Shanghai Forte Land Co., Ltd.*

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 14A.58(3)(b)

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Shanghai Forte Land Co., Ltd.*, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the LR14A.59 contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

App1B.1

SHANGHAI FORTE LAND CO., LTD.* (a sino-foreign joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02337) LR13.51A

(1) CONNECTED TRANSACTIONS PROPOSED AMENDMENTS TO THE NON-COMPETITION AGREEMENT AND PROPOSED ACQUISITION OF A 67.1% EQUITY INTEREST IN RESOURCE PROPERTY CONSULTANCY (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Independent Financial Adviser to the Independent Board Committee and Independent Shareholders

SOMERLEY LIMITED

A letter from the Board is set out on pages 5 to 15 of this circular and a letter from the Independent Board Committee containing its recommendations to the Independent Shareholders is set out on pages 16 to 17 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and Independent Shareholders is set out on pages 18 to 29 of this circular. A notice convening the EGM to be held at 10 a.m. on Friday, 5 February 2010 at the conference room of the Company at Fuxing Business Building, 2 Fuxing Road East, Shanghai 200010, the PRC is set out on pages 42 to 45 of this circular. Whether or not you are able to attend the EGM in person, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof should you so desire. Shareholders who intend to attend the EGM in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Friday, 15 January 2010. * for identification purpose only 21 December 2009 CONTENTS

Page

Definitions ...... 1

Letter from the Board ...... 5 Introduction ...... 5 Proposed Amendments to the Non-competition Agreement ...... 6 Proposed Acquisition of a 67.1% Equity Interest in Resource Property Consultancy .... 8 General Information of the Parties to the Transactions ...... 12 Proposed Amendments to the Articles of Association ...... 13 Recommendation ...... 14 Extraordinary General Meeting ...... 14 Further Information ...... 15

Letter from the Independent Board Committee ...... 16

Letter from the Independent Financial Adviser ...... 18

Appendix I — Valuation Report ...... 30

Appendix II — General Information ...... 37

Notice of Extraordinary General Meeting ...... 42

—i— DEFINITIONS

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

“Acquisition” the proposed acquisition of a 67.1% equity interest in Resource Property Consultancy by Fosun Venture Capital from Forte Investment under the Equity Transfer Agreement

“Articles of Association” the articles of association of the Company

“Associates” has the meanings ascribed thereto under the Hong Kong Listing Rules

“Board” the board of Directors

“Company” Shanghai Forte Land Co., Ltd. (復地（集團）股份有限公司), a sino-foreign joint stock company incorporated in the PRC with limited liability and whose H shares are listed and traded on the main board of the Hong Kong Stock Exchange

“Company Core Business” the property or related business engaged by the Group, including without limitation, property development, sales planning, exchange and real estate agency and other ancillary property related services

“CSRC” China Securities Regulatory Commission of the State Council of the PRC

“Domestic Shares” ordinary shares in the share capital of the Company, with a par value of RMB0.20 each, which are subscribed for and credited as fully paid up in Renminbi by PRC nationals and/or PRC incorporated entities

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

“EGM” an extraordinary general meeting of the Company to be held at 10 a.m. on Friday, 5 February 2010 at the conference room of the Company at Fuxing Business Building, 2 Fuxing Road East, Shanghai 200010, the PRC to consider and approve the proposed amendments to the Non-competition Agreement, the Acquisition and the proposed amendments to the Articles of Association

“Equity Transfer Agreement” an equity transfer agreement dated 1 December 2009 and entered into between Fosun Venture Capital and Forte Investment in relation to the acquisition of a 67.1% equity interest in Resource Property Consultancy by Fosun Venture Capital from Forte Investment

“Group” the Company and its subsidiaries

—1— DEFINITIONS

“Forte Investment” Shanghai Forte Investment Management Co., Ltd. (上海復地投資管理有限公司), a limited liability company incorporated under the laws of the PRC

“Fosun” Fosun International Limited (復星國際有限公司), a company incorporated under the laws of Hong Kong and whose shares are listed and traded on the main board of the Hong Kong Stock Exchange

“Fosun Group” Shanghai Fosun High Technology (Group) Co., Ltd. (上海復星高科技（集團）有限公司), a limited liability company incorporated under the laws of the PRC

“Fosun Pharmaceutical Shanghai Fosun Pharmaceutical Development Company Development” Limited (上海復星醫藥產業發展有限公司), a limited liability company incorporated under the laws of the PRC

“Fosun Venture Capital” Shanghai Fosun Venture Capital Investment Management Co., Ltd. (上海復星創業投資管理有限公司), a limited liability company incorporated under the laws of the PRC

“Group” the Company and its subsidiaries

“H Shares” overseas listed foreign shares in the share capital of the Company, with a par value of RMB0.20 each, which are subscribed for and traded in Hong Kong dollars, for which permission to deal in and the grant of listing on the Hong Kong Stock Exchange has been obtained

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

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

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Independent Board Committee” an independent board committee of the board of directors of the Company, comprising all of its independent non-executive directors, namely, Mr. Charles Nicholas Brooke, Mr. Chen Yingjie, Mr. Zhang Hongming and Ms. Wang Meijuan

“Independent Financial Adviser” Somerley Limited, a corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO and is the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and the Equity Transfer Agreement

—2— DEFINITIONS

“Independent Shareholders” shareholders of the Company (other than Fosun and its Associates) who are not required to abstain from voting on the resolutions to be proposed at the EGM to approve the proposed amendments to the Non-competition Agreement and the Acquisition under the Hong Kong Listing Rules

”Latest Practicable Date” 18 December 2009, being the latest practicable date prior to the printing of the Circular for the purpose of ascertaining certain information in this circular

“Minority Shareholders” individuals being minority shareholders of Resource Property Consultancy, who together hold a 23% equity interest in Resource Property Consultancy and to the best of the knowledge, information and belief of the directors of Fosun and the Company having made all reasonable enquiries, each of the Minority Shareholders is not a connected person of Fosun nor the Company and is a third party independent of Fosun and the Company and their respective connected persons (except for Mr. Xu Xiaoliang who is a director and substantial shareholder of Resource Property Consultancy)

“Non-competition Agreement” a non-competition agreement dated 21 April 2009 and entered into between Fosun and the Company in relation to certain non-competition undertakings given by Fosun in favour of the Company

“Resource Property Consultancy” Shanghai Resource Property Consultancy Co., Ltd. (上海策源置業顧問有限公司), a limited liability company incorporated under the laws of the PRC

“Resolutions” the resolutions to be proposed at the EGM to approve the Supplemental Agreement, the Acquisition and the proposed amendments to the Articles of Association

“PRC” the People’s Republic of China

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

“Share(s)” the Domestic Share(s) and the H Share(s)

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

“Supplemental Agreement” a supplemental agreement dated 1 December 2009 and entered into between Fosun and the Company in relation to certain amendments to the scope of the the Company Core Business as set out under Non-competition Agreement and certain further undertakings from Fosun

—3— DEFINITIONS

“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

“RMB” Renminbi the lawful currency of the PRC

“sq.m.” square metre(s)

—4— LETTER FROM THE BOARD

SHANGHAI FORTE LAND CO., LTD.* (a sino-foreign joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02337)

Executive directors: Registered Office: LR2.14 Mr. Fan Wei (the chairman) 9th Floor Mr. Zhang Hua 510 Caoyang Road Mr. Wang Zhe Shanghai PRC Non-executive directors: Mr. Guo Guangchang Principal Place of Business in the PRC: Mr. Chen Qiyu 5th-7th Floor Mr. Feng Xiekun Fuxing Business Building 2 Fuxing Road East Independent non-executive directors: Shanghai 200010 Mr. Charles Nicholas Brooke PRC Mr. Chen Yingjie Mr. Zhang Hongming Principal Place of Business in Hong Kong: Ms. Wang Meijuan Level 28 Three Pacific Place 1 Queen’s Road East Hong Kong

21 December 2009

To the Shareholders (1) CONNECTED TRANSACTIONS PROPOSED AMENDMENTS TO THE NON-COMPETITION AGREEMENT AND PROPOSED ACQUISITION OF A 67.1% EQUITY INTEREST IN RESOURCE PROPERTY CONSULTANCY (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Dear Sirs,

1. INTRODUCTION

Reference is made to (i) the joint announcement of Fosun and the Company dated 1 December 2009 in relation to the proposed amendments to the Non-competition Agreement and the proposed acquisition of a 67.1% equity interest in Resource Property Consultancy; and (ii) the announcement of the Company dated 4 December 2009 in relation to the proposed amendments to the Articles of Association.

* for identification purpose only

—5— LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) further information in relation to the proposal amendments to the Non-completion Agreement and the Acquisition; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Supplemental Agreement and the Acquisition; (iii) the advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Agreement and the Acquisition; and (iv) further information in relation to the proposed amendments to the Articles of Association.

2. PROPOSED AMENDMENTS TO THE NON-COMPETITION AGREEMENT

2.1 Background 14A.58

Reference is made to the joint announcement dated 21 April 2009 of Fosun and the Company. Under the Non-competition Agreement, Fosun has agreed, among other matters, not to, and to procure its subsidiaries (other than the Group) not to, compete with the Group in the Company Core Business.

2.2 Supplemental Agreement

On 1 December 2009, Fosun and the Company entered into the Supplemental Agreement in order to amend the scope of the Company Core Business as set out under the Non-competition Agreement and set out certain further undertakings from Fosun.

Date

1 December 2009 14A.59(2)(a)

Parties

(i) Fosun

(ii) the Company

Major Terms

Pursuant to the Supplemental Agreement, Fosun and the Company have agreed that sales planning, exchange and real estate agency services will be taken out from the the Company Core Business. Accordingly, upon the Supplemental Agreement taking effect, the Fosun Group will be permitted to engage in sales planning, exchange and real estate agency services via Resource Property Consultancy upon completion of the Acquisition, the details of which are set out in the section headed “Proposed Acquisition of a 67.1% equity interest in Resource Property Consultancy” below.

Under the Supplemental Agreement, Fosun further undertakes that “subject to the call option and pre-emptive rights granted to the Company in relation to all potential business opportunities under the Non-competition Agreement and except for warehousing business

—6— LETTER FROM THE BOARD

opportunities which are not suitable and/or appropriate for the Company to take up at the relevant time due to legal, financial and/or commercial reasons for the purpose of providing support to the business of the Company”, it will not, and will procure its subsidiaries (other than the Group) not to, compete with the Group in the Company Core Business.

Under the Non-competition Agreement, Fosun undertakes that if Fosun becomes aware of a business opportunity which directly or indirectly competes, or may lead to competition, with the Company Core Business, Fosun or any of its subsidiaries (other than the Group) will notify the Company of such business opportunity immediately upon becoming aware of it. Fosun is also obliged to use its best efforts to procure that such opportunity is first offered to the Company upon terms that are fair and reasonable. Fosun shall procure any of its subsidiaries (other than the Group) to comply with this provision. Any decision on whether to take up such a business opportunity will be decided by the independent non-executive Directors. Under the Supplemental Agreement, Fosun further undertakes that the Fosun Group (other than the Group) shall only take up this business opportunity upon receiving the Company’s written notification that it decides not to take up such opportunity “and invites the Fosun Group to warehouse such business opportunity for it under the Non-competition Agreement”.

Upon the Supplemental Agreement taking effect, (i) Fosun Group will be able to engage in sales planning, exchange and real estate agency services; and (ii) the Company has decided not to engage in sales planning, exchange and real estate agency services upon completion of the Acquisition and will select its service providers for its real estate development projects in accordance with the market practice.

Consideration

There will be no consideration involved in the entering into of the Supplemental 14A.59(2)(c) Agreement.

Condition Precedent

The Supplemental Agreement will take effect upon the Independent Shareholders in the EGM approving, among other matters, the proposed amendments to the Non-competition Agreeement.

2.3 Reasons for the Supplemental Agreement 14A.58 14A.59(13)

The proposed amendments to the Non-competition Agreement as set out under the Supplemental Agreement enables the Fosun Group to engage in sales planning, exchange and real estate agency services via Resource Property Consultancy upon completion of the Acquisition. The reasons for the Acquisition contemplated under the Equity Transfer Agreement are set out under the section headed “Proposed Acquisition of a 67.1% equity interest in Resource Property Consultancy — Reasons for the Equity Transfer Agreement” below. In addition, the proposed amendments to the Non-competition Agreement due to the Company’s strategy to streamline its business structure will allow the Company to focus on its property development business, which will potentially increase its revenue and profitability.

—7— LETTER FROM THE BOARD

The Company is of the view that the entering into of the Supplemental Agreement: (i) is in line with the long term business plan of the Company; (ii) aims to streamline the business structure of the Company and enable the Company to focus on its property development business; and (iii) renders the Company more flexibility by selecting service providers for sales planning, exchange and real estate agency services for its real estate development projects in accordance with market practice.

As the Company will not engage in sales planning, exchange and real estate agency services upon the Supplemental Agreement taking effect and completion of the Acquisition, there will not be any potential competition from Fosun in this respect.

On the premises of the above, the Company confirms that the terms and conditions of the Supplemental Agreement would mot limit its future business development or earning potential.

2.4 Hong Kong Listing Rules Implications

Fosun is the controlling shareholder of the Company and is therefore a connected person of the 14A.59(d) Company. The proposed amendments to the Non-competition Agreement under the Supplemental Agreement constitutes a connected transaction for the Company under the Hong Kong Listing Rules.

As the proposed amendments to the Non-competition Agreement under the Supplemental 14A.59(f) 14A.59(5) Agreement will not be conducted on normal commercial terms, it is subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules and the independent shareholders’ approval requirement under Rule 14A.48 of the Hong Kong Listing Rules on the part of the Company. Save for Fosun and its Associates, no shareholder of the Company nor its Associates has a material interest in the Supplemental Agreement, and therefore is required to abstain from voting under Rule 14A.54 of the Hong Kong Listing Rules.

2.5 General

The Directors (excluding the independent non-executive Directors who expressed their views after receiving advice from the Independent Financial Adviser in the letter from the Independent Board Committee set out in this circular), by taking into account of the Acquisition, are of the view that the terms of the proposed amendments to the Non-competition Agreement under the Supplemental Agreement (i) have been negotiated on an arm’s length basis; and (ii) are fair and reasonable and in the interests of its shareholders as a whole.

3. PROPOSED ACQUISITION OF A 67.1% EQUITY INTEREST IN RESOURCE PROPERTY CONSULTANCY

3.1 Background

As at the date of this circular, the registered capital of Resource Property Consultancy in the 14A.58 amount of RMB5,000,000 (equivalent to approximately HK$5,676,077.60) was contributed by Forte

—8— LETTER FROM THE BOARD

Investment and the Minority Shareholders in the amount of RMB3,850,000 (equivalent to approximately HK$4,370,579.75) and RMB1,150,000 (equivalent to approximately HK$1,305,497.85), representing 77% and 23% of the registered capital of Resource Property Consultancy, respectively.

3.2 Equity Transfer Agreement

Fosun Venture Capital and Forte Investment, each a wholly-owned subsidiary of Fosun and the Company, respectively, entered into the Equity Transfer Agreement on 1 December 2009, whereby Fosun Venture Capital has agreed to acquire from Forte Investment a 67.1% equity interest in Resource Property Consultancy for a consideration of RMB91,440,000 (equivalent to approximately HK$103,804,107.21).

Date

1 December 2009

Parties

(i) Fosun Venture Capital

(ii) Forte Investment

Transaction

Pursuant to the Equity Transfer Agreement, Fosun Venture Capital has agreed to acquire from Forte Investment a 67.1% equity interest in Resource Property Consultancy for a 14A.59(2)(c) consideration of RMB91,440,000 (equivalent to approximately HK$103,804,107.21), which shall be fully settled in cash by Fosun Venture Capital with its internal resources within 60 days after the fulfilment of the conditions precedent as set out below.

Consideration

The consideration in the amount of RMB91,440,000 (equivalent to approximately HK$103,804,107.21) has been arrived at after arm’s length negotiations between the parties to the Equity Transfer Agreement with reference to, among other factors, (i) the unaudited consolidated net asset value attributable to equity holders of Resource Property Consultancy in the amount of RMB64,582,824 (equivalent to approximately HK$73,315,424.17) as at 31 December 2008 prepared in accordance with the generally accepted accounting principles in the PRC; and (ii) the appraised value of the entire equity interest of Resource Property Consultancy in the amount of RMB119,103,000 (equivalent to approximately HK$135,207,574.16) as at 31 October 2009 as set out in a business valuation report prepared by Jones Lang LaSalle Sallmanns Limited with reference to the prevailing market prices of similar assets.

—9— LETTER FROM THE BOARD

Conditions Precedent

The completion of the Acquisition under the Equity Transfer Agreement will be conditional upon, among other matters, the fulfilment of the following conditions precedent:

(i) the Independent Shareholders in the EGM approving, among other matters, (a) the proposed amendments to the Non-competition Agreement as set out under the Supplemental Agreement; and (b) the Acquisition as contemplated under the Equity Transfer Agreement;

(ii) a written confirmation from each of the Minority Shareholders confirming that each of them has given his consent in respect of the Acquisition and has waived his right of first refusal in respect of the 67.1% equity interest under the Equity Transfer Agreement; and

(iii) the registration by the relevant State Administration of Industry and Commerce of the PRC in respect of the Acquisition.

Completion

The completion of the Acquisition under the Equity Transfer Agreement will take place within 60 days after all the conditions precedent above have been duly fulfilled.

Financial Information

The unaudited consolidated net asset value attributable to equity holders of Resource Property Consultancy as at 31 December 2008 was RMB64,582,824.

The unaudited consolidated net profit (loss) before and after taxation and extraordinary items of Resource Property Consutlancy for the two years ended 31 December 2007 and 2008, prepared in accordance with the generally accepted accounting principles in the PRC, were as follows:

For the For the year ended year ended 31 December 31 December 2007 2008 RMB RMB

Unaudited consolidated net profit/(loss) before taxation and extraordinary items 161,807,421 (69,357,117) Unaudited consolidated net profit/(loss) after taxation and extraordinary items 132,592,253 (70,723,533)

—10— LETTER FROM THE BOARD

The unaudited revenue of Resource Property Consultancy for the two years ended 31 December 2007 and 2008, respectively, were as follows:

For the year ended For the year ended 31 December 2007 31 December 2008 RMB % RMB %

Provision of sales planning, exchange and real estate agency services to the Group 87,730,055.54 39 34,590,716.69 37 Provision of sales planning, exchange and real estate agency services to third parties 137,426,161.74 61 58,325,055.80 63 Total: 225,156,217.28 100 92,915,772.49 100

3.3 Reasons for the Equity Transfer Agreement 14A.58 14A.59(13) The Company is principally engaged in property development in the PRC. Currently, it is also engaged in sales planning, exchange and real estate agency services (via Resource Property Consultancy), which are regarded as ancillary services to its property development business. In order to streamline its business structure and focus on its core business while realizing its investment in Resource Property Consultancy at a reasonable price, the Company has decided to dispose of a 67.1% equity interest in Resource Property Consultancy.

Upon the completion of the Acquisition, Resource Property Consultany will cease to be a 14A.59(16) subsidiary of the Company (the Company will remain as the holder of a 9.9% equity interest in Resource Property Consultancy) and the Company will select its service providers for sales planning, exchange and real estate agency services for its real estate development projects in accordance with the market practice. Resource Property Consultancy may or may not be selected as a service provider.

Fosun and the Company believe that after Resource Property Consultancy becomes a subsidiary of Fosun upon completion of the Acquisition, Resource Property Consultancy (i) will have more flexibility to access to the PRC capital market, including but not limited to, an initial public offering on the Chinext, the growth enterprise market of the Shenzhen Stock Exchange; and (ii) will be able to provide services to other property developers independently and thus, increase its revenue stream.

According to the knowledge and belief of Chen & Co. Law Firm, the PRC legal counsel of the Company, (i) under the PRC laws and regulations as at the date of the joint announcement dated 1 December 2009, there is no regulation in respect of a proposed listing of a PRC subsidiary of a PRC listed issuer or an overseas listed issuer on a PRC local stock exchange; (ii) there would be impediments in the approval process of an application for initial public offering and listing of A shares of a PRC incorporated company on a PRC local stock exchange by way of a spin-off exercise of a PRC listed issuer; and (iii) there were successful cases of listing of a PRC incorporated company on a PRC local stock exchange by way of a spin-off exercise of an overseas listed issuer, however, such precedent cases do not indicate the current and/or future approval inclination of the CSRC on similar cases, which will be subject to the approval opinion of the CSRC.

—11— LETTER FROM THE BOARD

3.4 Hong Kong Listing Rules Implications

Fosun is the controlling shareholder of the Company and is therefore a connected person of the 14A.59(d)&(f) Company. The Acquisition constitutes a connected transaction for the Company under the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.10 of 14A.59(5) the Hong Kong Listing Rules) in respect of the Acquisition exceed 2.5%, the Acquisition is subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Hong Kong Listing Rules and the independent shareholders’ approval requirement under Rule 14A.48 of the Hong Kong Listing Rules on the part of the Company. Save for Fosun and its Associates, no shareholder of the Company nor its Associates has a material interest in the Acquisition, and therefore is required to abstain from voting under Rule 14A.54 of the Hong Kong Listing Rules.

As all of the applicable percentage ratios (as defined under Rule14.04(9) of the Hong Kong Listing Rules) in relation to the Acquisition are below 5%, the Acquisition does not constitute a discloseable transaction of the Company under Chapter 14 of the Hong Kong Listing Rules.

3.5 General

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, there is no other transaction entered into between any member of the Group and Fosun Venture Capital and its ultimate beneficial owner(s) within a 12-month period prior to the date of the joint announcement dated 1 December 2009 or otherwise related, which would be, together with the transaction under the Equity Transfer Agreement, regarded as a series of transactions and treated as if they are one transaction under Rule 14.22 and/or Rule 14A.25 of the Hong Kong Listing Rules.

4. GENERAL INFORMATION OF THE PARTIES TO THE TRANSACTIONS 14A.59(2)(a)

The Company

The Company is a 70.56% owned subsidiary of Fosun. It is principally engaged in the development and sale of high quality commercial and residential properties in the PRC.

Fosun

The principal activities of Fosun are: (i) pharmaceuticals; (ii) property development; (iii) steel; (iv) mining and (v) retail, services and strategic investments.

Fosun Venture Capital

Fosun Venture Capital is a limited liability company incorporated under the laws of the PRC and a wholly-owned subsidiary of Fosun. It is principally engaged in investment management.

—12— LETTER FROM THE BOARD

Forte Investment

Forte Investment is a limited liability company incorporated under the laws of the PRC and a wholly-owned subsidiary of the Company. It is principally engaged in investment management and real estate investment.

Resource Property Consultancy

Resource Property Consultancy is a limited liability company incorporated under the laws of the PRC. It is principally engaged in sales planning, exchange and real estate agency services.

5. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to make certain amendments to the Articles of Association to reflect: (i) the transfer by Fosun Pharmaceutical Development to Fosun Group of 241,917,615 Domestic Shares, representing approximately 9.56% of the issued share capital of the Company; and (ii) the proposed adjustment to the business scope of the Company to focus on its property development business.

The proposed amendments to the Articles of Association are set out below:

1. Article 21 of the Articles of Association will be amended by inserting the following paragraphs at the end of Article 21:

After the approval by the Ministry of Commerce of the PRC or its authorized branches, Shanghai Fosun Pharmaceutical Development Company Limited will transfer 241,917,615 Domestic Shares with a par value of RMB0.20 each to Shanghai Fosun High Technology (Group) Co., Ltd.

Upon the completion of the above transfer, the shareholding structure is as follows:

Percentage of the Issued Number of Share Capital Name of Shareholders Shares (Shares) (%)

Total Number of Domestic Share Including: 1,473,768,065 58.27 Shanghai Fosun High Technology (Group) Co., Ltd. 1,458,963,765 57.69 Dahua (Group) Company Limited 7,402,150 0.29 Dazhong Transportation (Group) Company Limited 7,402,150 0.29 Total Number of H Shares 1,055,538,122 41.73 Total: 2,529,306,187 100.00

—13— LETTER FROM THE BOARD

2. Paragraph 2 of Article 13 of the Articles of Association will be amended as follows:

The business scope of the Company include property development and operation, property management and consulting services for related business.

6. RECOMMENDATION

Your attention is also drawn to (i) the letter from the Independent Board Committee set out in this circular which contains the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Supplemental Agreement and the Acquisition; and (ii) the letter from the Independent Financial Adviser set out in this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Supplemental Agreement and the Acquisition and the principal factors and reasons taken into account by the Independent Financial Adviser in arriving at its advice.

The Directors (excluding the independent non-executive Directors who expressed their views after receiving advice from the Independent Financial Adviser in the letter from the Independent Board Committee set out in this circular) are of the view that the terms of the Supplemental Agreement and the Equity Transfer Agreement (i) have been negotiated on an arm’s length basis; and (ii) are fair and reasonable and in the interests of its shareholders as a whole. Accordingly the Directors (excluding the independent non-executive Directors) recommend the Independent Shareholders to vote in favour of the resolutions to approve the Supplemental Agreement and the Acquisition at the EGM as set out in the notice of EGM on pages 42 to 45 of this circular.

The Directors believe that the proposed amendments to the Articles of Association are pursuant to the requirements of the relevant PRC laws and regulations and are in the best interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend all the Shareholders to vote in favour of the resolutions to approve the proposal amendments to the Articles of Association of the EGM as set out in the notice of EGM on pages 42 to 45 of this circular.

7. EXTRAORDINARY GENERAL MEETING

A notice convening the EGM is set out on pages 42 to 45 of this circular. The EGM will be held at 10 a.m. on Friday, 5 February 2010 at the conference room of the Company at Fuxing Business Building, 2 Fuxing Road East, Shanghai 200010, the PRC, at which the Resolutions will be proposed to approve the Supplement Agreement and the Acquisition and the proposed amendments to the Articles of Association.

Votes for the Resolutions at the EGM shall be taken by way of poll.

In accordance with the Hong Kong Listing Rules, Fosun and its Associates will abstain from voting on the resolutions in relation to the Supplemental Agreement and the Acquisition to be proposed at the EGM. As of the Latest Practicable Date, Fosun and its Associates, directly and indirectly, hold 1,458,963,765 Domestic Shares and 325,710,000 H Shares, representing approximately 70.56% in total of the issued share capital of the Company.

—14— LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, other than Fosun and its Associates, no connected person nor shareholders of the Company nor their respective associates with a material interest in the Supplemental Agreement and the Acquisition is required to abstain from voting at the EGM.

The Supplemental Agreement and the Acquisition are subject to the approval of the Independent Shareholders by way of ordinary resolutions at the EGM. The proposal amendments to the Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the EGM.

Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof, and deposit it with Computershare Hong Kong Investor Services Limited, the H share registrar and transfer office of the Company in Hong Kong, at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong. 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. Shareholders who intend to attend the EGM in person or by proxy should complete and return the reply slip in accordance with the instructions printed thereon on or before Friday, 15 January 2010.

8. FURTHER INFORMATION

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

Yours faithfully, For and on behalf of Shanghai Forte Land Co., Ltd. Fan Wei Chairman

—15— LETTER FROM THE INDEPENDENT BOARD COMMITTEE 14A.58(3)(c) 14A.59(7)

SHANGHAI FORTE LAND CO., LTD.* (a sino-foreign joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02337)

21 December 2009

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS PROPOSED AMENDMENTS TO THE NON-COMPETITION AGREEMENT AND PROPOSED ACQUISITION OF A 67.1% EQUITY INTEREST IN RESOURCE PROPERTY CONSULTANCY

We refer to the circular of the Company dated 21 December 2009 (the “Circular”) of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings when used herein.

We have been appointed to form the Independent Board Committee to consider and advise the Independent Shareholders as to whether, in our opinion, (i) the proposed amendments to the Non-competition Agreement as set out under the Supplemental Agreement; and (ii) the Acquisition contemplated under the Equity Transfer Agreement, details of which are set out in the letter from the Board contained in the Circular, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Having considered the terms of (i) the Supplemental Agreement; and (ii) the Equity Transfer Agreement, and the advice of the Independent Financial Adviser in relation thereto as set out on pages 18 to 29 of the Circular, we are of the opinion that the terms of (i) the Supplemental Agreement; and (ii) the Equity Transfer Agreement, are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

* For identification purpose only

—16— LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Accordingly, we recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve (i) the entering into of the Supplemental Agreement; and (ii) Acquisition contemplated under the Equity Transfer Agreement by way of poll.

Yours faithfully, For and on behalf of the Independent Board Committee

Charles Nicholas Brooke Chen Yingjie

Zhang Hongming Wang Meijuan

—17— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER LR14A.58(d) 14A.59(8)

Set out below is the text of the letter of advice from Somerley Limited to the Independent Board Committee and the Independent Shareholders in respect of the Supplemental Agreement and the Equity Transfer Agreement, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY LIMITED 10th Floor The Hong Kong Club Building 3A Chater Road Central Hong Kong

21 December 2009

To: The Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTIONS IN RELATION TO PROPOSED AMENDMENTS TO THE NON-COMPETITION AGREEMENT AND PROPOSED DISPOSAL OF A 67.1% EQUITY INTEREST IN RESOURCE PROPERTY CONSULTANCY

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in connection with (i) the proposed amendments to the Non-Competition Agreement under the Supplemental Agreement; and (ii) the disposal of 67.1% equity interest in Resource Property Consultancy by the Group pursuant to the Equity Transfer Agreement (the “Disposal”). Details of the Supplemental Agreement, the Equity Transfer Agreement and Resource Property Consultancy are contained in the circular to the Shareholders dated 21 December 2009 (the “Circular”), of which this letter forms a part. Unless otherwise defined, terms used in this letter shall have the same meanings as defined in the Circular.

Fosun is the controlling shareholder of the Company and is therefore a connected person of the Company. The proposed amendments to the Non-competition Agreement under the Supplemental Agreement constitute a connected transaction for the Company under the Hong Kong Listing Rules.

As the proposed amendments to the Non-competition Agreement under the Supplemental Agreement will not be conducted on normal commercial terms, it is subject to, among other things, the Independent Shareholders’ approval by way of poll at the EGM. Fosun and its Associates will abstain from voting at the EGM.

—18— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Fosun Venture Capital is a wholly owned subsidiary of Fosun and, therefore, is a connected person of the Company. The Disposal constitutes a connected transaction for the Company under the Hong Kong Listing Rules. As one or more of the applicable percentage ratios (as defined under Rule 14A.10 of the Hong Kong Listing Rules) in respect of the Disposal exceed 2.5%, the Disposal is subject to among other things, the Independent Shareholders’ approval by way of poll at the EGM. Fosun and its Associates will abstain from voting at the EGM.

The Independent Board Committee, comprising all four independent non-executive Directors namely Mr. Charles Nicholas Brooke, Mr. Chen Yingjie, Mr. Zhang Hongming and Ms. Wang Meijuan, has been established to advise the Independent Shareholders regarding the fairness and reasonableness of the Supplemental Agreement and the Equity Transfer Agreement. We, Somerley Limited, have been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

We are not connected with the Company, Fosun, their respective substantial shareholders or associates and accordingly are considered suitable to give independent financial advice on the above matters. Apart from the normal professional fees payable to us in connection with this appointment, no arrangement exists whereby we will receive any fees or benefits from the Company, Fosun, their respective substantial shareholders and/or associates.

In formulating our opinion and recommendation, we have reviewed, amongst others, the Non-competition Agreement, the Supplemental Agreement, the Equity Transfer Agreement, the valuation report dated 21 December 2009 on the entire equity interest of Resource Property Consultancy issued by Jones Lang LaSalle Sallmanns Limited (the “Valuer”) (the “Valuation Report”) as set out in Appendix I of the Circular, the annual reports of the Company for the financial years 2007 (the “2007 Annual Report”) and 2008 (the “2008 Annual Report”), the interim report of the Company for the six months ended 30 June 2009 (the “2009 Interim Report”) and the information contained in the Circular. We have also discussed the valuation methodology and bases and assumptions for the valuation of the entire equity interest of Resource Property Consultancy with the Valuer.

We have relied on the information and facts supplied, and the opinions expressed, by the Directors and the management of the Group, which we have assumed to be true, accurate, complete and not misleading in all material aspects as at the date of this letter and will remain so up to the date of the EGM. We have sought and received confirmation from the Directors and management of the Group that no material facts have been omitted from the information supplied and opinions expressed by them to us. We consider that the information which we have received is sufficient for us to reach our advice and recommendation as set out in this letter and to justify our reliance on such information. We have no reason to doubt the truth, accuracy or completeness of the information provided to us or to believe that any material information has been omitted or withheld. We have not, however, conducted any independent investigation into the business and affairs of the Group or the Fosun Group nor have we carried out any independent verification of the information supplied.

—19— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS TAKEN INTO ACCOUNT

In arriving at our opinion and recommendation, we have taken into account the principal factors and reasons set out below.

1. Principal business activities of the Group

The Company is principally engaged in development and sale of high quality commercial and residential properties in the PRC. Set out below is the summary of the Group’s financial information for the two years ended 31 December 2008 as extracted from the 2008 Annual Report, and for the six months ended 30 June 2008 and 30 June 2009 respectively as extracted from the 2009 Interim Report:

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

Revenue 3,976,647 3,733,255 1,033,117 2,003,574

Gross profit 1,252,392 1,773,282 624,364 701,266

Profit attributable to equity holders 711,050 101,655 35,981 286,700

Equity attributable to equity holders 5,084,971 5,284,587 5,080,410 5,682,296

In 2008 the Group recorded a total turnover of approximately RMB3,733,255,000, represented a decrease of approximately 6.1% as compared with that of RMB3,976,647,000 in 2007. The decrease was mainly due to a reduction of booked gross floor area (“GFA”) by 29.1% in 2008. The Group reported improvement in gross profit in the year ended 31 December 2008. The Group’s gross profit in 2008 was approximately RMB1,773,282,000, represented an increase of approximately 41.6% as compared to approximately RMB1,252,392,000 in 2007. The Group’s gross profit margin in 2008 was 47.5%, an increase of approximately 16% as compared to approximately 31.5% in 2007, which was mainly attributable to the fact that the majority of the turnover was generated by the certain projects which accounted for approximately 48.1% of the combined booked GFA of the year with relatively higher gross profit margin.

During the six months ended 30 June 2009, the Group recorded a total turnover of approximately RMB2,033,574,000, representing an increase of approximately 96.8% as compared to approximately RMB1,033,117,000 for the corresponding period in 2008. The increase in turnover was mainly attributed to an increase of approximately 284.6% in the amount of booked GFA from projects consolidated into the accounts of the six months ended 30 June 2009.

—20— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As reported in the 2008 Annual Report, profit attributable to equity holders of the Company in 2008 was approximately RMB101,655,000, represented a decrease of approximately 85.7% as compared to approximately RMB711,050,000 in 2007, which was mainly due to, amongst others, that (i) an impairment loss of approximately RMB190,226,000 was made in 2008 due to the significant decline in the market value of available for sale equity investments in Shanghai Zendai Property Development Co. Ltd.; (ii) an inventory impairment provision of approximately RMB80,456,000 was made for certain properties; (iii) the additional land appreciation tax provision increased by approximately RMB160,167,000 as compared with that of 2007, since most of the properties were low-density houses with higher gross profit margins in 2008; (iv) no non-recurring profits such as gain on disposal of equity interest incurred in 2008; and (v) the Group further expanded the development scale in 2008 and the administrative expenses increased accordingly.

During the six months period ended 30 June 2009, profit attributable to equity holders of the Company was approximately RMB286,700,000, representing an increase of approximately 696.8% as compared to approximately RMB35,981,000 for the same period in 2008, which was mainly attributable to, among other things, the booked GFA during the period is higher than that of the corresponding period in 2008, and the decrease in general and administrative expenses and selling expenses due to the Group’s improved management efficiency.

In the financial year ended 31 December 2008, there were 34 projects under development (including joint ventures in which the Group owns equity interests). Total GFA of these projects was approximately 3,307,175 sq.m., of which a total GFA of approximately 2,393,126 sq.m. was attributable to the Company, represented an increase of approximately 41.1% compared with 2007.

In accordance with the Group’s development strategy and industrial policies, the Group acquired additional land primarily by participating in government tenders and auctions and acquiring equity interests of other companies. As of 30 June 2009, the Group acquired total land with a planned GFA of approximately 10,780,776 sq.m., located in 11 cities, namely Shanghai, Beijing, Tianjin, Nanjing, Hangzhou, Wuxi, Chongqing, Wuhan, Xi’an, Chengdu and Changchun. As disclosed in the 2009 Interim Report, the Directors are of the view that the current land bank of the Group is sufficient to satisfy its development needs for the next three to five years, and thereby provides a solid foundation for the Group’s long-term rapid development.

2. Background of Resource Property Consultancy

Resource Property Consultancy is a limited liability company incorporated on 3 July 2002 under the laws of the PRC. Resource Property Consultancy, together with its subsidiaries (the “Resource Group”), is principally engaged in sales planning, exchange and real estate agency services.

Resource Property Consultancy provides residential property agency services through a network of 24 subsidiaries located in various major cities throughout the PRC including Shanghai, Wuhan, Xi’an, Chongqing, Nanjing, Wuxi and Hangzhou. Resource Group has a strong sales network in Shanghai which generated over 78% of the total revenue of Resource Group for each of the past 3 years.

—21— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As provided in the letter from the Board of the Circular, the unaudited net asset value of Resource Group as of 31 December 2008 was RMB64,582,824.

The unaudited revenue of the Resource Group for the two years ended 31 December 2007 and 2008 were as follows:

For the year For the year ended 31 ended 31 December 2007 December 2008 RMB RMB

Provision of sales planning, exchange and real estate agency services to the Group 87,730,055 34,590,716 Provision of sales planning, exchange and real estate agency services to third parties 137,426,162 58,325,056

Total revenue 225,156,217 92,915,772

Percentage of revenue generated by provision of sales planning, exchange and real estate agency services to third parties to the revenue of the Group 3.46% 1.56%

The unaudited consolidated net profit / (loss) before and after taxation and extraordinary items of Resource Group for the three years ended 31 December 2008, prepared in accordance with the generally accepted accounting principles in the PRC, were as follows:

For the year ended 31 December 31 December 31 December 2006 2007 2008 RMB RMB RMB Net profit / (loss) before taxation and extraordinary items 60,568,405 161,807,421 (69,357,117) Net profit / (loss) after taxation and extraordinary items 48,617,506 132,592,253 (70,723,533) Percentage to net profit of the Group 10.1% 18.6% —

As discussed with the management of Resource Property Consultancy, Resource Property Consultancy enjoyed the prosperity of the real estate industry in the PRC in 2007 before the financial crisis in 2008. The loss making performance in 2008 was mainly contributed by (i) the more competitive environment in property agency services sector in the prime cities in the PRC; and (ii) the cost structure of Resource Property Consultancy. The major cost of Resource Group is labor cost. According to the Company, Resource Group is difficult to layoff employee under the new labor code in the PRC, which prevented Resource Group from cutting cost correspondently.

—22— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Reasons for the Equity Transfer Agreement

As disclosed in the letter from the Board of the Circular, Resource Group is principally engaged in sales planning, exchange and real estate agency services which are regarded as ancillary services to the Company’s property development business. In order to streamline its business structure and focus on its core business, the Company has decided to dispose of the 67.1% equity interest in Resource Property Consultancy.

As set out in the 2007 Annual Report and 2008 Annual Report, over 95% of the total revenue of the Group for each of the two years ended 31 December 2008 were derived from sales of properties in the PRC. As disclosed in the section headed “Background of Resource Property Consultancy” above, revenue of Resource Group generated by provision of sales planning, exchange and real estate agency services to third parties for the two financial years ended 31 December 2008 only represented approximately 3.46% and 1.56% of the total revenue of the Group respectively. Despite that net profit of Resource Group for the financial year ended 31 December 2007 represented approximately 18.6% of the net profit of the Group, Resource Group recorded a net loss after taxation of approximately RMB70.72 million (equivalent to approximately HK$80.28) for the financial year ended 31 December 2008.

As discussed with the management of the Company and Resource Property Consultancy, the Company arranges agency services for its property developments depending on the competencies and areas of strength of different agencies. Resource Group is only one of the numerous property agencies used by the Group. In general, the Company selects property agencies for its properties projects in the PRC (save for residential properties in Shanghai) by way of tendering and/or bidding processes. According to the Company, the Group has engaged Resource Group for providing agency services for most of its residential property sales in Shanghai as Resource Property Consultancy is considered as one of the property agencies which has strong brandname and established sales network in the residential property market in Shanghai. The Directors also confirmed that the agency services provided by Resource Group have been based on market terms in the past two years. According to the statistics provided by the Company, the Group has record total sales of properties of over 540,000 sq. m. in the PRC in the year 2008 (including joint ventures in which the Group owns equity interests), among which only approximately 116,560 sq. m. was handled by Resource Group, representing only approximately 22% of the total properties sales of the Group in 2008. On such basis, we do not consider the Group having heavy reliance on Resource Group to provide agency services to the Group.

Having observed from the above, we expect that the Disposal should not have material adverse impact on the operational performance of the Group.

On the basis of the legal opinion from Chen & Co. Law Firm, the PRC legal counsel of the Company, as disclosed in the section headed “Reasons for the Equity Transfer Agreement” in the letter from the Board in relation to the impediments in the approval process of an application for initial public offering and listing of A shares of a PRC incorporated company on a PRC local stock exchange by way of a spin-off exercise of a PRC listed issuer, the Directors are of the opinion that Resource Property Consultancy would likely to face impediments in the approval process of an application for a listing of A shares on a PRC local stock exchange by way of spin-off exercise of the Company. Accordingly, the Directors believe that after Resource Property Consultancy becomes a subsidiary of

—23— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Fosun, which is a Hong Kong incorporated company listed on the Stock Exchange, upon completion of the Disposal, Resource Property Consultancy will have more flexibility to access to the PRC capital market, including but not limited to, a listing of Resource Property Consultancy on a PRC local stock exchange by way of spin-off exercise of Fosun.

Through the Disposal, the Company can achieve its objective to streamline its business structure while realise its investment in Resource Property Consultancy at a reasonable price (analysis on reasonableness of the Consideration is set out in the section headed “Major terms and conditions of the Equity Transfer Agreement” below). Also by retaining a 9.9% equity interest in Resource Property Consultancy upon the completion the Disposal, the Group would enjoy the potential upside in the event that Resource Property Consultancy can attain further business growth and better profitability with new fundings that could be available from the PRC capital market in the future. Based on the above, we concur with the view of the Directors that the Disposal is in the interest of the Company and its shareholders as a whole.

4. Major terms and conditions of the Equity Transfer Agreement

(i) Consideration

As disclosed in the letter from the Board of the Circular, pursuant to the Equity Transfer Agreement, Fosun Venture Capital has agreed to acquire from Forte Investment the 67.1% equity interest in Resource Property Consultancy for a consideration of RMB91,440,000 (equivalent to approximately HK$103,804,107) (the “Consideration”), which shall be fully settled in cash by Fosun Venture Capital with its internal resources within 60 working days after the fulfilment of the conditions precedent as set out in the paragraph headed “Conditions precedent” below.

The Consideration in the amount of RMB91,440,000 (equivalent to approximately HK$103,804,107) has been arrived at after arm’s length negotiations between the parties to the Equity Transfer Agreement with reference to, among other factors, (i) the unaudited consolidated net asset value attributable to equity holders of Resource Property Consultancy in the amount of RMB64,582,824 (equivalent to approximately HK$73,315,424) as at 31 December 2008 prepared in accordance with the generally accepted accounting principles in the PRC (representing the net asset value of approximately RMB43,335,075 for the 67.1% equity interest in Resource Property Consultancy under the Disposal); and (ii) the appraised value of the entire equity interest of Resource Property Consultancy in the amount of RMB119,103,000 (equivalent to approximately HK$135,207,574) as at 31 October 2009 as set out in a business valuation report prepared by Jones Lang LaSalle Sallmanns Limited (representing the fair value of approximately RMB79,918,113 for the 67.1% equity interest in Resource Property Consultancy under the Disposal).

We note that the Consideration represents a premium of approximately RMB11.5 million, representing approximately 14.4%, over the appraised value of the 67.1% equity interest in Resource Property Consultancy as at 31 October 2009.

We have reviewed and discussed with the Valuer regarding the methodology and approach of the valuation. We noted that the Valuer has principally adopted the market approach, which

—24— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER is to consider prices recently paid for similar assets, with adjustments made to market prices to reflect condition and utility of the appraised assets relative to the market comparative. In assessing the value of 100% equity interest in Resource Property Consultancy, different value measures or market value multiples of the comparable companies (the “Comparables”) are calculated and analysed to induce a series of multiples that are considered representative for the industry average, which was then applied to determine the value of 100% equity interest in Resource Property Consultancy on a freely traded basis.

We noted that the Valuer has shortlisted 5 Comparables which are companies listed in developed stock markets with its principal businesses including property agency business in the PRC. We also understand from the Valuer that companies listed in the stock exchanges in emerging markets (such as A-shares company in the PRC stock market) have been excluded due to price volatility and short history of those emerging stock markets. Resource Group is principally engaged in sales planning, exchange and real estate agency services in the PRC, we concurred with the Valuer that using companies within the same business sector serves as good pricing indicators for the value of Resource Property Consultancy. We also agreed to the Valuer that choosing companies listed in the developed stock markets would provide transparent and reliable financial information for comparison purposes. We have reviewed the particulars of the Comparables and considered that the list of Comparables is reasonable.

Based on the business scope, size, market and distribution channels of the Comparables, each of the Comparables was assigned a weighting according to its similarity to the Resource Group. We have reviewed the basis of assignment of different weighting on the Comparables and understand that Comparables with similar distribution channels and size to the Resource Group would be awarded with higher weightings, while Comparables with wider business scope (in additional to the property agency business) would receive lower weightings. We considered that the assignment of the relevant weightings is reasonable.

The price-to sales ratio (“P/S”) and the enterprise value-to sales ratio (“EV/S”) of the Comparables were calculated by the Valuer. We concur with the Valuer’s view in rejecting the use of price-to-earning (“P/E”) and price-to-book ratios (“P/B”) in determining the value of 100% equity interest in Resource Property Consultancy given that Resource Property Consultancy has recorded a loss in the year ended 31 December 2008 and, like other companies in property agency industries, Resource Group does not have substantial fixed assets. By applying the weighted average P/S and EV/S ratios of the Comparables to the 2008 annual turnover of Resource Group of approximately RMB92,915,772, the average equity value of Resource Property Consultancy was arrived. We have reviewed the said basis and approach of arriving at the financial ratios, and considered that they are reasonable.

As Resource Property Consultancy does not enjoy immediate liquidity, the Valuer has applied the Discount For Lack of Marketability to the value of Resource Property Consultancy they have estimated from the market approach to account for its lack of marketability.

We understand that the market value multiple analysis is a common methodology for deriving an estimated value of a company by reference to the market value multiples of comparable public-listed companies, which requires fewer assumptions than other methodologies

—25— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

such as discounted cash flow valuations. Thus we consider that the methodology adopted by the Valuer is acceptable and appropriate. Having considered the above, in particular, the Consideration represents a 14.4% premium over the appraised value of 67.1% equity interest Resource Property Consultancy, we concur with the Directors’ view that the Consideration is fair and reasonable.

(ii) Conditions precedent

The completion of the Disposal under the Equity Transfer Agreement will be conditional upon, among other matters, the fulfillment of the following conditions precedent:

(i) the Independent Shareholders in the EGM approving, among other matters, (a) the proposed amendments to the Non-competition Agreement as set out under the Supplemental Agreement; and (b) the Disposal as contemplated under the Equity Transfer Agreement;

(ii) a written confirmation from each of the Minority Shareholders confirming that each of them has given his consent in respect of the Disposal and has waived his right of first refusal in respect of the 67.1% equity interest under the Equity Transfer Agreement; and

(iii) the registration by the relevant State Administration of Industry and Commerce of the PRC in respect of the Disposal.

The completion of the Disposal under the Equity Transfer Agreement will take place within 60 days after all the conditions precedent above have been duly fulfilled.

Based on the above, we are of the view that the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable, and that the entering into of the Equity Transfer Agreement is in the interest of the Company and the Shareholders as a whole.

5. Financial impacts of the Equity Transfer Agreement

(i) Earnings

Following the completion of the Equity Transfer Agreement, Resource Property Consultancy will cease to be a subsidiary of the Company. Resource Property Consultancy will become an available-for-sale financial asset of the Group upon completion of the Disposal, and its result will not be accounted for in the Group’s consolidated income statement. As Resource Property Consultancy has recorded a loss of approximately RMB70,723,533 for the year ended 31 December 2008, the Disposal is not expected to have a material adverse impact to the Group’s earnings immediately upon completion of the Equity Transfer Agreement.

—26— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(ii) Working capital

According to the 2009 Interim Report, the Group had cash and cash equivalent of approximately RMB2,897 million. After taking into account the receipt of the Consideration in cash, the Directors estimated that the cash on hand of the Group will remain at a level of over RMB2 billion immediately upon completion of the Equity Transfer Agreement. On such basis, we concur with the view of the Directors that the receipt of the Consideration will not have material adverse impact on the working capital of the Group.

(iii) Net asset value

As at 30 June 2009, the audited consolidated net asset value attributable to equity holders of the Company was approximately RMB5,682 million. Upon completion of the Equity Transfer Agreement, the investment in Resource Property Consultancy will be accounted for as an available-for-sale financial asset in the Group’s consolidated financial statements. Given that the Consideration represents an approximately 111.0% premium over the net asset value for the 67.1% equity interest in Resource Property Consultancy and will be settled entirely by cash, the Directors expect that the Disposal will increase the Group’s consolidated net asset value immediately upon completion of the Equity Transfer Agreement.

Having considered the above, we concur with the view of the Directors that the Disposal will not generate material adverse impact to earnings, working capital and net asset value of the Group immediately upon completion of the Equity Transfer Agreement.

6. Major terms and conditions of the Supplemental Agreement

Under the Non-competition Agreement, Fosun has agreed, among other matters, not to, and to procure its subsidiaries (other than the Group) not to, compete with the Group in the Company Core Business, including without limitation, property development, sales planning, exchange and real estate agency and other ancillary property related services.

On 1 December 2009, Fosun and the Company entered into the Supplemental Agreement in order to amend the scope of the Company Core Business as set out under the Non-Competition Agreement. Pursuant to the Supplemental Agreement, Fosun and the Company have agreed that sales planning, exchange and real estate agency services will be taken out from the Company Core Business. Accordingly, upon the Supplemental Agreement taking effect, Fosun Group will be permitted to engage in sales planning, exchange and real estate agency services via Resource Property Consultancy upon completion of the Disposal.

As discussed in section headed “Reasons for the Equity Transfer Agreement” above, the Group has decided to streamline its business structure and focus on its property development core business by way of the Disposal. Through the Disposal, the Company can achieve its objective to streamline its business structure while can realize its investment in Resource Group at a reasonable price. According to the Company, Resource Group is the only group of subsidiaries within the Group which is principally engaged in sales planning, exchange and real estate agency services. Upon completion of the Disposal, interests held in Resource Property Consultancy by the Group will be accounted for

—27— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER as available-for-sale investment only and the Group will cease to be engaged in sales planning, exchange and real estate agency business. We are also confirmed by the Directors that the Company has no intention to re-engage in the business of sales planning, exchange and real estate agency services after completion of the Disposal. On the above basis, we concur with the Directors’ view that the amendment on the scope of the Company Core Business (i) would not impair the interest of the Group if any potential property agency business opportunity arise in the future; and (ii) would not result in material direct competition/conflict to the then principal business of the Group which is property development business upon the completion of the Disposal.

We noted that there will be no consideration involved in the entering into of the Supplemental Agreement. However, in view of that (i) the amendment on the scope of the Company Core Business as a result of the Company’s strategy to streamline its business structure through the Disposal will allow the Company to focus on its property development business which, in the view of the Directors may potentially increase its revenue and profitability, and realize the Group’s investment in Resource Group at a reasonable price; and (ii) the terms of the Equity Transfer Agreement are fair and reasonable, in particular, the Consideration represents a 14.4% premium over the appraised value of 67.1% equity interest in Resource Property Consultancy, and the Disposal is in the interest of the Company and its shareholders as a whole as discussed in the section headed “Major terms and conditions of the Equity Transfer Agreement” above, we consider the amendment on the scope of the Company Core Business fair and reasonable and in the interest of the Company and its shareholders as a whole.

In addition to the existing provisions under the Non-competition Agreement, pursuant to the Supplemental Agreement, Fosun further undertakes that subject to the call option and pre-emptive rights granted to the Company in relation to all potential business opportunities under the Non-competition Agreement and except for warehousing business opportunities which are not suitable and/or appropriate for the Company to take up at the relevant time due to legal, financial and/or commercial reasons for the purpose of providing support to the business of the Company, it will not, and will procure its subsidiaries (other than the Group) not to, compete with the Group in the Company Core Business. Fosun further undertakes that Fosun Group (other than the Group) shall only take up this business opportunity upon receiving the Company’s written notification that it decides not to take up such opportunity and invites Fosun Group to warehouse such business opportunity for it under the Non-competition Agreement. We consider that these terms of the Supplemental Agreement further reinforce the existing protection to the Company and its Shareholders.

Based on the above, we consider the terms of the Supplemental Agreement fair and reasonable and in the interest of the Company and its shareholders as a whole.

—28— LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Based on the above principal factors and reasons, we are of the opinion that the terms of the Equity Transfer Agreement are on normal commercial terms and are fair and reasonable, and the Disposal pursuant to the Equity Transfer Agreement is in the interests of the Company and the Shareholders as a whole. We are also of the opinion that the terms of the Supplemental Agreement are fair and reasonable so far as the Independent Shareholders are concerned, and the entering into of the Supplemental Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, that the Independent Shareholders should vote in favour of the ordinary resolutions in relation to the Equity Transfer Agreement and the Supplemental Agreement at the EGM.

Yours faithfully, for and on behalf of SOMERLEY LIMITED Kenneth Chow Director — Corporate Finance

—29— APPENDIX I VALUATION REPORT

21 December 2009

The Directors Shanghai Forte Land Co., Ltd. 7th, No.2 East Fuxing Road Shanghai 200010 China

Dear Sirs,

In accordance with your instructions, we have undertaken a valuation exercise which requires Jones Lang LaSalle Sallmanns Limited to express an independent opinion on the fair value of the 100 percent equity interest in Shanghai Resource Property Consultancy Co., Ltd. (“Shresource” or the “Company”) as at 31 October 2009 (the “Valuation Date”).

PURPOSE OF VALUATION

The purpose of this valuation is for circular reference.

BASIS OF VALUE

Fair value is defined as “The amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.”

VALUATION STANDARD

We have conducted our valuation in accordance with International Valuation Standards issued by International Valuation Standards Committee.

VALUATION METHODOLOGY

Valuation Approach

Market Approach was applied in arriving at the fair value of the 100% equity interest in Shresource.

The Market Approach considers prices recently paid for similar assets, with adjustments made to market prices to reflect condition and utility of the appraised assets relative to the market comparative.

—30— APPENDIX I VALUATION REPORT

The theory of the market approach to valuation is the economic principle of substitution: One would not pay more than one would have to pay for an equally desirable alternative.

Assumptions under the Market Approach

• Assume that there are good guideline companies existing;

• Assume that the market is efficient;

• Assume that guideline companies which we have chosen are comparable; and

• Assume the transactional data is sufficient.

Guideline Company Method

In this approach, the value of 100% equity interest in Shresource was developed through the application of the market approach technique known as “guideline company method”.

In applying the guideline company method, different value measures or market value multiples of the comparable companies are calculated and analyzed to induce a series of multiples that are considered representative for the industry average. Then, we applied reasonable relevant industry multiplies to Shresource to determine a value that is on a freely traded basis.

Specifically, we have applied the following financial ratios (Market Value Multiples) in arriving at an indicated value of 100% equity interest in Shresource:

• Price to Sales (P/S)

We apply the formula below to calculate the Equity value for Shresource:

.latest Sales in financial year of the Companyן(Equity value = (P/S

• Enterprise Value to Sales (EV/S)

We apply the formula below to calculate the Equity value for Shresource:

.latest Sales in financial year of the Companyן(Enterprise value = (EV/S

Equity value = Enterprise value + Cash - Liability

SOURCES OF INFORMATION

To develop the valuation model, we have reviewed the following sources of information:

• Background information of the Company;

—31— APPENDIX I VALUATION REPORT

• Management Account of the Company from December 2007 to October 2009;

• Industry analysis and market trend of the industry in China;

• Related data and information of the subject business;

• Related data and information of guideline companies; and

• Market and public information sourced from Bloomberg.

VALIDATION OF ASSUMPTIONS

In determining the fair value of 100% equity interest in Shresource, we have made the following assumptions:

• We have been provided with some information related to the valuation of Shresource. We have assumed such information to be reliable and legitimate. We have relied to a considerable extent of such information provided in arriving at our opinion of value.

• We have assumed that there will be no material change in the existing political, legal, technological, fiscal or economic conditions which may abruptly change the prospect of the business related to Shresource.

• In this valuation exercise, to avoid distortions from outliers, the weighted average is preferred over the mean. The weights for the comparable companies are determined by their business scope and scale.

• The 2008 financial data of the Company is applied to evaluate the equity value.

Implied Market Multiple

Comparable Companies P/E P/S P/B EV/EBIT EV/S EV/B Weight

Midland (1200 HK) N.A 2.19 3.70 N.A 1.00 1.71 5% Fortune (352 HK) N.A 3.48 0.76 N.A 2.37 0.52 30% Hopefluent (733 HK) N.A 0.74 1.27 N.A 0.86 1.25 35% Sinyi (9940 TT) 19.82 2.99 3.87 8.34 1.48 1.92 15% E-House (EJ US) 38.02 9.07 3.40 159.97 6.74 2.60 20%

Weight Average N.A 3.68 2.12 N.A 2.63 1.48 Max 38.02 9.07 3.87 159.97 6.74 2.60 Min 19.82 0.74 0.76 8.34 0.86 0.52

P/E: It is insignificant to apply P/E multiple in the open market because of negative earning in 2008. P/S: It is significant to apply 3.68 multiples in open market. P/B: It is insignificant to apply P/B multiple in the open market because of less fixed asset in property agency industry. EV/EBIT: It is insignificant to apply EV/EBIT multiple in the open market because of negative EBIT in 2008. EV/S: It is significant to apply 2.63 multiples in open market.

—32— APPENDIX I VALUATION REPORT

EV/B: It is insignificant to apply EV/B multiple in the open market because of less fixed asset in property agency industry. Each of the Comparable Companies was assigned a weighting according to its similarity to the Resource Group based on the business scope, size, market and distribution channels of the Comparable Companies.

Summary of Market Approach

RMB’000 Equity Value

P/S approach 341,930

RMB’000 Enterprise Value Cash Liability Equity Value

EV/S approach 244,368 71,467 232,831 83,005

Average Equity Value 212,467

DISCOUNT FOR LACK OF MARKETABILITY

The concept of Discount for Lack of Marketability deals with the liquidity that how quickly and easily an ownership interest can be converted to cash if the owner chooses to sell. The lack of marketability discount reflects the fact that the shares in privately held companies are not readily marketable compared to similar interest in public companies.

Most of the businesses or financial interests that we are valuing do not enjoy immediate liquidity. We thus face the task of making an adjustment from the value we have estimated from the transactions observed in the market approach to account for the lack of marketability of the business or business interest that we are valuing. That adjustment is what we refer to as the discount for lack of marketability.

In this study, we have assessed the DLOM by treating the right to sell the asset freely and easily before a liquidity event as a put option, where accounts for the factor that as time to the liquidity events gets shorter, the degree of DLOM becomes smaller. The Black-scholes model is adopted using five factors spot price, exercise price, risk free rate, time to expected liquidity and volatility to arrive at DLOM. The indicated DLOM rate is estimated as a percentage of the spot price.

The equity value after DLOM is arrived at based on the formula below:

Indicated DLOM RateןEquity value after DLOM = Valuation before DLOM

—33— APPENDIX I VALUATION REPORT

Given the management is unable to fairly estimate the time for an liquidity event, a scenario analysis is performed. It is assumed that the liquidity date will be in 1-year, 2-year and 3-year respectively for scenario analysis and the corresponding parameters used to determine the DLOM as percentage of calculated equity value as at the Valuation Date are as following:

RMB’000 1-year 2-year 3-year

Value before DLOM 212,467 212,467 212,467 Exercise price 212,467 212,467 212,467 Risk free rate 1.49% 1.96% 2.52% Time to expected Liquidity (in year) 1 2 3 Volatility 100.92% 92.63% 85.05% Put option 79,877 97,553 102,664 Indicated DLOM Rate 38% 46% 48%

RMB’000

Equity Value after 1-year DLOM 132,590 Equity Value after 2-year DLOM 114,915 Equity Value after 3-year DLOM 109,804 Average 119,103

OPINION OF VALUE

Based on the results of our investigation and analysis outlined in the letter, we are of the opinion that the fair value of the 100% equity interest in Shanghai Resource Property Consultancy Co., Ltd. as at the Valuation Date is reasonably stated as RMB 119,103,000 (RENMINBI ONE HUNDRED AND NINETEEN MILLION ONE HUNDRED AND THREE THOUSAND).

LIMITING CONDITIONS

This letter is issued subject to our Limiting Conditions as attached.

Yours Faithfully For and on behalf of Jones Lang LaSalle Sallmanns Ltd.

—34— APPENDIX I VALUATION REPORT

LIMITING CONDITIONS

1. In the preparation of this letter, we relied on the accuracy, completeness and reasonableness of the financial information, assumptions and other data related to the Company, provided to us by the Company and/or its representatives. We did not carry out any work in the nature of an audit and neither are we required to express an audit or viability opinion. We take no responsibility for the accuracy of such information. The responsibility rests solely with the Company and our letter was only used as part of the Company’s analysis in reaching their conclusion of value.

2. We have explained as part of our service engagement procedure that it is the director’s responsibility to ensure proper books of accounts are maintained, and the financial information give a true and fair view and have been prepared in accordance with the relevant companies ordinance.

3. Public information and industry and statistical information have been obtained from sources we deem to be reputable; however we make no representation as to the accuracy or completeness of such information, and have accepted the information without any verification.

4. The management of the Company has reviewed and agreed on the letter and confirmed that the basis, assumptions, calculations and results are appropriate and reasonable.

5. Jones Lang LaSalle Sallmanns Limited shall not be required to give testimony or attendance in court or to any government agency by reason of this valuation, with reference to the project described herein unless prior arrangements have been made.

6. No opinion is intended to be expressed for matters which require legal or other specialised expertise or knowledge, beyond what is customarily employed by valuers.

7. The use of and/or the reliance of the letter is subject to the terms of engagement letter/proposal and the full settlement of the fees.

8. Our conclusions assume continuation of prudent management policies over whatever period of time that is considered to be necessary in order to maintain the character and integrity of the assets valued.

9. We assume that there are no hidden or unexpected conditions associated with the subject matter under review that might adversely affect the reported review result. Further, we assume no responsibility for changes in market conditions after the Reference Date. We cannot provide assurance on the achievability of the results forecasted by the Company because events and circumstances frequently do not occur as expected; difference between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans and assumptions of management.

10. This letter has been prepared solely for the use of the directors. The letter should not be otherwise referred to, in whole or in part, or quoted in any document, circular or statement in any manner, or distributed in whole or in part or copied to any their party without our prior written consent. We shall not under any circumstances whatsoever be liable to any third party except where we specifically agreed in writing to accept such liability.

—35— APPENDIX I VALUATION REPORT

11. This letter is confidential to the client and the opinion of value expressed herein is valid only for the purpose stated in the engagement letter/or proposal as of the reference date. In accordance with our standard practice, we must state that this letter and exercise is for the use only by the party to whom it is addressed and no responsibility is accepted with respect to any third party for the whole or any part of its contents.

12. Where a distinct and definite representation has been made to us by party/parties interested in the assets valued, we are entitled to rely on that representation without further investigation into the veracity of the representation if such investigation is beyond the scope of normal business valuation work.

13. We are not environmental consultants or auditors, and we take no responsibility for any actual or potential environmental liabilities exist, and the effect on the value of the asset is encouraged to obtain a professional environmental assessment. We do not conduct or provide environmental assessments and have not performed one for the subject property.

14. This letter and the conclusion of value arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. Furthermore, the letter and conclusion of value are not intended by the author, and should not be construed by the reader, to be investment advice and for any investment purpose in any manner whatsoever. The conclusion of value represents the consideration based on information furnished by the Company and other sources.

—36— APPENDIX II GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Hong Kong Listing Rules for the App1B.2 purpose of giving information with regard to the Company. The directors of the Company collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(A) Directors’, Supervisors’ and Chief Executive’s Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company or any Associated Corporation

As at the Latest Practicable Date, the following directors, supervisors’ or chief executive of the App1B.38 Company had or deemed to have interests or short positions in the shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO)) (i) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers, to be notified to the Company and the Hong Kong Stock Exchange:

(a) Long positions in the shares, underlying shares and debentures of the Company:

Approximate percentage in the Nature of Number of relevant class of Name of director Class of shares interest shares share capital

Guo Guangchang Domestic Shares Corporate 1,458,963,765 99%

H Shares Corporate 325,710,000 30.86%

(b) Long positions in the shares, underlying shares and debentures of the Company’s associated corporations (within the meaning of Part XV of the SFO):

Number of Approximate shares percentage of directly and shares in issue Name of associated Nature of indirectly of the associated Name of directors corporation interest held corporation

Guo Guangchang Fosun International Individual 29,000 58% Holdings Ltd. Fosun Holdings Corporate 1 100% Limited Fosun International Corporate 5,024,555,500 78.24% Limited Fosun Pharmaceutical Individual 76,050 0.01% (Group) Company Limited (“Fosun Pharmaceutical (Group)”) Fan Wei Fosun International Individual 5,000 10% Holdings Ltd.

—37— APPENDIX II GENERAL INFORMATION

(B) Substantial Shareholders’ and other persons’ Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company

As at the latest Practicable Date, the following persons or entities (other than directors or chief App1B.34 executive or supervisors of the Company) had, or were deemed to have interests or short positions in the shares, underlying shares or debentures of the Company (i) which would fall to be disclosed to the Company and the Hong Kong Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (ii) which were directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or of any other company which is a subsidiary of the Company; or (iii) which were required, pursuant to Section 336 of the SFO, to be entered in the register referred to therein:

Approximate Approximate percentage in percentage the relevant in total class of share Name of Shareholders Class of shares Number of shares share capital capital

Shanghai Fosun High Domestic Shares 1,458,963,765 (L) 99.00% 57.68% Technology (Group) (Note 1) Company Limited (“Fosun High Technology”)

Fosun International Limited Domestic Shares 1,458,963,765 (L) 99.00% 57.68% (Note 2) H Shares 325,710,000 (L) 30.86% 12.88%

Fosun Holdings Limited Domestic Shares 1,458,963,765 (L) 99.00% 57.68% (Note 3) H Shares 325,710,000 (L) 30.86% 12.88% (Note 3)

Fosun International Holdings Domestic Shares 1,458,963,765 (L) 99.00% 57.68% Ltd. (Note 4) H Shares 325,710,000 (L) 30.86% 12.88% (Note 4)

Fosun Pharmaceutical Domestic Shares 241,917,615 (L) 16.41% 9.56% Development (Note 5)

Fosun Pharmaceutical (Group) Domestic Shares 241,917,615 (L) 16.41% 9.56% (Note 6)

Wong Sung Kau H Shares 64,920,000 (L) 6.15% 2.57%

—38— APPENDIX II GENERAL INFORMATION

Notes:

1 Out of these 1,458,963,765 shares, 1,217,046,150 shares are directly held by Fosun High Technology and the remaining 241,917,615 shares are deemed indirectly held through Fosun Pharmaceutical Development which is a wholly owned subsidiary of Fosun Pharmaceutical (Group). Two of the directors of the Company, namely Guo Guangchang and Fan Wei are directors of Fosun High Technology.

2 Fosun High Technology is wholly owned by Fosun International Limited. Fosun International Limited is deemed to be interested in 1,217,046,150 shares held by Fosun High Technology and 241,917,615 shares held by Fosun Pharmaceutical Development. Two of the directors of the Company, namely Guo Guangchang and Fan Wei are the directors of Fosun International Limited.

3 Fosun Holdings Limited owns 78.24% share interest of Fosun International Limited. Guo Guangchang, a director of the Company, is a director of Fosun Holdings Limited.

4 Fosun Holdings Limited is wholly owned by Fosun International Holdings Ltd. Guo Guangchang, a director of the Company, is a director of Fosun International Holdings Ltd.

5 Guo Guangchang, a director of the Company, is a director of Fosun Pharmaceutical Development.

6 The 100% share interest of Fosun Pharmaceutical Development is held by Fosun Pharmaceutical (Group) who is deemed to have interest in 241,917,615 shares held by Fosun Pharmaceutical Development. Guo Guangchang, a director of the Company, is a director of Fosun Pharmaceutical (Group).

7 (L) represents long position.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable date, none of the directors or proposed directors of the Company had App1B.39 any existing or proposed service contract with the Company or any member of the Group (excluding contracts expiring or determinable by the relevant employer within one year without payment of compensation other than statutory compensation).

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the directors of the Company are not aware of any material App1B.32 adverse change in the financial or trading position of the Group since 31 December 2008, being the date to which the latest published audited financial statements of the Group were made up.

5. INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, so far as known to the directors of the Company, none of the 14A.59(11) directors or their respective associates has any interests in other business which competes or is likely to compete with the business of the Group.

—39— APPENDIX II GENERAL INFORMATION

6. DIRECTOR’S INTERESTS IN THE ASSETS OR CONTRACTS OF THE GROUP

As at the Latest Practicable Date, none of the directors of the Company was materially interested, App1B.40(2) directly or indirectly, in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date which was significant in relation to the business of the Company.

As at the Latest Practicable Date, none of the directors of the Company has or had any interest in any assets which have been since 31 December 2008 (being the date to which the latest published App1B.40(1) audited financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

7. EXPERTS’ QUALIFICATION AND CONSENT App1B.5(1)

Name Qualification

Somerley Limited a corporation licensed to carry out type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

Jones Lang LaSalle independent valuer Sallmanns Limited

Each of Somerley Limited and Jones Lang LaSalle Sallmanns Limited has given, and has not App1B.5(2) &(3) withdrawn, its written consent to the issue of this circular with the inclusion herein of its letter and/or references to its name, in the form and context in which it appears. As at the Latest Practicable Date, each of Somerley Limited and Jones Lang LaSalle Sallmanns Limited was not interested in any share of the Company or share in any member of the Group nor did it have any right or option (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for any share of the Company or share in any member of the Group. As at the Latest Practicable Date, each of Somerley Limited and Jones Lang LaSalle Sallmanns Limited did not have any direct or indirect interest in any asset which had been, since 31 December 2008, being the date to which the latest published audited financial statements of the Company 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.

8. LITIGATION

As at the Latest Practicable Date, so far as known to the directors of the Company, neither the Company nor any other members of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is pending or threatened against the Company or any other members of the Group.

—40— APPENDIX II GENERAL INFORMATION

9. MISCELLANEOUS

(A) The registered office of the Company is situated at 9th Floor, 510 Caoyang Road, Shanghai, PRC.

(B) The Company’s H share registrar is Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

(C) The company secretary of the Company is Ms. Lo Yee Har Susan, who is a fellow member of both The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

(D) The English text of this document shall prevail over the Chinese text in the case of inconsistency.

10. DOCUMENTS AVAILABLE FOR INSPECTION App1B.43

Copies of the following documents will be available for inspection at the principal place of business in Hong Kong of the Company at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong during normal business hours between the period from 21 December 2009 to 3 January 2010 (both days inclusive):

(A) the “Letter from the Independent Board Committee”, the text of which is set out in this circular;

(B) the “Letter from the Independent Financial Adviser”, the text of which is set out in this circular;

(D) the letters of consent from each of Somerley Limited and Jones Lang LaSalle Sallmanns Limited as referred to in the paragraph headed “Expert’s Qualification and Consent” above;

(E) the Supplemental Agreement;

(F) the Equity Transfer Agreement;

(G) the Articles of Association; and

(H) this circular.

—41— NOTICE OF EXTRAORDINARY GENERAL MEETING

SHANGHAI FORTE LAND CO., LTD.* (a sino-foreign joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02337)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Shanghai Forte Land Co., Ltd. (the “Company”) will be held at 10 a.m. on Friday, 5 February 2010 at the conference room of the Company at Fuxing Business Building, 2 Fuxing Road East, Shanghai 200010, the People’s Republic of China (the “PRC”) for the purpose of considering and, if thought fit, passing the following resolutions:

As ordinary resolutions:

1. THAT the execution of and the performance by the Company of its obligations under a supplemental agreement dated 1 December 2009 and entered into between Fosun International Limited and the Company in relation to certain amendments of the scope of the core business of the Company as set out under the Non-competition Agreement (as defined under the circular dated 21 December 2009 of the Company) and set out certain further undertakings from Fosun International Limited (the “Supplemental Agreement”) (a copy of the Supplemental Agreement has been produced to the meeting marked “A” and initialled by the chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed; and THAT any one director of the Company be and is hereby authorized to sign or execute the Supplemental Agreement and related documents for and on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the Supplemental Agreement and completing the transactions contemplated thereunder with such changes as he may consider necessary, desirable or expedient.

2. THAT the execution of and the performance by the Company of its obligations under an equity transfer agreement dated 1 December 2009 and entered into between Shanghai Forte Investment Management Co., Ltd. and Shanghai Fosun Venture Capital Investment Management Co., Ltd. each a subsidiary of Fosun International Limited and the Company, respectively, in relation to the acquisition of a 67.1% equity interest in Shanghai Resource Property Consultancy Co., Ltd. by Shanghai Fosun Venture Capital Investment Management Co., Ltd. (the “Equity Transfer Agreement”) (a copy of the Equity Transfer Agreement has been produced to the meeting marked “B” and initialled by the chairman of the meeting for identification purpose) and the transactions contemplated thereby be and is hereby approved, ratified and confirmed; and THAT any one director of the Company be and is hereby authorized to sign or execute the Equity Transfer

* for identification purpose only

—42— NOTICE OF EXTRAORDINARY GENERAL MEETING

Agreement and other related documents for and on behalf of the Company and to do all such things and take all such actions as he may consider necessary or desirable for the purpose of giving effect to the Equity Transfer Agreement and completing the transactions contemplated thereunder with such changes as he may consider necessary, desirable or expedient.

As Special Resolution:

3. THAT the amendments of the Articles of Association of the Company set out as below (a copy of the Articles of Association of the Company has been produced to the meeting marked “C” and initialled by the Chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed; and THAT any one director of the Company be and is hereby authorized to deal with on behalf of the Company the relevant application, approval, registration, filing procedures and other related issues arising from the amendments of the Articles of Association of the Company; and THAT the Board be and is hereby authorised and empowered to make further amendments to the Articles of Association in order to fulfill any request that may be raised or made by the relevant authorities during the approval and/or registration of the amendments to the Articles of Association of the Company:

(A) Article 21 of the Articles of Association of the Company will be amended by inserting the following paragraphs at the end of Article 21:

Percentage Number of of the Issued Shares Share Capital Name of Shareholders (Shares) (%)

(B) Paragraph 2 of Article 13 of the Articles of Association will be amended as follows:

The business scope of the Company includes property development and operation, property management and consulting services for related businesses.

—43— NOTICE OF EXTRAORDINARY GENERAL MEETING

By order of the Board Shanghai Forte Land Co., Ltd. Fan Wei Chairman

21 December 2009, Shanghai

As at the date of this notice, the executive directors of the Company are Mr. Fan Wei, Mr. Zhang Hua and Mr. Wang Zhe, the non-executive directors of the Company are Mr. Guo Guangchang, Mr. Chen Qiyu and Mr. Feng Xiekun and the independent non-executive directors of the Company are Mr. Charles Nicholas Brooke, Mr. Chen Yingjie, Mr. Zhang Hongming and Ms. Wang Meijuan.

Notes:

(1) The register of shareholders of the Company will be closed from Wednesday, 6 January 2010 to Friday, 5 February 2010 (both days inclusive), during which period no transfer of shares will be registered. Shareholders who intend to attend and vote at the EGM must deliver all the transfer documents together with the relevant share certificates to the Company’s H share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 5 January 2010.

(2) Pursuant to the Hong Kong Listing Rules and in accordance with the articles of association of the Company, all the resolutions to be voted by poll at the EGM.

(3) Any shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy does not need to be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, such proxies can only exercise their voting rights by a poll.

(4) To be valid, the form of proxy for use by shareholders of the Company and a notarised copy of power of attorney or other authority if such proxy is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority must be delivered to the secretariat of the Board at the Company’s principal place of business in the PRC (for holders of domestic shares) or the Company’s H share registrar and transfer office in Hong Kong (for holders of H shares) at least 24 hours before the time scheduled for holding the EGM or any adjournment thereof.

The address and contact details of the Company’s principal place of business in the PRC are as follows:

5th-7th Floor Fuxing Business Building 2 Fuxing Road East

—44— NOTICE OF EXTRAORDINARY GENERAL MEETING

Shanghai 200010 The People’s Republic of China Tel: (8621) 6332 0055 Fax: (8621) 6332 5018

The address and contact details of the Company’s H share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, are as follows:

Room 1806-1807 18th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong Tel: (852) 2862 8628 Fax:(852) 2529 6087

(5) Shareholders who intend to attend the EGM in person or by proxy are required to return the reply slip by hand, by post or by fax to the secretariat of the Board of the Company’s principal place of business in the PRC (for holders of domestic shares) or the Company’s H share registrar and transfer office in Hong Kong (for holders of H shares) on or before Friday, 15 January 2010 for information purposes.

(6) A vote given in accordance with the terms of the proxy form shall be valid notwithstanding the death or loss of capacity of the appointor, or the revocation of the proxy or the withdrawal of the authority under which the proxy was executed, or the shares in respect of which the proxy is given have been transferred, provided no notice in writing with respect to these matters has been received by the Company prior to the commencement of the EGM.

(7) A shareholder or his/her/its proxy shall produce proof of identity when attending the EGM. If a legal person shareholder appoints its proxy to attend the meeting, such proxy shall produce its proof of identity and a certified copy of the resolution of the board of directors or other governing body of such legal person shareholder appointing such proxy to attend the meeting.

(8) In accordance with the articles of association of the Company, where two or more persons are registered as the joint holders of any shares, only the person whose name appears first in the register of members shall be entitled to receive this notice, to attend the EGM and exercise all the voting rights attached to such shares at the EGM, and this notice shall be deemed to have been duly served to all joint holders of such shares.

(9) The EGM is expected to last for about half a day. Shareholders of the Company and their respective proxies attending the EGM shall be responsible for their own transportation and accommodation expenses.

—45—