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

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.

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.

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;

(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.

The Consideration was determined after arm’s length negotiation between the Company and China Land Assets and have taken into account the following:

(i) the preliminary appraised market value of the Yangzhou Property approximately RMB850,000,000 and the preliminary appraised market value of the Wuxi Property of approximately RMB750,000,000;

(ii) the onshore outstanding loan of Yangzhou Times approximately RMB150,000,000;

(iii) the 69% interest which the Target Group owns in the Yangzhou Property;

(iv) the Offshore Loan of approximately RMB130,000,000; and

(v) the 45% indirect interest of the Company in the net asset value of China Land Assets after the Disposal and the Charm Best’s Disposal.

The Charm Best’s Consideration

The Charm Best’s Consideration for the Charm Best’s Disposal Shares is RMB60,000,000 (subject to adjustment).

Adjustment

The Consideration and the Charm Best’s Consideration is subject to the following adjustment:

(i) if the Net Current Asset Value Ratio is equal to 45%:55%, no adjustment will be made to the Consideration;

(ii) if the Net Current Asset Value Ratio is higher than 45%:55%, the Consideration will be adjusted upwards with the adjustment amount calculated based on the following equation:

adjustment amount = A – (A+B) x 45%

A = net current assets value of the Target Group based on the Completion Accounts

B = net current assets value of the Dynamic Gain Group based on the Completion Accounts

, and Charm Best shall compensate China Land Assets for the adjustment amount payable by China Land Assets to the Company;

(iii) if the Net Current Asset Value Ratio is lower than 45%:55%, the Charm Best’s Consideration will be adjusted upwards with the adjustment amount calculated based on the following equation:

adjustment amount = B – (A+B) x 55%

A = net current assets value of the Target Group based on the Completion Accounts

B = net current assets value of the Dynamic Gain Group based on the Completion Accounts

, and the Company shall compensate China Land Assets for the adjustment amount payable by China Land Assets to Charm Best.

Conditions

The Completion and the completion of the Charm Best’s Disposal are conditional upon, amongst others, the following conditions precedent being satisfied (or waived (where applicable)) on or before the Long Stop Date:

(i) Charm Best has completed certain reorganization steps and acquired 100% interest in the Wuxi Property as provided in the Disposal Agreement;

(ii) China Land (Shanghai) has obtained written confirmation from the Lending Bank for approval of the First Financing and the First Financing has become ready for drawdown upon serving of request notice to the Lending Bank;

(iii) China Land (Shanghai) has obtained written confirmation from the Lending Bank for approval of the Second Financing; and

(iv) the Company has obtained shareholders’ approval for the Disposal and/or the Guarantee pursuant to the requirements of the Listing Rules and all necessary approvals under other applicable laws and regulations.

Conditions (i) and (iv) are incapable of being waived by any party to the Disposal Agreement.

China Land Assets may at any time waive Conditions (ii) and (iii) by giving written notice to the Company and Charm Best.

If the Conditions are not satisfied (or waived (where applicable)) by the Long Stop Date, the Company and Charm Best may jointly but not severally by notice in writing to China Land Assets, or China Land Assets may by notice in writing to the Company and Charm Best, to decide to:

(i) immediately terminate the Disposal Agreement and, among others, any money paid by China Land Assets to the Company will have to be refunded to China Land Assets within 30 Business Days after the date of the written notice; or

(ii) proceed in accordance with the terms and conditions of the Disposal Agreement.

Undertakings by the Company and Charm Best

Pursuant to the Disposal Agreement, the Company undertakes to China Land Assets to provide full assistance to the daily operation and management (including but not limited to human resources and technical support) of the Yangzhou Property within 5 years from Completion, and Charm Best provides similar undertaking to China Land Assets in respect of the Wuxi Property.

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. The First Financing will be used to the extent necessary for settlement of the cash considerations payable by China Land Assets under the Disposal Agreement with the remaining loan proceeds retained by China Land (Shanghai) for its master leasing operation. The Second Financing will be used to the extent necessary for the settlement of outstanding loans of the Target Group (including the Offshore Loan) and the Dynamic Gain Group (after reorganization of Charm Best) with the remaining loan proceeds retained by China Land (Shanghai) for its master leasing operation. The master leasing operation is currently carried on through joint venture cooperation between the Company and Charm Best. The Board understands that the Lending Bank will take into consideration whether the Disposal has been approved by the Company’s shareholders in its approval for the First Financing and the Second Financing.

INFORMATION OF GROUP AND THE TARGET GROUP

The Group is principally engaged in steel trading, steel processing, mineral resources exploration and development and commercial property investment. The Group is also participated in master leasing operation which involves long-term retail property master leasing projects cover various cities such as Beijing, Shanghai, Shenzhen, Nanjing, Dalian and Wuxi etc. through its joint venture cooperation with Charm Best.

As at the date of this announcement, the Target Company is an investment holding company and is a wholly-owned subsidiary of the Company. The Target Group comprises the Target Company and six subsidiaries, namely Burwill Times Industrial Limited, Well Sino Investments Limited, Yangzhou Times, 揚州寶威商業經營物業管理有限公司 (Yangzhou Burwill Commercial Operation Property Management Co., Ltd.*), 揚州寶威百貨經營管理有限公司 (Yangzhou Burwill Department Store Operation Management Co., Ltd.*), and 揚州市壹號潮流經營管理有限公司 (Yangzhou City Number One Trend Operation Management Co., Ltd.*). The major asset of the Target Group is its 69% shareholding investment in Yangzhou Times, a property investment company established in the PRC with limited liability. The principal asset of Yangzhou Times is the Yangzhou Property, a mass market shopping mall in Yangzhou, Jiangsu Province, the PRC with a gross floor area of approximately 68,800 sq.m.

The existing structure of the Group is set out below:

The Company

Smart Task Limited Burwill and Company Limited Target Group

Burwill Burwill Burwill Steel Minerals Resources Company Limited Limited Limited

Tai Xin A group of Burwill Steel Minerals subsidiaries Pipes Limited Limited engage in steel trading business A group of A group of subsidiaries subsidiaries engage in steel engage in mine processing business business

After the Disposal, the Group will focus on its core business of steel trading, processing and mineral resources exploration and development. The commercial property, together with the master leasing operation, will be continued under the joint venture cooperation between the Company and Charm Best, through which the Company will continue to share profits from its associated companies.

The structure of the Remaining Group is set out below:

The Company

Smart Task Limited Burwill and Company Limited

Burwill Burwill Burwill Steel Minerals Resources Company Limited Limited Limited

The unaudited consolidated net asset value of the Target Group as at 31 December 2013 amounted to approximately HK$701.8 million, with total assets and liabilities of approximately HK$1,166.0 million and HK$464.2 million, respectively.

The unaudited consolidated financial results of the Target Group for the two years ended 31 December 2012 and 2013 are as follows:

For the year ended 31 December 2013 2012 (unaudited) (unaudited) HK$’000 HK$’000 Revenue 81,987 68,432 Net profit before tax 122,523 80,846 Net profit after tax 91,481 60,911

INFORMATION ON CHARM BEST AND CHINA LAND (SHANGHAI)

Charm Best is incorporated in the British Virgin Islands with limited liabilities. The principal business of Charm Best is investment holding. Charm Best is controlled by Mr. Ip and his associates, which is in turn controlled by Mr. Ip. Mr. Ip has more than 20 years’ experience in both Hong Kong and China retail real estate. His rich experience in retail, food & beverage, cultural and entertainment related matters has enabled him to strategize and operate retail spaces of different spectrum and in various cities with sound, practical and insightful ideas. Having worked on multiple projects in Chinese cities such as Beijing, Shanghai and Wuxi, Mr. Ip’s knowledge and contact network provide a solid foundation for China Land Holdings as it develops its pipeline of projects. Charm Best currently holds 55% shareholding interest in China Land Holdings, a joint venture company in which the Company holds 45% shareholding interest. China Land Holdings was also the planning and marketing consultant of the Yangzhou Property during the stage of development. As at the date of this announcement, China Land Holdings holds 70% shareholding interest in China Land (Shanghai). China Land (Shanghai) is an investment holding company and it holds a number of subsidiaries in the PRC, through which, Charm Best and the Company carry out the master leasing operation. China Land (Shanghai) is accounted for as an associated company of the Company.

INFORMATION ON CHINA LAND ASSETS

China Land Assets is incorporated in Hong Kong with limited liability and owned as to 45% by the Company and 55% by Charm Best. China Land Assets is accounted for as an associated company of the Company. The principal business of China Land Assets is investment holding. After the Completion and the completion of the Charm Best’s Disposal, China Land Assets will carry out the commercial property business with its principal assets being the Yangzhou Property and the Wuxi Property acquired from the Company and Charm Best respectively pursuant to the Disposal Agreement.

REASONS FOR THE DISPOSAL AND THE GUARANTEE

The principal businesses of the Group comprise steel trading, steel processing, mineral resources exploration and development, and commercial property investment. The principal asset of the Target Group is the Yangzhou Property, which is a mass market shopping mall located in Yangzhou, Jiangsu Province, the PRC. The Directors consider that the Disposal enables the Remaining Group to focus its resources on its businesses of steel processing and trading. The Disposal will improve the financial strength of the Group as it will bring immediate cash inflow to the Group and reduce the Group’s indebtedness level.

The Group is also currently engaged in master leasing operation which involves long-term retail property master leasing projects cover various cities such as Beijing, Shanghai, Shenzhen, Nanjing, Dalian and Wuxi etc. through its joint venture arrangements with Charm Best. Pursuant to the Disposal Agreement, the Company will dispose its interest in the Yangzhou Property while Charm Best will dispose its interest in the Wuxi Property to China Land Assets. Both the Yangzhou Property and the Wuxi Property are mass market shopping malls located respectively in Yangzhou and Wuxi, the Jiangsu Province, the PRC. The Board considers that the arrangements under the Disposal Agreement enable the Company and Charm Best to consolidate and pull together their respective investment properties and effectively enlarging the aggregate asset portfolio without affecting too much the existing shareholding structure of the joint venture arrangement. The Company is also capable of mobilizing the single investment property of the Group and turning it into a collateral to facilitate the growth of the shopping mall business which the Group and the Dynamic Gain Group are then engaged into a sizeable business with an aggregate grand total gross floor area of approximately 422,121 sq.m. The Board considers that the arrangements under the Disposal Agreement will provide better prospects for the development of the Yangzhou Property due to benefits of the synergetic effects with the Wuxi Property as well as the existing master leasing operation in cooperation with Charm Best.

The Board therefore considers that the transactions contemplated under the Disposal Agreement are of normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

Since the completion of the Disposal and the Charm Best’s Disposal are conditional on, among others, the obtaining of the First Financing and the Second Financing, and both the Company and Mr. Ip, the ultimate controlling shareholder of Charm Best, will provide guarantees for the First Financing and the Second Financing, the Board considers that the transactions contemplated under the Guarantee Agreement are of normal commercial terms and are fair and reasonable, and in the interests of the Company and the Shareholders as a whole.

The Board does not have any agreement, arrangement, understanding, intention or negotiation (concluded or otherwise) about any disposal, termination, and/or scaling-down of the existing business and major assets of the Remaining Group or any acquisitions of any assets, companies or businesses up to the date of this announcement.

FINANCIAL EFFECT OF THE DISPOSAL

Upon Completion, the Target Company will cease to be a subsidiary of the Company, and will be accounted for as an associated company which is indirectly held as to 45% by the Company. Based on the current market value of the Yangzhou Property and the management accounts of the Target Group as at 30 June 2014, the Group expects to realize a loss on disposal of approximately HK$2 million, representing the transaction costs of the Disposal. Since the Consideration represents the exact amount of the difference between (i) the net asset value of the Target Group after taking into account the preliminary appraised market value of Yangzhou Property; and (ii) the 45% indirect interest of the Company in the net asset value of China Land Assets after the Disposal and Charm Best’s Disposal, which have been taking into account the preliminary appraised market value of Yangzhou Property and Wuxi Property, and adjustments of a cash settlement of the Offshore Loan of RMB130,000,000 and certain payments to the Company and the ultimate owner of the Wuxi Property before the reorganization of Charm Best after arm’s length negotiation, the loss on disposal solely represents the transaction costs of the Disposal. Shareholders should note that the financial effect is shown for reference only and the amount of disposal loss eventually to be recognized in the consolidated accounts of the Company depends on the financial position of the Target Group as at Completion.

FUTURE BUSINESS DEVELOPMENT OF THE REMAINING GROUP

Upon Completion, the Group will concentrate on its core businesses of steel trading, steel processing and mineral resources exploration and development. The unaudited consolidated net asset value of the Remaining Group as at 31 December 2013 amounted to approximately HK$1,140.4 million, with total assets and liabilities of approximately HK$2,207.8 million and HK$1,067.4 million, respectively.

The unaudited financial results of the Remaining Group for the three years ended 31 December 2011, 2012 and 2013 are as follows:

For the year ended 31 December 2013 2012 2011 (unaudited) (unaudited) (unaudited) HK$’000 HK$’000 HK$’000 Revenue 4,466,188 4,847,892 7,570,889 Net loss before tax (76,538) (538,640) (347,679) Net loss after tax (71,970) (518,719) (343,550)

Steel trading

Compared to 2012, the steel industry market conditions improved slightly in 2013. However, growth rate on the productivity far exceeded the demand. Compared to the same period in 2012, crude steel production in Europe, America, the Commonwealth of Independent States in 2013 fell, while crude steel production rose in Asia, Africa, the Middle East by approximately 6%, making global crude steel production in 2013 rise up 3.5%, in which China’s crude steel production reached the highest of 7.5%, accounting for 48.5% of the global. In the meantime, demand growth slowed down rapidly, imbalance between supply and demand sustained, and import/export spread turned upside down. Steel prices began to fall in the first quarter of 2013 and then continued declining unsteadily. Lossmaking enterprises increased and the industry remained sluggish.

Market trend of iron ore was similar to steel’s in 2013. Bleak steel market undoubtedly weakened demand. From early 2013 to June 2013, iron ore prices dropped more than 25%. Even though the situation was slightly improved in the third quarter, the huge stock of backlog iron ore imports, at the end of 2013, reached over 100 million tons suppressed prices to rebound.

In response to market conditions, the Group will shift its market focus from American-European Market to Asian Market where its economy is slightly better, strive to adjust its product structure, and strengthen operation of its export business on varieties of constructional steel for large infrastructure projects. Signing of interim and long terms’ sale and purchase agreements stabilizes trading volumes in weakened market environment. In respect of iron ore imports trading, a cautious conservative strategy (not aggressive, no inventory) is adopted to mitigate market risk. In respect of exploration of other mineral resources, offshore quality control before shipment is strengthened to ensure its quality and meet the long-term stable demand from importers. Meanwhile, with strong demand for low interest rate loans from foreign banks for PRC steel mills, the Group has actively coordinated with certain foreign and Hong Kong banks to facilitate advance payment financing for such mills. A stable supply of export products with lower prices from such mills will then be obtained.

Steel Processing

In 2013, continuously driven by weak demand in American-European Market and economic slowdown in China, traditional product processing plants in the Pearl River Delta region were difficult to survive and suffering loss or on the verge of facing loss, even though efforts were made to improve operation and management on the business.

The Group’s steel processing plant will continuously reduce inventory and severely control over costs and expenses to increase gross profit per ton. 11

Master Leasing Operation

The Group has been participating in master leasing operation through its joint venture cooperation with Charm Best since 2012. The master leasing operation has enjoyed steady development. After the Disposal, the Company will continue its shopping mall business through its joint venture cooperation with Charm Best and taking advantage of Charm Best’s expertise and experience in retail leasing and commercial property management. Furthermore, the Company is able to consolidate its single asset of the Yangzhou Property with the Wuxi Property of Charm Best and enlarge the asset portfolio of the master leasing operation, and in return enhance its profit sharing from this business segment.

USE OF PROCEEDS

The net proceeds of the Disposal (after deducting the expenses directly related to the Disposal) are estimated to be approximately RMB198,180,000. The Company intends to apply the net proceeds from the Disposal as settlement of Offshore Loan and general working capital.

IMPLICATIONS OF THE LISTING RULES

The Disposal

The Guarantee

Voting by Poll

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll and therefore the ordinary resolution to be put to vote at the SGM will be taken by way of poll as required by the Listing Rules.

Circular and SGM

RESUMPTION OF TRADING

As completion of the Disposal is subject to the fulfillment of a number of conditions precedent and the termination rights of the parties, the Disposal may or may not proceed to completion. Shareholders and investors should exercise caution when dealing in the Shares.

DEFINITIONS

“Business Day” a day (excluding Saturday, Sunday or public holiday) on which banks are generally open for business in Hong Kong

“Conditions” the conditions precedent to Completion as set out in the Disposal Agreement, and Condition means any of them

“Charm Best” Charm Best Investments Inc., a company incorporated in the British Virgin Islands and is an Independent Third Party

“Charm Best’s Consideration” the consideration for the Charm Best’s Disposal Shares

“Charm Best’s Disposal” the sale of the Charm Best’s Disposal Shares by Charm Best to China Land Assets pursuant to the Disposal Agreement

“Charm Best’s Disposal Shares” the sale of the entire issued share capital of Dynamic Gain

“China Land Assets” China Land Assets Limited ( 新港資產有限公司 ), an associated company of the Company incorporated in Hong Kong and is owned as to 45% by the Company and 55% by Charm Best

“China Land Holdings” China Land Holdings International Limited ( 新港集團國際有限公司 ), a company incorporated in Hong Kong and is owned as to 45% by the Company and 55% by Charm Best

“China Land (Shanghai)” 新港商業 ( 上海 ) 有限公司 (China Land Commercial (Shanghai) Co., Ltd. *), a company established in the PRC and is owned as to 70% by China Land Holdings

“Company” Burwill Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 24)

“Completion” completion of the Disposal in accordance to the terms and conditions of the Disposal Agreement

“Completion Accounts” the respective audited consolidated financial statements of the Target Company and Dynamic Gain comprising the balance sheet as at the Completion Date and the profit and loss statement for the period from 1 January 2014 and up to the Completion Date

“Completion Date” being the fifth Business Day (or any date as the parties may agree) after the Conditions have been satisfied

“Consideration” the consideration for the Disposal Shares

“Directors” the directors of the Company

“Disposal” the sale of the Disposal Shares by the Company to China Land Assets pursuant to the Disposal Agreement

“Disposal Agreement” the conditional sale and purchase agreement dated 18 August 2014 as supplemented by a supplemental agreement dated 19 August 2014 entered into by 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 in relation to the sale and purchase of the Disposal Shares and the Charm Best’s Disposal Shares

“Disposal Shares” the entire issued share capital of the Target Company

“Dynamic Gain” Dynamic Gain Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of Charm Best

“Dynamic Gain Group” Dynamic Gain together with its subsidiaries

“First Financing” the proposed loan in the amount of not less than RMB150,000,000 by China Land (Shanghai) with the Lending Bank

“First Payment” an amount of RMB60,000,000 which is payable in the manner set out in section headed “The Disposal Agreement - Consideration” in this announcement

“Group” the Company and its subsidiaries

“Guarantee” the 45% corporate guarantee for the First Financing and/or the Second Financing to be provided by the Company to the Lending Bank pursuant to the Guarantee Agreement

“Guarantee Agreement” the guarantee agreement(s) to be entered into by the Company (as guarantor) and the Lending Bank (as guarantee) in relation to the Guarantee

“Hong Kong” Hong Kong Special Administrative Region

“Independent Third Party” Individual or company not connected with (within the meaning of the Listing Rules) the Company and its subsidiaries

“Lending Bank” China Minsheng Banking Corp., Ltd. ( 中國民生銀行股份有限公司 ), a licensed bank in the PRC

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

“Long Stop Date” 30 June 2015 or any other date as agreed by the parties to the Disposal Agreement

“Mr. Ip” Mr. Ip Kwok Kin, the ultimate controlling shareholder of Charm Best, and is an Independent Third Party “Net Current Asset Value Ratio” the ratio of the net current asset value of the Target Group based on the Completion Accounts to the net current asset value of the Dynamic Gain Group based on the Completion Account

“Offshore Loan” the offshore loan of approximately RMB130,000,000 borrowed by the Group from Bank of Communications Co., Ltd. (交通銀行股份有限公司 ) for the operations of the Target Group

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

“Remaining Group” the Group immediately after Completion

“RMB” Renminbi, the lawful currency of the PRC

“Second Financing” the proposed loan in the amount of not less than RMB700,000,000 by China Land (Shanghai) with the Lending Bank

“Shares” ordinary shares of HK$0.10 each in the share capital of the Company

“SGM” the special general meeting of the Company to be convened for the purpose of considering, and if thought fit, approving the Disposal Agreement and the Guarantee Agreement and the transactions contemplated thereunder

“Shareholders” holder of the Shares

“sq.m.” square meters

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Target Company” Burwill China Portfolio Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

“Target Group” the Target Company together with its subsidiaries

“Valuation Report” a valuation report to be prepared by Vigers Appraisal & Consulting Limited in respect of the Yangzhou Property as at 31 July 2014

“Wuxi Property” 無錫陽光廣場 (Wuxi Sunshine Plaza*) situated at Wuxi, Jiangsu Province, the PRC

“Yangzhou Times” 揚州時代實業有限公司 (Yangzhou Times Enterprise Co., Ltd.*), a company established in the PRC and is indirectly owned as to 69% by the Target Company

“Yangzhou Property” 揚州時代廣場 (Yangzhou Times Plaza*) situated at Yangzhou, Jiangsu Province, the PRC

* the English name is translation of the official Chinese name for identification purpose only

By order of the Board Burwill Holdings Limited KWOK Wai Lam Director

Hong Kong, 19 August 2014

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Chan Shing, Mr. Sit Hoi Tung, Mr. Yang Dawei, Ms. Lau Ting, Ms. Tung Pui Shan, Virginia, Mr. Kwok Wai Lam and Mr. Sham Kai Man as executive Directors; and Mr. Cui Shu Ming, Mr. Huang Shenglan, Mr. Chan Ming Fai and Mr. Chiang Bun as independent non-executive Directors.