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 or transferred all your shares in Little Sheep Group Limited, you should at once hand this circular to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Little Sheep Group Limited 小 肥 羊 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 968)

DISCLOSEABLE TRANSACTION ACQUISITION OF OFFICE PREMISES

26 September 2008 CONTENTS

Pages

Definitions ...... 1

Letter from the Board

1. Introduction ...... 3

2. The Agreement ...... 4 3. Business of the Group and Reasons for the Acquisition ...... 5

4. Discloseable Transaction ...... 5 5. General ...... 5

Appendix — General Information ...... 6

– i – DEFINITIONS

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

‘‘Acquisition’’ the acquisition of the Office Premises by the Purchaser

‘‘Agreement’’ the agreement entered into between Huaning as vendor and Little Sheep PRC as purchaser on 5 September 2008 for sale and purchase of the Office Premises

‘‘associates’’ has the meaning ascribed to it under the Listing Rules

‘‘Board’’ the board of Directors

‘‘Company’’ Little Sheep Group Limited (小肥羊集團有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

‘‘Completion’’ completion of the Acquisition in accordance with the Agreement

‘‘Directors’’ directors of the Company

‘‘Group’’ the Company and its subsidiaries

‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of

‘‘Independent Third Parties’’ parties who are independent of and not connected with the directors, chief executive and substantial shareholders of the Company, its subsidiaries or any of their respective associates

‘‘Latest Practicable Date’’ 19 September 2008, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion herein

‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

‘‘Little Sheep PRC’’ or Little Sheep Catering Chain Co., Ltd. (內蒙古小 ‘‘Purchaser’’ 肥羊餐飲連鎖有限公司), incorporated in the PRC and an indirect wholly-owned subsidiary of the Company

‘‘Office Premises’’ Units 901–911 representing the entire 9th floor of the office building currently under construction proposed to be named as 華 寧國際廣場 located at No. 300 Xuanhua Road, Changning District, Shanghai, the PRC

‘‘PRC’’ the People’s Republic of China

– 1 – DEFINITIONS

‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

‘‘Shanghai Huaning’’ or ‘‘Vendor’’ 上海華寧置業有限公司 (Shanghai Huaning Real Estate Company Limited), the vendor of the Office Premises

‘‘Share(s)’’ ordinary share(s) of par value HK$0.10 each in the share capital of the Company

‘‘Shareholders’’ holders of the shares of the Company

‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

‘‘RMB’’ Renminbi, the lawful currency of the PRC

‘‘sq.m.’’ square metres

‘‘%’’ per cent.

In this circular, for purpose of illustration only, amount quoted in RMB have been translated into Hong Kong dollars at the rate of RMB1.0000 to HK$1.1414 unless otherwise stated. Such exchange rates has been used, where applicable, for purposes of illustration only and does not constitute a representation that any amounts were or may have been exchanged at this exchange rate or any other rates or at all.

– 2 – LETTER FROM THE BOARD

Little Sheep Group Limited 小 肥 羊 集 團 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 968)

Executive Directors: Registered Office: Mr. Zhang Gang (Chairman) Cricket Square, Mr. Lu Wenbing Hutchins Drive, Mr. Yeung Yiu Keung PO Box 2681, Mr. Wang Daizong Grand Cayman, Mr. Zhang Zhanhai KY1-1111, Ms. Kou Zhifang Cayman Islands Ms. Li Baofang Principal Place of Business Non-executive Directors: in Hong Kong: Mr. Chen Hongkai Unit 1104, Mr. Nishpank Rameshbabu Kankiwala 11/F, Jubilee Centre, 42–46 Gloucester Road, Independent Non-executive Directors: Wan Chai, Dr. Xiang Bing Hong Kong Mr. Yeung Ka Keung Mr. Shin Yick, Fabian

26 September 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

1. INTRODUCTION

The Board announced in an announcement of the Company dated 5 September 2008 that on 5 September 2008, Little Sheep PRC, an indirect wholly-owned subsidiary of the Company, entered into the Agreement with Shanghai Huaning whereby Shanghai Huaning agreed to sell and Little Sheep PRC agreed to purchase the Office Premises for a total consideration of RMB60,955,686 (equivalent to approximately HK$69,574,820).

– 3 – LETTER FROM THE BOARD

The Acquisition contemplated under the Agreement constitutes a discloseable transaction under Chapter 14 of the Listing Rules for the Company.

The purpose of this circular is to provide you with further details of the Acquisition and other information as required by the Listing Rules.

2. THE AGREEMENT

(1) Date 5 September 2008

(2) Parties

Vendor Shanghai Huaning. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are Independent Third Parties. Shanghai Huaning is a non wholly-owned subsidiary of 中華企業股份有限公司 (China Enterprise Company Limited), a company listed on the Shanghai Stock Exchange.

Purchaser Little Sheep PRC, an indirect wholly-owned subsidiary of the Company.

(3) Office Premises

The Office Premises to be acquired under the Agreement comprises the entire 9th floor of the office building currently under construction and development by the Vendor to be known as 華寧 國際廣場 located at No. 300 Xuanhua Road, Changning District, Shanghai, the PRC. The Office Premises will have a gross floor area of approximately 2,518.83 sq.m.

(4) Consideration

The total consideration for the Office Premises is RMB60,955,686 (equivalent to approximately HK$69,574,820) payable in cash. The first installment in the amount of RMB30,477,843 (equivalent to approximately HK$34,787,410) which represents 50% of the total consideration had been paid to the Vendor. Currently, the land and construction in progress thereon of which the Office Premises forms part are subject to various mortgages taken out by the Vendor with a commercial bank in the PRC. Pursuant to the Agreement, the Vendor will arrange for the release of the mortgages concerning the Office Premises by the mortgagee bank within 20 working days after signing of the Agreement and thereafter registration of the Agreement with the relevant PRC land authority within the stipulated period under the applicable laws and regulations in the PRC and Shanghai. The remaining balance of the consideration in the sum of RMB30,477,843 (equivalent to approximately HK$34,787,410) shall be paid to the Vendor by Little Sheep PRC within three working days after registration of the Agreement.

The consideration was determined after arm’s length negotiations between Little Sheep PRC and the Vendor with references to the prevailing market value and recent transaction record of comparable properties in the vicinity. The Directors are of the view that the consideration of the Acquisition is in line with the market value and recent transaction records of the comparable properties nearby.

– 4 – LETTER FROM THE BOARD

The consideration is intended to be financed by internal resources of the Group and not from the proceeds of the initial public offering of the Shares. Such proceeds will be used in the manner as set out in the Company’s prospectus dated 2 June 2008.

(5) Delivery of the Office Premises upon Completion

It is expected that the delivery of the Office Premises will take place on or before 30 November 2008. If there is any delay in delivery, a penalty will be charged and payable to Little Sheep PRC by the Vendor at a daily rate of 0.01% of the amount of the total consideration paid in respect of the Office Premises from 1 December 2008 up to the day of actual delivery.

3. BUSINESS OF THE GROUP AND REASONS FOR THE ACQUISITION

The Group is principally engaged in the operation of full-service restaurant chain, the provision of catering services and the sale of related food products. As far as the Board is aware, the Vendor is principally engaged in property development.

It is intended that the Office Premises will be used as offices for the Group’s operational headquarters and the regional headquarters of the Group’s Eastern PRC operations. The continued expansion of the Group’s operational headquarters in Shanghai demands more office space. Also, the new Office Premises allows the Group’s operational headquarters and the Eastern PRC regional headquarters, which are currently in separate locations, to be migrated under the same roof to enhance operational efficiency and save administrative and other operating costs. The Office Premises is located in Changning District, one of the busiest and well-developed commercial centres in Shanghai. The Directors consider that the Office Premises is of high investment value in the long term in view of its prime location.

The Directors are of the view that the transactions contemplated under the Agreement are fair and reasonable and on normal commercial terms and the Acquisition is in the interests of the Company and its Shareholders as a whole.

The Acquisition will not have any significant impact on the net asset value of the Group as the increase in the non-current assets of the Group will be offset by the corresponding decrease in the Group’s cash. Further, the Directors believe that the Acquisition will not have any significant effect on the assets and liabilities of the Group.

4. DISCLOSEABLE TRANSACTION

As the applicable percentage ratios of the Acquisition exceeds 5% and below 25%, the Acquisition contemplated under the Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

5. GENERAL

Your attention is drawn to the general information set out in the appendix to this circular.

Yours faithfully, ByorderoftheBoard Little Sheep Group Limited Zhang Gang Chairman

– 5 – APPENDIX GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

A. Directors

As at the Latest Practicable Date, the interests of the Directors and chief executive of the Company in any Shares, underlying Shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required to be entered in the register maintained by the Company pursuant to section 352 of the SFO; or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as contained in the Listing Rules, were as follows:

Total number Approximate of ordinary percentage of Capacity shares shareholding

(1) The Company

Name of Director

Zhang Gang Interest of a controlled 3,091,000 0.30% corporation(1) (2) Associated Corporation Possible Way International Limited (‘‘Possible Way’’)

Name of Director

Zhang Gang Personal interest 2,550 25.50% Chen Hongkai Personal interest 1,836 18.36% Kou Zhifang Personal interest 739 7.39% Li Baofang Personal interest 613 6.13% Zhang Zhanhai Personal interest 450 4.50% Lu Wenbing Personal interest 557 5.57% Wang Daizong Personal interest 163 1.63% Yeung Yiu Keung Personal interest 103 1.03% Nishpank Rameshbabu Personal interest 7 0.07% Kankiwala

– 6 – APPENDIX GENERAL INFORMATION

Notes:

(1) These shares were held by Beefup Group Limited of which Mr. Zhang Gang is interested in the entire issued share capital.

(2) The interest of Directors in the underlying of equity derivatives in respect of options granted to them pursuant to a Pre-IPO share option scheme adopted by the Company on 20 December 2007 (the ‘‘Pre-IPO Share Option Scheme’’) are detailed in the paragraph headed ‘‘Pre-IPO Share Option Scheme’’ below.

(3) All interests disclosed above represent long position in the respective shares of the Company and the associated corporation.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required to be enteredintheregisterrequiredtobekeptbytheCompanypursuanttosection352oftheSFO;or (iii) were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

B. Substantial Shareholders

As at the Latest Practicable Date, so far as was known to the Directors and chief executive of the Company, the following persons or corporations (not being Directors or chief executive of the Company), had an interest or short position in the Shares or underlying Shares 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 were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital:

(1) The Company

Approximate Percentage Name of Name of Number of issued Name registered owner beneficial owner of shares share capital

Possible Way Possible Way Possible Way 522,658,500 50.86%(L) Billion Year International Billion Year Billion Year 114,341,500 11.13%(L) Limited (‘‘Billion Year’’) 3i Investments plc(1) N/A N/A 116,363,896(2) 11.32%(3)(L) 3i GP 2006-08 Limited(1) N/A N/A 78,948,956(2) 7.68%(3)(L) 3i Holdings plc(1) N/A N/A 78,948,956(2) 7.68%(3)(L) 3i Group plc (‘‘3i’’)(1) 3i 3i 116,363,896(2) 11.32%(3)(L) 3i Global Growth 2006-08 3i Nominees 3i Global Growth 51,831,706(1)(b) 5.04%(3)(L) LP(1)(b) Limited 2006-08 LP(1)(b)

(L) denotes long position

(S) denotes short position

– 7 – APPENDIX GENERAL INFORMATION

Notes:

(1) 3i, a shareholder of the Company, is a company incorporated in England having its shares listed on the London Stock Exchange. 3i legally and beneficially owns 37,414,940 Shares, representing approximately 3.64% of the issued share capital of the Company. 3i Nominees Limited is a shareholder of the Company and acts:

(a) as nominee of 3i Asia Growth 2006-08 LP, an English limited partnership. 3i Asia Growth 2006-08 LP beneficially owns 25,915,853 Shares, representing approximately 2.52% of the issued share capital of the Company;

(b) as nominee of 3i Global Growth 2006-08 LP, an English limited partnership. 3i Global Growth 2006-08 LP beneficially owns 51,831,706 Shares, representing approximately 5.04% of the issued share capital of the Company;

(c) as nominee of Asia Growth Co-invest 2006-08 LP, an English limited partnership. Asia Growth Co-invest 2006-08 LP beneficially owns 1,072,676 Shares, representing approximately 0.10% of the issued share capital of the Company; and

(d) as nominee of Global Growth Co-invest 2006-08 LP, a limited partnership registered under the laws of Jersey. Global Growth Coinvest 2006-08 LP beneficially owns 128,721 Shares, representing approximately 0.01% of the issued share capital of the Company.

3i Investments plc, as the manager of the investments for each of 3i, 3i Asia Growth 2006-08 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006-08 LP and Global Growth Co-invest 2006-08 LP, has the discretionary power to control the exercise of the voting rights to the shares beneficially owned by 3i, 3i Asia Growth 2006-08 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006- 08 LP and Global Growth Co-invest 2006-08 LP. Accordingly, 3i Investments plc is deemed to be interested in all the Shares held by 3i, 3i Nominees Limited (as nominee of 3i Asia Growth 2006-08 LP), 3i Nominees Limited (as nominee of 3i Global Growth 2006-08 LP), 3i Nominees Limited (as nominee of Asia Growth Co-invest 2006-08 LP) and 3i Nominees Limited (as nominee of Global Growth Co-invest 2006-08 LP), being a total of 116,363,896 Shares, representing approximately 11.32% of the issued share capital of the Company. 3i Investments plc is an indirect wholly owned subsidiary of 3i. Similarly, 3i Nominees Limited and 3i GP 2006-08 Limited as the general partner of each of 3i Asia Growth 2006-08 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006-08 LP and Global Growth Co-invest 2006-08 LP are also indirect wholly owned subsidiaries of 3i. 3i GP 2006-08 Limited, as the general partner of each of 3i Asia Growth 2006-08 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006-08 LP and Global Growth Co-invest 2006-08 LP, has the authority to manage the partnerships. 3i GP 2006-08 Limited is wholly owned by 3i Holdings plc which in turn is wholly owned by 3i. Accordingly, each of 3i GP 2006-08 LP and 3i Holdings plc is deemed to be interested in all the Shares held by 3i Asia Growth 2006-2008 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006-08 LP and Global Growth Co-invest 2006-08 LP.

(2) In addition to the 37,414,940 Shares beneficially owned by 3i itself, 3i is also deemed to be interested in a total of 78,948,956 Shares beneficially owned by 3i Asia Growth 2006-08 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006-08 LP and Global Growth Co-invest 2006-08 LP. 3i Investments plc, as investment manager, is also be deemed to be interested in those 116,363,896 Shares.

(3) The 116,363,896 Shares represent the same interests and are therefore duplicated between 3i and 3i Investments plc. The 78,948,956 Shares beneficially owned by 3i Asia Growth 2006-08 LP, 3i Global Growth 2006-08 LP, Asia Growth Co-invest 2006-08 LP and Global Growth Co-invest 2006-08-LP, of which 3i GP 2006-08 Limited is the general partner, represent the same interest and are therefore duplicated among 3i, 3i Investments plc, 3i GP 2006-08 Limited and 3i Holdings plc. Further, the 51,831,706 Shares beneficially owned by 3i Global Growth 2006-08 LP represent the same interest and are therefore duplicated among 3i, 3i Global Growth 2006-08 LP and 3i Investments plc.

– 8 – APPENDIX GENERAL INFORMATION

(2) Other members of the Group

Approximate percentage of interest in the Name of shareholders Name of corporation Capacity corporation

Baotou City Shenhua Baotau Little Sheep Shenwah Beneficial Interest 49% International (Hotel) Catering Co., Ltd. Co., Ltd. (包頭市小肥羊神華餐飲 (包頭市神華國際城(大酒店) 有限公司) 有限公司)

Inner Mongolia Rixin Little Sheep Meat Co Beneficial Interest 12.57% Guarantee & Investment (Group) Co., Ltd. (內蒙古日信擔保投資(集團) 有限公司)

Alwayscome Ltd. Inner Mongolia Little Lamb USA Beneficial Interest 10% Corporation (內蒙古小肥羊美國公司)

Guangyang International Inner Mongolia Little Lamb USA Beneficial Interest 20% Investment Inc. Corporation (內蒙古小肥羊美國公司)

Webcrew Corporation XiaoFeiYang Co., Ltd. Beneficial Interest 37.50% (株式會社小肥羊日本)

Zhang Xiuping (i) Yuyao Little Sheep Catering Beneficial Interest 10% Co., Ltd. (余姚市小肥羊餐飲 有限公司)

(ii) Ningpo Little Sheep Catering Beneficial Interest 20% Co., Ltd. (寧波市小肥羊餐飲 有限公司)

(iii) Shenyang Xiangjiang Little Beneficial Interest 20% Sheep Catering Co., Ltd. (沈陽香江小肥羊餐飲 有限公司)

(iv) Anshan Century Little Sheep Beneficial Interest 10% Catering Co., Ltd. (鞍山百年小肥羊餐飲 有限公司)

(v) Dalian Changxing Little Beneficial Interest 10% Sheep Catering Co., Ltd. (大連長興小肥羊餐飲 有限公司)

(vi) Shenyang Minsheng Little Beneficial Interest 10% Sheep Catering Co., Ltd. (沈陽市民生小肥羊餐飲 有限公司)

– 9 – APPENDIX GENERAL INFORMATION

Approximate percentage of interest in the Name of shareholders Name of corporation Capacity corporation

Li Xiaojun Little Sheep Catering Beneficial Interest 10% Co., Ltd. (成都市小肥羊餐飲 有限責任公司)

Gao Wenjie Guangzhou Little Sheep Trading Beneficial Interest 20% Co., Ltd. (廣州市小肥羊貿易有限公司)

Li Chunmei (i) Fuzhou Fuxing Little Sheep Beneficial Interest 10% Catering Co., Ltd. (福州福星小肥羊餐飲 有限公司)

(ii) Nanjing Lucheng Little Beneficial Interest 10% Sheep Catering Management Co., Ltd. (南京鹿城小肥羊餐飲經營 管理有限公司)

Xie Lixia (i) Nanjing Lucheng Little Beneficial Interest 10% Sheep Catering Management Co., Ltd. (南京鹿城小肥羊餐飲經營 管理有限公司)

(ii) Fuzhou Fuxing Little Sheep Beneficial Interest 10% Catering Co., Ltd. (福州福星小肥羊餐飲 有限公司)

Cao Xiaojun (i) Yinchuan Little Sheep Beneficial Interest 49% Catering Co., Ltd. (銀川小肥羊餐飲有限公司)

(ii) Tianshui Little Sheep Beneficial Interest 29% Catering Co., Ltd. (天水小肥羊餐飲有限公司)

(iii) Gansu Hongfu Little Sheep Beneficial Interest 49% Catering Co., Ltd. (甘肅鴻福小肥羊餐飲 有限公司)

Wong Wei Dongguan Humen Little Sheep Beneficial Interest 10% Catering Co., Ltd. (東莞市虎門小肥羊餐飲 有限公司)

Xu Zhonggang Changsha Yongao Catering Beneficial Interest 10% Co., Ltd. (長沙永傲餐飲有限公司)

– 10 – APPENDIX GENERAL INFORMATION

Approximate percentage of interest in the Name of shareholders Name of corporation Capacity corporation

Wang Yuzhu Nanning Little Sheep Catering Beneficial Interest 10% Co., Ltd. (南寧市小肥羊餐飲連鎖 有限公司)

Wang Xiaobing Tianshui Little Sheep Catering Beneficial Interest 20% Co., Ltd. (天水小肥羊餐飲有限公司)

Zhang Guiying Hefei Little Sheep Catering Beneficial Interest 10% Co., Ltd. (合肥小肥羊餐飲連鎖有限公司)

Lei Shouren Nanjing Lucheng Little Sheep Beneficial Interest 10% Catering Management Co Ltd. (南京鹿城小肥羊餐飲經營管理 有限公司)

Save as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any other person who, had an interest or short position in the Shares or underlying Shares 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 or had any options in respect of such capital.

C. Pre-IPO Share Option Scheme

Pursuant to the Pre-IPO Share Option Scheme adopted on 20 December 2007, the Company has granted certain options to eligible directors, senior management and employees of the Group to subscribe for ordinary shares in the Company subject to the terms and conditions stipulated under the Pre-IPO Share Option Scheme. The Pre-IPO Share Option Scheme will remain in force for a period of 10 years from the grant date. As at the Latest Practicable Date, 26,379,680 options were granted under the Pre-IPO Share Option Scheme, and no such share options have been exercised

– 11 – APPENDIX GENERAL INFORMATION

yet. Details of the share options outstanding as at the Latest Practicable Date which have been granted under the Pre-IPO Share Option Scheme are as follows:

Options granted Approximate and outstanding percentage of at the Latest shareholding if Name of Grantees Practicable Date fully exercised(2)

Directors of the Company Chen Hongkai 300,000 0.0285% Lu Wenbing 2,487,680 0.2360% Wang Daizong 150,000 0.0142% Yeung Yiu Keung 1,400,000 0.1328% Kou Zhifang 510,000 0.0484% Li Baofang 730,000 0.0693%

Directors of subsidiaries Li Lichen 100,000 0.0095% Hu Guili 50,000 0.0047% Guo Lili 50,000 0.0047% Wang Yuzhu 50,000 0.0047% Wang Wei 50,000 0.0047% Xu Zhonggang 50,000 0.0047% Li Jianbo 50,000 0.0047% Zhang Guiying 50,000 0.0047% Li Chunmei 50,000 0.0047% Xie Lixia 50,000 0.0047% Zhang Xiuping 400,000 0.0380% Other employees 19,852,000 1.8838%

Total 26,379,680 2.5028%

Notes:

(1) All options under the Pre-IPO Option Scheme were granted on 28 December 2007 at an exercise price of HK$2.11 per Share.

(2) These percentages are calculated on the basis of 1,054,022,550 Shares in issue, assuming all the options granted under the Pre-IPO Share Option Scheme are exercised in full at the same time.

– 12 – APPENDIX GENERAL INFORMATION

(3) All holders of options granted under the Pre-IPO Share Option Scheme may only exercise their options in the following manner:

Maximum percentage of options exercisable Period for vesting of the relevant percentage of the option

10% of the total number of the options to any From the grant date of the options to expiry of the grantee 12-month period after the grant date of the options or of the 6-month period after the date of the initial public offering of the Company (i.e. 12 June 2008), whichever is later

15% of the total number of the options to any From the grant date of the options to expiry of 24- grantee month period after the grant date of the options

30% of the total number of the options to any From the grant date of the options to expiry of 36- grantee month period after the grant date of the options

45% of the total number of the options to any From the grant date of the option to expiry of 48- grantee month period after the grant date of the options

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into, or was proposing to enter into, any service contracts with the Company or any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

4. LITIGATION

As at the Latest Practicable Date, so far as the Directors were aware, neither the Company nor any member of the Group is engaged in any litigation or arbitration of material importance and there is no litigation or arbitration or claim of material importance known to the Directors to be pending or threatened by or against the Company or any member of the Group.

5. COMPETING INTEREST

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors nor respective associates have any interest in any business, which may compete with the business of the Group.

6. GENERAL

(a) The qualified accountant and the company secretary of the Company is Mr. Lee Kwok Wa, FCCA, solicitor of HKSAR.

(b) The registered office of the Company is situated at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

(c) The Hong Kong branch share registrar and transfer office of the Company is Tricor Investor Services Limited of 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong

(d) In any event of inconsistency, the English text of this circular shall prevail over the Chinese text.

– 13 –