OFFERING CIRCULAR CONFIDENTIAL US$150,000,000 (Incorporated in the Cayman Islands with limited liability) 13.50% Senior Notes due 2018 We are offering US$150,000,000 13.50% senior notes due 2018 (the ‘‘Notes’’). The Notes will bear interest at the rate of 13.50% per annum. The Notes will bear interest from the Original Issue Date, payable semi-annually in arrears on April 16 and October 16 of each year, commencing April 16, 2014. The Notes will mature on October 16, 2018. At any time on or after October 16, 2016, we may redeem the Notes in whole or in part, at the redemption prices specified under ‘‘Description of the Notes — Optional Redemption.’’ At any time prior to October 16, 2016, we may redeem the Notes at our option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus the Applicable Premium (as defined in ‘‘Description of the Notes’’) applicable to the Notes as of, plus accrued and unpaid interest, if any, to, the redemption date. Before October 16, 2016, we may redeem up to 35% in aggregate principal amount of the Notes, at a redemption price equal to 113.5% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date, with the proceeds from sales of certain kinds of ordinary shares. We may redeem the Notes at our option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the redemption date, in the event of certain changes in specified tax laws or other circumstances. Upon the occurrence of a Change of Control Triggering Event (as defined in ‘‘Description of the Notes’’), we must make an offer to purchase all the Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the purchase date. See ‘‘Description of the Notes — Repurchase of Notes Upon a Change of Control Triggering Event.’’ The Notes will (1) be general obligations of China Properties Group Limited (the ‘‘Company’’), (2) rank at least pari passu in right of payment with respect to our unsecured, unsubordinated indebtedness, (3) rank senior in right of payment to any of our existing and future obligations expressly subordinated in right of payment to the Notes and (4) be effectively subordinated to our secured obligations and those of the Subsidiary Guarantors, other than Permitted Pari Passu Secured Indebtedness, to the extent of the assets serving as security therefor. The Subsidiary Guarantors will guarantee the Notes on a senior basis as more fully described herein. However, applicable law may limit the enforceability of the Subsidiary Guarantees. See ‘‘Risk Factors — Risks Relating to the Notes’’ and ‘‘Risk Factors — Risks Relating to the Subsidiary Guarantees and the Collateral.’’ Offering Price: 99.117% plus accrued interest, if any The Notes and the Subsidiary Guarantees have not been and will not be registered under the United States Securities Act of 1933 (the ‘‘Securities Act’’) or other securities laws and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and distribution of this offering circular, see ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions.’’ Approval in-principle has been received for the listing and quotation of the Notes on the Official List of the Singapore Exchange Securities Trading Limited (the ‘‘SGX-ST’’). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or information contained in this offering circular. Approval in-principle for the listing and quotation of the Notes on the SGX-ST is not to be taken as an indication of the merits of the offering, the Company, the Subsidiary Guarantors, their respective subsidiaries or associated companies (if any), the Subsidiary Guarantees or the Notes. Currently, there is no public market for the Notes. Investing in the Notes involves risks. See ‘‘Risk Factors’’ beginning on page 13. It is expected that the Notes will be ready for delivery, in book-entry form through the facilities of Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme, Luxembourg (‘‘Clearstream’’) on or about October 16, 2013 (the ‘‘Closing Date’’) against payment therefor in immediately available funds. Sole Bookrunner and Lead Arranger BofA Merrill Lynch The date of this offering circular is October 8, 2013. CONTENTS Page Page SUMMARY ......................... 1 BUSINESS ......................... 87 RISKFACTORS .................... 13 REGULATIONS .................... 115 USEOFPROCEEDS ................ 47 DIRECTORS AND MANAGEMENT 148 EXCHANGE RATE INFORMATION 48 PRINCIPALSHAREHOLDERS ..... 153 CAPITALIZATION RELATED PARTY TRANSACTIONS 154 ANDINDEBTEDNESS ............ 49 DESCRIPTION OF OTHER SELECTED CONSOLIDATED MATERIALINDEBTEDNESS .... 155 FINANCIAL INFORMATION DESCRIPTIONOFTHENOTES .... 160 ANDOTHERDATA .............. 50 TAXATION . ...................... 230 MANAGEMENT’S DISCUSSION AND PLANOFDISTRIBUTION ......... 233 ANALYSIS OF FINANCIAL TRANSFERRESTRICTIONS ....... 238 CONDITION AND RESULTS RATINGS .......................... 239 OFOPERATIONS ................ 53 LEGALMATTERS ................. 239 INDUSTRYOVERVIEW ............ 75 INDEPENDENTAUDITOR ......... 239 DESCRIPTION OF THE GROUP . 85 INDEX TO THE FINANCIAL STATEMENTS ................... F-1 This confidential offering circular does not constitute an offer to sell, or a solicitation of an offer to buy, any Note offered hereby by any person in any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances imply that there has been no change in our affairs or that the information set forth in this offering circular is correct as of any date subsequent to the date hereof. In connection with this offering, Merrill Lynch International, as the stabilizing manager, or any person acting for it, may purchase and sell the Notes in the open market. However, there is no obligation on the stabilizing manager to do so. These transactions may, to the extent permitted by applicable laws and regulations, include short sales, stabilizing transactions and purchases to cover positions created by short sales. These activities may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price of the Notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time and must in any event be brought to an end after a limited time. These activities will be undertaken solely for the account of the stabilizing manager and not for or on behalf of us. No representation or warranty, express or implied, is made or given by Merrill Lynch International (the ‘‘Initial Purchaser’’), Citicorp International Limited (the ‘‘Trustee’’ and ‘‘Collateral Agent’’), Citigroup Global Markets Deutschland AG (the ‘‘Registrar’’) and Citibank, N.A., London Branch (the ‘‘Paying Agent’’ and ‘‘Transfer Agent’’) as to the accuracy or completeness of the information contained in this offering circular. Nothing contained in this offering circular is, or should be relied upon as, a promise or representation by the Initial Purchaser as to the past or future. Each investor should assume that the information appearing in this offering circular is accurate only as of the date on the front cover of this offering circular. Our business, financial condition or results of operations may have changed since that date. i You should rely only on the information contained in this offering circular. We have not, and the Initial Purchaser has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing the Notes, you will be deemed to have made the acknowledgments, representations, warranties and agreements described under the heading ‘‘Transfer Restrictions’’ in this offering circular. You should understand that you will be required to bear the financial risks of your investment for an indefinite period of time. This offering circular has been submitted confidentially to a limited number of institutional investors so that they can consider a purchase of the Notes. We have not authorized its use for any other purpose. This offering circular may not be copied or reproduced in whole or in part. It may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this offering circular, you agree to these restrictions. See ‘‘Transfer Restrictions.’’ Each person receiving this offering circular acknowledges that (i) such person has been afforded an opportunity to request from us and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained herein, (ii) such