Very Substantial Disposal in Relation To

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. (Incorporated in Bermuda with limited liability) (Stock Code: 24) Financial Adviser China Everbright Capital Limited (1) VERY SUBSTANTIAL DISPOSAL IN RELATION TO DISPOSAL OF INTEREST IN A SUBSIDIARY (2) FINANCIAL ASSISTANCE IN RELATION TO PROVISION OF GUARANTEE FOR FINANCING OF AN ASSOCIATED COMPANY (3) RESUMPTION OF TRADING THE DISPOSAL AGREEMENT On 18 August 2014, the Company (as vendor of the Disposal Shares) and Charm Best (as vendor of the Charm Best’s Disposal Shares) on the one hand and China Land Assets (as purchaser) on the other hand entered into the Disposal Agreement, pursuant to which (i) the Company conditionally agreed to dispose and China Land Assets conditionally agreed to acquire the Disposal Shares at a consideration of RMB199,780,000, and (ii) Charm Best conditionally agreed to dispose and China Land Assets conditionally agreed to acquire the Charm Best’s Disposal Shares at a consideration of RMB60,000,000. After Completion, the Target Company (together with its subsidiaries) will cease to be a subsidiary of the Company and become an associated company of the Company. The Target Company will be indirectly held as to 45% by the Company and 55% by Charm Best through China Land Assets after the Completion and the completion of the Charm Best’s Disposal. THE GUARANTEE AGREEMENT In connection with the Disposal and the Charm Best’s Disposal, China Land (Shanghai) will obtain the First Financing and the Second Financing from the Lending Bank. China Land (Shanghai) is an associated company of the Company. The Company will enter into the Guarantee Agreement with the Lending Bank to provide guarantee for the First Financing and the Second Financing to the extent of RMB382.5 million being 45% of the maximum amount of the First Financing and the Second Financing. Mr. Ip, the ultimate controlling shareholder of Charm Best, will provide similar guarantee to the Lending Bank for the First Financing and the Second Financing to the extent of RMB467.5 million being 55% of the maximum amount of the First Financing and the Second Financing. 1 IMPLICATIONS OF THE LISTING RULES As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal is over 75%, the Disposal constitutes a very substantial disposal for the Company and is therefore subject to the reporting, announcement and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. The Guarantee will constitute a financial assistance by the Company. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Guarantee is over 25%, the Guarantee is subject to the reporting, announcement and the Shareholders’ approval requirements under Chapter 14 of the Listing Rules. Any Shareholder with a material interest in the Disposal and the Guarantee will abstain from voting on any resolutions to be proposed at the SGM to approve the Disposal Agreement and the Guarantee Agreement and the transactions contemplated thereunder. A circular containing, amongst other things, (i) further details of the Disposal and the Guarantee; (ii) financial information of the Target Group; (iii) unaudited pro forma financial information of the Remaining Group; (iv) the Valuation Report; and (v) a notice convening the SGM is expected to be despatched to the Shareholders on or before 10 September 2014. Resumption of trading At the request of the Company, trading in the Shares on the Stock Exchange was halted with effect from 9:00 a.m. on 19 August 2014 pending the release of this announcement. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on 20 August 2014. As the Disposal is subject to the fulfillment of the conditions precedent under the Disposal Agreement and may or may not proceed to Completion, Shareholders and investors are reminded to exercise caution in dealing in the securities of the Company. THE DISPOSAL AGREEMENT The Disposal Agreement Date: 18 August 2014 (as supplemented by a supplemental agreement dated 19 August 2014) Parties: (1) The Company (as vendor of the Disposal Shares) (2) Charm Best (as vendor of the Charm Best’s Disposal Shares) (3) China Land Assets (as purchaser) Assets to be disposed of by the Company and Charm Best Pursuant to the Disposal Agreement, the Company will sell the Disposal Shares, representing the entire issued share capital of the Target Company, to China Land Assets. The principal asset of the Target Company is its investment in the Yangzhou Property. Pursuant to the Disposal Agreement, Charm Best will sell the Charm Best’s Disposal Shares, being the entire issued share capital of Dynamic Gain, to China Land Assets. As at the date of this announcement, Charm Best is being in the process of reorganization and it will finally acquire the entire interest in the Wuxi Property as provided in the Disposal Agreement. The principal asset of Dynamic Gain will be investment in the Wuxi Property. The Completion and the completion of the Charm Best’s Disposal are inter-conditional and shall take place simultaneously. 2 Simplified diagrams showing the Disposal and the Charm Best’s Disposal are set out below: Before the Disposal and the Charm Best’s Disposal The Company 100% 100% Best Dynamic Mr. Ip and his Target Group International associates Limited 69% 100% 100% Burwill Yangzhou Commercial Charm Best Property Holdings Limited 45% 55% 100% Dynamic Gain # China Land China Land Assets Holdings 70% China Land (Shanghai) 葛晨徐而迅 (Ge (Xu Chen*) Erxun*) 99.6% 0.4% 新港商業投資管理無錫有限公司 (China Land Business Investment Management Wuxi Co. Ltd.*) # 100% Wuxi Property # Charm Best is being in the process of reorganization. 3 After the Disposal and the Charm Best’s Disposal The Company 100% Best Dynamic Mr. Ip and his International Limited associates 100% 100% Burwill Commercial Charm Best Holdings Limited 45% 55% China Land China Land Assets Holdings 100% 100% 70% Dynamic Gain China Land Target Group Group# (Shanghai) 69% 100% Yangzhou Wuxi Property Property # Assuming Charm Best has completed reorganization. Each of Charm Best, China Land Holdings, China Land (Shanghai), 葛晨 (Ge Chen*) and 徐而迅 (Xu Erxun*) is an Independent Third Party. Considerations The Consideration The Consideration for the Disposal Shares is RMB199,780,000 (subject to adjustment), which comprised a cash payment of RMB69,780,000 and a cash settlement of the Offshore Loan of RMB130,000,000, and shall be payable by China Land Assets in the following manner: (i) the First Payment, being an amount of RMB60,000,000, shall be payable by cash on 30 September 2014 or within 10 Business Days after the satisfaction of Conditions (ii) and (iv) set out in the section headed “The Disposal Agreement - Conditions” in this announcement (whichever is later); (ii) an amount of RMB9,780,000 shall be payable by cash on the first Business Day after the end of the third month from the date of payment of the First Payment; 4 (iii) if China Land Assets has obtained the Second Financing from China Land (Shanghai) on or prior to Completion, China Land Assets shall either (a) pay the Company an amount of RMB130,000,000 by cash within 7 Business Days after Completion; or (b) upon written instructions by the Company to China Land Assets within 7 Business Days after Completion, pay Bank of Communications Co., Ltd. (交通銀行股份有限公司 ) an amount of RMB130,000,000 by cash as settlement of the Offshore Loan; and (iv) if China Land Assets has not obtained the Second Financing from China Land (Shanghai) by Completion, China Land Assets shall pay the Company an amount of RMB130,000,000 by cash on 30 June 2015 (or any other date as agreed by the parties to the Disposal Agreement). China Land (Shanghai) has undertaken to China Land Assets to apply to the extent necessary the the First Financing and the Second Financing for settlement of the considerations payable by China Land Assets under the Disposal Agreement and repayment of outstanding loans of the Target Group and the Dynamic Gain Group (after reorganization of Charm Best) with any remaining loan proceeds retained by China Land (Shanghai) for its master leasing operation after obtaining the same from the Lending Bank. It will be more favourable for China Land (Shanghai), instead of China Land Assets, to obtain the Second Financing, which is an on-shore loan, because China Land (Shanghai) is a domestic entity and is the holding company of a number of operating subsidiaries engaged in master leasing operation. In addition to the Consideration, which the Company will receive from China Land Assets as mentioned above, since China Land Assets is held as to 45% and 55% by the Company and Charm Best respectively, the Company will be interested in 45% of the net assets value of China Land Assets based on the market values of the Yangzhou Property and the Wuxi Property which China Land Assets will acquire from the Company and Charm Best pursuant to the Disposal Agreement. Based on the preliminary valuation by Vigers Appraisal & Consulting Limited, the market values of the Yangzhou Property and the Wuxi Property as at 31 July 2014 are approximately RMB850,000,000 and RMB750,000,000 respectively.

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