香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因依賴該 等內容而引致的任何損失承擔任何責任。 Glorious Property Holdings Limited 囱盛地產控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：845） 海外監管公告 本海外監管公告乃根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上市 規則」）第13.09(2)條發表。 謹此提述囱盛地產控股有限公司（「本公司」）於二零一零年十月十八日及二零一零 年十月十九日刊發有關票據發行的公告（「該等公告」）。除另行界定外，本公告所 用詞彙與該等公告所界定者具有相同涵義。 本公司董事會（「董事會」）欣然宣佈，購買協議項下的所有先決條件已獲達成，票 據發行已於二零一零年十月二十五日完成。 請參閱隨附有關票據的發售備忘錄（「發售備忘錄」），發售備忘錄已在二零一零年 十月二十五日登載於新加坡交易所的網站。新加坡交易所對其中所作任何陳述或 所發表意見或所載報告的準確性概不承擔責任。 於聯交所網站登載發售備忘錄，僅為向香港投資者進行同等的資訊傳達及遵守上 市規則第13.09(2)條，別無其他目的。 – 1 – 發售備忘錄並不屬向任何司法權區的公眾提呈出售任何證券的招股章程、通告、 通函、宣傳冊、廣告或文件，亦非邀請公眾提出收購、認購或購買任何證券的要 約或邀約，且不旨在邀請或誘使公眾提出收購、認購或購買任何證券的要約。 發售備忘錄不應被視為誘使認購或購買本公司任何證券，亦不擬構成該等勸誘。 任何人士均不應以發售備忘錄所載信息作出投資決定。 承董事會命 囱盛地產控股有限公司 主席 張志熔 香港，二零一零年十月二十五日 於本公告日期，本公司執行董事為張志熔先生、丁向陽先生、程立雄先生、劉寧先生、夏景華先 生、李曉斌先生和嚴志榮先生；本公司獨立非執行董事為嚴炳權先生、廖舜輝先生、沃瑞芳先生 和韓平先生。 – 2 – NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES. THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE OUTSIDE OF THE UNITED STATES IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (the “Offering Memorandum”) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation and your representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to any securities described therein, investors must be outside the United States. By accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and that you consent to delivery of the attached Offering Memorandum and any amendments or supplements by electronic transmission. Within the United Kingdom, the attached Offering Memorandum is being directed solely at and may only be communicated to persons who: (i) fall within Article 19(5) or Article 49(2)(a)-(d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (ii) are outside the United Kingdom, or (iii) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons collectively being referred to as “Relevant Persons”). The attached Offering Memorandum is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which the attached Offering Memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Offering Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Any person who is not a Relevant Person should not act or rely on the Offering Memorandum or any of its contents. Restrictions: The Offering Memorandum is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described in the Offering Memorandum. You are reminded that the information in the attached Preliminary Offering Memorandum is not complete and may be changed. An investment decision should only be made on the basis of a complete final offering memorandum. You are reminded that the attached Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the attached Offering Memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located. If this is not the case, you must return the Offering Memorandum to us immediately. You may not, nor are you authorized to, deliver or disclose the contents of this Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchaser or any affiliate of the initial purchaser is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchaser or such affiliate on behalf of the issuer in such jurisdiction. This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently, neither Standard Chartered Bank (the “Lead Manager”) nor any person who controls it nor any director, officer, employee nor agent thereof or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Lead Manager. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Offering Memorandum Strictly confidential Glorious Property Holdings Limited (incorporated with limited liability under the laws of the Cayman Islands) US$300,000,000 13.00% Senior Notes due 2015 The US$300,000,000 13.00% Senior Notes due 2015 (the “Notes”) will bear interest at the rate set forth above from and including October 25, 2010 to but excluding October 25, 2015, payable semi-annually in arrears, on April 25 and October 25 of each year, commencing April 25, 2011. The Notes will mature on October 25, 2015 if not redeemed earlier. The Notes are senior obligations of Glorious Property Holdings Limited (the “Issuer”), guaranteed (the “Subsidiary Guarantees”) by our existing subsidiaries (the “Subsidiary Guarantors”) other than those subsidiaries organized under the laws of the People’s Republic of China (the “PRC”) and certain offshore subsidiaries designated by us as offshore non-guarantor subsidiaries (together, the “Non-Guarantor Subsidiaries”). Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Issuer may be replaced by a limited-recourse guarantee (“JV Subsidiary Guarantee”). We refer to the subsidiaries providing a JV Subsidiary Guarantee as “JV Subsidiary Guarantors”. We may at our option redeem the Notes, in whole or in part, at any time and from time to time, on or after October 25, 2013, at the redemption prices set forth in this offering memorandum plus accrued and unpaid interest, if any, to (but not including) the redemption date. In addition, at any time and from time to time prior to October 25, 2013, we may redeem up to 35% in aggregate principal amount of the Notes, at a redemption price equal to 113.00% of their principal amount, plus accrued and unpaid interest, if any, using proceeds from sales of certain kinds of our capital stock. In addition, we may redeem the Notes at any time prior to October 25, 2013, in whole but not in part, at a price equal to 100% of the principal amount of such Notes plus (i) accrued and unpaid interest (if any) to (but not including) the redemption date and (ii) a premium set forth in this offering memorandum. Upon the occurrence of a Change of Control Triggering Event (as defined herein), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will be (1) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (2) at least pari passu with all our other unsecured, unsubordinated indebtedness (subject to any priority rights pursuant to applicable law), (3) effectively subordinated to our secured obligations and secured obligations of the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any), to the extent of the assets serving as security therefor and (4) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries. The Notes and the Subsidiary Guarantees will be secured by first priority liens over the capital stock of the Subsidiary Guarantors and the JV Subsidiary Guarantors (if any).