2079 for residential use.

Notes:

(a) Pursuant to the State-owned Land Use Rights Grant Contract No.441303-2009-000402 dated 20 August, 2009, the land use rights of the Site, where the Development located therein, with a total site area of approximately 196,880 sq.m., has been contracted to be granted to Huizhou Everbright Property Company Limited (惠州市光大置業有限公司), in which the Group has 63.0% interests, for residential use at a consideration of RMB92,927,400.

(b) The following State-owned Land Use Rights Certificates has been obtained on 20 October, 2009, the land use rights of the property has been granted to Huizhou Everbright Property Company Limited (惠州市光大置業有限公司), in which the Group has 63.0% interests.

State-owned Land Use Rights Certificate Number Site Area Use/Expiry Date (sq.m)

Hui Yang Guo Yong (2009) No.0101111 24,487 Residential: 30 August, 2079 Hui Yang Guo Yong (2009) No.0101112 172,393 Residential: 30 August, 2079

Total: 196,880

IV-62 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. The Group has paid the land premium in respect of the Site in full. The Group legally owns the land use rights of the property as mentioned in Note (b) above, and is entitled to occupy, use, benefit, legally transfer, lease, mortgage or otherwise dispose of the land use rights of the property within the land use term.

(e) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit N/A (iv) Construction Works Planning Permit N/A (v) Construction Works Commencement Permit N/A (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-63 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

23. The Reserved Land The property comprises a parcel of land The property is No Commercial Value R5.06(1)(a-c) (f-g) (i,j) for Qingdao Project, with area of approximately 66,667 sq.m. currently vacant. R5.06(4)(a) No. 466 Hong Kong (“the Site”). R5.06(5)(a) East Road, Laoshan District, The Site is held under a Realty Title Qingdao City, Certificate with a land use term expiring on Shandong Province, 1 December, 2046 for comprehensive use. the PRC

Notes:

(a) Pursuant to the Realty Title Certificate No. Qing Fang Di Quan Shi Zi Di 20072000 dated 14 February, 2007, the land use rights of the Site with area of approximately 66,666.6 sq.m has been granted to Qingdao Yi Jing Real Estate Development Company Limited (青島頤景房地產開發有限公司) (“Qingdao Yijing”), in which the Group has 49.0% interests, for comprehensive use with the expiry date on 1 December, 2046.

(b) As advised by the Group, according to an announcement of “Discloseable and Exempted Connected Transaction Termination of the Co-Operation Agreement” dated 25 June, 2009, which contains, inter alia, the following information:

i. On 24 June, 2009, Beijing Everbright Real Estate Development Limited (北京光大房地產開發有限公司) (“Beijing EB Real Estate”), an indirect 70% owned subsidiary of the Group, entered into the Termination Agreement with Qingdao Chongjie Company Limited (青島崇杰集團有限公司) (“Qingdao Chongjie”) and Mr. Wu Zu Hua, pursuant to which the parties of the Termination Agreement agreed to terminate the Co-operation Agreement dated 2 August, 2007. Furthermore, Beijing EB Real Estate and Qingdao Chongjie agreed to enter into a separate agreement (the Settlement Agreement) for the settlement arising from the termination of the Co-operation Agreement.

ii. On the same day, Beijing EB Real Estate entered into the Settlement Agreement with Qingdao Chongjie, Qingdao Yijing Real Estate Development Company Limited (青島頤景房地產開發有限公司) (“Qingdao Yijing”) and Ms. Yuan Jie, pursuant to which (i) Qingdao Yijing agreed to repay the outstanding shareholder’s loan of RMB165.31 million, penalty for breach of contract of RMB5.0 million and fund appropriation fees of RMB27.0 million, totaling RMB197.31 million (the Outstanding Amount) to Beijing EB Real Estate; and (ii) upon full repayment of the Outstanding Amount, Beijing EB Real Estate agreed to transfer 70% registered capital in Qingdao Yijing to Qingdao Chongjie for a consideration of RMB7.0 million, within 10 days from such repayment.

(c) As advised by the Group, the transaction in Note (b) above has not been completed as at the Date of Valuation, and therefore the property is still an asset of Qingdao Yijing. Qingdao Yijing has no immediate development plans for the property, and the development schedule will be determined by the purchaser after transaction.

(d) We were further advised by the Group, pursuant to the said Reply from Qingdao Land Resources and Housing Management Bureau, the land use of the property had been amended to public green field. We have, therefore, ascribed “no commercial value” to the property.

IV-64 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Qingdao Yijing legally owns the land use rights of the property. As the land planning use is transferred to public use, the property should not be used for development according to the original use registered.

(f) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate Yes (iii) Construction Land Use Planning Permit Yes (iv) Construction Works Planning Permit N/A (v) Construction Works Commencement Permit N/A (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-65 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Group IV — Property interests to be acquired by the Group for future development in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

24. The Reserved Land The property comprises a parcel of land The property is No Commercial Value R5.06(1)(a-c) (f,i) for Guangzhou with area of approximately 7,263 sq.m. currently vacant. Xindu Project, (“the Site”). Binjiang Road, Haizhu District, As advised by the Group, the property will Guangzhou City, be developed into a comprehensive Guangdong Province, development with a total gross floor area of the PRC approximately 63,780 sq.m..

Notes:

(a) Pursuant to the State-owned Land Use Rights Grant Contract Sui Guo Di Chu He (2004) No.276 dated 31 August, 2004, the land use rights with a total site area of approximately 7,423 sq.m. has been contracted to be granted to Guangzhou Xin Du Real Estate Development Company Limited (廣州新都房地產發展有限公司) (“Guangzhou Xindu”), in which the Group has 63.0% interests, for residential and kindergarten uses with a consideration of RMB24,647,435 for land use terms of 70 years for residential use, 40 years for retail, tourism, entertainment uses and 50 years for comprehensive and other uses starting from the land registration date.

(b) Pursuant to the State-owned Land Use Rights Grant Supplement Contract Sui Guo Di Chu He (2004) No. 276 supplement No.1, the consideration of the Site aforesaid in Note (a) was adjusted to RMB23,277,503. The total gross floor area had been revised to 70,620 sq.m., including 6,776 sq.m. for retail, 1,246 for office and 38,000 for residential, and 24,598 sq.m. for other ancillary facilities.

(c) According to an idle land fee payment notice issued by State-owned Land and Housing Management Bureau dated 26 July, 2007, an idle land fee of RMB4,929,487 is payable by Guangzhou Xin Du Real Estate Development Company Limited.

(d) According to the said reply Sui Gui Han (2009) No.4622 from Guangzhou Municipal Town Planning Bureau dated 12 June, 2009, due to planning control and restriction, the property needs to be resumed by local State-owned Land and Housing Management Bureau.

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. The Land Use Rights Grant Contracts abovementioned are legal, valid and binding on both parties.

ii. Guangzhou Xindu has paid the land premium in respect of the Site in full according to the contracts as mentioned in Note (a), (b) and (c) above. As advised by the Group, the demolishment works are not completed, and therefore Guangzhou Xindu did not obtain the State-owned Land Use Right Certificate.

iii. The land use rights of the development project has the risk of being retrieved by the relevant authorities in charge due to idle land status or planning adjustment of government authorities.

IV-66 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

(f) As advised by the Group, the Group has not obtained the State-owned Land Use Rights Certificate of the property. We have, therefore, ascribed “no commercial value” to the property. Had the Group obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB728,000,000 (63.0% attributable to the Group: RMB458,640,000). In our valuation, no allowance has been made for the potential risks and relevant fees as stated in note e) iii above.

(g) A summary of major certificates/approvals is shown as follows:

(i) State-owned Land Use Rights Grant Contract Yes (ii) State-owned Land Use Rights Certificate N/A (iii) Construction Land Use Planning Permit N/A (iv) Construction Works Planning Permit N/A (v) Construction Works Commencement Permit N/A (vi) Pre-sale Permit N/A (vii) Construction Works Completion Certified Report N/A

IV-67 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

25. The other portion of The property comprises a site with area of The property is No Commercial Value R5.06(1)(a-c) (f,i) the Reserved Land approximately 380,718 sq.m. occupying the current vacant. for Guilin other portion of Guilin Environment Garden Environment Garden, (“The Development”). Upon completion, the Guiyang Road, property will be developed in to a Yanshan District, residential development with total gross Guilin City, floor area of approximately 90,397 sq.m., Guangxi Zhuang including various low-rise residential units Autonomous Region, with a total gross floor area of the PRC approximately 67,273 sq.m. and various retail units with a total gross floor area of approximately 23,125 sq.m..

The Development, occupying a total site area of 724,396 sq.m. (“the Site”), will be developed into a residential development with total saleable gross floor area of approximately 172,000 sq.m. comprising various residential units with saleable gross floor area of approximately 128,000 sq.m. and various retail units with saleable gross floor area of approximately 44,000 sq.m..

Notes:

(b) Part of the site with a total site area of approximately 343,678 sq.m. has obtained the State-owned Land Use Right Certificates as stated in Note (a) of property No. 20 above.

(c) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

ii. The State-owned Land Use Rights Grant Contract as mentioned in Note (a) above is legal, valid and binding on both parties. After Guilin Grand Oceans obtains the land use rights according to the contract, without consent from relevant authorities for delaying commencement of construction works, an idle land fee may be imposed or the land use rights may be retrieved without compensation by relevant authority. Had Guilin Grand Oceans proved the delay was result of, acts by the government agencies, or necessary preparation procedures, Guilin Grand Oceans would not be imposed any kind of penalty.

IV-68 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

iii. As advised by the Group and Guilin Grand Oceans, up to the date of valuation, the demolish works of the site has not been commenced. Guilin Grand Oceans is cooperating with project partners for the relevant issues, and drafting construction and design plan.

(d) As advised by the Group, Guilin Shengtai Jiayuan has not obtained the State-owned Land Use Rights Certificate of the property. We have, therefore, ascribed “no commercial value” to the property. Had Guilin Shengtai Jiayuan obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB285,000,000 (46.06% attributable to the Group: RMB131,271,000). In our valuation, no allowance has been made for the potential risks and relevant fees as stated in notes c) ii and c) iii above.

(e) A summary of major certificates/approvals is shown as follows:

IV-69 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

26. Three Parcels of the The property comprises 3 parcels of land The property is No Commercial Value R5.06(1)(a-c) (f,i) Reserved Land, with a total area of approximately 240,972 currently vacant. Binhe North Road, sq.m. (“the Site”). Saihan District, Hohhot City, As advised by the Group, the property will Inner Mongolia be developed into residential developments Autonomous Region, with a plot ratio of approximately 2.2. the PRC Upon completion, the Site will be developed into various residential units with a gross floor area of approximately 530,138 sq.m. and 1,000 underground car parking spaces.

Notes:

(a) Pursuant to the information announced by the Hohhot City Land Purchase, Reserve and Auction Center dated 13 May, 2008, Hohhot Rong Kai Real Estate Development Company Limited (呼和浩特市榮凱房地產開發有限公司), Hohhot Rong Heng Real Estate Development Company Limited (呼和浩特市榮恆房地產開發有限公司) and Hohhot Rong Hui Real Estate Development Company Limited ( 呼和浩特市榮輝房地產開發有限公司), in which the Group has 70.0% interests respectively, has been contracted to be granted the following land parcels with a total site area of approximately 240,972 sq.m. for a total consideration of RMB451,820,824.

Land Parcel Plot Ratio Site Area Consideration Use/Term (sq.m.) (RMB)

North of Binhe North Road, East of Less than 2.20 80,763.07 151,430,183 Residential: Zhandong Road (No. 200809) 70 years North of Binhe North Road, West of Less than 2.20 85,633.09 160,561,454 Residential: Fengzhou Road (No. 200810) 70 years North of Binhe North Road, East of Less than 2.20 74,575.71 139,829,187 Residential: Fengzhou Road (No. 200811) 70 years

Total: 240,971.87 451,820,824

(b) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. Under the condition that, the Group has paid the land premium in respect of the Site in full and signed the State-owned Land Use Rights Grant Contract with the relevant authorities, the Group has no substantial legal obstacles on obtaining the land use rights of the property.

(c) As advised by the Group, the Group has not obtained the State-owned Land Use Rights Certificate of the property. We have, therefore, ascribed “no commercial value” to the property. Had the Group obtained all the State-owned Land Use Rights Certificate of the property at the date of valuation, the capital value of the property as at the Date of Valuation would be in the sum of RMB738,000,000 (70.0% attributable to the Group: RMB516,600,000).

IV-70 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Group V — Property interests for Primary Land Development by the Group in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

27. The Land for The property comprises of various land The property is No Commercial Value R5.06(1)(a-c) Primary parcels with a site area of approximately current vacant. Development, Guilin 5,037,137 sq.m.. As advised by the Group, Environment Garden, 2,989,350 sq.m. of which will become Liangfeng Farm, developable upon completion of the Guiyang Road, infrastructure. (the “Site”) Yanshan District, Guilin City, Guangxi Upon completion, the Site will be developed Zhuang Autonomous into a residential development with a gross Region, the PRC floor area of approximately 597,870 sq.m..

Notes:

(a) Pursuant to the cooperation agreement dated 7 August, 2002, between Guangxi Nongken Group Co., Ltd. (廣西農墾集團有限責任公司), Guangxi State-owned Liangfeng Farm (廣西國有良豐農場), the Group and Beijing Liyuan Real Estate Development (北京市立元房地開發有限責任公司), the 4 parties will form a project company Guangxi Guilin Guang Da Sheng Tai Jia Yuan Development Company Limited (廣西桂林生態家園開發建設有限公司) (“Guilin Shengtai Jiayuan”), in which the Group has 46.06% interests, for real estate and tourism development with a site area of approximately 9,788,100 sq.m..

(b) Pursuant to the supplement agreement dated 20 January, 2006, the parties abovementioned agreed that the site area for cooperating development had been revised to 5,961,000 sq.m..

(c) As advised by the Group, Guilin Shengtai Jiayuan had completed the primary development of various land parcels land a total site area of approximately 923,862.688 sq.m., including a site for granting with an area of approximately 724,395.515 sq.m., and successfully been granted or contracted to be granted the land as mentioned in property No. 20 and 25.

(d) Should the whole of the property be approved for primary development by relevant government department, after taken into account of the cost to be incurred in the development, the capital value of the rights of the development as at date of valuation was in the sum of RMB47,900,000.

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. The agreements stated in Note (a) and (b) above are valid, legitimately binding to all parties.

(f) As Guilin Shengtai Jiayuan has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had Guilin Shengtai Jiayuan obtained all the valid title documents of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB1,170,000,000 (46.06% interests attributable to the Group: RMB538,902,000).

IV-71 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

28. The Land for The property comprises of 4 parcels of land The property is No Commercial Value R5.06(1)(a-c) Primary north of Xiaohei River along the Second currently vacant. Development, Ring Road, with a site area of East to Power Cable, approximately 7,810,706 sq.m.. As advised West to Jinqiao, by the Group, 5,987,086 sq.m. of which will South to Binhe Road become developable upon completion of the and North to South infrastructure. (the “Site”) 2nd Ring Road, Saihan District and Upon completion, the Site will be developed Xincheng District, into a residential development with a gross Hohhot City, floor area of approximately 8,230,000 sq.m. Inner Mongolia and 41,955 underground car parking spaces. Autonomous Region, the PRC

Notes:

(a) According to the cooperation agreement dated 28 August, 2005, Hohhot Guang Da Huan Cheng Construction and Development Company Limited (呼和浩特光大環城建設開發有限公司), in which the Group has 56.0% interests, will proceed the primary development of the property with site area not less than 8,400,000 sq.m.. After completion of the primary development, the developable land will not be less than 6,400,000 sq.m..

(b) According to the approvals from the government dated 9 December, 2006 and 12 September, 2007, part of the property with site area of approximately 1,561,991 sq.m. has been approved for compensation and development works.

(c) As advised by the Group, the Group has completed the primary development of 5 parcels of land with a total site area of approximately 589,336 sq.m., including a site for granting with an area of approximately 412,914 sq.m., and successfully been granted or contracted to be granted the land as mentioned in property No. 17, 21 and 26.

(d) As advised, the remaining parts of the property other than Note (b) above has not yet been approved for compensation and development works. Should all parts of the property be approved for primary development by relevant government department, after taken into account of the cost to be incurred in the development, the capital value of the rights of the development as at the date of valuation was in the sum of RMB346,000,000.

(e) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

(i) The agreements stated in Note (a) and (b) above are valid, legitimately binding to all parties.

(ii) The transfer and grant of land use rights must be conducted by relevant land department through tender, auction or listing. If the Group intends to obtain the land use rights, the group is required to participate the tender, auction or listing program along with other purchasers.

(f) As the Group has not obtained any State-owned Land Use Rights Certificate of the property at the date of valuation, we have ascribed “no commercial value” to the property. Had the Group obtained all the valid title documents of the property at the date of valuation, the capital value of the property as at the date of valuation would be in the sum of RMB8,230,000,000 (56.0% interests attributable to the Group: RMB4,608,800,000).

IV-72 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

Group VI — Property interests rented by the Group in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at Property Description and tenure occupancy 30 September, 2010 (RMB)

29. Underground Bicycle The property comprises the whole of the As advised by the No Commercial Value R5.06(1)(a-c) Parking Garage, underground bicycle parking garage with a Group, the No. Xin 137, gross floor area of approximately 800 sq.m.. property is Xizhimenwai sub-leased to a Avenue, The property is tenanted to the Group for a tenant for retail Xicheng District, term from 1 September, 2008 to 15 use. Beijing City, December, 2011. the PRC

Notes:

(a) According to the tenancy agreement, Beijing Yuanlin Real Estate Management and Development Co., Ltd. (北京園林房地產經營開發有限公司) (the “Lessor”) agreed to tenant the property with a gross floor area of approximately 800 sq.m. to China Ever Bright Real Estate Development Limited (中國光大房地產開發有限公司) (the “Lessee”), a subsidiary to the Group for a term from 1 September, 2008 to 15 December, 2011 for various rents as following.

Leasehold Period Annual Rent (RMB)

1 September, 2008 31 August, 2009 400,000 1 September, 2009 31 August, 2010 410,000 1 September, 2010 31 August, 2011 420,000 1 September, 2011 15 December, 2011 122,000

(b) As advised, the Landlord does not provide any title document to the Group.

(c) As advised by the Group, the property is sub-leased to Beijing Happy Castle Shopping Mall Co., Ltd. (北京快樂城堡購物中心有限公司) (the “Sub-lessee”) by the Group as a business premise. The Sub-lesse has not signed sub-leasing agreement with the Group or tenancy agreement with the Lessor.

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. The tenancy agreement is legal, valid, enforceable and binding on both parties. As confirmation by the Group, the Sub-lessee pays rent to the Landlord directly. The situation implied the Lessor consent to the Lessee to sub-lease the property to the Sub-lessee.

IV-73 APPENDIX IV VALUATION REPORTS OF THE PAN CHINA LAND GROUP

VALUATION CERTIFICATE

Capital value in Details of existing state as at 30 Property Description and tenure occupancy September, 2010 (RMB)

30. Happy Castle The property comprises a retail development As advised by the No Commercial Value R5.06(1)(a-c) Shopping Mall, with the whole of 2 underground levels, Group, the No. Xin 137, level 1, level 2, and a portion of level 3 property is Xizhimenwai with a gross floor area of approximately sub-leased to a Avenue, 10,715 sq.m.. sub-lessee for Xicheng District, retail use. Beijing City, The property is tenanted to the Group for a the PRC term of 20 years from 25 September, 1999.

Notes:

(a) According to the tenancy agreement and supplementary agreement dated 1 August, 1997 and 8 March, 2002 respectively, Beijing Yuanlin Real Estate Management and Development Co., Ltd. (北京園林房地產經營開發有限公司) (the “Lessor”) agreed to tenant the property with a gross floor area of approximately 10,714.80 sq.m. to China Ever Bright Real Estate Development Limited (中國光大房地產開發有限公司) (the “Lessee”), a subsidiary to the Group for a term from 25 September, 1999 to 25 September, 2029 with a annual rent of RMB2,500,000 and 3% escalation per annum.

(b) As advised, the Landlord does not provide any title document to the Group.

(d) We have been provided with a legal opinion on the property prepared by the Group’s PRC legal advisors, which contains, inter alia, the following information:

i. The tenancy agreement abovementioned is legal, valid, enforceable and binding on both parties. As confirmation by the Group, the Sub-lessee pays rent to the Landlord directly. The situation implied the Lessor consent to the Lessee to sub-lease the property to the Sub-lessee.

ii. Pursuant to relevant law and regulation, the tenancy term shall be no more than 20 years, the term of tenancy agreement abovementioned therefore should be 20 years.

IV-74 APPENDIX V GENERAL INFORMATION

RESPONSIBILITY STATEMENT App1B(2)

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

SHARE CAPITAL App1B(22)(1)

The authorised and issued capital of the Company as at the Latest Practicable Date is as follows:

Authorised: HK$

45,000,000,000 Shares of HK$0.01 each as at the Latest Practicable Date 450,000,000

Issued and fully paid: HK$

767,543,263 Shares as at the Latest Practicable Date 7,675,433

All the issued Shares rank pari passu with each other in all respects including the rights as to voting, dividends and return of capital.

V-1 APPENDIX V GENERAL INFORMATION

DIRECTORS’ AND CHIEF EXECUTIVE’S DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of Directors and chief executive of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO App1B(38)(1) (a)(b)(c) (including interests and short positions which they are taken or deemed to have taken under such provisions of the SFO); or were required, pursuant to Section 352 of the SFO, to be entered in the register kept by the Company, or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

(a) Long positions in shares of the Company

Percentage of aggregate long position in shares to the Number of Aggregate issued share Nature of ordinary long capital of the Name of Director Capacity Interests shares held position Company (Approximately)

Mr. Hao Jian Min Beneficial owner Personal 650,000 650,000 0.085%

Mr. Billy K Yung Beneficial owner Personal 7,933,333 184,468,084 24.034% Beneficiary of a Other 169,319,084 trust (Note 1) Interest of Interest in 7,215,667 corporation controlled controlled by corporation Director (Note 2)

V-2 APPENDIX V GENERAL INFORMATION

(b) Long positions in shares and underlying shares of Associated Corporations (unless otherwise stated, all being personal interest and being held in the capacity of beneficial owner)

(i) China Overseas Land & Investment Limited

Number of % of shares Number of Director shares held Total in issue (Approximately)

Mr. Hao Jian Min 5,353,172 5,353,172 0.066% Mr. Chen Bin 1,371,971 1,371,971 0.017% Mr. Yu Shangyou 782,090 782,090 0.010% Mr. Xiang Hong 180,480 180,480 0.002% Mr. Chung Shui Ming, Timpson 110,000 110,000 0.001%

(ii) China State Construction International Holdings Limited

Number of underlying shares Number of comprised % of shares Name of Director shares held in options Total in issue (Note 3) (Approximately)

Mr. Hao Jian Min 806,240 1,843,820 2,650,060 0.089% Mr. Chen Bin 1,437,696 1,264,334 2,702,030 0.091% Mr. Yu Shangyou 1,010,724 351,204 1,361,928 0.046% Mr. Xiang Hong 219,502 0 219,502 0.007% Mr. Zhu Bing Kun 160,000 0 160,000 0.005%

Notes:

(1) These Shares are held by a trust for the benefit of Mr. Billy K Yung and his family members.

(2) These Shares are held by a subsidiary of a corporation controlled by Mr. Billy K Yung.

(3) The exercise price for the share options is HK$0.99 per share (before share subdivision). Immediately after the share subdivision approved on 12 June, 2008, the exercise price for the share options is HK$0.2475 per share. Immediately after the adjustment for the rights issue made on 1 September, 2009, the exercise price for the share options is HK$0.2345 per share. The vesting period is from 14 September, 2005 to 13 September, 2010 (both days inclusive) and the exercise period is from 14 September, 2006 to 13 September, 2015 (both days inclusive). 20% can be exercised annually (“Limit”) from 14 September, 2006. Unexercised portion of the Limit (if any) can be exercised in the remaining exercise period and will not be included in calculating the Limit of the relevant year. It can be fully exercised from 14 September, 2010 to 13 September, 2015 (both days inclusive).

V-3 APPENDIX V GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have taken under such provisions of the SFO); or were required, pursuant to Section 352 of the SFO, to be entered in the register kept by the Company, or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to the Company and the Stock Exchange.

SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES

As at the Latest Practicable Date, to the best knowledge of the Directors or chief executive of the Company, the following parties (other than a Director or chief executive of the Company), had interests or short positions in the Shares or underlying Shares which are required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital (together with any options in respect of such capital) carrying rights to vote in all circumstances at general meetings of any other member of the Group:

Percentage of aggregate long position in shares Number of to the issued share Name of substantial Nature of ordinary Aggregate capital of the shareholder Capacity interests shares held long position Company (Approximately)

Diamond Key Enterprises Beneficial owner Beneficial 99,675,364 99,675,364 12.99% Inc. (“Diamond Key”) (Note 1)

On Fat Profits Corporation Beneficial owner Beneficial 69,643,720 69,643,720 9.07% (“On Fat”) (Note 1)

UBS Trustees (BVI) Trustees of trusts Other 169,319,084 169,319,084 22.06% Limited (“UBS (Note 1) Trustees”)

Mr. Simon Yung Kwok Beneficial owner Personal 39,147,911 43,577,351 5.68% Choi (Note 2) (Note 3)

Interest of controlled Corporate 3,529,440 corporation (Note 4) (Note 3)

Interest of spouse (Note 5) Family 900,000

Madam Chiu Man Beneficial owner Personal 900,000 43,577,351 5.68%

V-4 APPENDIX V GENERAL INFORMATION

Star Amuse Limited (“Star Beneficial owner Beneficial 370,458,244 370,458,244 48.27% Amuse”)

Big Crown Limited (“Big Interest of corporation Interest in 370,458,244 370,458,244 48.27% Crown”) controlled by controlled substantial shareholder corporation (Note 7)

China Overseas Land & Interest of corporation Interest in 384,548,244 384,548,244 50.10% Investment Limited controlled by controlled (“COLI”) substantial shareholder corporation (Notes7&8)

China Overseas Holdings Interest of corporation Interest in 384,548,244 384,548,244 50.10% Limited (“COHL”) controlled by controlled substantial shareholder corporation (Note 9)

China State Construction Interest of corporation Interest in 384,548,244 384,548,244 50.10% Engineering controlled by controlled Corporation Limited substantial shareholder corporation (“CSCECL”) (Note 9)

China State Construction Interest of corporation Interest in 384,548,244 384,548,244 50.10% Engineering controlled by controlled Corporation (“CSCEC”) substantial shareholder corporation (Note 9)

Mr. Wang Beneficial owner Personal 128,130,123 128,130,123 16.69% (Note 10)

Kentrise Beneficial owner Beneficial 123,392,789 123,392,789 16.08% (Note 11)

Mr. Cheng Interest of controlled Corporate 123,392,789 123,392,789 16.08% corporation (Note 11)

Notes:

1. 169,319,084 Shares held by UBS Trustees (comprises 99,675,364 shares and 69,643,720 shares held by Diamond Key and On Fat respectively) are disclosed in the section headed “Directors’ and Chief Executive’s Disclosure of Interests” above as being held under a trust with Mr. Billy K Yung and his family members as the beneficiaries. None of the Directors are directors or employees of On Fat and Diamond Key.

V-5 APPENDIX V GENERAL INFORMATION

2. The number of Shares disclosed hereof is made with reference to the disclosure of interest filed by Mr. Simon Yung Kwok Choi with the Stock Exchange without taking into account the acceptance of the COLI Offer (as defined in the circular of the Company dated 10 May, 2010) by Mr. Simon Yung Kwok Choi in respect of his 1,000,000 Shares.

3. These Shares represent the sum of the personal, corporate and family interest of Mr. Simon Yung Kwok Choi without taking into account the acceptance of the COLI Offer by Mr. Simon Yung Kwok Choi in respect of his 1,000,000 Shares.

4. These Shares are held by Konvex Enterprises Limited, which is wholly-owned by Mr. Simon Yung Kwok Choi.

5. This interest represents the holding of Shares held by Mr. Simon Yung Kwok Choi’s spouse, Madam Chiu Man.

6. Madam Chiu Man’s Shares held under personal interest and family interest are in fact the same block of Shares already disclosed respectively under family interest, personal and corporate interests of her husband, Mr. Simon Yung Kwok Choi.

7. Star Amuse is a wholly-owned subsidiary of Big Crown, which in turn is a wholly-owned subsidiary of COLI (Stock Code: 00688), thus Big Crown and COLI are deemed by the SFO to be interested in 370,458,244 Shares in which Star Amuse is interested.

8. 384,548,244 Shares held by COLI comprises 370,458,244 Shares held by Star Amuse and 14,090,000 Shares held by Chung Hoi Finance Limited (“Chung Hoi”). Star Amuse is a wholly-owned subsidiary of Big Crown, which in turn is a wholly-owned subsidiary of COLI and Chung Hoi is a wholly-owned subsidiary of COLI, thus COLI is deemed by the SFO to be interested in the Shares held by Star Amuse and Chung Hoi (i.e. in aggregate of 384,548,244 Shares).

9. COLI is a non-wholly owned subsidiary of COHL which in turn is a wholly-owned subsidiary of CSCECL. CSCECL is a non-wholly owned subsidiary of CSCEC, thus COHL, CSCECL and CSCEC are deemed by the SFO to be interested in 384,548,244 Shares in which COLI is interested.

10. By virtue of entering into the Acquisition Agreement, Mr. Wang is deemed to be interested in 123,392,790 Shares with respect to 50% of the total number of Consideration Shares.

11. By virtue of entering into the Acquisition Agreement, Kentrise, which is wholly owned by Mr. Cheng, is deemed to be interested in 123,392,789 Shares with respect to 50% of the total number of Consideration Shares.

Save as disclosed above, the Directors or chief executive of the Company are not aware of any person (other than a Director or chief executive of the Company), who, as at the Latest Practicable Date, had interests or short positions in the Shares or underlying Shares which are required to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who App1B(34) was expected, directly or indirectly, to be interested in 10% or more of the nominal value of any class of share capital (together with any options in respect of such capital) carrying rights to vote in all circumstances at general meetings of any other member of the Group.

V-6 APPENDIX V GENERAL INFORMATION

LITIGATION App1B(33)

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

SERVICE CONTRACTS R14.66(7) App1B(39) As at the Latest Practicable Date, none of the Directors has any existing or proposed service contracts with any member of the Group which does not expire or is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

COMPETING INTERESTS R14.66(8) R14A.59(11) As at the Latest Practicable Date, except for Mr. Hao Jian Min, Mr. Chen Bin, Mr. Yu Shangyou, Mr. Xiang Hong, Mr. Zhu Bing Kun and Ms. Chiang Yuet Wah, Connie who are officers of COLI and/or its subsidiaries, none of the Directors or the chief executive of the Company and their respective associates had any interest in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

(i) none of the Directors had any interest, either direct or indirect, in any assets which have App1B(40(1) been, since 31 December, 2009, being the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and

(ii) none of the Directors was materially interested in any contract or arrangement entered into App1B(40)(2) by any member of the Group which is subsisting as at the date of this circular and is significant in relation to the business of the Group.

MATERIAL CONTRACTS App1B(42)

The following material contracts, not being contracts entered into in the ordinary course of business of the Group, have been entered into by the Group after the date two years before the date of this circular:

(i) the Acquisition Agreement;

(ii) the cooperation memorandum dated 12 October 2010 entered into between the 中國海外銀川投資有限公司 (China Overseas Yin Chuan Investments Limited*) (“China Overseas Yiqun”), 寧夏億群礦業發展集團有限公司 (Ningxia Yiqun Mining Development Group Limited*) (“Ningxia Yiqun”) and 錫華實業投資集團有限公司 (Xihua Shiye Investment Group Limited*) (“Xihua Shiye”) in relation to the acquisition of 11 pieces of land located at the eastern and western sides of the Qizilian Lake, South of Jinfeng District, Yinchuan City, the PRC (中國銀川市金風區南部七子連湖東西兩側) with a total site area

* for identification purpose only

V-7 APPENDIX V GENERAL INFORMATION

of approximately 1,351,000 square meters through a joint venture company to be incorporated in the PRC which will be owned as to 70% by China Overseas Yinchuan, 20% by Ningxia Yiqun and 10% by Xihua Shiye for the holding and development of the Land;

(iii) the framework agreement (the “9 February, 2010 Acquisition Agreement”) entered into by COLI, the Company (formerly known as Shell Electric Mfg. (Holdings) Company Limited), Assure Win and Mr. Billy K Yung (“Mr. Billy Yung”) on 9 February, 2010 (as amended by the supplemental agreement dated 6 May, 2010 (the “Supplemental Agreement”) entered into among the Company, COLI, Mr. Billy K Yung, Assure Win, Mr. Wang and Mr. Cheng in relation to certain amendments to the terms of the 9 February, 2010 Acquisition Agreement) in relation to the acquisition by the Company of the 28.26% equity interest in Pan China Land and the 30% equity interest in Terborley by way of the issue of 246,785,579 new Shares by the Company;

(iv) the agreement (the “Subscription Agreement”) dated 9 September, 2009 entered into among the Company, COLI and Mr. Billy Yung in respect of, among other things, the subscription by COLI through its nominee of an aggregate of 157,045,368 new Shares at the total consideration of approximately HK$455.4 million;

(v) the deed entered into by COLI, the Company, Mr. Billy Yung, Terborley and certain grantees (the “SMC Grantees”) of the options granted by Terborley entitling the grantees to acquire such maximum percentage of an aggregate of 116,000 issued shares of Pan China Land from Terborley (the “Management Options”), in relation to the cancellation of the respective Management Options held by the SMC Grantee, on 10 February, 2010, for the consideration of the allotment and issue of an aggregate of 14,280,000 new Shares by the Company to the SMC Grantees;

(vi) the framework agreement entered into by COLI, the Company, Terborley, Mr. Billy Yung and certain grantees (the “PCL Grantees”) of the Management Options in relation to the cancellation of the respective Management Options held by the PCL Grantees, on 9 February, 2010, for the consideration of the allotment and issue of an aggregate of 23,800,000 new Shares by the Company to the PCL Grantees;

(vii) the agreement (the “Compensation Agreement”) entered into on 9 February, 2010 by the Company and the then management personnel (the “Management”) of 中海宏洋地產集團有限公司(China Overseas Grand Oceans Property Group Co., Ltd.*) (formerly known as 中國光大房地產開發有限公司(China Ever Bright Real Estate Development Limited*)) (the “EB Real Estate”), being the indirect wholly-owned subsidiary of Pan China Land, in relation to, among other things, the compensation proposal in favour of the Management and the handover of EB Real Estate by the Management pursuant to the completion of the Subscription Agreement. The compensation to the Management involved (i) the transfer and assignment of the rights and obligations of 北京高立莊項目(Beijing Gao Li Zhuang Project*) to the Management or its nominee(s) by 北京光大房地產開發有限公司(Beijing Everbright Real Estate Development Co., Ltd.*), being a 100% owned subsidiary of EB Real Estate at nil consideration; (ii) that 北京華世柏利房地產開發有限公司 (Beijing Haoshi Boli Real Estate Development Co., Ltd.*, an indirect 90% owned subsidiary of EB Real Estate) and the Management will cooperate in 沙河上湖項目(Shahe Shanghu Project*)

* for identification purpose only

V-8 APPENDIX V GENERAL INFORMATION

in various aspects as detailed in the Company’s circular dated 10 May, 2010; and (iii) that EB Real Estate and its subsidiaries will pay an amount of RMB20 million in cash as full compensation to the existing employees (including those holding management positions) of EB Real Estate and its subsidiaries for termination of their employment;

(viii)the deed entered into by COLI, the Company, Terborley and Mr. Wang in relation to the cancellation of the Management Options held by Mr. Wang, on 5 March, 2010, for the consideration of the allotment and issue of an aggregate of 7,933,333 new Shares by the Company to Mr. Wang;

(ix) the Supplemental Agreement;

(x) placing agreement entered into by the Company and Somerley Limited in relation to which Somerley Limited has conditionally agreed to place up to 41,000,000 new Shares on a best effort basis to independent placees on 6 May, 2010, at the placing price of HK$5 per share;

(xi) the agreement dated 8 April, 2009 entered into by 北京光大房地產開發有限公司 (Beijing Ever Bright Real Estate Development Limited) (“EBRE”), an indirect 70% owned subsidiary of the Company, as the vendor and 北京青鵬投資有限公司 (Beijing Qingpeng Investment Limited*) as the purchaser, in relation to the disposal of 67% registered capital of 北京寅豐房地產開發有限責任公司 (Beijing Yinfeng Real Estate Development Limited*) (“Beijing Yinfeng”) for a total consideration of RMB46.5 million (approximately HK$52.5 million); and (ii) the repayment of the shareholder’s loan of RMB89.2 million (approximately HK$100.8 million) by Beijing Yinfeng to EBRE;

(xii) the agreement dated 24 June, 2009 entered into among EBRE, 青島崇杰集團有限公司 (Qingdao Chongjie Company Limited*) (“Qingdao Chongjie”) and Mr. Wu Zu Hua in relation to the termination of the co-operation agreement dated 2 August, 2007 entered into among the same three parties;

(xiii) the agreement dated 24 June, 2009 entered into among EBRE, Qingdao Chongjie, 青島頤景房地產開發有限公司 (Qingdao Yijing Real Estate Development Limited*) (“Qingdao Yijing”) and Ms. Yuan Jie in relation to (i) the repayment by Qingdao Yijing of the outstanding shareholder’s loan of RMB165.31 million (approximately HK$186.8 million), penalty for breach of contract of RMB5.0 million (approximately HK$5.65 million) and fund appropriation fees of RMB27.0 million (approximately HK$30.51 million), totaling RMB197.31 million (approximately HK$222.96 million) (the “Outstanding Amount”) to EBRE; and (ii) the transfer of 70% registered capital by EBRE in Qingdao Yijing to Qingdao Chongjie for a consideration of RMB7.0 million (approximately HK$7.91 million) within 10 days upon full repayment of the Outstanding Amount; and

(xiv) the agreement dated 24 June, 2009 entered into among EBRE, Qingdao Yijing, 青島祟杰環保有限公司 (Qingdao Chongjie Environment Protection Limited*), 青島祟杰保萊西污水處理有限公司 (Qingdao Chongjie Baolaixi Sewage Treatment Limited*), 青島祟杰環保平度污水處理有限公司 (Qingdao Chongjie Environment Protection Pingdao Sewage Treatment Limited*) and 青島祟杰環保胶州污水處理有限公司 (Qingdao Chongjie Environment Protection Gaozhou Sewage Treatment Limited*) (the “Guarantors”) in relation to provision of guarantee by the Guarantors in respect of the Outstanding Amount payable by Qingdao Yijing to EBRE.

* for identification purpose only

V-9 APPENDIX V GENERAL INFORMATION

EXPERTS AND CONSENTS

(i) The following are the qualifications of the experts who had given their opinions and advice which are included in this circular:

Name Qualification App1B(5)(1)

Haitong a corporation licensed under the SFO to conduct type 6 (advising on corporate finance) regulated activity under the SFO

Grant Thornton Certified Public Accountants, Hong Kong

CB Richard Ellis Limited chartered surveyors (“CB Richard Ellis”)

Shu Jin Law Firm PRC legal advisers

(ii) As at the Latest Practicable Date, none of Haitong, Grant Thornton, CB Richard Ellis and Shu App1B(5)(1) Jin Law Firm had any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

(iii) Each of Haitong, Grant Thornton, CB Richard Ellis and Shu Jin Law Firm has given and has not App1B(5)(2) withdrawn its written consent to the issue of this offeree board circular, with the inclusion of its letter or report or references to its name in the form and context in which they are included.

(iv) As at the Latest Practicable Date, none of Haitong, Grant Thornton, CB Richard Ellis and Shu Jin Law Firm had any direct or indirect interest in any assets which have been, since 31 December, 2009 (being the date to which the latest published audited financial statements of the Group 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.

MISCELLANEOUS

(i) The company secretary of the Company is Ms. Chiang Yuet Wah, Connie, a fellow of The Hong App1B(35) Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administrators.

(ii) The Company’s share registrar is Tricor Standard Limited, 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

(iii) This circular has been prepared in both English and Chinese languages. In the case of any inconsistency, the English text shall prevail over the Chinese text.

(iv) The English text of this circular and the accompanying form of proxy shall prevail over their respective Chinese text in case of inconsistency.

V-10 APPENDIX V GENERAL INFORMATION

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection between 9:00 a.m. and 6:00 p.m. from Monday to Friday (except for public holidays) at Suite 3012, 30th Floor, One Pacific Place, 88 Queensway, Hong Kong at the date of this circular up to and including the date of the EGM:

(i) the memorandum and articles of association of the Company; App1B(43)(1)

(ii) the annual reports of the Company for the year ended 31 December, 2008 and 2009; App1B(43)(5)

(iii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders, the text of which is set out in this circular;

(iv) the letter of advice from Haitong, the text of which is set out in this circular; App1B(43)(3)

(v) the accountants’ report on the Pan China Land Group, the text of which is set out in Appendix III to this circular;

(vi) the accountants’ report on unaudited pro forma financial information of the Group, the text of which is set out in Appendix II to this circular;

(vii) the valuation report on the properties interests held by the Pan China Land Group, the text App1B(43)(3) of which is set out in Appendix IV to this circular;

(viii)the material contracts as referred to in the section headed “Material contracts” in this App1B(43)(2) appendix;

(ix) the written consents as referred to in the section headed “Experts and consents” in this appendix; and

(x) a copy of each circular issued pursuant to the requirements set out in Chapter 14 and/or 14A App1B(43)(6) of the Listing Rules which has been issued since 31 December, 2009, being the date to which the latest published audited consolidated financial statements of the Company were made up.

V-11 NOTICE OF EGM

(incorporated in Hong Kong with limited liability) (Stock Code: 81)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of China Overseas Grand Oceans Group Limited (the “Company”) will be held at 11th Floor, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Wednesday, 15 December, 2010 at 3:30 p.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as an ordinary resolutions of the Company respectively:

ORDINARY RESOLUTION

1. (a) THAT subject to the consent of The Stock Exchange of Hong Kong Limited and the Executive Director of Corporate Finance Division of the Securities and Futures Commission of Hong Kong pursuant to The Code on takeovers and Mergers of Hong Kong (if necessary), the acquisition agreement (“Acquisition Agreement”) dated 2 November, 2010 (a copy of the Acquisition Agreement has been produced to this meeting, marked “A” and signed by the Chairman of this meeting for the purpose of identification and the details of which are set out in the circular of the Company dated 26 November, 2010 (the “Circular”), a copy of which has been produced to this meeting marked “B” and signed by the Chairman of this meeting for the purpose of identification) in relation to the acquisition (“Acquisition”) of 28.26% equity interest in Pan China Land (Holdings) Corporation and 30% equity interest in Terborley Limited entered into by the Company, Assure Win Investments Limited, Mr. Wang Tao Guang, Mr. Cheng Yang and Kentrise Company Inc. with the consideration for the Acquisition being HK$1,233,927,895, which shall be satisfied by the Company by the issue of 246,785,579 shares of HK$0.01 each of the Company or in cash in accordance with the terms of the Acquisition Agreement, be and are hereby approved, confirmed and ratified; and

(b) the Directors, acting together, individually or by committee, be and are hereby authorised to take such actions, do such things and execute such further documents or deeds for and on behalf of the Company as such Directors may, in their opinion, consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation and completion of the Acquisition Agreement and any transactions contemplated thereunder.

By Order of the Board China Overseas Grand Oceans Group Limited Hao Jian Min Chairman and Non-Executive Director

Hong Kong, 26 November, 2010

N-1 NOTICE OF EGM

Registered office: Suite 3012, 30/F One Pacific Place 88 Queensway Hong Kong

Notes:

1 A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or more than one proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. A proxy so appointed shall also have the same right as the member to speak at the Meeting.

2 Where there are joint holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto, provided that if more than one of such joint holders be present at the Meeting personally or by proxy, the person whose name stands first in the register in respect of such share shall alone be entitled to vote in respect thereof.

3 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if such appointor is a corporation, under its common seal or under the hand of some officer of the corporation duly authorised in that behalf.

4 The form of proxy and, if required by the Company, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority thereof, shall be deposited at the Company’s share registrar, Tricor Standard Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the Meeting and taking the poll or the adjourned meeting, as the case may be, at which the person named as proxy in the form of proxy proposes to vote; and in default the form of proxy shall not be treated as valid.

5 Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

N-2 NOTICE OF EGM

6 A circular giving details of the Acquisition Agreement and transactions contemplated thereunder incorporating this notice will be despatched on 26 November, 2010 to the shareholders of the Company.

7 This notice will also be available for viewing on the designated website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and on the website of the Company at www.cogogl.com.hk from 26 November, 2010.

8 As at the date of this notice, the board of directors of the Company comprises nine Directors, of which four are executive Directors, namely Mr. Chen Bin, Mr. Yu Shangyou, Mr. Xiang Hong and Mr. Zhu Bing Kun; two non-executive Directors, namely Mr. Hao Jian Min and Mr. Billy K Yung, and three independent non-executive Directors, namely Dr. Timpson Chung Shui Ming, Mr. Jeffrey Lam Kin Fung and Mr. Dantes Lo Yiu Ching.

N-3