Very Substantial Disposal and Connected Transaction

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold all your shares in AVIC International Holdings Limited, you should at once hand this circular with the enclosed form of proxy and confirmation slip 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 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.

((formerly known as CATIC Shenzhen Holdings Limited (ଉέʕঘණྠٰ΅Ϟࠢʮ̡) (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 00161)

VERY SUBSTANTIAL DISPOSAL AND CONNECTEDTRANSACTION: CAPITALINCREASEAGREEMENTAND DEEMED DISPOSAL OF INTEREST IN AVIC VANKE

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

A letter from the Independent Board Committee is set out on pages 17 to 18 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 34 of this circular.

Notice convening the EGM to be held on Friday, 12 April 2013 at 10:00 a.m. at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC is set out on pages EGM-1 to EGM-2 of this circular. The form of proxy for use by the Shareholders at the EGM (or any adjournment thereof) is enclosed with this circular. Whether or not you intend to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the legal address of the Company at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC (for holders of Domestic Shares) or to the H share registrar of the Company, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not prevent the Shareholders from attending and voting in person at the EGM (or any adjournment thereof) should they so wish.

25 February 2013 CONTENTS

Page

DEFINITIONS ...... 1

LETTERFROMTHEBOARD ...... 5

LETTERFROMTHEINDEPENDENTBOARDCOMMITTEE ...... 17

LETTERFROMTHEINDEPENDENTFINANCIALADVISER ...... 19

APPENDIXI—FINANCIALINFORMATIONOFTHEGROUP ...... I-1

APPENDIX II — FINANCIAL INFORMATION OF AVIC VANKE ...... II-1

APPENDIXIII—UNAUDITEDPROFORMAFINANCIAL INFORMATIONOFTHEREMAININGGROUP ...... III-1

APPENDIXIV—MANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP ...... IV-1

APPENDIX V — PROPERTY VALUATION REPORT OF AVIC VANKE . . . V-1

APPENDIXVI—GENERALINFORMATION ...... VI-1

NOTICEOFTHEEGM ...... EGM-1 DEFINITIONS

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

“2010Acquisition” acquisition of equity interests in certain PRC companies by the Company pursuant to three acquisition agreements all dated 30 November 2010, details of which are set out in the circular of the Company dated 31 December 2010

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

AviationIndustry” Aviation Industry Corporation of China (ʕ਷ঘ٤ʈ“ ุණྠʮ̡), as enterprise owned by the whole people ϞՓΆุ) established in the PRC and heldהΌ͏) 76.83% of the equity interest in AVIC International and 60% of the equity interest in Beijing Raise as at the Latest Practicable Date

AVICInternational” AVIC International Holding Corporation (ʕ਷ঘ٤Ҧ“ ஔ਷ყછٰϞࠢʮ̡), a limited liability company established in the PRC, and a controlling shareholder of the Company

“AVICShenzhen” AVICInternationalShenzhenCompanyLimited (ʕ਷ ঘ٤ҦஔଉέϞࠢʮ̡), a limited liability company established in the PRC, a controlling shareholder of the Company, and as at the Latest Practicable Date, its entire equity interest was owned by AVIC International

“AVICVanke” AVICInternationalVankeCompanyLimited(ʕঘຬ ߅Ϟࠢʮ̡), a limited liability company established in the PRC, and as at the Latest Practicable Date and prior to Completion, its equity interest was owned as to 60% by the Company and 40% by Vanke Enterprise, respectively

“BeijingRaise” BeijingRaiseScienceCompanyLimited(̏ԯ๿ᒄ߅Ҧ Ϟࠢʮ̡), a limited liability company established in the PRC

“Board” theboardofDirectors

– 1 – DEFINITIONS

“Capital Increase Agreement” a capital increase agreement dated 27 December 2012 entered into among the Company, Vanke Enterprise, AVIC International and AVIC Vanke in relation to the Proposed Capital Increase

Company” AVICInternationalHoldingsLimited(ʕঘ਷ყછٰٰ“ ΅Ϟࠢʮ̡) (formerly known as CATIC Shenzhen Holdings Limited (ଉέʕঘණྠٰ΅Ϟࠢʮ̡)), a joint stock limited company incorporated in the PRC with limited liability, whose H Shares are listed on the Stock Exchange

“Completion” completionoftheProposedCapitalIncrease

“connectedperson(s)” has the same meaning as ascribed thereto in the Listing Rules

“controllingshareholder(s)” has the same meaning as ascribed thereto in the Listing Rules

“CSRC” ChinaSecuritiesRegulatoryCommission(ʕ਷ᗇՎ္ ຖ၍ଣ։ࡰึ)

“Director(s)” thedirectorsoftheCompany

“DomesticShare(s)” ordinary domestic share(s) of nominal value of RMB1.00 each in the capital of the Company which are subscribed for and traded in RMB

“EGM” theextraordinarygeneralmeetingoftheCompanyto be convened and held on 12 April 2013 for the purpose of considering and, if thought fit, approving the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement

“Group” theCompanyanditssubsidiaries

“HShare(s)” overseas listed foreign invested share(s) of the nominal value of RMB1.00 each in the capital of the Company, which are listed on the Stock Exchange and subscribed for and traded in HK$

“HK$” HongKongdollars,thelawfulcurrencyofHong Kong

“HongKong” theHongKongSpecialAdministrativeRegionofthe People’s Republic of China

– 2 – DEFINITIONS

“Independent Board an independent committee of the Board comprising Committee” all independent non-executive Directors, namely, Ms. Wong Wai Ling, Mr. Wu Wei and Mr. Zhang Ping, to advise the Independent Shareholders in respect of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement

“Independent Financial Anglo Chinese Corporate Finance, Limited, a licensed Adviser” or “Anglo Chinese” corporation 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 as defined under the SFO

“Independent Shareholders” Shareholders other than AVIC International, Vanke Enterprise and their respective associates

“LatestPracticableDate” 22 February 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“ListingRules” theRulesGoverningtheListingofSecurities on the Stock Exchange

“PRC” ThePeople’sRepublicofChina,andforthepurpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“ProposedCapitalIncrease” the proposed capital contribution by AVIC International and Vanke Enterprise in the amount of RM600,000,000 and RMB400,000,000, respectively, to the registered capital and the capital reserve of AVIC Vanke pursuant to the Capital Increase Agreement

“PSCS” theperpetualsubordinatedconvertiblesecurities in an aggregate principal amount of RMB2,781,672,739 issued by the Company to AVIC International, AVIC Shenzhen and Beijing Raise on 5 September 2012, convertible into 801,634,795 Domestic Shares at an initial conversion price of RMB3.47 (subject to adjustment pursuant to its terms)

“RemainingGroup” the Group after Completion (excluding AVIC Vanke and its subsidiaries)

“RMB” Renminbi,thelawfulcurrencyofthePRC

– 3 – DEFINITIONS

“SASAC” theState-ownedAssetsSupervisionandAdministration Commission of the State Council (਷ਕ৫਷Ϟ༟ପ္ຖ ၍ଣ։ࡰึ)

“SFO” SecuritiesandFuturesOrdinance(Chapter571ofthe Laws of Hong Kong)

“Share(s)” share(s)oftheCompany,includingDomesticShare(s) and H Share(s)

“Shareholder(s)” holder(s)ofShare(s)

“StockExchange” TheStockExchangeofHongKongLimited

VankeEnterprise” Vanke Enterprise Company Limited (ຬ߅Άٰุ΅Ϟ“ ࠢʮ̡), a joint stock limited company established in the PRC, the Ashares and B shares of which are listed on the Shenzhen Stock Exchange

“%” percent.

In this circular, the English names of the PRC entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

Unless otherwise specified in this circular, amounts denominated in RMB have been converted into Hong Kong dollars at HK$1.00 to RMB0.81 for illustration purpose only. No representation has been made by the Company that any amount has been, could have been or could be converted at the above rate or at any other rates or at all.

– 4 – LETTERFROMTHEBOARD

((formerly known as CATIC Shenzhen Holdings Limited (ଉέʕঘණྠٰ΅Ϟࠢʮ̡) (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 00161)

Executive Directors: Legal Address: Mr. Wu Guang Quan Level 25, Hangdu Building Mr. You Lei CATIC Zone Mr. Pan Lin Wu Shennan Road Central Mr. Chen Hong Liang Futian District Mr. Liu Jun Shenzhen PRC Independent Non-executive Directors: Ms. Wong Wai Ling Principal Place of Business in Hong Kong: Mr. Wu Wei Suites 2001–2005 Mr. Zhang Ping 20th Floor, Jardine House 1 Connaught Place, Central Hong Kong

25 February 2013

To the Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL AND CONNECTEDTRANSACTION: CAPITALINCREASEAGREEMENTAND DEEMED DISPOSAL OF INTEREST IN AVIC VANKE

INTRODUCTION

Reference is made to the announcement of the Company dated 27 December 2012. The purpose of this circular is to provide you with, among other things, (i) further details of the Proposed Capital Increase; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders in relation to the Proposed Capital Increase; (iii) the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Proposed Capital Increase; (iv) a notice of EGM and (v) certain information as required by the Listing Rules.

– 5 – LETTERFROMTHEBOARD

THECAPITALINCREASEAGREEMENT

Date: 27December2012 Parties: the Company, Vanke Enterprise, AVIC International and AVIC Vanke

Capital Injection:

Pursuant to the Capital Increase Agreement, AVIC International and Vanke Enterprise have respectively conditionally agreed to make a capital contribution of RMB600,000,000 (equivalent to approximately HK$740,740,741) and RMB400,000,000 (equivalent to approximately HK$493,827,160) in cash to the registered capital and the capital reserve of AVIC Vanke. The Company had waived its preferential rights to make the capital contribution to AVIC Vanke.

Among the total capital contribution of RMB600,000,000 to be made by AVIC International, RMB492,020,000 (equivalent to approximately HK$607,432,099) will apply to the registered capital of AVIC Vanke and RMB107,980,000 (equivalent to approximately HK$133,308,642) will apply to the capital reserve of AVIC Vanke. Among the total capital contribution of RMB400,000,000 to be made by Vanke Enterprise, RMB328,010,000 (equivalent to approximately HK$404,950,617) will apply to the registered capital of AVIC Vanke and RMB71,990,000 (equivalent to approximately HK$88,876,543) will apply to the capital reserve of AVIC Vanke.

Together with the existing registered capital of AVIC Vanke of RMB3,000,000,000, AVIC Vanke will have an enlarged registered capital of RMB3,820,030,000, and its equity interest will be owned as to 47.12% by the Company, as to 12.88% by AVIC International and as to 40% by Vanke Enterprise immediately following Completion.

The capital contribution amounts were arrived at after arm’s length negotiation among parties to the Capital Increase Agreement by reference to the agreed fair value of the net assets of AVIC Vanke itself of RMB3,660,000,000 taking into account, among other things, (i) the audited net assets value of AVIC Vanke as at 30 September 2012 of RMB3,156,990,000 (as extracted from the financial statements of AVIC Vanke for 9 months ended 30 September 2012 prepared under PRC Generally Accepted Accounting Principles and audited by a PRC audit firm); (ii) the valuation of the net assets of AVIC Vanke of RMB3,647,470,500 as at 30 September 2012 as evaluated by an independent valuer applying the asset-based approach; (iii) principles of market evaluation; and (iv) the development of the industry and market practice. The audited net assets value and the valuation of the net assets referred to above were different principally because in computing the audited net assets value of AVIC Vanke itself of RMB3,156,990,000, AVIC Vanke’s long-term equity investments were included by reference to their initial investment costs when audited, while in computing the valuation of the net assets ofAVIC Vanke of RMB3,647,470,500, the current market value of such long-term equity investments were included resulting a valuation appreciation.

Upon the Capital Increase Agreement becoming effective, AVIC International and Vanke Enterprise shall complete and make the capital contribution in cash within 20 working days after receipt of payment direction from AVIC Vanke, and shall make relevant filing to the administration of industry and commerce in the PRC.

– 6 – LETTERFROMTHEBOARD

Profit after tax of AVIC Vanke shall be distributed according to the corresponding shareholding of its shareholders after compensating loss and deducting statutory reserve and features surplus according to the relevant laws and regulations of the PRC. Upon Completion, the results and assets and liabilities of AVIC Vanke will be consolidated into the accounts of AVIC International.

Conditions:

The Proposed Capital Increase is conditional upon, among other things, having obtained the relevant PRC governmental approvals and permits according to the PRC laws and regulations, and the Company, as a company listed on the Stock Exchange, having obtained all necessary or appropriate approvals, authorisations, consents and licences (including without limitation approval at the general meeting by independent shareholders).

Parties to the Capital Increase Agreement will also pass certain amendments to the articles of association of AVIC Vanke. Set out below are the key variations of the articles of association, in addition to those set out in the Capital Increase Agreement:

Composition of the board of AVIC Vanke shall have 7 directors, out of which the directors of AVIC Vanke Company shall nominate 2 directors, Vanke Enterprise shall nominate 3 directors and AVIC International shall nominate 2 directors.

Appointment of supervisors of AVIC Vanke shall have 2 supervisors, out of which the AVIC Vanke Company shall nominate 1 supervisor, and AVIC International shall nominate 1 supervisor. Each supervisor shall serve for a term of 3 years.

Prior to Completion and pursuant to the existing articles of association of AVIC Vanke, AVIC Vanke has 7 directors, out of which the Company is entitled to nominate 4 and Vanke Enterprise is entitled to nominate 3. Taking into account that Vanke Enterprise’s equity interest in AVIC Vanke remains at 40% before and after Completion, parties to the Capital Increase Agreement, after arm’s length negotiation, agreed that Vanke Enterprise’s right to nominate 3 directors of AVIC Vanke shall remain unchanged. Taking into consideration that the Company is new to the business of real estate and AVIC International’s extensive experience of over twenty years in such business with valuable resources, parties agreed that it will be beneficial to AVIC Vanke for providing AVIC International the right to nominate one more director, who has relevant professional experience and is familiar with the real estate business, so as to enhance the efficiency and effectiveness of AVIC Vanke in making strategic decision on matters in relation to its expansion, development and financing in the real estate business, and thus to enhance its sustainability and maximize its profit making. In light of the above factors, the Board considers that the proposed board composition of AVIC Vanke would be beneficial to the interest of AVIC Vanke and thereby the Group.

– 7 – LETTERFROMTHEBOARD

INFORMATION OF AVIC VANKE

As at the Latest Practicable Date and prior to Completion, AVIC Vanke had a registered capital of RMB3,000,000,000, and its equity interest was owned as to 60% by the Company (corresponding registered capital: RMB1,800,000,000), and as to 40% by Vanke Enterprise (corresponding registered capital RMB1,200,000,000), respectively. AVIC Vanke is a subsidiary of the Company for the purpose of the Listing Rules as, among other things, the Company holds more than half of the equity interest of AVIC Vanke prior to Completion. AVIC Vanke is accounted for as a jointly controlled entity of the Company as it is under the joint control of the Company and Vanke Enterprise, while the Company has no control over the board of directors and shareholders’ meetings of AVIC Vanke, and the financial results and assets and liabilities of AVIC Vanke are not consolidated in the accounts of the Company prior to Completion.

AVIC Vanke is principally engaged in real estate development and operation, land development, construction, hotel and property management, investment and consultation services etc.

Following Completion, AVIC Vanke will have an enlarged registered capital of RMB3,820,030,000, and its equity interest will be owned as to 47.12% by the Company, as to 12.88% by AVIC International and as to 40% by Vanke Enterprise, respectively. It will be accounted for as a joint venture of the Company and will cease to be a subsidiary of the Company for the purpose of the Listing Rules afterwards.

FINANCIAL INFORMATION OF AVIC VANKE

Set out below are the key financial figures of AVIC Vanke and its subsidiaries on a consolidated basis for each of the two years ended 31 December 2011, and for the six months ended 30 June 2012, which were prepared according to the PRC accounting standards:

For the six months For the year ended ended 31 December 30 June 2010 2011 2012 (audited) (audited) (unaudited) RMBRMBRMB

Revenue 2,027,471,378 3,458,537,915 1,791,870,057 Net profit (before taxation andextraordinaryitems) 312,998,546 699,053,996 238,488,091 Net profit (after taxation andextraordinaryitems) 231,097,944 488,317,175 167,470,225 Totalassets 13,199,300,346 16,976,983,674 18,415,452,463 Netassets 3,260,047,830 3,610,047,018 3,755,773,966

– 8 – LETTERFROMTHEBOARD

PROPERTY INTERESTS OF AVIC VANKE

Property interests of AVIC Vanke include properties held for sale (i.e. unsold units of real estate developments), properties under development, properties held for future development and properties held under lease agreements. The properties have been valued by an independent valuer as at 31 December 2012. The text of the letter and the valuation report issued by the independent valuer are set out in Appendix V to this circular.

Reconciliation

A reconciliation of the net carrying value of the relevant property interests as of 31 December 2012 to their fair value as of 31 December 2012 as stated in “Appendix V – Property Valuation Report of AVIC Vanke” to this circular is as follows:

Classification under the Valuation Per Account Report in Appendix V (1) Balance (2) Per Valuation (4) RMB’000 RMB’000 (100% interest) (100% interest)

Group – I 335,352 540,900 Group – II 6,733,549 7,846,100 Group – III 1,490,106 1,286,300

Total 8,559,008 9,673,300

Valuation Surplus (RMB’000) 1,114,292

Due to rounding, the figure may not add up.

Per Account Group Balance (3) Per Valuation (4) RMB’000 RMB’000 (100% interest) (100% interest)

Group – I 1,145,492 1,325,900 Group – II 2,036,538 3,024,500 Group – III 513,641 480,800

Total 3,695,671 4,831,200

Valuation Surplus (RMB’000) 1,135,529

Due to rounding, the figure may not add up.

– 9 – LETTERFROMTHEBOARD

Notes:

(1) Groups I, II and III represent properties held for sale (i.e. unsold units of real estate developments), properties under development, properties held for future development and properties held under lease agreements, respectively.

(2) Per unaudited consolidated balance sheet as set out in Appendix II to this circular, these items recorded as (i) Non-current assets – Properties under development; (ii) Current Assets – Properties under development, and Completed properties held for sale.

(3) Per unaudited consolidated balance sheet as set out in Appendix II to this circular, these items recorded under Non-current assets – Investment in jointly controlled entities.

(4) The valuation amounts reported included the value of pre-sold units, if any, which have not yet transferred title to purchaser as at the date of valuation.

FINANCIALEFFECTSOFTHEPROPOSEDCAPITALINCREASE

The Company has applied, and has been granted by the Stock Exchange, a waiver from strict compliance of Rules 4.29(6)(b) and 14.68(2)(a)(ii) of the Listing Rules to allow adjustment be made to the unaudited pro forma financial information of the Remaining Group as set out in Appendix III to this circular to reflect the effect of completion of the acquisition of 60% equity interest in AVIC Vanke pursuant to one of the three acquisition agreements dated 30 November 2010 (the “2010 AVIC Vanke Acquisition”) under the 2010 Acquisition as disclosed in the circular of the Company dated 31 December 2010.

Assuming that the Proposed Capital Increase had completed on 30 June 2012, the Proposed Capital Increase would have led to an increase in total assets of the Remaining Group by RMB2,256,312,000. For the purpose of preparing the unaudited pro forma financial information, the details of which are set out in Appendix III, after taking into account the share of equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 arising from the 2010 AVIC Vanke Acquisition, which is assumed to be completed on 30 June 2012, the total assets would have been decreased by RMB19,934,000 which is calculated as follows:

RMB’000

The Group’s estimated loss from the transaction assuming the Proposed Capital Increase had been completed on 30 June 2012 (extracted from note 2 of the unaudited pro forma financial information of the Remaining Group as set out in Appendix III) 17,434 Transaction costs (extracted from note 3 of the unaudited pro forma financial information of the Remaining Group as set out in Appendix III) 2,500

19,934

Assuming that the Proposed Capital Increase had completed on 1 January 2011, the Proposed Capital Increase would have led to an increase in net profit of the Remaining Group by RMB194,631,000. For the purpose of preparing the unaudited pro forma financial information, the details of which are set out in Appendix III, after taking into

– 10 – LETTERFROMTHEBOARD account the share of profits of AVIC Vanke attributable to its equity holders for the year ended 31 December 2011 arising from the acquisition of 60% equity interest in AVIC Vanke under the 2010 Acquisition, which is assumed to be completed on 1 January 2011, the net profit of the Remaining Group would have been increased by RMB18,254,000, which is calculated as follows:

RMB’000

The Group’s estimated gain from the Proposed Capital Increase assuming the Proposed Capital Increase had been completed on 1 January 2011 (extracted from note 6 of the unaudited pro forma financial information of the Remaining Group as set out in Appendix III) 58,616 Less: Decrease in the Company’s share of profit due to dilution of Company’s interest in AVIC Vanke (extracted from note 6 of the unaudited pro forma financial information oftheRemainingGroupassetoutinAppendixIII) (37,862) Less: Transaction costs (extracted from note 3 of the unaudited pro forma financial information of the Remaining Group as set out in Appendix III) (2,500)

18,254

The Proposed Capital Increase would have no impact on the Remaining Group’s liabilities.

REASONSOFANDBENEFITSFORTHEPROPOSEDCAPITALINCREASE

Pursuant to an acquisition agreement entered into between the Company and AVIC International on 30 November 2010, the Company acquired, among other things and as part of the 2010 Acquisition, 40% of the equity interest in AVIC Vanke from AVIC International and 20% of the equity interest in AVIC Vanke from Beijing Raise, respectively (the “2010 AVIC Vanke Acquisition”). By entering into the 2010 Acquisition, the Company acquired as a whole equity interests in 12 PRC companies with an aim of enlarging the Company’s foundation in the trading and logistics industry and in the real estate industry as a whole. The 2010 Acquisition was completed on 5 September 2012 as stated in the announcement of the Company on the same date. As at the Latest Practicable Date, the equity interest of AVIC Vanke was owned as to 60% by the Company.

The aggregate consideration for the 60% equity interest in AVIC Vanke acquired by the Company, as part of the 2010 Acquisition, was RMB2,266,542,300. The corresponding value of the 60% equity interest in AVIC Vanke is approximately RMB2,196,000,000 based on the fair value of the net assets of AVIC Vanke of RMB3,660,000,000 agreed among the parties to the Capital Increase Agreement. After taking into account the said corresponding value of RMB2,196,000,000 and the cash dividend of RMB165,000,000 received from AVIC Vanke by the Company on 30 July 2012, the total value of the Company’s 60% equity interest in AVIC Vanke is RMB2,361,000,000.

– 11 – LETTERFROMTHEBOARD

Since the entering into of the relevant acquisition agreements on 30 November 2010 under the 2010 Acquisition, the PRC government has implemented stringent policies in relation to the property market and the costs and difficulties in obtaining further capital have been significantly increased. Such policies, on the one hand, constrain investment and speculation in the real estate market, but on the other hand, support the purchase of private apartment for self uses, which are favourable to the development of real estate market in, among other things, second and third tiers cities of the PRC where most of the current real estate development projects of AVIC Vanke are located. Hence, the Directors believe that AVIC Vanke could benefit from such policy. However, such policies significantly increase the difficulty of real estate developers’ financing especially by ways of bank borrowing, initial public offering, and secondary offering such as placing, rights issue and open offer. At the time of entering into of the 2010 Acquisition, various project companies of AVIC Vanke were only commencing their business in a preliminary stage, possessing lands and in the course of application for relevant permits and approvals. While the Company noted at the relevant time that expansion to the real estate industry as part of the 2010 Acquisition might render a higher demand for capital at a higher cost when compare to other industries, the time of grant of such approvals and permits would be subject to various factors and could not be accurately forecasted. Following the rapid development and expansion of the business of AVIC Vanke, many of these project companies have obtained the required approvals and permits and are required to commence construction and subsequent development at or around the same time, resulting in a concentrated and sharp rise in the demand of capital for these years. AVIC Vanke’s difficulties and relatively high cost in obtaining further capital from banks and other financial institutions have hampered its business development and its management has always been seeking for obtaining further capital with lower costs. AVIC Vanke has also considered alternative fund raising methods, such as bank loan and trust loan. However, the borrowing amount AVIC Vanke could obtain from banks are relatively limited and at high interest rates. The Proposed Capital Increase could cater the capital demand of AVIC Vanke without incurring additional interest. It is expected that AVIC Vanke, following the Proposed Capital Increase, will be able to reduce the finance cost for business development, improve its structure of assets and liabilities and further enhance its financing capability in the future and hence benefiting the Company through its shareholding in AVIC Vanke.

Despite the aforesaid benefits, the Directors consider that if the Company exercises its preferential rights to maintain its 60% shareholding in AVIC Vanke, the Company would need to make a capital contribution of RMB600 million pursuant to the terms of the Capital Increase Agreement, representing approximately 53% of the cash and cash equivalents of the Group as at 30 June 2012. Due to the tightened policies on real estate industry as stated above, the Company, which is deemed as a real estate developer by CSRC, anticipates difficulty to obtain approvals from PRC regulatory authorities (such as SASAC, the Ministry of Land and Resources and CSRC) for any secondary offering. In view of the Group’s high gearing ratio of approximately 64% and net current liability of approximately RMB1,481 million as at 30 June 2012 and the pressure which would have been brought to its cash flow had the Company participated in the Proposed Capital Increase, the Company does not intend to pursue further debt financing in order to participate in the Proposed Capital Increase. Based on the above, the Company had waived its preferential rights to make any capital contribution to AVIC Vanke in the Proposed Capital Increase.

– 12 – LETTERFROMTHEBOARD

Having considered all of the above factors, the Company considers that it is optimal for it to hold 47.12% equity interest in AVIC Vanke after the Proposed Capital Increase. With its 47.12% shareholding of AVIC Vanke following Completion, the Company would still be able to expand its exposure in the real estate industry. In light of such and taking into account the Company’s new venture in various industries engaged by companies acquired as a whole together with the 60% equity interest in AVIC Vanke in the 2010 Acquisition, the current non-participation in the Proposed Capital Increase aligns with the Company’s plans and strategies in further enlarging the Company’s business scale and increasing its core competitiveness in the 2010 Acquisition.

The Directors (including the independent non-executive Directors, after taking into account the advice of the Independent Financial Adviser) are of the view that the Proposed Capital Increase and the Capital Increase Agreement were entered into on normal commercial terms, and that the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement (including the Company’s non-participation in the capital contribution to AVIC Vanke) are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

INFORMATION OF AVIC INTERNATIONAL

AVIC International is a state-owned enterprise in the PRC. As the comprehensive platform under Aviation Industry, AVIC International’s core businesses consist of international aviation, trading and logistics, retail and luxurious goods, real estate and hotel, electronics technology, and resources investment and development. As at the Latest Practicable Date, AVIC International was owned as to 76.83% by Aviation Industry, 14.31% by National Council for Social Security Fund of the People’s Republic of China and 8.86% by AVIC CCB Aviation Industry Equity Investment (Tianjin) Company Limited) (ʕঘܔვ .(ঘ٤ପٰุᛆҳ༟˂ݵϞࠢʮ̡

AVIC International is a controlling shareholder of the Company, thus a connected person of the Company under Chapter 14A of the Listing Rules. As at the Latest Practicable Date, AVIC International held approximately 39.37% of the issued share capital of the Company, and it owns 100% equity interest in AVIC Shenzhen, which in turns holds approximately 35.63% of the issued share capital of the Company. AVIC International and Aviation Industry hold, in aggregate, 64% interest in Beijing Raise. AVIC International, AVIC Shenzhen and Beijing Raise held the PSCS which, in aggregate, may be converted into 801,634,795 Domestic Shares at the initial conversion price of RMB3.47 (subject to adjustment according to the terms of the PSCS) as at the Latest Practicable Date.

INFORMATION OF VANKE ENTERPRISE

Vanke Enterprise is currently the largest commercial and residential property developer in the PRC which provides residential units for nearly 300,000 families up to date. Its business covers the Pearl River Delta, the Yangtze River Delta and the Bohai-rim region, the three biggest economic zones in the PRC as well as more than 50 cities in the central and western regions. Its A shares and B shares are listed on the Shenzhen Stock Exchange.

– 13 – LETTERFROMTHEBOARD

Vanke Enterprise held 40% of the equity interest of AVIC Vanke as at the Latest Practicable Date. AVIC Vanke is a subsidiary of the Company for the purpose of the Listing Rules whose equity interest is owned as to 60% by the Company prior to Completion. Hence, Vanke Enterprise is a connected person of the Company under Chapter 14A of the Listing Rules.

INFORMATION OF THE COMPANY

The Company is an investment holding company. It is principally engaged in the manufacturing and sales of liquid crystal displays (LCD), printed circuit boards (PCB), in luxurious timepieces, mineral resources, trade and logistics in the PRC, and is also engaged in the business of hotel and property development.

LISTINGRULESIMPLICATIONS

As at the Latest Practicable Date, the Company held 60% interest in AVIC Vanke. Upon Completion, the shareholding of the Company in AVIC Vanke will be diluted from 60% to 47.12% of the enlarged registered capital of AVIC Vanke. The dilution of the Company’s interest in AVIC Vanke constitutes a deemed disposal of interest in AVIC Vanke under Rule 14.29 of the Listing Rules.

As the percentage ratios under the Listing Rules applicable to the Proposed Capital Increase are more than 75%, the Proposed Capital Increase constitutes a very substantial disposal of the Company under Rule 14.06 of the Listing Rules. Accordingly, the Proposed Capital Increase is subject to, among other things, the reporting, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

As each of AVIC International and Vanke Enterprise is a connected person of the Company, the Proposed Capital Increase also constitutes a connected transaction of the Company. Accordingly, the Proposed Capital Increase is subject to, among other things, the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

AVIC International, Vanke Enterprise and their respective associates (including AVIC Shenzhen) are required to abstain from voting at the EGM regarding the approval of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. As at the Latest Practicable Date, AVIC International held 437,264,906 Domestic Shares and AVIC Shenzhen held 395,709,091 Domestic Shares, representing an aggregate of 75% of the issued share capital of the Company. To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, no Shareholder save as disclosed above is required to abstain from voting at the EGM.

Given that Mr. Wu Guang Quan, being executive Director, is also director of AVIC International, a controlling shareholder of the Company, he has abstained from voting in respect of the resolutions of the Board for approving the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. Save for the above, the Directors have confirmed that so far as they are aware, no other Director has a material

– 14 – LETTERFROMTHEBOARD interest in the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement who is required to abstain from voting on the resolutions of the Board for approving the same.

INDEPENDENTBOARDCOMMITTEEANDINDEPENDENTFINANCIALADVISER

An Independent Board Committee comprising Ms. Wong Wai Ling, Mr. Wu Wei and Mr. Zhang Ping, being all independent non-executive Directors, has been established to advice the Independent Shareholders in respect of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. None of the members of the Independent Board Committee has any material interest in the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. The letter from the Independent Board Committee is set out on pages 17 to 18 of this circular.

The Company has also appointed Anglo Chinese Corporate Finance, Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. The letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 34 of this circular.

EGM

The EGM will be convened by the Company at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC on Friday, 12 April 2013 at 10:00 a.m., at which resolution will be proposed to consider and, if thought fit, approve the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. Notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular.

The form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend (if you are so entitled to) the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return them as soon as possible to the Company’s legal address at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC (for holders of Domestic Shares), or the H share registrar of the Company, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM.

– 15 – LETTERFROMTHEBOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors after taking into account the advice of the Independent Financial Adviser) believe that the terms of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement are fair and reasonable, and are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors, including the independent non-executive Directors, recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement.

By order of the Board AVIC International Holdings Limited Wu Guang Quan Chairman

– 16 – LETTERFROMTHEINDEPENDENTBOARDCOMMITTEE

((formerly known as CATIC Shenzhen Holdings Limited (ଉέʕঘණྠٰ΅Ϟࠢʮ̡) (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 00161)

25 February 2013

To the Independent Shareholders

Dear Sir or Madam,

VERY SUBSTANTIAL DISPOSAL AND CONNECTEDTRANSACTION: CAPITALINCREASEAGREEMENTAND DEEMED DISPOSAL OF INTEREST IN AVIC VANKE

References are made to the circular of AVIC International Holdings Limited dated 25 February 2013 (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 in this letter.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders as to whether the terms of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement are fair and reasonable, and to make recommendation as to whether the Independent Shareholders should vote in favour of the resolution to be proposed at the EGM to consider and, if thought fit, approve the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement.

Anglo Chinese Corporate Finance, Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the terms of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement.

Your attention is drawn to the letter from Board (as set out on pages 5 to 16 of this Circular) and the letter of advice from the Independent Financial Adviser (as set out on pages 19 to 34 of this Circular).

– 17 – LETTERFROMTHEINDEPENDENTBOARDCOMMITTEE

Having taken into account the advise of the Independent Financial Adviser, and the terms of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement, we are of the view that the terms of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement are fair and reasonable so far as the Independent Shareholders are concerned, and are in the interests of the Company and the Independent Shareholders as a whole. We therefore recommend that the Independent Shareholders to vote in favour of the resolution to be proposed at the EGM to approve the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement.

Yours faithfully, Independent Board Committee of AVIC International Holdings Limited Wong Wai Ling Wu Wei Zhang Ping Independent Non-Executive Directors

– 18 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

The following is the text of the letter from Anglo Chinese to the Independent Board Committee and the Independent Shareholders, prepared for the purpose of inclusion in this circular.

40th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong. www.anglochinesegroup.com

To the Independent Board Committee and the Independent Shareholders

25 February 2013

Dear Sirs,

VERY SUBSTANTIAL DISPOSAL AND CONNECTEDTRANSACTION: CAPITALINCREASEAGREEMENTAND DEEMED DISPOSAL OF INTEREST IN AVIC VANKE

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement, details of which, amongst other things, are set out in the letter from the Board contained in the circular of the Company dated 25 February 2013, of which this letter forms part. Terms defined in this circular shall have the same meanings when used in this letter unless the context requires otherwise.

Reference is made to the announcement of the Company dated 27 December 2012. On 27 December 2012, the Company, Vanke Enterprise, AVIC International and AVIC Vanke entered into the Capital Increase Agreement, pursuant to which AVIC International and Vanke Enterprise had respectively conditionally agreed to make a capital contribution of RMB600 million (equivalent to approximately HK$741 million) and RMB400 million (equivalent to approximately HK$494 million) in cash to the registered capital and the capital reserve of AVIC Vanke, and the Company had waived its preferential rights to make capital contribution to AVIC Vanke.

As at the Latest Practicable Date, the Company and Vanke Enterprise held 60% and 40% interest in AVIC Vanke, respectively. Upon Completion, the Company, Vanke Enterprise and AVIC International will hold approximately 47.12%, 40% and 12.88% of the enlarged registered capital of AVIC Vanke, respectively. The dilution of interest in AVIC Vanke by the Company will constitute a deemed disposal of interest in AVIC Vanke under Rule 14.29 of the Listing Rules.

– 19 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

As the relevant applicable percentage ratios calculated pursuant to the Listing Rules in respect of the Proposed Capital Increase exceed 75%, the Proposed Capital Increase constitutes a very substantial disposal of the Company under Chapter 14 of the Listing Rules. As at the Latest Practicable Date, AVIC International is a controlling shareholder of the Company holding approximately 39.37% of the issued share capital of the Company, and it owns 100% equity interest of AVIC Shenzhen, which in turns holds approximately 35.63% of the issued share capital of the Company of the issued share capital of the Company. As at the Latest Practicable Date, Vanke Enterprise holds 40% of the equity interest of AVIC Vanke, which is a direct subsidiary of the Company. Both AVIC International and Vanke Enterprise are connected persons of the Company under Chapter 14A of the Listing Rules and hence, the Proposed Capital Increase also constitutes connected transaction of the Company under Chapter 14A of the Listing Rules, and is subject to, among other things, the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

An Independent Board Committee comprising all independent non-executive Directors has been formed to advise the Independent Shareholders in respect of the Proposed Capital Increase.

Votes of the Independent Shareholders at the EGM shall be taken by poll. As at the Latest Practicable Date, AVIC International, AVIC Shenzhen and their respective associates hold an aggregate of 832,973,997 Domestic Shares, representing 75% of the issued share capital of the Company, and will abstain from voting at the EGM as they have a material interest in the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement. Save for the approval from the Independent Shareholders at the EGM, the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement are also subject to the conditions precedent as set out on page 7 of this circular.

BASISOFOUROPINION

In formulating our opinion, we consider that we have reviewed sufficient and relevant information and documents and have taken reasonable steps as required under Rule 13.80 of the Listing Rules including the notes thereto to reach an informed view and to provide a reasonable basis for our recommendation. We have relied on the information, statements, opinion and representations contained or referred to in this circular and all information and representations which have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so at the date hereof. We have also assumed that all statements of belief, opinion and intention of the Directors as set out in the letter from the Board contained in this circular were reasonably made after due and careful inquiry. We have also sought and obtained confirmation from the Company that no material facts have been omitted from the information provided and referred to in this circular.

– 20 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

The Directors confirmed that they have provided us with all currently available information and documents which are available under present circumstances to enable us to reach an informed view and we have relied on the accuracy of the information contained in this circular so as to provide a reasonable basis of our opinion. We have no reason to suspect that any material facts or information, which is known to the Company, have been omitted or withheld from the information supplied or opinions expressed in this circular nor to doubt the truth and accuracy of the information and facts, or the reasonableness of the opinions expressed by the Company and the Directors which have been provided to us. We have not, however, carried out any independent verification on the information provided to us by the Directors, nor have we conducted any form of independent in-depth investigation into the business and affairs or the prospects of the Company, Vanke Enterprise, AVIC International, AVIC Vanke or any of their respective subsidiaries or associates.

Apart from normal professional fees for our services to the Company in connection with this appointment, no arrangement exists whereby we will receive any benefits from the Company or any of its associates.

PRINCIPLEFACTORSANDREASONSCONSIDERED

In formulating and giving our opinion to the Independent Board Committee and the Independent Shareholders in respect of the Proposed Capital Increase, we have taken into account the following principal factors:

Background of the Proposed Capital Increase

1. Business and financial information of the Group

The Company is an investment holding company. It is principally engaged in the manufacturing and sales of liquid crystal displays, printed circuit boards, luxurious timepieces, mineral resources, trade and logistics, as well as hotel and property operation in the PRC.

– 21 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

Tabularised below is a summary of the audited and unaudited consolidated financial results of the Group as extracted from the Company’s annual report 2011 and interim report 2012:

Consolidated income statement

For the six months For the year ended ended 30 June 31 December (RMB’000) 2012 2011 2011 2010 2009 2008 2007 (unaudited) (restated) (audited) (audited) (audited) (audited) (audited)

Revenue 5,055,907 4,589,083 10,435,966 6,964,551 5,092,883 4,077,074 3,357,210 Profit/(loss) before taxation 46,099 142,949 545,550 454,888 (288,849) 5,919 398,607 Profit/(loss) after taxation 23,744 108,163 486,377 342,590 (288,780) (41,665) 338,084 Profit/(loss) attributable to equity holders of the Company (36,205) 18,032 212,469 193,561 (165,566) 1,282 231,654 Basic earnings per share attributable to equity holders of the Company(RMB) (0.0538) 0.0268 0.3155 0.2874 (0.2458) 0.0019 0.3642 Dividends per share attributable to equity holders of the Company(RMB) 0 0.03 0.03 0 0 0 0.06

– 22 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

Consolidated balance sheet

As at 30June Asat31December (RMB’000) 2012 2011 2010 2009 2008 2007 (unaudited) (restated) (audited) (audited) (audited) (audited)

Cashandcashequivalents 1,141,297 1,050,423 1,728,245 1,056,811 874,373 1,306,698 Totalborrowings 10,893,388 9,184,995 8,021,658 7,102,801 5,965,713 3,725,844 Netdebt 9,752,091 8,134,572 6,293,413 6,045,990 5,091,340 2,419,146 Totalequity 5,595,015 5,650,825 4,948,449 3,824,337 3,695,238 4,124,524 Totalcapital 15,347,106 13,785,397 11,241,862 9,870,327 8,786,578 6,543,670 Gearing ratio (net debt/ totalcapital) 64% 59% 56% 61% 58% 37% Net assets attributable to equity holders of the Company 2,222,519 2,312,596 1,977,482 1,698,513 1,872,783 2,105,156 Net assets per share attributable to equity holders of the Company (RMB) 3.30 3.43 2.94 2.52 2.76 3.10

As shown above, the Group maintained steady growth on revenue in the past five financial years and recorded profit attributable to equity holders of the Company in each financial year except for 2009. For the year ended 31 December 2009, the Group recorded loss attributable to equity holders of the Company of approximately RMB166 million, as the global financial crisis adversely affected the Group’s overall operating performance. For the year ended 31 December 2011, the Group recorded consolidated revenue of approximately RMB10,436 million, representing an increase of approximately 50% over the previous year. Profit attributable to equity holders of the Company was approximately RMB212 million for the year ended 31 December 2011, representing an increase of approximately 10% over the same period of 2010. For the six months ended 30 June 2012, the Group recorded consolidated revenue of approximately RMB5,056 million, representing an increase of approximately 10% over the same period of 2011. As global economy remains sluggish in 2012 and the economic growth of China slows down, financing and salary cost soars, economic development faces severe challenges. The Group recorded consolidated loss attributable to shareholders of approximately RMB36 million for the six months ended 30 June 2012, representing a decrease of approximately RMB54 million from the consolidated profit attributable to shareholders of approximately RMB18 million for the same period of 2011, which is mainly due to falling external demand and rising costs. Net debt of the Group has been increasing since 2007 and the gearing ratio, calculated as net debt divided by total capital, was high at 64% as at 30 June 2012.

– 23 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

2. Business and financial information of AVIC Vanke

AVIC Vanke is principally engaged in real estate development and operation, land development, construction, hotel and property management, investment and consultation services in the PRC.

On 30 November 2010, the Company acquired, among other things, 40% and 20% of the equity interest in AVIC Vanke from AVIC International and Beijing Raise, respectively. Such acquisitions were completed on 5 September 2012. As at the Latest Practicable Date, AVIC Vanke has a registered capital of RMB3,000,000,000, and its equity interest is owned as to 60% by the Company and 40% by Vanke Enterprise, respectively. AVIC Vanke is accounted for as a jointly controlled entity under the joint control of the Company and Vanke Enterprise, where the Company has no control over the board of directors and shareholders’ meetings of AVIC Vanke. The financial results and assets and liabilities of AVIC Vanke are not consolidated in the accounts of the Company prior to Completion. Nevertheless, AVIC Vanke is a subsidiary of the Company for the purpose of the Listing Rules as, among other things, the Company holds more than half of the equity interest of AVIC Vanke as at the Latest Practicable Date and prior to Completion.

Tabularised below is a summary of the unaudited financial results of AVIC Vanke for each of the three years ended 31 December 2010, 2011 and 2012 as extracted from financial statements reviewed by PricewaterhouseCoopers, Certified Public Accountants, Hong Kong, which are prepared in accordance with International Financial Reporting Standards:

Consolidated income statement

For the year ended 31 December (RMB’000) 2012 2011 2010 (unaudited) (unaudited) (unaudited)

Revenue 6,081,334 2,408,101 2,029,266 Profitbeforetaxation 1,433,578 749,284 387,350 Profitaftertaxation 880,223 416,818 228,250 Profit attributable to equity holdersofAVICVanke 571,490 293,961 205,051

– 24 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

Consolidated balance sheet

As at 31 December (RMB’000) 2012 2011 2010 (unaudited) (unaudited) (unaudited)

Totalassets 13,749,697 15,673,883 12,568,476 Totalliabilities 8,954,405 11,068,973 9,045,456 Totalequity 4,795,292 4,604,910 3,523,020 Net assets attributable to equity holdersofAVICVanke 3,793,743 3,497,253 3,203,292

As shown above, AVIC Vanke maintained significant growth in revenue and profit attributable to equity holders of AVIC Vanke in each of the last three financial years. For the year ended 31 December 2012, AVIC Vanke recorded consolidated revenue of approximately RMB6,081 million, representing an increase of approximately 153% over the previous year. Profit attributable to equity holders of AVIC Vanke was approximately RMB571 million for the year ended 31 December 2012, representing an increase of approximately 94% over the previous year. The net assets attributable to equity holders of AVIC Vanke maintained a steady growth in the past three financial years. A cash dividend of RMB275 million was paid by AVIC Vanke on 26 July 2012.

For further details of financial information and background of AVIC Vanke, please refer to page 8 in the letter from the Board in this circular and Appendix II to this circular.

Principal terms of the Proposed Capital Increase

The capital contribution

Pursuant to the Capital Increase Agreement, AVIC International and Vanke Enterprise have respectively conditionally agreed to make a capital contribution of RMB600 million (equivalent to approximately HK$741 million) and RMB400 million (equivalent to approximately HK$494 million) in cash to the registered capital and the capital reserve of AVIC Vanke. The Company had waived its preferential rights to make the capital contribution to AVIC Vanke.

Among the total capital contribution of RMB600 million to be made by AVIC International, RMB492,020,000 (equivalent to approximately HK$607,432,099) will apply to the registered capital of AVIC Vanke and RMB107,980,000 (equivalent to approximately HK$133,308,642) will apply to the capital reserve of AVIC Vanke. Among the total capital contribution of RMB400 million to be made by Vanke Enterprise, RMB328,010,000 (equivalent to approximately HK$404,950,617) will apply to the registered capital of AVIC Vanke and RMB71,990,000 (equivalent to approximately HK$88,876,543) will apply to the capital reserve of AVIC Vanke.

– 25 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER i. Basis of the capital contribution amounts

The consideration of 60% equity interest in AVIC Vanke acquired by the Company in November 2010 was approximately RMB2,267 million. Pursuant to the corresponding sale and purchase agreement, the Company is entitled to the dividend of RMB165 million for the financial year ended 31 December 2011 despite the completion of the acquisition took place on 5 September 2012. The corresponding value of 60% equity interest in AVIC Vanke is approximately RMB2,196 million based on the fair value of the net assets of AVIC Vanke of RMB3,660 million agreed among the parties to the Capital Increase Agreement. Considering the cash dividend received from AVIC Vanke by the Company of RMB165 million, the investment in AVIC Vanke provides positive holding return to the Company between such acquisition and the Proposed Capital Increase. We have also analysed the fairness and reasonableness of the pricing of the Proposed Capital Increase under the section headed “comparable company analysis” below. ii. Valuation methodology

We have reviewed the valuation reports dated 26 November 2012 prepared by Beijing China Enterprise Appraisals Co., Ltd. (̏ԯʕΆശ༟ପ൙ПϞࠢப΂ʮ̡, the “Valuer”) on the methodology adopted and the assumptions used in arriving at the valuation of AVIC Vanke as at 30 September 2012. The Valuer has considered asset-based approach and market approach to determine the value of AVIC Vanke. Asset-based approach is based on the balance sheet ofAVIC Vanke as at 30 September 2012 and focuses on the fair-market value of its net assets. Comparable company analysis is used as market approach in such valuation report, using the adjusted average price to book ratio of a group of comparable companies as a benchmark to determine the value of AVIC Vanke. As stated in such valuation report, since subjective judgments and adjustments involved in the market approach may affect the accuracy of the valuation result, the asset-based approach was adopted as an appropriate valuation methodology. We understand that the Valuer had carried out its work in six procedures, namely engagement, preparation, site visit, data collection, assessment and report submission. We have also inspected the license of the Valuer as being a qualified valuer in the PRC. As the valuation report was prepared according to the valuation standards in the PRC and the Valuer was appointed by AVIC International and AVIC Vanke, we have not relied on such valuation reports but relied on our analysis on the strategic rationale of the Proposed Capital Increase, the terms and the consideration of the Proposed Capital Increase and the possible financial effects to the Group to form our opinion and recommendation given in this letter.

– 26 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

The difference between the audited net assets value and the valuation of the net assets mentioned above is mainly resulted from different treatment of long-term equity investments. In computing the audited net assets value, AVIC Vanke’s long-term equity investments were included by reference to their initial investment costs, while in computing the valuation of the net assets, such long-term equity investments were included by reference to their current market value, which resulting a valuation appreciation. iii. Payment method

The amendments to the articles of association of AVIC Vanke

Parties to the Capital Increase Agreement agreed to make certain amendments to the articles of association of AVIC Vanke after Completion. Set out below are the key variations of the articles of association:

Composition of the board AVIC Vanke shall have 7 directors, out of which the of directors of AVIC Company shall nominate 2 directors, Vanke Vanke Enterprise shall nominate 3 directors and AVIC International shall nominate 2 directors.

Appointment of AVIC Vanke shall have 2 supervisors, out of which the supervisors of AVIC Company shall nominate 1 supervisor, and AVIC Vanke International shall nominate 1 supervisor.

Prior to Completion and pursuant to the existing articles of association of AVIC Vanke, AVIC Vanke has 7 directors, out of which the Company is entitled to nominate 4 directors and Vanke Enterprise is entitled to nominate 3 directors. Given Vanke Enterprise’s equity interest in AVIC Vanke remains unchanged at 40% after Completion, parties to the Capital Increase Agreement agreed that Vanke Enterprise’s right to nominate 3 directors of AVIC Vanke shall remain unchanged. Given the Company has little exposure to the real estate business in history while AVIC International has over twenty years experience in such business with valuable resources, parties to the Capital Increase Agreement agreed that it will be beneficial to AVIC Vanke for providing AVIC International the right to nominate one more director, who has relevant professional experience and is familiar with the real estate business, so as to enhance the efficiency and effectiveness of AVIC Vanke in making strategic decision on matters in relation to its expansion, development and financing in the real estate business, and thus to enhance its sustainability and maximize its profit. In light of the above factors, we concur with the Board that the proposed board composition of AVIC Vanke is fair and reasonable and would be beneficial to the interest of AVIC Vanke and the Company.

– 27 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

Comparable company analysis

The Company is an investment holding company and the Proposed Capital Increase could be considered as an investment opportunity on AVIC Vanke while the comparable listed companies are indicators of alternative real estate investment opportunities available in the market. AVIC Vanke is principally engaged in real estate development and operation in the PRC. Consolidated net assets attributable to equity holders of AVIC Vanke was approximately RMB3.8 billion (equivalent to approximately HK$4.7 billion) as at 31 December 2012. Profit attributable to equity holders of AVIC Vanke was approximately RMB571 million (equivalent to approximately HK$706 million) for the year ended 31 December 2012.

To assess the fairness and reasonableness of the consideration for the Proposed Capital Increase, we have searched for companies listed on the Stock Exchange, which are mainly engaged in real estate development in the PRC with net assets and profit attributable to equity holders of the company ranging from 50% to 1.5 times of net assets and profit attributable to equity holders of AVIC Vanke respectively, which we considered comparable to AVIC Vanke and form a representative sample. To the best of our knowledge and as far as we are aware of, there are 9 companies which is an exhaustive list of real estate companies comparable to AVIC Vanke in terms of their size, profitability and geographical location.

As real estate development is an asset based business, we have used price to book ratio implied by the closing prices of the comparable companies on the Latest Practicable Date, which we consider appropriate for this comparison purpose. As AVIC Vanke has been profitable, we also use price to earnings ratio implied by the closing prices of the comparable companies on the Latest Practicable Date for this comparison purpose.

The proposed increase of registered capital of RMB820,030,000 represents 27.33% of the registered capital of AVIC Vanke of RMB3 billion as at the Latest Practicable Date. The corresponding 27.33% of the net assets attributable to equity holders of AVIC Vanke as at 31 December 2012 was approximately RMB1,037 million. The corresponding 27.33% of profit attributable to equity holders of AVIC Vanke for the year ended 31 December 2012 was approximately RMB156 million. Based on the Proposed Capital Increase of RMB1 billion and the corresponding net assets of RMB1,037 million, the implied price to book ratio is approximately 0.96 times. Based on the Proposed Capital Increase of RMB1 billion and the corresponding profit of RMB156 million, the implied price to earnings

– 28 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER ratio is approximately 6.40 times. Such valuation ratios are within the range of those comparable companies as tabularised below:

Net assets Profit attributable attributable to equity to equity Price to Price to Property Stock Market holders of holders of book earnings Company name location code capitalisation the company the company ratio ratio (HK$million) (HK$million) (HK$million) (times) (times)

Chuang’s China Investments PRC 298 812 2,459 449 0.33 1.81 Ltd FrasersPropertyChinaLtd PRCand 535 6,680 2,822 497 2.37 13.44 Hong Kong Top Spring International PRC 3688 5,530 3,420 1,022 1.62 5.41 Holdings Ltd CoastalGreenlandLtd PRCand 1124 1,702 4,489 593 0.38 2.87 Hong Kong China SCE Property Holdings PRC 1966 5,507 5,374 890 1.02 6.19 Ltd ShanghaiZendaiPropertyLtd PRC 755 2,214 5,549 450 0.40 4.92 CentralChinaRealEstateLtd PRC 832 6,741 5,772 830 1.17 8.12 ZhongAnRealEstateLtd PRC 672 3,196 6,294 437 0.51 7.32 MinmetalsLandLtd PRCand 230 4,306 6,504 610 0.66 7.05 Hong Kong

Maximum 2.37 13.44 Minimum 0.33 1.8 Average 0.94 6.35 Median 0.66 6.19

Proposed Capital Increase PRC 0.96 6.40

Source: Bloomberg

As illustrated above, the average and median of price to book ratios of the comparable companies is approximately 0.94 times and 0.66 times, respectively. The implied price to book ratio of the Proposed Capital Increase of approximately 0.96 times is within the range of price to book ratios of comparable companies and is close to both the mean and medium of such ratios of comparable companies. The average and median of price to earnings ratios of the comparable companies is approximately 6.35 times and 6.19 times, respectively. The implied price to earnings ratio of the Proposed Capital Increase of approximately 6.40 times is within the range of price to book ratios of comparable companies and is close to both the mean and medium of such ratios of comparable companies.

As both the implied price to book ratio and price to earnings ratio of the Proposed Capital Increase are within the range of such ratios of comparable companies, we consider that the pricing of Proposed Capital Increase is in line with market practice, fair and reasonable. At the same time, the analysis above also indicates the pricing of the Proposed Capital Increase is not more favorable than alternative market investment opportunities available to the Company and the Company could consider to invest in alternative real estate investment opportunities with lower pricing, and hence the Company’s

– 29 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER non-participation in the capital contribution to AVIC Vanke is in the interest of the Group and its shareholders as a whole, especially considering the financial position of the Company and the large contribution amount of the Proposed Capital Increase. We have also analysed the financial impacts to the Group before and after Completion under the section headed “POSSIBLE FINANCIAL EFFECTS” below.

Changes in shareholding structure of the AVIC Vanke

Upon Completion, together with the existing registered capital of AVIC Vanke of RMB3 billion, AVIC Vanke will have an enlarged registered capital of RMB3,820,030,000, and its equity interest will be owned as to 47.12% by the Company, 12.88% by AVIC International and 40% by Vanke Enterprise, respectively. The shareholding of the Company in AVIC Vanke will be diluted by approximately 12.88% from 60%. AVIC Vanke will cease to be a subsidiary of the Company for the purpose of the Listing Rules and continue to be accounted for as a joint venture of the Company. The results and assets and liabilities of AVIC Vanke will be consolidated into the accounts of AVIC International.

Reasons for the Proposed Capital Increase and the Company’s non-participation in the capital contribution to AVIC Vanke

Since the acquisition of equity interest in AVIC Vanke by the Company on 30 November 2010, the PRC government has implemented stringent policies in relation to the property market and the costs and difficulties in obtaining further capital have been significantly increased. PRC State Council issued series of policies at the beginning of 2010 in pursuit of the stable and healthy development of PRC real estate market. Such policies constrain investment and speculation in the real estate market, but support the purchase of private apartment for self uses. The Company considers such policies are favourble to the development of real estate market in tier 2 and tier 3 cities and central and western areas of PRC. AVIC Vanke currently has around 10 real estate development projects in progress across PRC, most of which are located in tier 2 and tier 3 cities, and hence could benefit from such policy. However, such policies significantly increase the difficulty of real estate developers’ financing activities especially by ways of bank borrowing, initial public offering and secondary offering. AVIC Vanke, being a real estate developer with its business expanding rapidly, has a comparatively huge capital demand. According to the management of AVIC Vanke, the estimated capital demand of AVIC Vanke is around RMB6 billion to RMB7 billion per year and the difficulties and relatively high cost in obtaining further capital from banks and other financial institutions have hampered the business development of AVIC Vanke and the management has always been seeking for obtaining further capital with lower costs.

Save for capital increase, AVIC Vanke has also considered alternative fund raising methods, such as bank loan and trust loan. However, the borrowing amount AVIC Vanke could obtain from banks are limited and at high interest rates. The Proposed Capital Increase could cater the capital demand of AVIC Vanke without incurring any additional interest. In addition, it is expected that AVIC Vanke, following the Proposed Capital Increase, will be able to reduce the finance cost for business development, improve its structure of assets and liabilities and further enhance its financing capability in the future and hence benefit the Company through its shareholding in AVIC Vanke.

– 30 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

If the Company exercises its preferential rights to maintain its shareholding in AVIC Vanke unchanged, the Company needs to make a capital contribution of RMB600 million pursuant to the terms of the Capital Increase Agreement, representing approximately 53% of the cash and cash equivalents of the Group as at 30 June 2012. The Company has also considered raising fund through placing, rights issue, open offer or bank borrowings. As the Company is a H share company and controls several real estate companies, it is deemed as a real estate developer by the China Securities Regulatory Commission (“CSRC”). In order to make secondary offering, the Company has to obtain approvals from PRC regulatory authorities, such as the State-owned Assets Supervision and Administration Commission of the State Council, the Ministry of Land and Resources and CSRC. Due to the tightened policies on real estate industry, the Company anticipates difficulty to obtain such approvals for any secondary offering. The Group had net current liability of approximately RMB1,481 million with current ratio of approximately 85% and gearing ratio, calculated as net debt divided by total capital, of approximately 64% as at 30 June 2012. The proposed issue of not more than RMB2 billion debentures denominated in Renminbi announced in June 2012 has not been approved by relevant regulatory authorities yet. In view of the Group’s high gearing ratio and net current liability and the pressure on its cash flow after the Proposed Capital Increase, the Company does not pursue further debt financing in order to participate in the Proposed Capital Increase. Based on the above, the Company had waived its preferential rights to make the capital contribution to AVIC Vanke.

The Company’s acquisition of 60% equity interest in AVIC Vanke in November 2010 expanded its exposure in the real estate industry, thereby further enlarged the business scale of the Group, increased its core competitiveness and reflected the strategic initiative of the continual acquisition of high-quality assets from its controlling shareholder and its associates. Such acquisition aligns with the business development strategy of the Company, creates synergy among the various industries that the Group has invested or will invest and increases the Company’s value. Even though the Company’s shareholding in AVIC Vanke will be diluted, the Company will still maintain a large shareholding in AVIC Vanke after the Proposed Capital Increase. Therefore we concur with the Company that non-participation in the Proposed Capital Increase aligns with the original plan and strategy of the Company.

Based on the above, we concur with the Directors that the Capital Increase Agreement was entered into in the ordinary and usual course of business of the Company and on normal commercial terms, the Proposed Capital Increase and the transactions contemplated under the Capital Increase Agreement, including the Company’s non-participation in the capital contribution to AVIC Vanke, are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

– 31 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER

POSSIBLEFINANCIALEFFECTS

The following analysis is based on the audited and unaudited consolidated financial statements of the Group for the financial year ended 31 December 2011 and the six months ended 30 June 2012 and the unaudited consolidated statements of AVIC Vanke for the financial year ended 31 December 2012.

Effects on net assets

According to the Company’s interim report 2012, the unaudited consolidated net assets attributable to equity holders of the Company was approximately RMB2,223 million as at 30 June 2012. According to the unaudited consolidated balance sheets of AVIC Vanke, the net assets attributable to equity holders of AVIC Vanke was approximately RMB3,794 million as at 31 December 2012. Given the acquisition of 60% interest of AVIC Vanke had been completed on 5 September 2012, net assets of AVIC Vanke attributable to the Company was approximately RMB2,276 million as at 31 December 2012. Assuming the Proposed Capital Increase completed on 31 December 2012, net assets of the enlarged AVIC Vanke attributable to the Company was approximately RMB2,259 million in accordance with the 47.12% equity interest of the Company in the enlarged AVIC Vanke, representing a decrease of approximately RMB17.4 million in the equity attributed to the equity holders of the Company. According to the unaudited pro forma consolidated balance sheet of the Group, the estimated transaction costs directly attributable to the Proposed Capital Increase would be approximately RMB2.5 million. Based on the above calculation, as at 31 December 2012, the equity attributed to the equity holders of the Company would decrease approximately RMB20 million after Completion. We are of the view that the Proposed Capital Increase will not have material adverse impact on the net assets of the Group after Completion.

Effects on earnings

The Group recorded profit attributable to equity holders of the Company of approximately RMB212 million for the year ended 31 December 2011. According to the unaudited consolidated income statements of AVIC Vanke, profit attributable to equity holders of AVIC Vanke was approximately RMB571 million for the year ended 31 December 2012. Assuming the acquisition of 60% interest of AVIC Vanke had been completed on 1 January 2012 and the Company held 60% of AVIC Vanke for the whole 2012 financial year, profit of AVIC Vanke attributable to the Company was approximately RMB343 million for the year ended 31 December 2012. Assuming the Company held 47.12% of AVIC Vanke for the whole 2012 financial year, profit of AVIC Vanke attributable to the Company was approximately RMB269 million, representing a decrease of approximately RMB74 million in the share of profit of AVIC Vanke by the Company. The estimated gain or loss on the deemed disposal is calculated as the difference between the Company’s share of net assets in AVIC Vanke as at 31 December 2012 before and after the Proposed Capital Increase and are subject to change upon Completion. Based on the decrease of share of profit of AVIC Vanke of approximately RMB74 million, estimated loss from the deemed disposal of approximately RMB17.4 million and the estimated transaction cost of approximately RMB2.5 million, for the financial year ended 31 December 2012, profit attributed to the equity holders of the Company would decrease

– 32 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER approximately RMB94 million after Completion. The deemed disposal pursuant to the Proposed Capital Increase will definitely resulted in decrease on expected earnings attributable to equity holders of the Company, but the Company can preserve its capital and cash for other investment opportunities while still maintain a material interest, being 47.12%, in the enlarged AVIC Vanke thereafter. We are of the view that the Proposed Capital Increase will not have material adverse impact on the earnings of the Group after Completion.

The difference between the effects on earnings discussed above and that in the unaudited pro forma consolidated statements of the Remaining Group as set out in Appendix III to this circular is mainly due to different reference periods. Our calculation of the share of profit of AVIC Vanke by the Company is based on the unaudited consolidated income statement of AVIC Vanke for the year ended 31 December 2012, which shows the latest financial results of AVIC Vanke, while the calculation of the share of profit of AVIC Vanke in the unaudited pro forma income statement is based on financial figures of AVIC Vanke for the year ended 31 December 2011. Our calculation of estimated loss from the deemed disposal is based on the unaudited consolidated balance sheet of AVIC Vanke as at 31 December 2012, which shows the latest financial position of AVIC Vanke, while the calculation of gain from the deemed disposal in the unaudited pro forma income statement is based on financial figures of AVIC Vanke as at 1 January 2011.

Effects on gearing and working capital

As at 30 June 2012, the Group’s total borrowings was approximately RMB10,893 million and the gearing ratio, calculated as net debt divided by total capital, was approximately 64%. The Group had cash and cash equivalents of approximately RMB1,141 million and net current liability of approximately RMB1,481 million as at 30 June 2012. The Group will not incur any significant cash outflow pursuant to the Capital Increase Agreement, other than the estimated transaction costs directly attributable to the Proposed Capital Increase of RMB2.5 million. Assuming the Proposed Capital Increase completed on 31 December 2012, the equity attributed to the equity holders of the Company would decrease approximately RMB17.4 million after Completion. The total borrowings and current liability of the Group will not be affected by the Proposed Capital Increase. We are of the view that the Proposed Capital Increase will not have any material adverse impact on the cash, gearing ratio and working capital position of the Group after Completion.

RECOMMENDATION

We have considered the above principal factors and reasons and particularly (i) the strategic rationale of the Proposed Capital Increase; (ii) the terms and the consideration as discussed above; and (iii) the possible financial effects to the Group. Based on the above principal factors and reasons, especially in view of the large amount of cash involved in the Proposed Capital Increase, the current high gearing ratio and tight cash position of the Company, the real estate expertise AVIC International could contribute to AVIC Vanke and the urgent capital demand of AVIC Vanke, we consider that the Capital Increase Agreement was entered into in the ordinary and usual course of business of the Company and on normal commercial terms, the Proposed Capital Increase and the transactions

– 33 – LETTERFROMTHEINDEPENDENTFINANCIALADVISER contemplated under the Capital Increase Agreement (including the Company’s non-participation in the capital contribution to AVIC Vanke) are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole, despite earnings and net assets of the Company would be diluted due to the deemed disposal. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the resolutions to be proposed at the EGM to approve the Proposed Capital Increase.

Yours faithfully, for and on behalf of Anglo Chinese Corporate Finance, Limited Michael Fok Director

– 34 – APPENDIXIFINANCIALINFORMATIONOFTHEGROUP

FINANCIALINFORMATIONOFTHEGROUP

Financial information of the Group for each of the three years ended 31 December 2009, 2010 and 2011 are disclosed in the annual reports of the Company for the years ended 31 December 2009, 31 December 2010 and 31 December 2011 respectively, which are published on both the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company, there was no qualified audit opinion expressed on the financial statements of the Group for the three years ended 31 December 2011.

INDEBTEDNESS STATEMENT

Borrowings

As at the close of business on 31 December 2012, being the latest practicable date for the purpose of this indebtedness statement, the Group had total borrowings of approximately RMB16,661,917,000, details of which are as follows:

Secured Unsecured Total Guaranteed Unguaranteed RMB’000 RMB’000 RMB’000 RMB’000

Non-current Bankborrowings 1,194,805 1,826,191 530,000 3,550,996 Relatedpartyborrowings 41,715 – 1,276,545 1,318,260 Thirdpartyborrowings 40,000 261,952 – 301,952

1,276,520 2,088,143 1,806,545 5,171,208

Current Bankborrowings 709,539 5,201,522 3,869,754 9,780,815 Debentures – – 300,000 300,000 Relatedpartyborrowings – – 1,391,894 1,391,894 Thirdpartyborrowings – 18,000 – 18,000

709,539 5,219,522 5,561,648 11,490,709

1,986,059 7,307,665 7,368,193 16,661,917

The secured borrowings of approximately RMB1,986,059,000 were secured by land use rights, buildings and investment properties.

– I-1 – APPENDIXIFINANCIALINFORMATIONOFTHEGROUP

Contingent liabilities

As at the close of business on 31 December 2012, being the latest practicable date for the purpose of this indebtedness statement, the Group has the following financial guarantees outstanding:

Guarantor’s Guarantee’s Outstanding relationship relationship with the amounts Guarantor withtheGroup Guarantee Group guaranteed RMB’000

AVIC Weihai Shipyard Subsidiary of the Weihai Port Co., Ltd. Under common 120,000 ऎಥٰ΅Ϟࠢ control by PRC۾Co., Ltd.* Group ʆ؇ ऎ୵ᅀϞࠢʮ̡ ʮ̡ Government۾ʕঘ

AVIC Weihai Shipyard Subsidiary of the Weihai Port Group Under common 150,000 Co., Ltd. Group Co., Ltd. control by PRC ऎಥණྠϞࠢʮ̡ Government۾ ऎ୵ᅀϞࠢʮ̡۾ʕঘ

Shandong Xinchuan Subsidiary of the Shandong Xin Chuan The guarantor holds 37,000 Zhonggong Co., Ltd.* Group Zhong Gong Ship 10% equity interest ʆ؇อ୵ࠠʈϞࠢʮ̡ Steel Outfitting in the guarantee Co., Ltd.* ʆ؇อ୵ࠠʈ୵͜፻ሯ 䖂ༀ΁Ϟࠢʮ̡

Shandong Xinchuan Subsidiary of the Shandong Xin Chuan The guarantor holds 10,000 Zhonggong Co., Ltd.* Group Zhong Gong Pipe 10% equity interest ʆ؇อ୵ࠠʈϞࠢʮ̡ Outfitting in the guarantee Production Co., Ltd.* ʆ؇อ୵ࠠʈ၍䖂ༀႡ ЪϞࠢʮ̡

Shandong Xinchuan Subsidiary of the Weihai Port Co., Ltd. Under common 55,000 ऎಥٰ΅Ϟࠢ control by PRC۾Zhonggong Co., Ltd.* Group ʆ؇ ʆ؇อ୵ࠠʈϞࠢʮ̡ ʮ̡ Government

Shandong Xinchuan Subsidiary of the Weihai Port Group Under common 55,000 Zhonggong Co., Ltd.* Group Co., Ltd.* control by PRC ऎಥණྠϞࠢʮ̡ Government۾ ʆ؇อ୵ࠠʈϞࠢʮ̡

China National Subsidiary of the Xiamen Tianma Associated company 140,000 Aero-Technology Group Microelectronics of the guarantor Import & Export Co., Ltd. ৵ฆཥɿϞࠢ˂ژXiamen Corporation ข Ϟࠢ ʮ̡ژʕ਷ঘ٤Ҧஔข ʮ̡

Catico Investments Subsidiary of the Radiance Catico Associated company USD26,412,820 Pte. Ltd. Group Offshore Pte. Ltd. of the guarantor

* The English names of these companies represent management’s best efforts at translating the Chinese names of these companies as no English names have been registered or available.

– I-2 – APPENDIXIFINANCIALINFORMATIONOFTHEGROUP

Save as disclosed above and apart from intra-group liabilities, the Group did not have any outstanding debt securities issued and outstanding or authorised or otherwise created but unissued, term loans, other borrowings or indebtedness in the nature of borrowing including bank overdrafts, liabilities under acceptances (other than normal trade bills), acceptance credits, material hire purchase commitments, mortgages and charges, material contingent liabilities and guarantees outstanding at the close of business on 31 December 2012.

WORKING CAPITAL STATEMENT

Taking into account the expected completion of the Transaction and the financial resources available to the Remaining Group, including the internally generated funds and the available banking facilities, the Directors are of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of this circular.

FINANCIALANDTRADINGPROSPECTOFTHEREMAININGGROUP

Looking forward to 2013, the trend of global economy still confronts various uncertainties. Slowing down of economic growth in new markets, steady growth of the economy of the United States and the crisis in the Euro Zone are the most obvious threat facing the global economy. In view of tackling the slowing down of economic growth, the Chinese government has adopted the financial, fiscal and industrial policies that are beneficial to the stability of domestic economic growth. In 2013, the stimulation of domestic economic growth by the “Trioka” will show a stably upward trend. Combining the domestic and foreign economic trend, it is expected that the economy of China will commence a new upward cycle.

With the gradual overcoming of the fundamentals of the domestic economy and the stabilization policies for economic growth issued by the Chinese government, the remaining group will seize the good opportunity of the market to enhance its competitiveness by surrounding its core business, promote innovative business mode, strengthen brilliant operating capacity including marketing, technology research and development, supply chain management, raise the efficiency of operation and asset, promote novel management and in-depth strategic cost control, lower cost with higher efficiency, endeavor to protect and control system risk and operating risk, fully pay efforts on the operation benefits of the Company and creative bigger returns for shareholders.

In addition, according to the strategic action of continuous injection of prominent assets by the Company’s controlling shareholders, the Company has acquired equity interests in 12 PRC companies from its controlling shareholders and their associates in 2010; such acquisition proceeded to completion on 5 September 2012, the subsequent acquisitions in 2011 are expected to complete in 2013. It is expected that the business scale of the Remaining Group will then further expand.

– I-3 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

UNAUDITED CONSOLIDATED FINANCIAL INFORMATION OF AVIC INTERNATIONAL VANKE COMPANY LIMITED

Set out on pages II-1 to II-10 below are the unaudited consolidated balance sheets of AVIC International Vanke Company Limited (“AVIC Vanke”) as at 31 December 2010, 2011 and 2012 and the unaudited consolidated income statements, unaudited consolidated statements of comprehensive income, unaudited consolidated statements of changes in equity and unaudited consolidated statements of cash flows of AVIC Vanke for each of the years then ended and certain explanatory notes (the “Unaudited Consolidated Financial Information”). The Unaudited Consolidated Financial Information has been prepared in accordance with the accounting policies adopted by AVIC International Holdings Limited (formerly known as CATIC Shenzhen Holdings Limited) (the “Company”) and paragraph 68(2)(a)(i) of Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Unaudited Consolidated Financial Information is prepared by the directors of the Company solely for the purpose of inclusion in the circular of the Company in connection with the Disposal. The Unaudited Consolidated Financial Information has been reviewed by the Company’s reporting accountant in accordance with International Standard on Review Engagements 2400 “Review of Financial Statements” issued by the International Auditing and Assurance Standards Board, there is no qualification or modification in the review report issued by the reporting accountant.

– II-1 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

Unaudited consolidated balance sheets

(Unaudited) As at 31 December 2010 2011 2012 RMB’000 RMB’000 RMB’000

Assets Non-current assets Property,plantandequipment 3,276 4,991 3,810 Prepayment for acquiring subsidiaries 628,414 – – Investment in jointly controlled entities 182,851 763,970 780,132 Investmentsinanassociate 8,507 6,322 8,476 Deferredincometaxassets 43,403 70,281 87,028 Propertiesunderdevelopment 2,374,237 5,193,605 4,659,119 Othernon-currentassets 25,500 25,500 25,500

3,266,188 6,064,669 5,564,065

Current assets Propertiesunderdevelopment 3,618,604 4,091,711 3,564,537 Completed properties held for sale 287,302 769,092 335,352 Tradeandotherreceivables 3,267,393 3,196,682 2,495,217 Tax prepayments 116,496 191,907 132,710 Restricted cash 68,305 96,960 129,520 Cashandcashequivalents 1,944,188 1,262,862 1,528,296

9,302,288 9,609,214 8,185,632

Total assets 12,568,476 15,673,883 13,749,697

Equity and liabilities Equity attributable to owners of the parent company Share capital 3,000,000 3,000,000 3,000,000 Surplus reserves 134,457 134,457 162,020 Retained earnings 68,835 362,796 631,723

3,203,292 3,497,253 3,793,743

Non-controlling interests 319,728 1,107,657 1,001,549

Total equity 3,523,020 4,604,910 4,795,292

– II-2 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

(Unaudited) As at 31 December 2010 2011 2012 RMB’000 RMB’000 RMB’000

Liabilities Non-current liabilities Borrowings 2,607,000 535,000 888,800 Deferredincometaxliabilities – 10,673 6,463

2,607,000 545,673 895,263

Current liabilities Borrowings 1,249,200 3,646,600 1,852,000 Advance proceeds received from customers 3,389,491 4,679,975 2,860,733 Tradeandotherpayables 1,611,811 1,971,839 2,817,076 Currentincometaxliabilities 187,954 224,886 529,333

6,438,456 10,523,300 8,059,142

Total liabilities 9,045,456 11,068,973 8,954,405

Total equity and liabilities 12,568,476 15,673,883 13,749,697

Net current assets/(liabilities) 2,863,832 (914,086) (910,048)

Total assets less current liabilities 6,130,020 5,150,583 5,690,555

– II-3 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

Unaudited consolidated income statements

(Unaudited) Year ended 31 December 2010 2011 2012 RMB’000 RMB’000 RMB’000

Revenue 2,029,266 2,408,101 6,081,334 Cost of sales (1,537,868) (1,464,575) (4,469,246)

Gross profit 491,398 943,526 1,612,088 Sellingandmarketingexpenses (81,988) (94,507) (96,799) Administrativeexpenses (62,956) (81,891) (175,010) Other income 273 2,879 24,097

Operating profit 346,727 770,007 1,364,376

Finance income 65,611 168,600 215,797 Finance costs (47,094) (172,407) (193,187)

Financeincome/(costs)–net 18,517 (3,807) 22,610

Share of profits/(losses) of jointly controlledentities 22,099 (14,731) 44,438 Share of profits/(losses) of an associate 7 (2,185) 2,154

Profit before income tax 387,350 749,284 1,433,578

Incometaxexpense (159,100) (332,466) (553,355)

Profit for the year 228,250 416,818 880,223

Profit attributable to Ownersoftheparentcompany 205,051 293,961 571,490 Non-controllinginterests 23,199 122,857 308,733

228,250 416,818 880,223

Distributions 139,459 – 275,000

– II-4 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

Unaudited consolidated statements of comprehensive income

(Unaudited) Year ended 31 December 2010 2011 2012 RMB’000 RMB’000 RMB’000

Profit for the year 228,250 416,818 880,223

Other comprehensive loss for the year, net of tax –––

Total comprehensive income for the year, net of tax 228,250 416,818 880,223

Total comprehensive income attributable to: Owners 205,051 293,961 571,490 Non-controllinginterests 23,199 122,857 308,733

Total comprehensive income for the year 228,250 416,818 880,223

– II-5 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

Unaudited consolidated statements of changes in equity

(Unaudited) Owners of the parent company Non- Paid in Other Retained controlling Total capital reserves earnings Sub-total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At1January2010 1,000,000 83,472 54,228 1,137,700 202,670 1,340,370

Comprehensive income: Profit for the year – – 205,051 205,051 23,199 228,250

Transactions with owners: Capital contribution by owners oftheparentcompany 2,000,000 – – 2,000,000 – 2,000,000 Non-controlling interests arising onbusinesscombination – – – – 19,968 19,968 Capital injection by non-controllinginterests – – – – 113,780 113,780 Dividends – – (139,459) (139,459) (39,889) (179,348) Appropriation of surplus reserves – 50,985 (50,985) – – –

Total transactions with owners 2,000,000 50,985 (190,444) 1,860,541 93,859 1,954,400

At 31 December 2010 3,000,000 134,457 68,835 3,203,292 319,728 3,523,020

Comprehensive income: Profit for the year – – 293,961 293,961 122,857 416,818

Transactions with owners Non-controlling interests arising onbusinesscombination – – – – 628,414 628,414 Capital contribution by a non-controllinginterest – – – – 45,000 45,000 Dividends – – – – (8,342) (8,342)

Total transactions with owners – – – – 665,072 665,072

At 31 December 2011 3,000,000 134,457 362,796 3,497,253 1,107,657 4,604,910

– II-6 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

(Unaudited) Owners of the parent company Non- Paid in Other Retained controlling Total capital reserves earnings Sub-total interests equity RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

As at 1 January 2012 3,000,000 134,457 362,796 3,497,253 1,107,657 4,604,910

Comprehensive income: Profit for the year – – 571,490 571,490 308,733 880,223

Transactions with owners: Repayment of capital to owners of subsidiaries – – – – (360,084) (360,084) Dividends – – (275,000) (275,000) (54,757) (329,757) Appropriation of surplus reserves – 27,563 (27,563) – – –

Total transactions with owners – 27,563 (302,563) (275,000) (414,841) (689,841)

As at 31 December 2012 3,000,000 162,020 631,723 3,793,743 1,001,549 4,795,292

– II-7 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

Unaudited consolidated statements of cash flows

(Unaudited) Year ended 31 December 2010 2011 2012 RMB’000 RMB’000 RMB’000

Cash flows from operating activities 208,058 205,585 1,800,027 Interest paid (145,654) (422,923) (563,139) Income tax paid (165,679) (311,739) (269,865)

Net cash (used in)/generated from operatingactivities (103,275) (529,077) 967,023

Cash flows from investing activities Acquisition of a subsidiary, net of cash acquired (612,962) 9,399 – Acquisitionofjointlycontrolledentities (160,752) – – Capital injection to jointly controlled entities – (595,850) – Capitalcontributiontoanassociate (8,500) – – Dividendsfromjointlycontrolledentities – – 28,276 Purchasesofproperty,plantandequipment (1,036) (3,410) (355) Proceeds from disposal of property, plant and equipment 56 302 97 Borrowingstorelatedparties (2,992,150) (815,353) (116,529) Repayment of borrowings from related parties 35,394 706,045 881,377

Net cash (used in)/generated from investingactivities (3,739,950) (698,867) 792,866

– II-8 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

(Unaudited) Year ended 31 December 2010 2011 2012 RMB’000 RMB’000 RMB’000

Cash flows from financing activities Proceedsfromborrowings 3,646,200 1,771,600 2,332,000 Repaymentofborrowings (587,000) (1,446,200) (3,772,800) Capital contributions from owners of the parentcompany 2,000,000 – – Borrowingsfromrelatedparties 500,096 489,051 779,885 Repayments of borrowings to related parties (192,461) (312,833) (163,361) Dividendspaidtoowners (139,459) – (275,000) Dividends paid to non-controlling interests of subsidiaries (39,889) – (35,095) Capital injection to subsidiaries from non-controllinginterests 113,780 45,000 – Repayment of capital to owners of subsidiaries – – (360,084)

Net cash generated from/ (usedin)financingactivities 5,301,267 546,618 (1,494,455)

Net increase/(decrease) in cash and cash equivalents 1,458,042 (681,326) 265,434 Cash and cash equivalents at beginning of year 486,146 1,944,188 1,262,862

Cash and cash equivalents at end of year 1,944,188 1,262,862 1,528,296

– II-9 – APPENDIX II FINANCIALINFORMATION OF AVIC VANKE

NOTESTOTHEUNAUDITEDCONSOLIDATEDFINANCIALINFORMATION

1 Generalinformation

AVIC International Vanke Company Limited. (“AVIC Vanke”) and its subsidiaries (together, the “AVIC Vanke Group”) are principally engaged in the development and sale of properties in various cities in the PRC.

AVIC Vanke is a limited liability company incorporated in the People’s Republic of China (the “PRC”). The address of its registered office is AVIC Building, Yi-10 Dongsanhuan Zhong Road, Chaoyang District, Beijing PRC.

2 Basisofpreparation

The Unaudited Consolidated Financial Information of AVIC Vanke has been prepared in accordance with the accounting policies adopted by the Company as shown in the annual report of the Company for the year ended 31 December 2011 and the new accounting standards introduced that are effective for the year ended 31 December 2012 as shown in the interim report of the Company for the 6 months period ended 30 June 2012, and paragraph 68(2)(a)(i) of Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Unaudited Consolidated Financial Information is prepared by the directors of the Company solely for the purpose of inclusion in this circular.

The Unaudited Consolidated Financial Information has been prepared under the historical cost convention.

The Unaudited Consolidated Financial Information does not contain sufficient information to constitute a complete set of financial statements as defined in International Accounting Standard 1 (Revised) “Presentation of Financial Statements” issued by the International Auditing and Assurance Standards Board.

The Unaudited Consolidated Financial Information is presented in Renminbi, the currency of the primary economic environment in which AVIC Vanke operates.

– II-10 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

The unaudited pro forma financial information (the “Unaudited Pro Forma Financial Information”) presented below is prepared to illustrate (a) the financial position of the Remaining Group as if the Proposed Capital Increase and the deemed disposal of interest in AVIC International Vanke Company Limited (“AVIC Vanke”) had been completed on 30 June 2012 (the “Transaction”); and (b) the results and cash flows of the Remaining Group for the year ended 31 December 2011 as if the Transaction had been completed on 1 January 2011. This Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its hypothetical nature, it may not purport to represent the true picture of the financial position of the Remaining Group as at 30 June 2012 or at any future date had the Transaction been completed on 30 June 2012 or the results and cash flows of the Remaining Group for the year ended 31 December 2011 or for any future period had the Transaction been completed on 1 January 2011.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited consolidated balance sheet of the Group as at 30 June 2012 extracted from the unaudited condensed consolidated interim financial information of the Group for the six months ended 30 June 2012 as set out in the 2012 interim report of the Group and the audited consolidated income statement, the audited consolidated statement of comprehensive income and the audited consolidated statement of cash flow of the Group for the year ended 31 December 2011 extracted from the audited consolidated financial statements of the Group for the year ended 31 December 2011 as set out in the 2011 annual report of the Group, and the unaudited financial information of AVIC Vanke set out in Appendix II to this circular after giving effect to the pro forma adjustments described in the notes and was prepared in accordance with Rules 4.29 and 14.68(2)(a)(ii) of the Listing Rules.

– III-1 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

UNAUDITEDPROFORMACONSOLIDATEDBALANCESHEETOFTHE REMAINING GROUP AS AT 30 JUNE 2012

Unaudited Unaudited pro forma condensed consolidated consolidated balance sheet balance sheet of the of the Group Remaining as at 30 June Group as at 30 2012 Proformaadjustments June 2012 RMB’000 RMB’000 RMB’000 RMB’000 Note1 Note2 Note3

ASSETS Non-current assets Landuserights 673,293 – – 673,293 Mining rights 515,656 – – 515,656 Goodwill 5,240 – – 5,240 Capitaliseddevelopmentcosts 64,114 – – 64,114 Property,plantandequipment 7,193,566 – – 7,193,566 Investmentproperties 1,441,239 – – 1,441,239 Construction-in-progress 820,064 – – 820,064 Investmentsinassociates 956,191 – – 956,191 Investment in a jointly controlled entity – 2,258,812 – 2,258,812 Available-for-salefinancialassets 34,947 – – 34,947 Deferredincometaxassets 160,314 – – 160,314 Othernon-currentassets 181,331 – – 181,331

12,045,955 2,258,812 – 14,304,767

Current assets Inventories 2,818,021 – – 2,818,021 Tradeandotherreceivables 4,587,425 – – 4,587,425 Pledgedbankdeposits 92,208 – – 92,208 Cashandcashequivalents 1,141,297 – (2,500) 1,138,797

8,638,951 – (2,500) 8,636,451

Total assets 20,684,906 2,258,812 (2,500) 22,941,218

– III-2 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

EQUITY Capital and reserves attributable to the Company’s equity holders Share capital 673,367 – – 673,367 Sharepremium 354,513 – – 354,513 Otherreserves 534,691 1,897,212 – 2,482,847 Retainedearnings 659,948 379,034 800,256 – (17,434) (2,500) 20,377

2,222,519 2,258,812 (2,500) 4,478,831

Non-controlling interests in equity 3,372,496 – – 3,372,496

Total equity 5,595,015 2,258,812 (2,500) 7,851,327

LIABILITIES Non-current liabilities Borrowings 3,917,471 – – 3,917,471 Deferredincometaxliabilities 380,187 – – 380,187 Deferred income on government grants 558,539 – – 558,539 Othernon-currentliabilities 113,618 – – 113,618

4,969,815 – – 4,969,815

Current liabilities Tradeandotherpayables 3,083,771 – – 3,083,771 Borrowings 6,975,917 – – 6,975,917 Currentincometaxliabilities 60,388 – – 60,388

10,120,076 – – 10,120,076

Total liabilities 15,089,891 – – 15,089,891

– III-3 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

Total equity and liabilities 20,684,906 2,258,812 (2,500) 22,941,218

Net current liabilities (1,481,125) – (2,500) (1,483,625)

Total assets less current liabilities 10,564,830 2,258,812 (2,500) 12,821,142

– III-4 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

Notes:

1. Extracted from the unaudited condensed consolidated balance sheet of the Group as at 30 June 2012 as set out in the published unaudited interim report of the Group for the 6 months period ended 30 June 2012.

2. Represents the Group’s share of the net assets of AVIC Vanke upon the completion of the Transaction assuming that the Transaction had been completed on 30 June 2012.

The impact of the Transaction on the Company’s investments in jointly controlled entity is analysed as follows:

RMB’000

The equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 before the Transaction (note (i)) 3,793,743 The Company’s shareholding in AVIC Vanke before the Transaction 60% The Company’s share of net assets of AVIC Vanke before the Transaction (note (ii)) – Share of capital and other reserves ofAVIC Vanke 1,897,212 (note (iii)) –ShareofretainedearningsofAVICVanke 379,034 (note (iii)) 2,276,246

The Group’s estimated loss from the Transaction assuming the Transaction had been completed on 30 June 2012 is calculated as follows: The equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 after the Transaction 4,793,743 The Company’s shareholding in AVIC Vanke after the Transaction 47.12% The Company’s share of net assets of AVIC Vanke after the Transaction 2,258,812

Estimated loss on the Transaction (note (iv)) 17,434

(i) For the purpose of preparing the Unaudited Pro Forma Financial Information, the equity of AVIC Vanke attributable to its equity holders as at 30 June 2012 is estimated by the Directors to be RMB3,793,743,000, which is determined based on the carrying amount of the equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 as extracted from the unaudited consolidated balance sheet of AVIC Vanke as at 31 December 2012 in Appendix II to the circular. No separate consolidated balance sheet of AVIC Vanke as at 30 June 2012 was prepared for the purpose of the Unaudited Pro Forma Financial Information. Had such consolidated balance sheet been prepared, the amount of the equity of AVIC Vanke attributable to its equity holders, and, accordingly, the amount of estimated gain or loss resulting from the Transaction for the compilation of the Unaudited Pro Forma Financial Information may be different from the amount presented above and the difference may be significant.

(ii) The amount represents the Company’s share of the equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 to reflect the acquisition of AVIC Vanke by the Company pursuant to one of the three acquisition agreements dated 30 November 2010 as disclosed in the Group’s circular dated 31 December 2010 (the “2010 Acquisition”). The 2010 Acquisition, which also includes the acquisition of certain companies and businesses other than AVIC Vanke, was completed subsequent to 30 June 2012 as set out in the

– III-5 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

announcement of the Company dated 5 September 2012. Accordingly, the investment in AVIC Vanke has not been reflected in the unaudited condensed consolidated balance sheet of the Group as at 30 June 2012. For the purpose of preparing the Unaudited Pro Forma Financial Information, this pro forma adjustment has taken into account the impact of acquisition of AVIC Vanke based on the Group’s share of the equity of AVIC Vanke attributable to its equity holders as at 31 December 2012, assuming that the acquisition of AVIC Vanke had been completed on 30 June 2012. The acquisition of certain other companies and businesses included in the 2010 Acquisition other than the acquisition of AVIC Vanke has not been taken into consideration for the purpose of preparing the Unaudited Pro Forma Financial Information.

(iii) The Group’s share of the equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 comprises capital and other reserves and retained earnings of AVIC Vanke of RMB1,897,212,000 and RMB379,034,000 respectively as at 31 December 2012 to reflect the acquisition of AVIC Vanke as a combination of entities under common control and accounted for on the basis of merger accounting.

(iv) The estimated loss on the Transaction is calculated as the difference between the Company’s share of the equity of AVIC Vanke attributable to its equity holders as at 31 December 2012 before and after the Transaction on the basis that the Transaction had been completed on 30 June 2012. This differs from the estimated gain as set out in the unaudited pro forma consolidated income statement of the Group for the year ended 31 December 2011 which is calculated on the basis that the Transaction was completed on 1 January 2011.

The final amounts of the assets and liabilities of AVIC Vanke and thus the gain/loss from the Transaction at the future completion date may be different from those amounts as presented above.

3. Represents the recognition of estimated transaction costs directly attributable to the Transaction. This pro forma adjustment is not expected to have a continuing effect on the unaudited pro forma consolidated income statement and unaudited pro forma consolidated statement of cashflow of the Remaining Group.

4. Apart from the above, no other adjustment has been made to reflect any trading result or other transaction of the Group entered into subsequent to 30 June 2012. In particular, the Unaudited Pro Forma Financial Information has not taken into account: (i) the completion of the acquisition of certain companies and businesses other than the acquisition of AVIC Vanke by the Group pursuant to the three acquisition agreements dated 30 November 2010 as disclosed in the Company’s circular dated 31 December 2010 and as set out in the announcement of the Company dated 5 September 2012; and (ii) the acquisition of certain companies and businesses by the Group pursuant to the three acquisition agreements dated 16 November 2011 as disclosed in the Company’s circular dated 23 December 2011.

– III-6 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT OF THE REMAINING GROUP FOR THE YEAR ENDED 31 DECEMBER 2011

Unaudited pro forma consolidated Audited income consolidated statement of income the statement of Remaining the Group Group for for the year the year ended ended 31 December 31 December 2011 Proformaadjustments 2011 RMB’000 RMB’000 RMB’000 RMB’000 Note5 Note6 Note3

Revenue 10,435,966 – – 10,435,966 Costofsales (8,393,331) – – (8,393,331)

Gross profit 2,042,635 – – 2,042,635 Distributioncosts (649,518) – – (649,518) Administrativeexpenses (1,066,391) – (1,066,391) Fair value gain on investment properties 9,617 – – 9,617 Otherincome 517,381 – – 517,381 Othergains/(losses)–net (841) 58,616 (2,500) 55,275

Operating profit 852,883 58,616 (2,500) 908,999

Financeincome 27,066 – – 27,066 Financecosts (435,209) – – (435,209) Shareofprofitsofassociates 100,810 – – 100,810 Share of profits of a jointly controlledentity – 138,515 – 138,515

Profit before income tax 545,550 197,131 (2,500) 740,181

Incometaxcharge (59,173) – – (59,173)

Profit for the year 486,377 197,131 (2,500) 681,008

Profit attributable to: – Equity holders of the Company 212,469 197,131 (2,500) 407,100 –Non-controllinginterests 273,908 – – 273,908

486,377 197,131 (2,500) 681,008

– III-7 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME OF THE REMAINING GROUP FOR THE YEAR ENDED 31 DECEMBER 2011

Unaudited pro forma consolidated Audited statement of consolidated comprehensive statement of income of comprehensive the income of Remaining the Group Group for for the year the year ended ended 31 December 31 December 2011 Proformaadjustments 2011 RMB’000 RMB’000 RMB’000 RMB’000 Note5 Note6 Note3

Profit for the year 486,377 197,131 (2,500) 681,008

Other comprehensive income:

Fair value gains on available-for-sale financial assets-grossoftax 4,759 – – 4,759 Fair value gains on available-for-sale financial assets-tax (714) – – (714) Gain on transfer of owner-occupied property to investmentproperty,netoftax 103,752 – – 103,752 Currencytranslationdifferences (8,606) – – (8,606) Share of fair value losses from available-for-sale financial assetsoftheassociate,netoftax (338) – – (338) Share of gain on the transfer of owner-occupied property to investment property of the associate–netoftax 30,224 – – 30,224

Other comprehensive income for the year, net of tax 129,077 – – 129,077

Total comprehensive income for the year, net of tax 615,454 197,131 (2,500) 810,085

Attributable to: – Equity holders of the Company 320,186 197,131 (2,500) 514,817 –Non-controllinginterests 295,268 – – 295,268

Total comprehensive income for the year 615,454 197,131 (2,500) 810,085

– III-8 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOW OF THE REMAINING GROUP FOR THE YEAR ENDED 31 DECEMBER 2011

Unaudited pro Audited forma consolidated consolidated statement of statement of cash flow of cash flow of the Group for the Remaining the year ended Group for the 31 December Pro forma year ended 31 2011 adjustment December 2011 RMB’000 RMB’000 RMB’000 Note 5 Note 3

Cash flows from operating activities Cashgeneratedfromoperations 24,480 – 21,980 Interest paid (496,934) – (496,934) Income tax paid (32,915) – (32,915)

Netcashusedinoperatingactivities (505,369) – (505,369)

Cash flows from investing activities Purchaseofproperty,plantandequipment (580,879) – (580,879) Purchase of mining rights (10) – (10) Purchaseoflanduserights (20,372) – (20,372) Additionstoconstruction-in-progress (887,948) – (887,948) Proceeds from disposal of property, plant and equipment 16,824 – 16,824 Proceeds from disposal of other non-current assets 1,014 – 1,014 Transaction costs directly attributable to the Transaction – (2,500) (2,500) Prepaymentfortheacquisitionofanassociate (40,300) – (40,300) Prepaymentfortheacquisitionofasubsidiary (28,050) – (28,050) Acquisitionofnon-controllinginterests (14,217) – (14,217) Netcashpaiddisposalofsubsidiaries (635) – (635) Purchaseofavailable-for-salefinancialassets (2,820) – (2,820) Governmentgrantsreceived 76,635 – 76,635 Interest received 27,066 – 27,066 Dividends received 8,136 – 8,136 Netchangeofothernon-currentassets (6,657) – (6,657) Netchangeofpledgedbankdeposits 29,146 – 29,146

Netcashusedininvestingactivities (1,423,067) (2,500) (1,425,567)

– III-9 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

Cash flows from financing activities Proceedsfromborrowings 4,801,376 – 4,801,376 Repaymentsofborrowings (3,708,565) – (3,708,565) Capital contribution to subsidiaries from non-controllinginterests 168,000 – 168,000 Dividends paid to non-controlling interests of subsidiaries (22,115) – (22,115) Dividendspaidtotheshareholders (8,643) – (8,643) Netchangeofpledgedbankdeposits 14,648 – 14,648

Netcashgeneratedfromfinancingactivities 1,244,701 – 1,244,701

Net decrease in cash and cash equivalents (683,735) (2,500) (686,235)

Cash and cash equivalents at beginning of year 1,728,245 – 1,728,245 Currencytranslationdifferences (4,432) – (4,432)

Cash and cash equivalents at end of year 1,040,078 (2,500) 1,037,578

– III-10 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

Notes:

5. Extracted from the audited consolidated income statement, audited consolidated statement of comprehensive income and audited consolidated statement of cash flow of the Group for the year ended 31 December 2011 as set out in the published annual report of the Company for the year ended 31 December 2011.

6. Represent the Company’s share of profit ofAVIC Vanke for the year ended 31 December 2011 and the Group’s estimated gain from the Transaction assuming the Transaction had been completed on 1 January 2011.

The impact of the Transaction on the Company’s share of profit of jointly controlled entity for the year ended 31 December 2011 is analysed as follows:

RMB’000

Net profit of AVIC Vanke attributable to its equity holders for the year ended 31 December 2011 293,961 The Company’s shareholding in AVIC Vanke before the Transaction 60% Share of profit of AVIC Vanke for the year ended 31 December 2011 before the Transaction (note (i)) 176,377

Percentage of Company’s interest in AVIC Vanke being diluted by the Transaction 12.88% Decrease in the Company’s share of profit due to dilution of Company’s interest in AVIC Vanke (37,862) Share of profit of AVIC Vanke for the year ended 31 December 2011 after the Transaction 138,515

The Group’s estimated gain from the Transaction assuming the Transaction had been completed on 1 January 2011 is calculated as follows:

RMB’000

The equity of AVIC Vanke attributable to its equity holders as at 1 January 2011 before the Transaction 3,203,292 The Company’s shareholding in AVIC Vanke before the Transaction 60% The Company’s share of net assets of AVIC Vanke before the Transaction (note (i)) 1,921,975

The equity of AVIC Vanke attributable to its equity holders as at 1 January 2011 after the Transaction 4,203,292 The Company’s shareholding in AVIC Vanke after the Transaction 47.12% The Company’s share of net assets of AVIC Vanke after the Transaction 1,980,591

Estimated gain on the Transaction (note (ii)) 58,616

(i) The amounts represent the Group’s share of profit of AVIC Vanke for the year ended 31 December 2011 and the Group’s share of the net assets of AVIC Vanke as at 1 January 2011 respectively to reflect the acquisition of AVIC Vanke by the Group pursuant to one of the three acquisition agreements dated 30 November 2010 as disclosed in the Group’s circular dated 31 December 2010. The 2010 Acquisition, which also includes the acquisition of certain companies and businesses other than AVIC Vanke, was completed subsequent to 1 January 2011 as set out in the announcement of the Company dated 5 September 2012. Accordingly, the Group’s share of profit of AVIC Vanke has not been reflected in the audited consolidated income statement of the Group for the year ended 31 December 2011 and the Group’s investment in AVIC Vanke has not been reflected in the unaudited

– III-11 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

consolidated balance sheet of the Group as at 1 January 2011. For the purpose of preparing the Unaudited Pro Forma Financial Information, this pro forma adjustment has taken into account the impact of acquisition of AVIC Vanke based on the Group’s share of profit of AVIC Vanke for the year ended 31 December 2011 and the Group’s share of the net assets of AVIC Vanke as at 1 January 2011, assuming that the acquisition of AVIC Vanke had been completed on 1 January 2011. The acquisition of certain other companies and businesses included in the 2010 Acquisition other than the acquisition of AVIC Vanke has not been taken into consideration for the purpose of preparing the Unaudited Pro Forma Financial Information.

(ii) The estimated gain on the Transaction is calculated as the difference between the Company’s share of net assets in AVIC Vanke as at 1 January 2011 before and after the Transaction on the basis that the Transaction had been completed on 1 January 2011. This differs from the estimated loss as set out in the unaudited pro forma consolidated balance sheet of the Group as at 30 June 2012 which is calculated on the basis that the Transaction was completed on 30 June 2012.

The final amounts of the assets and liabilities of AVIC Vanke and thus the gain/loss from the Transaction at the future completion date may be different from those amounts as presented above.

7. TheproformaadjustmentrelatingtotheGroup’sshareofprofit of AVIC Vanke for the year ended 31 December 2011 as set out in Note 6 above is expected to have a continuing effect on the unaudited pro forma consolidated income statement of the Remaining Group.

8. Apart from the above, no other adjustment has been made to reflect any trading result or other transaction of the Group entered into subsequent to 1 January 2011. In particular, the Unaudited Pro Forma Financial Information has not taken into account: (i) the completion of the acquisition of certain companies and businesses other than the acquisition of AVIC Vanke by the Group pursuant to the three acquisition agreements dated 30 November 2010 as disclosed in the Group’s circular dated 31 December 2010 and as set out in the announcement of the Company dated 5 September 2012; and (ii) the acquisition of certain companies and businesses by the Group pursuant to the three acquisition agreements dated 16 November 2011 as disclosed in the Group’s circular dated 23 December 2011.

– III-12 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP

ACCOUNTANT’SREPORTONUNAUDITEDPROFORMAFINANCIALINFORMATION TOTHEDIRECTORSOFAVICINTERNATIONALHOLDINGSLIMITED (FORMERLYKNOWNASCATICSHENZHENHOLDINGSLIMITED)

We report on the unaudited pro forma financial information set out on pages III-1 to III-12 under the heading of “Unaudited Pro Forma Financial Information of the Remaining Group” (the “Unaudited Pro Forma Financial Information”) in Appendix III of the circular dated 25 February 2013 (the “Circular”) of AVIC International Holdings Limited (the “Company”), in connection with the proposed capital increase and the proposed deemed disposal of equity interest in AVIC International Vanke Company Limited (the “Transaction”) by the Company. The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company, for illustrative purposes only, to provide information about how the Transaction might have affected the relevant financial information of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”). The basis of preparation of the Unaudited Pro Forma Financial Information is set out on pages III-1 to III-12 of the Circular.

Respective Responsibilities of Directors of the Company and the Reporting Accountant

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

It is our responsibility to form an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Basis of Opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the HKICPA. Our work, which

– III-13 – APPENDIXIIIUNAUDITEDPROFORMAFINANCIALINFORMATIONOF THEREMAININGGROUP involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unaudited consolidated balance sheet of the Group as at 30 June 2012 and audited consolidated income statement and consolidated cash flow statement of the Group for the year ended 31 December 2011 as set out in the “Pro forma Financial Information” section of this circular with the unaudited consolidated financial information of the Company for the six months ended 30 June 2012 as set out in the 2012 interim report of the Company and the audited consolidated financial statements of the Company for the year ended 31 December 2011 as set out in the 2011 annual report of the Company respectively, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information with the directors of the Company.

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

The Unaudited Pro Forma Financial Information is for illustrative purposes only, based on the judgements and assumptions of the directors of the Company, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of:

– the financial position of the Group as at 30 June 2012 or any future date, or

– the results and cash flows of the Group for year ended 31 December 2011 or any future periods.

Opinion

In our opinion:

a) the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated;

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

c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

PricewaterhouseCoopers Certified Public Accountants Hong Kong, 25 February 2013

– III-14 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

MANAGEMENT DISCUSSION AND ANALYSIS 2012

BUSINESSREVIEW

The revenue and profit contributions of the Company in its consolidated results for the six months ended 30 June 2012 (the “Reporting Period”) were primarily derived from the following business sections and subsidiaries:

Percentage of equity Name of business section held by and subsidiaries the Company Principal activities

Electronics Technology Section Tianma Microelectronics 45.62% Manufacture and sales of liquid Co., Ltd. (“Tianma”) crystal displays (“LCD”) and modules Shennan Circuit Co., Ltd. 93% Manufacture and sales of (“Shennan Circuit”) printed circuit boards (“PCB”)

Watch Section Fiyta Holdings Limited 41.49% Manufacture and sales of (“Fiyta”) middle to high-end wrist watches

Resources Investment and Development Section Shenzhen CATIC Resources 100% Agriculture-related resources Co., Ltd. (“CATIC business Resources”)

Hotel Section Guangdong International 75% Hotel and property operations Building Industrial Co., Ltd. (“GIB Company”)

During the six months ended 30 June 2012, the Group recorded a consolidated revenue of approximately RMB5,055,907,000, representing an increase of approximately 10.17% over RMB4,589,083,000 for the same period last year. The gross profit was approximately RMB1,141,259,000, up by approximately 21.07% from RMB942,666,000 for the same period last year. The Group recorded consolidated loss attributable to shareholders (excluding minority interests) of approximately RMB36,205,000, representing a decrease of RMB54,237,000 from the consolidated profit attributable to shareholders (excluding minority interests) of RMB18,032,000 for the same period last year. The losses per share amounted to approximately RMB0.0538, as compared to earnings per share of RMB0.0268 for the same period last year.

– IV-1 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

SUMMARY OF PERFORMANCE

As global economy remains sluggish in 2012 and the economic growth of China slows down, financing and salary cost soars, economic development faces severe challenges. The Group has stressed on profit and efficiency and gone on promoting the leading strategy. Following its yearly strategic theme of “Improving the efficiency, optimizing the structure and strengthening the capability”, the Group has taken various measures to tackle with adverse external macro-environment. In the first half of the year, liquid crystal displays section has actively promoted technology research and development as well as product structure adjustment and expanded its share in the smart phone market; printed circuit board section has carried out technology marketing, increased its advantage in PCB product market and fostered fast development of the electronics assembly and packaging substrate business of PCB; watch section has involved in brand-building and chain development and the first Chinese female astronaut successfully travelled in space with the space watch “Shenzhou IX”; resources investment and development section has worked on technical innovation and production of potassium fertilizer, development of new sustained-release agents and promotion of new phosphate fertilizers trial production; while GIB Company in hotel section has gained steady growth in operation after upgrading the level of unit service and cost control. In general, the Group has maintained relatively stable pattern and momentum through initiative adjustment and effective counter-measures despite that it faces adverse external economic situation in the first half of 2012. However, as the Group has been influenced by the combination of falling external demand and rising rigid cost, a loss has been recorded for the consolidated profit attributable to shareholders for the period.

LCD Section

The Group engages in the Research and Development (R&D), design, production, sales and servicing of liquid crystal displays (LCD) and liquid crystal modules (LCM) products through its subsidiary, Tianma. In the first half of 2012, the Group’s turnover from LCD business was approximately RMB2,194,022,000, up by approximately 5.6% over RMB2,076,773,000 for the previous year. The profit after taxation was approximately RMB35,884,000, representing a decrease of approximately 47.2% over the profit after taxation of approximately RMB67,952,000 for the previous year.

In the first half of 2012, benefiting from the increase in the market of smart phones and tablet computers, the small-to-middle TFT-LCD industry increased slightly. As the production lines in the new generation have constantly shifted to the small-to-middle size products while new technologies have been put into bulk production which in turn fuel the market competition in a-Si TFT-LCD products, most of the firms of panel manufacturers has suffered loss after the price of small-to-middle display panel continued to fall. Facing difficult operating environment, Tianma made efforts on R&D of new technologies such as AMOLED, 3D and touch screen to accelerate bulk production of new technologies; adjusted application product structure, optimized production line formation for smart phones and niche market, carried out strategy for soliciting key account, and market share of smart phones recorded significant increase compared to the same period last year. Tianma optimized operation and management system, strengthen

– IV-2 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP competitiveness on delivery chain and operating cost, promoted the process in which raw materials are produced domestically upon quality guarantee, and maintained steady development.

During the reporting period, the business of Shanghai Tianma Microelectronics Co., Ltd. (“Shanghai Tianma”) has developed stably while consolidated acceptance rate has reached its highest level since its establishment. Chengdu Tianma Microelectronics Co., Ltd. has completed production capacity expansion and has gained certified qualification from Chengdu Science and Technology Bureau.

During the reporting period, Tianma has been entrusted with the management of Shenzhen CATIC Opto-electronics Limited, while Shanghai Tianma has been entrusted with the management of Shanghai CATIC Opto-electronics Limited and Xiamen Tianma Microelectronics Co., Ltd. The entrustment services have been carried out smoothly as planned.

PCB Section

The Group, through its subsidiary, Shennan Circuit, is engaged in the production and sales of middle to high-end multi-layer PCB products, which are mainly used in high technology fields such as telecommunication, medical services, automobile and industrial control. In the first half of the year, the turnover from the PCB business of the Group was approximately RMB1,026,311,000, representing an increase of approximately 2.9% over approximately RMB997,799,000 for the previous year. The profit after taxation amounted to approximately RMB68,877,000, representing a decrease of approximately 24.3% over approximately RMB90,962,000 for the previous year.

In the first half of 2012, as there has been an overall downturn in the electronics industry, and downstream demand for PCB was weak with tepid growth, PCB section is facing great pressure and challenges. Shennan Circuit has stressed on improvement of efficiency and profitability, carried out specific goal to “capture the opportunities, improve the efficiency and reduce the cost”, has captured market opportunities and strategic key accounts through the combination of marketing, R&D and operation. Aiming at improving customer satisfaction, Shennan Circuit has enhanced to promote combination of marketing and technology, expanded pre-design and post-service, and provided the clients with personal technical support and added-value. After its short decline in the first quarter, PCB orders for the second quarter returned to stable track. Cost has been lowered to some degree by management innovation such as supply chain management. The electronics assembly and packaging substrate business of PCB went smoothly with stage progress achieved in business model optimization for electronics assembly and remarkable effect gained in new products and market expansion for packaging substrate business. Output value grew more than four times on a year-on-year basis.

– IV-3 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

During the reporting period, Shennan Circuit has further improved its advantage in high-tech and patent quality. In the first half of the year, 38 additional patent applications were made and 17 of which were granted. There were 279 patent authorizations granted in aggregate, of which 81 were invention patent authorizations. The R&D for key items of new products has achieved new progress. “High-density packaging substrate” and “multi-function PCB”, for instance, have passed the identification and certification of scientific and technological achievements in Shenzhen; “multi-layer precise circuit boards with high-fidelity signals” has passed the national certification for key items of new products and gained national certificate for key items of new products in 2011; and “High-power wireless base stations PCB project” has gained the “progress award for science and technology” of Shenzhen in 2011.

Watch Section

The Group is engaged in the manufacture of middle and high-end watches and chain sales of such watches through its subsidiary, Fiyta, including R&D, design, manufacture and sales of watches under its owned brand name and chain sales network operation of prestigious watches. In the first half of the year, the turnover of the watch business of the Group amounted to approximately RMB1,406,742,000, representing a growth of approximately 18.21% when compared with RMB1,189,992,000 of the previous year. The profit after taxation amounted to approximately RMB40,848,000, representing a decrease of approximately 33.5% when compared with the previous year of RMB61,434,000.

In the first half of 2012, affected by the adverse condition of macro-economy, prestigious watches market has roughly followed the development trend of the second half of last year. As the customers lost their confidence, the growth of prestigious watches market has slowed down with remarkable geographical differences. Under such condition of falling external demands, Fiyta has focused on two operation themes of sales channels of Harmony and the branded products of Fiyta, taken responsive measures to enlarge its selling scale, and improved channel quality by strengthening revenue management of unit shops. The year-on-year profit for the period declined as overall gross profit of Harmony dropped and a number of new shops were still in the stage of cultivation.

During the reporting period, Fiyta under the Group has insisted on the brand strategy of regarding high value-added products as its main product, devoted itself in design and input. The first Chinese female astronaut successfully travelled in space with the space watch “Shenzhou IX”. Brand products such as “Shenzhou VII” extravehicular watch Z070 and Golden Buddha Watch won the golden award and a merit award of design in the 12th National Patent Prize and gained rewards from Shenzhen government; the photographer concept version won a merit award of design in the 13th National Patent Prize, and was on display in Hall 1 of Basel International Watch Fair in Switzerland, and hence its brand image continued to be consolidated and enhanced.

– IV-4 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

During the reporting period, Harmony, a prestigious watch centre in Shenzhen (“Harmony”) continued to implement the concept of “three-step marketing”, conducted innovation of experience service, strengthened the ability of end-sale, held various theme promotion activities, intensified cooperation with international watch group and independent watch brand, optimized inventory structure and upgraded operating scale.

During the reporting period, the building planning and design for the watch production base of Fiyta in Guangming District, Shenzhen has been finished. Transformation of Swiss plant and its ancillary facilities purchased by Montres Chouriet SA (“MC”) under Fiyta from Switzerland has been completed, while related structures and assembly lines have finished and put into use. The acquisition of 100% interest in Heng Da Rui Company by Harmony Company under Fiyta has been fully completed in February of this year.

Business of Resources Investment and Development

The Group is committed to develop agriculture-related resources businesses which are of rare nature and can be developed sustainably, through its subsidiary, CATIC Resources. In the first half of the year, the agriculture-related resources business of the Group recorded turnover of approximately RMB249,756,000, representing an increase of approximately 15.2% as compared with RMB216,796,000 in the previous year. The loss after taxation was approximately RMB43,169,000, as compared with the loss after taxation of RMB38,568,000 in the same period last year.

In the first half of 2012, due to the weak demand in global potassium fertilizer market, the high inventory level throughout the channels in the industry and slowdown in growth of potassium fertilizer production capacity, supply exceeded demand in domestic market and transaction price fell generally. Along with over-production in domestic phosphate fertilizer market and weak demand from downstream manufacturers of compound fertilizer, end users and export market, the transaction volume of domestic market declined, inventory pressure for the industry intensified and price of phosphate fertilizer fell generally.

During the reporting period, CATIC Resources strived to lift the competitiveness of its products through technological R&D and technical innovation. However, affected by negative impact from decrease of overall market demand and product price, the loss increased for the period accordingly.

During the reporting period, Qinghai CATIC Resources Company Limited (“Qinghai CATIC Resources”) proactively commenced the technological reform projects in potassium fertilizer, and improved production efficiency and product quality through technical upgrade. Affected by technological reform and seasonal factors, accumulated volume of 25,000 tonnes of potassium fertilizer were produced. AVIC Chemical Fertilizers Company Limited focused on the industrialized production of self-developed products, namely new sustained-release agents and new phosphate fertilizers, and expansion of sales channels, accumulated volume of 72,000 tonnes of fertilizers was sold in the first half of the year. Kunming CATIC Phosphorus Chemical Industry Co., Ltd. actively commenced

– IV-5 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP construction of production facilities and mining of phosphorous ore, and an accumulated volume of 103,000 tonnes of phosphorous ore have been explored in the first half of the year. Yunnan Hongfu Chemical Fertilizers Co., Ltd. completed the construction of production equipment of monoammonium phosphate and planned trial operation with input of raw materials, and preparation work before exploration of phosphorous ore progressed well.

Hotel Business

The Group is committed to hotel and property operations through its subsidiary, GIB Company. In the first half of the year, the turnover from the hotel business of the Group was approximately RMB78,094,000, representing an increase of 228% over the same period last year and as the new hotel was still in a preliminary stage of business development, the loss after taxation was approximately RMB34,912,000, as compared with the loss after taxation of RMB57,681,000 in the same period last year.

LIQUIDITYANDCAPITALRESOURCES

As at 30 June 2012, the Group had cash and cash equivalents totaling approximately RMB1,141,297,000. The Group’s bank loans included short-term loans totaling approximately RMB6,975,917,000 with annual interest rates ranging from 2.57% to 7.872% and long-term loans totaling approximately RMB3,917,471,000 with annual interest rates ranging from 2.54% to 7.05%. The Group has further strengthened and perfected the regulations in respect of the management of tradable financial assets, defining the procedures of decision-making, implementation and risk control.

LOAN-TO-EQUITY RATIO

As at 30 June 2012, the Group’s loan-to-equity ratio (bank loans to shareholders’ equity ratio) was 490.14% (30 June 2011: 429.32%).

PLEDGEDASSETS

As at 30 June 2012, certain subsidiaries of the Group had pledged bank loans totaling RMB1,980,373,300 (30 June 2011: RMB2,398,468,800). The loans were secured by plants and buildings of the Group. In particular, a factory premise and a dormitory building were pledged by Tianma, a subsidiary of the Company, to obtain an one-year bank loan of RMB48,000,000. Factory premises and land use rights were pledged by Shanghai Tianma for a long-term bank loan of RMB1,006,245,000. Buildings, investment properties and land use rights were pledged by GIB Company, a subsidiary of the Company for a long-term bank loan of RMB925,000,000. A self-owned flat was pledged by Fiyta for a long-term loan of HK$1,384,956 (equivalent to RMB1,128,324).

ENTRUSTEDDEPOSITSANDOVERDUETERMDEPOSIT

During the six months ended 30 June 2012, the Company did not have any entrusted deposit and overdue term deposit in any form.

– IV-6 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

MANAGEMENTCONTRACT

During the six months ended 30 June 2012, the Company did not enter into any contract nor had any existing contract in relation to the management or administration of its general business or any major business.

MANAGEMENT DISCUSSION AND ANALYSIS 2011

BUSINESSREVIEW

The consolidated revenue and profit contributions of the Company in its consolidated results for the year 2011 were primarily derived from the following subsidiaries:

Percentage of equity held by the Company as at 31 December Name of subsidiary 2011 Principal activities

Tianma Microelectronics 45.62% Manufacture and sales of liquid Co., Ltd. (“Tianma”) crystal displays (“LCD”) and modules

Shennan Circuit Co., Ltd. 93% Manufacture and sales of (“Shennan Circuit”) printed circuit boards (“PCB”)

Fiyta Holdings Limited 41.49% Manufacture of middle to (“Fiyta”) high-end wrist watches and chain store sales of luxury watches

Shenzhen CATIC Resources 100% Agriculture-related resources Co., Ltd. (“CATIC business Resources”)

Guangdong International 75% Hotel and property operations Building Industrial Co., Ltd. (“GIB Company”)

Summary of Performance

In 2011, the Group recorded a consolidated revenue from continuing operations of approximately RMB10,435,966,000, representing an increase of approximately 49.84% over the previous year of approximately RMB6,964,551,000. The overall gross profit was

– IV-7 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP approximately RMB2,042,635,000, representing an increase of approximately 35.69% over the previous year of approximately RMB1,505,409,000. The Group’s profit attributable to the shareholders (excluding minority shareholders’ interests) amounted to approximately RMB212,469,000, representing an increase of approximately 9.77% over the previous year of approximately RMB193,561,000.

In 2011, by closely adhering to the yearly strategic theme of “Supremacy”, “Efficiency” and “Synergy”, the Group capitalized on the development opportunities and continued to adopt rapid growth as its core strategy. The pace of innovation and breakthrough in its business model was accelerated, which resulted in the upgrade and transformation of the businesses. The performance of principal businesses had been remarkable. With the production capacities of Chengdu Tianma Microelectronics Co., Ltd (“Chengdu Tianma”) being released, which contributed to a significant enhancement in the overall performance of LCD business, there was a steady growth in the revenue and earnings for the year. Through innovation in management and enhancement of technological capabilities, rejuvenating the supply chain management, as well as improving quality management and control, the revenue of the principal operations for the PCB business reached new heights. Benefited from the steady growth in the overall consumption market, the result of the luxurious wrist watches business was improved significantly upon affirming the branding operations, actively developing the sales channels, and further improving the supply chain. As a result of the production and sales in potassium fertilizers, the rise in price and the sound operation of the chemical fertilizer segment, the resources business reaped gain and enjoyed a turnaround in performance with significant improvement in the revenue for the year. The renovation project of the hotel was completed and operation was duly commenced on 25 June 2011. As such, the revenue of the hotel business maintained its upward moving trend. However, the increase in finance costs and management fees from the renovation project brought negative impact to the earnings and loss was recorded.

The turnover and profit/(loss) of the Group for 2011 with comparative figures for 2010 are as follow:

TurnoverbySegment(RMB’000) 2011 2010

LCD 4,528,752 3,321,736 PCB 2,058,749 1,578,891 Manufactureandsalesofwatches 2,470,674 1,700,608 Resources 1,096,776 189,529 Cable TV Equipment 49,081 47,745 Investment Properties 135,139 126,042 Hotel 96,795 –

Total 10,435,966 6,964,551

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Profit(Loss)afterincomeTax(RMB’000) 2011 2010

LCD 252,244 150,028 PCB 140,516 148,710 Manufactureandsalesofwatches 139,159 53,538 Resources 10,321 (7,363) Cable TV Equipment 2,415 1,123 Investment Properties 44,069 88,467 Hotel (87,254) (42,197) Other items (15,093) (49,716)

Total 486,377 342,590

LCD

The Group engages in the Research and Development (R&D), design, production, sales and servicing of liquid crystal displays (LCD) and liquid crystal modules (LCM) products through its subsidiary, Tianma. In 2011, the Group’s turnover from LCD business was approximately RMB4,528,752,000, surged by approximately 36.34% over RMB3,321,736,000 for the previous year. The profit after taxation was approximately RMB252,244,000, representing an increase of approximately 68.13% over the profit after taxation of approximately RMB150,028,000 for the previous year.

Global economy was still sluggish in 2011. The impact brought by the debt crisis in Europe to the countries around continued to extend. The unemployment rate in Europe and the United States lingered at a relatively high level. The expenditure by consumers in electronics products was relatively low, and brought certain shock to the electronics products market. Most of the large-size panel manufacturers in the world suffered from the losses, whilst the small-to-middle size panel industry sustained its momentum in the growth under the trend of smartphones and tablet computers.

Faced with a complicated and variable situation in the market, Tianma further defined its corporate strategies and reformed its organization structure. Different job functions were integrated and the operation matrix model was implemented in its management. The strategy of major customers was executed and long-term cooperation relationship was built up with reputable telecommunication equipment providers within and outside China. The product mix was realigned proactively and significant improvement was achieved from acceleration in technology development. Upon the revamp of recognition by major customers within and outside China and the competitiveness in the domestic market, the capacity of the newly built production line was gradually released. The share of market by Tianma was further lifted, with revenue growing over the same period last year. However, as the level of salaries and wages in the market rose, Tianma’s operating profit was subject to adverse impact to a certain extent.

– IV-9 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

During the reporting period, Shanghai Tianma Microelectronics Co., Ltd. (“Shanghai Tianma”) completed the test at the assembly line of its OLED project with the automated processing in the streaming chip commenced. The first coloured-AMOLED sample was lighted up successfully on 20 February 2012. The sample of 12-inch AMOLED product was lighted up successfully in December 2011. The full year performance of Chengdu Tianma was satisfactory. The installation of equipment for expansion in production and the trial operation were completed as scheduled. Such expansion project significantly increased the monthly capacity of Chengdu Tianma.

During the reporting period, Tianma have been entrusted with the management of Shenzhen CATIC Opto-electronics Limited (“Shenzhen CATIC Optoelectronics”). Shanghai Tianma, after being entrusted with the management at Shanghai CATIC Opto-electronics Limited (“Shanghai CATIC Optoelectronics”), have been entrusted with the management of Xiamen Tianma. These tasks did not only enable Tianma to share its successful management experience to achieve operation synergy, but also bring Tianma a new business model and income source.

Gross Profit Margin

2011 2010 (RMB’000) (RMB’000)

Sales revenue 4,528,752 3,321,736 Cost of sales 4,001,637 2,863,603 Gross profit 527,115 458,133 Gross profit margin 12% 14%

Market Structure

Sales region 2011 2010

PRC 41.30% 44.06% Hong Kong 20.63% 24.63% Europe and America 9.00% 12.75% SoutheastAsiaandothers 29.07% 18.56%

Total 100.00% 100%

Product Structure

2011 2010

LCD 28.2% 20.3% LCM 71.8% 79.7%

Total 100% 100%

– IV-10 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

PCB

The Group, through its subsidiary, Shennan Circuit, engages in the production and sales of middle to high-end multi-layer PCB products, which are mainly used in high technology fields such as telecommunication, aeronautics and astronautics, medical services, automobile and industrial control. In 2011, the turnover from the PCB business of the Group was approximately RMB2,058,749,000, rose by approximately 30.39% over approximately RMB1,578,891,000 for the previous year. The profit after taxation amounted to approximately RMB140,516,000, representing a decrease of approximately 5.51% over approximately RMB148,710,000 for the previous year.

In 2011, different segments of the electronics supply chain in the world was hit by the curtailing of orders. Together with the unforeseen events frequently occurred during the year, such as the earthquake in Japan, the crisis in Syria and the flooding in Thailand, the global electronics and information technology industries lacked the driving force for growth. However, with the trend of smartphones and tablet computers still lasting since 2010, the PCB industry in the world recorded a growth of 7.4% to US$56.37 billion in 2011, according to the latest report of prismark, a research institute authoritative in the PCB industry. As the “hub” for the global PCB industry, China recorded a growth of 14.8% to US$22.93 billion, with the proportion to the global market increasing from 38% in 2010 to 40.7%.

Subject to the unfavourable factors such as the considerably complex industry environment, as well as ongoing surge in labour costs and raw materials price, Shennan Circuit actively pursued for innovation in management and enhancement of technological capabilities, rejuvenating the supply chain management, and improving quality management and control. As a result, the profitability of the PCB business continued to strengthen. The shock on profitability from systematic risks was thus mitigated. Shennan Circuit accelerated its pace in the development of the market through the committed cooperation by different departments ranging from marketing, research and development to operations. The principle of customer-orientation was adhered. Whilst expansion was achieved in the scope of the core markets, more endeavours were devoted to other markets and the technical marketing was reinforced with its application being enhanced, which provided cohesive technical support to the research and development as well as application of new products and new technologies for customers in a highly efficient manner in all respects with prompt response. The performance in quality and product delivery was improved to a material extent. In 2011, the sales income of Shennan Circuit made breakthrough and reached new heights. The development of a new businesses, packaging substrate business and electronics assembly business were still in their early phase of development, that brought certain adverse effect on the overall profitability.

– IV-11 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Gross Profit Margin

2011 2010 (RMB’000) (RMB’000)

Sales revenue 2,058,749 1,578,891 Cost of sales 1,650,520 1,206,970 Gross profit 408,229 371,921 Gross profit margin 20% 24%

Market Structure

Sales regions 2011 2010

PRC 76.81% 76% Europe and America 10.14% 14% SoutheastAsiaandothers 13.05% 10%

Total 100.00% 100%

Product Structure

2011 2010

TelecommunicationEquipment 63% 69% Consumer electronics 8% 2% Others 29% 29%

Total 100% 100%

Luxurious Wrist Watches

The Group engages in the brand operation of middle and high-end watches and chain sales of prestigious watches around the world through its subsidiary, Fiyta, including R&D, design, manufacture and sales of watches under its owned brand name and chain sales network operation of prestigious watches. In 2011, the turnover of the watch business of the Group amounted to approximately RMB2,470,674,000, representing a growth of approximately 45.28% when compared with RMB1,700,608,000 of the previous year. The profit after taxation amounted to approximately RMB139,159,000, representing an increase of approximately 159.93% when compared with the previous year of RMB53,538,000.

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During the year of 2011, the consumption of luxury goods in China continue to increase upon the rapid development of the economy in China. As at the end of December 2011, the annual consumption of luxury goods (excluding private jets, leisure boats and luxury limousines) in China amounted to US$12.6 billion in aggregate and accounted for 28% of share in the global market. China had become the luxury goods consumption country with the largest share in the world and luxury watches was one of the segments with the highest growth in luxury consumption for the year. Under such premises, through the building of the product brands with the “VIOLA TRICLOR” strategy and the world prestigious watch sales channel of Harmony, the watch business of the Group adopted positive measures and devoted to creation under these two main lines of operation. New projects were kicked off and under administration. With the reasonable control in costs, the supply chain was improved and the critical processes were rationalized. Sales and marketing activities of the brands was uplifted and a reputable branding image was rooted. With the expansion in market share, the recognition and reputation in the enterprise was enhanced and excellent results were achieved.

During the reporting period, Fiyta adhered to the “VIOLA TRICLOR” multi-brand strategy, i.e., the “FIYTA” brand, the high-end brand “Emile Chouriet” and the fashion brand series, continued to improve the “4P+C” brand building pattern, through which all brands recorded rapid growth. The “FIYTA” brand first participated in the Baselworld Watch and Jewellery Show in March 2011, and was first housed under the International Brands Gallery. The brand image was fully demonstrated and communicated on the international arena, where a brand from China showcasing together with the world’s first class watch brands. Marketing and promotion activities were conducted by fully leveraging on the effect of an image spokesman and the brand image was enhanced swiftly. The product categories were enriched upon the demand from consumers and complemented with the popular series such as the “Photographer” and “Elegance”. High-end products such as the enamel wristwatch under the Art Collection were launched into the market. The channels in the second and third tier cities were expanded rapidly. The establishment of outlets was proceeded steadily and the creation of an e-commerce platform was actively explored. Through augmenting customer experiences and facilitating communications, the satisfaction from consumers improved steadily. There was rapid growth in revenue and profit. The business of “Emile Chouriet”, the high-end wrist watch brand, grew rapidly. During the year, 56 new sales points were added to a total of 176. The channels for the fashion brands, namely JEEP, MINI, COSMOPOLITAN, were created with priority. Distributors for developing in the first tier cities were engaged and consignment counters were opened. As for the market in Southeast Asia, the deployment of channels was completed. In 2011, the number of sales points reached 274, including 127 sales points in 7 countries and regions overseas. At the same time, sales channels such as network and credit were also evolved.

During the reporting period, the chain sales operation of Harmony World Watch Center capitalized on the opportunities arising in the market and commenced professional sales with remarkable results under the stated strategic objective in the changing environment. Sales points in the channels were actively expanded. In 2011, 39 new sales outlets of Harmony, 23 fashion brands watch stores were opened and 21 Henglianda world watch stores were added. The total number of stores as of the end of the

– IV-13 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP year reached 251 (of which 174 under Harmony, 28 under fashion brands and 49 under Henglianda). As a result of consolidation in internal management, new services were launched successfully in accordance with the customers’ experience and the effect was ample. With respect to the enrichment in branding, expansion of channel, customer services, operation management and team building, the Company accomplished tremendous progresses through which the operation capacity was boosted significantly. Sales and profit grew steadily and market share continued to expand. The influence over the industry and the recognition by the consumers were elevated considerably. After obtaining the award of “Asia Top 500 Brands” last year, Harmony was also selected as the “Chinese brand value Champions” and it was the only watch retailer selected in China.

Gross Profit Margin

2011 2010 (RMB’000) (RMB’000)

Sales revenue 2,470,674 1,700,608 Cost of sales 1,633,312 1,203,259 Gross profit 837,362 497,349 Gross profit margin 34% 30% GrossprofitmarginofFiytatimepieces 77% 67% GrossprofitmarginofHarmonytimepices 26% 25%

Market Structure

Sales region 2011 2010

NortheasternChinaregion 9.47% 10.34% Northern China region 15.41% 14.31% NorthwesternChinaregion 27.02% 24.59% SouthwesternChinaregion 9.79% 11.34% Eastern China region 12.11% 12.01% Southern China region 26.20% 27.41%

Total 100% 100%

Resources

The Group has taken a proactive stance to develop its resources business with CATIC Resources as its business platform and mainly focused on agriculture-related resources businesses that can be dominant in the industry and gaining sustainable development. In 2011, the resources business of the Group recorded turnover of approximately RMB1,096,776,000, representing an increase of approximately 478.69% as compared with RMB189,529,000 in the previous year. The profit after taxation was approximately RMB10,321,000, with a turnaround in its results as compared with the previous year.

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As to the potassium fertilizer business, the costs of mining surged upon the complicated macro-economic situations and the further exploration of underground resources at Mahai Mining Area. Qinghai CATIC Resources Company Limited (“Qinghai Company”) used its best endeavours to reduce the consumption of production units so as to lower the production costs and enhance the profitability through innovation of relevant technologies and segmented management of the production progress. In particular with technology innovation, the secondary grinding overflow equipment together with submarine solution containment researched and developed by Qinghai Company on its own allowed the revamp of production technologies into a new era and made breakthrough. Through the integrated application of low grade ores and reform on the flotation process, recovery rate was improved. 135,000 tonnes of potassium fertilizer were produced during the year, an increase of 18.43% over the previous year. The average selling price rose by 36% over the previous year. The steady increase in both sales volume and pricing strongly facilitated the growth in revenue and profit of CATIC Resources for the year.

As to the phosphate fertilizers business, Kunming CATIC Phosphorus Chemical Industry Co., Ltd. (“Kunming Company”) completed the pre-operation overhaul for bulk mining. Issues such as adding equipment at mining sites, and applying for mining resources report were resolved. During the Reporting Period, Bailongtan commenced normal operation successfully and obtained a total of 30,000 phosphorous ore from mining contracts. Moreover, phosphorous tail ore of the year before previous year was disposed, thereby pushing the income from its principal operations significantly higher than the same period last year, and was the primary factor attributable to the growth in profit for the year by CATIC Resources. Yunnan Hongfu Chemical Fertilizers Co., Ltd. (“Yunnan Hongfu”) obtained the mining permit at Daaozi phosphorous mine during the year. The design and appraisal for items of its mining projects were completed and passed the review by experts at relevant authorities. The equipment of monoammonium phosphate under construction was ready for trial production, and thus the construction of sulfuric acid, phosphoric acid concentration and flotation equipment were commenced to support the operation of the whole project. The construction of various auxiliary facilities were basically completed. As Yunnan Hongfu was still in the phase of construction in 2011, production was not yet officially commenced.

As to the chemical fertilizers business, the chemical fertilizer department achieved independent corporate operation as a separate entity. A high quality research and development team was established during a relatively short term of time. Through the enhancement of technology composition in its products, tailor-made products were provided to customers in accordance with their needs. The competitiveness of the product in the market was effectively enhanced. After nearly one year of penetrating into the market, a group of core customers were developed through the bulk sales of chemical fertilizer products. During the Reporting Period, 31,000 tonnes of chemical fertilizers were sold which was one of the factors attributable to the significant increase in CATIC Resources. However, as the gross margin was relatively lower for the chemical fertilizer segment, the growth in profit was not material.

– IV-15 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Resources Segment

Gross Profit Margin

2011 2010 (RMB’000) (RMB’000)

Sales Revenue 1,096,776 189,529 Cost of Sales 928,571 125,164 Gross Profit 168,205 64,365 Gross Profit Margin 15% 34%

Market Structure

Sales Regions 2011 2010

Jiangsu region 1% 2% Hubei region 2% 1% Qinghai region 5% 3% Shandong region 26% 71% Sichuan region 1% 13% Guizhou region –– Yunnan region – 3% Beijing region 20% – Zhejiang region – 1% Shaanxi region – 4% Jilin region 5% 2% Beijing region –– Hebei region 1% – Henan region 1% – Heilongjiang region 17% – Liaoning region 1% – Shanghai region 20% –

Total 100% 100%

Product Structure

Product Structure 2011 2010

85# products 28% 100% Phosphate fertilizer 72% –

Total 100% 100%

– IV-16 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Hotel business

The Group is committed to hotel operations through its subsidiary, GIB Company. In 2011, the turnover from the hotel operations business of the Group was approximately RMB96,795,000, and the loss after taxation was approximately RMB87,254,000.

Since 2011, there was a slowdown in the growth of major developed and emerging economies in the world. However, the momentum on the growth of economy in China maintained its upward trend. The rapid development of economy in China and the increase in the living standard of its people promoted the development of tourism market within China. The hotel industry in China grew in a speedily manner under the efforts of participants both within and outside of China.

On 25 June 2011, Guangdong International Crowne Plaza under GIB Company duly commenced operation after two years of renovation and upgrade work. Crowne Plaza, a hospitality management company, was engaged by GIB Company and included Guangdong International Crowne Plaza into its worldwide booking system. The new hotel was featured as targeting business travel and conferencing. Sales and marketing activities as well as promotion services were actively introduced. Faced with a business environment with a number of hotels in the locality and competition becoming keen, the revenue of the hotel maintained its upward moving trend with performance indicators reaching or even overriding hotels in the locality of the same class. With the hotel commencing operation, the tenants at the office buildings were also provided with an admirable environment and auxiliary facilities. The leasing profile of the building as a whole upgraded hastily. The increase in finance costs and management fees from the renovation project of the hotel taken up by GIB Company brought negative impact to the earnings and loss was recorded during the reporting period.

FINANCIALREVIEW

Capital Structure

2011 2010 (RMB’000) (RMB’000) Restated

Total borrowings 9,065,995 8,021,658 Total liabilities 13,180,188 12,318,964 Non-controllinginterests 3,347,672 2,970,967 Shareholders’ equity 5,615,965 4,948,449 Total assets 18,796,153 17,267,413

Loan-to-equity ratio 161.43% 162.10% Debt-to-equity ratio 234.69% 248.95%

Loan-to-equity ratio = total loans at the year end over shareholders’ equity at the year end Debt-to-equity ratio = total liabilities at the year end over shareholders’ equity at the year end

– IV-17 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

LIQUIDITYANDCAPITALRESOURCES

As at 31 December 2011, the cash and cash equivalents of the Group amounted to approximately RMB1,040,078,000 (2010: approximately RMB1,728,245,000), mainly derived from the following sources:

• Cash and bank deposits at the beginning of the year; and

• Revenue from operations

As at 31 December 2011, the current borrowings of the Group amounted to approximately RMB4,926,004,000 (2010: approximately RMB2,350,486,000) with an annual interest rate of approximately 3.29% to 7.30% (2010: approximately 2.98% to 5.23%), and non-current borrowings totaling approximately RMB4,139,991,000 (2010: approximately RMB5,671,172,000) with an annual interest rate of approximately 5.41% (2010: 5.13%).

Capital expenditure of the Group in 2011 amounted to approximately RMB1,604,396,000, of which approximately RMB534,214,000 was applied to the purchase of production equipment for the TFT-LCD and LCD operations and the construction of staff dormitories; approximately RMB615,874,000 was applied to the purchase of production equipment for the PCB business; approximately RMB148,180,000 was applied to the purchase of production equipment for the watch operations and setting up new chain stores of Harmony and Fiyta; approximately RMB138,813,000 was applied to the hotel and lease operations; approximately RMB166,987,000 was applied to the acquisition of production equipment and mining rights for resources business and the construction works relating to office, living facilities and mining areas; and approximately RMB328,000 was applied to other projects.

The Group’s capital expenditure for 2012 is estimated to be approximately RMB2,038,040,000, of which approximately RMB190,000,000 will be used for the purchase of production equipment and the construction of staff dormitories for the LCD business; approximately RMB362,900,000 will be applied to the purchase of production equipment for Shanghai Tianma and Chengdu Tianma; approximately RMB421,000,000 will be applied to the purchase of production equipment and land used for production and the construction of new production plant for the PCB business; approximately RMB100,000,000 will be used for the renovation of guest rooms and facilities of GIB Company; approximately RMB650,140,000 will be used as the investment in construction of Qinghai Resources Silicon Metal Mine and Yunnan Hongfu Mine; approximately RMB269,000,000 will be used for purchase of production equipment and land used for production and also the construction of new production plants and sales network of Fiyta; approximately RMB45,000,000 million will be used in the acquisition of 4.65% equity interests in Shennan Circuit held by AVIC International Shenzhen Company Limited (“Shenzhen Company”). The proposed capital expenditure is expected to be financed by bank borrowings, bank deposits and the cash generated from the Group’s operations.

– IV-18 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

MANAGEMENT DISCUSSION AND ANALYSIS 2010

BUSINESSREVIEW

The consolidated revenue and profit contributions of the Company in its consolidated results for the year 2010 were primarily derived from the following subsidiaries:

Percentage of equity held by Name of subsidiary the Company Principal activities

Tianma Microelectronics 45.62% Manufacture and sales of liquid Co., Ltd. (“Tianma”) crystal displays (“LCD”) and modules

Shennan Circuit Co., Ltd. 88.35% Manufacture and sales of (“Shennan Circuit”) printed circuit boards (“PCB”)

Fiyta Holdings Limited 41.49% Manufacture of middle to (“Fiyta”) high-end wrist watches and chain sale of luxurious wrist watches

Shenzhen CATIC Resources 100% Agriculture-related resources Co., Ltd. (“CATIC business Resources”)

Guangdong International 75% Hotel and property operations Building Industrial Co., Ltd. (“GIB Company”)

Summary of Performance

During the year, the Group recorded a consolidated revenue from continuing operations of approximately RMB6,964,551,000, representing an increase of approximately 36.75% over the previous year of RMB5,092,883,000. The overall gross profit was approximately RMB1,505,409,000, representing an increase of approximately 81.11% over the previous year of RMB831,212,000. The Group’s profit attributable to the shareholders (excluding minority shareholders’ interests) amounted to approximately RMB193,561,000.

In the year 2010, facing the complex and volatile market, economic and policy environment and opportunities from industry recovery after the financial crisis, the Group implemented the strategic plan of “operational excellence, profit management, perfection of corporate governance, promotion of merger and acquisition, and

– IV-19 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP improvement of leadership”. The principal activities recorded a good performance, of which, the LCD business responded quickly to market demand, actively promoted the product mix adjustment and development of key clients, obtained substantial increase in annual operation revenue and earnings and turned losses into gains; “aggressive marketing” strategy adopted in PCB business achieved notable success; the packaging substrate and electronics assembly businesses were progressing smoothly and achieving sustained and rapid growth in profitability; the luxurious wrist watches business continued to grow rapidly, the “VIOLA TRICOLOR” multi-brand system had achieved initial success and the sales channel of luxurious watches was expanded quickly; in resource business, the production technical innovation of potassium fertilizers was completed on schedule and the project was pushed forward steadily; the modernization and renovation of Guangdong International Building were basically completed at the end of the year and it is expected that its trial operation will start in April 2011.

While developing business rapidly and promoting major projects steadily, the Group endeavored to improve the management level and business profitability continuously and achieved prominent achievements in corporate governance, management innovation, capital financing and other aspects. During the reporting period, the Group continued to promote operational excellence, actively implemented cost control and endeavored to increase the efficiency of assets. The Group optimized business operation management system, effectively improved the corporate governance; actively promoted capital market financing, completed the placing of Fiyta shares and promoted integrated LCD business reorganisation of Tianma. The Group also implemented ongoing leadership enhancement program, built a high-quality, passionate and aggressive talent team, and actively practiced social responsibilities.

The turnover and profit/(loss) of the Group for 2010 with comparative figures for 2009 are as follow:

Turnover (RMB’000) 2010 2009

LCD 3,321,736 2,181,111 PCB 1,578,891 1,167,939 Timepiecesmanufacturingandsales 1,700,608 1,153,803 Resources 189,529 433,682 Investment properties 126,042 115,929 Cable TV equipment 47,745 32,040 Hotel – 8,379

Total 6,964,551 5,092,883

– IV-20 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Profit/(loss)aftertaxation(RMB’000) 2010 2009

LCD 150,028 (290,779) PCB 148,710 101,761 Timepiecesmanufacturingandsales 53,538 43,772 Resources (7,363) (80,795) Investment properties 88,467 69,857 Cable TV equipment 1,123 (183) Hotel (42,197) (43,432) Others (49,716) (88,981)

Total 342,590 (288,780)

LCD

The Group is engaged in the research and development, design, production, sales and servicing of liquid crystal displays (LCD) and liquid crystal modules (LCM) products through its subsidiary, Tianma. In 2010, the Group’s turnover from LCD business surged by approximately 52.30% over the previous year corresponding figure of RMB2,181,111,000 to approximately RMB3,321,736,000. The profit after taxation was approximately RMB150,028,000, while the loss of the previous year was RMB290,779,000.

The global financial crisis in 2008 brought severe impact on TFT-LCD industry. Production lines of all generations could not be expanded to appropriate application areas. Thus, there was still an over-production in the supply of panel products. In 2010, with the global economic recovery, the market of TFT-LCD gradually recovered. Comparing with the continuous downslide of the price of large size panels, demand of small and middle size panels this year was relatively strong. The active demand of smart phones and tablet PCs was one of the major growth drivers.

Facing new market environment, Tianma reacted rapidly and achieved a good sales performance through accurate grasp of market opportunities, product mix adjustment and rational allocation of production capacity. Meanwhile, Tianma played a role of uniform deployment and reasonable arrangement in the marketing platform, supply chain platform, R&D platform, human resources platform and enterprise culture system, which enable the subsidiaries, associates and managed companies to reach economy of scale, achieve a full range of integrated management and achieve synergies that promote our business. During the reporting period, Tianma realized consolidated gross profit of 14%, with an increase of 11 percentage points as compared with previous year. This marked a success in achieving a turnaround in profitability.

Shanghai Tianma fully explored the market of overseas key customers, maintained close contacts with customers to fully meet customer demand, improved product quality and thereby achieved breakthrough results. During the reporting period, the Company achieved a turnover of RMB2,048,870,000, representing an increase of 56.68% over the previous year; a net profit of RMB162,550,000, representing an increase of 211.46% over the previous year. AM-OLED assembly line project has achieved a major breakthrough and progress. The performance indicators of the first LTPS LCD product have reached the

– IV-21 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP standards and passed validation test, and may enter the phase of mass production and application. Construction of plant and supporting facilities and introduction and installment of production equipment of the 4.5G TFT-LCD production line in Chengdu Tianma have been completed and the production line has formally entered the period of gradual output release; the 4.5G TFT-LCD production line and CF production line in associate Wuhan Tianma have started trial production; meanwhile, the construction of other supporting facilities, equipment commissioning, staff recruitment and other work are proceeding in an orderly way. Shanghai CATIC Opto-electronics Limited, entrusted to the management by Tianma, has resumed production and further established advantage of production capacity. Moreover, its market standing has also been significantly raised.

Gross Profit Margin

2010 2009 (RMB’000) (RMB’000)

Sales revenue 3,321,736 2,181,111 Cost of sales 2,863,603 2,109,394 Gross profit 458,133 71,717 Gross profit margin 14% 3%

Market Structure

Sales regions 2010 2009

PRC 44.06% 20.68% Hong Kong 24.63% 60.62% Europe and America 12.75% 11.52% SoutheastAsiaandothers 18.56% 7.18%

Total 100% 100%

Product Structure

2010 2009

LCD-CSTN 0.51% 0.87% LCD-MONO 19.81% 5.48% LCD sub-total 20.32% 6.35% CSTN modules 13.19% 18.64% TFT modules 53.57% 66.53% MONO modules 12.92% 8.48% Modules sub-total 79.68% 93.65%

Total 100% 100%

– IV-22 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

PCB

The Group, through the subsidiary, Shennan Circuit, engages in the production and sales of mid to high end multi-layer PCB products, which are widely used in high technology fields such as telecommunication, aerospace, medical services and industrial control. The turnover of the PCB business of the Group in 2010 rose by about 35.19% to approximately RMB1,578,891,000 when compared with the figure of the previous year of RMB1,167,939,000. The profit after taxation amounted to approximately RMB148,710,000 which represented an increase of approximately 46.14% when compared to that of the previous year of RMB101,761,000.

In 2010, the global semiconductor and electronics industries have experienced a significant booming upward cycle. Due to the effect of downstream terminal demand, the PCB industry showed a strong growth momentum. As economic recovery of European and American countries from the second half of the year was slower than expected and developing countries and emerging economies presented rational drop after rapid growth, the growth trend of PCB was slowed and the overall growth of semiconductor and electronics industries of the year was stable.

Facing market opportunities and challenges, Shennan Circuit proposed the strategy of “making further effort in developing target market and promoting market coverage”, grasped business opportunities arising and actively explored the market. The business of HDI board grew rapidly due to the domestic investment in 3G business and active demand of smart phones and tablet PCs. Order taking work of Shennan Circuit this year achieved a speedy breakthrough. In terms of internal operation management, the Company greatly increased production capacity through expanding the production capacity and improving the production efficiency, on the other hand, the Company took management and technical innovation, lean manufacture and other measures to enhance the production operation capacity of the Company and reduce the negative impact of constant rise of price of raw materials and labor costs on corporate profits. In addition, through a series of brand promotion activities, Shennan Circuit has further promoted its corporate image and brand influence at home and abroad.

In 2010, Shennan Circuit has made great breakthrough in electronics assembly business, which has currently formed capacity of 10 SMT production lines and possessed the complete process manufacturing capabilities of mobile phones and radio frequency amplifiers and other products. In terms of packaging substrate business, debugging of all connecting facilities has been completed so far, the production lines have already entered trial-production stage and the delivery rate of products in mass production and processing of important samples has been substantially increased and customer development has achieved initial success. We have started to provide lot-size products to a number of internationally renowned clients.

– IV-23 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Gross Profit Margin

2010 2009 (RMB’000) (RMB’000)

Sales revenue 1,578,891 1,167,939 Cost of sales 1,206,970 912,250 Gross profit 371,921 255,689 Gross profit margin 24% 22%

Market Structure

Sales regions 2010 2009

PRC 76% 84% Europe and America 14% 10% Southeast Asia and others 10% 6%

Total 100% 100%

Product Structure

Sales regions 2010 2009

Telecommunicationsequipment 69% 77% Consumerelectronicdevices 2% 2% Others 29% 21%

Total 100% 100%

Luxurious wrist watches

The Group engages in the manufacture of middle and high-end luxurious watches and chain sales of imported watches through its subsidiary, Fiyta, including R&D, design, manufacture and sales of watches under its owned brand name and chain sales network operation of prestigious watches. In 2010, the revenue of the watch business of the Group amounted to approximately RMB1,700,608,000, representing a growth of approximately 47.39% when compared with RMB1,153,803,000 of the previous year. The profit after taxation amounted to approximately RMB53,538,000, representing an increase of approximately 22.31% when compared with the previous year of RMB43,772,000.

– IV-24 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

In 2010, given strongly recovering economy and increasing consumption sentiment, China became the world’s second largest consumer of luxury goods and the most dynamic market, and was the world’s major growth area of luxury goods industry. Accordingly, the watch industry entered into a period of rapid growth. In this context, for watch business, the Group adhered to two master lines for business, namely, building the world prestigious watch sales channel of Harmony and “VIOLA TRICOLOR” multi-brand system, continuously optimized the integration of internal resources, endeavored to expand markets and improved the overall enterprise profitability and market competitiveness.

During the year, Fiyta’s owned-brand watch business adhered to the “VIOLA TRICOLOR” multi-brand strategy, i.e., the common development of Fiyta brand, high-end brand “Emile Chouriet” and fashion brands. Fiyta watches continue to strengthen investment and operational management of exclusive shops, promote the channel quality improvement, show to more middle and high end customers the excellent products and brand image of Fiyta, exploit overseas channels, strengthen product marketing and promotion, promote the brand image of Fiyta and accelerate product serialization and standardization through new arrivals, spokesperson advertising and regional promotion; during the reporting period, 56 new sales outlets were opened for high-end brand “Emile Chouriet” wristwatches (120 in total). Both the sales quantity and amount have achieved 100% growth over the previous year; and, fashion brands COSMO and JEEP mainly focus on channel laying and the initial channel laying in Southeast Asian markets has been completed, while 70 watch counters have also been established in the PRC. Moreover, network, credit cards and other sales channels have also been developed.

The Group’s Shenzhen Harmony World Watch Center (“Harmony”) was in sound operation while continuing to actively develop strategic channel partners and seize the opportunity to rapidly extend network. During the reporting period, a total of 57 new chain stores were opened. At the end of the reporting period, the sales network of Harmony watches had reached 187 outlets (38 of which were Harmony shops). Harmony also persistently enhanced the management of its chain stores and completed storefront renovation of 15 chain stores. Harmony brand was proactively promoted and had been widely recognized and listed as one of the Top 500 Brands in Asia. Communication and cooperation with international watch groups and independent watch brands was continuously fortified and reinforced. “Three-tier marketing” theory was actively fostered and deepened, whereas terminal implementation was strengthened. The improved customer satisfaction and loyalty ultimately boosted the steady growth of sales.

In 2010, Fiyta completed placing of A shares, successfully issued 31,230,480 new shares and raised funds of RMB499,999,985. Main purposes of the raised funds are network expansion and improvement of Harmony chain store operation and new product and brand marketing and promotion of Fiyta, which will effectively contribute to the development of the watch business and improve the core competitiveness and sustainable development capacity of Fiyta.

– IV-25 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Gross Profit Margin

2010 2009 (RMB’000) (RMB’000)

Sales revenue 1,700,608 1,153,803 Cost of sales 1,203,259 801,266 Gross profit 497,349 352,537 Gross profit margin 30% 31% GrossprofitmarginofFiytatimepieces 67% 65% GrossprofitmarginofHarmonytimepieces 25% 24%

Market Structure

Sales regions 2010 2009

Northeast region 10.34% 9% North China region 14.31% 13% Northwest region 24.59% 19% Southwest region 11.34% 3% East China region 12.01% 11% South China region 27.41% 45%

Total 100% 100%

Resources

The Group has taken a proactive stance to develop its resources business with CATIC Resources as its business platform and mainly focused on agriculture-related resources business. In 2010, the resources business of the Group recorded turnover of approximately RMB189,529,000, representing a decrease of approximately 56.29% as compared with RMB433,682,000 last year. The loss after taxation was approximately RMB7,363,000.

In terms of potassium fertilizer business, as prices of resources in international resource market remained a decline stage in 2009, price of potassium fertilizers in 2010 has been in a bottom level and presented slight recovery in the fourth quarter. Meanwhile, hindered by nationwide natural disasters, the market demand for potassium fertilizers continued to stay at low levels. In the fourth quarter, due to the stimulus of stock of agrochemicals during slack seasons (winter) and fertilizer preparation for spring plowing, the demand grew slightly; in addition, as a result of CATIC Resources’ technical reform and rationalization for workshops during the reporting period, the annual production volume of the potassium fertilizers was limited to 113,000 tons and the sales volume was 113,000 tons. Due to the influence of above mentioned factors, profits of potassium fertilizer business of the Group did not meet our expectation. By the end of year 2010, the Company has completed technological transformation project of the second workshop, construction of desliming plant, reconstruction project of inlet channel from the Iqe River

– IV-26 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP to the mine section and solution mining industrial test and thereby laid the foundation for solution mining of low-grade earth surface mine in the coming year.

In terms of phosphate fertilizer business, the Group has completed mining preparation of Kunming Heqi Phosphorus Chemical Industry Co., Ltd. (later renamed Kunming CATIC Phosphorus Chemical Industry Co., Ltd.), including changes of mining warrants, renewal and change of work safety license, sewage discharge permission application and process modification of the washing plant, construction of related supporting facilities for mining. In 2010, production has not started and it is expected to start normal production next year. Meanwhile, in order to increase resource reserves, allocate necessary back-end phosphorus chemical engineering equipment, integrate resources and realize synergetic effect of the area, CATIC Resources acquired Yunnan Hongfu Phosphoric Orefield in September of 2010.

During the reporting period, to further define and implement the development strategy of focusing on agricultural resources, CATIC Resources sold the equity interests in Guizhou Xiao Jia Wan and An Jia Zhai two coal mines in May 2010 and obtained a gain on disposal of approximately RMB72,030,000.

Gross Profit Margin

2010 2009 (RMB’000) (RMB’000)

Sales revenue 189,529 433,682 Cost of sales 125,164 319,683 Gross profit 64,365 113,999 Gross profit margin 34% 26%

Market Structure

Sales regions 2010 2009

Jiangsu region 2% 6% Hubei region 1% – Qinghai region 3% – Shandong region 71% 26% Sichuan region 13% 17% Guizhou region – 3% Yunnan region 3% 13% Beijing region – 12% Zhejiang region 1% 4% Shanxi region 4% 8% Jilin region 2% 11%

Total 100% 100%

– IV-27 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Product structure

Product structure 2010 2009

85# products 100% 84% 90# products – 12% phosphate fertilizer – 4%

Total 100% 100%

FINANCIALREVIEW

Capital Structure

2010 2009 (RMB’000) (RMB’000) Restated

Total borrowings 8,021,658 7,102,801 Total liabilities 12,318,964 9,802,017 Non-controllinginterests 2,970,967 2,125,824 Total equity 4,948,449 3,824,337 Total assets 17,267,413 13,626,354

Loan-to-equity ratio 162.10% 185.73% Debt-to-equity ratio 248.95% 256.31%

Loan-to-equity ratio = total loans at the year end over shareholders’ equity at the year end Debt-to-equity ratio = total liabilities at the year end over shareholders’ equity at the year end

As at 31 December 2010, the cash and cash equivalents of the Group amounted to approximately RMB1,728,245,000 (2009: RMB1,056,811,000), mainly derived from the following sources:

• Cash and bank deposits at the beginning of the year; and

• Revenue from operations.

– IV-28 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

As of 31 December 2010, the current borrowings of the Group amounted to approximately RMB2,350,486,000 (2009: RMB2,310,325,000) with an annual interest rate of 4.66% (2009: 4.22%), and non-current borrowings totaling approximately RMB5,671,172,000 (2009: RMB4,792,476,000) with weighted average interest rate of 4.95% on 31 December 2010 (31 December 2009: 4.88%).

Capital expenditure of the Group in 2010 amounted to approximately RMB2,353,874,000, of which approximately RMB1,263,398,000 was applied to the purchase of production equipments for the TFT-LCD and LCD operations and the construction of staff dormitories; approximately RMB299,886,000 was applied to the purchase of production equipments for the PCB operations; approximately RMB67,285,000 was applied to the purchase of production equipments for the watch operations and setting up new chain stores of Harmony; approximately RMB316,292,000 was applied to the hotel and lease operations; approximately RMB406,398,000 was applied to the acquisition of production equipments and mining rights for resources business and the construction works relating to office, living facilities and mining areas; and approximately RMB615,000 was applied to other projects.

The Group’s capital expenditure for 2011 is estimated to be approximately RMB3,501,100,000, of which approximately RMB803,000,000 will be used for the purchase of production equipment and the construction of staff dormitories for the LCD operations; approximately RMB482,600,000 will be applied to the purchase of production equipment for Wuhan Tianma and Chengdu Tianma; approximately RMB874,000,000 will be applied to the purchase of production equipment and land used for production and the construction of new production plant for the PCB operations; approximately RMB60,000,000 will be used for the renovation of guest rooms and facilities of GIB Company; approximately RMB748,500,000 will be used as the investment in construction of Qinghai Resources Silicon Metal Mine and Yunnan Hongfu Mine; approximately RMB533,000,000 will be used for purchase of production equipment and land used for production and also the construction of new production plants and sales network of Fiyta. The proposed capital expenditure is expected to be financed by bank borrowings, bank deposits and the cash generated from the Group’s operations.

– IV-29 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

MANAGEMENT DISCUSSION AND ANALYSIS 2009

BUSINESSREVIEW

The consolidated revenue and profit of the Company for 2009 were primarily derived from the following subsidiaries:

Percentage of equity held by Name of subsidiary the Company Principal activities

Shenzhen CATIC Resources 100% Agricultural resources business Co., Ltd. (“CATIC Resources”)

Shennan Circuit Co., Ltd. 95.00% Manufacture and sales of (“Shennan Circuit”) printed circuit boards (“PCB”)

Tianma Microelectronics 45.62% Manufacture and sales of liquid Co., Ltd. (“Tianma”) crystal displays (“LCD”) and modules

Shenzhen Fiyta Holdings 44.69% Manufacture of middle to Limited (“Fiyta”) high-end wrist watches and chain sale of luxurious timepieces

Guangdong International 75% Hotel and property operations Building Industrial Co., Ltd. (“GIB Company”)

During the year, the Group recorded a consolidated revenue of approximately RMB5,092,883,000 (2008: RMB4,077,074,000), representing an increase of approximately 24.92% over the previous year. The overall gross profit was approximately RMB831,212,000 (2008: RMB1,081,615,000), representing an decrease of approximately 23.15% over the previous year. The Group’s loss attributable to the shareholders (excluding minority shareholders’ interests) amounted to approximately RMB165,566,000.

In 2009, under the influence of the global financial crisis and economic turbulence, enterprises in the People’s Republic of China (“PRC”) faced the headwinds of a challenging operating environment. The electronic, resources, timepieces manufacturing and sales industries, which the Group is engaged in, were inevitably affected. Of which, the gross profit of the LCD business and resource businesses of the Group plummeted as compared to the corresponding period last year as a result of the shrink in market demand and the drop in prices. However, it is encouraging to note that notwithstanding the decrease in overseas market demand and fall in prices, the PCB business has managed to

– IV-30 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP buck against market decline and recorded growth in income and gross profit through continuously optimizing customers’ structure and perking up production capacity. Timepieces manufacturing and chain sale businesses remained on the track of steady growth and its brand value and market position has been substantially enhanced. The renovation works of Guangdong International Building has formally commenced in 2009 with a view to increasing the property’s value; but such project will have a negative effect on the overall profitability of the Group in the short term.

The Group has made encouraging progress during the year in terms of the implementation of major investment projects and internal management, etc. During 2009, the Group has endeavored to enhance the management level of various business segments, optimize its operation, implement its cost control strategies and perk up its assets return efficiency. Without interfering our corporate development, we have remarkably reduced our cost. Our business segments have also attached great importance to the restructuring of operation structures and procedures and have gradually established business management systems, which most suit their unique business characteristics. Besides, high priority was accorded to the continual development of senior staffs management capability, the building up of their competency and the retaining and nurturing of talents in order to meet the requirements arising from the rapid business expansion.

The turnover and profits/(losses) of the Group for the year 2009 together with the comparative figures of 2008 were as follows:

Turnover 2009 2008 (RMB’000)

Resources 433,682 550,419 LCD 2,181,111 1,374,254 PCB 1,167,939 944,413 Timepiecesmanufacturingandsales 1,153,803 968,768 Investment properties 115,929 107,804 Cable TV equipment 32,040 28,167 Hotel 8,379 103,249

Total 5,092,883 4,077,074

– IV-31 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Profit/(losses)aftertaxation 2009 2008 (RMB’000) Restated

Resources (80,795) 205,408 LCD (290,779) (69,777) PCB 101,761 85,272 Timepiecesmanufacturingandsales 43,772 33,824 Investment properties 69,857 4,734 Cable TV equipment (183) 528 Hotel (43,432) (75,066) Others (88,981) (226,588)

Total (288,780) (41,665)

Resources

The Group has taken a proactive stance to develop its resources business with CATIC Resources serving as its business platform and mainly focused on agriculture-related resources business, which we enjoy dominate position and sustainable development can be achieved. Under the impact of the financial crisis, the international resources market witnessed huge fluctuation in price in 2009 and domestic resources prices remained at low levels under the then prevailing economic hardship. Under such an environment, the performance of the resources business of the Group did not meet our expectation with profit recording a relatively huge drop. In 2009, the resources business of the Group recorded turnover of approximately RMB433,682,000, representing a decrease of approximately 21.21% as compared with RMB550,419,000 last year. Loss after taxation was approximately RMB80,795,000 (profit after taxation last year approximately RMB205,408,000).

With respect to the potassium fertilizer business, the annual volume of potassium chloride produced during the year was 207,000 tonnes and the aggregate volume of potassium chloride sold was 269,000 tonnes with inventory being completely absorbed. The domestic potassium fertilizer prices continued to linger at low levels in 2009 as market demand dropped. Prices of potassium chloride products ceased to decline in the fourth quarter after sliding down for the first three quarters. As the stimulus measures introduced by the Chinese government gradually deliver positive effects, the demand arising from spring plowing and the replenishment by distributors have started to increase, which provides a larger room for the rebound of the price of potassium fertilizer. In terms of cost, costs of sales for the year increased as the product delivery mode of potassium fertilizer products had switched from customer pick-up prices that prevailed in 2008 to a FOB national railway station pricing method (਷᚛ୋɓՑ१ᄆ). Therefore the Company has to bear extra transportation and miscellaneous expenses. Meanwhile, the combined effect of a substantial rise in the national resources tax from RMB50/ton to RMB150/ton and the high-cost potassium fertilizer inventory purchased in prior periods has raised our costs for the year and has therefore resulted in a loss for this year for our potassium fertilizer business. On the other hand, our phosphorous mining business of

– IV-32 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

CATIC Resources maintained a watchful stance because the business was still in its preliminary set-up stage while the prices of phosphorous fertilizer and yellow phosphorus were at a trough in 2009.

CATIC Resources has stepped up the construction of infrastructures and production facilities in the Mahaihu mines in order to guarantee its long term and sustainable development. In 2009, CATIC Resources has obtained the permission from the Development and Reform Commission of Qinghai Province for the 450,000-ton production capacity expansion project and completed its initial approval procedures such as the environmental impact assessment. Furthermore, CATIC Resources allocated a special fund for the expansion project and has commenced several key projects such as the low-grade ore and mud desliming project, the water drainage and solution mining project, the brine laminating project (ᄴᏀ௣˥ධͦ) and the technical upgrade project for workshop no. 2 and has thus paved that way for us to expand our production capacity, improve product quality, reduce mineral waste and enhance production technology in the future.

In addition, CATIC Resources gave great weight to the interchange and integration of corporate culture. It has also focused on grasping business opportunities arising from the market and achieving breakthrough in key technologies on the basis of its principal of self-innovation. Besides, the enormous resources put into the economic exploitation of resources, research and development of technologies of sustainable and integrated utilization of resources have also brought about huge progress in terms of technical innovation. QINGHAI CATIC Resources has been given the title of “Model Enterprise in ऎ޲ᅼᇍණ᜗)” by the provincial party committee and the provincialڡ) Qinghai Province government of Qinghai Province, and was awarded as a “Successful Enterprise in the Experimental Sustainable Economy in Qaidam Basin (ࣵ༺˝ృᐑ຾᏶༊᜕̻τΆุ)”.

Gross Profit Margin

2009 2008 (RMB’000) (RMB’000)

Sales revenue 433,682 550,419 Cost of sales 364,103 248,676 Gross profit 69,579 301,743 Gross profit margin 16.04% 54.82%

– IV-33 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Market Structure

Sales regions 2009 2008

Jiangsu region 6% 8% Hebei region – 84% Xinjiang region – 1% Shandong region 16% 6% Sichuan region 17% 1% Guizhou region 3% – Yunnan region 13% – Beijing region 12% – Zhejiang region 4% – Shanxi region 8% – Jilin region 11% –

Total 100% 100%

Product structure

Product structure 2009 2008

85# products 84% 93% 90# products 12% 7% Coal products 4% –

Total 100% 100%

85# product represents products with a potassium chloride content of 54% in the market. 90# product represents products with a potassium oxide content of 57% in the market.

LCD

The Group carries on the research and development, design, production, sales and service of LCD and Liquid Crystal Module (“LCM”) products through Tianma. The revenue of the LCD business of the Group for 2009 was approximately RMB2,181,111,000 (2008: RMB1,374,254,000), representing an increase of approximately 58.71% over the previous year. The loss after taxation for the year was approximately RMB290,779,000 (2008: approximately RMB69,777,000).

The overall market demand for and prices of LCD panels plummeted as the industry was affected in 2009 by the ripple effect of the financial crisis. In particular, export was impacted by a plunge in the number of orders from foreign customers, which mainly comprises European and US customers. Although the market condition showed signs of rebound in the second half of the year, the market is still characterized by instability as the overall demand has yet to resume while there was an over-production in the market.

– IV-34 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Notwithstanding such difficulties, Tianma adhered to its strategy of concentrating on “big accounts and differentiated and selected markets” and maintaining close contacts with large customers, while concentrating on the provision of tailor-made products and the marketing efforts in selected markets, market share has also been increased rapidly. As a result of all our efforts, Tianma has improved its account management in respect of the large customers and established its operation model and management system for the selected markets. However, due to the facts that the market demand and prices have fallen substantially thanked to the financial crisis, while the production capacity of the 4.5 generation tube size thin film transistor liquid-crystal display (“TFT-LCD”) production line project of our joint venture, Shanghai Tianma Microelectronic Company Limited (“Shanghai Tianma”), has not yet been fully utilized in the first half year, the gross profit margin of the Group’s LCD business dropped to 3.04%. Meanwhile, Tianma made provision for 48.23% of the trade receivable from Amoi Electronics Co., Ltd. in the fourth quarter (an accumulated provision for bad debt of 78.23% has been provided with respect to such trade receivable), the result of which was an unexpected operating results for the LCD business of the Group which was greatly different from what we have expected, and has produced a relatively large impact on our profit after tax.

Shanghai Tianma, a subsidiary of Tianma, put enormous effort in market expansion, reducing defect rate and the consistency of its products in order to fight against the adverse external environment. In 2009, it realized from principal business an income of RMB1,280,294,000, representing an increase of 1,283% from the prior year. As time is needed for us the step up our production capacity, our current sales volume cannot fully cover our relatively higher fixed costs. Therefore, the consolidated gross profit margin for the year was 2.9% and the accumulated net loss amounted to RMB146,176,000. The construction of 4.5 G TFT-LCD production line of Chengdu Tianma Microelectronics Company Limited (“Chengdu Tianma”, a subsidiary of Tianma) and the 4.5 G TFT-LCD and CF production lines of Wuhan Tianma Microelectronics Company Limited (“Wuhan Tianma”, a financial asset available for sales of Tianma and is held as to 10% by Tianma), which were invested by the Group in October and November 2008, respectively, were progressing smoothly, while the structure of the main plant of Chengdu Tianma has been completed in July and the installation of equipment therein has been finished. On the other hand, Wuhan Tianma has finished the tendering process for its equipment and has also completed the structure of the TFT and CF production lines.

During the year of 2009, Tianma obtained totally 48 patent application numbers and the “Tianma” trademark was named a “Renowned Brand of Guangdong Province” and Tianma was awarded the title of “Top 100 Shenzhen Enterprises 2009” by Shenzhen Enterprise Confederation and Shenzhen Economic Daily. Shanghai Tianma has completed the design of 45 models of panel and about 200 models of module products and has made a total of 135 technical invention patent applications, in which 3 were overseas applications, while 4 have been approved. Tianma and Shanghai Tianma were successively certified as a municipal-level “National Hi-tech Enterprise” and Shanghai Tianma also engaged in the LTPS technology commercialization project and the National Engineering Laboratory Project of the National Development and Reform Commission and technological projects of ministry committees such as the “863” Project Committee of the Ministry of Science and Technology of the PRC (਷࢕߅Ҧ௅).

– IV-35 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Gross Profit Margin

2009 2008 2007 (RMB’000) (RMB’000) (RMB’000)

Salesrevenue 2,181,111 1,374,254 1,721,220 Costofsales 2,114,698 1,215,184 1,448,550 Grossprofit 66,413 159,070 272,670 Grossprofitmargin 3.04% 11.57% 15.84%

Market Structure

Salesregions 2009 2008 2007

PRC 20.68% 29.19% 39% HongKong 60.62% 51.61% 35% EuropeandAmerica 11.52% 12.34% 14% SoutheastAsiaandothers 7.18% 6.86% 12%

Total 100% 100% 100%

Product

2009 2008 2007

LCD-CSTN 0.87% 2.95% 1.55% LCD-MONO 5.48% 10.74% 11.00% LCDsub-total 6.35% 13.69% 12.55% CSTNmodules 18.64% 43.47% 31.24% TFTmodules 66.53% 27.05% 39.74% MONOmodules 8.48% 15.79% 16.47% Modulessub-total 93.65% 86.31% 87.45%

Total 100.00% 100.00% 100.00%

PCB

The Group carries on the production and sales of mid and high end PCB products through Shennan Circuit, which is mainly engaged in the high technology field such as telecommunication, medical services, automobile and industrial control. The revenue of the PCB business of the Group for 2009 was approximately RMB1,167,939,000 (2008: RMB944,413,000), representing an increase of approximately 23.67% over the previous year. The profit after taxation for the year was approximately RMB101,761,000 (2008: RMB85,272,000), representing an increase of approximately 19.34% over the previous year.

– IV-36 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Due to the financial crisis, demand in the global PCB industry contracted significantly in 2009, while the production value of the industry dropped by approximately 14.2% from 2008, resulting in a substantial decrease in prices and severe market competition. Under such pressure, the sales gross profit margin of Shennan Circuit for the year dropped 2.23% to 21.64% from the corresponding period last year. In face of the adverse external environment, Shennan Circuit adopted a customer-oriented external strategy that endeavor to exploit large customers, expand its share in the key products procurement market and explore new customers. Internally, it has perpetually increased its production capacity, improved its product quality and striven to provide quick delivery. Although the demand from overseas market shrank and the weight of export in Shennan Circuit’s sales diminished in 2009, the proportion attributable to PCB for the telecommunication industry swelled due to the domestic investment in 3G business, and hence the revenue of Shennan Circuit for 2009 jumped by 23.67% against all odds. To tackle the financial crisis, Shennan Circuit actively launched various campaigns to reduce expenses and strengthen the management of the supply chain and quality as well as costs control, which helped it to secure a relatively high profit margin. Attributable to the combined effect of an increase in operating income and the reduction in costs and expenses, the profit after taxation of Shennan Circuit for 2009 bounded significantly.

In 2009, the production capacity of the Shennan Circuit’s plant in Longgang increased rapidly with production volume and production value both doubled as compared with 2008. It has also achieved satisfactory quality and delivery capability. Such developments have laid a sound foundation for us to sustain the blow from the financial crisis and achieve growth in time of adversity.

Through the thorough implementation of management and innovation projects, Shennan Circuit has further improved its product quality, advanced its expertise, enhanced the speed of delivery and promoted the research and development of new techniques and products. In terms of product mix, sales of high-end products with over 10 layers have increased by 24% and our product profile has been persistently shifting to the high end.

Shennan Circuit achieved a breakthrough in terms of patent applications by successfully filing 66 patents in 2009 and has a total of 84 approved patents as at the date hereof. Shennan Circuit was approved as a “National Hi-tech Enterprise”. It was listed as a “Top 100 Shenzhen Enterprises” for the third consecutive year and its ranking overtook 19 competitors within three years. It was included as one of the “Top 100 Efficient Shenzhen Industrial Enterprises” and was certified as a “Innovative Experimental Enterprise in Guangdong Province”. The innovative product of Shennan Circuit, namely the “Improved Customer Management System for Hi-tech Enterprises to Improve Their ၍˒܄ɢٙၚूنCompetitiveness in the International Market (৷߅ҦΆุ౤ʺ਷ყ̹ఙᘩ ଣ)”, was award the “First Prize in the Sixteenth National Awards for Innovative and Modern Corporate Management (ୋɤʬ֣਷࢕ॴΆุ၍ଣତ˾ʷ௴อϓ؈ɓഃᆤ)”. Last but not least, the successful pass of the NADCAP certification in the space and aviation industry marked the well established processing management capability of Shennan Circuit in processing core products in the space and aviation field.

– IV-37 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

Gross Profit Margin

2009 2008 2007 (RMB’000) (RMB’000) (RMB’000)

Salesrevenue 1,167,939 944,413 786,844 Costofsales 915,234 724,336 572,273 Grossprofit 252,705 219,551 214,571 Grossprofitmargin 21.64% 26.87% 23.3%

Market Structure

Salesregions 2009 2008 2007

PRC 84% 77% 79% EuropeandAmerica 10% 13% 17% SoutheastAsiaandothers 6% 10% 4%

Total 100% 100% 100%

Product Structure

2009 2008 2007

Telecommunicationsequipment 77% 65% 63% Consumerelectronicdevices 2% 3% 3% Others 21% 32% 34%

Total 100% 100% 100%

Luxurious Timepieces

The Group carries on the manufacture of middle and high-end luxurious timepieces and chain sales of imported timepieces through its subsidiary Fiyta, including research and development, design, manufacture and sales of timepieces under its owned brand name and chain sales network operation of prestigious timepiece brands. Impacted by the economic crisis in 2009, the international markets for most luxuries suffered significant contraction, except for the PRC market which exhibited stronger resistance to risk as compared with other overseas markets. In 2009, the revenue of the timepiece business of the Group was approximately RMB1,153,803,000, representing an increase of approximately 19.10% over RMB968,768,000 for the previous year. The profit after taxation for the year was approximately RMB43,722,000, an increase of approximately 29.26% from RMB33,824,000 for the previous year.

– IV-38 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

The timepieces business of Fiyta maintained a stable growth in 2009. Leverage on the theme of watches for space and aviation uses, Fiyta continued to upgrade the brand connotation and enrich the product series of its proprietary brand watches by introducing the “Photographer” series, the “The Heart of City” female series and the 60th National Anniversary Limited Edition of hollowed tourbillion gold watch in 2009, which were well received by the market. Through unremittingly promoting and enhancing the terminal brand image, the satisfaction of customers buying Fiyta watches has been consistently improving. With strengthened channel development, the number of points of sales of Fiyta timepiece reached 560 as of the end of 2009.

In 2009, Harmony World Watch Center overcame the blow of the economic crisis on consumers’ sentiment in the luxuries market and persistently enhanced the operating capacity of its chain stores. It has also stringently controlled operating costs, increased investment in setting up point of sales on the basis of reduced operating risks, expanded the network of chain premium watch stores steadily, optimized the network and thus achieved continuous growth in operation results, with the sales income of Harmony (including Henglianda) for 2009 rose approximately 19.62% over the corresponding period last year. In 2009, the number of newly open Harmony shops was 28 (consisted of 27 Harmony shops and 1 Henglianda shops) and the total number of our chain stores reached 130 (consisted of 101 Harmony and 29 Henglianda shops) as of the end of 2009.

By carrying out capital operation and investment business, Fiyta established a fashionable brand operation company – 68 Station Limited in Hong Kong and Shenzhen Xiangji Commercial & Trade Co., Ltd. and determined to acquire Switzerland based Montres Chouriet SAand the Emile Chouriet high-end wrist watch brand and constructed a VIOLA TRICOLOR brand development strategy.

In 2009, Fiyta was awarded 3 awards in the field of science and technology. SHENZHOU VII Space Watch was awarded the special award of progress of science and technology – the highest award in respect of progress of science and technology, while the A-Tic Technology was awarded the second prize of technical invention and the FZK-601 clock control system was awarded the honorable mention of technical innovation. At the prize awarding ceremony of China Innovation Design Awards (CIDF) held in Guangdong Province, all the three products submitted by Fiyta were awarded 2009 CIDF awards. Harmony was awarded various titles such as the “Asia Renowned and Quality Brand Award (ԭݲΤᎴۜ೐ᆤ)” and “60 Excellent Enterprises in the 60 Years of New China (อʕ ਷60ϋ60࢕ՙ൳Άุ)”. At the Sixth PRC HRM Annual Ceremony (ୋʬ֣ʕ਷ɛɢ༟๕၍ଣ ϋܓସՊ), Following the years of 2006, 2007 and 2008, Fiyta was the forth time awarded with the “Best Employer Enterprise in China (ʕ਷௰Գ྇˴Άุᆤ)”.

Gross Profit Margin

2009 2008 2007 (RMB’000) (RMB’000) (RMB’000)

Salesrevenue 1,153,803 968,768 761,321 Costofsales 803,770 655,600 523,714 Grossprofit 350,033 313,168 237,607 Grossprofitmargin 30.34% 32.32% 31.21%

– IV-39 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

2009 2008 2007

The gross profit margin of Fiytatimepieces 64.64% 60.46% 61.89% The gross profit margin of Harmonytimepieces 23.63% 26.68% 23.38%

Market Structure

Salesregions 2009 2008 2007

Northeastregion 9% 8% 9% NorthChinaregion 13% 15% 10% Northwestregion 19% 19% 24% Southwestregion 3% 11% 13% EastChinaregion 11% 10% 11% SouthChinaregion 45% 37% 33%

Total 100% 100% 100%

FINANCIALREVIEW

Capital Structure

2009 2008 2007 (RMB’000) (RMB’000) (RMB’000) Restated Restated

Totalborrowings 7,102,801 5,965,713 3,725,844 Totalliabilities 9,802,017 8,100,414 5,256,735 Minorityinterest 2,125,824 1,822,455 2,019,368 Shareholders’equity 3,824,337 3,695,238 4,124,524 Totalassets 13,626,354 11,795,652 9,381,259

Loan-to-equityratio 418.18% 318.55% 176.99% Debt-to-equityratio 577.09% 432.53% 249.71%

Loan-to-equity ratio = total loans at the year end over shareholders’ equity at the year end Debt-to-equity ratio = total liabilities at the year end over shareholders’ equity at the year end

– IV-40 – APPENDIXIVMANAGEMENTDISCUSSIONANDANALYSIS OFTHEREMAININGGROUP

As at 31st December 2009, the Group had cash and cash equivalents totaling approximately RMB1,056,811,000 (2008: RMB874,373,000), which was mainly derived from the following sources:

• Cash and bank deposits at the beginning of the year; and

• Revenue from operations.

As at 31st December 2009, the Group had current borrowings totaling approximately RMB2,310,325,000 (2008: RMB3,044,734,000), which carried weighted average annual interest rates of 5.41% (2008: 6.96%), and non-current borrowings totaling RMB4,792,476,000 (2008: RMB2,920,979,000) with weighted average annual interest rate of 6.24% (2008: 7.05%).

Capital expenditure of the Group in 2009 amounted to approximately RMB1,227,342,000, of which approximately RMB901,609,000 was applied for the purchase of production equipment for the TFT-LCD and LCD operations; approximately RMB125,890,000 was applied for the purchase of production equipment for the PCB operations; approximately RMB54,893,000 was applied for the purchase of production equipment for the timepieces operations and the set up of new chain stores of Harmony; approximately RMB58,880,000 was applied for the hotel and lease operations; approximately RMB84,964,000 was applied for the acquisition of production equipment and mining rights for resources business and the construction works relating to office and living facilities and mining areas and approximately RMB1,106,000 was applied for other projects.

The Group’s capital commitment for 2010 is estimated to be approximately RMB1,010,579,000, of which approximately RMB580,268,000 will be used for the purchase of production equipment for the LCD operations; approximately RMB128,000,000 will be applied as the capital investment in Wuhan Tianma; approximately RMB180,000,000 will be applied as the capital investment in Chengdu Tianma; approximately RMB13,247,000 will be used for the purchase of production equipment and land used for production and the construction of new production plant for the PCB operations; approximately RMB29,139,000 will be used for the renovation of parking lots and guest room of GIB Company; approximately RMB38,225,000 will be used for the purchase of mining and production equipment for the resources business and approximately RMB41,700,000 will be used as the investment in Xiaojiawan coal mine. The proposed capital expenditure is expected to be financed by bank borrowings, bank deposits and the cash generated from the Group’s operations.

– IV-41 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

The following is the text of a letter, summary of values and valuation certificate prepared for the purpose of incorporation in this circular received from LCH (Asia-Pacific) Surveyors Limited, an independent professional surveyor, in connection with its valuation as at 31 December 2012 of the property interests held by AVIC Vanke and its subsidiaries.

The readers are reminded that the report which follows has been prepared in accordance with the guidelines set by the International Valuation Standard 2011 (the “IVS”) published by the International Valuation Standards Council as well as the HKIS Valuation Standards on Properties, First Edition, 2005 (the “HKIS Standards”) published by the Hong Kong Institute of Surveyors (the “HKIS”). Both standards entitle the valuer to make assumptions which may on further investigation, for instance by the readers’ legal representative, prove to be inaccurate. Any exception is clearly stated below. Headings are inserted for convenient reference only and have no effect in limiting or extending the language of the paragraphs to which they refer. Translations of terms in English or in Chinese are for reader’s identification purpose only and have no legal status or implication in this report. This report was prepared and signed off in English format, translation of this report in language other than English shall only be used as a reference and should not be regarded as a substitution to this report. Piecemeal reference to this report is considered to be inappropriate and no responsibility is assumed from our part for such piecemeal reference. It is emphasised that the findings and conclusion presented below are based on the documents and facts known to the valuer at the date of this report. If additional documents and facts are made available, the valuer reserves the right to amend this report and its conclusions.

17th Floor Champion Building Nos. 287–291 Des Voeux Road Central Hong Kong

25 February 2013

The Board of Directors AVIC International Holdings Limited Level 25 Hangdu Building CATIC Zone Shennan Road Central Futian District Shenzhen The People’s Republic of China

Dear Sirs,

In accordance with the instructions given by the management of AVIC International Holdings Limited (hereinafter referred to as the “Company”) to us to value certain properties i.e. real properties in which AVIC International Vanke Company Limited (“Vanke”) and its subsidiaries (collectively, hereinafter together with Vanke referred to as the “Vanke Group”) have interests in the People’s Republic of China (hereinafter referred to as the “PRC” or “China”) and to report the existing status of certain property interests rented by the Vanke Group in the PRC, we confirm that we have conducted inspections,

– V-1 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE made relevant enquiries and obtained such further information as we consider necessary to support our findings and our conclusion of values of the property interests as at 31 December 2012 (hereinafter referred to as the “Date of Valuation”) for the Company’s internal management reference purpose.

We understand that the use of our work product (regardless of form of presentation) will form part of the Company’s due diligence but we have not been engaged to make specific sales or purchase recommendations, or to give opinion for secured lending arrangement. We further understand that the use of our work product will not supplant other due diligence which the management of the Company should conduct in reaching its business decision regarding the subject properties. Our work is designed solely to provide information that will give a reference to the management of the Company as part of its due diligence, and our work should not be the only factor to be referenced by the Company. Our findings and conclusion of value of the properties are documented in a valuation report and submitted to the Company at today’s date.

At the request of the management of the Company, we prepared this summary report (including this letter, summary of values and valuation certificate) to summarise our findings and conclusion as documented in the valuation report for the purpose of inclusion in this circular at today’s date for the Company’s shareholders’ reference. Terms herein used without definition shall have the same meanings as in the valuation report, and the assumptions and caveats adopted in the valuation report also applied to this summary report.

VALUATION OF CERTAIN PROPERTY INTERESTS WITH LONG-TERM TITLE CERTIFICATES

Basis of Valuation and Assumptions

According to the IVS, which the HKIS Standards also follows, there are two valuation bases in valuing property, namely market value basis and valuation bases other than market value. In this engagement, we have provided our conclusion of values of the properties in Groups I to III on market value basis.

The term “Market Value” is defined by the HKIS Standards as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

Unless otherwise stated, our valuations of the property interests have been made on the assumptions that, as at the Date of Valuation,

1. the legally interested party in each of the properties has absolute title to its relevant property interest;

2. the legally interested party in each of the properties has free and uninterrupted rights to assign its relevant property interest for the whole of the unexpired terms as granted, and any premiums payable have already been fully paid;

3. the legally interested party in each of the properties sells its relevant property interest in the market in its existing states without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any other similar arrangement which could serve to increase the value of the property interest;

– V-2 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

4. the properties have obtained relevant government’s approvals for the sale of the properties (a part of or the whole of) and are able to dispose of and transfer free of all encumbrances (including but not limited to the cost of transaction) in the market; and

5. the properties can be freely disposed of and transferred free of all encumbrances as at the Date of Valuation for their existing uses in the market to both local and overseas purchasers without payment of any premium to the government.

Should this not be the case, it will have adverse impact to the values as reported.

Approach to Value

There are three generally accepted approaches in arriving at the market value of a property on an absolute title basis, namely the Sales Comparison Approach (or known as the Market Approach), the Cost Approach and the Income Approach.

Unless otherwise stated, in valuing properties in Groups I and III, we have adopted the Sales Comparison Approach on the assumption that the properties were sold with the benefit of vacant possession as at the Date of Valuation. This approach considers the sales, listings or offering of similar or substitute properties and related market data and establishes a value of a property that a reasonable investor would have to pay for a similar property of comparable utility and with an absolute title.

In valuing the properties in Group II which are currently under construction, we have assumed that it will be developed and completed in accordance with the Vanke Group’s latest development proposals provided to us. In arriving at our opinion of values, we have valued the land by the Sales Comparison Approach by making reference to comparable sales transactions in the locality and have taken into account the incurred development costs and the costs that will be incurred to complete the development.

Unless otherwise stated, we have not carried out any valuation on redevelopment basis to these properties and the study of possible alternative development options and the related economics do not come within the scope of our work for such properties.

REPORTING OF CERTAIN RENTED PROPERTY INTERESTS

Properties in Group IV are subject to various leasehold arrangements, and we have assigned no commercial values to such property interests due mainly to the short-term nature of the tenancy agreements or prohibition against assignment or sub-letting or lack of substantial profit rents.

MATTERS THAT MIGHT AFFECT THE VALUES REPORTED

For the sake of valuation, we have adopted the areas as shown in the copies of the document as provided and no further verification work has been conducted. Should it be established subsequently that the adopted areas were not the latest approved, we reserve the rights to revise our report and the valuations accordingly.

No allowance has been made in our valuations for any charges, mortgages outstanding premium or amounts owing on the properties valued nor any expenses or taxation which may be incurred in effecting a sale for each of the properties in Groups I, II

– V-3 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE and III. Unless otherwise stated, it is assumed that the properties are free from all encumbrances, restrictions, and outgoings of an onerous nature which could affect their values.

In our valuations, we have assumed that each of the properties in Groups I, II and III is able to sell and purchase in the market without any legal impediment (especially from the regulators). Should this not be the case, it will affect the reported values significantly. The readers are reminded to have their own legal due diligence work on such issues. No responsibility or liability is assumed.

As at the Latest Practicable Date of this circular, we are unable to identify any adverse news against the properties which may affect the reported values in our work product. Thus, we are not in the position to report and comment on its impact (if any) to the properties. However, should it be established subsequently that such news did exist at the Date of Valuation, we reserve the right to adjust the values reported herein.

ESTABLISHMENT OF TITLES

Based on the purpose of this engagement and the market value basis of valuation, the management of the Company was requested to provide us the necessary copies of documents to support the Vanke Group’s title to the properties, and that the Vanke Group has free and uninterrupted rights to transfer, to mortgage, to let or to use its relevant property interests for the whole of the unexpired terms as granted free of all encumbrances and any premiums payable have already been paid in full or outstanding procedures have been completed (if any). However, our procedures to value, as agreed with the management of the Company, did not require us to conduct legal due diligence on the legality and formality on the way that the legally interested party obtained the properties from the relevant authorities. We agreed with the management of the Company that this should be the responsibility of the legal advisor to the management of the Company. Thus, no responsibility or liability is assumed from our part to the origin and continuity of the titles to the properties.

The land registration system of China forbids us to search the original documents of the properties that are filed in the relevant authorities, and to verify legal titles or to verify any material encumbrances or amendment which may not appear on the copies handed to us. We need to state that we are not legal professionals and are not qualified to ascertain the titles and to report any encumbrances that may be registered against the properties. However, we have complied with the requirements as stated in Practice Note No. 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and relied solely on the various copies of document and the PRC legal opinions provided by the management of the Company with regard to the legal titles of the properties. We are given to understand that the PRC legal opinions was prepared by a qualified PRC legal Jia Yuan Law Offices on 22 February 2013. No responsibility or הࢪԫਕܛadviser ྗ๕ liability from our part is assumed in relation to those legal opinions.

In our report, we have assumed that the Vanke Group has obtained all the approval and/or endorsement from the relevant authorities to own or to use the subject properties, and that there would be no legal impediment (especially from the regulators) for the Vanke Group to dispose the properties in Groups I to III. Should this not be the case, it will affect our findings and conclusion of values in this report significantly. The readers are reminded to have their own legal due diligence work on such issues. No responsibility or liability is assumed.

– V-4 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

INSPECTIONSANDINVESTIGATIONSOFTHEPROPERTIESINACCORDANCE WITH VALUATION STANDARD 4 OF THE HKIS STANDARDS

We have conducted inspections to the exterior, and where possible, the interior of the properties in respect of which we have been provided with such information as we have requested for the purpose of this engagement. The inspections were conducted by our graduate surveyors, namely Mr. Terry Fung, Mr. Eugene Lai, Mr. Leslie Wong, Mr. Sam Ngai and Mr. Ivan Mark, and our Professional Surveyor – Ms Elsa Ng in mid 2011 and in February 2013. We have not inspected those parts of the properties which were covered, unexposed or inaccessible and such parts have been assumed to be in a reasonable condition. We cannot express an opinion about or advise upon the condition of the properties and our work product should not be taken as making any implied representation or statement about the condition of the properties. No structural survey, investigation or examination has been made, but in the course of our inspections, we did not note any serious defects in the properties inspected. We are not, however, able to report that the properties are free from rot, infestation or any other structural defects. No tests were carried out to the utilities (if any) and we are unable to identify those utilities covered, unexposed or inaccessible.

Our valuations have been made on the assumption that no unauthorised alteration, extension or addition has been made in the properties, and that the inspections and the use of this report do not purport to be a building survey of the properties. We have also assumed that the properties are free of rot and inherent danger or unsuitable materials and techniques.

We have not carried out on-site measurements to verify the correctness of the areas of the properties, but have assumed that the areas shown on the documents and official layout plans handed to us are correct. All dimensions, measurements and areas are approximations.

Our engagement and the agreed procedures to value the properties did not include an independent land survey to verify the legal boundaries of the properties. We need to state that we are not in the land survey profession, therefore, we are not in the position to verify or ascertain the correctness of the legal boundaries of the properties that appeared on the documents hander to us. No responsibility from our part is assumed. The management of the Company or interested party in the properties should conduct their own legal boundaries due diligence work.

We have not arranged for any investigation to be carried out to determine whether or not any deleterious or hazardous material has been used in the construction of the properties, or has since been incorporated, and we are therefore unable to report that the properties are free from risk in this respect. For the purpose of these valuations, we have assumed that such investigation would not disclose the presence of any such material to any significant extent.

We are not aware of the content of any environmental audit or other environmental investigation or soil survey which may have been carried out on the properties and which may draw attention to any contamination or the possibility of any such contamination. In undertaking our work, we have been instructed to assume that no contaminative or potentially contaminative uses have ever been carried out in the properties. We have not carried out any investigation into past or present uses, either of the properties or of any neighbouring land, to establish whether there is any contamination or potential for contamination to the properties from these uses or sites, and have therefore assumed that

– V-5 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE none exists. However, should it be established subsequently that contamination, seepage or pollution exists at the properties or on any neighbouring land, or that the premises have been or are being put to a contaminative use, this might reduce the values now reported.

SOURCESOFINFORMATIONANDITSVERIFICATIONINACCORDANCEWITH VALUATION STANDARD 5 OF THE HKIS STANDARDS

In the course of our work, we have been provided with copies of documents regarding the properties, and these copies have been referenced without further verifying with the relevant bodies and/or authorities. Our procedures to value did not require us to conduct any searches or inspect the original documents to verify the ownership or to verify any amendment which may not appear on the copies handed to us. We need to state that we are not legal professionals, therefore, we are not in the position to advise and comment on the legality and effectiveness of the documents provided by the management of the Company.

We have relied solely on the information provided by the management of the Company and the Vanke Group or its appointed personnel without further verification, and have fully accepted advice given to us on such matters as planning approvals or statutory notices, locations, titles, easements, tenure, occupation, development schedules, lettings, costs, rentals, site and floor areas, and all other relevant matters.

The scope of valuations has been determined by reference to the property list provided by the management of the Company. All properties on the list have been included in our report. The management of the Company and the Vanke Group have confirmed to us that the Vanke Group has no property interests other than those specified on the list supplied to us and included in this report.

Our valuations have been made only based on the advice and information made available to us. While a limited scope of general inquiries had been made to the local property market practitioners, we are not in a position to verify and ascertain the correctness of the advice given by the relevant appointed personnel of the Company and the Vanke Group. No responsibility and liability is assumed.

Information furnished by others, upon which all or portions of our report are based, is believed to be reliable but has not been verified in all cases. Our procedures to value or work do not constitute an audit, review, or compilation of the information provided. Thus, no warranty is made nor liability assumed for the accuracy of any data, advice, opinions, or estimates identified as being furnished by others which have been used in formulating our report.

When we adopted the work products from other professions, external data providers and the management of the Company in our work, the assumptions and caveats adopted by them in arriving at their figures also applied to this report. The procedures we have taken do not provide all the evidence that would be required in an audit and, as we have not performed an audit, accordingly, we do not express an audit opinion.

We are unable to accept any responsibility for the information that has not been supplied to us by the management of the Company and the Vanke Group or its appointed personnel. Also, we have sought and received confirmation from the management of the Company and the Vanke Group or its appointed personnel that no materials factors have been omitted from the information supplied. Our analysis and valuation are based upon full disclosure between us and the Company and the Vanke Group of material and latent facts that may affect our works.

– V-6 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

We have had no reason to doubt the truth and accuracy of the information provided to us by the management of the Company and the Vanke Group or its appointed personnel. We consider that we have been provided with sufficient information to reach an informed view, and have had no reason to suspect that any material information has been withheld.

Unless otherwise stated, all monetary amounts are in Renminbi Yuan (“RMB”).

LIMITING CONDITIONS IN THIS SUMMARY REPORT

Our findings and conclusion of values of the properties in this summary report are valid only for the stated purpose and only for the Date of Valuation, and for the sole use of the instructing party. We or our personnel shall not be required to give testimony or attendance in court or to any government agency by reason of this summary report, and the valuers accept no responsibility whatsoever to any other person.

No responsibility is taken for changes in market conditions and local government policy and no obligation is assumed to revise this summary report to reflect events or conditions, which occur or make known to us subsequent to the date hereof.

Neither the whole nor any part of this summary report or any reference made hereto may be included in any published documents, circular or statement, or published in any way, without our written approval of the form and context in which it may appear. Nonetheless, we consent to the publication of this summary report in this circular for the Company’s shareholders’ reference.

Our maximum liability relating to services rendered under this engagement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to us for the portion of its services or work products giving rise to liability. In no event shall we be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.), even if it has been advised of their possible existence.

It is agreed that the instructing party and the Company are required to indemnify and hold us and our personnel harmless from any claims, liabilities, costs and expenses (including, without limitation, attorney’s fees and the time of our personnel involved) brought against, paid or incurred by us at a time and in any way based on the information made available in connection with our report except to the extent that any such loses, expenses, damages or liabilities are ultimately determined to be the result of gross negligence of our engagement team in conducting its work. This provision shall survive even after the termination of this engagement for any reason.

STATEMENTS

This summary report is prepared in line with the requirements contained in Chapter 5 and Practice Note No. 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as well as the guidelines contained in the IVS and the HKIS Standards. The valuations have been undertaken by valuer (see End Notes), acting as external valuer, qualified for the purpose of this valuation.

– V-7 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

We retain a copy of this summary report and the detailed report together with the data from which it was prepared, and these data and documents will, according to the Laws of Hong Kong, keep for a period of 6 years from the date of this report and to be destroyed thereafter. We considered these records confidential, and we do not permit access to them by anyone, with the exception for law enforcement authorities or court order, without the instructing party’s authorisation and prior arrangement made with us. Moreover, we will add the Company’s information into our client list for our future reference.

The analysis or valuations of the properties depend solely on the assumptions made in our report and not all of which can be easily quantified or ascertained exactly. Should some or all of the assumptions prove to be inaccurate at a later date, it will affect the reported values significantly.

We hereby certify that the fee for this service is not contingent upon our conclusion of value and we have no significant interest in the properties, the Company, the Vanke Group or the values reported.

Our valuations are summarised below and the valuation certificate is attached.

Yours faithfully, For and on behalf of LCH (Asia-Pacific) Surveyors Limited

Joseph Ho Chin Choi Elsa Ng Hung Mui BSc PgD MSc RPS (GP) (PFM) BSc MSc RPS(GP) Managing Director Director

Contributing valuers: Sam Ngai Yat Lun BSc Ivan Mak Kin Hong BSc

Notes:

1. Mr. Joseph Ho Chin Choi has been conducting asset valuations and/or advisory work in Hong Kong, Macau, Taiwan, mainland China, the Philippines, Vietnam, Malaysia, Singapore, Thailand, Bangladesh, Japan, Australia, Kazakhstan, Madagascar, Scotland, Finland, Germany, Poland, Brazil, Argentina, Guyana, Canada and the United States of America for various purposes since 1988. He is a Fellow of The HKIS and a valuer on the List of Property Valuers for Undertaking Valuation for Incorporation or Reference in Listing Particulars and Circulars and Valuation in Connection with Takeovers and Mergers published by The HKIS.

2. Ms Elsa Ng Hung Mui has been conducting valuation of real estate properties in Hong Kong since 1994 and has more than 13 years of experience in valuing properties in mainland China. She is a Member of The HKIS and a valuer on the List of Property Valuers for Undertaking Valuation for Incorporation or Reference in Listing Particulars and Circulars and Valuation in Connection with Takeovers and Mergers published by The HKIS.

– V-8 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

SUMMARY OF VALUES

Group I – Properties held for sale by the Vanke Group under long-term title certificates in the PRC and valued on market value basis

Amount of valuation in Amount of existing state valuation in attributable to existing state as Interest the Vanke at 31 December attributable to the Group as at 31 Property 2012 Vanke Group December 2012 RMB

1. Asmallportionofunsold 233,600,000 85% 198,600,000 residential areas in Phase I and 76 nos. of carparking spaces in Phase III; 29 various residential units and 38 various retail units and 159 various nos. of carparking space in Phases IV and V, Wuhan Golf City Garden, No. 8 Jinyinhupan, Jinshan Avenue, Dongxihu District, Wuhan City, Hubei Province The PRC 430048

2. 8 various nos. of carparking 197,300,000 85% 167,700,000 spaces in Phase I and 17 various retail units in Building 1, a basement retail unit and various carparking spaces in Phase II of Jinse Hairong erected on two parcels of adjoining land known as Lot Nos. WH7-13-46 and WH7-13-47 (adjoining to Property No. 8 mentioned below) No. 20 Gao Pan Road Wuhou District Chengdu City Sichuan Province The PRC 610031

3. 217 various nos. of basement 2,800,000 85% 2,400,000 carparking spaces, Vanke Baima Garden Xinqiao Town Lane 1010 Ming Zhong Road Songjian District Shanghai The PRC 201612

– V-9 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

4. 6 various remaining unsold 37,000,000 68.40% 25,300,000 villas of Changyi Garden at the westhern side of Donghuan Road and southern side of Ganjiang Road Canglang District Suzhou City Jiangsu Province The PRC 215000

5. 16 various remaining unsold 70,200,000 84.86% 59,600,000 residential units, 16 various retail units and 104 various nos. of carparking spaces in Vanke Crystal City (adjoining to Property No. 11 mentioned below) No.8 Dengzhou Industry Zone Er Road Lot No. 212045-101 Tanzhou Villagers’ Committee, Chencun Town Shunde District Foshan City Guangdong Province The PRC 528000

6. Various remaining unsold 440,600,000 85% 374,500,000 residential units in Phases I and II, various commercial units and various carparking spaces in Phase I of Rancho Santa Fe Lotus Resort (adjoining to Property No. 12 mentioned below) Lot Nos. 0809068 and 0809069 Shiling Town, Huadu District Guangzhou City Guangdong Province The PRC 510850

– V-10 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

7. 137 various residential units, 885,300,000 85% 752,500,000 71 retail units and 864 various nos. of carparking spaces in Phases I and II Vanke Shangjingyuan, Lot Nos. 84-3 Qiu, 84-7 Qiu and 84-4 Qiu located at Xinliancun of Chonggu Town Qingpu District Shanghai The PRC 201702

Sub-total: 1,866,800,000 1,580,600,000

– V-11 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Group II – Properties held for development by the Vanke Group under long-term title certificates in the PRC and valued on market value basis

8. Acomposite development 510,000,000 85% 433,500,000 known as Jinse Hairong Phase III to be erected on Lot Nos. WH7-13-44, 45 and 48 and (adjoining to Property No. 2 mentioned above) located at No. 20 Gao Pan Road Wuhou District Chengdu City Sichuan Province The PRC 610031

9. Adeveloping composite 844,200,000 51% 430,500,000 development known as Phases II, III, and IV of Jinyuhua Fu Lot No. S08261 and located at the south-western side of the junction of Hezuohua Road and Changjiang Xi Road Shushan District Hefei City Anhui Province The PRC 230022

10. Adeveloping composite 800,200,000 51% 408,100,000 development known as Phase IV of Jinse Mingjun erected on a parcel of land known as Lot No. S12122-5 and located at the southern side of Wangjiang Xi Road Shushan District Hefei City Anhui Province The PRC 230031

– V-12 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

11. Adeveloping composite 2,941,000,000 84.86% 2,495,700,000 development with Building Nos. 5–6 in Phase I, Building Nos. 12-15 and ancillary buildings in Phase II, Building No. 58 in Phase III, Building Nos. 16–17 in Phase V constructing thereon Lot Nos. 212045-101 and 211044-102 Vanke Crystal City (adjoining to Property No. 5 mentioned above) No. 8 Dengzhou Industry Zone Er Road, Tanzhou Villagers’ Committee, Chencun Town Shunde District, Foshan City Guangdong Province The PRC 528000

12. Adeveloping composite 510,900,000 85% 434,300,000 development erected on Lot No. 0809068 which known as Rancho Santa Fe Phases I and II of Lotus Resort (adjoining to Property No. 6 mentioned above) Shiling Town Huadu District Guangzhou City, Guangdong Province The PRC 510850

13. Adeveloping composite 91,200,000 85% 77,500,000 development erected on Lot No. 84-6 Qiu which known as Phase I of Shangjingyuan Xinlian Village, Chonggu Town Qingpu District Shanghai The PRC 201702

– V-13 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

14. Adeveloping composite 1,300,000,000 50% 650,000,000 development erected on Lot No. JB0010420102000 and located at Vanke Tianqinwan (Southern Portion), Dashiba Group Lot A1-5, Lot A1-7 and Lot A1-8 (adjoining to Property No. 17 and No. 18 mentioned below) Chongqing City The PRC 400021

15. Adeveloping residential 1,450,700,000 85% 1,233,100,000 development erected on Lot No. 05-002-(1609)-076 which known as Jinse Licheng Jiayuan, No.6 Ou Qian Road Jinchang District Suzhou City Jiangsu Provinc The PRC 215008

16. Vanke City Development 2,422,400,000 85% 2,059,000,000 Project at Zhuangshi Street to the North of Zhuangshi Avenue (Lot No. 2), Zhuangshi Street to the West of Tongxin Road, to the North of Zhuangshi Street (Lot No. 1) Ningbo City Zhejiang Province The PRC 315200

Sub-total: 10,870,600,000 8,221,700,000

– V-14 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Group III – Properties held for future development by the Vanke Group under long-term title certificates in the PRC and valued on market value basis

17. Aparcel of land known as Lot 616,900,000 50% 308,500,000 No. A-F Section A of the northern side of Shiman River (adjoining to Property No. 14 mentioned above and No. 18 mentioned below) Jiangbei District Chongqing The PRC 400021

18. Aparceloflandknownas 669,400,000 50% 334,700,000 Sub-section A, B, C and D of Lot No. A1-6/01 and a parcel of land known as Lot No. A1-3/01 located at Section A of Da Shi Ba (adjoining to Property No. 14 and No. 17 mentioned above) Jiangbei District, Chongqing The PRC 400021

19. 2 parcels of land located at 480,800,000 85% 408,700,000 northern side of Zhuang Shi Da Dao Zhuang Shi Road Zhen Hai District, Ningbo City Zhejiang Province The PRC 315200

Sub-total: 1,767,100,000 1,051,900,000

– V-15 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Group IV – Properties occupied by the Vanke Group under operating leases in the PRC

Amount of valuation in existing state attributable to the Vanke Group as at Property 31 December 2012 RMB

20. Unit 2202-04A No Commercial Value AVIC Plaza No. B10 Dong San Huan Zhong Road Chaoyang District Beijing The PRC 100022

21. Unit 2205-06A No Commercial Value AVIC Plaza No. B10 Dong San Huan Zhong Road Chaoyang District Beijing The PRC 100022

Sub-total: NIL

Grand-total: RMB14,504,500,000 RMB10,854,200,000

– V-16 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

VALUATION CERTIFICATE

Group I – Properties held for sale by the Vanke Group under long-term title certificates in the PRC and valued on Market Value basis

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

1. Asmall portion of Wuhan Golf City Garden is a We were advised that the RMB233,600,000 unsold residential large scale composite property was vacant as at (100% interest) areas in Phase I and development erected on a the Date of Valuation. 76 nos. of carparking parcel of land having a site RMB198,600,000 spaces in Phase III; 29 area of approximately (85% interest) various residential 237,660 sq.m. It is located at units and 38 various the western side of Silver (see Note 10 retail units and 159 Lake International Golf Club below) various nos. of and the northern side of carparking spaces in Jinshan Avenue. Phases IV and V Wuhan Golf City According to the information Garden provided, the property No. 8 Jinyinhupan comprises two categories: (a) Jinshan Avenue a small portion of Dongxihu District approximately 737.73 sq.m. Wuhan City residential areas in Phase I Hubei Province and 76 nos. of carparking The PRC 430048 spaces (approximately 940.48 (See Notes 7 and 8) sq.m.) in Phase III; and (b) various remaining unsold units which include 29 various residential units (approximately 5,422.23 sq.m.), 38 various retail units (approximately 5,766.55 sq.m.) together with 159 nos. of carparking spaces (approximately 4,061.54 sq.m.) in various Phases IV and V of Wuhan Golf City Garden, and the total gross floor area is approximately 15,250.32 sq.m. The development was completed in various years in between 2005 and 2012. (See Notes 7 and 8)

The property is located at a high-end residential area.

The property is subject to a right to use the land for a term till 25 December 2043 for commercial purpose and till 25 December 2073 for residential purpose.

– V-17 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ήପක೯Ϟࠢʮ̡ (translated as “Wuhan Golf City Gardenג෤ڀ̹۬˃ဏ৷ဧ؛ transferred to Real Estate Development Ltd.”) (hereinafter referred to as “Wuhan Golf City Garden”) which is a subsidiary of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights No. WDP-2003-121 dated 26 December 2003 and made between the Land Administration Bureau of Dongxihu District, Wuhan City and Wuhan Golf City Garden, the land use rights of a parcel of land having a site area of 237,660 sq.m. was transferred to Wuhan Golf City Garden for a term of 40 years till 25 December 2043 for commercial purpose and of 70 years till 25 December 2073 for residential purpose, respectively, and

(ii) Pursuant to a State-owned Land Use Rights Certificate No. Dong Guo Yong (2008) Di Hao (؇਷͜(2008)ୋ2802009003໮) dated 2 April 2008 and issued by the 2802009003 People’s Government of Dongxihu District, Wuhan City, the property is situated on a parcel of transferable land and has a term of use till 25 December 2043 for commercial purpose and till 25 December 2073 for residential purpose. The legally interest party in the land is Wuhan Golf City Garden and the site area of the land is approximately 237,660 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. Dong Gui Di Zi (2004) Bu 24 Hao ؇஝ήο(2004)໾24໮ dated 20 August 2004, Wuhan Golf City Garden is permitted to develop a parcel of land having approximately 356.49 Chinese Mu.

3. Pursuant to 4 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) known as Wu Gui (Dong) Jian [2008] 113 Hao, Wu Gui (Dong) Jian [2008] 116 Hao, Wu Gui (Dong) Jian [2009] 014 Hao and Wu Gui (Dong) Jian [2009] 113 Hao dated between 14 October 2008 and 28 October 2009 and issued by the Wuhan City Dongxihu District City Planning & Management Bureau, Wuhan Golf City Garden is permitted to develop Phase IV commercial and Residential Blocks 8601, 8801, 8804, 8802, 8607 to 8613, 8615 to 8617, 8807 to 8811, and Phase V commercial and other associated facilities on the land having a total gross floor area of approximately 178,931.6 sq.m. (above ground) and 11,668.55 sq.m. (below ground).

4. Pursuant to 4 various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) known as 4201122009032300714BJ4001, 42011220070411004144BJ4001, 4201122009051101014BJ4002 and 4201122009051101014BJ4003 dated between 24 March 2009 and 8 April 2011 and issued by the Wuhan City Dongxihu District Construction Bureau, Wuhan Golf City Garden is permitted to commence construction of Phase IV Block 8601 and commercial, Blocks 8609 to 8613, 8615, 8807-8809, 8816, 8817, 8810, 8811, and Phase V commercial and other associated facilities on the land having a total gross floor area of approximately 128,353.17 sq.m. with the latest completion date set at 20 December 2012.

5. Pursuantto5variousPre-salePermitofCommodityUnits, Wuhan Golf City Garden is allowed to dispose all units in Phase IV, Residential Blocks 8607 to 8613, 8615 to 8617, 8807-8811, and Phase V commercial in the market.

6. Pursuant to 25 various Construction Completion Acceptance Certificate issued on 29 December 2009, Residential Blocks 8601, 8603, 8607-8613, 8615-8617, 8801, 8802, 8804-8811 and Phase V Commercial has passed the completion test.

7. According to the information providedby the management of the Vanke Group, the property was the remaining unsold units of Phases IV and V of Wuhan Golf City Garden which covered by the certificates as mentioned in Notes 3, 4, 5 and 6 above per the legal opinion in Note 9 below. The Vanke Group has the absolute rights to dispose the property.

– V-18 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

8. Wearegiventounderstandthatthepropertyalsoincluded the following unsold residential areas or carparking spaces which required further documents from the company to support its titles in these areas and carparking spaces. They are:

(i) According to the information provided by the management of AVIC Vanke, as at the Date of Valuation, there were 737.73 sq.m. unsold residential areas in Phase I of Wuhan Golf City Garden. These areas have obtained the State-owned Land Use Right Certificate known as Dong Guo Yong (2004) Di 280209001 Hao, the Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) known as [2002]003, Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) known as [2002]045#1, Wuhan City Pre-sale Permit of Commodity Units Provinces Wu Kai Guan Yushou [2005]108 Hao. However, we are advised that Wuhan Golf City Garden is unable to provide the Contract for the Grant of State-owned Land Use Rights, the receipt of payment of land premium and the Construction Completion Acceptance Certificate of these areas to the Company’s PRC legal adviser.

(ii) According to the information provided by the management of AVIC Vanke, as at the Date of Valuation, there are around 76 unsold carparking spaces in Phase III of Wuhan Golf City Garden. These spaces are covered under the title certificates as mentioned in Notes 1 and 2 above. These spaces also covered by a Building Ownership Certificate and 4 various Wuhan City Commodity Unit Title Rights Certificates.

9. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) WuhanGolfCityGardenhasobtainedtherighttousetheproperty legally by way of land grant or assignment. Wuhan Golf City Garden has an obsolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Wuhan Golf City Garden complied with various development controls and obtained the necessary documents and approvals.

(iii) Wuhan Golf City Garden has obtained the right to sell all the residential units in Phase IV, Residential Blocks 8607 to 8613, 8615-8617, 8807 to 8811 and Phase V commercial in the market.

(iv) For the unsold residential areas as mentioned in Note 8 (i) above Wuhan Golf City Garden is required to provide sufficient documents to support it has completed all the necessary procedures to obtain the subject land use rights and the development. It is only after Wuhan Golf City Garden obtained such documents, then it would have all its property rights in these residential areas.

10. Based on the legal opinion mentioned in Note 9 (iv) above, we have not assigned commercial value to the unsold residential areas as mentioned in Note 8 (i) above due to its limitation in selling to the market. Should the company able to clear the required necessary procedures and to obtain necessary approvals, the estimated value of such residential areas should be in the region of RMB7.40 million, and the estimated value attributed to the Vanke Group should be in the region of RMB6.30 million.

11. WithregardtoNote8(i)above,theCompanyrespectfully submits that Wuhan Golf City Garden is in the course of searching for the outstanding documents and approval to sell the properties and is currently unable to estimate the time needed to obtain all such documents and approval. To the best of the Directors’ knowledge, information and belief, there is no legal impediment for Wuhan Golf City Garden to obtain such necessary documents and approval.

– V-19 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group Particulars of as at 31 December Property Descriptionandtenure occupancy 2012

2. 8variousnos.of Jinse Hairong is a large scale We were advised that RMB197,300,000 carparking spaces in composite development the property was (100% interest) Phase I and 17 (Phases I to III) (which vacant as at the Date various retail units in include Property No. 8 of Valuation. RMB167,700,000 Building 1, mentioned below) erected on (85% interest) a basement retail unit five parcels of land having a and various total site area of carparking spaces approximately 54,969.60 in Phase II of Jinse sq.m. (excluding communal Hairong erected on site area) (see Note 1 below). two parcels of adjoining land known According to the information as Lot Nos. provided, Phases I and II WH7-13-46 and development, where the WH7-13-47 property is situated, (adjoining to Property comprise 9 blocks of 30 to 33 No. 8 mentioned storeys composite buildings below) erected on 2 parcels of land No. 20 Gao Pan Road having a total site area of Wuhou District approximately 34,372.00 sq.m. Chengdu City Sichuan Province According to the information The PRC 610031 provided, the property comprises various remaining unsold units which includes 8 various basement carparking spaces (approximately 236.85 sq.m.) in Phase I, and 17 various retail units in Building 1 (a composite building) and a basement retail unit (approximately 13,446.23 sq.m.) together with 462 carparking spaces (approximately 15,254.4 sq.m.) in Phase II of Jinse Hairong. Together, the property represents a total gross floor area of approximately 28,937.48 sq.m. and was completed in various years in between 2008 and 2010.

The property is located at a developed area with high occupancy rate and sufficient ancillary facilities, and a developed transportation system.

The property is subject to a right to use the land for a term till 16 August 2044 for commercial purpose and till 16 August 2074 for residential purpose. (see Note 1 below).

– V-20 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ήପක೯Ϟࠢʮ̡ (translated as Chengdu Yihang Wankeגtransferred to ϓேɓঘຬ߅ᏵϪ Binjiang Real Estate Development Ltd.) (hereinafter referred to as “Chengdu One Aviation”), a subsidiary of AVIC Vanke, via the following ways:

(i) PursuanttoaContractfortheTransferofState-ownedLand Use Rights dated 13 February and made between ϓேऎႂत၇५ᔌۜϞࠢʮ̡ (translated as Chengdu Hairang 2008 Special Textiles Ltd.) and Chengdu One Aviation, the land use rights of a parcel of land having a site area of 52,074.65 sq.m. was transferred to Chengdu One Aviation at a consideration of RMB355,409,600. The consideration has been fully paid. We are given to understand that it also covered land in Property No. 8 below;

(ii) PursuanttoaContractfortheGrantofState-ownedLand Use Rights dated 29 March 2008, the land use rights of a parcel of land having a site area of 2,894.95 sq.m. was granted to Chengdu One Aviation at a consideration of RMB197,579,200. The consideration has been fully paid; and

(iii) Pursuant to 2 various State-owned Land Use Rights Certificate No. Cheng Guo Yong (2009) Di 164 Hao and Cheng Guo Yong (2009) Di 165 Hao (ϓ਷͜(2009)ୋ164ʿ165໮) issued by the People’s Government of Chengdu City, the land is a transferable land and has a term of use till 16 August 2044 for commercial purpose and till 16 August 2074 for residential purpose. The legally interest party in the site is Chengdu One Aviation and the total site area of the property is approximately 34,372.00 sq.m. as recorded under the State-owned Land Use Rights Certificates. We are given to understand the above certificates covered Phases I and II.

2. PursuanttoaPlanningPermitforUsingConstructionUsage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. Di Zi Di 510107200820113Hao ήοୋ510107200820113໮ dated 7 April 2008, Chengdu One Aviation is permitted to develop a parcel of land (as mentioned in Note 1 above) having a total site area of approximately 82,676.18 sq.m. including the communal area of approximately 27,706.58 sq.m.

3. Pursuant to 3 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ), Chengdu One Aviation was permitted to develop a residential, commercial and associated facilities development having a total gross floor area of approximately 125,839.49 sq.m. being part of Phases I and II of the development.

4. Pursuant to 3 various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ), Chengdu One Aviation is permitted, up to the Date of Valuation, to construct on the land a residential/commercial and associated facilities development having a total gross floor area of approximately 125,839.49 sq.m. being part of Phases I and II of the development.

5. Pursuant to a Building Ownership Certificate No. 2689366, the legally interested party in the 8 various carparking spaces having a total gross floor area of approximately 236.85 sq.m. is Chengdu One Aviation. As advised, the Building Ownership Certificate for Phase II units is under application and is expected to obtain in around June 2013.

6. Pursuant to a Pre-sale Permit of Commodity Units No. 6699, Chengdu One Aviation is allowed to dispose units in Building 1 of Phase II of the development in the market.

7. Pursuant to a Construction Completion Acceptance Certificate No. 2012-0303, Building 1 and its basement and Building 5 in Phase II of the development have passed the completion test. Prior to obtaining the relevant title certificate, a Construction Completion Acceptance Certificate is a necessary document to confirm the construction works have been constructed in accordance with various relevant standards, and that the works have been passed the test performed by the relevant local authorities.

– V-21 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

8. As advised by the Company’s PRC legal advisers, according to the PRC laws, a Construction Completion Acceptance Certificate is a necessary document for applying a Building Ownership Certificate, and it confirms a building has been constructed in accordance to acceptable standard and passed the completion test.

9. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Chengdu One Aviation has obtained the right to use the property legally by way of land grant or assignment. Chengdu One Aviation has an obsolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Chengdu One Aviation complied with various development controls and obtained the necessary documents and approvals.

(iii) Chengdu One Aviation has obtained the right to sell Building 1 in Phase II in the market.

– V-22 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

3. 217 various nos. of Vanke Baima Garden is a We were advised that the RMB2,800,000 basement carparking large scale residential and property was vacant as at (100% interest) spaces Vanke Baima commercial development the Date of Valuation. Garden Xinqiao Town erected on a parcel of land RMB2,400,000 Lane 1010 Ming having a site area of (85% interest) Zhong Road approximately 236,411 sq.m. (see Notes 3 and 4) Songjian District Shanghai The property is located at an The PRC 201612 area with sufficient ancillary facilities and convenient transportation network.

The property comprises of (a) 29 nos. carparking spaces in basement car park in Phase I and (b) 188 nos. carparking spaces in basement car park in the north-western and southern parcel of the development which is classified as civil air defence works. Together, the property comprises of 217 nos. of basement carparking spaces with a total gross floor area of approximately 8,866.91 sq.m. The development was completed in between 2003 and 2009.

The property is subject to two various land use rights terms till 21 October 2071 and 27 March 2076, respectively, for residential purpose.

– V-23 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ήପක೯Ϟࠢʮ̡ (translated as “Shanghai Nan Du Bai Ma Realגேͣ৵یtransferred to ɪऎ Estate Development Company Limited”) (hereinafter referred to as “Shanghai Nan Du Bai Ma”), a subsidiary of AVIC Vanke, via the following ways:

ήגi) PursuanttoaShanghaiRealtyTitleCertificateHuFangDi Song Zi 2004 No. 011913 လ) ο2004ୋ011913໮ dated 8 June 2004 and issued by the Shanghai Housing and Landؒ Administration Bureau, the legally interest party in the land is Shanghai Nan Du Bai Ma and the site area of the land is approximately 123,711 sq.m. for residential purpose till 21 October 2071;

ήגii) Pursuant to a Shanghai Realty Title Certificate Hu Fang Di Song Zi 2007 No. 018388 လ) ο2007ୋ018388໮ dated 10 July 2007 and issued by the Shanghai Housing and Landؒ Administration Bureau, the legally interest party in the land is Shanghai Nan Du Bai Ma and the site area of the land is approximately 112,700 sq.m. for residential purpose till 27 March 2076.

2. The property is subject to 3 various Realty Title Certificate known as Hu Fang Di Song Zi 2010 Di 002209 Hao, 2010 Di 008248 Hao and 2009 Di 035104 Hao.

3. According to the legal opinion as prepared by the Company’s PRC legal adviser, Shanghai Nan Du Bai Ma has an absolute right to possess, use, transfer, lease, mortgage or other uses to the property within the remaining specified land use term for the 29 nos. of carparking spaces in basement carpark in Phase I.

4. According to the legal opinion as prepared by the Company’s PRC legal adviser, Shanghai Nan Du Bai Ma only has the right to occupy and to use of the 188 nos. of carparking spaces which are located at civil air defence works. Thus, no commercial values have been assigned to these carparking spaces.

– V-24 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group Particulars of as at 31 December Property Descriptionandtenure occupancy 2012

4. 6variousremaining The property comprises 6 We were advised by RMB37,000,000 unsold villas of various villa erected on a the Vanke Group that (100% interest) Changyi Garden at parcel of land having a site 2 villas were under the westhern side of area of approximately decoration, a villa RMB25,300,000 Donghuan Road and 48,713.11 sq.m. was used as sales (68.40% interest) southern side of office, a villa was Ganjiang Road The property is located at a used as provisional Canglang District high-end residential area. flat and the Suzhou City remaining 2 villas Jiangsu Province According to the information were vacant as at the The PRC 215000 provided, the property has a Date of Valuation. total gross floor area of approximately 1,315.56 sq.m. and was completed in between 2009 and 2012.

The property is subject to a right to use the land till 14 January 2078 for residential purpose.

– V-25 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ࠬໄุڗtransferred to Suzhou AVIC Vanke Changfeng Property Company Limited (ᘽψʕঘຬ߅ Ϟࠢʮ̡) (hereinafter referred to as “Suzhou Vanke Changfeng”), a subsidiary of AVIC Vanke, via the following ways:

(i) PursuanttoaContractfortheGrantofState-ownedLandUse Rights known as Su Di Rang He (2008) Di 010 Hao ᘽήᜫΥ(2008)ୋ010໮ dated 15 January 2008 and made between ᘽ ψ̹਷ɺ༟๕҅ (translated as Suzhou City Bureau of Land and Resources and Suzhou AVIC Vanke Property Company Limited (ᘽψɓঘຬ߅Ϟࠢʮ̡) (hereinafter referred to as “Suzhou AVIC Vanke”), the land use rights of a parcel of land having a site area of 48,713.10 sq.m. was granted to Suzhou AVIC Vanke for a term of 70 years for residential purpose; and

(ii) Pursuant to a State-owned Land Use Rights Certificate Su Guo Yong (2009) Di 02024548 Hao ᘽ਷͜ (2009) ୋ02024548 ໮ issued by the People’s Government of Suzhou City (ᘽψ ɛ͏ִ݁), the legally interest party in the land is Suzhou Vanke Changfeng and the site̹ area of the land is approximately 48,713.11 sq.m. for residential purpose till 14 January 2078. We were advised that the local authorities agreed to change the interested party in the land to Suzhou Vanke Changfeng.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Di 320501200800063 Hao ήοୋ 320501200800063໮ dated 24 June 2008, Suzhou Vanke Changfeng is permitted to develop a parcel of land having approximately 48,750 sq.m. for residential purpose.

3. Pursuant to a Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) Jian Zi Di 320501201000010 Hao ܔοୋ 320501201000010໮ dated 29 January 2010 and issued by the Suzhou City Planning Bureau, Suzhou Vanke Changfeng is permitted to develop residential buildings and associated facilities having a total gross floor area of approximately 71,899.16 sq.m. on the subject land.

4. Pursuant to a Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) known as 320501201002120101 Hao dated 12 February 2010 and issued by the Suzhou City Housing and Urban Construction Bureau, Suzhou Vanke Changfeng is permitted to commence construction residential buildings and other associated facilities on the subject land with the completion date set at 30 July 2011.

5. Pursuant to 2 various Pre-sale Permit of Commodity Units known as Su Fun Yu Cang [2010] 179 ཫ๡[2011] 028໮ and issued by the Suzhou CityגHao and Su Fun Yu Cang [2011] 028 Hao ᘽ Housing and Urban Construction Bureau, Suzhou Vanke Changfeng is allowed to dispose of Changyi Garden Apartment Blocks 28–31 & Houses Nos 1–12, 15–27 in the market.

6. Pursuantto2variousSuzhouCityNoticeofTransfertoUse Commodity Units known as [2010] Di 031 Hao [2010]ୋ031໮ and [2011] Di 019 Hao [2011]ୋ019໮ issued by the Suzhou City Housing and Urban Construction Bureau, Changyi Garden 1–29 (1–31 of the per-sale permits as Nos 13 and 14 are omitted) are certificated for completion of construction.

– V-26 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

7. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) SuzhouVankeChangfenghasobtainedtherighttousetheproperty legally by way of land grant or assignment. Suzhou Vanke Changfeng has an obsolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Suzhou Vanke Changfeng complied with various development controls and obtained the necessary documents and approvals.

(iii) Suzhou Vanke Changfeng has obtained the right to sell Changyi Garden Units 1-12 and Units 15-31 in the market.

– V-27 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

5. 16 various remaining Vanke Crystal City is a large We were advised that the RMB70,200,000 unsold residential scale composite development property was vacant as at (100% interest) units, 16 various erected on two parcels of the Date of Valuation. retail units and 104 land having a total site area RMB59,600,000 various nos. of of approximately 284,037.11 (84.86% interest) carparking spaces in sq.m. and was completed (see Note 8) Vanke Crystal City recently. The subject lot - Lot (adjoining to Property No. 212045-101, of which the No. 11 mentioned property is situated at, is one below) of the two parcels of land No. 8 Dengzhou having a site area of Industry Zone approximately 215,990.23 Er Road sq.m. Lot No. 212045-101 Tanzhou Villagers’ The property is located at a Committee high-end residential area Chencun Town with developed community Shunde District facilities. Foshan City Guangdong Province According to the information The PRC 528000 provided, the property comprises 16 various remaining unsold residential units (approximately 3,073.09 sq.m.) in Blocks 7, 8 and 9 which are of 33 storeys plus a basement level and 15 retail units in Blocks 55 to 57 (approximately 1,111.88 sq.m.) in single storey commercial building together with 104 various nos. of carparking spaces at basement (approximately 10,334.34 sq.m.) of Vanke Crystal City. Together, the property represents a total gross floor area of approximately 14,919.60 sq.m. situated on the subject lot.

The property is subject to a right to use the land for a term till 14 January 2050 for commercial purpose and till 14 January 2080 for residential purpose.

– V-28 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ήପϞࠢʮ̡ (translated as Foshan City Shunde Districtגtransferred to Нʆ̹නᅃਜʕঘຬ߅ CATIC Vanke Real Estate Ltd. and hereinafter referred to as “Foshan CATIC Vanke”), a subsidiary of AVIC Vanke, via the following ways:

(i) Pursuant to two Contract for the Grant of State-owned Construction Land Use Rights of Foshan City 440606-2009-001745 and 440606-2009-001750 dated 8 September 2009 and two amendment agreements dated 5 November 2009, and made between the Land Resources Bureau of Foshan City, Foshan City Vanke Property Company Limited and Foshan CATIC Vanke, the land use rights of two parcels of land having a total site area of 284,037.11 sq.m. (of which the subject lot forms part of) was granted to Foshan City Vanke Property Company Limited and then transferred to Foshan CATIC Vanke for a term of 40 years for commercial purpose and 70 years for residential purpose, respectively; and

(ii) Pursuant to a State-owned Land Use Rights Certificates known as Fo Fu (Shun) Guo Yong Di 0401227 and 0401228 Hao (Нִ(න)਷͜(2010)ୋ0401227ʿ0401228໮) dated 25 (2010) February 2010 and issued by the People’s Government of Foshan City, land Lot Nos. 212045-101 and 211044-102 (the “Lots”) is a transferable land and has a term of use till 14 January 2050 for commercial purpose and till 14 January 2080 for residential purpose. The legally interest party in the lots is Foshan CATIC Vanke and the total site area of the lots is approximately 284,037.11 sq.m. The site area of land lot No. 212045-101 (where the property situated) is approximately 215,990.23 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) known as Di Zi Di 440606201003103 Haoήοୋ440606201003103໮ dated 9 February 2010, Foshan CATIC Vanke is permitted to develop the subject lot having a total site area of approximately 215,990.20 sq.m.

3. Pursuant to five various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) known as Jian Zi Di 440606201017794 Hao, Jian Zi Di 440606201012848 Hao, Jian Zi Di 440606201107647 Hao, Jian Zi Di 440606201024645 Hao and Jian Zi Di 440601201200004 Hao dated between 14 August 2012 and 25 April 2011 and issued by the Foshan Shunde District City Development & Planning Zone and the Statistics Bureau, Foshan CATIC Vanke is permitted to develop Building Nos. 7, 8, 9, 10, 11, 32-53 and 55-57 and basement of Building Nos. 5 to 7 on the two parcels of land having a site area of approximately of 284,037.11 sq.m. (of which the subject lot forms part of). Together, the buildings have a total gross floor area of approximately 196,668.84 sq.m. (including basement for car parking space).

4. Pursuant to five various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) Nos.440606201008300401, 440606201007050101, 440606201104210101, 440606201012030201 and 440606201206260101 dated between 3 February 2010 and 25 June 2012 and issued by the Shunde District Foshan City Land Urban and Rural Construction and Water Conservancy Bureau, Foshan CATIC Vanke is permitted to develop Building Nos. 7, 8, 9, 10, 11, 32-53, 55-57 and basement of Building Nos. 5 to 7 on the two parcels of land having a site area of approximately of 284,037.11 sq.m. (of which the subject lot forms part of). Together, the buildings have a total gross floor area of approximately 196,668.84 sq.m. (including basement for car parking space) are permitted to construct with the latest completion of approximately 5,547 sq.m. set at 30April 2013.All units of the property, as advised, except the 104 various carparking spaces are covered by the permits.

5. Pursuant to 6 various Pre-sale Permit of Commodity Units, Foshan CATIC Vanke is allowed to dispose of all the flatted units in Building Nos. 7, 8, 9, 32-53 and 55-57 in the market. All units of the property, as advised, except the 104 various carparking spaces are covered by the permits.

6. Building Nos. 7, 8, 9, 32-53 and the basement, and 55-57 have passed the completion test, and acquired the necessary Housing Construction Works and Municipal Infrastructure Works Completion Acceptance Filing Sheets in December 2012.

– V-29 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

7. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Foshan CATIC Vanke has obtained the right to use the property legally by way of land grant or assignment. Foshan CATIC Vanke has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Foshan CATIC Vanke has settled the land premium of the subject lot at RMB1,634,922,927.

(iii) Foshan CATIC Vanke complied with various development controls and obtained the necessary documents and approvals.

(iv) Foshan CATIC Vanke has obtained the right to sell all the flatted units in Building Nos. 7, 8, 9, 10, 11, 32-53 and 55-57 in the market.

8. As advised by the Company’s PRC legal adviser, Foshan CATIC Vanke does not have the right to sell the 104 various nos. of carparking spaces prior to the issuance of construction work completion acceptance document. Hence, in our valuation, we have not assigned commercial value to these carparking spaces as at the Date of Valuation.

– V-30 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

6. Various remaining Rancho Santa Fe is a large We were advised that the RMB440,600,000 unsold residential scale residential property was vacant as at (100% interest) units in Phases I and development erected on two the Date of Valuation. II, various parcels of land having a total RMB374,500,000 commercial units and site area of approximately (85% interest) various carparking 210,252.48 sq.m. (the “subject spaces in Phase I of lots”). Rancho Santa Fe Lotus Resort The subject lots are situated (adjoining to Property at the west of Fubin Road in No. 12 mentioned Lotus Resort and surrounded below) by low density deluxe Lot Nos. 0809068 and residential developments. 0809069 Shiling Town Buildings in Phases I and II Huada District were completed recently on Guangzhou City the subject lots. According to Guangdong Province the information provided, The PRC 510850 the property comprises various remaining unsold residential units (including houses and terrace) having a gross floor area of approximately 40,043 sq.m. of which include 53 units in Phase I and 33 units in Phase II, various commercial units in Phase I having approximately 2,704 sq.m. and 40 various carparking spaces in Phase I having approximately 1,280 sq.m. The buildings were completed in between 2010 and 2012.

The property is subject to a right to use the land for commercial purpose and for residential purpose. (See Note 1)

– V-31 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ήପක೯Ϟࠢʮ̡ (translated as Guang Zhou Yin Ye Jun Rui Realגtransferred to ᄿψვุё๿ Estate Development Co., Ltd. (hereinafter referred to as “Yin Ye”), a jointly controlled entity of AVIC Vanke, via the following ways:

(i) Pursuant to a State-owned Land Use Rights Certificate known as Hua Guo Yong (2006)Di ਷͜(2006)ୋ721541໮) dated 27 October 2006 and issued by the People’sڀ) Hao 721541 Government of Guangzhou City, the lot is a transferable land and has a term of use till 21 August 2032 for commercial purpose and till 21 August 2062 for residential purpose. The legally interest party in the lot is Yin Ye and the total site area of the lot is approximately 143,776.6 sq.m. as recorded under the State-owned Land Use Rights Certificate; and

(ii) Pursuant to a State-owned Land Use Rights Certificate known as Hua Guo Yong (2005)Di ਷͜(2005)ୋ721325໮) dated 26 October 2005 and issued by the People’sڀ) Hao 721325 Government of Guangzhou City, the lot is a transferable land and has a term of use till 22 August 2032 for commercial purpose and till 22 August 2062 for residential purpose. The legally interest party in the lot is Yin Ye and the total site area of the lot is approximately 66,475.88 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. 92116 dated 30 August 1992 and reconfirmed by an approval letter dated 15 March 2007, Yin Ye is permitted to develop the subject lots having a total site area of approximately 210,288 sq.m. for Lotus Resort usage.

3. Pursuant to 12 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) and its related approval letters dated between 3 November 1992 and 29 June 2011 and issued by the Xinhua District Hua Urban Construction Planning and Management Bureau or Guangzhou City Planning Bureau, Yin Ye is permitted to build and develop a numbers of villas on the subject lots with a total gross floor area of approximately 154,121.54 sq.m.

4. Pursuant to two various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) Nos. 440118200706190101 and 440118201107190101 dated 19 June 2007 and 19 July 2011, respectively, and issued by the Huadu District Guangzhou City Construction Administration, Yin Ye is permitted to build and develop a total gross floor area of approximately 165,070.45 sq.m. on the subject lots with the latest completion of approximately 21,178.45 sq.m. set at 13 January 2013.

5. Pursuant to 6 various Pre-sale Permits of Commodity Units, Yin Ye is allowed to dispose a total gross floor area approximately of 87,785.66 sq.m. in the market. All units in the property, as advised, are covered by the permits.

6. According to Guangzhou Huadu District Construction Administration Infrastructure Works Completion Acceptance Filing Sheets, Phase I &II of Rancho Santa Fe with a total gross floor area of approximately 100,752.44 sq.m. have passed the completion test save except approximately 53,263.38 sq.m. It is expected such permit should be obtained by end of 2013.

7. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Should Yin Ye settle the land premium of the subject lots, Yin Ye would have the right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the subject lots within the remaining specified land use term.

(ii) Yin Ye complied with various development controls and obtained the necessary documents and approvals.

(iii) Yin Ye has obtained the Pre-sale Permit of Commodity Units for A1, B, C, D, E Type/2 storeys 23 units, D, E Type/2 storeys 35 units, B, C, D, E Type/2 storeys 17 units,A1, B1, E, B Type/2 storeys 19 units, ShingYu Street Nos.1 to 12 6 storeys and A2, B, C, D Type/2 storeys 23 units, Silver Lake Bay Building Nos. 1 to 12 and Building Nos. 17 to 36/2 storeys, Yen Yi has the right to sell the above units in accordance with the various Pre-sale Permit of Commodity Units.

– V-32 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

7. 137 various Vanke Shangjingyuan is a We were advised that the RMB885,300,000 residential units, 71 large scale composite property was vacant as at (100% interest) retail units and 864 development erected on four the Date of Valuation. various nos. of parcels of land having a total RMB752,500,000 carparking spaces in site area of approximately (85% interest) Phases I and II 115,185.70 sq.m. The subject Vanke Shangjingyuan property are three of the four Lot Nos. 84-3 Qiu, parcels of land and having a 84-7 Qiu and 84-4 Qiu total site area of located at Xinliancun approximately 109,156.20 of Chonggu Town sq.m. Qingpu District Shanghai The property is located at a The PRC 201702 developed area with high occupancy rate of retail shops.

According to the information provided, in Phase I of the property, there are 35 townhouse units (approximately 5,967 sq.m.), 1 high-rise apartment unit (146 sq.m.) and 342 nos. of carparking space (8,133.04 sq.m.). In Phase II of the property, there are 96 townhouse units (21,081.84 sq.m.), 5 high-rise apartment units (689 sq.m.), 71 retail units (13,418.16 sq.m.) and 522 nos. of carparking space (10,757.5 sq.m.). Together, the property represents a total gross floor area of approximately 60,192.54 sq.m. and was completed in between 2010 and 2012.

The property is subject to a right to use the land for a term till 10 July 2050 for commercial purpose and till 10 July 2080 for residential purpose.

– V-33 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been transferred to ɪऎࠠຬໄุϞࠢʮ̡ (translated as “Shanghai Zhongwan Property Co. Ltd.”) (hereinafter referred to “Shanghai Zhongwan”), a jointly controlled entity of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of Shanghai State-owned Land Use Rights dated 8 June 2010 and made between the Shanghai Qingpu District Planning and Land Administration Bureau and Shanghai Zhongwan, the land use rights of a parcel of land having a site area of 118,417.70 sq.m. was transferred to Shanghai Zhongwan at a consideration of RMB790,912,743. The consideration has been settled;

(ii) Pursuant to a Shanghai Realty Title Certificate Hu Fang Di (Qing) Zi (2010) No. 014416လ ο (2010) ୋ014416໮ dated 5 November 2010 and issued by the Shanghai Housing(ڡ)ήג Security and Property Management Bureau and Shanghai Planning and Land Administration Bureau, the property is situated on a parcel of transferable land and has a term of use till 10 July 2080 for residential purpose. The legally interest party in the land is Shanghai Zhongwan and the site area of the land is approximately 41,197.10 sq.m. as recorded under the Realty Title Certificate;

(iii) Pursuant to a Shanghai Realty Title Certificate Hu Fang Di (Qing) Zi (2010) No. 014417 လ ο (2010) ୋ014417໮ dated 5 November 2010 and issued by the Shanghai Housing(ڡ)ήג Security and Property Management Bureau and Shanghai Planning and Land Administration Bureau, the property is situated on a parcel of transferable land and has a term of use till 10 July 2050 for commercial purpose. The legally interest party in the land is Shanghai Zhongwan and the site area of the land is approximately 14,737.50 sq.m. as recorded under the Realty Title Certificate; and

(iv) Pursuant to a Shanghai Realty Title Certificate Hu Fang Di (Qing) Zi (2010) No. 014419လ ο (2010) ୋ014419໮ dated 5 November 2010 and issued by the Shanghai Housing(ڡ)ήג Security and Property Management Bureau and Shanghai Planning and Land Administration Bureau, the property is situated on a parcel of transferable land and has a term of use till 10 July 2080 for residential purpose. The legally interest party in the land is Shanghai Zhongwan and the site area of the land is approximately 53,221.70 sq.m. as recorded under the Realty Title Certificate.

2. PursuanttoaPlanningPermitforUsingConstructionUsage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Hu ,ή (2010) EA31011820101179 dated 26 August 2010ڡQing Zi (2010) EA31011820101179ήοୋလ Shanghai Zhongwan is permitted to develop a parcel of land having a gross floor area of approximately 118,417.70 sq.m., of which 115,185.70 sq.m. is for composite purpose and 3,232 sq.m. is for public area.

3. Pursuant to 5 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) known as Jian Zi Hu Qing Jian No. (2010) FA31011820101859, Jian Zi Hu Qing Jian No. (2010) FA31011820102048, Jian Zi Hu Qing Jian FA31011820111023 Jian Zi Hu Qing Jian No. (2010) FA31011820102502 and Jian Zi Hu Qing Jian No. (2011) FA31011820110747 dated between 30 September 2010 and 19 April 2010 and issued by the Shanghai Qingpu District Planning and Land Administration Bureau, Shanghai Zhongwan is permitted to develop Phase I of Vanke Shangjingyuan, Phase II of Vanke Shangjingyuan (commercial building), Zone 1 and Zone 2 in Phase II of Vanke Shangjingyuan (temporary name) on the land having a total gross floor area of approximately 191,419.47 sq.m.

– V-34 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

4. Pursuant to a Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) known as No. 310118201007090819 and 3 sub-divide permits from No. 1001QP0018D0101310118201007090819 all dated at 26 October 2010 and issued by the Shanghai Qingpu District Planning and Land Administration Bureau, Shanghai Zhongwan is permitted to commence construction of High-rise Apartment Block 1, Townhouse Blocks 1–12, Zone 1 of No. 2 Basement Car Park, No. 2 and No. 3 Basement Car Park in Phase I Vanke Shangjingyuan; High-rise Apartment Blocks 2-9, Townhouse Blocks 13-18, No. 1 Guard Room, No. 1 Basement Car park, Zone 2 of No. 1 Basement Car Park and Zone 3 of No. 2 Basement Car Park in Phase I Vanke Shangjingyuan; High-rise Apartment Blocks 1-3, Townhouse Blocks 1-24 and No. 2 Basement Car Park in Zone 1 of Phase II Vanke Shangjingyuan; High-rise Apartment Blocks 4-10 and No. 1 Basement Car Park in Zone 2 of Phase II Vanke Shandjingyuan; and Commercial Building in Zone 2 of Phase II Vanke Shangjingyuan and associated facilities. Together, the buildings would have a total gross floor area of approximately 191,419.47 sq.m. with the latest completion date set at 29 June 2012. We are advised that the property is covered by the above permits.

5. Pursuant to 6 various Pre-sale Permit of Commodity Units, Shanghai Zhongwan is allowed to dispose a total gross floor area of approximately 124,598.5 sq.m. which covered portion of the units of the property in the market. As advised by the management of the Vanke Group, it is expected to obtain Pre-sale Permits for the rest of the units of the property by July 2013.

6. Pursuant to 5 various Construction Completion Certificate (ംʈ᜕ϗ௪ࣩᗇࣣ) known as No. 2012QP0069, No. 2012QP0118, No. 2012QP0179, No. 2012QP0138 and No. 2012QP0180 dated between 11 June 2012 and 13 December 2012 and issued by the Shanghai Qingpu District Construction and Transportation Committee, it certificated that a completion of a total gross floor area of approximately 178,119.3 sq.m.

7. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Shanghai Zhongwan has obtained the right to use the property legally by way of land grant or assignment. Shanghai Zhongwan has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Shanghai Zhongwan complied with various development controls and obtained the necessary documents and approvals.

(iii) Shanghai Zhongwan has obtained the right to sell part of the Vanke Shangjingyuan in the market in accordance with the various Pre-sale Permit of Commodity Units in Note 5 above.

– V-35 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Group II – Properties held for development by the Vanke Group under long-term title certificates in the PRC and valued on market value basis

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

8. Acomposite Jinse Hairong is a large scale We were advised that at RMB510,000,000 development known composite development the Date of Valuation the (100% interest) as Jinse Hairong (Phases I to III) (which property was in the Phase III to be erected include Property No. 2 process of construction RMB433,500,000 on Lot Nos. mentioned above) erected on works. Due to the nature (85% interest) WH7-13-44, 45 and 48 five parcels of land having a of construction works in (adjoining to Property total site area of progress, we were unable No. 2 mentioned approximately 54,969.60 to conduct any due above) and located at sq.m. (excluding communal diligence on the current No. 20 site area) (see Note 1 below). occupation status of the Gao Pan Road property. Wuhou District The property comprises three Chengdu City parcels of land having a total Sichuan Province site area of approximately The PRC 610031 20,597.60 sq.m.

According to the latest development plan provided by the management of the Vanke Group, the property is to be developed into a residential and retail composite development and estimated to be completed in December 2014. The total gross floor area of the property upon completion is about 143,632.04 sq.m. of which 15,724.58 sq.m. is attributable to high-rise residential purpose, 26,202.02 sq.m. is attributable to super high-rise residential purpose, 65,139.31 sq.m. to retail and office purpose, 18,633.54 sq.m. to ancillary facilities, and 17,932.59 sq.m. (about 727 spaces) to carparking purpose.

The property is situated outside the south second ring of the city with good transportation.

The property is subject to a right to use the land for a term till 16 August 2044 for commercial purpose and till 16 August 2074 for residential purpose (see Note 1).

– V-36 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ήପක೯Ϟࠢʮ̡ (translated as Chengdu One Aviationגtransferred to ϓேɓঘຬ߅ᏵϪ Binjiang Real Estate Development Ltd. and hereinafter referred to as “Chengdu One Aviation”), a subsidiary of AVIC Vanke, via the following ways:

(i) PursuanttoaContractfortheTransferofState-ownedLand Use Rights dated 13 February made between ϓேऎႂत၇५ᔌۜϞࠢʮ̡ (translated as Chengdu Hairang Special ,2008 Textiles Ltd.) and Chengdu One Aviation, the land use rights of a parcel of land having a site area of 52,074.65 sq.m. was transferred to Chengdu One Aviation at a consideration of RMB355,409,600. The consideration has been fully paid. We are given to understand that it also covered land in Property No. 2 above;

(iii) Pursuant to three State-owned Land Use Rights Certificate No. Cheng Guo Yong (2009) Di 162, 163 and 166 Hao (ϓ਷͜(2009) ୋ162/163/166໮) all dated 20 February 2009 and issued by the People’s Government of Chengdu City, the property is a transferable land and has a term of use till 16 August 2044 for commercial purpose, till 16 August 2074 for residential purpose and till 16 August 2054 for educational and medical purposes. The legally interest party in the site is Chengdu One Aviation and the total site area of the property is approximately 20,597.60 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. PursuanttoaPlanningPermitforUsingConstructionUsage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. Di Zi Di 510107200820113Hao dated 7 April 2008, Chengdu One Aviation is permitted to develop a parcel of land (as mentioned in Note 1 above) having a total site area of approximately 82,676.18 sq.m. including the communal area of approximately 27,706.58 sq.m.

3. PursuanttoaConstructionPlanningPermit(ܔணʈ೻஝ྌ஢̙ᗇ) No. 510107201230233 issued on 6 July 2012 and No. 510107201130424 dated 28 October 2011, Chengdu One Aviation was permitted to develop a residential, commercial and associated facilities development having a total gross floor area of approximately 141,729.89 sq.m.

4. Pursuant to a Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) No. 510101201207130001 issued on 13 July 2012 and No. 510101201111150101 dated 15 November 2011, Chengdu One Aviation was permitted to develop a residential, commercial and associated facilities (Blocks 1-3 and basement on land parcel No. 18 and 20) development having a total gross floor area of approximately 141,729.89 sq.m.

5. As advised and confirmed by management of the Vanke Group, the total development cost incurred to the existing construction works was approximately RMB122,050,000 and the estimated cost to complete the planned development schedule was RMB660,080,000 as at the Date of Valuation.

6. Pursuant to a Pre-sale Permit of Commodity Units No. 9350 and 9435, Chengdu One Aviation is allowed to dispose units in Blocks 2 and 3 of Phase III development in the market. As advised by the management of the Vanke Group, pre-sale permit for Block 1 is expected to obtain in July 2013.

7. According to the information provided and confirmed by the Vanke Group, as at Date of Valuation, approximately 22,877.69 sq.m. gross floor area in Blocks 2 and 3 of Phase III development were pre-sale at a total amount of RMB247,634,500.As the title of these units has not been transferred as at the Date of Valuation, we have factored in the value of these units in our valuation.

8. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Chengdu One Aviation has obtained the right to use the property legally by way of land grant or assignment. Chengdu One Aviation has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Chengdu One Aviation complied with various development controls and obtained the necessary documents and approvals.

(iii) Chengdu One Aviation has obtained the right to sell Blocks 2 and 3 of Phase III development of the property in the market.

– V-37 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

9. Adeveloping The property comprises a We were advised that at RMB844,200,000 composite residential development the Date of Valuation (100% interest) development known known as Jinyuhua Fu being Phase II of the property as Phases II, III, and constructed on a site having was in the process of RMB430,500,000 IV of Jinyuhua Fu, a site area of approximately construction works. Due (51% interest) Lot No. S08261 and 115,627.94 sq.m. to the nature of located at the construction works in south-western side of Construction works on the progress, we were unable the junction of property were noted at the to conduct any due Hezuohua Road and time of inspection and the diligence on the current Changjiang Xi Road site was fenced with brick occupation status of the Shushan District walls. property. Phases III and Hefei City IV of the property are in Anhui Province We were given to understand the preliminary planning The PRC 230022 that the future development stage. would be for commercial and residential purposes. The total planned gross floor area of Phase II of the development upon completion would be approximately 121,881 sq.m. for residential purpose and 21,020 sq.m. for carparking purpose. The total planned gross floor area of Phases III and IV of the development upon completion would be approximately 147,908 sq.m. for residential purpose, 30,610 sq.m. for retail purpose and 38,400 sq.m. for carparking purpose.

The property is located at a high-end residential area with developed community facilities.

The property is subject to a right to use the land for a term till 30 December 2048 for commercial purpose and till 30 December 2078 for residential purpose (see Note 1 below).

– V-38 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ɓঘຬ߅ήପϞࠢʮ̡ (translated as Hefei One Aviation Vanke Real Estate٭transferred to Υ Company Limited and hereinafter referred to as “Hefei One Aviation”), a subsidiary of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights known as He Di Shi (Qu) Jing Ying (2008)59 Hao (Υή̹(ਜ)຾ᐄ(2008)59໮) dated 4 June 2008 and made between the Land Administration Bureau of Hefei City and Hefei One Aviation, the land use rights of a parcel of land having a site area of 115,627.94 sq.m. was granted to Hefei One Aviation for a term of 40 years for commercial purpose and 70 years for residential purpose, respectively, at a consideration of RMB607,046,685. The consideration, as advised, was fully settled; and

(ii) Pursuant to a State-owned Land Use Rights Certificate No. He Guo Yong (2010) Di 200 Hao (Υ਷͜(2010)ୋ200໮) dated 20 May 2010 and issued by the People’s Government of Hefei City, the legally interest party in the land having a site area of approximately 115,627.94 sq.m. is Hefei One Aviation and for a term of use till 30 December 2048 for commercial purpose and till 30 December 2078 for residential purpose.

2. The subject property should be used for commercial and residential purposes and subject to the following development covenants:

Usage: Commercial (12%), Residential Plot ratio: ≤5.5 for commercial and ≤3.3 for Residential SiteCoverage: ≤32%forcommercialand≤22%forResidential Buildingheight: Accordingtotheplanningrequirements Greeneryarea: ≥40% Otherdevelopmentparameters: Accordingtotheplanningrequirements

3. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Di 34010420100011 Hao ήοୋ340104 2010 0011໮ dated 28 April 2010, Hefei One Aviation is permitted to develop a parcel of land having a gross floor area of approximately 116,254.62 sq.m. for residential purpose including the communal area of approximately 626.68 sq.m..

4. Pursuantto9variousConstructionPlanningPermits(ܔணʈ೻஝ྌ஢̙ᗇ) dated between 25 May 2010 and 6 July 2011 and issued by the Planning Bureau of Hefei City, Hefei One Aviation was permitted to develop foundations, Blocks 5 to 11, 15 and Basement 2-2 of the development. Together, the buildings would have a total gross floor area of approximately 134,989.5 sq.m. It is expected that the remaining units of the property will obtain such permits in between April 2013 and September 2014.

5. Pursuant to 4 various Permits to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ), Hefei One Aviation was permitted to commence construction of Blocks 5 to 11 and Basement 2-2 of the development. Together, the buildings would have a total gross floor area of approximately 135,806.9 sq.m. with the latest completed dated set at 10 December 2013. It is expected that the remaining units of the property will obtain such permits in between May 2013 and October 2014.

6. As advised and confirmed by management of the Vanke Group, the total development cost incurred for the existing construction works in Phases II to IV was approximately RMB219,832,000 and the estimated cost to complete Phases II to IV of the development was RMB1,270,833,500 as at the Date of Valuation.

7. Pursuant to 8 various Pre-sale Permit of Commodity Units , Hefei One Aviation is allowed to dispose units in Residential Blocks 5 to 11 and Basement 2-1 of the development having a total gross floor area of approximately 126,055 sq.m. in the market. As advised by the management of the Vanke Group, pre-sale permit for remaining units of the property is expected to obtain in between August 2013 and March 2016.

8. According to the information provided and confirmed by the Vanke Group, as at Date of Valuation, approximately 93,950 sq.m. gross floor area has been pre-sold out at a total amount of RMB818,296,000. As the title of these units has not been transferred as at the Date of Valuation, we have factored in the value of these units in our valuation.

– V-39 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

9. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) HefeiOneAviationhasobtainedtherighttousetheproperty legally by way of land grant or assignment. Hefei One Aviation has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term subject to approval of the mortgagee.

(ii) Land use rights of the property is subject to a mortgage.

(iii) Hefei One Aviation complied with various development controls and obtained the necessary documents and approvals.

(iv) Hefei One Aviation has obtained the right to sell the Residential Blocks 5 to 11 and Basement 2-1 of the development in the market.

– V-40 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

10. A developing The property comprises a We were advised that at RMB800,200,000 composite parcel of land having a site the Date of Valuation the (100% interest) development known area of approximately property is in the process as Phase IV of Jinse 107,326.03 sq.m. of construction works. RMB408,100,000 Mingjun erected on a Due to the nature of (51% interest) parcel of land known Construction works on the construction works in as Lot No. S12122-5 property were noted at the progress, we were unable and located at the time of inspection and the to conduct any due southern side of site was fenced with brick diligence on the current Wangjiang Xi Road walls. occupation status of the Shushan District property. Hefei City We were given to understand Anhui Province that the future development The PRC 230031 would be for commercial and residential purposes and the total gross floor area of the development upon completion would be approximately 71,807 sq.m., for residential purpose and 60,809 sq.m. for commercial purpose and 13,490 sq.m. for carparking purpose.

The property is located at a luxury residential area with developed community facilities.

The property is subject to a right to use the land for a term till 26 September 2048 for commercial purpose and till 26 September 2078 for residential purpose.

– V-41 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been ɓঘຬ߅ήପϞࠢʮ̡ (translated as Hefei One Aviation Vanke Real Estate٭transferred to Υ Ltd.) (hereinafter referred to as “Hefei One Aviation”), a subsidiary of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights known as He Di Shi (Qu) Jing Ying (2008)58 Hao (Υή̹(ਜ)຾ᐄ(2008)58໮) dated 4 June 2008 and a supplementary agreement dated 28 July 2008, and made between the Land Administration Bureau of Hefei City and Hefei One Aviation, the land use rights of a parcel of land having a site area of 107,326.03 sq.m. was granted to Hefei One Aviation for a term of 40 years for commercial purpose and 70 years for residential purpose, respectively, at a consideration of RMB611,758,371. The consideration, as advised, has been fully settled; and

(ii) Pursuant to a State-owned Land Use Rights Certificate No. He Guo Yong (2008) Di 503 Hao (Υ਷͜ (2008) ୋ503 ໮) dated 8 October 2008 and issued by the People’s Government of Hefei City, the subject land is a transferable land and has a term of use till 26 September 2048 for commercial purpose and till 26 September 2078 for residential purpose. The legally interest party in the site is Hefei One Aviation and the site area of the subject land is approximately 107,326.03 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. The subject property should be used for commercial and residential purposes and subject to the followings:

Usage: Commercial(10%),Residential Plotratio: ≤5.5forcommercialand≤3.4forResidential SiteCoverage: ≤32%forcommercialand≤22%forResidential 32% Buildingheight: Accordingtotheplanningrequirements Greeneryarea: ≥40% Other development parameters: According to the planning requirements

3. PursuanttoaPlanningPermitforUsingConstructionUsage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. Di Zi Di 340104 2008 00015 Haoήοୋ340104 2008 00015໮ dated 30 June 2008, Hefei One Aviation is permitted to develop a parcel of land having a gross floor area of approximately 118,316.74 sq.m. including the road works of approximately 10,990.71 sq.m.

4. Pursuant to 6 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ), Hefei One Aviation is permitted to develop 5 nos. of buildings and basement, being Basement carpark No. 1, Block Nos. 13-16 and No. 1 composite building of the development. Together, the buildings will have a total gross floor area of approximately 146,105.93 sq.m. upon completion.

5. Pursuant to 3 various Permits to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ), Hefei One Aviation is permitted to develop 5 nos. of buildings and basement, being No. 1 Composite Building and basement, Block Nos. 13-16 and basement of the development, upon completion, will have a total gross floor area of approximately 148,397 sq.m.

6. Pursuant to 5 various Pre-sale Permit of Commodity Units, Hefei One Aviation is allowed to dispose of Block Nos. 13 to 16 and No. 1 Composite Building in the market.

7. As advised and confirmed by the management of the Vanke Group, the total development cost incurred to the existing construction work was approximately RMB188,420,000 and the estimated cost to complete the 5 nos. of buildings and basement was RMB405,028,300 as at the Date of Valuation.

– V-42 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

8. Accordingtotheinformationprovided,asattheDateofValuation, some units of the property has been pre-sold. As the title of these units has not been transferred as at the Date of Valuation, we have factored in the value of these units in our valuation.

9. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(ii) Hefei OneAviation has mortgaged the State-owned Land Use Rights Certificate He Di Shi (Qu) Jing Ying (2008)503 Hao (Υή̹(ਜ)຾ᐄ(2008)503໮). With the consent from the mortgagor, Hefei Yihang Vanke could transfer, mortgage or other ways to dispose the land use rights of the property.

(iii) Hefei One Aviation complied with various development controls and obtained the necessary documents and approvals.

(iv) Hefei OneAviation has obtained the right to sell Block Nos. 13 to 16 and No. 1 Composite Building in the market.

– V-43 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

11. A developing Vanke Crystal City is a large We were advised that at RMB2,941,000,000 composite scale composite development the Date of Valuation the (100% interest) development with erected on two parcels of property was in the Building Nos. 5-6 in land (the “subject lots”) process of construction RMB2,495,700,000 Phase I, Building Nos. having a total site area of works. Due to the nature (84.86% interest) 12–15 and ancillary approximately 284,037.11 of construction works in buildings in Phase II, sq.m. progress, we were unable Building No. 58 in to conduct any due Phase III, Building According to the latest diligence on the current Nos. 16-17 in Phase V development plan provided occupation status of the constructing thereon by the management of the property. Phase V of the Lot Nos. 212045-101 Vanke Group, the property is development was in and 211044-102, to be developed into a initial development Vanke Crystal City residential and retail stage. (adjoining to Property composite development and No. 5 mentioned Phases I, II, III and V is above) estimated to be completed by No.8 Dengzhou the end of 2015. The total Industry Zone planned gross floor area of Er Road the Phases I, II, III and V of Tanzhou Villagers’ the property, upon Committee Chencun completion, is about 291,107 Town sq.m. of which 252,595.6 Shunde District sq.m. is attributable to Foshan City residential and carparking Guangdong Province purposes, 13,353 sq.m. is The PRC 528000 attributable to retail purpose and 25,158.4 sq.m. is attributable to ancillary and kindergarten purposes.

The property is located at a high-end residential area with developed community facilities.

The property is subject to a right to use the land for a term till 14 January 2050 for commercial purpose and till 14 January 2080 for residential purpose.

– V-44 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

(i) Pursuant to two Contract for the Grant of State-owned Construction Land Use Rights of Foshan City Nos. 440606-2009-001745 and 440606-2009-001750 dated 8 September 2009 and two amendment agreements dated 5 November 2009 (the “Head Granted Leases”), and made between the Land Resources Bureau of Foshan City, Foshan City Vanke Property Company Limited and Foshan CATIC Vanke, the land use rights of two parcels of land having a total site area of 284,037.11 sq.m. (of which the subject lot forms part of) was granted to Foshan City Vanke Property Company Limited and then transferred to Foshan CATIC Vanke for a term of 40 years for commercial purpose and 70 years for residential purpose, respectively; and

(ii) Pursuant to two State-owned Land Use Rights Certificates known as Fo Fu (Shun) Guo Yong (2010) Di 0401227 and 0401228 Hao (Нִන਷͜(2010)ୋ0401227ʿ0401228໮) both dated 25 February 2010 and issued by the People’s Government of Foshan City, land lot Nos. 212045-101 and 211044-102 (the “Lots”) are transferable land and both having a Term of use till 14 January 2050 for commercial purpose and till 14 January 2080 for residential purpose. The legally interest party in the Lots is Foshan CATIC Vanke and the total site area of the Lots is approximately 284,037.11 sq.m. The site area of the land lot No. 212045-101 (where the property situated) is approximately 215,990.23 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. Pursuant to two Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) known as Di Zi Di 440606201003103 and 440606201003113 Haoήοୋ440606201003103ʿ 440606201003113໮ both dated 9 February 2010, Foshan CATIC Vanke is permitted to develop the Lots having a total site area of approximately 284,037.08 sq.m.

3. Pursuant to 11 various Construction Planning Permits (ܔணʈ೻஝ྌ஢̙ᗇ) known as Jian Zi Di 440606201105553 Hao, Jian Zi Di 440601201200001 Hao, Jian Zi Di 440606201108242 Hao, Jian Zi Di 440606201118953 Hao, Jian Zi Di 440606201118960 Hao, Jian Zi Di 440606201118965 Hao, Jian Zi Di 440606201118951 Hao, Jian Zi Di 440601201200008 Hao, Jian Zi Di 440601201200027 Hao, Jian Zi Di 440606201116696 and Jian Zi Di 440601201200028 Hao dated between 21 March 2011 and 6 December 2012 and issued by the Foshan Shunde District City Development & Planning Zone and the Statistics Bureau, Foshan CATIC Vanke is permitted to develop Building Nos. 5, 6, 12, 13, 14, 15, 16, 17, 58, 61 (kindergarten), club house building, service centre and basement. Together, the buildings have a total gross floor area of approximately 291,107 sq.m. (including basement for car parking space) are permitted to contract.

4. Pursuant to 8 various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) Nos. 440606201104210201, 440606201105090101, 440606201109290201, 440606201203310201, 440606201203310301, 440606201206260201, 440606201209060101 and 440606201111070201 dated between 21 April 2011 and 5 September 2012 and issued by the Shunde District Foshan City Land Urban and Rural Construction and Water Conservancy Bureau, Foshan CATIC Vanke is permitted to develop Building Nos. 5, 6, 12, 13, 14, 15, 58, 61 (kindergarten), club house building and basement. Together, the buildings have a total gross floor area of approximately 206,977.61 sq.m. (including basement for car parking space) with the latest completion date of approximately 114,409.29 sq.m. set at December 2013.

5. As advised and confirmed by management of the Vanke Group, the total development cost incurred was approximately RMB883,000,000 to the existing construction works and the estimated cost to complete the planned development schedule was RMB1,200,000,000 as at the Date of Valuation.

6. Pursuantto6variousPre-salePermitsofCommodityUnits, Foshan CATIC Vanke was allowed to dispose all the flatted units in Building Nos. 5, 6, 12, 13, 14 and 15 in the market.

– V-45 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

7. According to the information provided and confirmed by the Vanke Group, as at Date of Valuation, approximately 65,850.73 sq.m. gross floor area in Building Nos. 12 to 15 has been pre-sold at a total amount of RMB577,036,000. As the title of these units has not been transferred as at the Date of Valuation, we have factored in the value of these units in our valuation.

8. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(ii) Foshan CATIC Vanke has settled the total land premium of the subject lots at RMB2,150,000,000.

(iii) Foshan CATIC Vanke has mortgaged the State-owned Land Use Rights Certificates Fo Fu Shun) Guo Yong (2010) Di Hao (Нִන਷͜(2010)ୋ0401227໮). With the consent from) the mortgagor, Foshan CATIC Vanke could transfer, mortgage or other ways to dispose the land use rights of part of the property.

(iv) Foshan CATIC Vanke complied with various development controls and obtained the necessary documents and approvals.

(v) Foshan CATIC Vanke has obtained the right to sell all the flatted units in Building Nos. 5, 6, 12, 13, 14 and 15 in the market.

– V-46 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

12. A developing Rancho Santa Fe is a large We were advised that at RMB510,900,000 composite scale residential the Date of Valuation the (100% interest) development erected development erected on two property was in the on Lot No. 0809068 parcels of land having a total process of construction RMB434,300,000 which known as site area of approximately works. Due to the nature (85% interest) Rancho Santa Fe 210,252.48 sq.m. The subject of construction works in Phases I and II of lot - Lot No. 0809068 is one progress, we were unable Lotus Resort of the two parcels of land to conduct any due (adjoining to Property and having a site area of diligence on the current No. 6 mentioned approximately 66,475.88 occupation status of the above) sq.m. (the “subject lot”). property. Shiling Town Huadu District The subject lot is situated at Guangzhou City the west of Fubin Road in Guangdong Province Lotus Resort and surrounded The PRC 510850 by low density deluxe residential developments.

According to the latest development plan provided by the management of the Vanke Group, the property is to be developed into a residential development and estimated to be completed by December 2014. The total planned gross floor area of developing units in Phases I and II of the property upon completion is about 52,044 sq.m. of which 6,633 sq.m. is attributable to villas, 46,113 sq.m. is attributable to multi-storey residential buildings, 5,413 sq.m. (433 nos.) is attributable to carparking spaces and 518 sq.m. for communal facilities.

The property is subject to a right to use the land for commercial purpose and for residential purpose. (See Note 1)

– V-47 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

Pursuant to a State-owned Land Use Rights Certificates known as Hua Guo Yong (2005)Di 721325 ਷͜(2005)ୋ721325໮) dated 26 October 2005 and issued by the People’s Government ofڀ) Hao Guangzhou City, the subject lot is a transferable land and has a term of use till 22August 2032 for commercial purpose and till 22 August 2062 for residential purpose. The legally interest party in the subject lot is Yin Ye and the total site area of the subject lot is approximately 66,475.88 sq.m. as recorded under the State-owned Land Use Rights Certificate.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. 92116 dated 30 August 1992 and reconfirmed by an approval letter dated 15 March 2007, Yin Ye is permitted to develop the two parcels of land (of which the subject lot forms part of) having a total site area of approximately 210,288 sq.m. for Lotus Resort usage.

3. Pursuant to 11 various Construction Planning Permits (ܔணʈ೻஝ྌ஢̙ᗇ) dated between 24 June 2011 and 11 August 2011 and issued by the Guangzhou City Planning Bureau, Yin Ye is permitted to build and develop a numbers of villas and multi-storey residential buildings on the subject lot with a total gross floor area of approximately 70,750.52 sq.m.

4. Pursuant to 3 various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) Nos. 440118201107190101, 440118201109150201 and 44018201109150101 both dated 15 September 2011 and issued by the Huadu District Guangzhou City Construction Administration, Yin Ye is permitted to build and develop a total gross floor area of approximately 83,331.45 sq.m. on the subject lot with the latest completion date set at 1 March 2013.

5. As advised and confirmed by management of the Vanke Group, the total development cost incurred to the existing construction works was approximately RMB397,926,000 and the estimated cost to complete the planned development schedule was RMB254,749,000 as at the Date of Valuation.

6. Pursuant to 2 various Pre-sale Permits of Commodity Units, Yin Ye was allowed to dispose of a total gross floor area of approximately 28,297.97 sq.m. in the market. Some units of the Property having gross floor area of 13,796 sq.m. as advised, are covered by the Permits. Subject to construction work progress, the management of Vanke Group will apply for relevant permit.

7. According to the information provided and confirmed by the Vanke Group, as at Date of Valuation, some units of approximately 7,293 sq.m. gross floor area have been pre-sold at a total amount of RMB95,481,665. As the title of these units has not been transferred as at the Date of Valuation, we have factored in the value of these units in our valuation.

8. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Yin Ye is unable to produce the relevant contract for the Grant of State-owned Land Use Rights and the consideration payment record due to lost of relevant document. Should Yin Ye settle the land premium of the subject lot (if any), Yin Ye would have the right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the subject lot within the remaining specified land use term.

(ii) Yin Ye complied with various development controls and obtained the necessary documents and approvals.

(iii) Yin Ye has obtained the Pre-sale Permit of Commodity Units for Blocks 1-12, Blocks 17-36/2 storeys, Blocks 37-38/9 storeys, Yin Ye has the right to sell the above flatted units in accordance with the Pre-sale Permit of Commodity Units.

– V-48 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

13. A developing Shangjingyuan is a large We were advised that at RMB91,200,000 composite scale composite development the Date of Valuation the (100% interest) development erected erected on four parcel of land property was in the on Lot No. 84-6 Qiu having a total site area of process of construction RMB77,500,000 which known as approximately 115,185.70 works. Due to the nature (85% interest) Phase I of sq.m. The subject lot – Lot of construction works in Shangjingyuan No. 84-6 Qiu is one of the progress, we were unable Xinlian Village four parcels of land and to conduct any due Chonggu Town having a site area of diligence on the current Qingpu District approximately 6,029.40 sq.m. occupation status of the Shanghai (the “subject lot”). property. The PRC 201702 According to the latest development plan provided by the management of the Vanke Group, the property is to be developed into a commercial development and estimated to be completed in September 2013. The total gross floor area of the property is about 6,489.96 sq.m. upon completion.

The property is situated in a mixed residential commercial development area with high retail occupancy rate.

The property is subject to a right to use the land for a term of 40 years commencing from 11 July 2010 till 10 July 2050 for commercial usage. (See Note 1)

– V-49 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. TherightstopossessthelandisheldbytheStateandtherights to use the land have been granted by the State to Shanghai Chongwan Property Co., Ltd ɪऎࠠຬໄุϞࠢʮ̡ (hereinafter referred to as “Shanghai Chongwan”), a jointly controlled entity of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights dated 8 June 2010 and made between the Shanghai Qingpu Planning and Land Administration Bureau (ɪऎ ऌਜ஝ྌձɺή၍ଣ҅) and Shanghai Chongwan, the land use rights of a parcel ofڡ̹ land having a site area of 118,417.7 sq.m. was granted to Shanghai Chongwan for a term of 50 and 70 years for commercial and residential purpose, respectively, at a consideration of RMB790,912,743. The consideration has been settled; and

(ii) Pursuant to a Shanghai Certificate of Real Estate Ownership – Hu Fang Di Qing Zi (2010) ο(2010)ୋ014418໮) dated 5 November 2010 and issued by theڡήגDi 014418 Hao (လ ၍ଣ҅) and܊גღձڭגShanghai Housing Security & Administration Bureau (ɪऎ̹И the Shanghai Planning, Land & Resources Administration Bureau (ɪऎ̹஝ྌձ਷ɺ༟๕ ၍ଣ҅), Shanghai Chongwan has a right to use the land having a site area of 6,029.40 sq.m. for a term of 40 years commencing from 11 July 2010 till 10 July 2050 for commercial purpose.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Di ή (2010) EA31011820101179໮) dated 26ڡHu Qing Di (2010) EA31011820101179 Hao (ήοୋလ ڡAugust 2010 issued by the Shanghai Qingpu Planning and Land Administration Bureau (ɪऎ̹ ऌਜ஝ྌձɺή၍ଣ҅), Shanghai Chongwan is permitted to develop a parcel of land (of which the subject lot forms part of) having a total site area of approximately 118,417.70 sq.m. for composite purpose.

3. Pursuant to a Construction Planning Permits (ܔணʈ೻஝ྌ஢̙ᗇ) Jian Zi Di Hu Qing Jian FA31011820111023) dated 9 June 2011 and (2011) ܔڡοୋလܔ) FA31011820111023 Hao (2011) ऌਜ஝ྌձڡissued by the Shanghai Qingpu Planning and Land Administration Bureau (ɪऎ̹ ɺή၍ଣ҅), Shanghai Chongwan is permitted to develop a 3-storey commercial building on the subject lot with a total gross floor area of approximately 6,489.96 sq.m.

4. Pursuant to a Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) Bian Hao 1001QP0018D01310118201007090819 (ᇜ໮1001QP0018D01310118201007090819) dated 26 October 2010 and issued by the Shanghai Architectural Administration Office (ɪऎ̹ܔጘุ၍ଣ፬ʮ܃), a commercial building having a total gross floor area of approximately 6,489.96 sq.m. was permitted to commence construction.

5. As advised and confirmed by management of the Vanke Group, the total development cost incurred to the existing construction works was approximately RMB40,591,000 and the estimate cost to complete the planned development schedule was RMB7,163,000 as at the Date of Valuation.

6. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Shanghai Chongwan has obtained the right to use the property legally by way of land grant or assignment. Shanghai Chongwan has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Shanghai Chongwan complied with various development controls and obtained the necessary documents and approvals.

– V-50 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

14. A developing Vanka Tianqinwan is a large We were advised that at RMB1,300,000,000 composite scale composite development the Date of Valuation the (100% interest) development erected (which include Property No. property was in the on Lot No. 17 and No. 18 mentioned process of construction RMB650,000,000 JB0010420102000 and below) erected on three works. Due to the nature (50% interest) located at Vanke parcels of land having a total of construction works in Tianqinwan site area of approximately progress, we were unable (Southern Portion) 433,871.79 sq.m. The subject to conduct any due Dashiba Group Lot lot-Lot A1–5, Lot A1–7 and diligence on the current A1-5, Lot A1-7 and lot A1–8, of which the occupation status of the Lot A1-8 property is situated at, is one property. (adjoining to Property of the three parcels of land No. 17 and No. 18 having a site area of mentioned below) approximately 186,517.30 Chongqing City sq.m. The PRC 400021 We were given to understand that the future development would be for commercial and residential purposes and the total gross floor area of the development upon completion would be approximately 385,425 sq.m., of which approximately 125,509.93 sq.m. have obtained the necessary permits, and approximately 259,915.07 sq.m. have not obtained the permits and expected to be completed in June 2014.

The property is located at a high end residential area mainly with villas and golf courses developments.

The property is subject to a right to use the land for a term of use till 30 December 2050 for commercial purpose and till 30 December 2060 for residential purpose. (See Note 1)

– V-51 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. The rights to possess the land is held by the State and the rights to use the land has been transferred to ࠠᅅʕঘຬ߅ࢡ౻ໄุϞࠢʮ̡ (translated as Chongqing Zhong Hang Vanke Real Estate Ltd. and hereinafter referred to as “Chongqing Zhong Hang Vanke”), a subsidiary of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Transfer of State-owned Land Use Rights known as Yu Di (2010) He Zi (Jiang Bei) Di 128 Hao (ಽή(2010)Υοୋ128໮) dated 21 July 2010, and made ၍ଣ҅ (translated as Chongqing Homeland Resource and܊גbetween ࠠᅅ̹਷ɺ༟๕ձ Housing Management Bureau) and Chongqing Zhong Hang Vanke, the land use rights of a parcel of land having a total site area of 188,146 sq.m. was granted to Chongqing Zhong Hang Vanke at a consideration of RMB760,190,000. The considerations has been fully settled.

(ii) Pursuant to a Realty Title Certificate known as 103D Fang Di Zheng 2011 Zi Di 50161 Hao ήᗇοୋ50161໮) dated 19 October 2011 and issued by the Chongqing Landג103D) Resources and Housing Bureau, the subject lot is a transferable land and has a term of use till 30 December 2050 for commercial purpose and till 30 December 2060 for residential purpose. The legally interested party in the site is Chongqing Zhong Hang Vanke and the total site area of the property is approximately 186,517.30 sq.m.

2. Pursuant to a Planning Permits for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) No. 500105201100089 dated 30 March 2011, Chongqing Zhong Hang Vanke is permitted to develop a parcel of land having a total site area of approximately 188,146.19 sq.m. for residential and commercial purposes.

3. Pursuant to 3 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) Nos. 500105201200029 dated 28 April 2012, 500105201200040 dated 21 May 2012 and 500105201200053 dated 28 June 2012 and issued by the Chongqing City Planning Bureau, Chongqing Zhong Hang Vanke is permitted to build and develop 15 nos. of multi-storey residential buildings on the subject lot with a total gross floor area of approximately 125,509.93 sq.m.

4. Pursuant to 3 various Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) Nos. 500105201207170101 dated 2 July 2012, 500105201208150101 dated 15 August 2012 and 500105201209260101 dated 26 September 2012 and issued by the Chongqing Municipal Commission of Urban-Rural Development, Chongqing Zhong Hang Vanke is permitted to build and develop a development having a total gross floor area of approximately 125,509.93 sq.m. on the subject lot with the latest completion of approximately 26,693.42 sq.m. set at 30 July 2014.

5. As advised and confirmed by management of the Vanke Group, the total development cost incurred to the existing construction works was approximately RMB472,318,000 and the estimated cost to complete the planned development schedule was RMB1,654,240,000 as at the Date of Valuation.

6. According to the information provided, as at Date of Valuation, approximately a total gross floor area of 97,966 sq.m. has been completed.

7. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Chongqing Zhong Hang Vanke has obtained the right to use the property legally by way of land grant or assignment. Chongqing Zhong Hang Vanke has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Chongqing Zhong Hang Vanke has mortgaged the State-owned Land Use Rights ήᗇοୋ50161໮). With theגCertificates 103D Fang Di Zheng 2011 Zi Di 50161 Hao (103D consent from the mortgagor, Chongqing Zhong Hang Vanke could transfer, mortgage or other ways to dispose the land use rights of the property.

(iii) Chongqing Zhong Hang Vanke complied with various development controls and obtained the necessary documents and approvals.

– V-52 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

15. A developing Jinse Licheng Jiayuan is a We were advised that at RMB1,450,700,000 residential large scale residential the Date of Valuation the (100% interest) development erected development erected on a property was in the on Lot No. parcel of land having a total process of construction RMB1,233,100,000 05-002-(1609)-076 site area of approximately works. Due to the nature (85% interest) which known as Jinse 99,092.70 sq.m. of construction works in Licheng Jiayuan progress, we were unable No.6 Ou Qian Road According to the latest to conduct any due Jinchang District development plan provided diligence on the current Suzhou City by the management of the occupation status of the Jiangsu Province Vanke Group, the property is property. The PRC 215008 to be developed into a residential development in three phases. Phase I is estimated to be completed in May 2013; Phase II is estimated to be completed in October 2015; and Phase III is estimated to be completed in August 2016. The total gross floor area of the property is about 298,134 sq.m. upon completion.

The property is located at a residential area with sufficient communal facilities.

The property is subject to a right to use the land for a term till 6 March 2081 for residential purpose. (See Note 1)

– V-53 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. TherightstopossessthelandisheldbytheStateandtherights to use the land have been granted ήପϞࠢʮ̡ (translated as Suzhou Kejian Properties Co., Ltd (andגܔby the State to ᘽψ߅ hereinafter referred to as “Suzhou Kejian”), a subsidiary of AVIC Vanke, through the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights dated 30 January 2011 and made between the Suzhou Land Administration Bureau (ᘽψ̹਷ɺ༟๕҅) and Suzhou Kejian, the land use rights of a parcel of land having a site area of 99,092.70 sq.m. was granted to Suzhou Kejian for a term of 70 years till 6 March 2081 for residential purpose at a consideration of RMB1,020,000,000. The consideration has been fully settled; and

(ii) Pursuant to a State-owned Land Use Rights Certificate known as – Su Guo Yong (2011) Di 0510004 Hao (ᘽ਷͜(2011)ୋ0510004໮) dated 22 June 2011 and issued by the Suzhou Land Administration Bureau (ᘽψ̹਷ɺ༟๕҅), Suzhou Kejian has a right to use a parcel of land having a site area of 99,092.70 sq.m. for a term till 6 March 2081 for residential purpose.

2. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Di 320501201100027 Hao(ήοୋ320501201100027໮) dated 10 May 2011 and issued by the Suzhou Planning Administration Bureau (ᘽψ̹஝ྌ҅), Suzhou Kejian is permitted to develop a parcel of land having a total site area of approximately 99,105 sq.m. for residential purpose.

3. Pursuant to two various Construction Planning Permits (ܔணʈ೻஝ྌ஢̙ᗇ) Jian Zi Di 320501201100062 Hao (ܔοୋ320501201100062໮) dated 5 July 2011 and Jian Zi Di 320501201200045 Hao (ܔοୋ320501201200045໮) dated 20 April 2012 and both issued by the Suzhou Planning Administration Bureau (ᘽψ̹஝ྌ҅), Suzhou Kejian is permitted to develop a numbers of multi-storey buildings Block Nos. 1–6, 10, 16 and basement, carpark basement 1 and 2 on the subject lot with a total gross floor area of approximately 186,098 sq.m. on the subject lot.

4. As advised by management of the Vanke Group, the Construction Planning Permit (ܔணʈ೻஝ྌ஢ ̙ᗇ) for the Block 8 and 15 of Phase II did not obtain as at the Date of Valuation. It is estimated that the permit will be obtained in August 2013.

5. AsadvisedandconfirmedbymanagementoftheVankeGroup, the Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) for Phase 3 did not obtain as at the Date of Valuation. It is estimated that the permit will be obtained in March 2014.

6. Pursuant to a Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) No. 320501201108030601 גdated 3 August 2011 and issued by the Suzhou Housing and Urban Planning Bureau (ᘽψ̹И ண҅), a numbers of multi-storey residential buildings having a total gross floor area ofܔձ۬ඊ approximately 117,080 sq.m were permitted to commence construction.

7. Pursuant to a Permit to Commence Construction (ܔጘʈ೻݄ʈ஢̙ᗇ) No. 320501201208210101 גdated 21 August 2012 and issued by the Suzhou Housing and Urban Planning Bureau (ᘽψ̹И ண҅), two multi-storey residential buildings having a total gross floor area ofܔձ۬ඊ approximately 69,018 sq.m were permitted to commence construction.

8. As advised by management of the Vanke Group, the total development cost incurred to the existing construction works was approximately RMB112,750,000 and the estimate cost to complete the planned development schedule was RMB1,293,380,000 as at the Date of Valuation.

9. Pursuantto3variousPre-salePermitofCommodityUnits, Suzhou Kejian is allowed to dispose of Block Nos. 1 to 6, 10 and 14, a total gross floor area of approximately 139,551.13 sq.m. in the market.

– V-54 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

10. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Suzhou Kejian has obtained the right to use the property legally by way of land grant. Suzhou Kejian has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

(ii) Suzhou Kejian has mortgaged the State-owned Land Use Rights Certificates known as Su Guo Yong (2011) Di 0510004 Hao (ᘽ਷͜(2011)ୋ0510004໮). With the consent from the mortgagor, Suzhou Kejian could transfer, mortgage or other ways to dispose the land use rights of the property.

(iii) Suzhou Kejian complied with various development controls and obtained the necessary documents and approvals.

(iv) Suzhou Kejian has obtained the right to sell all the flatted units in Block Nos. 1, 2, 3, 4, 5 and 6, Block Nos. 10 and 14 in the development in the market.

– V-55 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group Particulars of as at 31 December Property Descriptionandtenure occupancy 2012

16. Vanke City The property comprises a large scale We were advised that RMB2,422,400,000 Development Project commercial and residential project at the Date of (100% interest) at Zhuangshi Street to known as Vanke City which is Valuation, Phases I, II the North of constructed on two parcels of lands and VI of the property RMB2,059,000,000 Zhuangshi Avenue with a total site area of were in the process of (85% interest) (Lot No. 2), approximately 156,071 sq.m. construction works. Zhuangshi Street to Due to the nature of the West of Tongxin According to the latest development construction works in Road, to the North of plan provided, the property is to be progress, we were Zhuangshi Street developed into a commercial, unable to conduct any (Lot No. 1) residential and hotel mixed due diligence on the Ningbo City development. The total gross floor current occupation Zhejiang Province area of the property upon status of the property. The PRC 315200 completion is about 447,243.71 sq.m. Phase III of the property is pending for Phase I development upon future use. completion will have a total gross floor area of 184,700.68 sq.m. (119,842.34 sq.m. is attributable to high-rise residential, 16,665.85 sq.m. is attributable to retail, and 35,650.57 sq.m. for ancillary facilities and 12,541.92 sq.m. for carparking purpose). It is estimated to be completed in May 2013.

Phase II development upon completion will have a total gross floor area of 105,205.37 sq.m. (76,205.91 sq.m. is attributable to residential, 3,015.91 sq.m. is attributable to retail, and 16,252.75 sq.m. for ancillary facilities and 9,730.80 sq.m. for carparking purpose). It is estimated to be completed in September 2014.

Phase III development upon completion will have a total gross floor area of 91,707.7 sq.m. for residential purpose. It is estimated to be completed in September 2015.

Phase VI development upon completion will have a total gross floor area of 65,629.96 sq.m. (10,061.30 sq.m. is attributable to catering & entertainment, 32,763.77 sq.m. is attributable to hotel & others, 151.1 sq.m. for ancillary facilities and 22,653.79 sq.m. for basement purpose). It is estimated to be completed in December 2016.

The property is located at a high-end residential area with sufficient communal facilities.

The property is subject to a right to use the land for a term till 19 August 2050 for hotel usage, 4 May 2051 for commercial purpose and till 4 May 2081 for residential purpose (see Note 1 below).

– V-56 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Notes:

1. TherightstopossessthelandisheldbytheStateandtherights to use the land has been granted ໄุϞࠢʮ̡ (translated as Shanghai Vanke Changning Real Estate Companyྐྵڗto ɪऎຬ߅ ʕຬໄุϞࠢʮ̡تྐྵ Limited and hereinafter referred to as “Shanghai Vanke”) and inherited to (Ningbo AVIC Vanke Real Estate Company Limited and hereinafter referred to as “Ningbo AVIC”), a jointly controlled entity of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights dated 4 June 2008 made between the Land Administration Bureau of Ningbo City and Shanghai Vanke, the land use rights of a parcel of land having a site area of 226,777 sq.m. (in which the property forms part) was granted to Shanghai Vanke at a consideration of RMB2,100,000,000.

(ii) According to the PRC legal opinion, the rights and obligations of the Contract was inherited by Ningbo AVIC.

(iii) Pursuant to a State-owned Land Use Rights Certificate known as Yong Guo Yong (2010) Di 0606183 Hao (Ӱ਷͜2010ୋ0606183໮) dated 28 September 2010 and issued by the Land Resources Bureau of Ningbo City, the legally interest party in the land having a site area of approximately 26,916 sq.m. (Land Parcel 1) is Ningbo AVIC and for a term of use till 9 August 2050 for residential and restaurant purpose.

(iv) Pursuant to a State-owned Land Use Rights Certificate known as Yong Guo Yong (2011) Di 0606642 Hao (Ӱ਷͜2011ୋ0606642໮) dated 26 August 2011 and issued by the Land Resources Bureau of Ningbo City, the legally interest party in the land having a site area of approximately 129,155 sq.m. (Land Parcel 2) is Ningbo AVIC and for a term of use till 4 May 2081 for residential, till 4 May 2051 for commercial purpose.

2. Pursuant to 2 various Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Di (2010) Zhe Gui (Di) Zheng 0205143ήοୋ(2010)ए஝ήᗇ0205143 and Di Zi Di (2010) Zhe Gui (Di) Zheng 0205144ήοୋ(2010)ए஝ήᗇ0205144 and both dated 14 September 2010, Ningbo AVIC is permitted to develop a parcel of land having a total site area of approximately 156,071 sq.m.

3. Pursuant to 3 various Construction Planning Permit (ܔணʈ೻஝ྌ஢̙ᗇ) dated in between 13 October 2011 and 26 July 2012 and issued by the Planning Bureau of Ningbo City, Ningbo AVIC was permitted to develop Phases I, II and VI of the development, which upon completion will have a total gross floor area of approximately 186,147.6 sq.m. for Phase I for residential and commercial usages, approximately 106,211 sq.m. for Phase II and approximately 65,630.36 sq.m. for hotel purpose for Phase VI.

4. Pursuantto4variousPermittoCommenceConstruction(ܔጘʈ೻݄ʈ஢̙ᗇ), Ningbo AVIC was permitted to commence construction of Areas Aand B of Phase 1 having a total gross floor area of approximately 186,151 sq.m., 106,211.39 sq.m. for Phase II and 65,630 sq.m. for hotel of Phase VI with the latest completed dated set at 15 May 2014.

5. As advised and confirmed by the management of the Vanke Group, the total development cost incurred to the existing construction works for Phases I, II, III and VI was approximately RMB977,767,000, as at the Date of Valuation. The estimated cost to complete Phases I, II, III and VI of the development was RMB678,929,000 as at the Date of Valuation.

6. Pursuant to 2 various Pre-sale Permit of Commodity Units, Ningbo AVIC is allowed to dispose commodity units in Phases I and II of the development in the market.

7. According to the information provided, as at the Date of Valuation, Ningbo AVIC did not obtain the Construction Planning Permits (ܔணʈ೻஝ྌ஢̙ᗇ) for Phase III. It is estimated that the permit will be obtained in March 2013.

– V-57 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

8. According to the information provided and confirmed by the Vanke Group, as at Date of Valuation, some units of a total gross floor area of approximately 138,087.97 sq.m. have been pre-sold out at a total amount of RMB1,658,314,094. As the title of these units has not been transferred as at the Date of Valuation, we have factored in the value of these units in our valuation.

9. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Ningbo AVIC has obtained the right to use the property legally by way of land grant or assignment. Ningbo AVIC has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term subject to approval of the mortgagee.

(ii) The land use rights about 26,916 sq.m. of the property is subject to a mortgage.

(iii) Ningbo AVIC complied with various development controls and obtained the necessary documents and approvals.

(iv) Ningbo AVIC has obtained the right to sell the commodity units in Phases I and II of the development of the property in the market.

– V-58 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Group III – Properties held for future development by the Vanke Group under long-term title certificates in the PRC and valued on market value basis

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

17. A parcel of land The property comprises a We were advised that at RMB616,900,000 known as Lot No. A-F parcel of land having a site the Date of Valuation the (100% interest) Section A of the area of approximately property consists of some northern side of 118,631.59 sq.m. buildings which planning RMB308,500,000 Shiman River to be removed at a later (50% interest) (adjoining to Property The property is located at a date. No. 14 mentioned high end residential area above and No. 18 mainly with villas and golf mentioned below) courses development. Jiangbei District Chongqing The property is subject to a The PRC 400021 right to use the land for a term till 30 June 2043 and 30 June 2053 for commercial and residential purposes, respectively.

Notes:

1. TherightstopossessthelandisheldbytheStateandtherights to use the land have been granted by the State to ࠠᅅຬᏵໄุϞࠢʮ̡ (translated as Chongqing Wanbin Property Co., Ltd. and hereinafter referred to as “Chongqing Wanbin”), a subsidiary of AVIC Vanke, via the following way:

גi) Pursuant to a Realty Title Certificate – 103D Fang Di Zheng 2010 Zi Di 01557 Hao (103D) ήᗇ2010οୋ01557໮) dated 16 August 2010 and issued by the Chongqing Homeland ၍ଣ҅), Chongqing܊גResource and Housing Management Bureau (ࠠᅅ̹਷ɺ༟๕ʿ Wanbin has a right to use a parcel of land having a site area of 118,631.59 sq.m. or a term till 30 June 2043 and 30 June 2053 for commercial and residential purpose, respectively.

2. According to the State-owned Land Use Rights Certificate and a preliminary approval letter issued by Chongqing Development Committee (ࠠᅅ̹ܔண։ࡰึ) in 2004, the subject property should be used for residential and commercial purposes and subject to the following development covenants:

TotalGrossFloorArea: 33,605.58sq.m. Plot ratio: Ù0.28 Site Coverage: Ù17% Greenery area: Ú63% Other development parameters: According to the planning requirements

3. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) ChongqingWanbinhasobtainedtherighttousetheproperty legally by way of land grant or assignment.

(ii) Chongqing Wanbin has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

– V-59 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

18. A parcel of land The property comprises a We were advised that as RMB669,400,000 known as Sub-section parcel of land having a site at the Date of Valuation (100% interest) A, B, C andD ofLot area of approximately the property was vacant. No. A1-6/01 and a 128,722.90 sq.m. RMB334,700,000 parcel of land known (50% interest) as Lot No. A1-3/01 The property is located at in located at Section A high end residential area of Da Shi Ba mainly with villas and golf (adjoining to Property courses developments. No. 14 and No. 17 mentioned above) The property is subject to a Jiangbei District right to use the land for a Chongqing term till 30 December 2060 The PRC 400021 for residential purpose and till 30 December 2050 for commercial purpose.

Notes:

1. TherightstopossessthelandisheldbytheStateandtherights to use the land have been granted by the State to ࠠᅅʕঘຬ߅ථᏊໄุϞࠢʮ̡ (translated as Chongqing Zhonghang Wanke Yunling Property Co., Ltd. and hereinafter referred to as “Chongqing Zhonghang”), a subsidiary of AVIC Vanke, via the following ways:

(i) Pursuant to a Contract for the Grant of State-owned Land Use Rights dated 23 July 2010 and made between Chongqing Homeland Resource and Housing Management Bureau (ࠠ ၍ଣ҅) and Chongqing Zhonghang, the land use rights of a parcel of܊גᅅ̹਷ɺ༟๕ʿ land having a site area of 128,722.90 sq.m. was granted to Chongqing Zhonghang for a term till 30 December 2060 for residential purpose and till 30 December 2050 for commercial purpose.

גii) Pursuant to a Realty Title Certificate – 103D Fang Di Zheng 2011 Zi Di 50162 Hao (103D) ήᗇ2011οୋ50162໮) dated 19 October 2011 and issued by the Chongqing Homeland ၍ଣ҅), Chongqing܊גResource and Housing Management Bureau (ࠠᅅ̹਷ɺ༟๕ʿ Zhonghang has a right to use the land having a site area of 4,414.70 sq.m. for a term till 30 December 2060 for residential purpose.

גiii) Pursuant to a Realty Title Certificate – 103D Fang Di Zheng 2011 Zi Di 50163 Hao (103D) ήᗇ2011οୋ50163໮) dated 19 October 2011 and issued by the Chongqing Homeland ၍ଣ҅), Chongqing܊גResource and Housing Management Bureau (ࠠᅅ̹਷ɺ༟๕ʿ Zhonghang has a right to use the land having a site area of 7,326.30 sq.m. for a term till 30 December 2060 for residential purpose.

גiv) Pursuant to a Realty Title Certificate – 103D Fang Di Zheng 2011 Zi Di 50164 Hao (103D) ήᗇ2011οୋ50164໮) dated 19 October 2011 and issued by the Chongqing Homeland ၍ଣ҅), Chongqing܊גResource and Housing Management Bureau (ࠠᅅ̹਷ɺ༟๕ʿ Zhonghang has a right to use the land having a site area of 14,061.30 sq.m. for a term till 30 December 2060 for residential purpose.

גv) Pursuant to a Realty Title Certificate – 103D Fang Di Zheng 2011 Zi Di 50165 Hao (103D) ήᗇ2011οୋ50165໮) dated 19 October 2011 and issued by the Chongqing Homeland ၍ଣ҅), Chongqing܊גResource and Housing Management Bureau (ࠠᅅ̹਷ɺ༟๕ʿ Zhonghang has a right to use the land having a site area of 102,920.60 sq.m. for a term till 30 December 2060 for residential purpose.

– V-60 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

2. The subject property should be used for mainly residential purpose and ancillary commercial purpose and subject to the following development covenants:

TotalGrossFloorArea: 188,505.53sq.m. Plot ratio: Ù2 for Lot No. A1-3/01, and Ù1.28 for Lot No. A1-6/01 Site Coverage: Ù25 % Buildingheight: 36metersforLotNo.A1-3/01,and 18 meters for Lot No. A1-6/01 Greenery area: Ú30% Other development parameters: According to the planning requirements

3. Pursuant to a Planning Permit for Using Construction Usage Land (ܔண͜ή஝ྌ஢̙ᗇ) Di Zi Di 500105201100099 Hao (ήοୋ500105201100099໮) dated 12 April 2011 issued by ࠠᅅ̹஝ྌ҅ (translated as Urban Planning Bureau of Chongqing City), Chongqing Zhonghang is permitted to develop the four parcels of land having a total site area of approximately 128,722.90 sq.m.

4. According to the legal opinion as prepared by the Company’s PRC legal adviser, the following opinions are noted:

(i) Chongqing Zhonghang has obtained the right to use the property legally by way of land grant or assignment.

(ii) The property is subject to mortgage.

(iii) Chongqing Zhonghang has an absolute right to possess and use the property and, subject to the approval of the mortgagee, has the right to transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

– V-61 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandtenure Particularsofoccupancy 2012

19. 2 parcels of land The property comprises 2 We were advised that at RMB480,800,000 located at northern parcels of land having a total the Date of Valuation the (100% interest) side of Zhuang Shi Da site area of approximately property was vacant. Dao Zhuang Shi Road 70,706 sq.m. RMB408,700,000 Zhen Hai District (85% interest) Ningbo City The property is located at a Zhejiang Province high-end residential area The PRC 315200 with sufficient communal facilities.

The property is subject to a right to use the land for a term of 40 and 70 years for commercial and residential purpose, respectively.

Notes:

(ii) Pursuant to a State-owned Land Use Right Certificate known as Yong Guo Yong (2013) Di 0600401 Hao (Ӱ਷͜2013ୋ0600401໮) dated 18 January 2013, and issued by the Land Resources Bureau of Ningbo City, the legally interest party in the land having a site area of approximately 25,442.00 sq.m. (Land Parcel 3) is Ningbo Zhongwan and for a team of use till 23 July 2052 for commercial usage.

2. As advised by the management of the Vanke Group, the relevant state-owned Land Use Right for Lot 4 is in application and expected to obtain in March 2013.

3. The subject property should be used for residential, office and commercial purposes and subject to the following development covenants:

Parcel 3 Land – Commercial and office purposes:

Plot ratio: Ú1.5 and < 1.8 Sitecoverage: <45% Buildingheight: 60metersandcomplyairportheightrequirements Greenery area: Ú20%, Ù35% Other development parameters: According to the planning requirements

– V-62 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Parcel 4 Land – Commercial and residential purposes:

Plot ratio: Ú1.5 and < 2 Gross floor area: Ù6,000 sq.m. for commercial SiteCoverage: <30% Buildingheight: 80metersandcomplyairportheightrequirements Greenery area: Ù30% and comply relevant greenery regulations Other development parameters: According to the planning requirements

4. AccordingtothelegalopinionaspreparedbytheCompany’s PRC legal adviser, and based on the information made available at 31 December 2012, the following opinions are noted:

(i) Chongqing Wanbin has fully paid the consideration of the property and has obtained the right to use the property legally by way of land grant or assignment.

(ii) Chongqing Wanbin is in the process of apply for the relevant State-owned Land Use Rights Certificate and there is no legal impediment for such application.

(iii) Once obtaining the relevant State-owned Land Use Rights Certificate, Chongqing Wanbin has an absolute right to possess, use, transfer, lease, mortgage or other uses comply with the relevant laws and regulations in the PRC regarding the land use rights of the property within the remaining specified land use term.

– V-63 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Group IV - Properties occupied by the Vanke Group under operating leases in the PRC

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandoccupancy 2012

20. Unit 2202-04A The property comprises an office unit on Level 22 of a No Commercial AVIC Plaza 26-storey office building which was completed in about Value No. B10 2000. Dong San Huan Zhong Road According to the information made available to us, the Chaoyang District property has a gross floor area of approximately 520 sq.m. Beijing The PRC 100022 The property is rented to the Vanke Group for a term of 1 year from 1 June 2012 to 31 May 2013 at a monthly rental RMB94,900 (including management fees).

The property was occupied by the Vanke Group for office purpose as at the Date of Valuation.

Notes:

The lessor of the property is ̏ԯЎၪдৢֳ၍ଣϞࠢʮ̡ (translated as Beijing AVIC Hotel .1 Management Co., Ltd.), a related company to the Company.

2. Thelesseeofthepropertyis ʕঘຬ߅Ϟࠢʮ̡ (translated as AVIC International Vanke Co., Ltd.), a subsidiary of the Company.

– V-64 – APPENDIX V PROPERTY VALUATION REPORT OF AVIC VANKE

Amount of valuation in existing state attributable to the Vanke Group as at 31 December Property Descriptionandoccupancy 2012

21. Unit 2205-06A The property comprises an office unit on Level 22 of a No Commercial AVIC Plaza 26-storey office building which was completed in about Value No. B10 2000. Dong San Huan Zhong Road According to the information made available to us, the Chaoyang District property has a gross floor area of approximately 300 sq.m. Beijing The PRC 100022 The property is rented to the Vanke Group for a term of 1 year from 1 November 2012 to 31 October 2013 at a monthly rental RMB54,750 (including management fees).

The property was occupied by the Vanke Group for office purpose as at the Date of Valuation.

Notes:

The lessor of the property is ̏ԯЎၪдৢֳ၍ଣϞࠢʮ̡ (translated as Beijing AVIC Hotel .1 Management Co., Ltd.), a related company to the Company.

2. Thelesseeofthepropertyis ʕঘຬ߅Ϟࠢʮ̡ (translated as AVIC International Vanke Co., Ltd.), a subsidiary of the Company.

– V-65 – APPENDIXVIGENERALINFORMATION

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

DISCLOSUREOFINTEREST

Directors, Supervisors and Chief Executive

As at the Latest Practicable Date, so far as was known to the Directors and the chief executive of the Company, none of the Directors or supervisors or chief executives of the Company was interested in any share, underlying share or debenture of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any Director or supervisor or chief executive of the Company were taken or deemed to have under such provisions of the SFO) or which was required to be entered into the register maintained by the Company under section 352 of the SFO or which was required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed lssuers.

Substantial Shareholder

As at the Latest Practicable Date, so far as was known to the Directors or the chief executive of the Company, the following are the details of the persons (other than the Directors, supervisors or chief executives of the Company) who had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, 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 any member of the Group:

– VI-1 – APPENDIXVIGENERALINFORMATION

Long position in the Shares:

Approximate Approximate percentage percentage Number and of the same of total Name of class of class of registered Shareholder Capacity securities securities share

Domestic Shares Aviation Interest of 1,634,608,792 196.24% 147.18% Industry controlled Domestic Shares corporations (Note 1)

AVIC Beneficial owner 1,329,499,564 159.61% 119.71% International and interest of Domestic Shares controlled (Note 1) corporation

AVICShenzhen Beneficialowner 429,774,574 51.60% 38.70% Domestic Shares (Note 1)

BeijingRaise Beneficialowner 305,109,228 36.63% 27.47% Domestic Shares (Note 1)

H Shares LiKa-Shing Interestof 29,644,000 10.67% 2.67% controlled H Shares corporations and (Note 2) founder of discretionary trusts

Cheung Kong Interest of 29,644,000 10.67% 2.67% (Holdings) controlled H Shares Limited corporations (Note 2)

Li Ka-Shing Trustee and 29,644,000 10.67% 2.67% Unity Trustee beneficiary of a H Shares Corporation trust (Note 2) Limited

– VI-2 – APPENDIXVIGENERALINFORMATION

Approximate Approximate percentage percentage Number and of the same of total Name of class of class of registered Shareholder Capacity securities securities share

Li Ka-Shing Trustee and 29,644,000 10.67% 2.67% Unity beneficiary of a H Shares Trustcorp trust (Note 2) Limited

Li Ka-Shing Trustee 29,644,000 10.67% 2.67% Unity Trustee H Shares Company (Note 2) Limited

Cheung Kong Interest of 14,823,000 5.34% 1.33% Investment controlled H Shares Company corporation (Note 2) Limited

Empire Grand Beneficialowner 14,823,000 5.34% 1.33% Limited H Shares (Note 2)

Hutchison Beneficialowner 14,823,000 5.34% 1.33% International H Shares Limited (Note 2)

Hutchison Interest of 14,823,000 5.34% 1.33% Whampoa controlled H Shares Limited corporation (Note 2)

JiangJianJun Interestof 18,262,000 6.57% 1.64% controlled H Shares corporation (Note 2)

Huayin Group Beneficialowner 18,262,000 6.57% 1.64% Investment H Shares Development (Note 2) Co., Ltd

Notes:

1. Aviation Industry owns 76.83% of the equity interest in AVIC International, which in turn owns 100% of the equity interest in AVIC Shenzhen. Hence, Aviation Industry is deemed, or taken to be, interested in all Shares AVIC International and AVIC Shenzhen are interested in, respectively.

– VI-3 – APPENDIXVIGENERALINFORMATION

Aviation Industry owns 60% of the equity interest in Beijing Raise. Hence, Aviation Industry is deemed, or taken to be, interested in all Shares Beijing Raise is interested in.

AVIC International owns 100% of the equity interest in AVIC Shenzhen. Hence, AVIC International is deemed, or taken to be, interested in all Shares AVIC Shenzhen is interested in.

As at the Latest Practicable Date:

(1) AVIC International held: (A) 437,264,906 Domestic Shares, representing approximately 39.37% of the issued share capital of the Company; and (B) PSCS in the amount of RMB1,604,736,493 which may be converted into 462,460,084 Domestic Shares at the initial conversion price of RMB3.47 (subject to adjustment pursuant to the terms of the PSCS).

(2) AVIC Shenzhen held: (A) 395,709,091 Domestic Shares, representing approximately 35.63% of the issued share capital of the Company; and (B) PSCS in the amount of RMB118,207,225 which may be converted into 34,065,483 Domestic Shares at the initial conversion price of RMB3.47 (subject to adjustment pursuant to the terms of the PSCS).

(3) Beijing Raise held PSCS in the amount of RMB1,058,729,021 which may be converted into 305,109,228 Domestic Shares at the initial conversion price of RMB3.47 (subject to adjustment pursuant to the terms of the PSCS).

2. The above references refer to the same equity interest of 29,644,000 H Shares which comprises:

(A) Empire Grand Limited (“Empire Grand”) holds 14,823,000 H Shares and Empire Grand is a wholly-owned subsidiary of Cheung Kong Investment Company Limited, which in turn is a wholly-owned subsidiary of Cheung Kong (Holdings) Limited (“CKH”); and

(B) Hutchison International Limited (“HIL”) holds 14,821,000 H Shares and HIL is a wholly-owned subsidiary of Hutchison Whampoa Limited (“HWL”). Li Ka-Shing Unity Holdings Limited (of which each of Mr. Li Ka-Shing and Mr. Li Tzar Kuoi, Victor is interested in one-third and two-third of the entire issued share capital respectively) owns the entire issued share capital of Li Ka-Shing Unity Trustee Company Limited (“TUT1”).TUT1 as trustee of The Li Ka-Shing Unity Trust, together with certain companies which TUT1 as trustee of The Li Ka-Shing Unity Trust is entitled to exercise or control the exercise of more than one-third of the voting power at their general meetings, hold more than one-third of the issued share capital of CKH. Certain subsidiaries of CKH are entitled to exercise or control the exercise of more than one-third of the voting power at the general meetings of HWL.

In addition, Li Ka-Shing Unity Holdings Limited also owns the entire issued share capital of Li Ka-Shing Unity Trustee Corporation Limited (“TDT1”) (as trustee of The Li Ka-Shing Unity Discretionary Trust (“DT1”)) and Li Ka-Shing Unity Trustcorp Limited (“TDT2”) (as trustee of another discretionary trust (“DT2”)). Each of TDT1 and TDT2 holds units in The Li Ka-Shing Unity Trust.

By virtue of the SFO, each of Mr. Li Ka-shing, being the settler and regarded as the founder of each of DT1 and DT2 for the purpose of the SFO, TUT1, TDT1, TDT2 and CKH is deemed to be interested in the aggregate 29,644,000 H Shares held by Empire Grand and HIL.

3. Jiang Jian Jun owned the interests by virtue of his 100% beneficial interest in Huayin Group Investment Development Co., Ltd.

– VI-4 – APPENDIXVIGENERALINFORMATION

Long position in shares of any member of the Group:

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

State-Owned Assets AVIC Weihai Shipyard Co., Ltd.* 30.23% (ऎ୵ᅀϞࠢʮ̡۾Supervision and (ʕঘ Administration (a subsidiary through China Commission of the National Aero – Technology WeiHai Municiple Beijing Company Limited (Government (ʕ਷ঘ٤Ҧஔ̏ԯϞࠢʮ̡ (“Beijing Company”))

Beijing Kaysun Trading Beijing Kai Chang 10% Co., Ltd* Technology Industrial and *.ԯ௱ୂ㛬ุ൱׸ Trading Development Co., Ltd̏) (Ϟࠢʮ̡) (̏ԯ௱׹Ҧʈ൱೯࢝Ϟࠢப΂ʮ̡ (a subsidiary through Beijing Company)

Germany Cabao Beijing Cabao Cleaning 25% Commerce and Trading Equipment Co., Ltd.* Co., Ltd.* (̏ԯ௱ఝ૶ᆎண௪Ϟࠢʮ̡) (ᅃ਷̔ఝਠ൱Ϟࠢʮ̡) (a subsidiary through Beijing Company)

Huizhou Yu Gu AVIC Medical Investment 30% Industrial Co., Ltd.* Management Co., Ltd.* (౉ψඩԋྼุϞࠢʮ̡) (ʕঘᔼ߅ҳ༟၍ଣϞࠢʮ̡) (a subsidiary through China National Aero – Technology Guangzhou Company Limited (ʕ਷ঘ٤ҦஔᄿψϞࠢʮ̡) (“Guangzhou Company”))

Transportation Material Guizhou Qian He Logistics Co., 45% (ݴϞࠢʮ̡يCorporation of Ltd.* (൮ψᎱձ Guizhou Province* (an indirect subsidiary of (༟ᐼʮ̡) Guangzhou Companyي൮ψ޲ʹஷ)

Hu Nan Hong Yi Building Hu Nan AVIC Lu Tong 45% Materials Commerce Bitumen Co., Ltd.* (Ϟࠢʮ̡ڡʕঘ༩ஷᖎیand Trading Co., Ltd.* (ಳ ҿਠ൱ (an indirect subsidiary ofܔ޲̾׸یಳ) Ϟࠢʮ̡) Guangzhou Company)

– VI-5 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Jiliang Group Qin Zhou Guang Xi AVIC Lu Tong 44% Port Grain and Oil Bitumen Co., Ltd.* (Ϟࠢʮ̡ڡTransportation & Sale (ᄿГʕঘ༩ஷᖎ Co., Ltd.* (an indirect subsidiary of (Guangzhou Company ذΛᔋණྠಝψಥᔋ) ༶ቖϞࠢʮ̡)

Fuzhou Kaizelin Trading AVIC (Xiamen) Medical 49% Company Co., Ltd.* Technology Co., Ltd.* (ᔼᐕ߅ҦϞࠢʮ̡ژ຾൱Ϟࠢʮ̡) (ʕঘข؍၅ψ௱ዣ) (a subsidiary through China National Aero – Technology Xiamen Corporation (Ϟࠢʮ̡ژʕ਷ঘ٤Ҧஔข) (“Xiamen Company”))

Xiamen West Coast Xiamen West Coast Energy Co., 40% (ጳГऎ֦ঐ๕Ϟࠢʮ̡ژEnergy Co., Ltd* Ltd* (ข Гऎ֦ঐ๕Ϟࠢʮ̡) (a subsidiary through Xiamenژข) Company)

Ocean Marine & Offshore CATIC Ocean Marine Engineering 25% Pte Ltd. (Xiamen) Co., Ltd* (Ϟࠢʮ̡ژ௱ࠔ߅ऎݱʈ೻ข) (a subsidiary through Xiamen Company)

Wang Cheng (ˮϓ) XiamenHangXinShiYeCo.,Ltd* 25% (Ϟࠢʮุ̡ͩڦঘژข) (a subsidiary through Xiamen Company)

Chu Xingwen (ϡ݋˖) XiamenHangXinShiYeCo.,Ltd* 24% (Ϟࠢʮุ̡ͩڦঘژข) (a subsidiary through Xiamen Company)

Xiamen You Nai De Xiamen Hang Yi Shi Cai Co., Ltd* 30% (ঘ່ͩҿϞࠢʮ̡ژImport and Export (ข Co., Ltd* (a subsidiary through Xiamen (Ꮄߗᅃආ̈ɹ Company̹ژข) Ϟࠢʮ̡)

– VI-6 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Luan Wei (㐟ᙯ) XiamenHangYiShiCaiCo.,Ltd* 10% (ঘ່ͩҿϞࠢʮ̡ژข) (a subsidiary through Xiamen Company)

Taizhou Yi Chen Steel Tai Xing AVIC Ocean Marine 25% Processing Storage Engineering Shipping Co., Ltd* (Trading Co., Ltd* (इጳʕঘऎݱʈ೻୵୴Ϟࠢʮ̡ (इʇᄂ࢚፻ҿ̋ʈࡑᎷ (a subsidiary through Xiamen (൱׸Ϟࠢʮ̡) Company

Teampro Resources Kai Di Ke International 20% Limited Aparatment (Tanzania) Co., Ltd* (௱ࠔд਷ყʮభվ̵ࣳԭ Ϟࠢʮ̡) (a subsidiary through China National Aero – Technology International Engineering Corporation Limited (ʕ਷ঘ٤Ҧஔ਷ყʈ೻Ϟࠢʮ̡) (“International Engineering Company”))

HaiNanHangChengRealEstate 10% (؍Zhou Yulin (մ༃ Development Co., Ltd* (ήପක೯Ϟࠢʮ̡גঘᆋیऎ) (a subsidiary through International Engineering Company)

Nice View Investment AVIC International Hotels Lanka 15% Limited Limited (an indirect subsidiary of International Engineering Company)

Beijing Qian Kun Jian Ye AVIC Wang Xin (Beijing) Science 15% Science and Technology and Technology Co., Ltd* (ԯ߅ҦϞࠢʮ̡̏ڦCo., Ltd* (ʕঘၣ (̏ԯ৻տܔุ߅Ҧ (a subsidiary of CATIC Ϟࠢʮ̡) International Trade and Economic Development Ltd (“TED Company”))

– VI-7 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Shi Duanzheng (ͩ၌͍) asubsidiaryofTEDCompany 15%

Gao Chunlu (৷݆௔) asubsidiaryofTEDCompany 15%

ᏹ) asubsidiaryofTEDCompany 15%ڦړ) Qiu Xintao

Zhu Wei (ϡᙯ) AVICVision(Beijing)Technology 28% Co., Ltd.* (ʕঘჃ౻̏ԯ߅Ҧ Ϟࠢʮ̡) (an indirect΅ٰ subsidiary of TED Company)

Deng Hua (቎ശ) AVICVision(Beijing)Technology 17% Co., Ltd.* (ʕঘჃ౻̏ԯ߅Ҧ Ϟࠢʮ̡) (an indirect΅ٰ subsidiary of TED Company)

Jin Si Fang Investment Zhong He Zhong (Beijing) Guang 34.7% (Beijing) Co., Ltd.* Dian Technology Co., Ltd.* (ҳ༟̏ԯ (ʕձʕ̏ԯΈཥ߅ҦϞࠢʮ̡˙̬ږ) Ϟࠢʮ̡) (an indirect subsidiary of the Company)

CATIC Building Facilities Zhong He Zhong (Beijing) Guang 20% Co., Ltd.* Dian Technology Co., Ltd.* (ଉέ̹ʕঘᅽρண௪ (ʕձʕ̏ԯΈཥ߅ҦϞࠢʮ̡) Ϟࠢʮ̡) (an indirect subsidiary of the Company)

Zhu Chunming (ϡ݆׼) CATIC(Beijing)Project 25% Management Co., Ltd.* (ʕঘҦ̏ԯʈ೻၍ଣϞࠢʮ̡) (an indirect subsidiary of the Company)

Shi Xiaohong (݄ወߎ) CATIC(Beijing)Project 20% Management Co., Ltd.* (ʕঘҦ̏ԯʈ೻၍ଣϞࠢʮ̡) (an indirect subsidiary of the Company)

– VI-8 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Shi Huanghong (݄රߎ) CATIC(Beijing)Project 20% Management Co., Ltd.* (ʕঘҦ̏ԯʈ೻၍ଣϞࠢʮ̡) (an indirect subsidiary of the Company)

Vanke Enterprise AVIC Vanke 40% Company Limited (ຬ߅Άٰุ΅Ϟࠢʮ̡)

Ningbo Vanke Real Shanghai Nan Du Bai Ma Real 15% Estates Development Estate Development Co., Ltd.* (ήପක೯Ϟࠢʮ̡גேͣ৵یCo., Ltd.* (ɪऎ ήପක೯ (a subsidiary through AVICגຬ߅تྐྵ) Ϟࠢʮ̡) Vanke)

Jiangsu Su Nan Vanke Suzhou AVIC Vanke Chang Feng 21.60% Real Estate Co., Ltd.* Real Estate Co., Ltd.* (ࠬໄุϞࠢʮ̡ڗήପ (ᘽψʕঘຬ߅גຬ߅یϪᘽᘽ) Ϟࠢʮ̡) (a subsidiary through AVIC Vanke)

AVIC (Suzhou) Radar and Suzhou AVIC Vanke Chang Feng 10% Electric Technology Real Estate Co., Ltd.* (ࠬໄุϞࠢʮ̡ڗCo., Ltd.* (ᘽψʕঘຬ߅ (ʕঘᘽψཤ༺ၾཥɿ (a subsidiary through AVIC ҦஔϞࠢʮ̡) Vanke)

Jiangsu Su Nan Vanke Suzhou Ke Jian Real Estate Co., 15% (ήପϞࠢʮ̡גܔReal Estate Co., Ltd.* Ltd.* (ᘽψ߅ ήପ (a subsidiary through AVICגຬ߅یϪᘽᘽ) Ϟࠢʮ̡) Vanke)

Hefei Vanke Real Estate Hefei One Aviation Vanke Real 29.60% Company Limited Estate Company Limited (ɓঘຬ߅ήପϞࠢʮ̡٭ຬ߅ໄุϞࠢʮ̡) (Υ٭Υ) (a subsidiary through AVIC Vanke)

– VI-9 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Hefei Jiang Hang Aircraft Hefei One Aviation Vanke Real 19.40% Equipment Company Estate Company Limited (ɓঘຬ߅ήପϞࠢʮ̡٭Limited (Υ Ϫঘ࠭ዚༀ௪ (a subsidiary through AVIC٭Υ) Ϟࠢʮ̡) Vanke)

Wuhan City Vanke Real Wuhan Golf City Garden Real 15% Estate Company Estate Development Company ήג෤ڀ̹۬˃ဏ৷ဧ؛) Limited Limited (ήପ ପක೯Ϟࠢʮ̡גဏ̹ຬ߅؛) Ϟࠢʮ̡) (a subsidiary through AVIC Vanke)

Chengdu Vanke Real Chengdu One Aviation Vanke Bin 15% Estate Company Jiang Real Estate Development Limited Company Limited (ϓேɓঘຬ߅ (ήପක೯Ϟࠢʮ̡גήପ ᏵϪגϓேຬ߅) Ϟࠢʮ̡) (a subsidiary through AVIC Vanke)

Foshan City Foshan City Shunde District 15% Vanke Property AVIC Vanke Real Estate Company Limited Development Limited ήପක೯גНʆ̹ຬ߅ໄุϞࠢʮ̡) (Нʆ̹නᅃਜʕঘຬ߅) Ϟࠢʮ̡) (a subsidiary through AVIC Vanke)

Guangzhou City Vanke Guangzhou Yinye Junrui Real 15% Property Company Estate Development Company ήପක೯גLimited Limited (ᄿψვุё๿ ήପ Ϟࠢʮ̡) (a subsidiary throughגᄿψ̹ຬ߅) Ϟࠢʮ̡) AVIC Vanke)

AVIC Kai Xin Industrial Beijing Zhonghang Ruixin 10% Company Limited Management and Investment ڦϞࠢʮ̡) Company Limited̏ԯʕঘ๿ุྼڦʕঘ௱) ҳ༟၍ଣϞࠢப΂ʮ̡(“Beijing Ruixin”)

– VI-10 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Tangshan Kun Da Zunhua Raise Real Estate 20% Mechanical Equipment Development Company Limited (ήପක೯Ϟࠢʮ̡גInstallation and (፭ʷ๿ᒄ Engineering Company (a subsidiary through Limited Beijing Ruixin) (ࡥʆտ༺ዚཥண௪τༀ ʈ೻Ϟࠢʮ̡)

Chengdu Aircraft Design Chengdu AVIC Raise Real Estate 30% Research Institute Company Limited (ϓேʕঘ๿ᒄໄุϞࠢʮ̡) (הϓே࠭ዚணࠇ޼Ӻ) (“Chengdu Raise”)

Chengdu Aircraft Chengdu Raise 10% Industry (Group) Company Limited (ϓே࠭ዚʈุණྠ Ϟࠢப΂ʮ̡)

Suzhou Chang Feng Wuxi AVIC Raise Real Estate 30% Company Limited Company Limited (ࠬϞࠢʮ̡) (ೌ፼ʕঘ๿ᒄໄุϞࠢʮ̡ڗᘽψ) (“Wuxi Raise”)

Wuxi City Lei Hua Wuxi Raise 30% Industrial Company (ೌ፼̹ཤശྼุʮ̡)

AVIC (Suzhou) Radar and Wuxi Raise 30% Electric Technology Co., Ltd.* (ʕঘᘽψཤ༺ၾཥɿ ҦஔϞࠢʮ̡)

Xi’an Aviation Power Xi’an AVIC Raise Xikong Real 49% Control Company Estate Company Limited Limited (Гτʕঘ๿ᒄГછໄุϞࠢʮ̡) (”Гτঘ٤ਗɢછՓ (“Xi’an Xi Kong) Ϟࠢப΂ʮ̡)

– VI-11 – APPENDIXVIGENERALINFORMATION

Approximate % of equity interest in the Nameofshareholder Nameofsubsidiary subsidiary

Xiamen Han Xuan Real Xi’an Ming City Real Estate Co., 32.12% (Estate Co., Ltd.* Ltd.* (ГτΤ۬ໄุϞࠢʮ̡ (ဏ⒚ໄุϞࠢʮ̡) (a subsidiary of Xi’an Xi Kongژข)

Xi’an XinRun Real Estate Xi’an Ming City Real Estate 21.60% Co., Ltd.* Company Limited (ГτอᆗໄุϞࠢʮ̡) (ГτΤ۬ໄุϞࠢʮ̡) (a subsidiary of Xi’an Xi Kong)

* The English names of these companies represent management’s best efforts at translating the Chinese names of these companies as no English names have been registered or available.

Save as disclosed above and so far as was known to the Directors, as at the Latest Practicable Date, no other person (other than the Directors, supervisors or chief executives of the Company) had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, 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 any member of the Group.

Interests in the Group’s Assets or Contracts or Arrangements Significant to the Group

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any interest in any asset which have been, since 31 December 2011 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors or supervisors of the Company was materially interested in any contract or arrangement subsisting at the Latest Practicable Date and which is significant in relation to the businesses of the Group.

Service Contracts

As at the Latest Practicable Date, there was no existing or proposed service contract, excluding contract expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation) between any of the Directors or supervisors of the Company and any member of the Group.

– VI-12 – APPENDIXVIGENERALINFORMATION

Competing Interests

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, any of their respective associates was interested in any business (apart from the Group’s businesses) which competes or is likely to compete either directly or indirectly with the Group’s businesses (as would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them were a controlling shareholder).

Material Adverse Changes

ᑌࠞڛOn 4 July 2011, AVIC Engineering United Arab Emirates Company (ʕঘʈ೻ ʮ̡) (a subsidiary of International Engineering Company) applied to Abu Dhabi Sharia Court for outstanding construction payment of RMB13,900,000 for construction and maintenance of residential villas. All outstanding payment was ordered to be paid by the defendant to the litigation at the first instance trial, and an appeal has been filed by the defendant. The proceeding is currently in progress.

On 10 November 2011, a claim was filed against AVIC Weihai Shipyard Company (”ऎ୵ᅀϞࠢʮ̡) (a subsidiary of Beijing Company) (“Weihai Shipyard۾Limited (ʕঘ for outstanding construction payment at the Qingdao Marine Court. On 9 December 2011, the claim was settled by confirming the outstanding payment by Weihai Shipyard to be RMB26,783,400. On 1 March 2012, Weihai Shipyard applied to the Shandong Province High Court for re-trial of the claim due to auditing issues in the construction settlement discovered subsequent to the settlement. Application for re-trial has been accepted and the proceeding is currently in progress.

On 20 February 2012, a claim was filed against Weihai Shipyard for outstanding construction payment of RMB94,905,517.68 at the Qingdao Marine Court. Weihai Shipyard disputed against claim regarding the completion settlement price and delay of construction period. Parties to the claim reached an agreement voluntarily on 2 September 2012 to submit the undisputed projects within the claim for the Court’s confirmation, and to verify and submit the disputed projects within the claim for judicial adjudication. The first trial is currently in progress.

On 13 April 2012, Taixing Catic Ocean Engineering Shipping Company Limited (इጳʕঘऎݱʈ೻୵୴Ϟࠢʮ̡) (a non-wholly owned subsidiary of Xiamen Company) (“Taixing Shipping”) appealed against a judgment by the Intermediate People’s Court of (৫) on first instance which held that an assets (rightsجTaizhou City (इψ̹ʕॴɛ͏ transfer contract between Taixing Shipping and the defendant to be partly invalid, and ruled for the counterclaim of RMB7,270,000 by the defendant. The Higher People’s Court ৫) has revoked the judgment at the first instance onجof Jiangsu Province (Ϫᘽ޲৷ॴɛ͏ 25 December 2012 and has ordered for a retrial of the case at the Intermediate People’s Court of Taizhou City. The proceeding is currently in progress of retrial at first instance.

– VI-13 – APPENDIXVIGENERALINFORMATION

On 11 June 2012, Guangzhou Company appealed against a judgment by the ৫) against GuangzhouجIntermediate People’s Court of Guangzhou (ᄿψʕॴɛ͏ Company (being plaintiff of the said proceeding) for compensation of RMB3,333,637.44 and loss of profit of RMB7,140,000. The appeal has been accepted by the Higher People’s .(৫جCourt of Guangdong Province (ᄿ؇޲৷ॴɛ͏

Save as disclosed above, the Directors confirm that there was no material adverse changes in the financial or trading position of the Group since 31 December 2011 (being the date to which the latest published audited accounts of the Company were made up).

LITIGATION

On 27 September 2012, Xiamen Arbitration Committee accepted the application for arbitration hearing from Xiamen Company in relation to discharge a sales and purchase agreement entered into by Xiamen Company with a third party, and a claim for outstanding payment for goods of RMB13,145,000, legal costs of RMB150,000 and arbitration costs. The judgement was ruled in favour of Xiamen Company and the execution is currently in progress.

On 28 September 2012, Xiamen Company filed a claim for damages of RMB36,680,000 and legal costs of RMB150,000 for failure to deliver goods purchased and ԯ̹ʕॴی) stored by the counterparty at the Intermediate People’s Court of Nanjing City ৫). Intermediate People’s Court of Nanjing City accepted the case on 20 Novemberجɛ͏ 2012. The proceeding is currently in progress.

΀൒։ࡰึ) acceptedژOn 4 December 2012, Xiamen Arbitration Commission (ข the application for arbitration hearing from Xiamen Company in relation to the performance of the sales and purchase agreement entered into by Xiamen Company and ׸), requisition of the discharge of the sales and purchaseږ፻ی) Nangang Jinyi agreement, and Nangang Jinyi’s repayment of the loan of RMB21,480,000 with compensation for loss of interest, legal cost of RMB150,000 and arbitration costs incurred by Xiamen Company. The processing is currently in progress.

On 19 November 2012, the application of arbitration hearing from Xiamen Company ΀൒։ࡰึ) in relation to a claim ofژwas filed by Xiamen Arbitration Commission (ข RMB25,370,000 for loss of goods, loss of interest and legal costs, maintenance costs against the counterparty for failure to deliver the goods stored; and to requisition on the confirmation of entitlement of the security rights and application for auction and sales of the pledged properties as well as the priority of compensation over proceeds. On 13 (৫جDecember 2012, the People’s Court of Shanghai Baoshan District (ɪऎ̹ᘒʆਜɛ͏ accepted the application from Xiamen Company and made the rule of property preservation. The processing is currently in progress.

On 25 December 2012, the Higher People’s Court of Chongqing City (ࠠᅅ̹৷ॴɛ ৫) accepted a legal proceeding initiated by Chongqing AVIC Vanke Yunling Realج͏ Estate Co., Ltd.* (ࠠᅅʕঘຬ߅ථᏊໄุϞࠢʮ̡) (owned as to 50% by AVIC Vanke), Chongqing Wanbin Real Estate Co., Ltd.* (ࠠᅅຬᏵໄุϞࠢʮ̡) (owned as to 50% by AVIC Vanke) and Chongqing AVIC Vanke Junjing Real Estate Co., Ltd.* (ࠠᅅʕঘຬ߅ࢡ౻

– VI-14 – APPENDIXVIGENERALINFORMATION

ໄุϞࠢʮ̡) (owned as to 50% by AVIC Vanke) (the above three companies are collectively referred to as the “Project Companies”) and CNAIE Properties Development ήପක೯Ϟࠢʮ̡) (“CNAIE Properties”) (owned as to 80% by AVICגCo., Ltd.* (ʕঘҦ International and as to 20% by China National Aero-Technology International Engineering Corporation Limited (ʕ਷ঘ٤Ҧஔ਷ყʈ೻Ϟࠢʮ̡). The legal proceeding was initiated against 3 defendants (the “Defendants”) relates to a series of contracts regarding parties’ cooperation in the construction of property projects, pursuant to which the Defendants undertake to, among other things, migrate high-voltage line on the lands, construct roads, and renovate and demolish existing properties on the lands. The Project Companies were then initially established by CNAIE Properties to develop and operate the property projects. The Project Companies and CNAIE Properties have claimed for damages resulting from the breach by the Defendants of its contractual obligations under the series of contracts, among other things, (i) full performance by the Defendants of the obligations, and penalty of RMB613,800,000, together with compensation of RMB4,000,000 and disbursement of RMB7,000,000 with joint and several liabilities, (ii) delivery of rights of operation to the plaintiffs, together with penalty of RMB100,000,000, (iii) delivery of legal and valid invoice which can be accounted for cost of RMB152,256,900 and (iv) the bearing by the Defendants of the relevant litigation costs.

Save as disclosed above and in the paragraph headed “Material Adverse Change” in this appendix, as at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatened against any member of the Group.

Material Contracts

The following contracts have been entered into by the Group (not being contracts entered into in the ordinary course of business) within the two years preceding the date of this circular:

(1) the entrusted management agreement entered into between CATIC Beijing Company Limited (“Beijing Company”) and CATIC Real Estate Co., Ltd. (“CATIC Real Estate”) on 15 January 2013, pursuant to which CATIC Real Estate agreed to provide management services to Beijing Company for a term commencing on 15 January 2013 and expiring on 31 December 2015 with an amount of service fee for the period from 15 January 2013 to 31 December 2013 and for each of the years ending 31 December 2014 and 31 December 2015 not exceeding RMB14,000,000, RMB12,000,000 and RMB17,000,000, respectively;

(2) the Capital Increase Agreement;

(3) the deed of guarantee executed by Catico Investments Pte. Ltd. (“Catico”) on 20 December 2012 in favour of the Oversea-Chinese Banking Corporation Limited (the “Bank”), pursuant to which Catico guaranteed to pay all due, owing or unpaid liabilities to the Bank by Radiance Catico Offshore Pte. Ltd. from time to time in the maximum amount of US$26,412,820 (together with interests, and all costs, charges and expenses of the Bank);

– VI-15 – APPENDIXVIGENERALINFORMATION

(4) the finance lease contract entered into between Shandong New Shipbuilding (”Heavy Industry Co., Ltd. (ʆ؇อ୵ࠠʈϞࠢʮ̡) (“Shandong Shipbuilding ፄॡ༣ٰ΅Ϟࠢʮږand Minsheng Financial Leasing Company Limited (͏͛ ̡) (“Minsheng Leasing”) on 7 December 2012, pursuant to which Shandong Shipbuilding agreed to sell to Minsheng Leasing a 100,000 tonnes dock for shipbuilding and a 100,000 tonnes dock for ship repairing (the “Shipyards”) for RMB140,000,000 and to lease from Minsheng Leasing the Shipyards for a term of 36 months for RMB155,121,875.18 (subject to adjustment according to the benchmark lending interest rate promulgated by People’s Bank of China from time to time), inclusive of interest at an annual rate of 6.4575%, payable every three months;

(5) the equity transfer agreement entered into between Beijing Company and Tianjin Tianli Aviation Electro-mechanical Co., LTD (˂ݵ˂лঘ٤ዚཥϞࠢʮ ̡) (“Tianjin Tianli”) on 22 November 2012, pursuant to which Beijing Company conditionally agreed to sell to Tianjin Tianli 5% equity interest in Schneider Electric Low Voltage (Tianjin) Co., Ltd. (݄ߗᅃཥंЭᏀ˂ݵϞࠢ ʮ̡) at the consideration of RMB39,080,000;

(6) the equity transfer agreement entered into between Beijing Company and Tianjin Tianli on 22 November 2012, pursuant to which Beijing Company conditionally agreed to sell to Tianjin Tianli 5% equity interest in Tianjin Merlin Gerin Co., Ltd. (˂ݵૠᚆ˚ᚆϞࠢʮ̡) at the consideration of RMB2,810,000;

(7) the sale and purchase agreement entered into between AVIC International Investments Limited (a subsidiary of Beijing Company) (“AVIC International”) and certain vendors as stated in the announcement of the Company dated 12 October 2012, pursuant to which AVIC International conditionally agreed to acquire the entire issued share capital (excluding 200 shares held in treasury by Deltamarin Oy) of Deltamarin Oy at an aggregate consideration of EUR32,109,348;

(8) the supplemental agreement entered into between the Company and AVIC International on 27 June 2012 to amend certain terms of the acquisition agreement entered into between the parties on 16 November 2011 (the “Acquisition Agreement 1”), pursuant to which the Company and AVIC International had agreed to cancel the inter-conditional and simultaneous completion requirement of the Acquisition Agreement 1 with the Acquisition Agreement 2 (as defined below in (9));

(9) the supplemental agreement entered into between the Company and AVIC Shenzhen on 27 June 2012 to amend certain terms of the acquisition agreement entered into between the parties on 16 November 2011 (the “Acquisition Agreement 2”), pursuant to which the Company and AVIC Shenzhen had agreed to cancel the inter-conditional and simultaneous completion requirement of the Acquisition Agreement 1 with the Acquisition Agreement 2;

– VI-16 – APPENDIXVIGENERALINFORMATION

(10) a consulting service agreement entered into between Shanghai Tian Ma and NLT on 5 March 2012, pursuant to which NLT agreed to provide consulting services in relation to intellectual property rights to Shanghai Tian Ma for an amount of services fee not exceeding JPY135,000,000 for a term commencing on 5 March 2012 and expiring on 31 December 2012;

(11) the renovation contract (the “Contract”) entered into between Guangdong International Building Industrial Company Limited (ᄿ؇਷ყɽขྼุϞࠢʮ ̡) (“Guangdong International Building”) and CATIC Building Facilities Company (ଉέ̹ʕঘᅽρண௪Ϟࠢʮ̡) (“CATIC Building”) on 12 January 2012. The services provided by CATIC Building under the Contract constituted part of the works of modernization and renovation of the Guangdong International Building as envisaged under the works of modernization and renovation of the building proposed by the Group. A sum of RMB3,133,000 under the Contract was to be satisfied and paid in cash by Guangdong International Building to CATIC Building;

(12) a conditional finance lease agreement (“Finance Lease Agreement”) entered Ϟࠢ٭ߎబʷیinto between Yunnan Hongfu Chemical Fertilizer Co., Ltd. (ථ ʮ̡) (“Yunnan Hongfu”) and AVIC International Leasing Company Limited (ʕঘ਷ყॡ༣Ϟࠢʮ̡) (“AVIC International Leasing”) on 9 January 2012, pursuant to which Yunnan Hongfu had conditionally agreed to lease from AVIC International Leasing lease assets to be leased under the Finance Lease Arrangement (“Lease Assets”), which were purchased by Yunnan Hongfu under the certain purchase agreements (“Purchase Agreements”) and to be transferred to AVIC International Leasing at a consideration of RMB44 million under the conditional transfer agreement (“Transfer Agreement”). Pursuant to the Finance Lease Agreement, the total lease amount payable by Yunnan Hongfu is RMB53,927,145 which will be adjusted due to the floating lending interest rate to be promulgated by People’s Bank of China from time to time. The total lease consideration (including the principal amount of RMB44 million, interests, management fees and the optional purchase price for vesting the title and all rights of the Lease Assets in Yunnan Hongfu) to be paid by Yunnan Hongfu to AVIC International Leasing under the Finance Lease Agreement shall be not more than RMB80 million;

(13) a guarantee entered into by the Company on 9 January 2012 in favour of AVIC International Leasing to secure due performance of the payment obligations by Yunnan Hongfu to AVIC International Leasing in accordance with the Finance Lease Agreement and the Transfer Agreement with the maximum liability of the Company being RMB80 million;

(14) the share pledge agreement entered into by Yunnan Hongyuan Investment ߎ଀ҳ༟Ϟࠢʮ̡) (“Yunnan Hongyuan”) on 9 January 2012 inیCo., Ltd. (ථ favour of the Company, pursuant to which Yunnan Hongyuan shall pledge its 49% equity interest, dividend and other interest in Yunnan Hongfu to the Company to (i) secure due performance of the payment obligations by Yunnan

– VI-17 – APPENDIXVIGENERALINFORMATION

Hongfu to AVIC International Leasing in accordance with the Finance Lease Agreement and (ii) to indemnify the Company for all costs and expenses if the Company is liable to any claims by AVIC International Leasing in the event of default by Yunnan Hongfu under the Finance Lease Agreement and, or the Transfer Agreement;

(15) a conditional equity transfer agreement entered into between Fiyta and AVIC Investment Management Company Limited (ଉέ̹ʕঘҳ༟၍ଣϞࠢʮ̡) (“AVIC Investment”) on 30 December 2011, pursuant to which Fiyta agreed to Ϟุࠢڌacquire 25% equity interest in Shanghai Watches Company Limited (ɪऎ ʮ̡) owned by AVIC Investment at a consideration of RMB40.25 million;

(16) a conditional share transfer agreement entered into between the Company and AVIC Shenzhen on 28 December 2011, pursuant to which the Company had conditionally agreed to acquire 4.65% equity interest in Shenzhen ཥ༩Ϟࠢʮ̡) from AVIC Shenzhen for a totalیShennan Circuit Co., Ltd. (ଉ consideration of RMB53,000,000;

(17) the entrusted management agreement entered into between Tian Ma (”Microelectronics Company Limited (˂৵ฆཥɿٰ΅Ϟࠢʮ̡) (“Tian Ma and Shenzhen CATIC Opto-electronics Limited (ଉέʕঘΈཥɿϞࠢʮ̡) (“Shenzhen CATIC Opto-electronics”) on 28 December 2011 for renewal of the entrusted management agreement entered into between the parties on 25 February 2011, pursuant to which Shenzhen CATIC Opto-electronics had entrusted Tian Ma to manage the rights as shareholder of NLT vested in Shenzhen CATIC Opto-electronics pursuant to the conditional acquisition agreement entered into between Shenzhen CATIC Opto-electronics and NEC Corporation in February 2011 for the sale and purchase of 70% interest in NLT for a term commencing on 25 February 2012 and expiring on 31 December 2014. Under the entrusted management agreement entered into between Tian Ma and Shenzhen CATIC Opto-electronics dated 28 December 2011, the management fee payable by Shenzhen CATIC Opto-electronics to Tian Ma will not exceed RMB840,000 for the period from 25 February 2012 to 31 December 2012; RMB1,000,000 for the 12 months ending 31 December 2013 and RMB1,000,000 for the 12 months ending 31 December 2014;

(18) the entrusted management agreement entered into between Shanghai Tian Ma and Shanghai CATIC Opto-electronics Limited (ɪऎʕঘΈཥɿϞࠢʮ̡) (“Shanghai CATIC Opto-electronics”) on 28 December 2011 for renewal of the entrusted management agreement entered into between the parties on 5 February 2010, pursuant to which Shanghai CATIC Opto-electronics had entrusted Shanghai Tian Ma to provide management services to Shanghai CATIC Opto-electronics for a term of 3 years commencing on 1 January 2012 and expiring on 31 December 2014. It is expected that the basic management fees payable by Shanghai CATIC Opto-electronics to Shanghai Tian Ma under the entrusted management agreement will not exceed RMB20,000,000 for the 12 months ending 31 December 2012, RMB20,000,000 for the 12 months ending 31 December 2013 and RMB20,000,000 for the 12 months ending 31 December 2014, respectively;

– VI-18 – APPENDIXVIGENERALINFORMATION

(19) the share transfer agreement entered into between AVIC Trust Company Ϟࠢʮ̡) (“AVIC Trust Company”) and Shenzhen΅ٰৄڦLimited (ʕঘ ʕːڌΤޢ˰Harmony World Watch Center Company Limited (ଉέ̹ЖΛл Ϟࠢʮ̡) (“Harmony Company”) (as nominee of AVIC Shenzhen) on 14 December 2011, pursuant to which Harmony Company has conditionally agreed, as nominee of AVIC Shenzhen to acquire the entire equity interest in Liaoning Hengdarui Trading Company Limited (፱ྐྵЖ༺ቚਠ൱Ϟࠢʮ̡) from AVIC Trust Company pursuant to the nomination of AVIC Shenzhen under the share transfer agreement for a total consideration of RMB56,100,000;

(20) the agreement entered into between Xiamen Company and Xiamen Century ߏජձͩҿϞࠢʮ̡) on 23 November˰ژYanghe Stone Materials Co., Ltd. (ข 2011, under which both parties agreed on the establishment of AVIC Stone ,Ϟࠢʮ̡) by co-investments΅ٰژIndustry (Xiamen) Co., Ltd. (ʕঘุͩข with a registered capital of RMB20,000,000 and its equity interest is owned as to 60% by Xiamen Company and 40% by Xiamen Century Yanghe Stone ;(ߏජձͩҿϞࠢʮ̡˰ژMaterials Co., Ltd. (ข

(21) the joint venture agreement entered into between Xiamen Company, Fujian Zijin Real Estate Company Limited (“Fujian Zijin”) and Shenzhen CATIC Real Estate Co., Ltd. (“CATIC Real Estate”) on 21 November 2011, pursuant to which the parties agreed to co-invest to form Xiamen Zhijin AVIC Real Estate ʕঘໄุϞࠢʮ̡) with a registered capital ofږഓژCompany Limited (ข RMB250 million, where Fujian Zijin, CATIC Real Estate and Xiamen Company Limited made an injection of RMB125 million, RMB87.50 million and RMB37.50 million, respectively;

(22) the tenancy contract entered into between Beijing Zhonghang Rixin Management and Investment Company Limited (“Beijing Zhonghang”) and ؂Beijing Shiao Taida Times Business Services Co. Ltd. (̏ԯ˰㏲इ༺ࣛ˾ਠਕ ਕϞࠢʮ̡) (“Beijing Shiao Taida”) on 17 November 2011, pursuant to which Beijing Zhonghang leased its property with an area of 1,180.04 sq. m located at ࠛ࢕෤18໮یUnit 30, 3/F, Nanlangjiayuan, Chaoyang, Beijing (̏ԯ̹ಃජਜ ᅽ3ᄴ30) to Beijing Shiao Taida from 1 December 2011 to 30 November 2021, at a monthly rent and property management fee of nil from 1 December 2011 to 31 March 2012, RMB125,625 from 1 April 2012 to 30 November 2014, RMB136,392.9 from 1 December 2014 to 30 November 2017 and RMB147,160.8 from 1 December 2017 to 30 November 2021;

(23) the acquisition agreement entered into between the Company and AVIC International on 16 November 2011 in relation to the acquisition of the 100% equity interest in China National Aero-Technology Corporation Shanghai Limited Liability Company (ʕ਷ঘ٤ҦஔɪऎϞࠢʮ̡) (“Shanghai Company”), 50% equity interest in AVIC Lutong Company Limited (ʕঘ༩ஷ ྼุϞࠢʮ̡), 90% equity interest in Guizhou CATIC Resources Company

– VI-19 – APPENDIXVIGENERALINFORMATION

Limited (൮ψʕঘ༟๕Ϟࠢʮ̡) and 100% equity interest in AVIC-INTL Project Engineering Company (ʕঘ਷ყϓࢁண௪Ϟࠢʮ̡) for a consideration of RMB1,311,110,000;

(24) the acquisition agreement entered into between the Company and AVIC Shenzhen dated 16 November 2011 in relation to the acquisition of 55.91% equity interest in Chengdu Ya Guang Electronic Company Limited (ϓேԭΈ ཥɿٰ΅Ϟࠢʮ̡) and 51% equity interest in Shenzhen AVIC Bi Te Communication Technology Company Limited (ଉέ̹ʕঘˢतஷৃҦஔϞࠢ ʮ̡) for a consideration of RMB637,920,000;

(25) the acquisition agreement entered into between the Company and AVIC Shenzhen dated 16 November 2011 in relation to the acquisition of 316,257,000 (shares of Rainbow Department Store Co., Ltd. (˂ࠀਠఙٰ΅Ϟࠢʮ̡ (“Rainbow Department Store”), representing approximately 39.52% equity interest in Rainbow Department Store for a consideration of RMB6,328,302,570;

(וthe agreement entered into between Xiamen Company, Wang Cheng (ˮ (26) and Chu Xingwen (ϡ݋˖) on 30 September 2011, pursuant to which the parties agreed to co-invest to form Xiamen Hang Xin Shi Ye Company Limited ,Ϟࠢʮ̡) with a corporate registered capital of RMB5 millionุͩڦঘژข) where RMB2.55 million was injected by Xiamen Company, RMB1.25 million by Wang Cheng and RMB1.25 million by Chu Xingwen;

(27) the share transfer agreement entered into between Xiamen Company, Xiamen బთໄุϞࠢʮ̡) (“Xiamen FuژFu Ming Real Estate Company Limited (ข Ming”) and Beijing Fu Ming Investment Development Company Limited (̏ ԯబთҳ༟೯࢝Ϟࠢʮ̡) (“Beijing Fu Ming”) on 30 September 2011, pursuant to which Beijing Fu Ming transferred its 30% equity interest in Xiamen Fu Ming to Xiamen Company at a consideration of RMB120 million;

(28) the share transfer agreement entered into between the Company and AVIC Shenzhen on 25 August 2011 in relation to the disposal of 60% of the equity Ϟᇞཥ۾interest in Shenzhen Maiwei Cable TV Equipments Co., Ltd. (ଉέᒕ ൖኜҿϞࠢʮ̡) by the Company to the AVIC Shenzhen at a consideration of RMB1,520,000;

(29) the share transfer agreement entered into between Guangzhou Company and AVIC International on 22 June 2011, pursuant to which Guangzhou Company transferred its equity interest valued at RMB1 million in AVIC International Logistics Co., Ltd to AVIC International at a consideration of RMB1,185,700;

(30) the share transfer agreement entered into between Max Gold Ltd. And ,(Shenzhen Aero Fasteners MFG Company Limited (ଉέঘ٤ᅺ๟΁Ϟࠢʮ̡ pursuant to which Max Gold Ltd. transferred its 100% equity interest in Zhuo Yue Fastening Systems (Shanghai) Company Limited (ՙ൳ၡոӻ୕ɪऎϞ ࠢʮ̡) to Shenzhen Aero Fasteners MFG Company Limited at a consideration of RMB32,000,000;

– VI-20 – APPENDIXVIGENERALINFORMATION

(31) the share transfer agreement entered into between Beijing Company and AVIC International on 22 June 2011, pursuant to which Beijing Company transferred its equity interest valued at RMB2 million in AVIC International Logistics Co., Ltd to AVIC International at a consideration of RMB2,353,800;

(32) the share transfer agreement entered into between Xiamen Company and AVIC International on 22 June 2011, pursuant to which Xiamen Company transferred its equity interest valued at RMB1 million in AVIC International Logistics Co., Ltd to AVIC International at a consideration of RMB1,185,700;

(33) the share transfer agreement entered into betweenAVIC International Trade & Economic Development Ltd. and AVIC International on 22 June 2011, pursuant to which AVIC International Trade & Economic Development Ltd. transferred its 1% equity interest in AVIC International Logistics Co., Ltd to AVIC International at a consideration of RMB1,769,800;

(34) the entrusted management agreement entered into between Xiamen Tian Ma Microelectronics Co., Ltd. and Shanghai Tian Ma Microelectronics Co., Ltd. on 17 May 2011, pursuant to which Xiamen Tian Ma Microelectronics Co., Ltd. entrusted management of the related matters concerning its project construction and company operation to Shanghai Tian Ma Microelectronics Co., Ltd. at an entrusted fee of RMB30,000,000 for a term commencing from 17 May 2011 and ending on 28 February 2014;

(35) the asset and business acquisition agreement entered into between Chain Dragon Asia Limited and Zhuo Yue Metal Products (Huizhou) Company Ⴁۜ౉ψϞࠢʮ̡) on 5 May 2011, pursuant to whichږLimited (ՙ൳ʞ Chain Dragon Asia Limited transferred its fastener business and legally possessed related assets to Zhuo Yue Metal Products (Huizhou) Company Ⴁۜ౉ψϞࠢʮ̡) at a consideration of RMB16.65ږLimited (ՙ൳ʞ million;

(36) the investment collaboration agreement entered into between the Company, China National Aero-Technology International Engineering Corporation (”Limited (ʕ਷ঘ٤Ҧஔ਷ყʈ೻Ϟࠢʮ̡) (“CATIC International Engineering ጘʈ೻ණܔ޲یand Hunan Construction Engineering Group Corporation (ಳ ྠᐼʮ̡) (hereinafter referred to as “Hunan Construction”) on 22 April 2011, pursuant to which the parties agreed to undertake corporate transformation ޲ୋɓʈ೻ʮ̡) (hereinafterیfor Hunan First Engineering Company (ಳ referred to as “Hunan First Construction”), a wholly-owned subsidiary of Hunan Construction, i.e. Hunan First Construction was to transfer from an enterprise owned by the whole people to a limited liability company, and Hunan Construction was to transfer 51% and 24.5% equity interest in Hunan First Construction to the Company and CATIC International Engineering at a consideration of RMB32,929,578 and RMB15,819,111, respectively;

– VI-21 – APPENDIXVIGENERALINFORMATION

(37) the share transfer agreement entered into between Guangzhou Company and AVIC International New Energy Development Company Limited on 20 April 2011, pursuant to which 100% equity interest in CATIC OCEANIA PTY. LTD. held by Guangzhou Company was transferred to AVIC International New Energy Development Company Limited, at a consideration of AUD203,128.00;

(38) the agreement entered into between Xiamen Company and Fujian San Ye Group Company Limited (၅ܔɧ໢ණྠϞࠢʮ̡) on 22 April 2011, pursuant to which the parties agreed to co-invest to form AVIC San Ye Logistics ݴҳ༟ٰ΅Ϟࠢʮ̡) with aيInvestment Company Limited (ʕঘɧ໢ registered capital of RMB500 million, of which both CATIC Xiamen Company Limited and Fujian San Ye Group Company Limited (၅ܔɧ໢ණྠϞࠢʮ̡) made an investment of RMB250 million; and

(39) the entrusted management agreement entered into between Tian Ma Microelectronics Co., Ltd. and Shenzhen CATIC Opto-electronics on 25 February 2011, pursuant to which Shenzhen CATIC Opto-electronics Limited entrusted Tian Ma Microelectronics Co., Ltd. to manage it 70% equity interest in NEC LCD Technologies, Ltd for a term of one year commencing from 25 February 2011 to 24 February 2012 at a management fee of RMB1 million.

Save as already disclosed, no material contract (not being contract entered into in the ordinary course of business) has been entered into by any member of the Group within the two years immediately preceding the date of this circular.

Experts

(a) The following are the qualifications of the experts who have given opinion or advice contained in this circular:

Name Qualification

Anglo Chinese Corporate Licensed under the SFO for type 1 (dealing in Finance, Limited securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities as defined under the SFO

PricewaterhouseCoopers Certified Public Accountants, Hong Kong

LCH (Asia-Pacific) Professional Surveyor Surveyors Limited

– VI-22 – APPENDIXVIGENERALINFORMATION

(b) AsattheLatestPracticableDate,eachofAngloChineseCorporate Finance, Limited, PricewaterhouseCoopers and LCH (Asia-Pacific) Surveyors Limited did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

(c) Each of Anglo Chinese Corporate Finance, Limited, PricewaterhouseCoopers and LCH (Asia-Pacific) Surveyors Limited has given and has not withdrawn its written consent to the issue of this circular, with inclusion of its letter, report and references to its name in the form and context in which it appears.

(d) As at the Latest Practicable Date, each ofAnglo Chinese Corporate Finance, Limited, PricewaterhouseCoopers and LCH (Asia-Pacific) Surveyors Limited had no interest in any asset which have been since 31 December 2011 (being the date to which the latest published audited accounts of the Company were made up) acquired or disposed of by, or leased to, or are proposed to be acquired or disposed of by, or leased to, any member of the Group.

(e) The letter report by each of Anglo Chinese Corporate Finance, Limited, PricewaterhouseCoopers and LCH (Asia-Pacific) Surveyors Limited are prepared for incorporation in this circular.

MISCELLANEOUS

Mr. Huang Yong Feng is the company secretary of the Company.

The registered office of the Company is situated at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the PRC.

The principal place of business in Hong Kong of the Company is situated at Suites 2001–2005, 20th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong. The H share registrar of the Company, Hong Kong Registrars Limited, is situated at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Whanchai, Hong Kong.

Saved as otherwise stipulated in this circular, in the event of any inconsistency between the English version and the Chinese version, the English version shall prevail.

Documents for inspection

Copies of the following documents are available for inspection during normal business hours at the Company’s principal place of business in Hong Kong at Suites 2001–2005, 20th Floor, Jardine House, 1 Connaught Place, Central, Hong Kong from the date of this circular up to and including the date of the EGM:

(i) the Capital Increase Agreement;

(ii) the articles of association of the Company;

– VI-23 – APPENDIXVIGENERALINFORMATION

(iii) the letter from the Board, the text of which is set out on pages 5 to 16 of this circular;

(iv) the letter from the Independent Board Committee, the text of which is set out on pages 17 to 18 of this circular;

(v) the letter from the Independent Financial Adviser, the text of which is set out on pages 19 to 34 of this circular;

(vi) the review report from PricewaterhouseCoopers on the financial information of AVIC Vanke as set out in Appendix II to this circular;

(vii) the report from PricewaterhouseCoopers in respect of the unaudited pro forma financial information of the Group as set out in Appendix III to this circular;

(viii) the letter, summary of values and valuation certificate of property interests held by AVIC Vanke prepared by LCH (Asia-Pacific) Surveyors Limited, the text of which is set out in Appendix V to this circular;

(ix) the written consents of the experts referred to in the paragraph headed “Experts” in this appendix;

(x) the material contracts mentioned in the paragraph headed “Material Contracts” in this appendix;

(xi) the Company’s 2009, 2010 and 2011 annual reports and the Company’s 2012 interim report;

(xii) a copy of each circular issued by the Company pursuant to the requirements set out in Chapter 14 and/or Chapter 14A of the Listing Rules since 31 December 2011; and

(xiii) this circular.

– VI-24 – NOTICEOFTHEEGM

((formerly known as CATIC Shenzhen Holdings Limited (ଉέʕঘණྠٰ΅Ϟࠢʮ̡) (a joint stock company incorporated in the People’s Republic of China with limited liability) (Stock code: 00161)

NOTICEOFEXTRAORDINARYGENERALMEETING

NOTICEISHEREBYGIVEN that an extraordinary general meeting (the “EGM”) of AVIC International Holdings Limited (the “Company”) will be held at Level 25, Hangdu Building, CATIC Zone, Shennan Road Central, Futian District, Shenzhen, the People’s Republic of China on Friday, 12 April 2013 at 10:00 a.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolution:

ORDINARY RESOLUTION

“THAT:

(a) the capital increase agreement entered into among the Company, Vanke ,(”Enterprise Company Limited (ຬ߅Άٰุ΅Ϟࠢʮ̡) (“Vanke Enterprise (AVIC International Holding Corporation (ʕ਷ঘ٤Ҧஔ਷ყછٰϞࠢʮ̡ (“AVIC International”) and AVIC International Vanke Company Limited (ʕঘ ຬ߅Ϟࠢʮ̡) (“AVIC Vanke”) dated 27 December 2012 (the “Capital Increase Agreement”) in relation to the capital contribution of RMB600,000,000 and RMB400,000,000 in cash by AVIC International and Vanke Enterprise respectively to the registered capital and the capital reserve of AVIC Vanke (a copy of the Capital Increase Agreement has been produced to the Meeting marked “A” and initialled by the Chairman of the Meeting for the purpose of identification) and the transaction contemplated therein be and are hereby approved, confirmed and ratified; and

(b) any one director of the Company be and is hereby authorised to do all such further acts and things, negotiate, approve, agree, sign, initial, ratify and/or execute such further documents and take all steps which may be in his/her opinion be necessary, desirable or expedient to implement and/or give effect to the terms of the Capital Increase Agreement and the transactions contemplated thereunder.”

By Order of the Board AVIC International Holdings Limited Wu Guang Quan Chairman

Shenzhen, the People’s Republic of China, 25 February 2013

– EGM-1 – NOTICEOFTHEEGM

Notes:

1. EligibilityfortheEGM

Shareholders of the Company who intend to attend the EGM must deliver all instruments of transfer, accompanied by the relevant share certificates, to the legal address of the Company (for holders of domestic shares) or to the H share registrar of the Company, Hong Kong Registrars Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) on or before 4:30 p.m. on Tuesday, 12 March 2013.

2. Registration procedures for the EGM

(a) Ashareholder or his proxy should produce proof of identity when attending the EGM;

(b) Shareholders of the Company who intend to attend the EGM should return the confirmation slip for the EGM to the Company on or before Saturday, 23 March 2013; and

(c) Shareholders of the Company may send the above confirmation slip to the legal address of the Company in person, by post or by facsimile.

3. Proxy

(a) A shareholder of the Company eligible to attend the EGM is entitled to appoint one or more proxies to attend and vote on his behalf in accordance with the articles of association of the Company. A proxy need not be a shareholder of the Company;

(b) Aproxy shall be appointed by a written instrument signed by the appointer or its attorney. If the form of proxy is signed by the attorney of the appointer, the power of the attorney or other authorisation document(s) of such attorney should be notarised;

(c) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy, must be delivered to the legal address of the Company (for holders of domestic shares) or to the H share registrar of the Company, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) not less than 24 hours before the time designed for the holding of the EGM or not less than 24 hours before the time appointed for taking the poll; and

(d) Ashareholder of the Company who has appointed more than one proxy shall only vote on a poll at the EGM.

4. Closure of Register of Members of the Company

The register of members of the Company will be closed from Wednesday, 13 March 2013 to Friday, 12 April 2013 (both days inclusive), during which no transfer of shares of the Company will be registered. Holders of shares whose names stand on the register of members of the Company at 4:30 p.m. on Tuesday, 12 March 2013 are entitled to attend and vote at the EGM.

5. The EGM is expected not to last for more than half a day. Attendants shall bear their own traveling and accommodation expenses.

Legal address of the Company:

Level 25, Hangdu Building CATIC Zone Shennan Road Central Futian District, Shenzhen Guangdong Province the People’s Republic of China Tel.: 0755-8368 8956 Fax: 0755-8368 8209 Postal code: 518031

– EGM-2 –