Centraland IPO Final

A Premium Brand Property Developer in Zhengzhou City

CENTRALAND LIMITED中部大观地产有限公司*(Incorporated in Bermuda on 28 September 2007)

(Company Registration No: 40770)

Invitation in respect of 245,000,000 New Shares of HK$0.40 each as follows:

(i) 5,000,000 Offer Shares at S$0.50 each by way of public offer; and

(ii) 240,000,000 Placement Shares at S$0.50 each by way of placement,

payable in full on application.

* For identification purposes only

PROSPECTUS DATED 22 JANUARY 2008(registered by the Monetary Authority of Singapore on 22 January 2008)

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser.

We have made an application to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in and for quotation of the ordinary shares of HK$0.40 each (the “Shares”) in the capital of CentraLand Limited (the “Company”) already issued and the new Shares (the “New Shares”) which are the subject of this Invitation (as defined herein). Such permission will be granted when we have been admitted to the Official List of SGX-ST. The dealing in and quotation of the Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in, and for quotation of, all of the existing issued Shares, and the New Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not granted or for any other reasons, monies paid in respect of any application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefit arising therefrom and you will not have any claims whatsoever against us, the Issue Manager, the Underwriter or the Placement Agent (all as defined herein).

The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company and its subsidiaries, our Shares and the New Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the ‘‘Authority’’) on 19 December 2007 and 22 January 2008 respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the case may be, being offered for investment.

The Bermuda Monetary Authority has given its consent to the issue of the New Shares pursuant to the Invitation on the terms referred to in this Prospectus. A copy of this Prospectus will be filed with the Registrar of Companies in Bermuda. The Bermuda Monetary Authority in granting such permission and the Registrar of Companies in Bermuda in accepting this Prospectus for filing accept no responsibility for the financial soundness of our Group (as defined herein) or any proposal or for the correctness of any of the statements made or opinions expressed herein or any other documents.

Investing in our Shares involves risks which are described in the section entitled “Risk Factors” in this Prospectus. No Shares will be allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.

OUR BUSINESS

• We are a premium brand property developer in Zhengzhou city, the provincial capital of Henan Province, which is one of the most populated provinces in the PRC.

• We are engaged principally in the development and sale of residential and commercial properties. In addition, we also derive rental income through leasing some of our properties.

• Currently, we are involved in two main property developments: Guoling Shanshui (果岭山水), a self-contained, high-end integrated property development, and J-Expo (金智•万博商城), a commercial property project with retail and office units.

OUR PROPERTY DEVELOPMENTSGuoling Shanshui (果岭山水)

• Guoling Shanshui (果岭山水) is our Group’s self-contained, high-end integrated property development targeted for sale primarily to the middle and higher-income purchasers.

• With a total site area of approximately 1.87 million sq m, Guoling Shanshui (果岭山水) is located approximately 5 km away from the south bank of the Yellow River, where the Yellow River Scenic Area (黄河风景区) is located and 15 minutes drive away via a highway by city dwellers from Zhengzhou city.

• Guoling Shanshui (果岭山水) will be built in various phases and comprise low-density luxury detached houses, townhouses, apartments and commercial retail units. Leveraging on the scenic landscape including lakes, rivers, natural floral and fauna and also the existing miniature replicas of famous Chinese historical architectures, Guoling Shanshui (果岭山水) is designed according to our vision of creating a self-contained, high-end development, featuring modern resort-theme home concept.

• As at 7 December 2007, we have completed construction of Phase I and Phase II of Guoling Shanshui (果岭山水), occupying a total site area and saleable GFA of approximately 276,735 sq m and 160,828 sq m respectively. Details of the two phases are set out below:

Name of Property Development

Type of Development

Total site area (sq m)

Total saleable GFA (sq m)

Total GFA sold as of 7 December 2007 (sq m)

Project Completion Date

Phase I: Mufu (睦府)

Low-rise apartments

40,085 39,289 36,922 4Q2005

Phase I: Yongfu (雍府)

Low-density luxury detached houses

66,316 18,665 18,204 2Q2007

Phase II: Huguang Shanse (湖光山色)

Low-rise apartments and commercial retail units

97,334 67,701 60,637 3Q2007

Phase II: Xinyu Lanwan (心屿澜湾)

Low-rise apartments and townhouses

73,000 35,173 26,839 3Q2007

Total 276,735 160,828 142,602

Issue Manager

(Company Registration No: 200404514G)

Underwriter and Placement Agent

(Company Registration No: 197000447W)

Tel: +86 (371) 6389 0406Fax: +86 (371) 6389 0345

CentraLand Limited No. 86 South Bank of Yellow River

Huiji DistrictZhengzhou cityHenan Province

The People’s Republic of China 450042

FINANCIAL HIGHLIGHTSRevenue

Net Profit

FY: Financial Year ended 31 December

OUR COMPETITIVE STRENGTHSPremium Brand Property Developer in Zhengzhou City Focused on the Development of Residential and Commercial Properties

• Properties targeted at middle and higher-income purchasers, with an emphasis on quality designs, materials, finishings and construction

• Our experience and ability to develop residential properties, and the recognition accorded to us by the property industry and buyers alike, enable us to market our properties at a premium

• Numerous awards and certificates awarded to us by various governmental agencies in the PRC and independent accrediting bodies for the high quality standards of our operations and construction

FY2004 FY2006FY2005 Six months ended 30 June 2006

Six months ended 30 June 2007

18.9

54.5

-5.7

23.2

(RMB million)

-10.4

OUR PROPERTY DEVELOPMENTS (CONT’D)

• We expect to commence development of Phase III of Guoling Shanshui (果岭山水), which will have a total site area of approximately 174,000 sq m and planned GFA of approximately 245,000 sq m, by 1H2008 and target for completion by end of 2009. We are currently at the project conceptualisation and planning and design stage.

• Phase III is expected to be constructed over two stages and shall comprise low-rise apartments, townhouses and commercial units.

• As of 7 December 2007, the total site area of our land held for future developments within Guoling Shanshui (果岭山水) is approximately 1.4 million sq m with an estimated aggregate GFA of 2.9 million sq m.

Guoling Shansui’s (果岭山水) Land Bank (Site Area)

J-Expo (金智•万博商城)

• J-Expo (金智•万博商城), our Group’s first commercial development, will be a building for the wholesale of commodities (小商品) such as mobile phones, stationery, accessories, cosmetics and household goods by wholesalers.

• J-Expo (金智•万博商城) is located within walking distance to the Zhengzhou Railway Station (郑州火车站) and the Zhengzhou Long Distance Central Bus Station (郑州长途汽车中心站), and is also located within possibly one of the most vibrant wholesale centres in central PRC.

• With a total site area of approximately 9,771 sq m, J-Expo (金智•万博商城) comprises a basement, five-storey of 2,560 retail units and seven-storey of 192 office units, as well as an open-air car park with 320 parking lots. We intend to retain ownership of levels 4 and 5 of the building upon its completion, for lease to third parties to generate rental returns.

• Construction of the project commenced in January 2007, and completion is expected by 1H2008. Pre-sales commenced in April 2007.

FY2004 FY2006FY2005 Six months ended 30 June 2006

Six months ended 30 June 2007

145.6

276.5

10.3

150.8

(RMB million)

89.9% 1,364.1%

Phase I & II (Completed)276,735 sq m

Phase III (To be developed)174,412 sq m

Land for Future Development1,406,880 sq m

15%

76%

9%

Land Banks and Properties under Development Located in Good Locations

• Ability to identify and acquire land at good locations in Zhengzhou city

• Guoling Shanshui (果岭山水) – suburban area, away from the city centre and surrounded by scenic views

• J-Expo (金智•万博商城) – centre of Zhengzhou city, within walking distance to Zhengzhou Railway Station (郑州火车站) and Zhengzhou Long Distance Central Bus Station (郑州长途汽车中心站)

Experienced and Established Management Team

• Management team established good working relationships with business partners, contractors and government authorities in the PRC

• Management’s acumen and understanding of the PRC market trends, especially in Zhengzhou city, have helped in identifying signifi cant development opportunities

Strong Sales and Marketing Capabilities

• Adopt various effective approaches to increase sales, including advertising, direct marketing, promotional banners and billboards

• Set up on-site sales and reception centres with showfl ats, where possible

PROSPECTS

Our Directors believe that we will continue to enjoy growth in the residential and commercial property industry in Zhengzhou city over the next few years for the following reasons:

• Increased investment in real estate developments in Zhengzhou city

• Growth in population in Zhengzhou city

• Increased purchasing power for real estate in Zhengzhou city

STRATEGY AND FUTURE PLANS

Continue to Focus on Development of Residential and Commercial Property Projects

• Maintain our core business focus on the development of residential and commercial properties

o To leverage on our industry experience, market knowledge and reputation as a premium property developer

STRATEGY AND FUTURE PLANS (CONT’D)

Establish Public Recognition as a Premium Brand Property Developer

• Focus on building our brand name and promote our integrated property developments

• Prudently look into diversifying our products portfolio by responding to changing market conditions and customer preferences

• Continue to use innovative concepts and creative designso Emphasis on quality workmanship, interior design and integrated

landscaping to meet demands of our target middle and higher-income customers

Maintain a Suffi cient Project Pipeline Through Acquisitions, Joint Ventures or Business Alliances

• Intend to continue to acquire new and suitable land in Zhengzhou city, and where opportunity arises, other cities in the central part of the PRC

• Actively seek such opportunities through the direct acquisition of land, or indirectly through acquisition of companies which own the land that is of interest to uso May also consider joint ventures or business alliances with such

companies to jointly develop land

Continue to Focus on Zhengzhou City and to Explore New Geographical Areas

• Intend to use our existing geographical advantage in Zhengzhou city to continue expanding our existing land bank

• To consider expansion into new geographical areas in the central part of the PRC, which are undergoing increasing urbanisationo Capitalise on the growth potential of the property markets in such cities

and drive our expansion plans

• Continue to focus on the Zhengzhou city region o Leverage on our reputation as a premium brand property developer to

ensure our sustained development

Promote Effective Management

• Intend to actively recruit quality managers with good track records and professionals with relevant and necessary experience

• Intend to study and adopt successful management models and to train our managers and staff to be service-oriented to increase our competitiveness

TABLE OF CONTENTS

PAGE

CORPORATE INFORMATION ...................................................................................................... 1

DEFINITIONS ................................................................................................................................ 4

SELLING RESTRICTIONS ............................................................................................................ 11

DETAILS OF THE INVITATION

LISTING ON THE SGX-ST ...................................................................................................... 12

INDICATIVE TIMETABLE FOR LISTING .................................................................................. 16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .............................. 17

PROSPECTUS SUMMARY .......................................................................................................... 18

THE INVITATION .......................................................................................................................... 21

EXCHANGE RATES ...................................................................................................................... 22

USE OF PROCEEDS AND EXPENSES OF THE INVITATION .................................................... 23

MANAGEMENT AND UNDERWRITING AND PLACEMENT ARRANGEMENTS ...................... 25

PLAN OF DISTRIBUTION ............................................................................................................ 27

CLEARANCE AND SETTLEMENT .............................................................................................. 28

RISK FACTORS

RISKS RELATING TO OUR BUSINESS .................................................................................. 29

RISKS RELATING TO OUR INDUSTRY .................................................................................. 38

RISKS RELATING TO THE PROPERTY INDUSTRY IN THE PRC ........................................ 39

RISKS RELATING TO THE PRC .............................................................................................. 41

RISKS RELATING TO INVESTMENT IN OUR SHARES ........................................................ 43

INVITATION STATISTICS .............................................................................................................. 45

SELECTED FINANCIAL INFORMATION ...................................................................................... 47

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

OVERVIEW .............................................................................................................................. 50

REVIEW OF RESULTS OF OPERATIONS .............................................................................. 56

REVIEW OF FINANCIAL POSITIONS .................................................................................... 62

LIQUIDITY AND CAPITAL RESOURCES ................................................................................ 64

MATERIAL CAPITAL EXPENDITURES AND DIVESTMENTS ................................................ 68

FOREIGN EXCHANGE EXPOSURE ........................................................................................ 68

DIVIDEND POLICY ........................................................................................................................ 69

i

PAGE

EXCHANGE CONTROL

FOREIGN EXCHANGE CONTROLS IN THE PRC .................................................................. 70

FOREIGN EXCHANGE CONTROLS IN BERMUDA ................................................................ 71

CAPITALISATION AND INDEBTEDNESS .................................................................................... 72

DILUTION ...................................................................................................................................... 74

ADJUSTED APPRAISED NTA ...................................................................................................... 76

SHARE CAPITAL .......................................................................................................................... 77

SHAREHOLDERS ........................................................................................................................ 81

MORATORIUM .............................................................................................................................. 83

RESTRUCTURING EXERCISE .................................................................................................... 84

GROUP STRUCTURE .................................................................................................................. 86

INTRODUCTION TO ZHENGZHOU CITY .................................................................................... 89

GENERAL INFORMATION ON OUR GROUP

HISTORY .................................................................................................................................. 92

BUSINESS OVERVIEW ............................................................................................................ 96

BUSINESS OPERATIONS ........................................................................................................ 96

PROPERTY DEVELOPMENT PROCESS ................................................................................ 99

DETAILS OF OUR PROPERTY DEVELOPMENTS ................................................................ 105

PROPERTIES HELD FOR INVESTMENT ................................................................................ 113

SALES AND MARKETING ........................................................................................................ 114

RESEARCH AND DEVELOPMENT ........................................................................................ 114

STAFF TRAINING POLICY ...................................................................................................... 114

INTELLECTUAL PROPERTY .................................................................................................. 115

MAJOR CONTRACTORS ........................................................................................................ 118

MAJOR CUSTOMERS .............................................................................................................. 119

CREDIT MANAGEMENT .......................................................................................................... 119

SEASONALITY ........................................................................................................................ 119

COMPETITION ........................................................................................................................ 119

COMPETITIVE STRENGTHS .................................................................................................. 120

AWARDS AND CERTIFICATES ................................................................................................ 121

LICENCES, PERMITS, APPROVALS AND GOVERNMENT REGULATIONS ........................ 122

INSURANCE ............................................................................................................................ 124

ENVIRONMENT AND SAFETY FEATURES ............................................................................ 124

PROSPECTS ............................................................................................................................ 124

STRATEGY AND FUTURE PLANS .......................................................................................... 126

ii

PAGE

DIRECTORS, MANAGEMENT AND STAFF

MANAGEMENT REPORTING STRUCTURE .......................................................................... 128

DIRECTORS ............................................................................................................................ 129

EXECUTIVE OFFICERS .......................................................................................................... 134

REMUNERATION ...................................................................................................................... 136

EMPLOYEES ............................................................................................................................ 137

SERVICE AGREEMENTS ........................................................................................................ 137

INTERESTED PERSON TRANSACTIONS

PAST INTERESTED PERSON TRANSACTIONS .................................................................... 139

POTENTIAL CONFLICTS OF INTEREST ................................................................................ 141

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS ............ 142

OTHER TRANSACTION ............................................................................................................ 143

CORPORATE GOVERNANCE ...................................................................................................... 144

PURCHASE BY OUR COMPANY OF OUR OWN SHARES ........................................................ 146

ATTENDANCE AT GENERAL MEETINGS .................................................................................. 147

TAKE-OVERS ................................................................................................................................ 148

GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS ............................................ 149

SHARE CAPITAL ...................................................................................................................... 151

LITIGATION................................................................................................................................ 153

MATERIAL CONTRACTS .......................................................................................................... 154

MISCELLANEOUS .................................................................................................................... 156

CONSENTS .............................................................................................................................. 156

DOCUMENTS AVAILABLE FOR INSPECTION ........................................................................ 157

STATEMENT BY OUR DIRECTORS ........................................................................................ 158

APPENDIX A

REPORT FROM THE JOINT REPORTING ACCOUNTANTS ON THE AUDITED COMBINEDFINANCIAL INFORMATION OF THE GROUP FOR THE FINANCIAL YEARS ENDED 31 DECEMBER 2004, 31 DECEMBER 2005, 31 DECEMBER 2006 AND SIX MONTHS ENDED 30 JUNE 2007 .................................................................................................................. A-1

APPENDIX B

REPORT FROM THE JOINT REPORTING ACCOUNTANTS ON THE UNAUDITED PROFORMA FINANCIAL INFORMATION OF THE GROUP FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 AND SIX MONTHS ENDED 30 JUNE 2007 .............................................. B-1

APPENDIX C

VALUER’S REPORT DATED 19 DECEMBER 2007 WITH RESPECT TO VALUATION AS OF 30 JUNE 2007 ................................................................................................................................ C-1

iii

PAGE

APPENDIX D

SUMMARY OF MEMORANDUM OF ASSOCIATON AND SELECTED BYE-LAWS OF THE COMPANY .................................................................................................................................... D-1

APPENDIX E

SUMMARY OF BERMUDA COMPANY LAW .............................................................................. E-1

APPENDIX F

TAXATION .................................................................................................................................... F-1

APPENDIX G

SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS .................................................. G-1

APPENDIX H

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE .............. H-1

iv

1

CORPORATE INFORMATION

BOARD OF DIRECTORS : Li Wei (Non-Executive Chairman)Yan Tao (Executive Director and Chief Executive Officer)Wang Jian (Executive Director and Chief Operating Officer)Liu Xuemei (Executive Director)Wang Zhimin (Executive Director)Tan Siok Sing (Independent Director)Tan Siok Chin (Independent Director)Li Danny Fui Lung (Independent Director)

COMPANY SECRETARIES : Ho Hin Yip, ACCA, HKICPAIra Stuart Outerbridge III, FCIS*Abdul Jabbar Bin Karam Din, LLB, Hons

REGISTERED OFFICE : Clarendon House2 Church StreetHamilton HM 11Bermuda

HEAD OFFICE AND PRINCIPAL : No. 86 South Bank of Yellow RiverPLACE OF BUSINESS Huiji District

Zhengzhou CityHenan ProvinceThe People’s Republic of China 450042

REGISTRAR FOR THE INVITATION : Boardroom Corporate & Advisory Services Pte. Ltd.AND SINGAPORE SHARE 3 Church StreetTRANSFER AGENT #08-01 Samsung Hub

Singapore 049483

BERMUDA SHARE REGISTRAR : Codan Services LimitedClarendon House2 Church StreetHamilton HM 11Bermuda

ISSUE MANAGER : Boulton Capital Asia Pte. Limited20 Cecil Street #19-03 Equity PlazaSingapore 049705

UNDERWRITER AND PLACEMENT : UOB Kay Hian Private LimitedAGENT 80 Raffles Place #30-01

UOB Plaza 1Singapore 048624

* Ira Stuart Outbridge III will resign as joint Company Secretary upon listing of our Shares on the SGX-ST and will be appointedas Assistant Secretary of our Company.

2

SOLICITORS TO THE INVITATION : Rajah & Tann LLP4 Battery Road #26-01 Bank of China BuildingSingapore 049908

SOLICITORS TO THE ISSUE : KhattarWongMANAGER, UNDERWRITER AND 80 Raffles Place #25-01 PLACEMENT AGENT UOB Plaza 1

Singapore 048624

LEGAL ADVISERS TO THE : Jingtian & GongchengCOMPANY ON PRC LAW 15th Floor, Union Plaza

20 Chaoyangmenwai StreetChaoyang District, BeijingThe People’s Republic of China 100020

LEGAL ADVISERS TO THE : Chiu & PartnersCOMPANY ON HONG KONG LAW 41st Floor, Jardine House

1 Connaught PlaceHong Kong

LEGAL ADVISERS TO THE : Conyers Dill & PearmanCOMPANY ON BERMUDA LAW 50 Raffles Place #18-04

Singapore Land TowerSingapore 048623

JOINT REPORTING ACCOUNTANTS : Grant ThorntonCertified Public Accountants13th Floor, Gloucester TowerThe Landmark15 Queen’s Road CentralHong Kong

Foo Kon Tan Grant ThorntonCertified Public Accountants47 Hill Street #05-01Singapore Chinese Chamber of Commerce & IndustryBuildingSingapore 179365

AUDITORS : Grant ThorntonCertified Public Accountants13th Floor, Gloucester TowerThe Landmark15 Queen’s Road CentralHong Kong

INDEPENDENT VALUERS : CB Richard Ellis Limited34th Floor Central Plaza18 Harbour RoadWanchaiHong Kong

RECEIVING BANK : Standard Chartered Bank6 Battery RoadLevel 22Singapore 049909

PRINCIPAL BANKERS : China Merchants Bank Co. Ltd.

26 Huanghe RoadZhengzhou CityHenan ProvinceThe People’s Republic of China 450002

China Citic Bank Co., Ltd.

18 Weisi RoadZhengzhou CityHenan ProvinceThe People’s Republic of China 450003

3

4

DEFINITIONS

In this Prospectus and the accompanying Application Forms and, in relation to Electronic Applications,the instructions appearing on the screens of ATM and IB websites of the relevant Participating Banks, thefollowing definitions apply where the context so admits:

Our Group Companies

“Company” or “CentraLand” : CentraLand Limited *, a companyincorporated as an exempted company in Bermuda on28 September 2007. The terms “we”, “our”, “our Company” or“us” have correlative meaning

“Everwell” : Everwell International Holdings Limited , a company incorporated in Hong Kong and wholly-

owned by Piaget

“Group” or “Proforma Group” : Our Company and its subsidiaries following the completion ofthe Restructuring Exercise

“Henan Jinzhi” : Henan Jinzhi Establishment Co., Ltd., a limited liability company incorporated in the PRC and

wholly-owned by Zhengzhou Great View

“Piaget” : Piaget Management Ltd, a company incorporated in the BVIand wholly-owned by our Company

“Zhengzhou Great View” : Zhengzhou Huanghe Great View Royal Garden Co., Ltd., a wholly foreign-owned enterprise

incorporated in the PRC and wholly-owned by Everwell

Other Corporations and Agencies

“Authority” : The Monetary Authority of Singapore

“CB Richard Ellis” : CB Richard Ellis Limited

“CDP” : The Central Depository (Pte) Limited

“CIM X” : CIM X Limited

“CPF” : The Central Provident Fund

“Easy Solution” : Easy Solution Limited

“Ember Vision” : Ember Vision Limited

“Issue Manager” : Boulton Capital Asia Pte. Limited

“Marble Focus” : Marble Focus Limited

“Overseas Market” : Overseas Market Group Limited

“PBOC” : The People’s Bank of China


5

“Placement Agent” or “Underwriter” : UOB Kay Hian Private Limitedor “UOB Kay Hian”

“Queen Hope” : Queen Hope Holdings Limited

“SAFE” : State Administration for Foreign Exchange

“SCCS” : Securities Clearing & Computer Services (Pte) Ltd ofSingapore

“SGX-ST” : Singapore Exchange Securities Trading Limited

“State Council” : State Council

General

“1H” : First half of the financial year, ending 30 June

“2H” : Second half of the financial year, ending 31 December

“Adjusted Appraised NTA” : The adjusted appraised NTA of our Group as at 30 June 2007as described in the section entitled “Adjusted Appraised NTA”of this Prospectus

“Application Forms” : The printed application forms to be used for the purpose ofthe Invitation and which form part of this Prospectus

“Application List” : The list of applications for subscription for the New Shares

“associates” : (a) In relation to an entity, means:

(i) in a case where the entity is a substantialshareholder, controlling shareholder, substantialinterest-holder or controlling interest-holder, itsrelated corporation, related entity, associatedcompany or associated entity; or

(ii) in any other case, (A) a director or an equivalentperson, (B) where the entity is a corporation, acontrolling shareholder of the entity, (C) wherethe entity is not a corporation, a controllinginterest-holder of the entity, (D) a subsidiary, asubsidiary entity, an associated company, or anassociated entity, or (E) a subsidiary, asubsidiary entity, an associated company, or anassociated entity, of the controlling shareholderor controlling interest-holder, as the case maybe, of the entity; and

(b) In relation to an individual, means:

(i) his immediate family;

(ii) a trustee of any trust of which the individual orany member of the individual’s immediate familyis (A) a beneficiary or, (B) where the trust is adiscretionary trust, a discretionary object, whenthe trustee acts in that capacity; or

6

(iii) any corporation in which he and his immediatefamily (whether directly or indirectly) haveinterests in voting shares of an aggregate of notless than 30% of the total votes attached to allvoting shares.

The terms “associated company”, “associated entity”,“controlling interest-holder”, “related corporation”, “relatedentity”, “subsidiary”, “subsidiary entity” and “substantialinterest-holder” shall have the same meanings ascribed tothem respectively in the Securities and Futures (Offers ofInvestments) (Shares and Debentures) Regulations 2005

“ATM” : Automated teller machines of a Participating Bank

“Audit Committee” : The audit committee of our Company

“Bermuda Companies Act” : The Companies Act 1981 of Bermuda

“Board” : Board of Directors of our Company

“business trust” : Has the same meaning as in Section 2 of the Business TrustsAct, Chapter 31A of Singapore

“BVI” : British Virgin Islands

“Bye-laws” : Bye-laws of our Company, as amended, supplemented ormodified from time to time

“Combined Financial Information” : The “Report from the Joint Reporting Accountants on theAudited Combined Financial Information of the Group for thefinancial years ended 31 December 2004, 31 December2005, 31 December 2006 and Six months ended 30 June2007”

“Companies Act” : The Companies Act, Chapter 50 of Singapore

“Controlling Shareholder” : In relation to a corporation, means:

(a) a person who has an interest in the voting shares of acorporation and who exercises control over thecorporation; or

(b) a person who has an interest of 15% or more of theaggregate of the nominal amount of all the votingshares in a corporation, unless he does not exercisecontrol over the corporation

“Directors” : The directors of our Company as at the date of thisProspectus

“Electronic Applications” : Applications for the Offer Shares made through an ATM orthe IB website of one of the relevant Participating Banks inaccordance with the terms and conditions of this Prospectus

“entity” : Has the same meaning as in Section 2 of the Securities andFutures Act

7

“EPS” : Earnings per share

“Executive Directors” : The executive Directors of our Company as at the date of thisProspectus

“Executive Officers” : The executive officers of our Company as at the date of thisProspectus

“FY” : Financial year ended or, as the case may be, ending31 December

“GFA” : Gross floor area

“GST” : Singapore goods and services tax

“Guoling Shanshui ” : Our integrated property development, Guoling Shanshui

“Guoling Hotspring Hotel” : Henan Guoling Hotspring Vacation Hotel , a hotel located in our Guoling Shanshui

development

“IB” : Internet Banking

“IFRS” : International Financial Reporting Standards

“Independent Directors” : The independent Directors of our Company as at the date ofthis Prospectus

“Invitation” : The invitation by our Company to the public to subscribe forthe New Shares, subject to and on the terms and conditionsof this Prospectus

“Issue Price” : S$0.50 for each New Share

“LAT” : Land appreciation tax

“Latest Practicable Date” : 7 December 2007, being the latest practicable date prior tothe lodgment of this Prospectus with the Authority

“Li Wei” : Our Non-Executive Chairman, Mr Li Wei

“Listing Manual” : Listing Manual of the SGX-ST

“Liu Xuemei” : Our Sales Director, Ms Liu Xuemei

“Management and Underwriting : The Management and Underwriting Agreement signed Agreement” between our Company, the Issue Manager and the

Underwriter dated 22 January 2008

“Market Day” : A day on which the SGX-ST is open for trading in securities

“NAV” : Net asset value

“New Shares” : The 245,000,000 new Shares for which our Company invitesapplications to subscribe for pursuant to the Invitation, subjectto and on the terms and conditions of this Prospectus

“Non-executive Directors” : The non-executive Directors of our Company (includingIndependent Directors) as at the date of this Prospectus

“NTA” : Net tangible assets

“Offer” : The offer by our Company of the Offer Shares to the public inSingapore for subscription at the Issue Price, subject to andon the terms and conditions of this Prospectus

“Offer Shares” : 5,000,000 of the New Shares which are the subject of theOffer

“Participating Banks” : United Overseas Bank Limited and its subsidiary, Far EasternBank Limited (the “UOB Group”), DBS Bank Ltd (includingPOSB) (“DBS Bank”) and Oversea-Chinese BankingCorporation Limited (“OCBC”)

“PER” : Price earnings ratio

“Periods Under Review” : The period which comprises FY2004, FY2005, FY2006 andthe six months ended 30 June 2007

“Placement” : The placement by the Placement Agent on behalf of ourCompany of the Placement Shares at the Issue Price, subjectto and on the terms and conditions of this Prospectus

“Placement Agreement” : The Placement Agreement signed between our Company andthe Placement Agent dated 22 January 2008

“Placement Shares” : 240,000,000 of the NewShares which are the subject of thePlacement

“PRC” or “China” : The People’s Republic of China which, for the purposes ofthis Prospectus, excludes Hong Kong and Macau SpecialAdministrative Regions of the PRC, and Taiwan

“PRC GAAP” : Generally accepted accounting principles in the PRC

“Pre-Invitation Investors” : CIM X, Easy Solution and Queen Hope

“Pro Forma NAV” : NAV based on the Pro Forma Report

“Pro Forma Report” : The “Report from the Joint Reporting Accountants on theUnaudited Pro Forma Financial Information of the Group forthe financial year ended 31 December 2006 and Six monthsended 30 June 2007”

“Prospectus” : This prospectus dated 22 January 2008 issued by ourCompany in respect of the Invitation

“Restructuring Exercise” : The corporate restructuring exercise undertaken inconnection with the Invitation, as described in the sectionentitled “Restructuring Exercise” in this Prospectus

8

9

“Securities Account” : The securities account maintained by a Depositor with CDPbut does not include a securities sub-account

“Securities and Futures Act” : The Securities and Futures Act, Chapter 289 of Singapore

“Shareholders” : Registered holders of Shares

“Shares” : Ordinary shares of HK$0.40 each in the capital of ourCompany

“Substantial Shareholder” : A person who has an interest or interests in one or morevoting Shares in our Company; and the total votes attached tothose Share(s) represents not less than 5.0% of the totalvotes attached to all the voting Shares in our Company

“Valuer’s Report” : The valuation report of CB Richard Ellis dated 19 December2007 as set out in Appendix C to this Prospectus

“Wang Jian” : Our Executive Director and Chief Operating Officer, Mr Wang Jian

“Wang Peng” : Our Controlling Shareholder, Mr Wang Peng

“Wang Zhimin” : Our Executive Director and Finance Director, Mr Wang Zhimin

“Yan Tao” : Our Executive Director and Chief Executive Officer, Mr YanTao

Currencies

“HK$” : Hong Kong dollars

“$” or “S$” and “cents” : Singapore dollars and cents respectively

“RMB” and “RMB cents” : Renminbi and cents respectively

“US$” : United States dollars

Units

“km” : Kilometres

“m” : Metres

“sq ft” : Square feet

“sq km” : Square kilometres

“sq m” : Square metres

“%” or “per cent.” : Per centum

Any reference in this Prospectus, Application Forms and the Electronic Applications to any statute orenactment is a reference to that statute or enactment for the time being amended or re-enacted. Anyword defined under the Companies Act, the Securities and Futures Act, the Bermuda Companies Act orany statutory modification thereof and used in this Prospectus, Application Forms and the ElectronicApplications shall have the meaning assigned to it under the Companies Act, the Securities and FuturesAct, the Bermuda Companies Act or such statutory modification, as the case may be.

Any reference in this Prospectus, Application Forms and the Electronic Applications to Shares beingallotted to an applicant includes allotment to CDP for the account of that applicant.

Any reference to a time of day in this Prospectus is a reference to Singapore time unless otherwisestated.

The expressions “we”, “us”, “our”, “ourselves”, or other grammatical variations thereof shall, unlessotherwise stated, mean our Company and our subsidiaries.

The terms “Depositor”, “Depository Agent” and “Depository Register” shall have the meanings ascribed tothem respectively in Section 130A of the Companies Act.

Words importing the singular shall, where applicable, include the plural and vice versa and wordsimporting the masculine gender shall, where applicable, include the feminine and neuter genders.References to persons shall include corporations.

Any discrepancies between the amounts listed and the totals thereof are due to rounding. Accordingly,figures shown as totals in certain tables may not be an arithmetic aggregation of the figures whichprecede them.

Certain names with Chinese characters have been translated into English names. Such translations areprovided solely for the convenience of investors. The English names may not have been registered withthe relevant PRC authorities and should not be construed as representations that the English namesactually represent the Chinese characters.

As indicated in this Prospectus, certain facts and statistics in this Prospectus relating to the real estatemarket and economic data are extracted or derived from publicly available industry, government andresearch publications, as indicated in this Prospectus. Our Directors have confirmed that such statisticaldata in this Prospectus have been extracted from the relevant sources in their proper form and context.Our Directors have not verified the accuracy of the information extracted nor have they obtained thespecific consent of these sources for inclusion of such data in this Prospectus for the purposes ofSection 249 of the Securities and Futures Act. Accordingly, the relevant sources would not be liableunder Sections 253 and 254 of the Securities and Futures Act for the information extracted from theirpublications and used in this Prospectus. Our Directors are also not aware of any disclaimers made bythe relevant sources in relation to the reliance on the contents of their publications listed above.

10

SELLING RESTRICTIONS

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for our Shares in anyjurisdiction in which such offer, solicitation or invitation is unlawful or is not authorised or to any person towhom it is unlawful to make such offer, solicitation or invitation. No action has been or will be taken underthe requirements of the legislation or regulations of, or of the legal or regulatory authorities of, anyjurisdiction, except for the filing and/or registration of this Prospectus in Singapore and Bermuda in orderto permit a public offering of our Shares and the public distribution of this Prospectus in Singapore. Thedistribution of this Prospectus and the offering of our Shares in certain jurisdictions may be restricted bythe relevant laws in such jurisdictions. Persons who may come into possession of this Prospectus arerequired by us, the Issue Manager, the Underwriter and the Placement Agent to inform themselvesabout, and to observe and comply with, any such restrictions.

Selling Restrictions in Hong Kong

This Prospectus does not constitute an offer to the public in Hong Kong to subscribe for the New Shares.

This Prospectus has not been and will not be registered with the Registrar of Companies in Hong Kong.Accordingly, except as mentioned below, this Prospectus may not be issued, circulated or distributed inHong Kong.

A copy of this Prospectus may, however, be issued by the Placement Agent or its designated sub-placement agents to a limited number of prospective applicants for the Placement Shares in Hong Kongin a manner which does not constitute an offer of the Placement Shares to the public in Hong Kong or anissue, circulation or distribution in Hong Kong of a prospectus for the purposes of the CompaniesOrdinance (Chapter 32 of the Laws of Hong Kong). The offer of the Placement Shares is personal to theperson named in the accompanying Application Form, and application for the Placement Shares will onlybe accepted from such person. An application for the Placement Shares is not invited from any personsin Hong Kong other than a person to whom a copy of this Prospectus has been issued by the PlacementAgent or its designated sub-placement agents, and if made, will not be accepted, unless the applicantsatisfies the Placement Agent or its respective designated sub-placement agents that he is a personwhose ordinary business is to buy or sell shares, whether as principal or agent.

No person to whom a copy of this Prospectus is issued may issue, circulate or distribute this Prospectusin Hong Kong or make or give a copy of this Prospectus to any other person, other than their legal,financial, tax or other appropriate advisers who are subject to a duty of confidentiality to such person.

The Placement Agent has agreed with our Company that it (and its sub-placement agents, if any) hasnot offered or sold, and will not offer or sell, in Hong Kong, by means of any document, any of ourShares other than to a person whose ordinary business is to buy or sell shares, whether as principal oragent, or in circumstances which do not constitute an offer of the Placement Shares to the public withinthe meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).

This Prospectus may not be issued in Hong Kong other than to a person whose ordinary business is tobuy or sell shares, whether as principal or agent.

Selling Restrictions in the PRC

This Prospectus does not constitute an offer, solicitation or invitation to subscribe for the New Shares orany other securities of our Company in the PRC. Under the laws of the PRC, such offer, solicitation orinvitation to the PRC citizens is unlawful. The distribution of this Prospectus and the offering of the NewShares in the PRC are not permitted under the laws of the PRC.

11

12

DETAILS OF THE INVITATION

LISTING ON THE SGX-ST

We have applied to the SGX-ST for permission to deal in, and for quotation of, all our Shares alreadyissued and the New Shares on the Official List of the SGX-ST. Such permission will be granted when ourCompany has been admitted to the Official List of the SGX-ST. Acceptance of applications for the NewShares will be conditional upon permission being granted by the SGX-ST to deal in and for the quotationof all our issued Shares and the New Shares. If the said permission is not granted, monies paid inrespect of any application accepted will be returned to you at your own risk, without interest or any shareof revenue or other benefit arising therefrom, and you will not have any claim against us, the IssueManager, the Underwriter or the Placement Agent.

The SGX-ST assumes no responsibility for the correctness of any of the statements made, reportscontained or opinions expressed in this Prospectus. Admission to the Official List of the SGX-ST is not tobe taken as an indication of the merits of the Invitation, our Company, our subsidiaries or our Shares.

A copy of this Prospectus has been lodged with and registered by the Authority. The Authority assumesno responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority doesnot imply that the Securities and Futures Act, or any other legal or regulatory requirements, have beencomplied with. The Authority has not, in any way, considered the merits of the shares or units of shares,as the case may be, being offered for investment.

We are subject to the provisions of the Securities and Futures Act and the Listing Manual regardingcorporate disclosure. In particular, if after this Prospectus is registered but before the close of theInvitation, we become aware of:

(a) a false or misleading statement in this Prospectus;

(b) an omission from this Prospectus of any information that should have been included in it underSection 243 of the Securities and Futures Act; or

(c) a new circumstance that has arisen since this Prospectus was lodged with the Authority whichwould have been required by Section 243 of the Securities and Futures Act to be included in thisProspectus, if it had arisen before this Prospectus was lodged,

and that is materially adverse from the point of view of an investor, we may lodge a supplementary orreplacement prospectus with the Authority pursuant to Section 241 of the Securities and Futures Act andwill file a copy of such prospectus with the Registrar of Companies in Bermuda.

Where prior to the lodgment of the supplementary or replacement prospectus, applications have beenmade under this Prospectus to subscribe for the New Shares and:

(a) where the New Shares have not been issued to the applicants, our Company shall:

(i) within two days (excluding any Saturday, Sunday or public holiday) from the date of thelodgment of the supplementary or replacement prospectus, give the applicant’s notice inwriting of how to obtain, or arrange to receive, a copy of the supplementary or replacementprospectus, as the case may be, and provide the applicants with an option to withdraw theirapplications; and take all reasonable steps to make available within a reasonable period, thesupplementary or replacement prospectus, as the case may be, to the applicants who haveindicated that they wish to obtain, or who have arranged to receive, a copy of thesupplementary prospectus or replacement prospectus;

(ii) within seven days from the date of lodgment of the supplementary or replacementprospectus, give the applicants the supplementary or replacement prospectus, as the casemay be, and provide the applicants with an option to withdraw their applications; or

(iii) treat the applications as withdrawn and cancelled, in which case the applications shall bedeemed to have been withdrawn and cancelled, and within seven days from the date oflodgment of the supplementary or replacement prospectus, pay the applicants all moniesthe applicants have paid on account of their applications for the New Shares (withoutinterest or any share of revenue or other benefit arising therefrom); or

(b) where New Shares have been issued to the applicants but trading has not commenced:

(i) our Company shall within seven days from the date of lodgment of the supplementary orreplacement prospectus, give the applicants the supplementary or replacement prospectus,as the case may be, and provide the applicants with an option to return to our Company theNew Shares, which they do not wish to retain title in; or

(ii) as our Company is required pursuant to the Securities and Futures Act to treat the issue ofthe New Shares as void, in which case the issue is required to be deemed void and ourCompany shall, subject to compliance with the Bermuda Companies Act and our Bye-laws,within seven days from the date of lodgment of the supplementary or replacementprospectus, return all monies paid in respect of any application, without interest or a shareof revenue or benefit arising therefrom.An applicant who wishes to exercise his option underparagraph (a)(ii) to withdraw his application shall, within 14 days from the date of lodgmentof the supplementary or replacement prospectus, notify our Company of this and return alldocuments, if any, purporting to be evidence of title of those New Shares, whereupon ourCompany shall, within seven days from the receipt of such notification, pay to him all moniespaid by him on account of his application for those Shares without interest or a share ofrevenue or benefit arising therefrom, at the applicant’s risk.

An applicant who wishes to exercise his option under paragraph (b)(i) to return the New Shares issued tohim shall, within 14 days from the date of lodgment of the supplementary or replacement prospectus,notify our Company of this and return all documents, if any, purporting to be evidence of title to thoseNew Shares, to our Company, whereupon our Company shall, subject to compliance with the BermudaCompanies Act, within seven days from the receipt of such notification and documents, if any, pay to himall monies paid by him for those Shares, without interest or a share of revenue or benefit arisingtherefrom, at the applicant’s risk and the issue of those Shares shall be deemed to be void.

Under the Securities and Futures Act, the Authority may, in certain circumstances issue a stop order (the“Stop Order”) to our Company, directing that no Shares or no further Shares to which this Prospectusrelates, be allotted, issued or sold. Such circumstances will include a situation where this Prospectus(i) contains a statement, which in the opinion of the Authority is false or misleading, (ii) omits anyinformation that should be included in accordance with the Securities and Futures Act, (iii) does not, inthe opinion of the Authority comply with the requirements of the Securities and Futures Act or (iv) if theAuthority is of the opinion that it is in the public interest to do so.

Where applications to subscribe for the New Shares to which this Prospectus relates have been madeprior to the Stop Order, and:

(a) where the New Shares have not been issued to the applicants, the applications shall be deemedto have been withdrawn and cancelled and our Company shall within 14 days from the date of theStop Order, pay to the applicants all monies the applicants have paid on account of theirapplications for the New Shares (without interest or any share of revenue or other benefit arisingtherefrom); or

(b) where the New Shares have been issued to the applicants but trading has not commenced, theSecurities and Futures Act provides that the issue of our Shares shall be deemed to be void andour Company is required to, within 14 days from the date of the Stop Order, pay to the applicantsall monies paid by them for the New Shares.

13

If our Company is required by applicable Singapore laws to cancel issued New Shares and repayapplication monies to applicants (including instances where a stop order under the Securities andFutures Act is issued), subject to compliance with the Bermuda Companies Act, our Company willpurchase the New Shares at the Issue Price. Information relating to the purchase of Shares by ourCompany is set out in the section entitled “Purchase by our Company of our own Shares” in thisProspectus.

Where monies are to be returned to applicants for the New Shares, it shall be paid to the applicantswithout interest or share of revenue or other benefit arising therefrom, and at the applicant’s own risk andapplicants will not have any claim against our Company, the Issue Manager, the Underwriter or thePlacement Agent.

The Bermuda Monetary Authority has given its consent to the issue of the New Shares pursuant to theInvitation on the terms referred to in this Prospectus. A copy of this Prospectus will be filed with theRegistrar of Companies in Bermuda. The Bermuda Monetary Authority in granting such permission andthe Registrar of Companies in Bermuda in accepting this Prospectus for filing accept no responsibility forthe financial soundness of our Group or any proposal or for the correctness of any of the statementsmade or opinions expressed in this Prospectus or any other documents.

This Prospectus has been seen and approved by our Directors, and they individually and collectivelyaccept full responsibility for the accuracy of the information given in this Prospectus and confirm, havingmade all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and theopinions expressed in this Prospectus are fair and accurate in all material respects as at the date of thisProspectus and that there are no material facts the omission of which would make any statements in thisProspectus misleading, and that the profit forecast (if any) has been stated by the Directors after due andcareful enquiry.

No person has been or is authorised to give any information or to make any representation not containedin this Prospectus in connection with the Invitation and, if given or made, such information orrepresentation must not be relied upon as having been authorised by us, the Issue Manager, theUnderwriter or the Placement Agent. Neither the delivery of this Prospectus and the Application Formsnor the Invitation shall, under any circumstances, constitute a continuing representation or create anysuggestion or implication that there has been no change in our affairs or in the statements of fact orinformation contained in this Prospectus since the Latest Practicable Date. Where such changes occur,we may make an announcement of the same to the SGX-ST and will comply with the requirements of theSecurities and Futures Act. All applicants should take note of any such announcement and, upon releaseof such an announcement, shall be deemed to have notice of such changes. Save as expressly stated inthis Prospectus, nothing herein is, or may be relied upon as, a promise or representation as to our futureperformance or policies.

This Prospectus has been prepared solely for the purpose of the Invitation and may not be relied uponby any persons other than the applicants in connection with their application for the New Shares for anyother purpose. This Prospectus does not constitute an offer, solicitation or invitation to subscribefor the New Shares in any jurisdiction in which such offer, solicitation or invitation is unlawful oris not authorised or to any person to whom it is unlawful to make such offer, solicitation orinvitation.

14

Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability,during office hours from:

Boulton Capital Asia Pte. Limited UOB Kay Hian Private Limited20 Cecil Street 80 Raffles Place #30-01

#19-03 Equity Plaza UOB Plaza 1Singapore 049705 Singapore 048624

and from members of the Association of Banks in Singapore, members of the SGX-ST and merchantbanks in Singapore. A copy of this Prospectus is also available on:

(a) the SGX-ST website http://www.sgx.com; and

(b) the Authority’s OPERA website at http://masnet.mas.gov.sg/opera/sdrprosp.nsf.

The Application List will open at 10.00 a.m. on 30 January 2008 and will remain open until noonon the same day or for such further period or periods as our Directors may, in consultation withthe Issue Manager, in their absolute discretion decide, subject to any limitation under allapplicable laws. In the event a supplementary prospectus or replacement prospectus is lodged,the Application List will remain open for at least 14 days after the lodgment of the supplementaryor replacement prospectus.

Where applications have been made for the New Shares prior to the lodgment of the supplementary orreplacement prospectus, we shall, within seven days from the date of lodgment of the supplementary orreplacement prospectus, either:

(a) provide the applicants with a copy of the supplementary or replacement prospectus and providethe applicants with an option to withdraw their applications; or

(b) treat the applications as withdrawn and cancelled and return all monies paid, without interest orany share of revenue or other benefit arising therefrom, in respect of any application acceptedwithin seven days from the date of lodgment of the supplementary or replacement prospectus.

Any applicant who wishes to exercise his option to withdraw his application shall, within 14 days from thedate of lodgment of the supplementary or replacement prospectus, notify us whereupon we shall, withinseven days from the receipt of such notification, return the application monies without interest or anyshare of revenue or other benefit arising therefrom at your own risk.

Details for the procedure for application for the New Shares are set out in Appendix H of thisProspectus.

15

INDICATIVE TIMETABLE FOR LISTING

An indicative timetable is set out below for your reference:

INDICATIVE TIME AND DATE EVENT

30 January 2008, 12.00 noon Close of Application List

31 January 2008 Balloting of applications, if necessary (in the event ofover-subscription for the Offer Shares)

1 February 2008, 9.00 a.m. Commence trading on a “ready” basis

11 February 2008 Settlement date for all trades done on a “ready” basis

The above timetable is only indicative as it assumes that the date of closing of the Application List willtake place on 30 January 2008, the date of admission of our Company to the Official List of the SGX-STwill be 1 February 2008, the SGX-ST’s shareholding spread requirement will be complied with and theNew Shares will be issued and fully paid-up prior to 1 February 2008.

The above timetable and procedure may be subject to such modifications as the SGX-ST may in itsdiscretion decide, including the decision to permit trading on a “ready” basis.

In the event of any changes in the closure of the Application List or the time period during which theInvitation is open, we will publicly announce the same:

(i) through a SGXNET announcement to be posted on the Internet on the SGX-ST websitehttp://www.sgx.com; and

(ii) in a local English newspaper, such as The Straits Times or The Business Times.

Investors should consult the SGX-ST announcement of the “ready” listing date on the Internet (onthe SGX-ST website http://www.sgx.com) INTV or newspapers, or check with their brokers on thedate on which trading on a “ready” basis will commence.

We will publicly announce the level of subscription for the New Shares and the basis of allotmentof the New Shares, as soon as it is practicable after the closure of the Application List throughthe channels in (i) and (ii) above.

16

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this Prospectus, statements made in press releases and oral statements thatmay be made by us or our officers, Directors or employees acting on our behalf, that are not statementsof historical fact, constitute ‘forward-looking statements’. You can identify some of these statements byforward-looking terms such as ‘expect’, ‘believe’, ‘plan’, ‘intend’, ‘estimate’, ‘forecast’, ‘project’, ‘future’,‘probable’, ‘possible’, ‘anticipate’, ‘may’, ‘will’, ‘would’, and ‘could’ or similar words. However, you shouldnote that these words are not the exclusive means of identifying forward-looking statements. Allstatements regarding our expected financial position, business strategy, plans and prospects are forward-looking statements. These forward-looking statements, including statements as to our revenue andprofitability, cost measures, planned strategy and any other matters discussed in this Prospectusregarding matters that are not historical facts are only predictions. These forward-looking statementsinvolve known and unknown risks, uncertainties and other factors that may cause our actual results,performance or achievements to be materially different from any future results, performance orachievements expressed or implied by such forward-looking statements.

Given the risks and uncertainties that may cause our actual future results, performance or achievementsto be materially different from that expected, expressed or implied by the forward-looking statements inthis Prospectus, undue reliance must not be placed on these statements.

Neither our Company, the Issue Manager, the Underwriter and the Placement Agent nor any otherperson represents or warrants that our Group’s actual future results, performance or achievements willbe as discussed in those statements. Our actual results may differ materially from those anticipated inthese forward-looking statements as a result of the risks faced by us.

Our Company, the Issue Manager, the Underwriter and the Placement Agent disclaim any responsibilityto update any forward-looking statements or publicly announce any revisions to those forward-lookingstatements to reflect future developments, events or circumstances for any reason, even if newinformation becomes available or other events occur in the future. We are, however, subject to theprovisions of the Securities and Futures Act and the Listing Manual regarding corporate disclosure. Inparticular, pursuant to Section 241 of the Securities and Futures Act, if after this Prospectus is registeredbut before the close of the Invitation, we become aware of (a) a false or misleading statement or matterin this Prospectus; (b) an omission from this Prospectus of any information that should have beenincluded in it under Section 243 of the Securities and Futures Act; or (c) a new circumstance that hasarisen since this Prospectus was lodged with the Authority and would have been required by Section 243of the Securities and Futures Act to be included in this Prospectus, if it had arisen before this Prospectuswas lodged, and that is materially adverse from the point of view of an investor, we may lodge asupplementary or replacement prospectus with the Authority.

17

PROSPECTUS SUMMARY

The information contained in this summary is derived from, and should be read in conjunction with, thefull text of this Prospectus. As it is a summary, it does not contain all of the information that prospectiveinvestors should consider before investing in our Shares. Prospective investors should read this entireProspectus carefully, especially the matters set out in the section entitled “Risk Factors” in thisProspectus and our financial statements and related notes before deciding on whether or not to invest inour Shares.

Under no circumstances should any information in this Prospectus summary be regarded as arepresentation or warranty by our Company, the Issue Manager and the Underwriter and PlacementAgent that such information will not change.

OUR BUSINESS

Our Company was incorporated in Bermuda on 28 September 2007 under the Bermuda Companies Actas exempted company with limited liability, under the name of CentraLand Limited.

The principal activity of our Group is the development and sale of residential and commercial properties.Our subsidiaries, Zhengzhou Great View and Henan Jinzhi, are currently qualified to undertake projectswith an individual GFA of up to 250,000 sq m and up to 100,000 sq m, respectively.

Our Group’s portfolio of completed properties, properties under development, properties to be developedin the near future and land held for future development are currently all located in Zhengzhou city, HenanProvince of the PRC. As at the Latest Practicable Date, we have an aggregate saleable GFA ofapproximately 160,828 sq m of completed properties, approximately 65,890 sq m saleable GFA ofproperties under development, approximately 245,000 sq m planned GFA of properties to be developedin the near future and approximately 1,406,880 sq m of land held for future development, with anestimated GFA of 2.9 million sq m. Our Group has obtained the land use rights certificates in respect ofeach of our completed property developments, our properties under development, properties to bedeveloped in the near future and land held for future development.

Our Group is currently involved in two main property developments, they are namely:

(i) Guoling Shanshui , a self-contained, high-end integrated property development; and

(ii) J-Expo , a commercial property project with retail and office units.

Further details are set out in the section entitled “General Information on Our Group — BusinessOperations” in this Prospectus.

COMPETITIVE STRENGTHS

We believe that our competitive strengths are as follows:

we are a premium brand property developer in Zhengzhou city focused on the development ofresidential and commercial properties;

our land banks and properties under development are located in good locations;

we have an experienced and established management team; and

we have a dedicated sales and marketing team with strong sales and marketing capabilities.

For more details, please refer to the section entitled “General Information on Our Group — CompetitiveStrengths” in this Prospectus.

18

19


To capture the emerging business opportunities, we intend to adopt the strategy and future plans as setout below:

continue to focus on the development of residential and commercial property projects;

establish public recognition as a premium brand property developer;

maintain a sufficient project pipeline through acquisitions, joint ventures or business alliances;

continue to focus on Zhengzhou city and to explore new geographical areas; and

promote effective management.

For more details, please refer to the section entitled “General Information on Our Group — Strategy andFuture Plans” in this Prospectus.

OUR FINANCIAL PERFORMANCE

The following table presents a summary of the financial highlights of our Group and should be read inconjunction with the Combined Financial Information as set out in Appendix A to this Prospectus.

Selected items from the Operating Results of our Group

Audited Unaudited AuditedFY2004 FY2005 FY2006 Six months Six months

ended 30 June ended 30 June 2006 2007

(RMB’000) (RMB’000) (RMB’000) (RMB’000) (RMB’000)

Revenue – 145,604 276,468 10,250 150,805

Gross profit – 62,682 177,500 6,527 86,473

Gross profit margin (%) – 43.05 64.20 63.68 57.34

(Loss)/Profit before taxation (10,367) 44,011 151,696 (3,276) 73,704

(Loss)/Profit attributable to equity holders of our Company (8,294) 15,132 45,431 (4,623) 17,827

EPS (RMB cents)(1) (0.52) 0.95 2.84 (0.29) 1.11

Adjusted EPS (RMB cents) (2) (0.45) 0.82 2.46 (0.25) 0.97

Notes:

(1) For comparative purposes, the EPS for the Periods Under Review has been computed based on (loss)/profit attributable toequity holders of our Company for the respective years/periods and our pre-Invitation share capital of 1,600,000,000 Shares.

(2) The adjusted EPS for the Periods Under Review on a fully diluted basis has been computed based on (loss)/profitattributable to equity holders of our Company for the respective years/period and our post-Invitaton share capital of1,845,000,000 Shares.

Selected items from the Financial Positions of our Group

Audited AuditedAs at 31 As at 30

December 2006 June 2007

(RMB’000) (RMB’000)Non-current assets

275,965 281,272Current assets

911,259 1,099,974Current liabilities

589,108 762,236Net current assets

322,151 337,738Net assets

598,116 619,010NAV per Share (RMB cents)(1)

37.38 38.69Note:

(1) For comparative purposes, our NAV per Share as at 31 December 2006 and 30 June 2007 have been computed based onour net assets and our pre-Invitation share capital of 1,600,000,000 Shares.

WHERE YOU CAN FIND US

Our registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and ourbusiness address is at No. 86 South Bank of Yellow River, Huiji District, Zhengzhou City, Henan Province,The People’s Republic of China 450042

. Our telephone number is +86 (371) 6389 0406 and our facsimile number is +86 (371) 6389 0345.

20

THE INVITATION

Issue Size : Invitation comprising 245,000,000 New Shares by way of public offerand placement. The New Shares will, upon issue and allotment, rankpari passu in all respects with the existing issued Shares.

Issue Price : S$0.50 for each New Share.

The Offer : The Offer comprises an invitation by our Company to the public inSingapore to subscribe for the 5,000,000 Offer Shares at the IssuePrice, subject to and on the terms and conditions of this Prospectus.

The Placement : The Placement comprises a placement of 240,000,000 PlacementShares at the Issue Price, subject to and on the terms and conditionsof this Prospectus.

Purpose of the Invitation : Our Directors believe that the listing of our Company and thequotation of our Shares on the SGX-ST will enhance the public imageof our Group locally and overseas and enable us to tap the capitalmarkets for the expansion of our operations.

The Invitation will also provide members of the public, ourmanagement, employees and business associates as well as thosewho have contributed to our success with an opportunity to participatein the equity of our Company.

Listing Status : Our Shares will be quoted on the Official List of the SGX-ST inSingapore dollars, subject to admission of our Company to the OfficialList of the SGX-ST and permission for dealing in and for quotation ofour Shares being granted by the SGX-ST and the Authority notissuing a Stop Order.

21

EXCHANGE RATES

The table below sets out the highest and lowest exchange rates for RMB/S$ and HK$/S$, for each of thepast six calendar months, prior to the Latest Practicable Date. The table indicates how many RMB orHK$ it would take to buy one S$.

RMB/S$ HK$/S$ Highest Lowest Highest Lowest

June 2007 5.006 4.897 5.113 5.054

July 2007 5.029 4.972 5.200 5.110

August 2007 5.019 4.924 5.188 5.056

September 2007 5.061 4.928 5.240 5.093

October 2007 5.168 5.049 5.360 5.223

November 2007 5.178 5.086 5.406 5.339

The following table sets forth, for each of the financial years indicated, the average and closing exchangerates for RMB/S$ and HK$/S$. The average exchange rates were calculated by using the average of theclosing exchange rates on the last day of each month during each financial year. Where applicable, theexchange rates in this table are used for the translation of our Group’s financial statements disclosedelsewhere in this Prospectus.

RMB/S$ HK$/S$ Average Closing Average Closing

FY2004 4.898 5.071 4.610 4.763

FY2005 4.924 4.852 4.674 4.663

FY2006 5.019 5.088 4.891 5.069

1H2006 4.994 5.051 4.825 4.907

1H2007 5.052 4.975 5.111 5.109

The above exchange rates have been calculated with reference to exchange rates quoted fromBloomberg L.P. and should not be construed as representations that the HK$ and RMB amounts actuallyrepresent such S$ amounts or could be converted into S$ at the rate indicated or at any other rate andvice versa (1).

As at the Latest Practicable Date, the closing exchange rates for HK$/S$ and RMB/S$ wereHK$5.410:S$1.00 and RMB5.140:S$1.00 respectively.

Please refer to the section entitled “Exchange Controls” of this Prospectus for a description of theexchange controls that exist in the PRC and Bermuda.

Note:

(1) We have not asked Bloomberg L.P. for their consent for the inclusion of the exchange rates quoted under this section andBloomberg L.P. is thereby not liable for these statements under Sections 253 and 254 of the Securities and Futures Act. OurCompany has included the above exchange rates in their proper term and context in this Prospectus and has not verified theaccuracy of these statements.

22

23

USE OF PROCEEDS AND EXPENSES OF THE INVITATION

USE OF PROCEEDS

The estimated net proceeds from the issue of the New Shares (after deducting the estimated expensesincurred in relation to the Invitation) is approximately S$113.9 million (RMB585.4 million(1)). We intend touse such proceeds in the following manner:

(i) approximately S$38.3 million (RMB196.9 million(1)) to acquire land directly from the government orother entities or indirectly through the acquisition of companies owning land use rights(2);

(ii) approximately S$70.6 million (RMB362.9 million(1)) to increase the paid-up registered capital ofZhengzhou Great View from approximately US$50.0 million to US$99.0 million which shall be usedby Zhengzhou Great View to acquire land directly from the government or other entities orindirectly through the acquisition of companies owning land use rights(2); and

(iii) the balance as general working capital for our Group.

Notes:

(1) Based on the exchange rate of S$1.00 to RMB5.140 as at the Latest Practicable Date.

(2) Our Group is in the process of identifying suitable land parcels in Zhengzhou city to acquire for residential and/or commercialproperty developments and has not entered into any agreement for such acquisitions. We expect to identify suitable landparcels for acquisition by the end of 2008.

For further details of the above, please refer to the sections entitled “Capitalisation and Indebtedness”and “General Information on Our Group – Prospects” of this Prospectus.

Pending the deployment of the net proceeds from the issue of the New Shares as aforesaid, the netproceeds may be placed in short-term deposits with banks or financial institutions, as our Directors may,in their absolute discretion, deem fit.

In the opinion of our Directors, no minimum amount must be raised by the Invitation. In the event theInvitation is cancelled, such amounts proposed to be provided for the items above will be provided out ofour existing bank facilities and/or funds generated from our operations or we may scale down our futuredevelopment plans.

EXPENSES OF THE INVITATION

The estimated amount of expenses of the Invitation and of the application for listing to be borne by us,including underwriting and placement commission, brokerage, management, audit and legal fees,advertising and printing expenses, listing fees payable to the SGX-ST and the Authority and all otherincidental expenses in relation to this Invitation is approximately S$8.6 million. The following table setsout the breakdown of the use of proceeds and the estimated expenses incurred:

Estimated As a percentage ofamount gross proceeds

from the issue ofthe New Shares

(S$’000) (%)

Use of proceeds

Acquisition of land directly or indirectly through the acquisitionof companies owning land use rights 38,296 31.26

Increase registered capital of Zhengzhou Great View 70,600 57.63

General working capital requirements 5,000 4.08

Total 113,896 92.97

Expenses to be borne by Company

Listing fees 142 0.12

Professional fees 3,792 3.10

Underwriting commission, placement commission and brokerage 3,675 3.00

Miscellaneous expenses 995 0.81

Total 8,604 7.03

In the event that the amount set aside to meet our Company’s portion of the estimated expenses listedabove is in excess of the actual expenses incurred in connection with the Invitation, such excess will beapplied towards our working capital purposes.

24

MANAGEMENT AND UNDERWRITING AND PLACEMENT ARRANGEMENTS

Pursuant to the Management and Underwriting Agreement, our Company appointed the Issue Managerto manage the Invitation, and the Underwriter to underwrite the Offer Shares. The Issue Manager willreceive management fees from our Company for its services rendered in connection with the Invitation.

Pursuant to the Management and Underwriting Agreement, the Underwriter has agreed to underwrite theOffer Shares for a commission of 2.75% of the Issue Price for each Offer Share, payable by ourCompany. The Underwriter may, at its discretion, appoint one or more sub-underwriters for the OfferShares. Brokerage will be paid by our Company to members of the SGX-ST, merchant banks andmembers of the Association of Banks in Singapore in respect of accepted applications made onApplication Forms bearing their respective stamps, or to Participating Banks in respect of successfulapplications made through Electronic Applications at the rate of 0.25% (UOB Group and OCBC) or 0.5%(DBS Bank) of the Offer Price for each Offer Share. In addition, DBS Bank will levy a minimum brokeragefee of S$5,000.

Pursuant to the Placement Agreement, the Placement Agent has agreed to subscribe for and/or procuresubscriptions for the Placement Shares for a placement commission of 3.00% of the Issue Price for eachPlacement Share, payable by our Company. The Placement Agent may at its discretion, appoint one ormore sub-placement agents for the Placement Shares. Subscribers of Placement Shares may berequired to pay a brokerage of up to 1.00% of the Issue Price (subject to GST, currently at 7.0%, ifapplicable).

Save as aforesaid and under the section entitled “Plan of Distribution” of this Prospectus, no commission,discount or brokerage, has been paid or other special terms granted within the two years preceding thedate of this Prospectus or is payable to any Director, promoter, expert, proposed Director or any otherperson for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for anyshares in or debentures of our Company.

The Management and Underwriting Agreement may be terminated by the Issue Manager or theUnderwriter at any time on or prior to the close of the Application List on the occurrence of certain eventsincluding, inter alia, any change, or any development involving a prospective change, in local, national orinternational, financial (including stock market, foreign exchange market, international bank or interestrates or money market), political, industrial, economic, legal or monetary conditions, taxations orexchange controls, which events or events shall, in the opinion of the Issue Manager or the Underwriter(exercised in good faith and in the reasonable opinion of the Issue Manager or the Underwriter, as thecase may be):

(a) result or be likely to result in a material adverse fluctuation or adverse conditions in the stockmarket in Singapore or elsewhere;

(b) be likely to materially prejudice the success of the offer or subscription of the New Shares(whether in the primary market or in respect of dealings in the secondary market);

(c) make it materially impracticable, inadvisable, inexpedient or uncommercial to proceed with any ofthe transactions contemplated in the Management and Underwriting Agreement;

(d) be likely to have a material adverse effect on the business, trading position, operations orprospects of our Company or of our Group as a whole;

(e) be such that no reasonable underwriter would have entered into the Management andUnderwriting Agreement; or

25

(f) make it uncommercial or otherwise contrary to or outside the usual commercial practices ofunderwriters in Singapore for the Underwriter to observe or perform or be obliged to observe orperform the terms of the Management and Underwriting Agreement.

Notwithstanding the above, the Management and Underwriting Agreement may be terminated by theIssue Manager or the Underwriter if, inter alia, at any time:

(i) up to the date of commencement of trading of our Shares on the Official List of the SGX-ST, aStop Order is issued by the Authority pursuant to Section 242 of the Securities and Futures Act; or

(ii) after the registration of this Prospectus with the Authority but before the close of the ApplicationList, our Company fails and/or neglects to lodge a supplementary prospectus or replacementprospectus if required to do so pursuant to Section 243 of the Securities and Futures Act.

The Placement Agreement is conditioned upon the Management and Underwriting Agreement not havingbeen terminated or rescinded pursuant to the provisions of the Management and UnderwritingAgreement and may be terminated on the occurrence of certain events, including those specified above.

In the event that the Management and Underwriting Agreement is terminated, our Company reserves theright, at the absolute discretion of our Directors, to cancel the Invitation.

Pursuant to the Management and Underwriting Agreement, our Company shall not, for a period of12 months from the date of listing of our Company on the SGX-ST, issue any new Shares without theprior written consent of the Underwriter (such consent not to be unreasonably withheld).

Save as disclosed in the section entitled “Shareholders” of this Prospectus, we do not have any materialrelationships with any of the Issue Manager, Underwriter or Placement Agent.

26

27

PLAN OF DISTRIBUTION

The Issue Price is determined by us, in consultation with the Issue Manager, based on market conditionsand estimated market demand for our Shares determined through a book-building process. The IssuePrice is the same for all New Shares and is payable in full on application.

Offer Shares

The Offer Shares are made available to the members of the public in Singapore for subscription at theIssue Price. The terms, conditions and procedures for application and acceptance are described inAppendix H to this Prospectus.

In the event of an under-subscription for the Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed for shall be made available to satisfy excess applications for thePlacement Shares to the extent there is an over-subscription for the Placement Shares as at the close ofthe Application List.

In the event of an over-subscription for the Offer Shares as at the close of the Application List and/or thePlacement Shares are fully subscribed for or over-subscribed as at the close of the Application List, thesuccessful applications for the Offer Shares will be determined by ballot or otherwise as determined byour Directors and approved by the SGX-ST.

Pursuant to the terms and conditions contained in the Management and Underwriting Agreement, theUnderwriter has agreed to underwrite our Offer Shares.

Placement Shares

Application for the Placement Shares may only be made by way of an Application Form. The terms,conditions and procedures for application and acceptance are described in Appendix H to thisProspectus.

Pursuant to the terms and conditions in the Placement Agreement, the Placement Agent has agreed tosubscribe and/or procure subscribers for the Placement Shares at the Issue Price.

In the event of an under-subscription for the Placement Shares as at the close of the Application List, thenumber of Placement Shares not subscribed for shall be made available to satisfy excess applications forthe Offer Shares to the extent that there is an over-subscription for the Offer Shares as at the close ofthe Application List.

Subscription for the New Shares

None of our existing Shareholders or Directors intends to subscribe for Shares in the Invitation.

None of our Company’s management or employees intends to subscribe for Shares in the Invitationamounting to 5% or more of the New Shares.

To the best of our knowledge, we are not aware of any person who intends to subscribe for Shares in theInvitation amounting to 5% or more of the New Shares. However, through a book-building process toassess market demand for our Shares, there may be person(s) who may indicate an interest to subscribefor Shares amounting to 5% or more of the New Shares. If such person(s) were to make an applicationfor Shares amounting to 5% or more of the New Shares and subsequently be allotted such number ofShares, we will make the necessary announcements at an appropriate time. The final allocation ofShares will be in accordance with the shareholding spread and distribution guidelines as set out in Rule210 of the Listing Manual.

Further, no Shares shall be allotted on the basis of this Prospectus later than six months after the date ofregistration of this Prospectus by the Authority.

CLEARANCE AND SETTLEMENT

Upon listing and quotation on the SGX-ST, our Shares will be traded under the book-entry settlementsystem of CDP, and all dealings in and transactions of the Shares through the SGX-ST will be effected inaccordance with the terms and conditions for the operation of Securities Accounts with CDP, asamended from time to time.

Our Shares will be registered in the name of CDP or its nominee and held by CDP for and on behalf ofpersons who maintain, either directly or through depository agents, Securities Accounts with CDP.Depositors and Depository Agents will not be treated, under our Bye-laws and the Bermuda CompaniesAct, as members of our Company in respect of the number of Shares credited to their respectivesecurities accounts, and may not be accorded the full rights of membership, such as voting right, theright to appoint proxies, or the right to receive shareholders’ circulars, proxy forms, annual reports andprospectuses. In such an event, Depositors and Depository Agents will be accorded only such rights asCDP may make available to them pursuant to CDP’s terms and conditions to act as depository for foreignsecurities.

Persons holding our Shares in Securities Accounts with CDP may withdraw the number of Shares theyown from the book-entry settlement system in the form of physical share certificates. Such sharecertificates will, however, not be valid for delivery pursuant to trades transacted on the SGX-ST, althoughthey will be prima facie evidence of title and may be transferred in accordance with our Bye-laws. A fee ofS$10.00 for each withdrawal of 1,000 Shares or less and a fee of S$25.00 for each withdrawal of morethan 1,000 Shares is payable upon withdrawing the Shares from the book-entry settlement system andobtaining physical share certificates. In addition, a fee of S$2.00 or such other amount as our Directorsmay decide, is payable to the share registrar for each share certificate issued and a stamp duty ofS$10.00 is also payable where our Shares are withdrawn in the name of the person withdrawing ourShares or S$0.20 per S$100 or part thereof of the last-transacted price where it is withdrawn in thename of a third party. Persons holding physical share certificates who wish to trade on SGX-ST mustdeposit with CDP their share certificates together with the duly executed and stamped instruments oftransfer in favour of CDP, and have their respective Securities Accounts credited with the number ofShares deposited before they can effect the desired trades. A fee of S$20.00 is payable upon the depositof each instrument of transfer with CDP.

Transactions in our Shares under the book-entry settlement system will be reflected by the seller’sSecurities Account being debited with the number of Shares sold and the buyer’s Securities Accountbeing credited with the number of Shares acquired. No transfer of stamp duty is currently payable for theShares that are settled on a book-entry basis.

A Singapore clearing fee for trades in our Shares on the SGX-ST is payable at the rate of 0.04 per cent.(0.04%) of the transaction value subject to a maximum of S$600 per transaction. The clearing fee,instrument of transfer deposit fee and share withdrawal fee may be subject to GST, currently at 7.0 percent. (7.0%), if applicable.

Dealings of our Shares will be carried out in Singapore dollars and will be effected for settlement on CDPon a scripless basis. Settlement of trades on a normal “ready” basis on the SGX-ST generally takesplace on the third Market Day following the transaction date, and payment for the securities is generallysettled on the following business day. CDP holds securities on behalf of investors in Securities Accounts.An investor may open a direct account with CDP or a sub-account with a CDP agent. The CDP agentmay be a member company of the SGX-ST, bank, merchant bank or trust company.

28

29

RISK FACTORS

Prospective investors should carefully consider and evaluate the following considerations and all theother information contained in this Prospectus before deciding to invest in our Shares. If any of thefollowing considerations and uncertainties develop into actual events, our business, results of operationsand financial condition could be materially and adversely affected. In such cases, the trading price of ourShares could decline due to any of these considerations and uncertainties, and you may lose all or partof your investment in our Shares. To the best of the knowledge and belief of our Directors, all risk factorswhich are material to investors in making an informed judgement in our Company have been set outbelow.

This Prospectus also contains forward-looking statements having direct and/or indirect implications onour future performance. Our actual results may differ materially from those anticipated by those forward-looking statements due to certain factors including the risks and uncertainties faced by us, as describedbelow and elsewhere in this Prospectus.

RISKS RELATING TO OUR BUSINESS

Inability to identify or acquire land for development at commercially acceptable prices

We derive the majority of our revenue from the sale of properties that we have developed. As such, webelieve that maintaining a sizable and high-quality land bank for future development is critical tosustaining our growth. We cannot assure you that we will be able to identify and acquire attractive sites inthe future at commercially acceptable prices, or at all. In the PRC, the supply of land is controlled bygovernment authorities, and our ability to acquire land use rights and their corresponding acquisitioncosts will be affected by government policies toward land supply, development and pricing. The centraland local governments regulate the means by which property developers obtain land for development.See “Appendix G — Summary of Relevant PRC Laws and Regulations” to this Prospectus for adescription of the material laws and regulations in the PRC that apply to the acquisition of land userights. In particular, the central government introduced regulations in May 2002 that require governmentdepartments and agencies to grant state-owned land use rights for residential and commercial propertydevelopment by public tender, auction or listing-for-sale. We believe the new regulations have contributedto an increase in the acquisition costs to property developers throughout China. Our inability to identifyand acquire attractive new sites at commercially acceptable prices could impair our ability to competewith other property developers and materially and adversely affect our ability to grow our business andmaintain our profitability.

The land use rights for our future development sites will not be vested until we have received therelevant land use rights certificates

Under current PRC land grant policies, the relevant authorities will not issue the land use rightscertificate for a piece of land until the developer has paid the land premium in full, completed theresettlement process and is in compliance with other land grant conditions. Although we have obtainedthe land use rights certificates for all our completed property developments, properties underdevelopment, properties to be developed in the near future and land held for future development, theland use rights for any land that we may acquire in the future will not be vested in us until we havereceived the corresponding land use rights certificates. Furthermore, we cannot assure you that there willnot be delays in the authorities’ issuance of the land use rights certificates and that the delays will notmaterially and adversely affect our operations, including our ability to deliver properties to our customersin a timely fashion.

Failure or delay in the delivery of our property developments and increase in costs in completingconstructions

Our Group’s primary business is in the development of residential properties and commercial propertiesin the Henan Province. The period span of a property development can last more than one year,depending on the size of the development. Consequently, changes in the business environment duringthe length of the project may affect the revenue and cost of the development which may directly depressthe profit margin of a project.

Factors which affect the profitability of a project may include but are not limited to: risks that governmentapprovals (such as those relating to commencement of construction and pre-sale) may take more timethan expected to be obtained; construction may not be completed on schedule or within budget;fluctuations in prices of construction materials; and the properties may not achieve the anticipated sales.

The time taken and the costs involved in completing construction can be adversely affected by manyfactors including but not limited to: failure to meet the requisite standards of building construction; labourshortage; adverse weather condition; natural disaster; labour dispute; dispute with contractor; accident;variation of blueprints; and change in government priorities and policies.

If any of our property developments (including the land parcels contained therein), as a result of ourfailure or prolonged delay in the delivery of such property developments, are forced sold by our creditorsin the market, we may not be able to recover our costs incurred and investments made with respect tosuch property developments.

The sales derived from, and the values of, property development projects may be adversely affected by anumber of factors, including but not limited to: international, regional and local economic climate; localreal estate conditions; changes in perceptions by property buyers, businesses, retailers or shoppers interms of the convenience and attractiveness of the projects; competition from other available properties;changes in market rates for comparable projects; and increased operating costs. If any of the aforesaidproperty development risks develop, our financial performance would be materially and adverselyaffected.

Liabilities in connection with our pre-sale policies

The practice of pre-sales i.e. selling properties prior to the receipt of construction completion andexamination certificate, is widely adopted in the PRC property market industry. There are certain risksrelating to the pre-sale of properties. For example, our Group may fail to complete a project which hasbeen fully or partially pre-sold. In such circumstances, we may find ourselves liable to purchasers of pre-sold units for losses suffered by them. There is no guarantee that these losses will not exceed thepurchase price paid in respect of the pre-sold units. In addition, if any project is not completed on time,the purchasers of its pre-sold units may be entitled to compensation for late delivery. If the delay extendsbeyond a certain pre-agreed period, these purchasers will further be entitled to terminate the pre-saleagreements and claim damages. There may therefore be circumstances which result in liabilities arisingfrom pre-sale arrangements, which in turn would affect the results of operations and financial condition ofour Group.

Proceeds from the pre-sale of our properties are an important source of funds for our propertydevelopments and have an impact on our liquidity position. On 5 August 2005, PBOC recommended in areport entitled “2004 Real Estate Financing Report” that the practice of pre-selling uncompleted properties be discontinued, on the grounds that it creates significant market risksand transactional irregularities. While the recommendation has not been adopted by any PRCgovernmental authority and has no mandatory effect, we cannot assure you that the PRC governmentalauthority will not ban or impose material limitations on the practice of pre-selling of uncompletedproperties in the future. Future implementation of any restrictions on our ability to pre-sell our properties,including any requirements to increase the amount of up-front expenditure we must incur prior toobtaining the pre-sale permit, would extend the time required for recovery of our capital outlay and wouldforce us to seek alternative means to finance the various stages of our property developments. This, inturn, could have a material and adverse effect on our business, cash flow, financial condition and resultsof operations.

Inability to generate adequate return on or impairment arising from a fall in value of ourinvestment properties

Property investment (where we engage in renting out some of our properties) is not the main focus of ourGroup’s business but is subject to varying degrees of risk. The returns available from any real estatedepend to a large degree on the amount of capital appreciation generated, income earned from therental of the relevant properties as well as the expenses incurred. Our Group’s financial position may alsobe adversely affected by a fall in value of any such property investments. The sales derived from and thevalues of such property investments may be adversely affected by a number of factors, including but not

30

31

limited to changes in market condition and rental rates, the ability to collect rent due to bankruptcy orinsolvency of tenants or otherwise and the need to periodically repair and re-let space and the coststhereof. In the event that the property investment aspect of our Group’s business expands and we are notable to generate adequate returns, our Group’s profits and financial position will be adversely affected.

Inadequate financing for our land acquisition or property developments

A significant part of our Group’s business operations is in property development which is a capitalintensive business. One of the major factors which can affect our ability to acquire land and to completethe property developments as planned is the adequacy of financing. Our Group finances the propertydevelopment projects mainly from pre-sale proceeds, borrowings from third parties (including financialinstitutions) and internal financing. If expected results of pre-sale of such projects are not achieved, thefinancing costs of the projects could rise significantly. As at the Latest Practicable Date, our outstandingborrowings amounted to RMB40.0 million. There is no assurance that we will not experience difficulties inobtaining financing and renewing credit facilities granted by financial institutions in the future. The PRCgovernment has in recent years taken a variety of policy initiatives in the financial sector to further tightenlending procedures for real estate developers. The PBOC issued the Circular on Further Strengtheningthe Management of Loans for Property Business

on 5 June 2003 which, amongst other things:

(a) restricts PRC commercial banks from advancing loans to fund the payment of land premium;

(b) restricts PRC commercial banks from granting loans for the development of luxury residentialproperties such as villas; and

(c) restricts property developers from using borrowings obtained from any local bank to fund propertydevelopments outside the region.

In April 2005, the Ministry of Construction (the “MOC”), the National Development and ReformCommission (the “NDRC”) and several other regulatory bodies of the PRC government jointly issued theOpinions on Stabilising Residential Property Prices , which, amongother things, require commercial banks to strictly enforce PRC laws on granting loans for propertydevelopments, including the requirement of thorough credit investigation before approving loans forproperty developments.

On 27 September 2007, PBOC and the China Banking Regulatory Commission jointly issued a Notice onStrengthening Commodity Real Estate Credit Financing Administration

, according to which, commercial banks should not provide loans to real estate projects unlessthe relevant developer have paid at least 35% of the investment amount of the relevant projects with itsown capital.

In addition, PBOC raised the benchmark one-year lending rate several times and the rate as at theLatest Practicable Dateis 7.29%. We cannot assure you that PBOC will not further raise lending rates orthat our business, financial condition and results of operations will not be adversely affected as a result ofthese adjustments. These initiatives may limit our flexibility and ability to use bank loans to finance ourproperty developments and therefore may require us to maintain a relatively high level of internally-sourced cash. As a result, we may not have adequate resources to fund land acquisitions or propertydevelopments, or to service our financing obligations, and our business and financial condition may bematerially adversely affected. In such event, and if we are unable to successfully obtain alternate sourcesof financing to meet operating costs, including debt servicing and capital expenditures, our businessoperations will be adversely affected.

32

Geographical concentration in the PRC and in Zhengzhou city specifically; uncertainty inexpanding into new cities in the PRC and strain on resources resulting from rapid expansion

Our Group’s operations, property developments and property investments are currently heavily focusedin Zhengzhou city, the PRC. As such, our Company’s investments may be affected by downturns in thegeneral economic conditions and specifically in the real estate market of the PRC and in Zhengzhou cityspecifically. We also plan to develop projects in new geographical locations in the PRC, besidesZhengzhou city, in the future. We cannot assure you that we will be able to operate in these new areassuccessfully.

Our plan to rapidly expand and the need to integrate operations arising from our expansion, may place asignificant strain on our managerial, operational and financial resources and further contribute to anincrease in our financing requirements.

Property valuations may materially differ from prices that can be acheived

The valuation of our property interests as of 30 June 2007 prepared by CB Richard Ellis is contained inAppendix C to this Prospectus. These valuations are based upon certain assumptions that are subjective.With respect to properties under development, the valuations are based, amongst other things, onassumptions that (a) the properties will be completed or developed as currently proposed and (b) allregulatory and governmental approvals for the proposals will be or have been obtained. With respect toproperties held for future development, the valuations are based, amongst other things, on theassumption that (a) the property interests will be sold in its existing state with the benefit of vacantpossession, (b) the relevant Group company is entitled to sell the properties at no extra land premiumand (c) all premiums have been paid in connection with such properties. Unanticipated changes inrelation to particular properties, or changes in general or local economic or regulatory conditions or otherrelevant factors could affect such valuations and the returns that we can realise from these properties.The actual values that we derive from these properties may materially differ from the values attributed tothem in the valuation report prepared by CB Richard Ellis.

If financing becomes more costly or otherwise less attractive, our sales and pre-sales will beaffected

A majority of purchasers of our residential properties rely on financing to fund their purchases. Anincrease in interest rates may significantly increase the cost of financing, thus adversely impacting theaffordability of residential properties. In addition, the PRC government and commercial banks may alsoincrease the downpayment requirements, impose other conditions or otherwise change the regulatoryframework in a manner that would make mortgage financing unavailable or unattractive to potentialproperty purchasers. The China Banking Regulatory Commission issued aregulation on 2 September 2004 to limit mortgage loans on properties to 80.0% of the sale price of theunderlying properties. Further, on 17 March 2005, PBOC set the minimum property mortgage loan ratesat 0.9 times the corresponding benchmark lending rates and this was further changed to 0.85 times on19 August 2006. In addition, monthly mortgage payment is limited to 50.0% of an individual borrower’sincome and monthly debt service payments are limited to 55.0% of such individual borrower’s monthlyincome. If the availability or attractiveness of mortgage financing is further reduced or limited, many ofour prospective customers may not be able to purchase our properties. In addition, pursuant to theNotice on Strengthening Commodity Real Estate Credit Financing Administration

and the Supplemental Notice on Strengthening Commodity Real Estate CreditFinancing Administration jointly issued by PBOC and theChina Banking Regulatory Commission on 27 September 2007 and 5 December 2007, purchasers andtheir families (which would include husband and wife and their minor offsprings) of their second (or more)residential properties who have already purchased one or more residential buildings through mortgageand the GFA per family member of whom is higher than the local average standards, are required tomake minimum down payments of 40.0% and the interest rate on mortgage loans for second or moreresidential properties to should be 1.1 or more times the benchmark one-year lending rate. As forapartments for commercial use, the down payment has been raised to a high 50.0% while mortgageloans for commercial buildings will be no less than 1.1 times the benchmark one-year lending rate. As aresult, our business, financial condition and results of operations could be materially and adverselyaffected.

Guarantee of purchasers’ mortgage facilities repayments

Our Group enters into arrangements with various domestic banks in the PRC to provide mortgagefacilities to purchasers of our properties prior to completion. In line with the consumer banking practicesin the PRC, our Group is required to provide guarantees to these banks in respect of these mortgagefacilities offered to purchasers of our properties. Such guarantees lapse once the relevant propertyownership certificates are issued and given to the relevant mortgagee banks, as the mortgages are thensecured against properly issued legal titles to the properties. During the period of guarantee, if apurchaser defaults on a loan, our Group has to pay the repayment instalments due and outstanding fromthe purchaser to the relevant mortgagee bank under the loan, with the mortgagee bank then assigningits rights under that loan and the mortgage to our Group and, subject to registration, our Group will havefull recourse to the property. In line with industry practice, our Group does not conduct independent creditchecks on purchasers but will rely on the credit checks conducted by the mortgagee banks. Should therebe substantial defaults on the loans during the period of the guarantee and we do not manage to re-sellthese properties or re-sell them at prices that are above the loan amounts repaid, our Group’s financialcondition and results of operations may be materially and adversely affected. As of 31 December 2005,31 December 2006 and 30 June 2007, outstanding guarantees in respect of mortgages provided to ourcustomers amounted to RMB48.5 million, RMB141.0 million and RMB226.3 million respectively. Therewas no outstanding guarantee as at 31 December 2004.

Liability to our customers for damages if we do not apply for individual property ownershipcertificates on behalf of our customers in a timely manner

Property developers in the PRC are typically required to deliver to purchasers the relevant individualproperty ownership certificates about one year after delivery of the properties unless otherwise specifiedin the relevant sale and purchase agreement. Real estate developers, including ourselves, generally electto specify the deadline for the application of the individual property ownership certificates upon theprovision of the necessary documents by the customers to allow sufficient time for the relevantapplication processes.

Under current regulations, we are required to submit the requisite governmental approvals in connectionwith our property developments, including land use rights documents and planning and constructionpermits, to the local bureau of land resources and housing administration within 30 days after the receiptof the completion and acceptance certificate for the relevant properties and apply for the generalproperty ownership certificate in respect of these properties. We are then required to submit, within astipulated period after delivery of the properties, the relevant property sale and purchase agreements,identification documents of the purchasers and proof of payment of deed tax, together with the generalproperty ownership certificate, for the bureau’s review and the issuance of the individual propertyownership certificates.

No material claim has been brought against us by any purchaser for late application of the individualproperty ownership certificates on behalf of our customers in the past three years. However, we cannotassure you that we will not in the future become liable to purchasers for late application of the individualproperty ownership certificates on behalf of our customers through our own fault or for any other reasonsbeyond our control.

Limited operating history

Our PRC operating subsidiaries, Zhengzhou Great View and Henan Jinzhi, were fully acquired by ourGroup in 2007 and 2006 respectively. As at the Latest Practicable Date, we have successfully completedconstruction of only Phase I and Phase II of Guoling Shanshui , with a total GFA of 142,602sq m having been sold. As such, we have a limited operating history. Accordingly, it is more difficult forpotential investors to assess our likely future performance and our past operating results may not beindicative of our future financial performance.

Dependence on key personnel

Our success to date has been largely due to the contributions and expertise of our Chief ExecutiveOfficer, Yan Tao, our Chief Operating Officer, Wang Jian, as well as our other Executive Directors andExecutive Officers. Our continued success is dependent, to a large extent, on our ability to retain theservices of our Executive Directors and Executive Officers. The loss of the services of Yan Tao, Wang

33

Jian or any of our other Executive Directors and Executive Officers without a suitable and timelyreplacement or the inability to attract and retain other qualified personnel would adversely affect ouroperations and hence, our revenue and profits. Please refer to the section entitled “Directors,Management and Staff — Service Agreements” of this Prospectus for further details.

Reliance on independent contractors to provide us with various services

We do not engage main contractors in our construction projects. We engage independent third partycontractors directly to provide us with various services including construction, piling and foundation,building and property fitting-out works, installation of air-conditioning units and elevators and interiordecoration. Our projects are usually undertaken by independent contractors based in Zhengzhou cityselected by way of open tender, the process of which is regulated by the “House Construction and CityInfrastructure Project Construction Tender Management Method”

(the “Tender Regulations”). According to the Tender Regulations, the Tender AppraisalCommittee to be organised by our Group shall include our representatives and relevant specialistsselected by our Group from a list certified by the construction administration authorities. The number ofmembers of the Tender Appraisal Committee shall be an odd number and shall consist of at least fivemembers. The relevant specialists shall make up no less than two-third of the membership of the TenderAppraisal Committee. Our Group will set the tender conditions according to the written tender reportprovided by the Tender Appraisal Committee, and after the tender, our Group and the successfultenderer will sign a written contract according to the terms of the tender.

We cannot give any assurance that the services rendered by any of the independent third partycontractors will always be satisfactory or match the targeted quality level we want. Furthermore, there isa risk that any of our contractors may experience financial or other difficulties which may affect theirability to carry out construction works, thus delaying the completion of our Group’s development projectsor resulting in additional costs to our Group. Should any of the independent third party contractors fail tomeet the required standards and suitable replacement contractors are not engaged in time, our business,financial conditions and results of operations may be materially and adversely affected. Any such failureon the part of our independent third party contractors may also result in adverse publicity for our Groupwhich in turn may result in an adverse impact on our Group’s prospects and growth.

Failure to obtain the necessary qualification certificates

In accordance with the “Regulations on Administration of Urban Real Estate Development”(the “Development Regulations”), property developers in the PRC are

required to obtain the relevant class of qualification certificates for the development of certain types ofproperties and certain size of property developments. The Development Regulations provide that when aproperty developer engages in the development and sale of real estate without any qualificationcertificate or beyond the scope of its qualification, it will be ordered to rectify the default within a time limitset by the real estate development authorities of the local government on or above the county level andin the meantime a fine ranging from RMB50,000 to RMB100,000 will also be imposed. If the propertydeveloper fails to rectify the default within the time limit, its business licence will be revoked by theAdministration for Industry and Commerce.

Our subsidiary, Zhengzhou Great View, is qualified to undertake real estate development projects with anindividual GFA of up to 250,000 sq m, with such qualification being subject to renewal after 31 March2009. Our other subsidiary, Henan Jinzhi, is qualified to undertake real estate development projects withan individual GFA of up to 100,000 sq m and the validity period for such qualification certificate is from27 March 2007 to 31 March 2008. Should we fail to rectify any default, obtain or renew the requisitequalification certificates, our business operations will be adversely affected.

Please refer to the section entitled “General Information on Our Group — Licences, Permits, Approvalsand Government Regulations” of this Prospectus for further details.

Failure to obtain or material delays in obtaining the requisite governmental approvals for ourproperty developments may adversely affect our business and results of operations

The real estate industry in the PRC is heavily regulated by the PRC government. Developers mustcomply with a variety of legal and regulatory requirements, as well as the policies and proceduresestablished by local authorities to implement such laws and regulations. To undertake and complete a

34

property development, a real estate developer must obtain permits, licenses, certificates and otherapprovals from the relevant administrative authorities at various stages of the property development,including land use rights documents, planning permits, construction permits, pre-sale permits andcertificates or confirmations of completion and acceptance. Each approval is dependent on thesatisfaction of a set of conditions.

We have not experienced any material delays in obtaining such governmental approvals in respect of ourproperty developments that would have a material adverse effect on our business or results ofoperations. However, we cannot assure you that we will not encounter significant problems in satisfyingthe conditions to the approvals, or that we will be able to adapt ourselves to new laws, regulations orpolicies that may come into effect from time to time with respect to the real estate industry in general orthe particular processes related to the granting of the approvals. There may also be delays on the part ofthe administrative bodies in reviewing our applications and granting approvals. If we fail to obtain, orexperience material delays in obtaining, the requisite governmental approvals, the schedule ofdevelopment and sale of our developments could be substantially disrupted, resulting in a materialadverse effect on our business, financial condition and results of operations.

Failure to obtain the requisite building certificate for one of our investment properties

We have not been granted the requisite building ownership certificate by The Real Estate AdministrationBureau of Zhengzhou City (the “Real Estate Administration Bureau”) to variousbuildings occupying a total GFA of 16,586 sq m of land. These include the Guoling Hotspring Hotelbuilding and facilities located in Guoling Shanshui . According to relevant PRC regulations,properties without valid building ownership certificates may not be leased.

Zhengzhou Great View has applied but has not been granted the requisite building ownership certificateby the Real Estate Administration Bureau for the abovementioned properties.

Our Group’s PRC legal counsel, Jingtian & Gongcheng, is of the opinion that according to currentregulation in PRC, in the event Zhengzhou Great View is unable to obtain the necessary buildingownership certificate, the Real Estate Administration Bureau would have the right to request theoccupants of such properties, which do not have the proper construction permits and building ownershipcertificates, to relocate from such properties. The Real Estate Administration Bureau also has the right toimpose penalties on the landlord for breaching the relevant applicable laws. The maximum penalty whichmay be imposed by the Real Estate Administration Bureau is to order such properties to be demolished.

Zhengzhou Great View has already submitted relevant applications for the requisite building ownershipcertificate relating to the relevant premise in August 2007 and expects to obtain the building ownershipcertificate by the end of 2008. Further, it has been confirmed by The Real Estate Administration Bureauof Zhengzhou city that there is no legal obstacle for Zhengzhou Great View to (i)obtain the relevant building ownership certificate for the aforesaid buildings or (ii) transfer the aforesaidbuildings, should it decide to do so. However, there is no guarantee that Zhengzhou Great View will beable to obtain such building ownership certificate and a penalty may be imposed on Zhengzhou GreatView. Further, Zhengzhou Great View would not be able to transfer its ownership of the buildings before itobtained the requisite building ownership certificates.

For the years ended 31 December 2004, 31 December 2005 and 31 December 2006 and the six monthsended 30 June 2007, the revenue of Guoling Hotspring Hotel amounted to approximately nil, RMB0.5million, RMB2.5 million and RMB1.8 million respectively.

Difficulty in predicting future performance due to fluctuating operating results

Our results of operations have varied significantly in the past and may continue to fluctuate significantlyfrom period to period in the future. In FY2004, FY2005, and FY2006 and the six months ended 30 June2007, our revenue was nil, RMB145.6 million, RMB276.5 million, and RMB150.8 million respectively, andnet loss attributable to our equity holders in FY2004 was RMB8.3 million and net profit attributable to ourequity holders in FY2005, FY2006 and the six months ended 30 June 2007 was RMB15.1 million,RMB45.4 million, and RMB17.8 million respectively.

35

As we derive a substantial portion of our revenue from the sale of properties, our results of operationsare affected by the demand for our properties and the price at which we are able to sell them. Thedemand for and pricing of the properties are in turn, to a large extent, affected by the general conditionsof the property markets. In addition, we recognise proceeds from the sale of a property as revenue onlyupon the delivery of the property. Therefore, our revenue and profit during any given period reflects thequantity of properties delivered during that period and is affected by any peaks or troughs of our propertydelivery schedule and may not be indicative of the actual demand for our properties during that period.Our revenue and profit during any given period generally reflect property investment decisions made bypurchasers at some significant time in the past, typically at least in the prior fiscal period. As a result, webelieve that our operating results for any period are not necessarily indicative of results that may beexpected for any future period.

Legal proceedings arising from our operations

We may be involved from time to time in disputes with various parties involved in the development andsale of our properties such as contractors, sub-contractors, suppliers, construction companies,purchasers and other parties. These disputes may lead to legal and other proceedings, and may causeus to suffer additional costs and delays. In addition, we may have disagreements with regulatory bodiesin the course of our operations, which may subject us to administrative proceedings and unfavourabledecrees that result in financial losses and delay the construction or completion of our projects.

Lack of insurance coverage for our properties

Our Group has not purchased any insurance cover for our commercial property under development,J-Expo . Although we have purchased insurance cover for Guoling Shanshui ,there are certain types of losses for which we are unable to obtain insurance cover (such as liabilitiesfrom war and civil disorder, earthquake, typhoon, flooding or other natural disasters) on commerciallypracticable terms. We also do not take out insurance coverage for non-performance of contracts duringconstruction and other risks associated with construction and installation work during the constructionperiod. Therefore, there may be circumstances in which our Group will not be covered or compensatedfor losses, damages and liabilities, therefore adversely affecting the results of operations and financialcondition of our Group.

Please refer to the section entitled “General Information on Our Group — Insurance” of this Prospectusfor further details.

Relevant PRC tax authorities may challenge the basis in which we calculate our LAT obligations

Under PRC tax laws and regulations, our PRC subsidiaries are subject to LAT, which is collected by localtax authorities. Pursuant to Article 2 of the Provisional Regulations of the PRC on Land Appreciation Tax

(the “LAT Regulations”), all income received from the sale ortransfer of land use rights relating to state-owned land, buildings and their attached facilities in the PRCby all units and individuals is subject to LAT at progressive rates ranging from 30% to 60% of theappreciation value as defined by the relevant tax laws. Certain exemptions are available for the sale ofordinary standard residential houses if the appreciation values do not exceed 20% of thetotal deductible items as defined in the relevant tax laws. Sale of commercial properties are not eligiblefor such exemption. LAT is not levied on real estate properties constructed and held by such units orindividuals for its own use or for lease.

We estimate and make provision for the full amount of applicable LAT in accordance with the relevantPRC tax laws and the LAT Regulations, but we only pay a portion of such provision each year asrequired by the local tax authorities. For each of FY2004, FY2005, FY2006 and the six months ended 30June 2007, we made a provision for LAT in the amount of nil, RMB17.7 million, RMB60.1 million andRMB28.9 million respectively. For the same periods, we made LAT payments in the amount of nil,RMB1.5 million, RMB2.6 million and RMB10.9 million, respectively, based on the LAT rates of 1.5%(residential properties) and 3.5% (commercial properties) of the total sales consideration of real estateproperties sold, as imposed by the local tax authorities. Although we believe such provisions aresufficient, we cannot assure you that the central PRC tax authorities will agree with the basis in which wecalculate our LAT obligations. The method in which the local tax authorities has implemented to calculatethe LAT may result in a lower sum of LAT payable than if the LAT is determined based on theappreciation value of the properties as suggested under the LAT Regulations. In which case, the central

36

PRC tax authorities may order our Group to pay the outstanding LAT and accordingly, our net profits aftertax will be adversely affected. Further, on 28 December 2006, the State Administration of Taxation issuedthe Notice on the Administration of the Settlement of Land Appreciation Tax of Property DevelopmentEnterprises (the “LAT Notice”) which cameinto effect on 1 February 2007. Such notice provides further clarifications as to the settlement of LAT.Local provincial tax authorities can formulate their own implementation rules according to the notice andlocal situations. In the event that the implementation rules promulgated in the cities in which our projectsare located require us to settle all the unpaid LAT, our cash flow may be adversely affected. Further, theLAT Notice also stipulates that the local tax authorities may order real estate developers to pay LAT if aproperty project has not been sold within three years from the grant of sale or pre-sale permit. However,as we do not have to apply for sale or pre-sale permits for real estate properties constructed and held byus for our own use or for lease, such properties will not be subject to LAT.

Going forward, we intend to continue accumulating the provisions made for the full amount of applicableLAT in accordance with the relevant PRC tax laws and the LAT Regulations and will not write-back suchexcess provisions unless and until the relevant PRC tax laws and/or the LAT Regulations are amendedby the central PRC tax authorities to the effect that our Group will not be required to pay the outstandingLAT.

Forfeiture of land use rights

Under the PRC laws, where a developer fails to comply with or develop land according to the terms ofthe land grant contract (including those relating to payment of fees, land use or the time forcommencement and completion of the development of the land), the relevant government authority maygive a warning to or impose a penalty on the developer or forfeit the land use rights granted to thedeveloper. There can be no assurance that circumstances leading to a possible breach of terms of theland grant contract, e.g. delay in the payment of the land grant fees or delay in the commencement of thedevelopment of the land for more than two years since the stipulated date of commencement in the landgrant contract that may lead to the forfeiture of land use rights, will not arise or forfeiture action may notbe taken by the relevant authority in the future. Therefore, if we are affected by circumstances whichwould cause us to breach the terms of the land grant contract and our land use rights are forfeited by thegovernment, our Group’s business and prospects will be adversely affected.

The total GFA of some of our property developments may have exceeded the original authorisedarea and the excess GFA is subject to governmental approval and payment of additional landpremium

When the PRC government grants the land use rights for a piece of land, it will specify in the land grantcontract the use of the land and the total GFA that the developer may develop on this land. The actualGFA constructed, however, might have exceeded the total GFA authorised in the land grant contract dueto factors such as subsequent planning and design adjustments. The amount of GFA in excess of theauthorised amount is subject to approval when the relevant authorities inspect the properties after theircompletion and the developer may be required to pay additional land premium in respect of this excessGFA. If we fail to obtain the completion certificate due to such excess GFA, we will not be allowed todeliver the relevant properties or recognise the revenue from the relevant presold properties and mayalso be subject to liabilities under the pre-sale contracts. We cannot assure you that the total constructedGFA of our existing projects under development or any future property developments will not exceed therelevant authorised GFA upon completion or that we will be able to pay the additional land premium andobtain the completion certificate on a timely basis.

Natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicablediseases and other events beyond the control of our Company

Our Company may be adversely affected by natural disasters, wars, terrorist attacks, riots, civilcommotions, widespread communicable diseases (such as human avian flu and severe acute respiratorysyndrome (“SARS”)) and other events beyond the control of our Company.

We may be adversely affected by the effects of human avian flu, SARS or another epidemic or outbreak.There have been recent reports of outbreaks of a highly pathogenic human avian flu, caused by theH5N1 virus, in certain regions of Asia and Europe. An outbreak of human avian flu in the humanpopulation could result in a widespread health crisis that could adversely affect the economies and

37

38

financial markets of many countries, particularly in Asia. Additionally, any recurrence of SARS, a highlycontagious form of atypical pneumonia, similar to the occurrence in 2003 which affected China, HongKong, Taiwan, Singapore, Vietnam and certain other countries, would also have similar adverse effects.These outbreaks of contagious diseases, and other adverse public health developments in China, wouldhave a material adverse effect on our business operations. These could include disruptions to thetransportation of our raw materials, as well as temporary closure of our construction sites. Such closuresor travel or shipment restrictions would severely disrupt our business operations and adversely affect ourfinancial condition and results of operations. We have not adopted any written preventive measures orcontingency plans to combat any future outbreak of human avian flu, SARS or any other epidemic.

Resettlement costs and negotiations may add costs and/or cause delays to our developmentprojects

We may purchase land from both the PRC government and private entities. Where occupied land isobtained from the PRC government, resettlement costs are usually included in the land premiumpayable. On the other hand, where occupied land is obtained from private entities, we may have tocompensate owners and residents for the costs of resettlement, calculated in accordance with formulaeprescribed by the relevant PRC authorities. There is no assurance that the relevant PRC authorities willnot change its compensation formulae, which may result in increased costs for property developers. Insuch an event, our results of operation and financial position may be adversely affected.

In accordance with the City Housing Resettlement Administration Regulations and the applicable local regulations, a property developer in the PRC is required to enter into writtenagreements with the owners or residents of existing buildings to be demolished for development toprovide compensation for the relocation and resettlement of such owners and residents. Any delay in theresettlement process such as delays in reaching agreement on compensation may result in delays to thedevelopment project. Any such delays to the development project may lead to an increase indevelopment costs and a delay in the expected cash inflow resulting from pre-sale of the relevant project,which may in turn adversely affect our business, financial position and results of operations. Furthermore,if we fail to reach an agreement on resettlement with the owners and residents of the land which we wishto acquire, any party may apply to the relevant housing resettlement authorities for a ruling on theamount of compensation, which will in turn also delay our development projects and result in theincurrence of additional costs.

In addition, on 30 August 2007, the new Urban Real Estate Administration Law provided that the State Council shall promulgate relevant housing resettlement regulations in order toprotect the rights and interests of the existing owners or residents. As at the date of this Prospectus, theState Council has not promulgated such regulations and there is no assurance that we will not incuraddition resettlement costs or experience delay in our development projects as a result of the newregulations.

RISKS RELATING TO OUR INDUSTRY

Illiquidity of real estate investments

As real estate investments are relatively illiquid, a real estate company’s ability to promptly sell one ormore properties in its portfolio in response to changing economic, financial and investment conditions islimited. The real estate market is affected by many forces, such as general economic conditions,availability of financing, interest rates and other factors, including, supply and demand, that are beyondits control. Our Company cannot predict whether it will be able to sell any property for the price or on theterms set by it, or whether any price or other terms offered by a prospective purchaser would beacceptable to our Company. Additionally, our Company cannot predict the length of time needed to find awilling purchaser and to close the sale of a property.

Development Risks

Property developments typically require substantial capital outlays during the construction periods, and itmay take months or years before positive cash flows, if any, can be generated by pre-sale of propertiesto be completed or sale of completed properties. The time and costs required to complete a propertydevelopment may increase substantially due to many factors beyond our control, including the shortage,or increased cost of material, equipment, technical skills and labour, adverse weather conditions, natural

disasters, labour disputes, disputes with contractors, accidents, changes in government priorities andpolicies, changes in market conditions, delays in obtaining the requisite licenses, permits and approvalsfrom the relevant authorities and other unforeseeable problems and circumstances. Any of these factors,singly or in aggregate, may lead to a delay in, or the failure of, the completion of a property developmentand result in costs substantially exceeding those originally budgeted. Failure to complete a propertydevelopment according to its original plan, if at all, may have an adverse effect on our reputation andcould give rise to potential liabilities. As a result, our returns on investments, if any, might not be timelyrecognised or might be lower than originally expected.

RISKS RELATING TO THE PROPERTY INDUSTRY IN THE PRC

The PRC property market and related infrastructure and mechanisms have not been fullydeveloped

Private ownership of property in the PRC is still in a relatively early stage of development. Althoughdemand for private residential property in the PRC, particularly in the Henan Province, has been growingrapidly in recent years, such growth is often coupled with volatility in market conditions and fluctuation inproperty prices. It is extremely difficult to predict how much and when demand will develop, as manysocial, political, economic, legal and other factors, most of which are beyond our control, may affect thedevelopment of the market. The level of uncertainty is increased by the limited availability of accuratefinancial and market information as well as the overall low level of transparency in the PRC.

Anti-speculation measures imposed by the PRC government may discourage investors from acquiringnew properties. The limited amount of property mortgage financing available to PRC individuals,compounded by the lack of security of legal title and enforceability of property rights, may further inhibitdemand for residential developments.

In addition, risk of property over-supply is increasing in parts of China, where property investment,trading and speculation have become overly active. In the event of actual or perceived over-supply,property prices may fall drastically, and our revenue and profitability will be adversely affected.

Heavy dependence on the performance of the property market in the PRC, particularly in HenanProvince

Our business and prospects depend on the performance of the PRC property market. Any housingmarket downturn in the PRC generally or in the regions where we have property developments couldadversely affect our business, results of operations and financial condition. Our property developmentsare predominantly located in the Henan Province. Although we are pursuing further businessopportunities in other locations in the PRC, especially in the central part of the PRC, we intend tomaintain and increase our market share in the Henan Province.

Demand for private residential properties in the PRC, particularly in the Henan Province, has beengrowing rapidly in recent years, but such growth is often coupled with volatility in market conditions andfluctuations in property prices. We cannot assure you that property development and investment activitieswill continue at past levels or that we will be able to benefit from the future growth in the property marketin the Henan Province or the PRC. Any adverse developments in national and local economic conditionsas measured by such factors as employment levels, job growth, consumer confidence, interest rates andpopulation growth in the Henan Province, particularly in the places where our projects are located, mayreduce demand and depress prices for our properties and would have a material adverse effect on ourresults of operations and financial condition.

Susceptibility to austerity measures that significantly influence the property business in the PRCin general

The PRC government has exercised and continues to exercise significant influence over the PRC’seconomy in general, which, among others, affects the property sector in the PRC. From time to time, thePRC government adjusts its monetary and economic policies to prevent and curtail the overheating ofthe national and provincial economies, which may affect the real estate markets that we operate in. Anyaction by the PRC government concerning the economy or the real estate sector in particular could havea material adverse effect on our financial condition and results of operations. The central and localauthorities may continue to adjust interest rates, tax rates and other economic policies or impose otherregulations or restrictions that may have an adverse effect on the property market in the PRC, which mayadversely affect our business. For instance, purchasers of our residential properties are increasingly

39

40

relying on mortgages to fund their purchases. An increase in interest rates may increase the cost of suchmortgage financing, thus reducing the attractiveness of mortgages as a source of financing for propertypurchasers and adversely affecting the affordability of residential properties. In such an event, ourbusiness and results of operations will be adversely affected.

On 11 July 2006, the PRC government issued a Circular on Standardising the Admittance andAdministration of Foreign Capital in the Property Market which set out new requirements and restriction on foreign investment in the real estate market andpurchase of real estate properties in China by foreign institutions or individuals. One such restriction isthat a foreign investor developing or operating real estate in the PRC would be required to establish aforeign investment real estate enterprise with a registered capital of not less than 50% of its totalinvestment amount if the total investment amount is more than US$10.0 million. Please refer to“Appendix G – Summary of Relevant PRC Laws and Regulations” to this Prospectus for more details ofthe new regulation.

Increasing competition that could adversely affect our business and financial position

In recent years, a large number of property developers have begun to undertake property developmentand investment projects in the Henan Province and elsewhere in the PRC. In addition, a number ofinternational developers have expanded their operations into China, including a number of leadingHong Kong and Singapore real estate development and investment groups. Many of these developers,both private and state-owned, have significant financial, managerial, marketing and other resources, aswell as experience in property and land development. Competition between property developers isintense and may result in, among other things, increased costs of the acquisition of land for development,oversupply of properties in certain parts of China, a decrease in property prices, a slow down in the rateat which new property developments will be approved and/or reviewed by the relevant governmentauthorities, an increase in construction costs and difficulty in obtaining high quality contractors andqualified employees. Any such consequences may adversely affect our business, results of operationsand financial position. In addition, the real estate market in China is rapidly changing. If we cannotrespond to changes in market conditions more swiftly or effectively than our competitors do, our ability togenerate revenue, our financial condition and our results of operations will be adversely affected.

Lack of reliable and updated information on property market conditions in the PRC

We are subject to property market conditions in the PRC generally and the Henan Province in particular.Currently, reliable and up-to-date information is not generally available in the PRC and in the HenanProvince specifically on the amount and nature of property development and investment activities, thedemand for such development, the supply of new properties being developed or the availability of landand buildings suitable for development and investment. Consequently, our investment and businessdecisions may not always have been, and may not be in the future, be based on accurate, complete andtimely information. Inaccurate information may adversely affect our business decisions, which couldmaterially and adversely affect our results of operations and financial condition.

Interest rate movements and changes in commodity prices

We face risks in relation to interest rate movements and changes in commodity prices in particular as aresult of the debts undertaken by us to finance our developments and the consumption of large quantitiesof building materials, including raw iron, steel and concrete, in our property development operations. Asat 31 December 2004, 31 December 2005, 31 December 2006 and 30 June 2007, our Group’s interest-bearing bank and other borrowings amounted to approximately RMB187.3 million, RMB215.1 million,RMB237.0 million and RMB190.0 million respectively and the interest payments of such interest bearingbank and other borrowings amounted to approximately RMB6.2 million, RMB15.1 million, RMB17.7 millionand RMB7.4 million respectively. All of such debts are denominated in RMB. Changes in interest rateswill affect our interest income and interest expense from short term deposits and other interest-bearingfinancial assets and liabilities. This could in turn have a material and adverse effect on our net profits.Furthermore, an increase in interest rates would also adversely affect the willingness and ability ofprospective customers to purchase our properties, our ability to service loans that we have guaranteedand our ability to raise and service long-term debt. In addition, we also face risks of changes incommodity prices. As a property developer, in general, we enter into fixed or guaranteed maximum priceconstruction contracts with independent construction companies, each of which concerns thedevelopment of a significant part of our overall development project. These contracts typically cover boththe supply of the building materials and the construction of the facility, for a construction period of one to

41

three years. Commodity costs amount for approximately 70.0% of our cost of sales. Therefore, should theprice of building materials increase significantly prior to our entering into a fixed or guaranteed maximumprice construction contract, we might be required to pay more to prospective contractors, which couldmaterially and adversely affect our results of operations and financial condition.

Change in government policies applicable to the procurement of land use rights

The central and local PRC government continue to exercise a substantial degree of control and influenceover the real estate market through the enactment of regulations and policies that affect the land userights. On 9 May 2002 and 28 September 2007 respectively, the PRC Ministry of Land Resourcespromulgated the Regulations on the Assignment of State-owned Land-Use Rights Through CompetitiveBidding, Auction and Listing-for-Sale which was effective on 1 July 2002 and the Regulations on the Assignment of Land-Use Right of State-owned ConstructionLand Through Competitive Bidding, Auction and List-for-Sale

which was effective on 1 November 2007, under which state-owned land use rights for industrial,commercial, tourism, entertainment, office and commercial/residential purposes and state-owned landuse right for other purposes with more than two applicants must be obtained through competitive bidding,public auction or public notices. There is no assurance that we will be able to successfully obtain anyland use rights through such bidding, public auction or public notices in the future and our failure tofurther enlarge our land bank will adversely affect our growth, business prospects and operations.

RISKS RELATING TO THE PRC

Changes in the social, political and economic conditions in the PRC

All of our Group’s assets and all of our Group’s revenue are derived from our business operations locatedin the PRC. Accordingly, any significant slowdown in the PRC economy or decline in demand for ourproperties from customers in the PRC will have an adverse effect on our business, financial conditionsand results of our operations. Furthermore, any unfavourable changes in the social and politicalconditions of the PRC may also adversely affect our business and operations.

Since the adoption of the “open door policy” in 1978 and the “socialist market economy” in 1993, thePRC government has been reforming and is expected to continue to reform its economic and politicalsystems. Any changes in the social, political and economic policy of the PRC government may lead tochanges in the laws and regulations or the interpretation of the same, as well as changes in the foreignexchange regulations, taxation and import and export restrictions, which may in turn adversely affect ourfinancial performance. We cannot predict whether changes in PRC’s political, economic and socialconditions, laws, regulations and policies will have any adverse effect on our current or future business,results of operations or financial condition.

Introduction of new laws or changes to existing laws by the PRC government

Our operations in the PRC are subject to the laws and regulations promulgated by the PRC government.The PRC legal system is a codified legal system made up of the PRC Constitution, written laws,regulations, circulars, directives and other government orders. The PRC government is still in the processof developing its legal system so as to meet the needs of investors and to encourage foreign investment.As the PRC economy is undergoing development generally at a faster pace than its legal system, somedegree of uncertainty exists in connection with whether and how existing law and regulations will apply tocertain events or circumstances. In particular, unlike common law jurisdictions like Singapore, decidedcases do not form part of the legal structure of the PRC and thus have no binding effect. Theadministration of the PRC laws and regulations may be subject to a certain degree of discretion by theexecutive authorities. This has resulted in the outcome of dispute resolutions not being as consistent orpredictable as in the other more developed jurisdictions and it may be difficult to obtain a swift andequitable enforcement of laws in the PRC, or obtain enforcement of judgment by a court of anotherjurisdiction.

Furthermore, in line with its transformation from a centrally-planned economy to a more free marketoriented economy, the PRC government is still in the process of developing a comprehensive set of lawsand regulations. As the legal system in the PRC is still evolving, laws and regulations or the interpretationof the same may be subject to change and such change may take place at a faster pace compared withcountries with more developed legal systems. The introduction of any new and/or more stringent lawsand regulations relevant to our business and operations may significantly escalate our compliance andmaintenance costs or our costs of operation.

42

In particular, on 29 June 2007, the Standing Committee of the National People’s Congress of the PRCadopted the Employment Contract Law which will come

into effect on 1 January 2008. The new Employment Contract Law introduces severalchanges to the rights and obligations of employers and employees, including according greater protectionfor employees in the event of termination by employers. Further, the Employment Contract Law

provides that the internal employment rules of a company should be formed in consultationwith all the employees or the employee representative of the company. It is expected that furtherimplementation rules and notices may be issued to offer more guidance on the scope andimplementation of the Employment Contract Law and we cannot predict that the new lawwill not adversely affect our future business, results of operations or financial condition.

Please refer to “Appendix G – Summary of Relevant PRC Laws and Regulations” to this Prospectus for adescription of some of the government regulations that we are subject to.

Expected increase in competition following the PRC’s entry into the World Trade Organisation(“WTO”)

Following the PRC’s entry into the WTO, our Directors believe that trade tariffs and import controls offoreign goods and services into the PRC will be lowered or removed over time. With the lowering ofimport tariffs and barriers, there will be more competition arising from the entry of foreign competitors.The increased competition may result in increased costs for the acquisition of land use rights fordevelopment, an oversupply of properties in certain parts of the PRC and a slowdown in the rate atwhich new property developments will be approved and/or reviewed by the relevant governmentauthorities, all of which may adversely affect the business and financial performance of our Group.

Foreign exchange control in the PRC

Our PRC subsidiaries are subject to the relevant PRC rules and regulations on currency conversion. Inthe PRC, SAFE regulates the conversion of RMB into foreign currencies. Currently, foreign investedenterprises (‘‘FIEs’’) are required to apply to SAFE for ‘‘Foreign Exchange Registration Certificates forFIEs’’. With such registration certifications, FIEs are allowed to open foreign currency accounts includingthe ‘‘basic account’’ and ‘‘capital account’’. Currently, conversion within the scope of the ‘‘basic account’’,for purposes such as the remittance of foreign currencies for payment of dividends, can be effectedwithout the approval of SAFE. However, the conversion of currency in the ‘‘capital account’’, for capitalitems such as direct investments, loans and securities, still requires the approval of SAFE.

Our subsidiary, Zhengzhou Great View, is an FIE and the ability of Zhengzhou Great View to paydividends or make other distributions to us may be restricted by, among other things, the availability offunds, and statutory and other legal restrictions including PRC foreign exchange control restrictions. Inthe event the ability of Zhengzhou Great View to make distributions to our Company is restricted, it mayhave an adverse effect on our ability to distribute dividends to our shareholders in the future.

Please refer to the section entitled “Exchange Controls” of this Prospectus for further details.

Fluctuations in the value of the Renminbi

The value of the Renminbi against the United States dollar and other currencies may fluctuate and isaffected by, among other things, changes in China’s political and economic conditions. The conversion ofRenminbi into foreign currencies, including United States dollars, has been based on rates set by thePBOC. On 21 July 2005, the PRC Government changed its policy of pegging the value of the Renminbito the United States dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrowand managed band against certain foreign currencies. This change in policy has resulted in anappreciation of the Renminbi against the United States dollar. Any significant revaluation of the Renminbimay materially and adversely affect our cash flow, revenue, earnings and financial position, and the valueof, and any dividends payable on, the Shares in foreign currency terms. For example, an appreciation ofthe Renminbi against the U.S. dollar or the Singapore dollar would make any new Renminbi denominatedinvestments or expenditures more costly to us, to the extent that we would need to convert United Statesdollars or Singapore dollars into Renminbi for such purposes.

RISKS RELATING TO INVESTMENT IN OUR SHARES

Our main operations and significant assets are located in the PRC and thus it could be difficult toenforce a Singapore judgement against us, our Executive Directors and our Executive Officers

Our operating subsidiaries, Zhengzhou Great View and Henan Jinzhi, are incorporated in the PRC, andour main operations and assets are located in the PRC. In addition, all of our Executive Directors and ourExecutive Officers are non-residents of Singapore, and substantially all the assets of these persons arelocated outside Singapore. As a result, it could be difficult for investors to effect service of process inSingapore if they wish to make a claim against our Company or our Executive Directors or any of ourExecutive Officers, or to enforce a judgement obtained in Singapore against our Company or ourExecutive Directors or our Executive Officers.

Dependency on distributions from our subsidiaries

We are a holding company and conduct our core business operations through our subsidiaries. Theprofits available for distribution by us to our Shareholders are dependent on the profits available fordistribution by our subsidiaries to us. Profits available for distribution by our subsidiaries established inthe PRC are determined in accordance with PRC GAAP, and such profits differ from those which wouldbe calculated using IFRS for the purposes of dividend distribution in certain significant respects. Suchdifferences include the use of different bases of recognition of revenue and expenses. In addition, underthe relevant PRC financial regulations, profits available for distribution are determined after contributionsto various statutory reserve funds required under PRC law. These restrictions could affect the amount ofdistributions that we receive from our subsidiaries or restrict our ability to pay dividends to ourshareholders. Our inability to receive and pay dividends could have a material adverse effect on ourfinancial condition and capital resources, as well as the trading price of our Shares.

Future sale of Shares could adversely affect the Share price

Any future sale or availability of Shares can have a downward pressure on our Share price. The sale of asignificant amount of Shares in the public market after the Invitation, or the perception that such salesmay occur, could materially affect the market price of Shares. These factors also affect our ability to selladditional equity securities. Except as otherwise described in the section entitled “Moratorium” in thisProspectus, there will be no restriction on the ability of the Substantial Shareholders to sell their Shareseither on the SGX-ST or otherwise.

The proceeds from the sale of our Shares in the initial public offering may not be sufficient to fullyimplement all our business strategies outlined in the section entitled “General Information on Our Group– Strategy and Future Plans”. Under such circumstances, secondary issues of securities may benecessary to raise the required capital. If new Shares placed to new and/or existing shareholders areissued after the offering, they may be priced at a discount to the then prevailing market price of ourShares trading on the SGX-ST, in which case, existing shareholders’ equity interest may be diluted. If wefail to utilise the new equity to generate a commensurate increase in earnings, our EPS will be diluted,and this could lead to a decline in our share price. Any additional debt financing may, apart fromincreasing interest expense and gearing, contain restrictive covenants with respect to dividends, futurefund raising exercises and other financial and operational matters.

Our share price may fluctuate following this Invitation

The market price of the Shares may fluctuate significantly and rapidly as a result of, amongst others, thefollowing factors, some of which are beyond our control:

variations of our operating results;

changes in securities analysts’ estimates of our financial performance;

announcements by us of significant acquisitions, strategic alliances or joint ventures;

additions or departures of key personnel;

fluctuations in stock market prices and volume;

43

involvement in litigation; and

general economic and stock market conditions.

No prior market for our Shares

Prior to this Invitation, there has been no prior market for our Shares. The Issue Price may not beindicative of the market price for our Shares after the completion of this Invitation. We have applied to theSGX-ST for the listing of and quotation for our Shares on the Official List of the SGX-ST. However, noassurance can be given that an active trading market for our Shares will develop or, if developed, will besustained.

Control by Ember Vision and Marble Focus may limit your ability to influence the outcome ofdecisions requiring the approval of Shareholders

Upon the completion of the Invitation, our Group’s Directors and Controlling Shareholders, Li Wei andWang Peng, through Ember Vision and Marble Focus, will beneficially own in the aggregateapproximately 69.4% of the issued Shares. As a result, these persons, if they act together, will be able toexercise significant influence over all matters requiring Shareholders’ approval, including the election ofdirectors and the approval of significant corporate transactions. These persons will also have veto power,if they act together, with respect to any shareholders’ action or approval requiring a majority vote exceptwhere they are required by the rules of the Listing Manual to abstain from voting. Such concentration ofownership may also have the effect of delaying, preventing or deterring a change in control of our Groupwhich may benefit our Group’s Shareholders.

New investors will incur immediate dilution and may experience further dilution

Our Issue Price of S$0.50 per Share is substantially higher than our Group’s NAV per Share as at 30June 2007 of 12.9 cents (as adjusted for the net proceeds from the Invitation). If we were liquidatedimmediately following this Invitation, each investor subscribing to this Invitation would receive less thanthe price paid for their Shares. Please refer to the section entitled “Dilution” in this Prospectus for furtherdetails.

Rights and protection accorded to our Shareholders may be different from those applicable toshareholders of a Singapore-incorporated company

We are incorporated in Bermuda as an exempted company under the Bermuda Companies Act. TheCompanies Act may provide shareholders of Singapore-incorporated companies rights and protection ofwhich there may be no corresponding or similar provisions under the Bermuda Companies Act. As such,if you invest in our Shares, you may or may not be accorded the same level of shareholder rights andprotection that a shareholder of a Singapore-incorporated company may be accorded under theCompanies Act. We have set out in Appendix E a summary of certain provisions under the Bermudacompany law and in Appendix D a summary of the Memorandum of Association and selected Bye-lawsof our Company. Explanatory statements on specific issues have been set out in the sections entitled“Purchase by our Company of our own Shares”, “Attendance at General Meetings” and “Take-overs” ofthis Prospectus. Each of the summaries and explanatory statements is not intended to be and does notconstitute legal advice and any person wishing to have advice on the differences between the BermudaCompanies Act and the Companies Act and/or the laws of any jurisdiction with which he is not familiar isrecommended to seek independent legal advice. Copies of the Memorandum of Association and the Bye-laws of our Company are available for inspection at such place and time as set out in the section entitled“General and Statutory Information — Documents Available for Inspection” of this Prospectus.

Exchange rate fluctuation

Our Shares will be quoted in Singapore dollars on the SGX-ST. Dividends (if any) in respect of ourShares will be paid in Singapore dollars. Fluctuations in the exchange rate between the Singapore dollarand other currencies (including the Renminbi) will affect, among other things, the foreign currency valueof the proceeds which a Shareholder would receive upon sale in Singapore of our Shares and the foreigncurrency value of dividend distributions.

Singapore taxes may differ from the tax laws of other jurisdictions

Prospective investors should consult their tax advisers concerning the overall tax consequences ofacquiring, owning or selling our Shares. Singapore tax law may differ from the tax laws of otherjurisdictions, including the PRC. Please refer to “Appendix F – Taxation” to this Prospectus for moreinformation.

44

45

INVITATION STATISTICS

Issue Price

NTA(2)

The NTA per Share based on the balance sheet of our Group as at 30June 2007:

(a) before adjusting for the estimated net proceeds of the Invitationand based on the pre-Invitation share capital of 1,600,000,000Shares

(b) after adjusting for the estimated net proceeds of the Invitation andbased on the post-Invitation share capital of 1,845,000,000 Shares

Premium of Issue Price over the NTA per Share:

(a) before adjusting for the estimated net proceeds of the Invitationand based on the pre-Invitation share capital of 1,600,000,000Shares

(b) after adjusting for the estimated net proceeds of the Invitation andbased on the post-Invitation share capital of 1,845,000,000 Shares

Adjusted Appraised NTA

Adjusted Apprasied NTA as at 30 June 2007 as detailed in the sectionentitled “Adjusted Apprasied NTA” of this Prospectus based on ourCompany’s pre-Invitation share capital of 1,600,000,000 Shares

Discount of Issue Price to the Adjusted Appraised NTA per Share based onour Company’s pre-Invitation share capital of 1,600,000,000 Shares

EPS

Historical net EPS of our Group for FY2006 based on the pre-Invitationshare capital of 1,600,000,000 Shares

Historical net EPS of our Group for FY2006 based on the pre-Invitationshare capital of 1,600,000,000 Shares, assuming that the ServiceAgreements (as set out in the section entitled “Directors, Managementand Staff — Service Agreements” in this Prospectus) had been in placein FY2006

Price Earnings Ratio

Historical net PER based on the historical net EPS of our Group forFY2006

Historical net PER based on the historical net EPS of our Group forFY2006 assuming that the Service Agreements (as set out in the sectionentitled “Directors, Management and Staff — Service Agreements” of thisProspectus) had been in place in FY2006 from the beginning of FY2006

92.6 times

87.7 times

0.54 cents

0.57 cents

11.3%

56.4 cents

310%

617%

12.21 cents

6.97 cents

S$0.50 (equivalent toapproximately

RMB2.57(1))

Net Operating Cash Flow(3)

Historical net operating cash flow per Share of our Group for FY2006based on the pre-Invitation share capital of 1,600,000,000 Shares

Historical net operating cash flow per Share of our Group for FY2006based on the pre-Invitation share capital of 1,600,000,000 Sharesassuming that the Service Agreements had been in place since thebeginning of FY2006

Price to Cash Flow Ratio

Historical price to net operating cash flow based on the historical netoperating cash flow per Share (using the pre-Invitation share capital of1,600,000,000 Shares) for FY2006

Historical price to net operating cash flow based on the historical netoperating cash flow per Share (using the pre-Invitation share capital of1,600,000,000 Shares) for FY2006 assuming that the ServiceAgreements had been in place since the beginning of FY2006

Market Capitalisation

Market capitalisation based on the Issue Price and the post-Invitationshare capital of 1,845,000,000 Shares

Notes:

(1) Calculation based on the exchange rate of RMB5.140:S$1.00 as at the Latest Practicable Date.

(2) The NTA computation excludes land use rights, goodwill and deferred tax assets, and have been translated at the closingexchange rate of RMB4.975:S$1.00 as at 30 June 2007.

(3) Net operating cash flow for FY2006 is defined as the net cash flow generated from operating activities of our Group.

S$922.5 million

55.0 times

53.8 times

0.91 cents

0.93 cents

46

SELECTED FINANCIAL INFORMATION

The following selected Group financial information should be read in conjunction with the full text of thisProspectus, including the section entitled “Management’s Discussion and Analysis of FinancialConditions and Results of Operations” and the Combined Financial Information as set out in Appendix Ato this Prospectus.

OPERATING RESULTS OF OUR GROUP(1)



(RMB’000) (RMB’000) (RMB’000) (RMB’000) (RMB’000)

Revenue – 145,604 276,468 10,250 150,805Cost of sales – (82,922) (98,968) (3,723) (64,332)

Gross profit – 62,682 177,500 6,527 86,473

Other income 1,340 4,247 3,870 1,998 2,348Selling expenses (3,674) (9,514) (6,671) (4,070) (3,986)Administrative expenses (7,425) (12,642) (21,965) (7,435) (8,077)Other operating expenses (24) (158) (550) (296) (1,681)

(Loss)/Profit from operations (9,783) 44,615 152,184 (3,276) 75,077

Finance costs (584) (604) (488) – (1,373)

(Loss)/Profit before taxation(2) (10,367) 44,011 151,696 (3,276) 73,704Income tax expenses – (25,099) (97,193) (2,468) (50,499)

(Loss)/Profit for the year/period (10,367) 18,912 54,503 (5,744) 23,205

Attributable to:Equity holders of our Company (8,294) 15,132 45,431 (4,623) 17,827Minority interests (2,073) 3,780 9,072 (1,121) 5,378

(10,367) 18,912 54,503 (5,744) 23,205

EPS (RMB cents) (3) (0.52) 0.95 2.84 (0.29) 1.11

Adjusted EPS (RMB cents) (4) (0.45) 0.82 2.46 (0.25) 0.97

Notes:

(1) The financial results of our Group for the Periods Under Review have been prepared on the basis that our Group structurehad been in place as set out in Note 3 to the Combined Financial Information.

(2) Had the Service Agreements (set out in the section entitled “Directors, Management and Staff — Service Agreements” of thisProspectus) been in place since 1 January 2006, the profit before taxation and net profit attributable to equity holders of ourCompany for FY2006 would have been approximately RMB149.7 million and RMB43.5 million respectively.

(3) For comparative purposes, EPS for the Periods Under Review have been computed based on the net profit attributable toequity holders of our Company for the year and our pre-Invitation share capital of 1,600,000,000 Shares.

(4) The adjusted EPS for the Periods Under Review has been computed based on the net profit attributable to equity holders ofour Company for the year and our post-Invitation share capital of 1,845,000,000 Shares.

47

OPERATING RESULTS OF OUR GROUP(1)

(translated to Singapore Dollars)



(S$’000) (S$’000) (S$’000) (S$’000) (S$’000)

Revenue – 29,570 55,084 2,052 29,851Cost of sales – (16,840) (19,719) (745) (12,734)

Gross profit – 12,730 35,365 1,307 17,117

Other income 274 863 771 400 465Selling expenses (750) (1,932) (1,329) (815) (789)Administrative expenses (1,516) (2,567) (4,376) (1,489) (1,599)Other operating expenses (5) (32) (110) (59) (333)

(Loss)/Profit from operations (1,997) 9,062 30,321 (656) 14,861

Finance costs (119) (123) (97) – (272)

(Loss)/Profit before taxation(2) (2,116) 8,939 30,224 (656) 14,589Income tax expenses – (5,097) (19,365) (494) (9,996)


Attributable to:Equity holders of our Company (1,693) 3,074 9,051 (926) 3,528Minority interests (423) 768 1,808 (224) 1,065

(2,116) 3,842 10,859 (1,150) 4,593

EPS (cents) (3) (0.11) 0.19 0.57 (0.06) 0.22

Adjusted EPS (cents) (4) (0.09) 0.17 0.49 (0.05) 0.19

Notes:

(1) The financial results of our Group for the Periods Under Review have been prepared on the basis that our Group structurehad been in place as set out in Note 3 to the Combined Financial Information and has been translated to Singapore Dollarsbased on the average exchange rate for each of the Periods Under Review.

(2) Had the Service Agreements (set out in the section entitled “Directors, Management and Staff — Service Agreements” of thisProspectus) been in place since 1 January 2006, the profit before taxation and net profit attributable to equity holders of ourCompany for FY2006 would have been approximately S$29.8 million and S$8.7 million respectively, determined based on theaverage exchange rate of FY2006.

(3) For comparative purposes, EPS for the Periods Under Review have been computed based on the net profit attributable toequity holders of our Company for the year and our pre-Invitation share capital of 1,600,000,000 Shares.

(4) The adjusted EPS for the Periods Under Review has been computed based on the net profit attributable to equity holders ofour Company for the year and our post-Invitation share capital of 1,845,000,000 Shares.

48

FINANCIAL POSITION OF OUR GROUP(1)

Audited Audited Audited Audited

As at 31 As at 30 As at 31 As at 30December 2006 June 2007 December 2006 June 2007

(RMB’000) (RMB’000) (Translated into (Translated intoS$’000) S$’000)

Non-current assets

Property, plant & equipment 178,176 175,419 35,019 35,260Investment properties 40,042 41,306 7,870 8,303Land use rights 614 609 121 122Goodwill 38,703 38,703 7,607 7,779Deferred tax assets 18,430 25,235 3,622 5,072

275,965 281,272 54,239 56,536

Current assets

Deposits paid 169,375 118,185 33,289 23,756Properties held for development 35,061 43,909 6,891 8,826Properties held under development 106,286 106,391 20,890 21,385Properties held for sale 98,062 52,758 19,273 10,605Trade receivables 4,470 – 879 –Prepayments and other receivables 16,118 58,141 3,168 11,687Due from a shareholder 409,734 409,734 80,529 82,359Restricted bank deposits 10,693 10,674 2,102 2,146Cash and bank balances 61,460 300,182 12,079 60,338

911,259 1,099,974 179,100 221,102

Current liabilities

Trade payables 2,442 1,388 480 279Accruals and other payables 138,386 24,311 27,199 4,887Receipts in advance 99,087 386,583 19,475 77,705Interest-bearing bank and other borrowings 237,000 190,000 46,580 38,191Tax payable 112,193 159,954 22,051 32,152

589,108 762,236 115,785 153,214

Net current assets 322,151 337,738 63,315 67,888

Net assets 598,116 619,010 117,554 124,424

Represented by:Equity attributable to our Company’s equity holders 579,390 596,380 113,874 119,875Minority interests 18,726 22,630 3,680 4,549

Total equity 598,116 619,010 117,554 124,424

NAV per Share (RMB cents) (2) 37.38 38.69 n.a. n.a.NAV per Share (cents) (2) n.a. n.a. 7.35 7.78Pro Forma NAV Share (RMB cents) (2)(3) 36.19 37.66 n.a. n.a.Pro Forma NAV Share (cents) (2)(3) n.a. n.a. 7.11 7.57

Notes:

(1) The financial position of our Group has been prepared on the basis that the current Group structure had been in place as setout in Note 3 to the Combined Financial Information and has been translated to Singapore Dollars based on the closingexchange rate for each of the Periods Under Review.

(2) For comparative purposes, our NAV per Share and Pro Forma NAV per Share as at 31 December 2006 and 30 June 2007have been computed based on our pre-Invitation share capital of 1,600,000,000 Shares.

(3) The Pro Forma NAV per Share is based on the Pro Forma Report as set out in Appendix B to this Prospectus.

49

50

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS ANDRESULTS OF OPERATIONS

The following discussion and analysis of our Group’s financial position and results of operations shouldbe read in the Combined Financial Information as set out in Appendix A to this Prospectus. Thisdiscussion and analysis contains forward-looking statements that involve risks and uncertainties. OurGroup’s actual results may differ significantly from those projected in the forward-looking statements.Factors that may cause future results to differ significantly from those projected in the forward-lookingstatements include, but are not limited to, those discussed below and elsewhere in this Prospectus,particularly in the section entitled “Risk Factors”.

OVERVIEW

We are a premium brand property developer in Zhengzhou city, the capital of Henan Province, which isone of the most populated provinces in the PRC. We are engaged principally in the business ofdevelopment and sale of residential properties and commercial properties. In addition, we lease outsome of our properties, from which we derive rental income. As an integrated property developer and inorder to diversify our earning mixes, we also develop commercial properties, including commercial retailshops and office buildings, in prime location for both sale and leasing purposes.

We commenced the construction of Phase I of Guoling Shanshui , comprising Mufu and Yongfu , in November 2004. Phase I comprises 472 units of low-rise apartments and 65 unitsof low-density luxury detached houses with an aggregate saleable GFA of 39,289 sq m and 18,665 sq m,respectively. Pre-sale of our Phase I properties commenced in December 2004 and sale of theseproperties were recognised in 2H2005 whenever each of the completed units was delivered to therespective purchasers. Construction work of Phase II of Guoling Shanshui , comprisingHuguang Shanse and Xinyu Lanwan , which has a total of 701 units of low-riseapartments, 93 units of townhouses and 52 units of commercial retail units with an aggregate saleableGFA of 72,282 sq m, 22,531 sq m and 8,061 sq m respectively, commenced in October 2005. Pre-sale ofour Phase II properties commenced in November 2005 and sale of these properties were recognised in2H2006 as and when each of the completed units was delivered to the respective purchasers.

In November 2006, we acquired the entire equity interests in Henan Jinzhi which is engaged in thedevelopment of commercial properties. Its commercial development, J-Expo , comprises2,560 retail units and 192 office units. Pre-sale of these units commenced in April 2007 and constructionis expected to be completed by 1H2008. As such, sale of these properties is expected to be recognisedin FY2008 upon delivery of our completed properties to the purchasers.

In addition, we leased some of our own properties to third parties from which we derive rental income. Inparticular, we entered into a hotel management agreement with a third party, Pingdingshan City FangYuan Tian Tian Yugang Restaurant Co., Ltd , to manage ourGuoling Hotspring Hotel. We also entered into a lease agreement with another third party, Shanshui GolfClub (formerly known as Henan Sinian Golf Club ), to leasea parcel of land to them to operate a golf academy.

Revenue

Audited As a % Audited As a % Audited As a % Unaudited As a % Audited As a % FY2004 of total FY2005 of total FY2006 of total Six months of total Six months of total

revenue revenue revenue ended 30 revenue ended 30 revenueJune 2006 June 2007

(RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Sale of properties – – 142,984 98.2 269,708 97.6 6,870 67.0 146,885 97.4Rental income – – 2,620 1.8 6,760 2.4 3,380 33.0 3,920 2.6

Total – – 145,604 100.0 276,468 100.0 10,250 100.0 150,805 100.0

51

Our revenue is primarily derived from proceeds arising from the sale of our properties and the rentalincome from leasing our properties.

We recognise revenue from the sale of properties when the significant risks and rewards of theownership of properties have been transferred to the purchasers. This takes place, when the relevantproperties have been completed and delivered to the purchasers. In addition, our rental income fromleasing properties is recognised on a straight line basis over the lease terms.

Consistent with the practice of the property development industry in the PRC, we typically enter intopurchase contracts with our customers while the properties are still under construction but after satisfyingthe conditions for pre-sale of our properties in accordance with the relevant PRC laws and regulations.For further details, please refer to section entitled “General Information on Our Group – BusinessOperations – Property Development Process – Sales and Marketing”. In general, it takes up to two yearsbetween the time we commence pre-sale of our properties under development and the delivery of therelevant completed properties to the purchasers. We do not recognise any receipt of the purchaseconsideration from the pre-sale of our properties as revenue until such properties are completed anddelivered to the purchasers, even though we receive payments at various stages prior to delivery ofproperties to the purchasers. Before the delivery of a pre-sold property, the purchase considerationreceived from our customer before the delivery of a pre-sold property is recorded as “Receipts inadvance” under “Current Liabilities” on our combined balance sheets. As the receipts of purchaseconsideration from the sale of properties are recognised as revenue upon the delivery of properties toour purchasers, the timing of such deliveries may not only affect the amount and growth rate of ourrevenue but may also cause the quantum of our “Receipts in advance” to vary from period to period.

For each of the Periods Under Review, our revenue generated from the sale of properties amounted toapproximately nil, RMB143.0 million, RMB269.7 million and RMB146.9 million, respectively, in connectionwith the delivery of an aggregate saleable GFA of approximately nil, 41,153 sq m, 44,804 sq m and31,779 sq m, respectively representing an average realised selling price per sq m (calculated by dividingthe revenue from the sale of properties by the aggregate saleable GFA sold) of nil, RMB3,474,RMB6,020 and RMB4,622, respectively.

The following tables summarise the number of units, saleable GFA, and average realised selling price bythe different types of properties sold for each of FY2005, FY2006, 1H2006 and 1H2007.

FY2005Phase I Phase II Total

Guoling No. of Saleable Total Average No. of Saleable Total Average No. of Saleable Total AverageShanshui Units GFA Revenue realised Units GFA Revenue realised Units GFA Revenue realised

sold sold selling sold sold selling sold sold sellingprice price price

per sq m per sq m per sq m(units) (sq m) (RMB’000) (RMB) (units) (sq m) (RMB’000) (RMB) (units) (sq m) (RMB’000) (RMB)

Low-rise apartments 392 32,698 89,463 2,736 N/A N/A N/A N/A 392 32,698 89,463 2,736

Low-density luxury detached houses 31 8,455 53,521 6,330 N/A N/A N/A N/A 31 8,455 53,521 6,330

Townhouses N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ACommercial

retail units N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total 423 41,153 142,984 3,474 N/A N/A N/A N/A 423 41,153 142,984 3,474

52

FY2006Phase I Phase II Total




Low-rise apartments 41 3,014 7,827 2,597 187 18,286 66,072 3,613 228 21,300 73,899 3,469


Townhouses N/A N/A N/A N/A 48 11,116 88,570 7,968 48 11,116 88,570 7,968Commercial retail

units N/A N/A N/A N/A 41 6,616 58,046 8,773 41 6,616 58,046 8,773

Total 60 8,786 57,020 6,490 276 36,018 212,688 5,905 336 44,804 269,708 6,020

1H2006Phase I Phase II Total




Low-rise apartments 18 1,275 3,378 2,649 10 1,038 3,492 3,363 28 2,313 6,870 2,970

Low-density luxury detached houses N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Townhouses N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Commercial retail

units N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total 18 1,275 3,378 2,649 10 1,038 3,492 3,363 28 2,313 6,870 2,970





Low-rise apartments 8 678 1,495 2,205 249 26,470 109,358 4,132 257 27,148 110,853 4,083


Townhouses N/A N/A N/A N/A 9 2,307 16,222 7,030 9 2,307 16,222 7,030Commercial retail

units N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total 16 3,002 21,305 7,098 258 28,777 125,580 4,364 274 31,779 146,885 4,622

For each of the Periods Under Review, depending on the size of the projects and the type of propertiesdeveloped, the aggregate GFA sold varies from one year to another. We are currently developing ourcommercial property, J-Expo , located in Erqi District , a prime location withinwalking distance to Zhengzhou Railway Station and Zhengzhou Long Distance Central BusStation and the sale of these properties, including for the first time, officebuildings, is expected to contribute to our revenue mix in FY2008 after the properties have beencompleted and delivered.

53

Key factors affecting our financial results

Our Group’s performance is generally not subject to seasonality. The major factors affecting our financialperformance are as follows:

(i) inability to identify or acquire land for development: our continuing growth will largely depend onour ability to identify and acquire suitable land for development in a timely manner and atcommercially acceptable prices;

(ii) failure or delay in the delivery of our property developments: the length of time to complete theconstruction of a property development may take many months or possibly years. While the pre-sale of a property may generate positive cash flow for us in the period the fund is received, no saleis recognised until the property has been completed and delivered to our customers. This maycause significant fluctuations in our revenue from one year to another due to the timing ofcompletion of our property developments. As a result, our exposure to price volatility ofconstruction materials may be increased. An increase in the cost of our construction materialssuch as steel and cement may have a negative impact on our profitability if we cannot pass on theincreased costs to our customers as the cost of construction materials constitutes the biggestcomponent in our cost of sales;

(iii) general economic environment in the PRC: conditions in the property markets in which we operatechange from time to time and are affected significantly by the general economic, political andregulatory developments in the PRC, in particular, in Henan Province; and

(iv) ability to compete with our competitors: our revenue will be affected if we fail to competesuccessfully with other property developers in terms of pricing, design, quality, location and timelyproject delivery.

Please refer to the section entitled “Risk Factors” of this Prospectus for other factors which may affect ouroperations and financial results.

Cost of sales

Our cost of sales includes costs incurred directly for our property development activities. A breakdown ofthe main components of our cost of sales, and our cost of sales as a percentage of our total revenue foreach of the Periods Under Review are as follows:

Breakdown of cost of sales

Audited As a % Audited As a % Audited As a % Unaudited As a % Audited As a % FY2004 of total FY2005 of total FY2006 of total Six months of total Six months of total

cost of cost of cost of ended 30 cost of ended 30 cost of sales sales sales June 2006 sales June 2007 sales

(RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%) (RMB’000) (%)

Land costs – – 3,675 4.4 4,736 4.8 158 4.2 3,093 4.8Construction costs – – 62,320 75.2 67,954 68.7 2,652 71.2 45,788 71.2Capitalised borrowing

costs – – 9,628 11.6 12,413 12.5 412 11.1 8,107 12.6Business tax – – 7,299 8.8 13,865 14.0 501 13.5 7,344 11.4

Cost of sales – – 82,922 100.0 98,968 100.0 3,723 100.0 64,332 100.0

Our cost of sales includes land costs, construction costs, capitalised borrowing costs and business tax.For each project, these costs are recognised in proportion to the GFA sold. Prior to their completion anddelivery, properties under development are included in our combined balance sheets at the lower of costsor net realisable value. In FY2004, none of our costs were incurred and charged to our combined incomestatements as we did not recognise any sale of our properties during that period.

54

Land costs

Our land costs include costs of acquisition of the rights to occupy, use and develop land, and primarilyrepresent land premiums incurred in connection with a land grant from the government or land obtainedin the secondary property market. Typically, we obtain our land banks through the following methods:

(1) acquiring directly from the local government land bureau through public tender, auction or listingfor sale;

(2) acquiring companies that hold land reserves; and

(3) purchasing land from other companies.

Currently we hold land use rights to land of approximately 1,606,396 sq m of which 1,596,625 sq m is forresidential usage and 9,771 sq m for commercial usage.

Land costs accounted for approximately nil, 4.4%, 4.8% and 4.8% of our total costs of sales in each ofthe Periods Under Review, respectively.

Construction costs

Our construction costs are made up of costs for the design and construction of a development project,which include payments made to various independent construction companies for the construction workcarried out for us. The major component of construction costs is the cost of construction materials suchas steel, cement, and labour costs. Construction costs accounted for approximately nil, 75.2%, 68.7%and 71.2% of our total costs of sales in each of the Periods Under Review, respectively.

Capitalised borrowing costs

Capitalised borrowing costs represent interest costs arising from short-term and long-term borrowings tofinance specific property developments. Borrowing costs are mainly affected by the level of interest ratescharged by the financial institutions and the quantum of the borrowings to finance the projectdevelopments. Capitalised borrowing costs accounted for approximately nil, 11.6%, 12.5% and 12.6% ofour total costs of sales in each of the Periods Under Review, respectively.

Business tax

Our subsidiaries in the PRC are subject to local business tax of 5.0% of the purchase considerationreceived from purchasers.

Other income

Other income comprises mainly interest income on our fixed deposits and bank balances, as well asincome from the usage of our sports facilities and cinema inside Guoling Shanshui .

Operating expenses

Our operating expenses comprise sale and distribution expenses and administrative expenses.

Sale and distribution expenses comprise mainly advertising and promotional expenses relating to sale ofproperties, sales and marketing staff costs. Sale and distribution expenses constitute approximately33.0%, 42.6%, 22.9% and 29.0% of our total operating expenses for each of the Periods Under Review,respectively.

Administrative expenses comprise mainly depreciation, staff costs, utilities and legal and consultancyfees. Administrative expenses constitute approximately 66.8%, 56.7%, 75.3% and 58.8% of our totaloperating expenses for each of the Periods Under Review, respectively.

Finance costs

Finance costs comprise mainly interest charges on our short-term bank borrowings. These loans, whichbear interest rates of approximately 5.8% throughout the Periods Under Review, were procured for ourgeneral working capital needs and were not used to fund any specific development projects.

55

Income tax expenses

Our Group is subject to enterprise income tax and LAT in the PRC. A breakdown of our income taxexpenses for the Periods Under Review are as follows:

Audited Audited Audited Unaudited AuditedFY2004 FY2005 FY2006 Six months Six months

(RMB’000) (RMB’000) (RMB’000) ended 30 June ended 30 June 2006 2007

(RMB’000) (RMB’000)

Enterprise income tax – 11,441 51,459 813 28,445LAT – 17,714 60,108 1,655 28,859

29,155 111,567 2,468 57,304Deferred tax – (4,056) (14,374) – (6,805)

Total – 25,099 97,193 2,468 50,499

Enterprise income tax

The enterprise income tax refers to the tax chargeable at the prevailing tax rate of 33.0% in respect ofthe assessable profits derived from our Group’s operation in the PRC. For each of the Periods UnderReview, our effective tax rate referring to the enterprise income tax was approximately nil, 26.0%, 33.9%and 38.6%, respectively.

LAT

Under PRC laws and regulations, our subsidiaries in the PRC engaging in property development aresubject to LAT, which is collected by the local tax authorities. Pursuant to Article 2 of the ProvisionalRegulations of the PRC on Land Appreciation Tax (“LATRegulations”), all income received from the sale or transfer of state-owned land use rights, buildings andtheir attached facilities in the PRC by all units and individuals is subject to LAT at progressive ratesranging from 30% to 60% of the appreciation value as defined in the relevant tax laws, with certainexemptions available for the sale of ordinary standard residential houses if theappreciation values do not exceed 20% of the total deductible items as defined in the relevant tax laws.Sale of commercial properties is not eligible for this exemption. LAT is not levied on real estate propertiesconstructed and held by such units or individuals for its own use or for lease. Whether a propertyqualifies for the ordinary standard residential houses exemption is determined by the local governmenttaking into consideration the property’s plot ratio, aggregate GFA and sales price. Sales of low-densityluxury detached houses, townhouses and commercial retail shops typically have higher appreciationvalues, and are generally subject to higher LAT rates, compared with less expensive properties.

On 28 December 2006, the State Administration of Taxation issued the Notice on the Administration ofthe Settlement of Land Appreciation Tax of Property Development Enterprises

which came into effect on 1 February 2007. Such notice providesfurther clarifications as to the settlement of LAT. Local provincial tax authorities can formulate their ownimplementation rules according to the notice and local situations. Futher, the LAT Notice also stipulatesthat the local tax authorities may order real estate developers to pay LAT if a property project has notbeen sold within three years from the grant of sale or pre-sale permit. However, as we do not have toapply for sale or pre-sale permits for real estate properties constructed and held by us for our own use orfor lease, such properties will not be subject to LAT.

We estimate and make provisions for the full amount of applicable LAT in accordance with therequirements set forth in the relevant PRC tax laws and the LAT Regulations, but only pay a portion ofsuch provisions each year as required by the local tax authorities under prevailing practice. The methodin which the local tax authorities has implemented to calculate the LAT may result in a lower sum of LATpayable than if the LAT is determined based on the appreciation value of the properties as suggestedunder the LAT Regulations. In which case, the central PRC tax authorities may order our Group to paythe outstanding LAT and accordingly, for each of the Periods Under Review, we made provisions for LATin the amount of nil, RMB17.7 million, RMB60.1 million and RMB28.9 million, respectively. For the sameperiods, we made LAT payments, including prepayments, in the amount of nil, RMB1.5 million, RMB2.6million and RMB10.9 million, respectively, based on the LAT rates of 1.5% (residential properties) and3.5% (commercial properties) of the total sales consideration of the real estate properties sold asimposed by the local tax authorities.

56

Going forward, we intend to continue accumulating the provisions made for the full amount of applicableLAT in accordance with the relevant PRC tax laws and the LAT Regulations and will not write-back suchexcess provisions unless and until the relevant PRC tax laws and/or the LAT Regulations are amendedby the central PRC tax authorities to the effect that our Group will not be required to pay the outstandingLAT.

Deferred tax

Deferred tax is calculated in full on temporary differences under the liability method using a principaltaxation rate of 25% for the Periods Under Review. The deferred tax assets arose due to the temporarydifferences between the amount of LAT provided and the amount of LAT reported to the local taxauthority for the Periods Under Review.

Foreign exchange exposure

Our Group’s sales and purchases are wholly denominated in RMB and our functional and reportingcurrency is also in RMB. Operationally, we are not exposed significantly to any foreign currency risks.However, any dividends declared in the future by our Company will be in RMB and paid in S$.

Inflation

Inflation did not have a material impact on our revenue or operating costs for the Periods Under Review.

REVIEW OF RESULTS OF OPERATIONS

Our operations are carried out solely in Zhengzhou city, Henan Province, the PRC. Accordingly, noseparate analysis of geographical segment is presented. We have prepared a table as shown belowwhich sets forth the revenue generated from completed development projects for each of the PeriodsUnder Review. This table should be read in conjunction with the Combined Financial Information andrelated notes included elsewhere in Appendix A to this Prospectus.

Breakdown of revenue from our completed development projects:

Project Audited As a % Audited As a % Audited As a % Unaudited As a % Audited As a % FY2004 of total FY2005 of total FY2006 of total Six months of total Six months of total

(RMB’000) revenue (RMB’000) revenue (RMB’000) revenue ended 30 revenue ended 30 revenue(%) (%) (%) June 2006 (%) June 2007 (%)

(RMB’000) (RMB’000)

Guoling Shanshui

Phase I N/A – 142,984 100.0 57,020 21.1 3,378 49.2 21,305 14.5 Phase II N/A – N/A N/A 212,688 78.9 3,492 50.8 125,580 85.5

Total N/A – 142,984 100.0 269,708 100.0 6,870 100.0 146,885 100.0

Review Of Past Performance

FY2005 vs FY2004

Revenue

FY2005 Phase I Phase II Total

Guoling No. of Saleable Revenue No. of Saleable Revenue No. of Saleable RevenueShanshui Units GFA Units GFA Units GFA

sold sold sold sold sold sold(units) (sq m) (RMB’000) (units) (sq m) (RMB’000) (units) (sq m) (RMB’000)

Low-rise apartments 392 32,698 89,463 N/A N/A N/A 392 32,698 89,463Low-density luxury detached houses 31 8,455 53,521 N/A N/A N/A 31 8,455 53,521

Total 423 41,153 142,984 N/A N/A N/A 423 41,153 142,984

Pre-sale of Phase I of Guoling Shanshui commenced in December 2004 comprising472 units of low-rise apartments and 65 units of low-density luxury detached houses with an aggregatesaleable GFA of 39,289 sq m and 18,665 sq m, respectively. During the initial launch, our Groupundertook a series of active advertising and promotional campaigns to raise awareness of GuolingShanshui .

57

No revenue was recorded in FY2004. Our revenue was approximately RMB145.6 million in FY2005comprising revenue from sale of properties and rental income of approximately RMB143.0 million andRMB2.6 million respectively. The revenue recorded in FY2005 was mainly attributable to the following:

Recognition of sale of Phase I of Guoling Shanshui

Sale of properties within Phase I of Guoling Shanshui was recognised upon the delivery ofeach of the complete units to the respective purchaser. We recognised sale of 392 units of low-riseapartments and 31 units of low-density luxury detached houses comprising an aggregate GFA ofapproximately 32,698 sq m and 8,455 sq m, respectively, which accounted for approximately RMB89.5million and RMB53.5 million or approximately 61.4% and 36.8% of our revenue, respectively, in FY2005.The overall aggregate GFA sold was approximately 41,153 sq m.

Average selling price of the low-rise apartments units and low-density luxury detached houses

The average selling prices of the low-rise apartments and low-density luxury detached houses wereapproximately RMB2,736 per sq m and RMB6,330 per sq m, respectively. The overall average sellingprice was approximately RMB3,474 per sq m.

Rental income

In addition, we recorded rental income of RMB2.6 million, representing approximately 1.8% of ourrevenue in FY2005 as a result of leasing some of our properties to unrelated third parties to operate agolf academy and a hotel. No rental income was recorded in FY2004 as the lease of these propertiescommenced only in the second half of 2005.

Cost of sales and gross profit margin

In FY2004, we did not recognise any cost of completed properties as no revenue from the sale ofproperties was realised. In FY2005, our costs incurred in completing properties amounted toapproximately RMB82.9 million which were attributable to the development of the sold properties atPhase I of Guoling Shanshui . In FY2005, we recorded a gross profit margin of approximately42.0% from the sale of properties.

Other income

Our other income increased by approximately RMB2.9 million or 223.1% from RMB1.3 million in FY2004to RMB4.2 million in FY2005. The increase was mainly due to the increase in income from the sportsand leisure facilities, which commenced operations only in September 2004, by approximately RMB2.1million and gain on disposal of fixed assets by RMB0.5 million. The sports and leisure facilities include agymnasium, basketball court, tennis court, badminton court, video game arcade, cinema and rock-climbing facilities.

Operating expenses

Our Group’s operating expenses increased by approximately RMB11.2 million or 100.6% from RMB11.1million in FY2004 to RMB22.3 million in FY2005.

Sales and distribution expenses increased by approximately RMB5.8 million or 156.8% from RMB3.7million in FY2004 to RMB9.5 million in FY2005. The main reasons for the increase in sales anddistribution expenses were the increase in advertising and promotional expenses by approximatelyRMB4.5 million resulting from the marketing and promotional activities undertaken for the launch of ourproperties at Guoling Shanshui , and the logo design fee incurred for Guoling Shanshui

amounting to RMB0.7 million. In addition, an increase in the average number of sales andmarketing staff also led to the upsurge in staff costs amounting to approximately RMB0.3 million.

Administrative expenses increased by approximately RMB5.2 million or 70.3% from RMB7.4 million inFY2004 to RMB12.6 million in FY2005. The increase in administrative expenses was primarilyattributable to an increase in depreciation charges amounting to RMB2.4 million in respect of property,plant and equipment and investment properties. In addition, salaries and benefits paid to our managerialand administrative personnel increased by approximately RMB1.9 million as a result of an increase ofapproximately 50 headcount on average due to the expansion of our business. Further, our utilityexpenses also increased by approximately RMB0.8 million.

58

Finance costs

Our finance costs arising from bank and other borrowings for our Group’s daily working capital remainedapproximately the same at approximately RMB0.6 million in both FY2004 and FY2005. The loan quantumand interest rate also remained relatively the same for both FY2004 and FY2005.

Profit before taxation and profit before taxation margin

Our profit before taxation for FY2005 reached approximately RMB44.0 million, which represents a profitbefore taxation margin of approximately 30.2%, whereas we recorded a loss of approximately RMB10.4million for FY2004 as no revenue from the sale of properties was recognised. The profit in FY2005 wasdue to the sale of developed properties in Phase I of Guoling Shanshui and the recognition ofthose sales as revenue in FY2005.

Income tax expenses

Our income tax expenses amounted to approximately RMB25.1 million in FY2005. No income taxexpenses were recorded in FY2004 because the recognition of sale of our properties commenced inFY2005. Our Group’s overall effective income tax rate was 57.0%, which is higher than the enterpriseincome tax rate of 33%, due mainly to provision for LAT, which represents approximately 70.6% of thetotal income tax expenses.

FY2006 vs FY2005

Revenue

FY2006 Phase I Phase II Total



Low-rise apartments 41 3,014 7,827 187 18,286 66,072 228 21,300 73,899Low-density luxury detached houses 19 5,772 49,193 N/A N/A N/A 19 5,772 49,193Townhouses N/A N/A N/A 48 11,116 88,570 48 11,116 88,570Commercial retail units N/A N/A N/A 41 6,616 58,046 41 6,616 58,046

Total 60 8,786 57,020 276 36,018 212,688 336 44,804 269,708

Leveraging on the success of Phase I of Guoling Shanshui , we embarked on the pre-sale ofPhase II of Guoling Shanshui in November 2005. Phase II comprises 701 units of low-riseapartments, 93 units of townhouses and 52 units of commercial retail units with an aggregate saleableGFA of 72,282 sq m, 22,531 sq m, and 8,061 sq m, respectively.

Our revenue increased strongly by approximately RMB130.9 million or 89.9% from approximatelyRMB145.6 million in FY2005 to approximately RMB276.5 million in FY2006, which comprises revenuerecognised from sale of properties in Phase I and Phase II of Guoling Shanshui and rentalincome. The increase in revenue was mainly due to the recognition of sale of properties from Phase II ofapproximately RMB212.7 million which accounted for 76.9% of our revenue in FY2006.

The increase in revenue was mainly attributable to the following:

Recognition of sale of Phase I and Phase II of Guoling Shanshui

Sale of Phase I and Phase II properties continued to be recognised as and when each of the completedunits was delivered to the respective purchaser. We recognised sale of 41 units of low-rise apartmentsand 19 units of low-density luxury detached houses of Phase I comprising an aggregate GFA ofapproximately 3,014 sq m and 5,772 sq m, respectively which accounted for approximately RMB57.0million or 20.6% of our revenue in FY2006. We also recognised sale of 187 units of low-rise apartments,48 units of townhouses and 41 commercial retail units of Phase II comprising an aggregate GFA ofapproximately 18,286 sq m, 11,116 sq m and 6,616 sq m, respectively which accounted forapproximately RMB212.7 million or 76.9% of our revenue in FY2006. Despite a decrease of 87 units of

properties sold in FY2006 in comparison with FY2005, the aggregate GFA sold of approximately 44,804sq m was an increase of 3,651 sq m or 8.9% in comparison with FY2005. This was mainly due to theinclusion of townhouses and commercial retail units sold.

Increased in average selling price

The overall average selling prices of our properties sold was approximately RMB6,020 per sq m. This isan increase of approximately RMB2,546 per sq m or 73.3% in comparison with FY2005. Besidesbenefiting from the overall improvement of property market conditions in Zhengzhou city, we alsoexperienced an increase in overall selling prices due to the sale of our Phase II properties. In addition tolow-rise apartments, Phase II also include new offerings such as townhouses and commercial retail unitswhich commanded higher selling prices than low-rise apartments and low-density luxury detachedhouses in Phase I.

The average selling prices of our low-rise apartments increased by approximately 26.8% or RMB733 persq m, from RMB2,736 per sq m in FY2005 to RMB3,469 per sq m in FY2006. During FY2006, we sold187 units of low-rise apartments with average selling prices of RMB3,613 per sq m in Phase II of GuolingShanshui and 41 units of low-rise apartments with average selling prices of RMB2,597 per sqm in Phase I of Guoling Shanshui .

The average selling prices of our low-density luxury detached houses increased by approximately 34.6%or RMB2,193 per sq m, from RMB6,330 sq m in FY2005 to RMB8,523 per sq m in FY2006. This was inline with our strategy of retaining choice units with better surroundings and landscaping for selectivesales. During the year, we sold 19 units of our low-density luxury detached houses as compared to 31 inFY2005.

The average selling prices of our townhouses and commercial retail units were approximately RMB7,968per sq m and RMB8,774 per sq m respectively. These averages selling prices were significantly higherthan the average selling prices of the low rise apartments in FY2005.

Increase in rental income

Our rental income increased by approximately RMB4.2 million or 161.5% from approximately RMB2.6million in FY2005 to approximately RMB6.8 million in FY2006. The increase was because we recogniseda full year rental income in FY2006. We leased out some of our properties to two independent parties tooperate a golf academy and a hotel, commencing in July 2005 and September 2005, respectively.


Our cost of sales increased by approximately RMB16.1 million or 19.4% from approximately RMB82.9million in FY2005 to approximately RMB99.0 million in FY2006. The increase was due to the recognitionof cost of sales in line with the completion and sale of the properties in Phase II of Guoling Shanshui

.

Our gross profit margin increased by approximately 21.2 percentage points from 43.0% in FY2005 to64.2% in FY2006. The increase in gross profit margin was mainly attributable to the fact that we soldmore townhouses and commercial shops in FY2006 which commanded higher gross profit margin ascompared to sale of our low-rise apartments. In addition, the average selling price in FY2006 of low-riseapartments and low-density luxury detached houses of the properties in Phase I of Guoling Shanshui

increased as compared to FY2005, with no material increase in average cost of sales per sqm sold. As a result, the gross profit margin was further improved.

Other income

Our other income decreased by approximately RMB0.3 million or 7.1% from approximately RMB4.2million in FY2005 to approximately RMB3.9 million in FY2006. There was no gain on disposal of fixedassets during the year.

Operating expenses

Our Group’s operating expenses increased by approximately RMB6.9 million or 30.8% fromapproximately RMB22.3 million in FY2005 to approximately RMB29.2 million in FY2006.

59

Sales and distribution expenses decreased by approximately RMB2.8 million or 29.5% fromapproximately RMB9.5 million in FY2005 to approximately RMB6.7 million in FY2006. This was mainlydue to the decrease in advertising and promotional expenses by approximately RMB2.4 million as wehad already actively promoted and marketed our properties at Guoling Shanshui in FY2005.

Administrative expenses increased by approximately RMB9.4 million or 73.7% from approximatelyRMB12.6 million in FY2005 to approximately RMB22.0 million in FY2006. This was mainly due to theincrease in legal and professional fees of approximately RMB6.3 million resulting from the acquisition ofour subsidiary, Henan Jinzhi. Our depreciation charges also increased by approximately RMB2.6 millionin respect of property, plant and equipment and investment properties.

Finance costs

Our finance costs decreased slightly by approximately RMB0.1 million or 16.7% from approximatelyRMB0.6 million in FY2005 to approximately RMB0.5 million in FY2006. The loan quantum and interestrate remained relatively the same for both FY2004 and FY2005.


Our profit before taxation increased by approximately RMB107.7 million or 244.7% from approximatelyRMB44.0 million in FY2005 to approximately RMB151.7 million in FY2006, representing an increase of24.7 percentage points in profit before taxation margin from 30.2% in FY2005 to 54.9% in FY2006. Theincrease in profit before taxation and profit before taxation margin were mainly due to the recognition ofsale of properties from Phase II, Guoling Shanshui and rental income and the improvement inour gross profit margins as a result of higher average selling price of our properties sold.

Income tax expenses

Our income tax expenses increased by approximately RMB72.1 million or 287.2% from approximatelyRMB25.1 million in FY2005 to approximately RMB97.2 million in FY2006 as a result of a higherchargeable income brought about by a substantial increase in profit before tax attained in FY2006. OurGroup’s overall effective income tax rate increased from 57.0% in FY2005 to 64.1% in FY2006, which ishigher than the enterprise income tax rate of 33.0%, mainly due to the provision for LAT, whichrepresents approximately 61.8% of the total income tax expense.

1H2007 vs 1H2006

Revenue




Low-rise apartments 8 678 1,495 249 26,470 109,358 257 27,148 110,853Low-density luxury detached houses 8 2,324 19,810 N/A N/A N/A 8 2,324 19,810Townhouses N/A N/A N/A 9 2,307 16,222 9 2,307 16,222Commercial retail units N/A N/A N/A – – – – – –

Total 16 3,002 21,305 258 28,777 125,580 274 31,779 146,885

Our revenue increased strongly by approximately RMB140.6 million or 1,371.3% from RMB10.3 million in1H2006 to RMB150.8 million in 1H2007, which comprises revenue recognised from sale of properties inPhase I and Phase II of Guoling Shanshui and rental income. The robust growth in revenuewas mainly due to the recognition of sale of properties of Phase II of Guoling Shanshui ofapproximately RMB125.6 million which accounted for 83.3% of our revenue in 1H2007. The increase inrevenue was mainly attributable to the following:

60

Recognition of sale of Phase I and Phase II of Guoling Shanshui

Sale of Phase I and Phase II properties continued to be recognised as revenue as and when each of thecompleted units was delivered to the respective purchaser. We experienced an increase in revenue fromsale of properties of Phase I and Phase II of approximately RMB140.0 million or 2,029.0% fromapproximately RMB6.9 million in 1H2006 to approximately RMB146.9 million. The increase was mainlydue to the recognition of 257 units of low-rise apartments, 8 units of low-density luxury detached housesand 9 units of townhouses sold in 1H2007. This represents an increase of 229 units of low-riseapartments, 8 units of low-density luxury detached houses and 9 units of townhouses sold in 1H2007 incomparison with 1H2006, which equates to an overall increase of 246 units of properties sold in 1H2007.In line with the increase in number of units sold, the aggregate GFA sold also increased by approximately29,466 sq m or 1,273.9% from approximately 2,313 sq m in 1H2006 to approximately 31,779 sq m in1H2007.

Increased in average selling price

The average selling price of our low-rise apartments were approximately RMB4,083 per sq m in 1H2007,an increase of RMB1,113 per sq m or 37.5% in comparison with 1H2006 of approximately RMB2,970 persq m. This is because our Group sold more low-rise apartments in Phase II of Guoling Shanshui

in 1H2007 as compared to 1H2006 and the average selling prices of the low-rise apartmentsin Phase II of Guoling Shanshui are higher than the selling prices of the low-rise apartmentsin Phase I of Guoling Shanshui . The higher average selling prices are a result of (i) an overallincrease in property prices in Zhengzhou city; and (ii) the low-rise apartments in Phase II of GuolingShanshui are being better situated and with better scenary.

There were no recognition of sale of low-density luxury detached houses and townhouses in 1H2006,The average selling prices of our low-density luxury detached houses and townhouses wereapproximately RMB8,525 per sq m and RMB7,030 sq m respectively in 1H2007. These lifted our overallaverage selling price for 1H2007.

The overall average selling prices of our properties sold was approximately RMB4,622 per sq m. This isan increase of approximately RMB1,652 per sq m or 55.6% in comparison with 1H2006 average sellingprice of RMB2,970 per sq m.

Increase in rental income

In addition, our rental income increased slightly by approximately RMB0.5 million or 14.7% fromapproximately RMB3.4 million in 1H2006 to approximately RMB3.9 million in 1H2007 mainly due to thefact that we raised our annual rental income by approximately RMB1.0 million for leasing out our hotelproperties.


Our cost of sales increased by approximately RMB60.6 million or 1,637.8% from approximately RMB3.7million in 1H2006 to approximately RMB64.3 million in 1H2007. There is no material increase in theaverage unit cost of construction material during the year. The increase was due to the recognition ofcost of sales in line with the completion and sale of the properties in Phase II of Guoling Shanshui

in 1H2007.

Our gross profit margin decreased by approximately 6.4 percentage points from 63.7% in 1H2006 to57.3% in 1H2007. Our rental income, which enjoys a much higher gross profit margin than sale ofproperties, accounted for 33.0% and 2.6% respectively in 1H2006 and 1H2007. The change in productmix resulted in the drop of gross profit margin. However, the effect was partially offset by improvement ofgross profit margin of sale of properties, due to the lift in overall average selling price without materialincrease in average cost of sales per sq m sold.

Other income

Our other income increased slightly by approximately RMB0.3 million or 15.0% from approximatelyRMB2.0 million in 1H2006 to approximately RMB2.3 million in 1H2007. The increase was mainly due tothe increase in income from the usage of our sports and leisure facilities by approximately RMB0.5million.

61

62

Operating expenses

Our Group’s operating expenses increased by approximately RMB1.9 million or 16.1% fromapproximately RMB11.8 million in 1H2006 to approximately RMB13.7 million in 1H2007.

Sales and distribution expenses decreased by approximately RMB0.1 million or 2.4% from approximatelyRMB4.1 million in 1H2006 to approximately RMB4.0 million in 1H2007. This was mainly due to thedecrease in overall advertising and promotional expenses by approximately RMB0.3 million. We loweredthe advertising expenses on our properties at Guoling Shanshui by approximately RMB2.5million as we had already actively promoted and marketed our properties in previous years. However, thiswas partly offset by the increase in advertising and promotional expenses by approximately RMB2.2million in marketing our commercial properties at J-Expo which are expected to becompleted in early 2008.

Administrative expenses increased by approximately RMB0.7 million or 9.5% from approximately RMB7.4million in 1H2006 to approximately RMB8.1 million in 1H2007. This was mainly due to an increase in ouroffice expense, utilities and staff costs after the acquisition of Henan Jinzhi in late 2006.

In 1H2007, our Group also incurred a loss of approximately RMB253,000 on the disposal of a subsidiaryand incurred approximately RMB900,000 for the sponsorship of property safety promotional campaignsheld by the local government.

Finance costs

Our finance costs amounted to approximately RMB1.3 million in 1H2007. No finance costs wererecorded in 1H2006 as we had sufficient internal funds to operate our business. The bank borrowings in1H2007 was to support our increased working capital requirement arising from increased businessactivities after the acquisition of our subsidiary, Henan Jinzhi, in late 2006.


Our profit before taxation for 1H2007 reached approximately RMB73.7 million, representing a profitbefore taxation margin of approximately 48.9% whereas we recorded a loss of approximately RMB3.3million for 1H2006 because a low level of revenue from the sale of properties was recognised. Therecords of profit for 1H2007 was mainly due to the recognition of sale of properties from Phase I and II ofGuoling Shanshui . Our gross profit increased significantly by approximately RMB79.9 millionfrom 1H2006 to 1H2007, wherease our total operating expenses increased slightly by approximatelyRMB1.9 million only. The combined effect let us change from a loss to profit position.

Income tax expenses

Our income tax expenses increased by approximately RMB48.0 million or 1,920.0% from approximatelyRMB2.5 million in 1H2006 to approximately RMB50.5 million in 1H2007 as a result of a higherchargeable income brought about by a substantial increase in profit before tax attained in 1H2007. OurGroup’s effective income tax rate decreased from 75.3% in 1H2006 to 68.5% in 1H2007, which wasmainly due to the recognition of deferred tax assets in FY2007 amounting to approximately RMB6.8million. Both rates were higher than the enterprise income tax rate of 33%, mainly due to provision ofLAT, which represents approximately 57.1% of total income tax expenses.

REVIEW OF FINANCIAL POSITIONS

Non-current Assets

Our non-current assets as at 31 December 2006 amounted to approximately RMB276.0 million,comprising mainly property, plant and equipment, investment properties leased to third parties anddeferred tax assets.

Our investment properties are held to earn rental income and/or for capital appreciation. They aremeasured at its cost less any accumulated depreciation and any accumulated impairment losses as atthe balance sheet date. As at 31 December 2006, our investment properties comprised mainly ourGuoling Hotspring Hotel and a parcel of land held to earn rental income and future capital appreciation.The net book value of our investment properties was approximately RMB40.0 million, which accountedfor 14.5% of our non-current assets.

63

As at 31 December 2006, our property, plant and equipment had a collective net book value ofRMB178.2 million and accounted for 64.6% of our non-current assets. The properties owned by ourGroup comprise mainly the sports facilities and a cinema. Our plant and equipment include furniture,fixtures, equipment and motor vehicles. As at 31 December 2006, our goodwill amounted toapproximately RMB38.7 million as a result of the acquisition of our subsidiary, Henan Jinzhi, in late 2006,which accounted for 14.0% of our non-current assets.

As at 30 June 2007, our non-current assets increased by approximately RMB5.3 million fromapproximately RMB276.0 million to approximately RMB281.3 million and constituted 20.4% of totalassets. The increase was mainly due to the recognition of deferred tax assets and incurrence ofrenovation works on the Guoling Hotspring Hotel amounted to approximately RMB6.8 million andRMB2.0 million resepectively during the period. Deferred tax assets increased as the variance betweenthe amount of LAT provided and the amount of LAT reported increased as at 30 June 2007 whencompared with that as at 31 December 2006. The increase was partially offset by the depreciationchages of approximately RMB3.9 million on properties, plant and equipment and investment properties.

Current assets

As at 31 December 2006, our current assets amounted to approximately RMB911.3 million andaccounted to 76.8% of our total assets. They comprised mainly amount due from a shareholder, depositspaid, properties held under development, properties held for sale, properties held for development, cashand bank balances and prepayments and other receivables, and restricted bank deposits.

Amount due from a shareholder, which represents the outstanding capital investment not yet injected toour Group, amounted to approximately RMB409.7 million and accounted for 45.0% of our total currentassets. This is in relation to the capital injection by Yan Tao, our Executive Director and Chief ExecutiveOfficer, into our Group (as described under step 2 of the section entitled “Restructuring Exercise” of theProspectus). The amount due from a shareholder as at 31 December 2006 and 30 June 2007represented the outstanding amount of capital injection by Yan Tao, which was subsequently settled byend of September 2007.

Deposits paid for acquisition of land use rights, amounted to approximately RMB169.4 million andaccounted for 18.6% of our total current assets. These deposits are paid by our Group before the publictender, auction or bidding process to acquire land parcels and in the event our Group is not successful inthe tender, auction or bid, the deposits will be refunded to us. Properties held under development, whichincludes the cost of land, interest capitalised, and development and related costs, amounted toapproximately RMB106.3 million and accounted for 11.7% of our total current assets. Properties held forsale, which are completed but unsold units as at 31 December 2006, amounted to approximatelyRMB98.1 million and accounted for 10.8% of our total current assets. Our cash and bank balancesamounted to approximately RMB61.5 million and accounted for 6.7% of our total current assets.Properties held for development amounted to approximately RMB35.1 million and accounted for 3.9% ofour total current assets. Our prepayments and other receivables amounted to approximately RMB16.1million and accounted for 1.8% of our total current assets. Restricted bank deposits, which representguaranteed deposits for the mortgage loan facilities granted by the banks to the purchasers of ourGroup’s properties, amounted to approximately RMB10.7 million, and accounted for 1.2% of our totalcurrent assets.

As at 30 June 2007, our current assets increased by approximately RMB188.7 million from approximatelyRMB911.3 million as at 31 December 2006 to approximately RMB1,100.0 million and constituted 79.6%of our total assets. This was mainly due to the increase in our cash and bank balances by approximatelyRMB238.7 million as a result of receipts of sales proceeds from the purchasers in connection with ourGroup’s pre-sale of properties, mainly from the pre-sale of our commercial retail units and office units asat 30 June 2007. The increase in our total current assets was also due to the increase in ourprepayments and other receivables by approximately RMB42.0 million, resulting mainly from theprepayment of enterprise income tax, business tax and LAT amounting to approximately RMB33.8 millionas a result of pre-sale of J-Expo , and advance payment made to contractors for J-Expo

amounting to approximately RMB8.5 million. Properties held for development increasedby approximately RMB8.8 million or 25.1% due mainly to the acquisition of land use rights at May 2007.The increase in our total current assets was partially offset by a decrease in our properties held for saleby approximately RMB45.3 million as we recognised some of the properties in Guoling Shanshui

as revenue in 1H2007, and decrease of deposits paid by approximately RMB51.2 millionbecause of refund of deposits paid in FY2006, which resulted from the withdrawal of an intention toacquire 2 parcels of land in 1H2007.

64

Current liabilities

Our current liabilities comprised bank and other borrowings, accruals and other payables, receipts inadvance, tax payable and trade payable (such as payments to contractors and suppliers).

As at 31 December 2006, our total current liabilities amounted to approximately RMB589.1 million. Bankand other borrowings amounted to approximately RMB237.0 million or 40.2% of our total currentliabilities. Accrual and other payables amounted to approximately RMB138.4 million or 23.5% of our totalcurrent liabilities. Receipts in advance amounted to approximately RMB99.1 million or 16.8% of our totalcurrent liabilities. Tax payables amounted to approximately RMB112.2 million or 19.0% of our total currentliabilities.

As at 30 June 2007, our total current liabilities increased by approximately RMB173.1 million fromapproximately RMB589.1 million as at 31 December 2006 to approximately RMB762.2 million. This wasmainly due to the increase in our receipts in advance by approximately RMB287.5 million largely as aresult of the pre-sale of commercial retail units in J-Expo . In addition, the increase wasalso due to the increase in our tax payable by approximately RMB47.8 million, mainly resulting fromadditional provision of LAT during 1H2007. The increase in our total current liabilities was partially offsetby a decrease in accruals and other payables by approximately RMB114.1 million as we settled theremaining payments for the acquisition of our subsidiary, Henan Jinzhi, and a decrease in bank and otherborrowings by approximately RMB47.0 million as we repaid some of the borrowings upon expiry.

Shareholders’ equity

Our shareholders’ equity comprise of issued share capital, capital reserve, accumulated profits andminority interests.

As at 31 December 2006, our shareholders’ equity amounted to approximately RMB579.4 million and ourminority interests amounted to approximately RMB18.7 million, representing the 20.0% equity interest ofZhengzhou Great View by Henan Hanhai Establishment Co., Ltd. .

As at 30 June 2007, our total equity increased by approximately RMB20.9 million from approximatelyRMB598.1 million as at 31 December 2006 to approximately RMB619.0 million due to the net profit aftertax attributable to 1H2007 which amounted to approximately RMB17.8 million and an increase of ourminority interests by approximately RMB5.4 million.

LIQUIDITY AND CAPITAL RESOURCES

Our growth and operations have been funded through a combination of shareholders’ equity, cashgenerated from operating activities and bank borrowings. Our principal uses of cash have mainly been formeeting our capital expenditures, working capital requirements, operating expenses, repayment of bankborrowings and financial expenses. We have been able to service our loan repayments on a timely basis.

As at the Latest Practicable Date, our cash and bank balances amounted to approximately RMB580.9million.

Our Directors are of the opinion that, after taking into account our cash and bank balances position,available bank facilities, bank loans and cash from operating activities, we have adequate working capitalas at the date of lodgment of this Prospectus for our present requirements.

Cash Flow Summary

RMB’000 FY2004 FY2005 FY2006 1H2006 1H2007

Net cash (used in)/ generated from operating activities (103,706) 48,393 75,040 (6,377) 298,912

Net cash used in investing activities (53,425) (36,893) (18,296) (3,500) (5,729)Net cash generated from/ (used in)

financing activities 166,888 7,827 (25,933) 30,270 (54,461)

Net increase in cash and cash equivalents 9,757 19,327 30,811 20,393 238,722

Cash and cash equivalents at beginning of financial year/period 1,565 11,322 30,649 30,649 61,460

Cash and cash equivalents at end of financial year/period 11,322 30,649 61,460 51,042 300,182

65

Net cash generated from/(used in) operating activities

FY2004

We recorded a net cash outflow from operating activities of approximately RMB103.7 million in FY2004which comprised operating loss before changes in working capital of approximately RMB7.4 million,adjusted for net working capital outflows of approximately RMB96.4 million and interest received ofapproximately RMB0.1 million. The net working capital outflows were the result of:

(i) an increase in properties held under development of approximately RMB53.7 million due mainly tothe construction of the properties in Phase I of Guoling Shanshai which had not beencompleted as at 31 December 2004;

(ii) an increase in properties held for development of approximately RMB36.9 million due mainly toacquisition of land for future development purpose;

(iii) a decrease in accruals and other payables of approximately RMB9.0 million due mainly to therepayment by Zhengzhou Great View of advances from its then minority shareholder, HenanHanhai Investment Co., Ltd. ; and

(iv) an increase in prepayments, other receivables and deposits paid of approximately RMB8.2 milliondue mainly to increase in prepayment of advertising and deposits paid for fixed assets.

The above working capital outflows were partially offset by an increase in trade payables ofapproximately RMB11.4 million as we commenced our construction work of the properties in Phase I ofGuoling Shanshai in the course of the year.

FY2005

We recorded a net cash inflow from operating activities of approximately RMB48.4 million in FY2005which comprised operating profit before changes in working capital of approximately RMB49.0 millionand interest received of approximately RMB0.5 million, adjusted for net working capital inflows ofapproximately RMB5.9 million and income taxes paid of approximately RMB7.0 million. The net workingcapital inflows were the result of the following:

(i) a decrease in properties held under development of approximately RMB53.3 million as most of ourPhase I properties were completed and transferred to properties held for sale;

(ii) an increase in receipts in advance of approximately RMB51.9 million mainly due to the proceedsfrom the sale of our Phase I properties in Guoling Shanshui which had not yet beendelivered to our purchasers as at 31 December 2005; and

(iii) an increase in trade and other payables of approximately RMB18.4 million as we commenced ourconstruction work of the properties in Phase II of Guoling Shanshui in the course of theyear.

The above-mentioned working capital inflows were partially offset by:

(i) an increase in properties held for sale of approximately RMB76.7 million due mainly to thecompletion of our Phase I properties in Guoling Shanshui as at 31 December 2005;

(ii) an increase in prepayments, other receivables and deposits paid of approximately RMB36.5 milliondue mainly to increase in prepayment of advertising (an increase of approximately RMB1.9 million)and deposits paid for the acquisition of land use rights (an increase of approximately RMB34.2million); and

(iii) an increase in restricted bank deposits of approximately RMB4.6 million, which was in line with ourrevenue commenced to be recognised in FY2005 from our business activities.

66

FY2006

We recorded a net cash inflow from operating activities of approximately RMB75.0 million in FY2006which comprised operating profit before changes in working capital of approximately RMB159.4 millionand interest received of approximately RMB0.3 million, adjusted for net working capital outflows ofapproximately RMB63.1 million and income taxes paid of approximately RMB21.5 million. The networking capital outflows were the result of:

(i) an increase in prepayments, trade and other receivables and deposits paid amounting toapproximately RMB121.3 million, due mainly to the deposits paid for the acquisition of land userights for properties development;

(ii) an increase in properties held for sale of approximately RMB21.4 million due mainly to thecompletion of construction of our Phase II properties in Guoling Shanshui and theavailability of such properties for sale as at 31 December 2006;

(iii) a decrease of trade payables of approximately RMB20.6 million as the payables related to theconstruction of the properties at Phase II of Guoling Shanshui was mostly repaid in thecourse of the year; and

(iv) an increase in restricted bank deposits of approximately RMB6.0 million, which was in line with ourhigher revenue recognised in FY2006 from our business activities.

The above working capital outflows were partially offset by:

(i) an increase in accruals and other payables of approximately RMB58.1 million due mainly to theremaining payments for the acquisition of our subsidiary, Henan Jinzhi; and

(ii) an increase in receipts in advance of approximately RMB47.2 million due mainly to the proceedsfrom pre-sale of our Phase II properties in Guoling Shanshui .

1H2007

We recorded a net cash inflow from operating activities of approximately RMB298.9 million in 1H2007which comprised operating profit before changes in working capital of approximately RMB79.1 million,interest received of approximately RMB0.2 million and net working capital inflows of approximatelyRMB229.2 million adjusted for income taxes paid of approximately RMB9.5 million. The net workingcapital inflows were the result of:

(i) an increase in receipts in advance of approximately RMB287.5 million due mainly to the proceedsfrom pre-sale of our commercial retail shops in J-Expo ;

(ii) a decrease in properties held for sale of approximately RMB45.3 million due mainly to therecognition of the sale of our Phase II properties in Guoling Shanshui which weredelivered to the purchasers; and

(iii) a decrease in prepayments, other receivables and deposits paid of approximately RMB9.2 milliondue mainly to the refund of deposits paid in FY2006 of approximately RMB50.0 million, whichresulted from the withdrawal of an intention to acquire 2 parcels of land in 1H2007. The effect waspartially offset by the prepayment of enterprise income tax, business tax and LAT amounting toapproximately RMB33.8 million as a result of pre-sale of J-Expo , and advancepayment made to contractors for J-Expo amounting to approximately RMB8.5million.

The above working capital inflows were partially offset by a decrease in accruals and other payables ofapproximately RMB113.3 million due mainly to the settlement of the remaining payments for theacquisition of our subsidiary, Henan Jinzhi.

67

Net cash used in investing activities

FY2004

We recorded a net cash outflow from investing activities of approximately RMB53.4 million in FY2004.This was due to the construction costs of office buildings and sports and leisure facilities and thepurchase of fixed assets such as motor vehicles, furniture and equipment.

FY2005

We recorded a net cash outflow from investing activities of approximately RMB36.9 million in FY2005.This was mainly due to the construction costs of office buildings and sports and leisure facilities and thepurchase of fixed assets such as motor vehicles, furniture and equipment for a total of approximatelyRMB38.8 million. These cash outflows were partially offset by the proceeds of the disposal of our fixedassets which amounted to approximately RMB1.9 million.

FY2006

We recorded a net cash outflow from investing activities of approximately RMB18.3 million in FY2006.This was mainly due to the payment of approximately RMB12.5 million resulting from the acquisition ofour subsidiary, Henan Jinzhi, and the purchase of fixed assets of approximately RMB5.8 million.

1H2007

We recorded a net cash outflow from investing activities of approximately RMB5.7 million in 1H2007. Thiswas mainly due to the purchase of fixed assets of approximately RMB2.5 million and the net cash outflowin respect of the disposal of our entire 90.0% interests in Henan Guoling Hotspring Vacation HotelManagement Co., Ltd. (“Guoling Management”) (formerly knownas Henan Sinian Yingzhou Resort Hotel Management Co., Ltd ),which amounted to approximately RMB3.3 million. A net cash outflow for the aforesaid disposal wasrecorded as the consideration received from the disposal (approximately RMB9.0 million) was lesser thanthe cash and bank balances in Guoling Management (approximately RMB12.3 million).

Net cash generated from financing activities

FY2004

Net cash inflows from financing activities amounted to approximately RMB166.9 million in FY2004 as aresult of an increase in new bank and other borrowings for a total of approximately RMB202.6 million.These inflows were partially offset by repayment of bank and other borrowings for a total ofapproximately RMB29.5 million and interest paid of approximately RMB6.2 million.

FY2005

Net cash inflows from financing activities amounted to approximately RMB7.8 million in FY2005 as aresult of capital contribution by a minority shareholder of a subsidiary of approximately RMB1.1 millionand an increase in new bank and other borrowings for a total of approximately RMB220.1 million. Theseinflows were partially offset by repayment of bank and other borrowings for a total of approximatelyRMB192.3 million, repayment to a related party of approximately RMB6.0 million and interest paid ofapproximately RMB15.1 million.

FY2006

Net cash outflows from financing activities amounted to approximately RMB25.9 million in FY2006 as aresult of dividend paid to a minority shareholder of a subsidiary of approximately RMB0.1 million,repayment of bank and other borrowings for a total of approximately RMB215.1 million and interest paidof approximately RMB17.7 million. These outflows were partially offset by an increase in new bank andother borrowings for a total of approximately RMB207.0 million.

1H2007

Net cash outflows from financing activities amounted to approximately RMB54.4 million in 1H2007 as aresult of repayment of bank and other borrowings for a total of approximately RMB187.0 million andinterest paid of approximately RMB7.4 million. These outflows were partially offset by an increase in newbank and other borrowings for a total of approximately RMB140.0 million.

MATERIAL CAPITAL EXPENDITURES AND DIVESTMENTS

Our material capital expenditures and divestments for each of FY2004, FY2005, FY2006 and for theperiod from 1 January 2007 up to the Latest Practicable Date were as follows:

1 January 2007 to the Latest

(RMB’000) FY2004 FY2005 FY2006 Practicable Date

Acquisitions- Leasehold buildings 72,849 87,986 2,477 395- Furniture & fixture, and office equipment 970 2,652 349 130- Motor vehicles 2,098 2,391 837 140- Investment properties – 39,947 2,093 1,964

Divestments- Furniture & fixture, and office equipment 1 1,897 – –

Acquisitions

Acquisitions of leasehold buildings in FY2004, FY2005 and FY2006 relate mainly to the acquisitions ofthe sports facilities such as a sports centre and rock-climbing facility, a cinema and miniature replicas offamous Chinese historical architectures, all of which are situated in Guoling Shanshui .

Acquisitions of investment properties in FY2005, FY2006 and from 1 January 2007 to the LatestPracticable Date relate mainly to the acquisition of the 14 hotel villas and 4 restaurants in GuolingShanshui .

Save as disclosed above and in the section entitled “Capitalisation and Indebtedness” of this Prospectus,we have no other material plans for capital expenditure or divestment of capital investments orcommitments as at the Latest Practicable Date.

FOREIGN EXCHANGE EXPOSURE

Our reporting currency is in RMB. Our operating subsidiaries, Zhengzhou Great View and Henan Jinzhi,carry out their operations in the PRC. Accordingly, the functional currency of our subsidiaries is RMB andthey maintain their books and records in RMB. Transactions in currencies other than the functionalcurrency during the period, if any, will be translated into the functional currency at exchange rates ineffect at the time of the transactions. Monetary assets and liabilities denominated in currencies other thanthe functional currency at the balance sheet date, if any, will be translated into the functional currency ineffect at the balance sheet date. Exchange gains and losses are dealt with in the profit and loss accountsof our Group.

For the Periods Under Review, all our purchases and sales are denominated in RMB. However, to theextent that we may enter into transactions in currencies other than RMB in the future, our financial resultsmay be subject to fluctuations between such foreign currencies and RMB. Currently we do not have aformal hedging policy with respect to our foreign exchange exposure. We have not used any financialhedging instruments to manage our foreign exchange risk. We will continue to monitor our foreignexchange exposure and may employ hedging instruments to manage our foreign exchange exposureshould the need arise.

68

DIVIDEND POLICY

Subject to the Bermuda Companies Act, shareholders in general meeting may from time to time declarea dividend or other distribution but no dividend or distribution shall be declared in excess of the amountrecommended by our Directors. Subject to the Bermuda Companies Act, our Directors may also fromtime to time declare a dividend or other distribution.

Our Company was incorporated on 28 September 2007 and has not distributed any cash dividend on ourShares since our incorporation.

Our Group currently does not have a formal dividend policy. The form, frequency and amount of futuredividends on our Shares will depend on our earnings and financial position, our results of operations, ourcapital needs, our plans for expansion and other factors as our Directors may deem appropriate. Thedividends that our Directors may recommend or declare in respect of any particular financial year orperiod will be subject to the factors outlined below as well as any other factors deemed relevant by ourDirectors:

(a) the level of our cash and retained earnings;

(b) our actual and projected financial performance;

(c) our projected levels of capital expenditure and other investment plans; and

(d) restrictions on payment of dividends imposed on us by our financing arrangements (if any).

Information relating to taxes payable on dividends are set out in “Appendix F – Taxation” to thisProspectus.

Our Company will declare dividends, if any, and make payment of the dividends in Singapore dollars.

69

EXCHANGE CONTROL

FOREIGN EXCHANGE CONTROLS IN THE PRC

Major reforms have been introduced to the foreign exchange control system of the PRC since 1993.

On 28 December 1993, the PBOC, with the authorisation of the State Council issued the Notice onFurther Reform of the Foreign Exchange Control System whichcame into effect on 1 January 1994. Other new regulations and implementation measures include theRegulations on the Foreign Exchange Settlement, Sale and Payments which were promulgated on 20 June 1996 and took effect on 1 July 1996 and which contain detailedprovisions regulating the settlement, sale and payment of foreign exchange by enterprises, individuals,foreign organisations and visitors in the PRC and the Regulations of the PRC on Foreign ExchangeControl which were promulgated on 1 January 1996 and took effect on1 April 1996 and which contain detailed provisions in relation to foreign exchange control.

On 21 July 2005, the PBOC issued Public Announcement of the PBOC on Reforming the RMBExchange Rate Regime , which stated that from21 July 2005 China will reform the exchange rate regime by moving into a managed floating exchangerate regime based on market supply and demand with reference to a basket of currencies. RMB will nolonger be pegged to the US dollar and the RMB exchange rate regime will be improved with greaterflexibility.

Under these new regulations, the previous dual exchange rate system for RMB was abolished and aunified floating exchange rate system based largely on supply and demand was introduced. The PBOCpublishes the RMB exchange rate against the US$ daily and other major foreign currencies daily. Suchrate is to be set by reference to the RMB/US$ and other major foreign currencies trading price on theprevious day on the inter-bank foreign exchange market.

The foreign exchange earnings of all PRC enterprises, other than those foreign investment enterprises(“FIE”), who are allowed to retain a part of their regular foreign exchange earnings or specificallyexempted under the relevant regulations, are to be sold to designated banks. Foreign exchange earningsobtained from borrowings from foreign institutions or issues of shares or bonds denominated in foreigncurrency need not be sold to designated banks, but must be kept in foreign exchange bank accounts ofdesignated banks unless specifically approved otherwise.

At present, control of the purchase of foreign exchange is relaxed. Enterprises within the PRC whichrequire foreign exchange for their ordinary trading and non-trading activities, import activities andrepayment of foreign debts may purchase foreign exchange from designated banks if the application issupported by the relevant documents. Furthermore, FIEs may distribute profit to their foreign investorswith funds in their foreign exchange bank accounts kept with designated banks. Should such foreignexchange be insufficient, enterprises may purchase foreign exchange from designated banks upon thepresentation of the resolutions of the directors on the profit distribution plan of the particular enterprise.

When conducting foreign exchange transactions, the designated banks may, based on the exchange ratepublished by the PBOC and subject to certain limits, freely determine the applicable exchange rate.

The China Foreign Exchange Trading Centre (“CFETC”) was formally established and came intooperation on 1 April 1994. CFETC has set up a computerised network with sub-centres in several majorcities, thereby forming an interbank market in which designated PRC banks can trade and settle theirforeign currencies. Prior to 1 December 1998, FIE may upon their own choice enter into exchangetransactions through a swap centre or through designated PRC banks. On 25 October 1998, PBOC andSAFE issued a joint announcement on the abolishment of foreign exchange swap business which statedthat from 1 December 1998, foreign exchange transactions will have to be conducted through designatedbanks. In addition, some swap centres would be abolished while others which are already linked up withCFETC by the computerised network will be merged with CFETC and sub-centres to the CFETC.

70

On 14 January 1997, the Regulations of the PRC on Foreign Exchange Control was amended such that the payment in and transfer of foreign exchange for current international

transactions will no longer be subject to the PRC government control or restrictions.

In addition, on 21 October 2005, SAFE promulgated the Notice Concerning the Foreign ExchangeAdministration in the Financing and Round-trip Investment Conducted by PRC Residents via SpecialPurpose Vehicle Companies

(the “SAFE Notice No. 75”). Under the SAFE Notice No. 75, PRC residents have toregister their foreign investments with the local SAFE prior to the incorporation or taking control ofspecial purpose companies (the “SPV”) and prior to the alteration registration through which such SPVacquires the PRC residents’ assets for the financing of foreign investments.

Other than the above-mentioned registration requirement, the SAFE Notice No. 75 also requires PRCresidents who are majority shareholders in the overseas invested companies to register, modify or recordwith the local foreign exchange authority within 30 days from the date of any increase/decrease ofcapital, share transfer, mergers/demergers, change in long-term equity or debts investments and outwardguarantees in the SPV. Moreover, profits, dividends and foreign exchange relating to capital changesreceived by PRC residents from the SPV shall be repatriated to the PRC within 180 days of receivingsuch amounts. For SPVs which were incorporated or restructured prior to the issue of the new rules, theSAFE Notice No. 75 requires the domestic residents to complete the supplemental registration before31 March 2006.

When a PRC resident violates the provisions in SAFE Notice No. 75 and it constitutes an evasion of anyforeign exchange regulations, SAFE will penalise in accordance with the relevant foreign exchange rulesand regulations.

FOREIGN EXCHANGE CONTROLS IN BERMUDA

Please refer to “Appendix E – Summary of Bermuda Company Law” to this Prospectus for more detailson the Bermuda exchange controls laws.

71

CAPITALISATION AND INDEBTEDNESS

The following table shows the cash and bank balances, pledged deposits, capitalisation andindebtedness of our Group:

(a) as at 30 June 2007, based on the combined balance sheet as set out in Appendix A to thisProspectus;

(b) as at the Latest Practicable Date, based on our unaudited management accounts as adjusted forthe Restructuring Exercise; and

(c) as at the Latest Practicable Date, adjusted to give effect to the proceeds from the issuance of theNew Shares pursuant to the Invitation, after deducting our share of the estimated expenses relatedto the Invitation and taking into account the application of the proceeds from the issue of the NewShares (“Adjusted Unaudited”).

You should read this in conjunction with the Combined Financial Information as set out in Appendix A tothis Prospectus.

Audited as at Unaudited as at Adjusted30 June 2007 the Latest Unaudited as at

Practicable Date the Latest (RMB’000) Practicable Date

Restricted bank deposits 10,674 16,420 16,420Cash and bank balances 300,182 580,946 1,166,371

Indebtedness

Interest-bearing bank borrowings – securedand non-guaranteed 90,000 40,000 40,000

Interest-bearing other borrowings - unsecuredand non-guaranteed 100,000 – –

Total indebtedness 190,000 40,000 40,000

Total shareholders’ equity 619,010 1,020,600 1,606,025

Total capitalisation and indebtedness 809,010 1,060,600 1,646,025

As at 30 June 2007, our non-guaranteed bank borrowings amounted to RMB90.0 million and weresecured by the pledge of our Group’s entire land use rights, certain properties held for development,certain properties held under development and certain properties held for sale. Our other borrowingsamounted to RMB100.0 million and were non-guaranteed and unsecured. These bank and otherborrowings bear interests ranging from 5.85% to 7.20% per annum.

As at the Latest Practicable Date, our bank borrowings amounted to RMB40.0 million were secured bythe pledge of certain of our Group’s properties held for development. These bank borrowings bearinterests of 7.23% per annum.

As at Latest Practicable Date, all of our total bank facilities have been fully utilised. Details of our totalbank borrowings amounting to RMB40.0 million are set out in the table below:

Bank Amount of Loan Interest Rate Maturity Date(RMB million) (%)

China Citic Bank Co., Ltd. 40.0 7.23 9 July 2008

72

As at the Latest Practicable Date, based on the management accounts of our Group, there were nomaterial changes in our capitalisation and indebtedness as disclosed above, save for:

(a) the increase in our cash and cash equivalents by approximately RMB280.7 million from RMB300.2million as at 30 June 2007 to RMB580.9 million as at the Latest Practicable Date;

(b) changes in bank borrowings as detailed above; and

(c) changes in our retained earnings arising from our day to day operations in the ordinary course ofour business.

Based on the above and to the best of their knowledge, our Directors are of the opinion that we haveadequate working capital for our present requirements after taking into account the present bankingfacilities, shareholders’ funds and internal cash resources as at the Latest Practicable Date.

Capital Commitments

As at 30 June 2007 and as at the Latest Practicable Date, we have the capital commitments as follows:

As at 30 June 2007 As at the Latest Practicable Date

RMB’000 RMB’000

Contracted but not provided for in respect of 150,819 81,359the construction works for our propertiesunder development, J-Expo

Contingent Liabilities

As at the Latest Practicable Date, we have financial guarantee contracts of RMB272.5 million in respectof mortgage facilities granted by certain banks relating to the mortgage loans arranged for certainpurchasers of our Group’s properties. Pursuant to the terms of the guarantees, upon default in mortgagepayments by these purchasers, our Group is responsible to repay the outstanding mortgage principalstogether with accrued interest and penalty owned by the defaulted purchasers to the bankers and ourGroup is entitled take over the legal title and possession of the related properties. Our Group’sguarantee periods start from the date of grant of the relevant mortgage loans and end when the propertypurchasers obtain the property ownership certificates which are then pledged with the banks.

Save for the foregoing, as at the Latest Practicable Date, we have no other borrowings or indebtednessand liabilities under acceptances or acceptance credits, mortgages, charges, obligations under financeleases, guarantees.

73

DILUTION

Dilution is the amount by which the Issue Price paid by subscribers of our New Shares in this Invitationexceeds our NAV per Share after the Invitation. The NAV of our Group as at 30 June 2007 beforeadjusting for the net proceeds from the issue of New Shares (the “Adjusted NAV”) and based on our pre-Invitation Share capital of 1,600,000,000 Shares was approximately 7.78 cents per Share.

Based on the issue of 245,000,000 New Shares at the Issue Price pursuant to the Invitation and afterdeducting our share of the estimated issue expenses, the Adjusted NAV of our Group as at 30 June2007 based on our post-Invitation Share capital of 1,845,000,000 would have been approximately 12.92 cents per Share. This represents an immediate increase in NAV of approximately 5.14 cents perShare to our existing Shareholders and an immediate dilution in NAV of approximately 37.08 cents perShare to our new investors.

The following table illustrates this per Share dilution:

Per Sharecents

Issue Price 50

NAV per Share as at 30 June 2007 before adjusting for our portion of 7.78the net proceeds from the Invitation

Increase in NAV attributable to the Invitation 5.14

NAV after the Invitation 12.92

Dilution in NAV to new investors 37.08

Dilution in NAV to new investor as a percentage of the Issue Price 74.2%

The following table summarises the total number of Shares acquired by our Directors and/or SubstantialShareholders and the Pre-Invitation Investors (after adjusting for the Restructuring Exercise, details ofwhich are set out in the section entitled “Restructuring Exercise” of this Prospectus) during the period ofthree years prior to the date of this Prospectus, the total consideration paid by them and the averageprice per Share to our Directors and Substantial Shareholders, Pre-Invitation Investors and to the newinvestors pursuant to the Invitation.

Number of Shares Total Cash Average PriceAcquired Consideration Per Share

(S$)(3) (cents)

Directors and/or Substantial Shareholders

Ember Vision Limited(1) 896,000,000 n.m.(5) n.m.(5)

Marble Focus Limited(2) 384,000,000 74,175,428 19.3

Pre-Invitation Investors(4)

CIM X Limited 160,000,000 64,813,481 40.5Easy Solution Limited 96,000,000 38,888,089 40.5Queen Hope Holdings Limited 64,000,000 25,925,392 40.5New Investors 245,000,000 122,500,000 50.0

Notes:

(1) Ember Vision is an investment company incorporared in the BVI and is wholly-owned, in the proportion of 57.15% and42.85%, by our Non-Executive Chairman, Li Wei, and Wang Peng, respectively.

(2) Marble Focus is an investment company incorporated in the BVI and is wholly-owned by its sole director and our ExecutiveDirector and Chief Executive Officer, Yan Tao.

74

(3) Based on the exchange rate of S$1.00:US$0.6943 as at the Latest Practicable Date.

(4) This amount includes the subscription price paid by Overseas Market, a company wholly-owned by Li Wei and Wang Peng,for shares in Piaget. These shares were subsequently transferred to the Pre-Invitation Investors when they exchanged theirexchangeable notes for the said shares pursuant to the terms of the respective exchangeable notes, details of which are setout in the section entitled “Restructuring Exercise” of this Prospectus.

(5) These amounts are not meaningful.

75

ADJUSTED APPRAISED NTA

The following Adjusted Appraised NTA of our Group is based on the Pro Forma Report as set out inAppendix B to this Prospectus, and adjusted as follows:

RMB’000

Unaudited pro forma NTA of our Group as at 30 June 2007(1) 538,038

Surplus arising from valuation of our properties on hand. Please refer to the 9,106,442

Valuer’s Report in Appendix C to this Prospectus(2)

Less: Provision for LAT on revaluation surplus(3) (3,642,577)

Revaluation surplus after LAT provision 5,463,865

Less: Provision for deferred tax on revaluation surplus after LAT provision(4) (1,365,966)

Estimated net surplus from revaluation 4,097,899

Adjusted Appraised NTA after taking into consideration the estimated 4,635,937net surplus from revaluation

Adjusted Appraised NTA per Share based on our Company’s pre-Invitation share 2.90capital of 1,600,000,000 Shares in RMB

Adjusted Appraised NTA per Share based on our Company’s pre-Invitation share capital of 1,600,000,000 Shares in cents(5) 56.4

Estimated net proceeds from the issue of the New Shares 585,425

Adjusted Appraised NTA after factoring in the estimated net proceeds 5,221,362

Adjusted Appraised NTA per Share based on our Company’s post-Invitation 2.83share capital of 1,845,000,000 after factoring in the estimated net proceeds in RMB

Adjusted Appraised NTA per Share based on our Company’s post-Invitation 55.1share capital of 1,845,000,000 after factoring in the estimated net proceeds in cents(5)

Notes:

(1) The pro forma NTA computation excludes land use rights, goodwill and deferred tax assets.

(2) The surplus arising on the valuation of our Group’s interests in these properties is calculated based on the appraised valueof such interests as at 30 June 2007 as stated in the Valuer’s Report in Appendix C to this Prospectus, and adjusting for ourGroup’s attributable interests in these properties after the Restructuring Exercise.

(3) The provision of the LAT is calculated on the basis of LAT provision for the revaluation of our Group’s property interest as at30 June 2007 as adjusted for the Group’s attributable interests in these properties after the Restructuring Exercise, and theassumed LAT rate of 40%.

(4) The provision of the deferred tax on revaluation surplus after LAT provision is calculated on the basis of the prevailing ratesof 25%.

(5) Calculation based on the exchange rate of RMB5.140:S$1.00 as the Latest Practicable Date.

76

SHARE CAPITAL

Our Company (Registration No. 40770) was incorporated in Bermuda on 28 September 2007 under theBermuda Companies Act as an exempted company under the name of CentraLand Limited. As at thedate of incorporation, the authorised share capital of our Company was HK$100,000 divided into 666,666ordinary shares of HK$0.15 each. On 11 October 2007 (“Date of Organisation”), 1,000 ordinary sharesof HK$0.15 each in the share capital of our Company were allotted and issued nil-paid to Ember Vision.

The Date of Organisation is the date on which our Company held its organisational meetings and, for thepurposes of completing the organisation of our Company, our Directors had on 12 October 2007 passedresolutions to, inter alia, appoint certain officers of our Company and to deal with certain post-incorporation matters. Under Bermuda law, a Bermuda exempted company is “organised” when itsorganisational meetings have been held to, among other things, accept the initial subscription of sharesand appoint directors. A Bermuda exempted company may not commence or carry out business orexercise any borrowing powers unless and until it is organised. Further, a company is incorporatedwithout directors and persons whose names are subscribed to the memorandum of association aredeemed to be provisional directors with only limited powers to deal with certain preliminary administrativematters. Therefore, a Bermuda exempted company will be considered organised and be in a position tocommence its business activities only when it has held meetings to deal with the initial subscription ofshares and appointment of directors.

Pursuant to written resolutions dated 8 December 2007, our then sole shareholder approved, inter alia,the following:

(a) the increase of our authorised share capital from HK$100,000 to HK$150,000 divided into1,000,000 ordinary shares of HK$0.15 each;

(b) the allotment and issue of 999,000 nil-paid new ordinary shares of HK$0.15 each to Ember Vision;

(c) the consolidation of every eight ordinary shares of HK$0.15 each into one ordinary share ofHK$1.20 (the “Share Consolidation”); and

(d) the sub-division of every one ordinary share of HK$1.20 into three shares of HK$0.40 each (the“Share Subdivision”).

Pursuant to written resolutions dated 12 December 2007, our then sole shareholder approved, inter alia,the following:

(a) the increase in the authorised share capital of our Company from HK$150,000 divided into375,000 Shares to HK$2,000,000,000 divided into 5,000,000,000 Shares;

(b) crediting as fully paid the 375,000 nil-paid Shares held by Ember Vision and the allotment andissue of 1,599,625,000 new Shares credited as fully paid, to Ember Vision, Marble Focus, CIM X,Easy Solution and Queen Hope as part of our Company’s Restructuring Exercise (details of whichare set out in the section entitled “Restructuring Exercise” of this Prospectus), subject to ourCompany’s receipt of the Bermuda Monetary Authority’s permission to issue the said1,599,625,000 new Shares;

Pursuant to written resolutions dated 19 December 2007, our shareholders approved, inter alia, thefollowing:

(a) the adoption of a new set of Bye-laws of our Company;

(b) the allotment and issue of the New Shares which are the subject of the Invitation. The NewShares, when allotted, issued and fully paid-up, will rank pari passu in all respects with the existingissued and fully paid-up Shares; and

77

(c) that authority be given to our Directors to:

(i) allot and issue Shares (other than the New Shares) whether by way of rights, bonus orotherwise (including Shares as may be issued pursuant to any Instrument (as definedbelow) made or granted by our Directors while this resolution is in force notwithstanding thatthe authority conferred by this resolution may have ceased to be in force at the time of issueif such Shares); and/or

(ii) make or grant offers, agreements or options (collectively, the “Instruments”) that might orwould require Shares to be issued, including but not limited to the creation and issue ofwarrants, debentures or other instruments convertible into Shares, at any time and uponsuch terms and conditions and for such purposes and to such persons as our Directors maythink fit for the benefit of our Company,

provided that the aggregate number of Shares issued pursuant to such authority (including Sharesissued pursuant to any Instrument), shall not exceed 50% of the post-Invitation issued sharecapital of our Company, and provided further that the aggregate number of such Shares to beoffered other than on a pro-rata basis in pursuance to such authority (including Shares issuedpursuant to any Instrument) to our then existing Shareholders shall not exceed 20% of the post-Invitation issued share capital of our Company, and unless revoked or varied by our Company ingeneral meeting, such authority shall continue in full force until the conclusion of our next annualgeneral meeting or the date by which our next annual general meeting is required by law or by ourBye-laws to be held, whichever is earlier.

For the purposes of this resolution, the “post-Invitation issued share capital” shall mean theenlarged issued share capital of our Company immediately after the Invitation and after adjustingfor: (i) new Shares arising from the conversion or exercise of any convertible securities; (ii) newShares arising from exercising share options or vesting of share awards outstanding or subsistingat the time such authority is given, provided the options or awards were granted in compliance withthe Listing Manual of the SGX-ST; and (iii) any subsequent consolidation or sub-division of ourShares.

The aforesaid Bermuda Monetary Authority’s permission was obtained on 14 November 2007.

As at 12 December 2007, our Company has only one class of shares, being ordinary shares of HK$0.40each of which 1,600,000,000 have been issued and fully paid-up. The rights and privileges of our Sharesare stated in our Bye-laws. There are no founder, management, deferred or unissued shares reservedfor the issuance for any purpose. No person has been, or is entitled to be, given an option to subscribefor or purchase any securities of our Company or any of its subsidiaries. As at the Latest PracticableDate, no option to subscribe for shares in our Company has been granted to, or was exercised by, any ofour Directors. There are no shares held by or on behalf of our Company or by our subsidiaries.

The present issued and paid-up capital of our Company is HK$640,000,000 divided into 1,600,000,000Shares. Upon the allotment of the New Shares, the resultant issued and paid-up share capital of ourCompany will be increased to HK$738,000,000 divided into 1,845,000,000 Shares.

78

Details of the changes in the issued and paid-up share capital of our Company since incorporation andthe resultant issued and paid-up share capital immediately after the Invitation are as follows:

Number of Resultant resultant issued and

Number of issued paid-up Par value new ordinary ordinary share capital

Purpose of issue/changes (HK$) shares issued shares (HK$)

0.15 1,000 1,000 150 (nil-paid)

0.15 999,000 1,000,000 150,000(nil-paid)

1.20 – 125,000 150,000(nil-paid)

0.40 – 375,000 150,000(nil-paid)

0.40 – 375,000 150,000

0.40 1,599,625,000 1,600,000,000 640,000,000

0.40 245,000,000 1,845,000,000 738,000,000

Post-Invitation share capital 0.40 1,845,000,000 738,000,000

The authorised share capital and the shareholders’ equity of our Company as at the Date ofOrganisation, after the Restructuring Exercise and after the issue of the New Shares pursuant to theInvitation are set forth below. These statements should be read in conjunction with the CombinedFinancial Information as set out in Appendix A of this Prospectus.

Immediately after the increase in

authorised share As at the capital and the Date of Restructuring Immediately

Organisation Exercise after the Invitation(HK$) (HK$) (HK$)

AUTHORISED SHARE CAPITAL

Ordinary Shares of HK$0.15 each 100,000 – –Ordinary Shares of HK$0.40 each – 2,000,000,000 2,000,000,000

SHAREHOLDERS’ EQUITY

Issued and fully paid-up share capital 150 (nil-paid) (1) 640,000,000 738,000,000Share premium(2) – – 564,725,000Contributed surplus (3) – 11,658,069 11,658,069

Total Shareholders’ equity – 651,658,069 1,314,383,069

New Shares to be issued pursuant to the Invitation

Issued and fully paid-up Shares allotted and issuedpursuant to the Restructuring Exercise

Crediting as fully paid the 375,000 ordinary sharesof HK$0.40 each that were issued nil-paid upon thecompletion of the Restructuring Exercise

Subdivision of every one ordinary share of HK$1.20into three shares of HK$0.40 each on 8 December2007

Consolidation of every eight shares of HK$0.15each into one ordinary share of HK$1.20 on 8December 2007

Issued ordinary shares of HK$0.15 each nil-paid on8 December 2007

Issued ordinary shares of HK$0.15 each nil-paid asat the Date of Organisation

79

Notes:

(1) 1,000 ordinary shares of HK$0.15 each issued nil-paid.

(2) Based on the exchange rate of HK$5.410:S$1.00 as at the Latest Practicable Date in respect of the Issued Price of the NewShares being issued in S$. No representation is made that the HK$ amount stated can be converted in S$ at such rateindicated or any other rate or at all.

(3) Contributed surplus arose as a result of the Restructuring Exercise and represents the difference between the combinedNAV of Piaget and its subsidiaries acquired over the nominal value of our Shares issued. For the purpose of preparing theabove disclosure, the combined NAV of Piaget and its subsidiaries acquired was calculated based on the combined financialstatements as at 30 June 2007. The final amount of the contributed surplus will be adjusted by reference to the combinedNAV of Piaget and its subsidiaries acquired as at 12 December 2007 (being the date of completion of the RestructuringExercise) and based on the exchange rate of HK$1.00:RMB0.9499 as at the Latest Practicable Date. No representation ismade that the HK$ amount stated can be converted in RMB at such rate indicated or any other rate or at all.

80

SHAREHOLDERS

The Shareholders of our Company and their respective shareholdings immediately before the Invitation(as at 12 December 2007) and immediately after the Invitation are set out as follows:

Before the Invitation After the InvitationDirect Interest Deemed Interest Direct Interest Deemed Interest

Number of Number of Number of Number of Shares Shares Shares Shares(’000) % (’000) % (’000) % (’000) %

Directors

Li Wei (1) (2) – – 896,000 56.0 – – 896,000 48.6

Yan Tao (3) – – 384,000 24.0 – – 384,000 20.8

Wang Jian – – – – – – – –

Wang Zhimin – – – – – – – –

Liu Xuemei – – – – – – – –

Tan Siok Sing – – – – – – – –

Tan Siok Chin – – – – – – – –

Li Danny Fui Lung – – – – – – – –

Holders of 5% or more

Ember Vision Limited(2) 896,000 56.0 – – 896,000 48.6 – –

Marble Focus Limited(3) 384,000 24.0 – – 384,000 20.8 – –

CIM X Limited(4) (5) 160,000 10.0 – – 160,000 8.7 – –

Easy Solution Limited(6) 96,000 6.0 – – 96,000 5.2 – –

Wang Peng (1) (2) – – 896,000 56.0 – – 896,000 48.6

Others

Queen Hope Holdings Limited(7) 64,000 4.0 – – 64,000 3.5 – –

Public – – – – 245,000 13.3 – –

TOTAL 1,600,000 100.0 1,845,000 100.0

Notes:

(1) Wang Peng, is the son of the cousin of our Non-Executive Chairman, Li Wei.

(2) Ember Vision is an investment company incorporated in the BVI on 19 July 2006 and is wholly owned, in the proportion of57.15% and 42.85%, by our Non-Executive Chairman, Li Wei, and Wang Peng respectively. Li Wei and Wang Peng aredeemed to have an interest in all Shares held by Ember Vision.

(3) Marble Focus is an investment company incorporated in the BVI on 4 July 2006 and is wholly owned by its sole director andour Executive Director and Chief Executive Officer, Yan Tao. Yan Tao is deemed to have an interest in all the Shares held byMarble Focus.

(4) CIM X is an investment holding company incorporated in the BVI on 8 February 2007. Centurion Investment ManagementHoldings (BVI) Limited, an investment holding company incorporated in the BVI on 11 January 2005 was appointed by CIM Xas the investment manager responsible for managing its investment on a discretionary basis. CIM X has two classes ofshares, namely voting ordinary shares and non-voting preference shares. The one issued voting ordinary share is held byCenturion Investment Management Holdings (BVI) Limited as the investment manager for CIM X and the non-votingpreference shares are held as to 31.20% by Mr Loh Kim Kang, David (“Mr Loh”), 24.54% by Mr Han Seng Juan (“Mr Han”),17.11% by Mr Cheung Yick Chung, 6.67% by Mr Yeo Boon Hing and the rest by several other accredited investors.

81

(5) Centurion Investment Management Holdings (BVI) Limited is the wholly owned subsidiary of Centurion Holdings (B.V.I)Limited, which is equally owned by Mr Loh Kim Kang, David and Mr Han Seng Juan. Each of Mr Loh, Mr Han, CenturionHoldings (BVI) Limited and Centurion Investment Management Holdings (BVI) Limited is deemed to be interested in theshares held by CIM X. Mr Loh and Mr Han are trading representatives of UOB Kay Hian Private Limited. They are alsomaternal cousins. Mr Loh and Mr Han are not related to our Directors, Executive Officers or Controlling Shareholders.

(6) Easy Solution is an investment company incorporated in BVI on 2 January 2007 and is wholly owned by its sole director,Mr Chow Sau Tung, who is not related to our Directors, Executive Officers or Controlling Shareholders. Mr Chow Sau Tung isdeemed to have an interest in all the Shares held by Easy Solution.

(7) Queen Hope is an investment company incorporated in BVI on 12 December 2006 and is wholly owned by its sole director,Ms Lui Oi Hung, who is not related to our Directors, Executive Officers or Controlling Shareholders. Ms Lui Oi Hung isdeemed to have an interest in all the Shares held by Queen Hope.

The Shares held by our Directors and Substantial Shareholders do not carry different voting rights fromthe New Shares which are the subject of the Invitation. To the best of our knowledge, none of ourDirectors are aware of any arrangement, the operation of which may at a subsequent date result in achange in control of our Company.

None of our Pre-Invitation Investors are related to one another or to or any of our Directors, ControllingShareholders and Executive Officers.

Save as disclosed above, our Company is not directly or indirectly owned or controlled, whether severallyor jointly, by any person or government.

Save as disclosed in the section entitled “Restructuring Exercise” of this Prospectus, there has been nosignificant change in the percentage of ownership of our Shares since our incorporation.

Save as disclosed above, none of our Directors and our Substantial Shareholders are related to oneanother.

None of our Directors and Executive Officers was appointed pursuant to an arrangement orunderstanding with any of our Substantial Shareholders, customers or suppliers.

No option to subscribe for shares in, or debentures of, our Company or our subsidiaries has beengranted to, or was exercised by, any Director or Executive Officer within the two financial years precedingthe date of this Prospectus.

Save as disclosed herein, no person has, or has the right to be given, an option to subscribe for orpurchase any shares in or debentures of our Company or any of our subsidiaries.

There has not been any public take-over offer by a third party in respect of our Shares or by ourCompany in respect of shares of another corporation or units of a business trust which has occurredbetween 28 September 2007, which is the date of incorporation of our Company, and the LatestPracticable Date.

82

83

MORATORIUM

To demonstrate their commitment to our Group, each of Ember Vision and Marble Focus which holdsapproximately 896,000,000 Shares and 384,000,000 Shares respectively, representing 48.6% and 20.8%of our Company’s post-Invitation share capital respectively, has undertaken not to dispose of or transferor enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal ofany part of their respective shareholdings in our Company for a period of six months commencing fromthe date of admission of our Company to the Official List of the SGX-ST, and each of them will notdispose of or transfer or enter into any agreement that will directly or indirectly constitute or will bedeemed as a disposal of any part of their respective shareholdings in our Company to below 50% of theabovementioned shareholdings in our Company in the six months thereafter.

Li Wei and Wang Peng who together hold the entire issued and paid-up share capital of Ember Vision inthe proportion of 57.15% and 42.85% respectively, have each undertaken not to dispose of or transfer orenter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of anypart of his respective interests in Ember Vision for a period of twelve months commencing from the dateof admission of our Company to the Official List of the SGX-ST.

Yan Tao who holds the entire issued and paid-up share capital of Marble Focus, has undertaken not todispose of or transfer or enter into any agreement that will directly or indirectly constitute or will bedeemed as a disposal of any part of his interest in Marble Focus for a period of twelve monthscommencing from the date of admission of our Company to the Official List of the SGX-ST.

CIM X, which holds 160,000,000 Shares representing 8.7% of our Company’s post-Invitation sharecapital, has undertaken to comply with the moratorium set forth in Rule 229(3) of the Listing Manual andtherefore undertaken not to dispose of or transfer or enter into any agreement that will directly orindirectly constitute or will be deemed as a disposal of any part of its 30,374,000 Shares representing1.65% of our Company’s post-Invitation share capital for a period of six months commencing from thedate of admission of our Company to the Official List of the SGX-ST.

Easy Solution and Queen Hope which hold 96,000,000 and 64,000,000 Shares respectively, representing5.2% and 3.5% respectively of our Company’s post-Invitation share capital, have each undertaken not todispose of or transfer or enter into any agreement that will directly or indirectly constitute or will bedeemed as a disposal of any part of their respective shareholdings in our Company for a period of sixmonths commencing from the date of admission of our Company to the Official List of the SGX-ST.

Each of (i) Centurion Investment Management Holdings (BVI) Limited which holds the one votingordinary share in CIM X; (ii) Mr Loh Kim Kang, David and Mr Han Seng Juan who each holds 31.20%and 24.54% of the non-voting preference shares in CIM X respectively; (iii) Mr Chow Sau Tung who holdsthe entire issued and paid-up share capital of Easy Solution; and (iv) Ms Lui Oi Hung who holds theentire issued and paid-up share capital of Queen Hope has given his/its respective undertaking that he/itwill not dispose of or transfer or enter into any agreement that will directly or indirectly constitute or willbe deemed as a disposal of any part of his/ its respective interest in the respective companies for aperiod of six months commencing from the date of admission of our Company to the Official List of theSGX-ST.

84

RESTRUCTURING EXERCISE

To streamline and rationalise our corporate structure and shareholding structure in preparation for ourlisting on the SGX-ST, we implemented a restructuring exercise prior to the Invitation (the “RestructuringExercise”), resulting in our Company becoming the holding company of our Group.

The following steps were taken in the Restructuring Exercise:

1. Shareholdings of Our Subsidiary, Piaget, prior to the Restructuring Exercise and theTransfer of Shareholding Interests in Ember Vision by Li Wei to Wang Peng

Prior to the Restructuring Exercise, all the issued shares of our subsidiary, Piaget, were heldentirely by Ember Vision, a company incorporated in the BVI as an investment holding company.Ember Vision was jointly owned by Li Wei and Wang Peng in the proportion of 90.0% and 10.0%respectively. Wang Peng is the son of Li Wei’s cousin.

On 12 September 2007, Li Wei, our Non-Executive Chairman, transferred 32.85% equity interest inEmber Vision held by him to Wang Peng for nominal consideration of US$1.00 per share. Uponcompletion of the aforesaid transfer, Ember Vision was owned by Li Wei and Wang Peng in theproportion of 57.15% and 42.85% respectively.

2. Subscription of Piaget Shares by Yan Tao

On 20 October 2006, the sole director of Piaget approved, inter alia, the, subscription by Yan Taoor a company wholly-owned by Yan Tao of 300 ordinary shares of no par value in the capital ofPiaget (“Piaget Shares”), representing 30.0% of then enlarged share capital of Piaget, at anaggregate consideration of US$51.5 million, determined on willing buyer willing seller and arm’slength basis. Upon completion of the subscription, Marble Focus, a BVI investment holdingcompany wholly owned by Yan Tao, was allotted and issued 300 Piaget Shares.

Following the completion of the subscriptions referred to above, the entire issued share capital ofPiaget was owned by Ember Vision and Marble Focus in the proportion of 70.0% and 30.0%respectively.

3. Incorporation of Overseas Market and its Subscription of Piaget Shares

Overseas Market was incorporated on 3 July 2007 in the BVI as an investment holding company.Overseas Market has 10 issued shares (the “Overseas Market Shares”) of US$1.00 each, of whichLi Wei and Wang Peng owned 9 and 1 Overseas Market Shares respectively.

On 4 August 2007, the sole director of Piaget approved, inter alia, the, subscription by OverseasMarket of 250 Piaget Shares, representing 20.0% of then enlarged share capital of Piaget, at theconsideration of US$360,000 per share resulting in an aggregate consideration of US$90.0 millionbased on the net asset value of Zhengzhou Great View as at 31 October 2006. Upon completionof the subscription, the entire shareholding interests of Piaget were held by Ember Vision, MarbleFocus and Overseas Market in the proportion of 56.0%, 24.0% and 20.0% respectively.

4. Subscription and issuance of Exchangeable Notes

On 3 August 2007, Overseas Market, Piaget, Ember Vision, Marble Focus, Li Wei, Wang Peng, YanTao and CIM X entered into a subscription agreement (the “CIM Subscription Agreement”) for theissuance of exchangeable notes with an aggregate principal value of US$45.0 million (the “CIMExchangeable Notes”) by Overseas Market to CIM X.

Under the CIM Subscription Agreement, the parties agreed, inter alia, that:

(i) the CIM Exchangeable Notes were exchangeable into Piaget Shares held by OverseasMarket in the event of the listing of our Company on the SGX-ST, on the terms andconditions of the CIM Subscription Agreement and the exchangeable note instrument, alsoentered into by the parties to the CIM Subscription Agreement; and

(ii) Li Wei, Wang Peng and Yan Tao (collectively, as guarantors) would guarantee, inter alia, thedue payment by Overseas Market of the principal amount and interest accruing on the CIMExchangeable Notes (if any), as and when the same should become due and payable.

85

On 7 August 2007, Overseas Market issued the CIM Exchangeable Notes to CIM X and theaggregate consideration of US$45.0 million was satisfied in full by the CIM X in cash.

On 1 September 2007, Overseas Market, Piaget, Ember Vision, Marble Focus, Li Wei, Wang Peng,Yan Tao and the other Pre-Invitation Investors (other than CIM X) entered into a subscriptionagreement (the “Pre-Invitation Subscription Agreement”) for the issuance of exchangeable noteswith an aggregrate principal value of US$45.0 million (the “Pre-Invitation Exchangeable Notes”) byOverseas Market to the other Pre-Invitation Investors (other than CIM X) on the same terms as theCIM Subscription Agreement.

On 1 September 2007, Overseas Market issued the Pre-Invitation Exchangeable Notes to theother Pre-Invitation Investors (other than CIM X) and the aggregate consideration of US$45.0million was satisfied in full by these Pre-Invitation Investors in cash.

On 12 December 2007, the Pre-Invitation Investors exchanged their CIM and Pre-InvitationExchangeable Notes for an aggregate of 250 Piaget Shares held by Overseas Market (the“Exchange”). Details of the amount of the CIM and Pre-Invitation Exchangeable Notes held andthe shareholding of the Pre-Invitation Investors in Piaget after the Exchange are set out below:

Before Conversion After Conversion

Exchangeable Notes Number of % shareholding

Pre-Invitation Investor (US$) Piaget Shares in Piaget

CIM X Limited 45,000,000 125 10.0%

Easy Solution Limited 27,000,000 75 6.0%

Queen Hope Holdings Limited 18,000,000 50 4.0%

Total 90,000,000 250 20.0%

Upon completion of the Exchange, Ember Vision, Marble Focus, CIM X, Easy Solution and QueenHope respectively held 56.0%, 24.0%, 10.0%, 6.0% and 4.0% of the total issued share capital ofPiaget.

5. Acquisition of Piaget and Share Swap

On 12 December 2007, our Company, as purchaser, and the shareholders of Piaget comprisingEmber Vision, Marble Focus and the Pre-Invitation Investors, as vendors, entered into a shareswap agreement (the “Share Swap Agreement”). The terms of the Share Swap Agreement weredetermined on willing buyer willing seller basis and carried out on arm’s length basis. Pursuant tothe Share Swap Agreement, our Company acquired the entire issued and paid-up share capital ofPiaget comprising 1,250 Piaget Shares from the then shareholders of Piaget. The consideration forthe said acquisition was satisfied by (i) the crediting as fully paid, at par, the 375,000 nil-paidordinary shares of HK$0.40 each in our Company held by Ember Vision; and (ii) the allotment andissue of an aggregate of 1,599,625,000 new ordinary shares of HK$0.40 each in the capital of ourCompany, credited as fully paid. Upon completion of the Share Swap Agreement on 12 December2007, the resultant shareholding of our Company was as follows:

% of the issued and paid Name of allottee Number of Shares capital of our Company

Ember Vision Limited 896,000,000 56.0%

Marble Focus Limited 384,000,000 24.0%

CIM X Limited 160,000,000 10.0%

Easy Solution Limited 96,000,000 6.0%

Queen Hope Holdings Limited 64,000,000 4.0%

Total 1,600,000,000 100.0%

Our current Group structure following the completion of the various steps in the RestructuringExercise is described in the section entitled “Group Structure” of this Prospectus.

GROUP STRUCTURE

Shareholding and corporate structure of Zhengzhou Great View prior to the Restructuring Exercise:

Notes:

(1) On 5 October 2006, Piaget acquired the entire issued share capital of Everwell from Li Wei and Wang Peng for an aggregateconsideration of HK$10,000 and further, on 12 October 2006, Piaget allotted and issued 600 ordinary shares of Piaget asfully paid-up shares to Ember Vision, which was jointly owned by Li Wei and Wang Peng, for a nominal consideration ofUS$1.00 per share.

(2) On 8 May 2006, Everwell entered into a share transfer agreement with Henan Hanhai Establishment Co., Ltd.(“Hanhai Establishment”) to acquire 10.0% of Hanhai Establishment’s interest in Zhengzhou Great View at a

consideration to be determined based on an independent valuation (the “1st Hanhai Agreement”). On 25 December 2006,Everwell and Hanhai Establishment entered into another share transfer agreement to replace the 1st Hanhai Agreement,pursuant to which Hanhai Establishment would dispose of its entire 20.0% equity interest in Zhengzhou Great View toEverwell with all benefits attaching thereto as at 1 July 2007 at a consideration of approximately US$91.4 million based onthe net asset value of Zhengzhou Great View as determined by an independent valuer on 31 October 2006. Theshareholders of Hanhai Establishment are Mr Sun Tao and Ms Li Wenshan , who respectively hold 65% and35% of the registered capital of Hanhai Establishment (the “Hanhai Establishment Shareholders”). Mr Sun Tao andMs Li Wenshan are unrelated third parties who are not related to our Company or any of our Directors, ControllingShareholders and Executive Officers.

(3) On 21 November 2006, Zhengzhou Great View acquired 100% equity interest in Henan Jinzhi at a consideration ofapproximately RMB52.8 million. For more information on the aforesaid acquisition, please refer to the section entitled“General Information on Our Group – History” of this Prospectus.

Ember Vision Limited(1)

Henan Jinzhi Estalishment Co. Ltd.(3)

100.0%

Piaget Management Ltd

Everwell International Holdings Limited(2)

Zhengzhou Huanghe Great View Royal Garden Co. Ltd

10.0%90.0%

Li Wei Wang Peng

100.0%

100.0%

100.0%

86

Our Group structure immediately following the Restructuring Exercise and after the invitation is set outbelow:

Marble Focus LimitedEasy Solution

Limited

CIM X Limited Public

Queen Hope Holdings Limited

Henan Jinzhi Establishment Co. Ltd.

Zhengzhou Huanghe Great View Royal Garden Co. Ltd

CentraLand Limited

Li Wei Wang Peng Yan Tao

Everwell International Holdings Limited


Ember Vision Limited

100.0%

100.0%

13.3%

8.7%57.15%

48.6% 20.8% 5.2% 3.5%

42.85%

100.0%

100.0%

100.0%

87

The details of our subsidiaries are set out as follows:

Date, Place of Incorporation Principal and Operation Business / Principal Equity held by our

Name of Company Period (if relevant) Place of Business Company/Group

Piaget Management Ltd 28 September 2006, BVI Investment Holding 100.0%

Everwell International 27 September 2002, Investment Holding 100.0% Holdings Limited Hong Kong

Zhengzhou Huanghe 25 December 1995, PRC Operation period 100.0% Great View Royal Garden of 50 years endingCo., Ltd. 24 December 2045

Development of properties / PRC

Henan Jinzhi Establishment 30 October 1997, PRC Operation period of 100.0%Co., Ltd. 20 years ending

8 July 2016 Development of properties / PRC

None of our subsidiaries are listed on any stock exchange. We do not have any associated companies.

88

89

INTRODUCTION TO ZHENGZHOU CITY

The PRC Economy in General(1)

The PRC economy has seen rapid growth over the last two decades. The PRC gross domestic product(“GDP”) growth in 2006 reached a historic high of 10.7%. The economic development in the PRC has ledto an increase in the annual average disposable income of the PRC urban residents, which in turn hasled to an increase in the PRC spending power and consumption levels.

The PRC citizens’ income and spending levels are expected to continue to grow, thus creating moregrowth opportunities in the PRC. It is expected that market liberalisation and restructuring efforts will bein place to sustain GDP growth. Further, the PRC has been urbanising rapidly. The expansion of urbanareas has resulted in significant infrastructure investments as well as the promotion of real estatedevelopment.

The Real Estate Market in the PRC

For the period between 2000 and 2005, both the average prices as well as the quantity of properties soldin the PRC increased. Between 2000 and 2005, the average real estate prices saw an increase of about50.0%. The thriving PRC’s economy over the past decade contributed significantly to the growthexperienced by the PRC property market.

Although our Directors believe that economic growth in the PRC and the higher standard of livingresulting from such growth will lead to a greater demand for private properties in the PRC, it is notpossible to predict with certainty that such correlations exist as there are many social, political, economicand legal factors which may affect the development of the property market. The PRC property market,including the Zhengzhou city real estate market, may experience oversupply and property pricefluctuations.

Further, the PRC government advanced six new measures (“National Six Policies”) on 17 May 2006,aiming to increase the small to medium-sized housing supply, and regulate the real estate market by tax,housing loan and land policies. The National Six Policies were also aimed at curbing excessivespeculation in the PRC real estate market and to promote healthy and sustainable growth in the PRCreal estate market. Pursuant to the “National Six Policies”, 15 supplementary instructions were issued bythe PRC government on 24 May 2006 to provide further details regarding housing size, tax, loan andmortgage ratio requirements.

Henan Province in General(1)

Henan Province is located in the central region of the PRC and occupies an area of about 167,000 sqkm, with an estimated population of approximately 97.0 million. The provincial capital of Henan Provinceis Zhengzhou city. Henan Province was, in the past, a centre of Chinese civilisation, being home to threeof the seven ancient cities of China, namely Anyang, Luoyang, and Kaifeng.

Henan Province has both heavy and light industries. Its heavy industries include chemical works andtractor plants while its light industries include the production of textiles, appliances and electronicequipment. Coal is abundantly found in Henan and provides one of the main sources of energy, poweringthe growing industries in Henan, particularly in Zhengzhou city, Luoyang and Pingdingshan. Besidescoal, aluminium, petroleum, natural gas and iron are also mined and extracted in the province.

Zhengzhou City in General(1)

Zhengzhou city, the provincial capital of the Henan Province, is situated in the central part of the PRC,south of the Yellow River . Zhengzhou city is located in the more densely populated central regionof Henan. Located about 760 km south of Beijing and 480 km east of Xi’an, Zhengzhou city occupies anarea of approximately 7,446 sq km, with a population of approximately 7.2 million as at 2006.

Zhengzhou city is a flourishing industrial city and has been one of the major industrial cities in the PRCsince 1949. The city’s main industries are the manufacture of textiles and other items includinglocomotives, cigarettes, fertiliser, processed meats, agricultural machinery, and electrical equipment.

90

Situated at the PRC’s greatest transportation intersection, Zhengzhou city is well-connected with theother parts of the PRC and plays an important role as the largest railroad centre in the PRC. Through itsestablished transportation network of many highways and a railway system, Zhengzhou city isstrategically located at the intersection of the principal north-south railroad line (the Jingguang Railway

) and the highway which connects Beijing in the north to Zhuhai in the south, and the east-westrailroad line (the Longhai Railway ) and highway which interlinks Shanghai in the east to Urmuqiin the west. Nearly all trains pass through Zhengzhou city en-route to Beijing, Shanghai and Xi’an. Evenwithin Zhengzhou city, the public transportation system is well-developed, with buses operatingthroughout the city and the main terminal at the railway station.

Apart from being a key national transportation hub and a flourishing city, Zhengzhou city has also takengreat pride in being rich in cultural heritage and boasts of its scenic landscape of lush greenery andwater. Its long history leaves the city with more than 1,400 cultural relics, 26 of which are key sightsunder the protection of the state. One of these relics includes the Shaolin Temple, where the ShaolinKung Fu originated. The Shaolin Temple is situated at the foot of Mount Songshan, one of China’s 44 keyscenic areas, and attracts tourists from all over the world.

Zhengzhou City’s Economy and Development

Zhengzhou city’s economy has witnessed exponential growth in recent years. The annual averagedisposable income of the Zhengzhou city urban residents has also increased, which in turn has led to anincrease in spending power and consumption levels.

Zhengzhou city has been urbanising rapidly and the expansion of urban areas has resulted in significantinfrastructure investments. The transportation infrastructure has also improved rapidly and Zhengzhoucity is also quickly flourishing as a commercial centre. With the construction of new commercial buildingsincluding the Zhengzhou Conference and Exhibition Centre , the commercial andbusiness district of Zhengzhou city has expanded greatly.

While Zhengzhou city is developing into a mature and stable economic market with a high averagedisposable income and consumption per capita, efforts are also being made for Zhengzhou city toparticipate in the protection of the environment. As at 2006, Zhengzhou city has approximately 50 publicparks. Environmental protection can also be seen in the recycling rate of industrial waste water reachingan all-time high of 91.0% in 2006.

Zhengzhou City Real Estate Market

The real estate market in Zhengzhou city is at a stage of expansion. This is a result of the city’sexpanding population and economic size. Zhengzhou city has a population of approximately 7.2 million.Riding on the high GDP growth and the Zhengzhou governmental policies aimed at encouragingconsumer spending, there is an increasing demand for real estate in Zhengzhou city. Recognised as oneof the pillar industries by the Zhengzhou city government, the property industry in Zhengzhou city playsan important factor for the continued economic growth of the city.

As illustrated in the table below, the total GFA of properties sold in Zhengzhou city amounted toapproximately 2.60 million sq m in 2002 and approximately 7.15 million sq m in 2006, representing anincrease of 175.2% from that in 2002.

Year 2002 2003 2004 2005 2006

GFA of properties sold in Zhengzhou city 2.60 3.71 4.96 5.32 7.15 (million sq m)

Source: The Annual Analysis Report of Zhengzhou Municipal Real Estate Market for Year 2006 (2)

Based on The Annual Analysis Report of Zhengzhou Municipal Real Estate Market for Year 2006(2), the average sale price of properties in Zhengzhou city has

increased from RMB2017 per sq m in 2002 to RMB2974 in 2006, representing an increase of 47.4%.

91

Source: The Annual Analysis Report of Zhengzhou Municipal Real Estate Market for Year 2006 (2)

The demand for resale residential properties in Zhengzhou city remains strong. The aggregate GFA ofresale residential properties sold in 2005 was 960,000 sq m which increased significantly to 1,500,000sq m in 2006. This increase in turnover has led to people recognising the investment value of propertiesin Zhengzhou city. Investment in the Zhengzhou city real estate development increased by 36.8% fromthat of 2005 to approximately RMB22.99 billion in 2006.

Zhengzhou City’s Economic Prospects

According to Zhengzhou city’s “11th 5-Year Plan Compendium” , Zhengzhou city aims toachieve, amongst others, the following:

In the period between 2005 and 2010, Zhengzhou city’s GDP will grow at 13.0% per annum,reaching RMB304.0 billion in 2010.

During the same period, the average disposable income of its urban residents will grow at 11.3%per annum.

Strengthen the regulation of overall real estate supply volume, develop more offices in central andold districts, and build residential housing and retail centres at the urban fringe areas.

Further develop and strengthen the city’s industry, with a focus on the service industry, improvingthe overall structure of industry, increase job opportunities and increase comprehensivecompetitiveness.

Create a more integrated and modern transportation and communications network which willconsist of airport, seaport, expressways and express railroads by 2010, and to rationalise the cityand transport network planning.

Notes:

(1) The information relating to the PRC, Henan Province and Zhengzhou city as set out herein is based on our management’sgeneral research.

(2) The Market Research Department, Information Centre of Zhengzhou City Real Estate Administration Bureau, which published the Annual Analysis Report of Zhengzhou Municipal Real Estate

Market for Year 2006 , has not consented to the inclusion of this statement, table orcompilation, as the case may be, for the purposes of Section 249 of the Securities and Futures Act and is thereby not liablefor this statement under Sections 253 and 254 of the Securities and Futures Act. The Directors have not verified the accuracyof the contents of this statement/data. The Directors have included this statement, table or compilation, as the case may be,in its proper form and context in this Prospectus. Our Directors are not aware of any disclaimers made by Market ResearchDepartment, Information Centre of Zhengzhou City Real Estate Administration Bureau

, which published the Annual Analysis Report of Zhengzhou Municipal Real Estate Market for Year 2006, in relation to the reliance on the contents of the statement, table or compilation, as

the case may be.

Average sale price of the properties sold in Zhengzhou city

0

1000

2000

3000

4000

-5.00

0.00

5.00

10.00

15.00

2001 2002 2003 2004 2005

RM

B p

er s

q m

Percentage change in

sale price (%)

2006

92

GENERAL INFORMATION ON OUR GROUP

HISTORY

Our Company was incorporated on 28 September 2007 under the Bermuda Companies Act as anexempted company with limited liability. On 12 December 2007, we completed our RestructuringExercise, details of which are set out in the section entitled “Restructuring Exercise” of this Prospectus.Pursuant to the completion of our Restructuring Exercise, our Company became a holding company ofour Group.

Zhengzhou Great View

Transfer of Equity Interests in Zhengzhou Great View

The history of our Group can be traced back to the incorporation of Zhengzhou Great View on23 December 1995 with a registered capital of US$5.0 million. The initial shareholders of ZhengzhouGreat View were Straco Investment Pte. Ltd., Zhengzhou Tourism Resources Development Corporation

, Singapore Technologies Industrial Corporation Limited, StracoInternational Investment & Management Pte Ltd, HN-Sin International Holdings Limited, which washolding its equity interests in Zhengzhou Great View on trust for Henan Yuxin International Co.,Ltd.

(“Henan Yuxin”), and Poly Technology Co., Ltd. (collectively,the “Initial Shareholders”). They respectively owned 25.0%, 20.0%, 20.0%, 10.0%, 10.0% and 15.0% ofthe registered capital of Zhengzhou Great View. All the Initial Shareholders, including Henan Yuxin, areunrelated third parties who are not related to our company or any of our Directors, ControllingShareholders and Executive Officers.

Various shareholding changes took place since Zhengzhou Great View’s incorporation and on27 September 2003, our subsidiary, Everwell, entered into a share rights transfer agreement (the “StracoShare Transfer Agreement”) with Straco Corporation Private Limited (subsequently known as StracoCorporation Limited) (“Straco Corporation”) for the acquisition of Straco Corporation’s 70.0% equityinterest in the capital of Zhengzhou Great View, at a consideration of US$1.00. Under the terms of theStraco Share Transfer Agreement, Everwell agreed, inter alia, to cause the repayment of RMB33.9 millionin full and final settlement of the loans made by Straco Holding Pte Ltd and Straco (HK) Limited toZhengzhou Great View. The aforesaid acquisition was completed on 25 November 2003.

Thereafter, Everwell entered into a share transfer agreement with Henan Yuxin on 28 November 2003 forthe acquisition of Henan Yuxin’s 10.0% equity interest in Zhengzhou Great View, with all benefitsattaching thereto as at 31 December 2003, for an aggregate consideration of approximately RMB3.6million based on the registered capital of Zhengzhou Great View. The acquisition was effective since31 December 2003.

Following the series of aforesaid acquisitions, with Everwell owning 80.0% of its equity interests,Zhengzhou Great View applied to the relevant authorities for the conversion from composite use toresidential use of various parcels of land within Guoling Shanshui in 2005.

By December 2006, Everwell acquired the remaining 20.0% equity interest in Zhengzhou Great Viewfrom Henan Hanhai Establishment Co., Ltd. (“Hanhai Establishment”), with allbenefits attaching thereto as at 1 July 2007, at an aggregate consideration of approximately US$91.4million, based on the net asset value of Zhengzhou Great View of approximately RMB3,600 million on31 October 2006, as determined by an independent valuer. The acquisition was effective from 1 July2007.

Following the acquisition of the aforesaid 20.0% equity interest in Zhengzhou Great View, Everwell owns100.0% of the equity interests in Zhengzhou Great View.

Business Operations

In 1995, Zhengzhou Great View acquired parcels of land in Huiji District , located approximately20km northwest from the Zhengzhou city centre and approximately 5km from the south bank of theYellow River where the Yellow River Scenic Area , a favourite tourist spot, is located.Zhengzhou Great View constructed a theme park consisting of miniature replicas of famous Chinesehistorical architectures and a hotel on these parcels of land. Zhengzhou Great View began operating thetheme park in September 1997. However, the theme park’s business failed to take off and was makinglosses when our subsidiary, Everwell, took over majority control of Zhengzhou Great View in November2003. Everwell took over the business operations of Zhengzhou Great View to take advantage of theunique architectures and scenic environment surrounding the project and its proximity to tourist spotsand historical sites to create a self-contained, high-end integrated development, Guoling Shanshui

, complete with luxury residential homes, hotel with conference and exhibition facilities, sportsfacilities, shops, restaurants, police post and round-the-clock security. We also opened the theme park tothe public with free admission to increase awareness.

When Everwell took over the business operations of Zhengzhou Great View, our Executive Director andChief Operating Officer, Wang Jian, was appointed as its general manager to oversee its overalloperations, bringing along with him his wealth of experience as the general manager of another propertydevelopment company in Zhengzhou city. Also, our Sales Director, Liu Xuemei, who has over 10 years ofexperience in the sales and marketing industry and who started her career as a sales manager in aproperty development company in the Henan Province, was appointed as the sales director ofZhengzhou Great View soon after.

Development of Guoling Shanshui commenced in July 2004 with the expansion andrefurbishment of the existing hotel, Guoling Hotspring Hotel, within the theme park, resulting in a newer,larger and more modern luxury hotel set in the midst of nature parks and with a panoramic view of thelake. The expansion and refurbishment by our Group of the Guoling Hotspring Hotel was completed inSeptember 2005 and it offers facilities such as exhibition, convention and meeting facilities, as well asfour restaurants.

As our Group did not have any expertise in hotel management, we entered into a hotel managementagreement with a third party, Pingdingshan City Fang Yuan Tian Tian Yugang Restaurant Co., Ltd

(“Tiantian Yugang”), on 12 September 2005 to manage theGuoling Hotspring Hotel (the “Hotel Management Agreement”). The Hotel Management Agreement wasvalid from September 2005 to December 2007.

As the Guoling Hotspring Hotel was successfully managed by Tiantian Yugang and our Group’s focus ison property development, we decided to transfer our entire shareholding interests in Henan GuolingHotspring Vacation Hotel Management Co., Ltd. (“GuolingManagement”) (formerly known as Henan Sinian Yingzhou Resort Hotel Management Co., Ltd

), the entity which has the management operation and economicinterests of the Guoling Hotspring Hotel, to Tiantian Yugang for an aggregate consideration of RMB9.0million, based on the registered capital of Guoling Management, pursuant to a share transfer agreementdated 23 June 2007. Following such transfer, we will remain solely as landlord in relation to the GuolingHotspring Hotel. On 1 July 2007, we entered into a lease agreement (the “Hotel Lease Agreement”) withGuoling Management to lease the Guoling Hotspring Hotel premises, exhibition, convention and meetingfacilities and restaurants to Guoling Management for a monthly rental of RMB350,000, until 30 June2010. Currently, the Guoling Hotspring Hotel comprises of 14 hotel villas which were converted into 157hotel rooms by Guoling Management in stages. The aforesaid conversion was completed on 4 January 2008 and our Group was responsible for its costs, which amounted to approximately RMB2.4 million.

Concurrently with the refurbishment of the Guoling Hotspring Hotel, our Group commenced constructionin November 2004 of Phase I of Guoling Shanshui , which comprises 472 units of low-riseapartments (Mufu ) and 65 units of low-density luxury detached houses (Yongfu ), with anaggregate saleable GFA of approximately 57,954 sq m. The construction of the final stages of Mufu

and Yongfu was completed in the fourth quarter of 2005 and the second quarter of 2007respectively and as at the Latest Practicable Date, we have sold (including units contracted for sale butpending formal assignment and delivery) 447 units of low-rise apartments in Mufu and 64 units of

93

the low-density luxury detached houses in Yongfu . Anticipating a potential increase in propertyprices and to maximise our profit margin, the sale of the remaining units of low-rise apartments in Mufu

and low-density luxury detached houses in Yongfu were held back and are expected to besold by 1H2008.

We commenced construction of Phase II of Guoling Shanshui in October 2005. Phase IIcomprises Huguang Shanse and Xinyu Lanwan which have respectively (i) 573units of low-rise apartments and 52 commercial retail units and (ii) 128 units of low-rise apartments and93 units of townhouses. The construction of the final stage of Phase II of Guoling Shanshui was completed in the third quarter of 2007 and has an aggregate saleable GFA of 106,874 sq m. As atthe Latest Practicable Date, we have sold (including units contracted for sale but pending formalassignment and delivery) 517 units of the low-rise apartments and 41 units of the commercial retail unitsin Huguang Shanse and 118 units of low-rise apartments and 64 units of townhouses inXinyu Lanwan .

For further details of our completed property developments, please refer to the section entitled “GeneralInformation on Our Group – Details of Our Property Developments”.

On 2 June 2005, Zhengzhou Great View also established the Shanshui Golf Club (formerly known as Henan Sinian Golf Club ) (“Shanshui Golf Club”), with theintention of operating a golf academy. Eventually, as our management decided that the operation of a golfacademy does not correspond with our Group’s focus as a property developer, we entered into ainvestment transfer agreement with Zhengzhou Xiyasi Scientific and Educational TechnologyDevelopment Co., Ltd. for the transfer of Zhengzhou Great View’sentire investments in Shanshui Golf Club on 25 June 2005 to Zhengzhou Xiyasi Scientific andEducational Technology Development Co., Ltd. , at a consideration ofRMB10.0 million which corresponds with the original investment amount of Zhengzhou Great View (the“Golf Transfer”).

Following the Golf Transfer, Zhengzhou Great View entered into a lease agreement on 1 July 2005 withShanshui Golf Club to lease approximately 354,630 sq m of land to them to operate a golf academy. Theamount of rental payable by Shanshui Golf Club is RMB4.24 million per annum. The lease agreementexpired on 31 December 2007 and we did not extend the lease but will instead use the parcels of landfor our future developments.

Henan Jinzhi

Transfer of Equity Interests in Henan Jinzhi

Henan Jinzhi was established on 30 October 1997 as Henan Warrant Investment Management Co., Ltd.as an investment and financial consultancy, with Mr Fu Xin ,

Ms Wang Hai Ling , Mr Zhong Wei Pu and Henan Kairui Advertising Co., Ltd.as its initial shareholders.

The shareholders of Henan Jinzhi subsequently underwent various transfers of equity interests in HenanJinzhi and the business scope was ultimately changed to that of real estate development.

On 21 November 2006, Zhengzhou Great View entered into (i) a share transfer agreement with HenanHesheng Enterprise Development Co., Ltd. , Mr Li Wenjun andMs Yan Fang to acquire their aggregate 40.0% shareholdings in Henan Jinzhi and (ii) a sharetransfer agreement with Bridge Trust and Investment Co., Ltd. (collectively withHenan Hesheng Enterprise Development Co., Ltd. , Mr Li Wenjun and Ms Yan Fang , the “Henan Jinzhi Shareholders”) to acquire its 60.0% shareholdings in HenanJinzhi. The aggregate considerations for the aforesaid transfers were approximately RMB52.8 million andthe acquisitions were effective from 21 November 2006 and resulted in Zhengzhou Great View owningthe entire equity interest in Henan Jinzhi.

94

95

Transfer of Henan Jinzhi’s Equity Interests in Zhengzhou City Heyi Pawn Co., Ltd (“Heyi Pawn”)

Prior to the acquisition of equity interests in Henan Jinzhi by Zhengzhou Great View, Henan Jinzhi has25.0% equity interests in Heyi Pawn, an entity in the pawn business. Subsequent to the aforesaidacquisition, Henan Jinzhi entered into a share transfer agreement dated 20 May 2007 with an unrelatedthird party, Zhengzhou Haojiali Food Co., Ltd. (“Haojiali Food”), for the transferof Henan Jinzhi’s entire 25.0% equity interests in Heyi Pawn to Haojiali Food for a consideration ofRMB1.25 million, based on registered capital of Heyi Pawn.

Business Operations

Our subsidiary, Zhengzhou Great View, acquired the entire equity interests in Henan Jinzhi to expand ourGroup’s business to include commercial property development. At the time of the acquisition, a parcel ofland of approximately 10,079 sq m located in Erqi District previously owned by Henan Jinzhi, inthe heart of Zhengzhou city, was repossessed by the Land and Resources Bureau of Zhengzhou City

for the proposed construction of a light-rail transport system across the land.Pursuant to the terms of the share transfer agreements entered into by Zhengzhou Great View with theHenan Jinzhi Shareholders, it was agreed, inter alia, that Zhengzhou Great View would appeal to therelevant government authority for the release of the land to Henan Jinzhi and would pay the Henan JinzhiShareholders a further consideration of RMB40.0 million in the event that Zhengzhou Great View’sappeal is successful, in addition to the initial agreed consideration of approximately RMB12.8 million. InDecember 2006, 9,771 sq m of the aforesaid parcel of land was returned to Henan Jinzhi, whichobtained the necessary land use rights certificate, and the acquisition was completed in the same monthfor an aggregate consideration of RMB52.8 million, determined based on an independent valuation.

Henan Jinzhi commenced construction of its first commercial property development, J-Expo, in January 2007 and construction is expected to be completed by 1H2008. J-Expowill be a commercial building used mainly for the wholesale of commodities

such as mobile phones, stationery, accessories, cosmetics, household goods by wholesalers, comprisinga basement, five-storey of retail units and seven-storey of office units with a total of 2,560 retail units, 192office units and 320 open-air parking lots. Being located in the Erqi District which is in the heartof Zhengzhou city, it is within walking distance to the Zhengzhou Railway Station and theZhengzhou Long Distance Central Bus Station . J-Expo is alsolocated within the main wholesale centre of Zhengzhou city which is possibly one of the most vibrantwholesale centres in the whole of central PRC. As at the Latest Practicable Date, we have contracted tosell 1,618 retail units and 67 office units with a total saleable GFA of 35,606 sq m and intend to retainlevels 4 and 5 of the development upon its completion for lease to third parties.

For further details of our completed property developments, please refer to the section entitled “GeneralInformation on Our Group – Details of Our Property Developments”.

BUSINESS OVERVIEW

The prinicipal activity of our Group is the development and sale of residential and commercial properties.Our subsidiaries, Zhengzhou Great View and Henan Jinzhi, are currently qualified to undertake projectswith an individual GFA of up to 250,000 sq m and up to 100,000 sq m respectively.

Our Group’s portfolio of completed properties, properties under development, properties to be developedin the near future and land held for future development are currently all located in Zhengzhou city, HenanProvince of the PRC. As at the Latest Practicable Date, we have an aggregate saleable GFA ofapproximately 160,828 sq m of completed properties, approximately 65,890 sq m saleable GFA ofproperties under development, approximately 245,000 sq m planned GFA of properties to be developedin the near future and approximately 1,406,880 sq m of land held for future development, with anestimated GFA of 2.9 million sq m. Our Group has obtained the land use rights certificates in respect ofeach of our completed property developments, our properties under development, properties to bedeveloped in the near future and land held for future development. Further, we are also in the process ofobtaining the land use rights to a parcel of approximately 560,000 sq m (835 ) of land from the Landand Resources Bureau of Zhengzhou City , for which we have reached acompensation agreement with the local government. However, the acquisition of the aforesaid parcel ofland is subject to (i) the conversion of the approved use of the aforesaid land from agricultural use toresidential use; and (ii) the payment of land premium and other prescribed fees and compliance withother applicable procedures as required under PRC laws.

Our Group intends to continue to acquire land use rights by (i) acquiring directly from the governmentland bureau; (ii) purchasing from other companies; and (iii) acquiring companies which hold landreserves.

BUSINESS OPERATIONS

Property Development

We are a premium brand property developer of residential properties and commercial properties inZhengzhou city. Currently, all our property development projects are located in this region. In future, wemay consider expanding our land bank and presence in Zhengzhou city as well as pursue strategicbusiness opportunities in other fast growing cities or regions in the central part of the PRC.

Our Group is currently involved in two main property developments, they are namely:

(i) Guoling Shanshui , a self-contained, high-end integrated property development; and

(ii) J-Expo , a commercial property project with retail and office units.

Integrated Property Developments

Our integrated property development, Guoling Shanshui , has a total site area ofapproximately 1.87 million sq m and is targeted for sale primarily to the middle and higher-incomepurchasers.

This is a large-scale project located in Huiji District , approximately 20 km northwest from theZhengzhou city centre and approximately 5 km from the south bank of the Yellow River, where the YellowRiver Scenic Area is located. This new sub-urban, premier and high-end residential areacan be easily accessed via a highway by city dwellers from Zhengzhou city seeking a peaceful naturehaven, which journey should take no more than 15 minutes.

Under our Group’s masterplans, Guoling Shanshui will be built in various phases comprisinglow-density luxury detached houses, townhouses, apartments and commercial retail units that interweavecontemporary luxury with the exquisite charm of historical China. Leveraging on the scenic landscapeincluding lakes, rivers, natural floral and fauna and also the existing miniature replicas of famous Chinesehistorical architectures, this development is designed according to our vision of creating a self-contained,high-end development, featuring modern resort-theme home concept with sports facilities, playground,police post, clinic and round-the-clock security. The owners of the commercial units shall operate thecommercial retail units as supermarket, hair and beauty salon, pet shop, laundry shop, gift shop and

96

clinic. Located within our integrated development, the Guoling Hotspring Hotel, with exhibition andconference facilities, will also provide non-residents with opportunities to stay in this exquisitedevelopment.

The Guoling Hotspring Hotel is managed by a third party, Henan Guoling Hotspring Vacation HotelManagement Co., Ltd. (formerly known as Henan Sinian YingzhouResort Hotel Management Co., Ltd ) whilst we remain solely asowner in relation to the land and buildings occupied by the Guoling Hotspring Hotel and its facilities.

We have completed construction of Phase I and Phase II of Guoling Shanshui which, inaggregate, comprise 93 townhouses, 1,173 low-rise apartments, 65 low-density luxury detached housesand 52 commercial retail units with an aggregate saleable GFA of approximately 160,828 sq m. Toensure high quality in workmanship and finishing, exquisite designs and innovative landscaping, we hadengaged an international design group, the Werkhart International Group, and the Urban and RuralPlanning & Design Research Institute of Zhejiang University to assist inthe property design and project landscape planning respectively. We believe that as a result, we are ableto command good sale prices for these two phases of our development.

Further, we have entered into an agreement with Henan Shanshui Property Management Co., Ltd.(“Shanshui Property”), a professional property management company, to

provide property management for these two phases of our development. Shanshui Property is jointlyowned by Henan Hanhai Establishment Co., Ltd. and Henan Hanhai InvestmentCo., Ltd. . Under PRC laws, the individual owners of the properties have a rightto engage or dismiss a property management company. As such, following the establishment of anowners management committee by the property owners of Guoling Shanshui , the ownersmanagement committee may proceed to engage other property management companies. Further,pursuant to the aforesaid agreement entered into by us with Shanshui Property, the agreement willautomatically terminate upon the engagement of a new property management company by the ownersmanagement committee. As such, we will not be liable to compensate Shanshui Property for its dismissalin such an event.

Please refer to the section entitled “General Information on Our Group – Details of Our PropertyDevelopments” for further details of our integrated property development.

Commercial Developments

Our commercial property development, J-Expo , is being developed by our subsidiary,Henan Jinzhi, to be a commercial building for the wholesale of commodities such as mobilephones, stationery, accessories, cosmetics, household goods by wholesalers in the Zhengzhou city.J-Expo is located in Erqi District , in the heart of the Zhengzhou city and withinwalking distance to the Zhengzhou Railway Station and the Zhengzhou Long DistanceCentral Bus Station . J-Expo is also located within the mainwholesale centre of Zhengzhou city and is possibly one of the most vibrant wholesale centre in the wholeof central PRC.

Further, Zhengzhou city, being the transportation hub of the PRC where major national railway lines andtransnational bus routes converge, is the transportation and commodity distribution centre in centralPRC. Due to its strategic location, we believe that people from all parts of the PRC come to Zhengzhoucity to purchase wholesale goods for resale in their own provinces and cities. As such, J-Expo

is very ideally located.

J-Expo comprises a basement, five-storey of retail units and seven-storey of office unitsand each retail floor is developed with a high ceiling to provide for a mezzanine floor to facilitate storageof goods or to be used as an office. We commenced construction of J-Expo in January2007 and construction is expected to be completed by 1H2008. Upon completion, it will have anaggregate saleable GFA of approximately 65,890 sq m and will comprise 2,560 retail units and 192 officeunits, with an open-air carpark with 320 parking lots. We are also in the process of identifying suitablesites for the development of other commercial projects.

97

98

Please refer to the section entitled “General Information on Our Group – Details of Our PropertyDevelopments” for further details on our commercial property development.

Property Investment

As part of our strategy to generate an additional and recurrent revenue stream, we will retain ownershipof two floors of the retail units in our commercial development, J-Expo , as investmentproperties for lease. This will allow us to take advantage of the growth potential of the commercialproperty segment in Zhengzhou city. In addition, we also lease the Guoling Hotspring Hotel locatedwithin Guoling Shanshui to a third party to generate rental returns. We intend to build up aportfolio of investment properties selectively and progressively, while continuing to grow our coreresidential and commercial property development business.

Please refer to the section entitled “General Information on Our Group – Properties Held for Investment”for further details on our investment properties.

99

PROPERTY DEVELOPMENT PROCESS

The diagram below summarises the stages and elements of our property development process.

Strategy Development

Property development begins with the formulation of our overall development strategies and investmentplan. Our board and senior management will undertake an in-depth deliberation and consideration ofcertain key matters: the macro-economic policies and development plans of the PRC government andthe likely impact on the economic growth and development of the city concerned and particularly, theimpact on the real estate market in that city; the economic growth and prospects and the demand andsupply conditions in the real estate market of the area concerned; and the level of our proposedinvestment commitment in the city within a three to five year time frame. Once our overall developmentand investment strategy is formed, we then analyse reports and investment proposals submitted by themanagement team after which we determine the amount of investment we are prepared to commit to theproject.

Site Identification and Market Research

We place a strong emphasis on site selection and continued expansion of our existing land bank andconsider it fundamental to the success of a property development. The factors we will take into account intheir decision-making process include, inter alia, the following:

development plans (of the government) for the relevant site;

accessibility of the site and available infrastructure support;

purchaser demand for properties in that area;

competition from other developments in the locality;

surrounding environment and convenience of the site (such as natural parks and greenery,schools, rivers and commercial facilities); and

cost, investment and financial return ratios of the potential developments.

After site selection, a project committee comprising members selected by our Chief Executive Officer,Yan Tao, including the project leader, the engineering manager and the budgeting manager, will beformed to carry out a feasibility study on the identified land. Such feasibility study comprises marketresearch and analysis on the supply of and demand for both residential and commercial properties inthat particular area. Upon completion of the feasibility study, we will conduct an analysis of the propertymarket conditions of the identified site and the cost of acquiring such a site. The project committee willalso prepare a proposal to include information on the type of property development suitable for theidentified site and the market, details relating to cost and financing of the acquisition and development,and specific considerations that our Group should consider. The proposal will then be considered by theinvestment committee, who will then make the final decision whether or not to acquire the identified site.

3 months 4 months 8-24 months afterwards

Construction Pre-sales and sales* After-sales services Land acquisition Project planning and preliminary work

Design

Approval Process

- site evaluation/ identification

- market analysis- feasibility study- acquiring land

- in-depth market analysis

- product positioning- develop plan

design

- schematic design- structural design- construction

design- drawings- landscape design- interior design

- contractor selection

- procurement of supplies

- construction supervision

- completion inspection

- marketing to existing and potential customers

- pre-sale permit application

- sales and sales management

- delivery of property

- mortgage and registration assistance

- customer services- customer functions

and surveys- statistical analysis- customer database

100

Land Acquisition

We typically acquire land use rights for development through public tender or auction as land use rightsfor the purposes of commercial use, tourism, entertainment and commodity residential propertydevelopment in the PRC may be granted by the government only through public tender, auction or listing-for-sale.

In a listing-for-sale of state-owned land use rights, the grantor makes a listing announcement, lists theessential transaction requirements for the land available for sale and the listing period, at the designatedplace for the conduct of such a transaction. The grantor shall then accept bids while updating the listingprice, and finally determine who shall be the successful bidder according to the bids received at the endof the listing period. In the event that there are two or more bids at the end of the listing period, thegrantor shall organise a “live bidding” where the bid shall go to the highest bidder.

Where land use rights are granted by way of a tender, an evaluation committee will evaluate the tendersthat have been submitted to decide upon the most competitive tender. The relevant authorities willnormally consider not only the tender price, but also the credit history and qualifications of each bidderand their proposals. Where land use rights are granted by way of an auction, a public auction will be heldby the relevant local land bureau and the land-use rights will be granted to the highest bidder.

We believe these measures will result in a more transparent land grant process, which will enabledevelopers to compete more effectively. Under current regulations, grantees of land use rights aregenerally allowed to dispose of the land use rights granted to them in secondary markets, except that if atransferor is a state-owned enterprise or a collectively-owned enterprise or the land use right is obtainedby way of allocation. In these latter cases, such land will be transferred through public tenders, auction orlisting-for-sale. We will continue to obtain land use rights through transfers from third parties or throughcooperative arrangements with third parties in the secondary markets. The availability of privately heldland will, however, remain limited and subject to uncertainties.

We fund our land acquisitions primarily through internal resources, bank loans and proceeds from salesand pre-sales.

Project Conceptualisation, Planning and Design

Concurrently with the acquisition of a site, we will undertake project conceptualisation and overall designof the development. Our in-house product development team based in Zhengzhou city where ourproperties are located is responsible for the management of the project conceptualisation, planning anddesign for our property developments. Our product development team comprises more than 25professionals, including architects, landscape specialists, planning experts, interior designers, as well asstructural, civil, mechanical and electrical engineers. The design process includes architectural, exteriorand interior design, engineering and landscaping.

Our product development team also works in collaboration with external professional firms throughout thedesign process. In selecting these firms, we consider their reputation for reliability and quality, theirpricing, references and design proposals. Design contractors are typically selected through a tenderprocess for each project. The product development team constantly monitors the progress and quality ofthe design teams to ensure they meet our required standards. The team is also responsible foroverseeing and ensuring that our property projects are completed on time and in accordance with ourstrict quality requirements.

In conceptualising and designing a property development, we will consider the following principal factors:

relevant city planning and building parameters imposed by the PRC government;

target market segment and product positioning;

the surrounding environment of the site;

plot ratio as approved by the relevant government authorities;

101

total site area;

advice and recommendations of professional advisors including architects and planning experts;and

the proposed type of development, whether residential or commercial.

Once we determine the concept and overall design of our proposed development, the design firm whomwe will engage will set to work on the details of the interior design.

Upon the completion of the conceptualisation process, we will submit our concept for the development tothe local city planning authorities for approval and apply for the Permit for Construction Land UsePlanning . Once our concept has been approved and we have obtained the Permitfor Construction Land Use Planning , we will commence site survey, planning andoverall design of the project. We will also apply for a Permit for Construction Project Planning

, which upon grant, indicates the PRC government’s approval of our design for thedevelopment and which enables us to apply for a Permit for Commencement of Construction

to allow construction work to commence.

Construction Work

We typically contract out our construction work of our development projects to independent constructioncompanies selected through tender process, based on their reputation, track record, experience of therelevant project team members and cost competitiveness.

The tender process is governed by the Property Development and Municipal Facilities ConstructionTender Management Regulations promulgated inJune 2001. Please refer to Appendix G on a summary of the relevant PRC laws and regulations forfurther details of the laws and regulations governing tender processes in the PRC.

We engage reputable construction companies in the Zhengzhou city and in particular, we haveestablished a reliable relationship with The Fourth Construction Company of China Construction SeventhEngineering Bureau (“Fourth Construction Company”). FourthConstruction Company has been one of our major construction contractors since 2004 and hassuccessfully bidded for the construction work of several of our projects. In addition to selecting a primarylead contractor for our projects, we also engage secondary contractors to provide some of the requiredconstruction work in order to foster competition and mitigate the risks of over reliance on one leadcontractor. The terms of the construction contracts that we enter into with Fourth Construction Companyare consistent with the terms of the construction contracts that we enter into with other constructioncontractors. Fourth Construction Company and other construction contractors provide various services,including piling and foundation works, and construction works. We believe that Fourth ConstructionCompany has enabled us to consistently achieve the quality objectives of our premium branddevelopment projects over the years and this has helped us to enhance our reputation and brand equity.We enter into construction contracts with construction companies selected via a competitive biddingprocess based on the terms of the tender documents.

The construction contracts contain warranties from the construction companies in respect of quality andtimely completion of the construction projects. We require construction companies to comply with PRClaws and regulations relating to the quality of construction as well as our own standards andspecifications. The contractors are also subject to our quality control procedures, including appointmentof internal on-site quality control engineers, examination of materials and supplies, on-site inspection andproduction of progress reports. Construction payments are determined primarily on the basis of the laborand material costs and fitting requirements, and are adjustable under the construction contract. In theevent of delay in construction or unsatisfactory quality of workmanship, we may require the constructioncompanies to pay a penalty or provide other remedies.

As of the Latest Practicable Date, there has been no instance of our contractors experiencing financial orother difficulties which resulted in the delay of our Group’s development projects and we have not hadany major disputes with any of our contractors. All construction progress payment claims are verified byprofessional quantity surveyors engaged by us.

102

Project Management

We have a project management team responsible for the management and supervision of theconstruction of our property developments in accordance with the relevant PRC regulations. We alsoengage project management companies to manage and supervise each individual project. We believethat our in-house project management system has enabled our projects to be developed efficiently andcost effectively.

We strive to create and ensure a safe working environment. In line with this, we have established strictinternal workflow policies and safety monitoring procedures to ensure that we comply with thecompliance of all relevant PRC laws and regulations in the PRC.

Our project management team is also responsible for ensuring that the construction of our propertiesprogresses in a timely manner. Construction work is constantly monitored through regular on-siteinspections and progress reports.

In line with our prudent financial management philosophy, we ensure that the construction of our propertydevelopments is carried out in a cost-effective manner. We have stringent financial controls and activelymanage and control our costs through careful budget planning processes such as reviews of projectexpenditure reports. Our project management team ensures that our cost control policies are effectivelyapplied in the construction process of our property developments.

Quality Control

We place a strong emphasis on quality control to ensure that the quality of our properties and servicescomplies with relevant regulations and meets market standards. There are quality control procedures inplace in our different functional departments.

We generally contract with reputable design and construction companies and material suppliers toensure the quality of sub-contracted work. Internal guidelines have been established and are strictlyenforced to ensure control over documentation, record-keeping, remedial actions, preventive actions,management control, construction standards, staff quality, recruitment standards, staff training,construction supervision, supervisory inspection, information exchange and data analysis.

We provide our customers with a warranty for the structure and certain fittings and facilities of ourproperty developments in accordance with the relevant regulations.

Sales and Marketing

Our principal customers of the residential development are individual purchasers of residential propertiesfrom the PRC. We primarily target middle and high-income purchasers, such as senior-level managersand entrepreneurs.

We have also established a sales and marketing department to strategise, supervise and manage thesales activities of our Group. We adopt a variety of measures to reach potential customers, includingadvertising through traditional media such as television, radio and newspaper as well as carrying outdirect marketing such as mailing flyers to target customers. We also put up promotional banners andbillboards around our property developments and site areas which can be easily seen by the public.

The majority of our products are sold through pre-sale activities (i.e. selling property in advance of ourconstruction completion). In line with our marketing strategy, we generally conduct pre-sale of ourdevelopments in accordance with the applicable PRC laws. We must obtain from the relevant governmentauthorities the Permit for Pre-completion Sale of Commodity Buildings (“pre-salepermits”) before we can commence sale of our properties.

We commence pre-sale of our properties when the following conditions are met:

(a) the selling developer holds a valid legal person certificate and a qualification certificate for realestate development enterprises;

103

(b) the relevant land use rights certificates, the permit for construction project planning and the permitfor commencement of certificate have been obtained; and

(c) the pre-sale permit has been obtained.

Under the Measures for Administration of Pre-completion Sale of Urban Commodity Buildingspromulgated by the Ministry of Construction in July 2004, pre-sale permits will

only be granted if:

(a) the assignment price for the relevant land use rights has been fully paid and the relevant land userights certificates have been obtained;

(b) permit for construction project planning and the permit for commencement of construction havebeen obtained; and

(c) at least 25% of the total amount to be invested in the development has been paid and the progressof works and the completion and delivery dates have been ascertained.

Sales are generally carried out subject to the following conditions being met:

(a) related basic facilities, including water, electricity, heat, gas and communication, shall be qualifiedfor delivery and use. Other basic facilities and public facilities shall be qualified for use or thecompletion schedule and delivery date of each has been set;

(b) property management plan has been implemented;

(c) the development units shall have passed completion, inspection and acceptance; and

(d) receipt of the completion inspection certificate.

As at the Latest Practicable Date, there has been no instance of delay in the completion of any of ourprojects, which properties have been the subject of pre-sales.

We set selling prices for our properties after taking into account local market trends, costs ofdevelopment, expected investment returns and prevailing supply and demand conditions. We adopt astandard contract to be entered into between us and the purchaser. Our standard contract specifies theGFA of the property sold, purchase price, method and manner of payment, and date and manner ofdelivery of the completed property. There are also provisions for examination, acceptance andcertification to be carried out by relevant government authorities before delivery of the completedproperty.

For details on our sales and marketing activities, please refer to the section entitled “General Informationon Our Group — Sales and Marketing” of this Prospectus.

Payment Arrangements

We require from each purchaser of our residential property an initial payment of at least 30.0% of thesale price and from each purchaser of our commercial property an initial payment of at least 50.0% ofthe sale price, upon the execution of a sale and purchase of property contract. The balance of thepurchase price is satisfied by a lump sum payment of the entire balance, either with or without mortgagefacilities arranged with banks. Regardless of the payment method, the purchase price must be paid in fullto us before completion of the development.

The mortgage payment terms for sale and pre-sale of properties are substantially the same. Undernormal circumstances, a maximum thirty (30) year mortgage loan for up to 70.0% of the sale price maybe available to the purchasers of residential properties and a maximum thirty (30) year mortgage loan forup to 50.0% of the sale price may be available to the purchasers of commercial properties.

We may enter into arrangements with certain domestic banks to provide mortgage financing schemes forpurchasers to take out a mortgage. In line with the prevailing consumer banking practices in the PRC,banks generally only extend mortgage financing to our purchasers on the condition that we guaranteetheir loans until the building ownership certificate has been issued and the mortgage is registered.Typically, these guarantees will be released upon the earlier of (i) the issuance of the building ownershipcertificate, the registration of the mortgage and the delivery of the building ownership certificate to thepurchaser; and (ii) the full settlement of mortgage loans between the mortgage banks and thepurchasers of our properties. As at the Latest Practicable Date, there has been no instance of ourpurchasers defaulting on their loans which result in our Group having to repay the guarantees.

Completion and After-Sales Services

We strive to deliver completed properties to our customers in a timely fashion and in accordance with theterms and conditions of our sale and purchase agreements. As such, we monitor closely the progress ofthe construction of our property development projects and once our completed developments have beenexamined, accepted and certified by the relevant government authorities, we will proceed to deliver thecompleted properties to our customers.

Prior to the delivery of our completed properties, the following conditions must be fulfilled:

(a) the completion inspection certificate has been received; and

(b) the development units have met the requirements for delivery as stipulated in the sale andpurchase agreements which we enter into with our customers.

We provide after-sales services through our customer service department and a third-party propertymanagement company. As part of our after-sales services, we assist our customers with the titleregistration for their properties. We have a customer service department at each of our developmentprojects to handle customer feedback. We believe that the provision of quality after-sales serviceenhances our brand equity and goodwill, and helps to generate new sales and customer referrals for ourproperties.

104

105

DE

TAIL

S O

F O

UR

PR

OP

ER

TY

DE

VE

LO

PM

EN

TS

Co

mp

lete

d P

rop

erti

es

As

at t

he L

ates

t P

ract

icab

le D

ate,

we

have

com

plet

ed c

onst

ruct

ion

of P

hase

I a

nd P

hase

II

of G

uolin

g S

hans

hui

, oc

cupy

ing

a to

tal

site

are

a an

dsa

leab

le G

FA o

f ap

prox

imat

ely

276,

735

sq m

and

160

,828

sq

m r

espe

ctiv

ely.

Det

ails

of

the

two

phas

es o

f G

uolin

g S

hans

hui

are

set

out

belo

w:

1.G

uo

ling

Sh

ansh

ui

Ph

ase

I:M

ufu

an

d Y

on

gfu

Our

Muf

u pr

ojec

t co

mpr

ises

472

uni

ts o

f lo

w-r

ise

apar

tmen

ts,

occu

pies

a t

otal

site

are

a of

40,

085

sq m

and

has

a s

alea

ble

GFA

of

appr

oxim

atel

y39

,289

sq

m.

Eac

h bl

ock

of l

ow-r

ise

apar

tmen

ts i

s 4-

stor

ey h

igh.

Its

cons

truc

tion

took

pla

ce i

n va

riou

s st

ages

with

the

fir

st s

tage

com

men

cing

in

Nov

embe

r 20

04 a

nd t

he c

onst

ruct

ion

of t

he l

ast

stag

e w

as c

ompl

eted

in

the

four

th q

uart

er o

f 20

05.

Pre

-sal

es c

omm

ence

d in

Dec

embe

r 20

04.

As

atLa

test

Pra

ctic

able

Dat

e, w

e ha

ve r

ecei

ved

the

rele

vant

con

stru

ctio

n w

orks

com

plet

ion

cert

ified

rep

orts

fro

m t

he Z

heng

zhou

Mun

icip

al C

onst

ruct

ion

Com

mitt

ee

for

our

Muf

u pr

ojec

t an

d ha

ve s

old

(incl

udin

g un

its c

ontr

acte

d fo

r sa

le b

ut p

endi

ng fo

rmal

ass

ignm

ent

and

deliv

ery)

447

units

of

low

-ris

e ap

artm

ents

with

an

aver

age

selli

ng p

rice

of

RM

B2,

713

per

sq m

.T

he r

emai

ning

25

units

of

the

low

-ris

e ap

artm

ents

occ

upy

asa

leab

le G

FA o

f ap

prox

imat

ely

2,36

7 sq

m.

The

con

stru

ctio

n of

our

Yon

gfu

proj

ect

also

too

k pl

ace

in s

tage

s an

d th

e fir

st s

tage

com

men

ced

in N

ovem

ber

2004

.P

re-s

ales

com

men

ced

inD

ecem

ber

2004

and

the

con

stru

ctio

n of

the

las

t st

age

was

com

plet

ed i

n th

e se

cond

qua

rter

of

2007

.Yon

gfu

com

pris

es 6

5 un

its o

f lo

w-d

ensi

tylu

xury

det

ache

d ho

uses

, oc

cupi

es a

tot

al s

ite a

rea

of 6

6,31

6 sq

m a

nd h

as a

sal

eabl

e G

FA o

f ap

prox

imat

ely

18,6

65 s

q m

.A

s at

the

Lat

est

Pra

ctic

able

Da

te,

we

hav

e r

ece

ive

d t

he

re

leva

nt

con

stru

ctio

n w

ork

s co

mp

letio

n c

ert

ifie

d r

ep

ort

s fr

om

th

e Z

he

ng

zho

u M

un

icip

al

Co

nst

ruct

ion

Co

mm

itte

ein

res

pect

of

47 o

f th

e un

its i

n ou

r Yo

ngfu

pr

ojec

t an

d ha

ve s

old

(inc

ludi

ng u

nits

con

trac

ted

for

sale

but

pen

ding

for

mal

assi

gnm

ent

and

deliv

ery)

64

units

of

the

low

-den

sity

luxu

ry d

etac

hed

hous

es w

ith a

n av

erag

e se

lling

pric

e of

RM

B7,

531

per

sq m

.We

are

in t

he p

roce

ssof

app

lyin

g fo

r th

e co

nstr

uctio

n w

orks

com

plet

ion

cert

ified

rep

orts

fro

m t

he Z

heng

zhou

Mun

icip

al C

onst

ruct

ion

Com

mitt

ee

for

the

othe

r 18

uni

ts.F

urth

er,

the

rem

aini

ng 1

uns

old

unit

of lo

w-d

ensi

ty lu

xury

det

ache

d ho

uses

occ

upy

a sa

leab

le G

FA o

f ap

prox

imat

ely

461

sq m

.

106

2.G

uo

ling

Sh

ansh

ui

Ph

ase

II:H

ug

uan

g S

han

se

and

Xin

yu L

anw

an

Our

Hug

uang

Sha

nse

proj

ect

occu

pies

a t

otal

site

are

a of

97,

334

sq m

with

a s

alea

ble

GFA

of

appr

oxim

atel

y 67

,701

sq

m a

nd c

ompr

ises

of

573

low

-ris

e ap

artm

ents

and

52

com

mer

cial

ret

ail u

nits

.Its

con

stru

ctio

n to

ok p

lace

in v

ario

us s

tage

s an

d th

e fir

st s

tage

com

men

ced

in O

ctob

er 2

005.

Pre

-sa

les

com

men

ced

in N

ovem

ber

2005

and

the

con

stru

ctio

n of

the

last

sta

ge w

as c

ompl

eted

in t

he t

hird

qua

rter

of

2007

.As

of t

he L

ates

t P

ract

icab

le D

ate,

517

low

-ris

e ap

artm

ents

and

41

com

mer

cial

ret

ail

units

hav

e be

en s

old

(incl

udin

g un

its c

ontr

acte

d fo

r sa

le b

ut p

endi

ng f

orm

al a

ssig

nmen

t an

d de

liver

y),

with

an

aver

age

selli

ng p

rice

of R

MB

3,97

4 pe

r sq

m a

nd R

MB

8,77

4 pe

r sq

m r

espe

ctiv

ely.

The

rem

aini

ng 5

6 lo

w-r

ise

apar

tmen

ts a

nd 1

1 co

mm

erci

al r

etai

lun

its o

ccup

y an

agg

rega

te s

alea

ble

GFA

of

appr

oxim

atel

y 5,

619

sq m

and

1,4

46 s

q m

res

pect

ivel

y.W

e ar

e in

the

pro

cess

of

appl

ying

for

the

con

stru

ctio

nw

orks

com

plet

ion

cert

ified

rep

ort

from

the

Zhe

ngzh

ou M

unic

ipal

Con

stru

ctio

n C

omm

ittee

.

The

con

stru

ctio

n of

Xin

yu L

anw

an

also

too

k pl

ace

in v

ario

us s

tage

s w

ith t

he f

irst

stag

e co

mm

enci

ng in

Oct

ober

200

5 an

d th

e co

nstr

uctio

n of

the

last

sta

ge w

as c

ompl

eted

in t

he t

hird

qua

rter

of

2007

.Pre

-sal

es o

f th

is p

roje

ct c

omm

ence

d in

Nov

embe

r 20

05.T

his

proj

ect

com

pris

es o

f 12

8 lo

w-r

ise

apar

tmen

ts a

nd 9

3 to

wnh

ouse

s oc

cupy

ing

an a

ggre

gate

site

are

a of

app

roxi

mat

ely

73,0

00 s

q m

with

a s

alea

ble

GFA

of

35,1

73 s

q m

.A

s of

the

Lat

est

Pra

ctic

able

Dat

e, 1

18 l

ow-r

ise

apar

tmen

ts a

nd 6

4 to

wnh

ouse

s ha

ve b

een

sold

(in

clud

ing

units

con

trac

ted

for

sale

but

pen

ding

for

mal

ass

ignm

ent

and

de

live

ry),

with

an

ave

rag

e s

elli

ng

pri

ce o

f R

MB

3,9

92

pe

r sq

m a

nd

RM

B7

,87

2 p

er

sq m

re

spe

ctiv

ely

.T

he

re

ma

inin

g 1

0 l

ow-r

ise

ap

art

me

nts

an

d29

tow

nhou

ses

occu

py a

n ag

greg

ate

sale

able

GFA

of

appr

oxim

atel

y 99

0 sq

m a

nd 7

,343

sq

m r

espe

ctiv

ely.

We

are

also

in t

he p

roce

ss o

f ap

plyi

ng fo

r th

eco

nstr

uctio

n w

orks

com

plet

ion

cert

ified

rep

ort

from

the

Zhe

ngzh

ou M

unic

ipal

Con

stru

ctio

n C

omm

ittee

.

107

The

tab

les

belo

w s

umm

aris

es t

he d

etai

ls o

f ou

r co

mpl

eted

pro

pert

y de

velo

pmen

ts.

Pha

se I

:Muf

u G

uxin

g To

wn

Nor

th,

15 D

ecem

ber

2065

40,0

8539

,877

39,2

8936

,922

10

0.0%

Nov

embe

r 20

04F

ourt

h qu

arte

r Ji

ng-G

uang

Rai

lway

of

200

5W

est

/ Lo

w-r

ise

apar

tmen

ts

Pha

se I

:Yon

gfu

Gux

ing

Tow

n N

orth

,15

Dec

embe

r 20

6566

,316

19,9

9118

,665

18,2

0410

0.0%

Nov

embe

r 20

04S

econ

d qu

arte

r Ji

ng-G

uang

Rai

lway

of 2

007

Wes

t /

Low

-den

sity

luxu

ryde

tach

ed h

ouse

s

Pha

se I

I:H

ugua

ng8-

1 G

uxin

g To

wn,

5 M

ay 2

067

97,3

3469

,176

67,7

0160

,637

100.

0%O

ctob

er 2

005

Thi

rd q

uart

er

Sha

nse

Man

g S

han

Dis

tric

t, of

200

7Z

heng

zhou

City

(W

est

of Z

heng

Man

g R

oad,

S

outh

Ban

k of

Yel

low

R

iver

)/

Low

-ris

e ap

artm

ents

and

com

mer

cial

ret

ail u

nits

Pha

se I

I:X

inyu

8-

1 G

uxin

g To

wn,

5 M

ay 2

067

73,0

0038

,091

35,1

7326

,839

100.

0%O

ctob

er 2

005

Thi

rd q

uart

er

Lanw

an

Man

g S

han

Dis

tric

t, of

200

7Z

heng

zhou

City

(W

est

of Z

heng

Man

g R

oad,

S

outh

Ban

k of

Yel

low

R

iver

)/

Low

-ris

e ap

artm

ents

and

to

wnh

ouse

s

Tota

l27

6,73

516

7,13

516

0,82

814

2,60

2

Pro

ject

Co

mp

leti

on

Dat

e

Pro

ject

Co

mm

ence

men

tD

ate

Gro

up

’sef

fect

ive

equ

ity

inte

rest

Tota

l GFA

sold

(as

of

Lat

est

Pra

ctic

able

Dat

e) (

sq m

)

Tota

lsa

leab

le

GFA

(s

q m

)

Tota

l GFA

(sq

m)

Tota

l sit

ear

ea

(sq

m)

Dat

e o

f ex

pir

y o

fL

and

Use

Rig

hts

Lo

cati

on

/ Typ

e o

fd

evel

op

men

tN

ame

of

Pro

per

tyd

evel

op

men

t

108

Pro

per

ties

Un

der

Dev

elo

pm

ent

As

at t

he L

ates

t P

ract

icab

le D

ate,

we

are

deve

lopi

ng o

ur G

roup

’s c

omm

erci

al p

rope

rty,

J-E

xpo

, w

hich

occ

upie

s th

e si

te a

rea

and

sale

able

GFA

of a

ppro

xim

atel

y 9,

771

sq m

and

65,

890

sq m

res

pect

ivel

y.

Not

e:A

rtis

t Im

pres

sion

J-E

xpo

is o

ur G

roup

’s f

irst

com

mer

cial

dev

elop

men

t, co

mpr

isin

g a

base

men

t, fiv

e-st

orey

of

2,56

0 re

tail

units

and

sev

en-s

tore

y of

192

offi

ceun

its,

as w

ell

as a

n op

en-a

ir ca

r pa

rk w

ith 3

20 p

arki

ng l

ots.

Dev

elop

ed b

y ou

r su

bsid

iary

, H

enan

Jin

zhi,

this

pro

ject

com

men

ced

cons

truc

tion

in J

anua

ry 2

007

and

is e

xpec

ted

to c

ompl

ete

by 1

H20

08.P

re-s

ales

com

men

ced

in A

pril

2007

.

As

of t

he L

ates

t P

ract

icab

le D

ate,

we

have

con

trac

ted

to s

ell 1

,618

of

the

reta

il un

its a

nd 6

7 of

the

offi

ce u

nits

with

an

aver

age

selli

ng p

rice

of R

MB

16,8

72 p

ersq

m a

nd R

MB

6,05

3 pe

r sq

m r

espe

ctiv

ely.

We

inte

nd t

o re

tain

ow

ners

hip

of l

evel

s 4

and

5 of

the

bui

ldin

g, c

ompr

isin

g 76

8 re

tail

units

and

with

an

aggr

egat

esa

leab

le G

FA o

f 18

,297

sq

m,

for

leas

e to

thi

rd p

artie

s to

gen

erat

e re

ntal

ret

urns

upo

n its

com

plet

ion.

As

such

, ex

clud

ing

the

units

in

leve

ls 4

and

5 o

f th

ebu

ildin

g, 1

74 r

etai

l uni

ts a

nd 1

25 o

ffice

uni

ts o

ccup

ying

app

roxi

mat

ely

4,52

1 sq

m a

nd 7

,466

sq

m o

f sa

leab

le G

FA r

espe

ctiv

ely

rem

ains

uns

old.

As

at t

he L

ates

t P

ract

icab

le d

ate,

we

have

not

ent

ered

into

any

leas

e ag

reem

ents

in r

elat

ion

to le

vels

4 a

nd 5

of

the

deve

lopm

ent.

109

The

tab

les

belo

w s

umm

aris

es t

he d

etai

ls o

f ou

r pr

oper

ty u

nder

dev

elop

men

t, J-

Exp

o .

J-E

xpo

Fus

hou

Str

eet

Eas

t,1

Nov

embe

r 9,

771

65,8

90(1

)65

,890

35,6

0665

,890

(1)

100.

0%Ja

nuar

y 20

071H

2008

Yuan

ling

Str

eet

Nor

th20

46/

Com

mer

cial

bui

ldin

g co

mpr

isin

g re

tail

units

, of

fices

and

an

open

-air

carp

ark

Not

e:

(1)

As

at t

he L

ates

t P

ract

icab

le D

ate,

we

have

com

plet

ed c

onst

ruct

ion

of t

he b

uild

ing

conc

rete

fra

mew

ork

and

the

cons

truc

tion

will

be

com

plet

ed u

pon

the

nece

ssar

y ut

ilitie

s fit

tings

.

Est

imat

edC

om

ple

tio

nD

ate

Pro

ject

Co

mm

ence

men

tD

ate

Gro

up

’sef

fect

ive

equ

ity

inte

rest

GFA

Co

mp

lete

das

at

Lat

est

Pra

ctic

able

Dat

e (s

q m

)

Tota

l GFA

sold

(as

of

Lat

est

Pra

ctic

able

Dat

e) (

sq m

)

Tota

lsa

leab

le

GFA

(s

q m

)

Tota

l GFA

(sq

m)

Tota

l sit

ear

ea

(sq

m)

Dat

e o

f ex

pir

yo

f L

and

Use

Rig

hts

Lo

cati

on

/ Typ

e o

fd

evel

op

men

tN

ame

of

Pro

per

tyd

evel

op

men

t

110

Pro

per

ties

To

Be

Dev

elo

ped

In T

he

Nea

r F

utu

re

We

expe

ct t

o co

mm

ence

dev

elop

men

t of

Pha

se I

II o

f G

uolin

g S

hans

hui

by 1

H20

08.

Pha

se I

II o

f G

uolin

g S

hans

hui

is e

xpec

ted

toco

mpr

ise

of lo

w-r

ise

apar

tmen

ts,

tow

nhou

ses

and

com

mer

cial

uni

ts.

The

con

stru

ctio

n of

the

firs

t st

age

of P

hase

III,

whi

ch h

as a

pla

nned

GFA

app

roxi

mat

ely

of 8

0,00

0 sq

m o

ut o

f th

e to

tal e

stim

ated

GFA

of

appr

oxim

atel

y 24

5,00

0sq

m o

f th

e en

tire

Pha

se I

II, i

s ex

pect

ed t

o co

mm

ence

in

1H20

08.T

he p

roje

ct i

s ex

pect

ed t

o be

con

stru

cted

ove

r tw

o st

ages

, w

ith t

he s

econ

d st

age

havi

ng a

plan

ned

GFA

of

appr

oxim

atel

y 16

5,00

0 sq

m.T

he s

econ

d st

age

is t

o be

com

plet

ed b

y th

e en

d of

200

9.W

e ar

e cu

rren

tly a

t th

e pr

ojec

t co

ncep

tual

isat

ion

and

plan

ning

and

des

ign

stag

e.

The

tot

al s

ite a

rea

of P

hase

III

is a

ppro

xim

atel

y 17

4,00

0 sq

m.

Det

ails

of

our

Pha

se I

II pr

ojec

t ar

e se

t ou

t be

low

.

Pha

se I

IILu

chen

g S

tree

t N

orth

,

5 M

ay 2

047

174,

412

245,

000

100.

0%1H

2008

End

200

9 Z

heng

man

g R

oad

Wes

t / Lo

w-r

ise

apar

tmen

ts,

tow

nhou

ses

and

com

mer

cial

uni

ts

Est

imat

edC

om

ple

tio

nD

ate

Est

imat

edC

om

men

cem

ent

Dat

e

Gro

up

’sef

fect

ive

equ

ity

inte

rest

Pla

nn

ed G

FA

(sq

m)

Est

imat

edsi

te a

rea

(sq

m)

Dat

e o

f ex

pir

yo

f L

and

Use

Rig

hts

Lo

cati

on

/ Typ

e o

fd

evel

op

men

tN

ame

of

Pro

per

tyd

evel

op

men

t

111

Land Held For Future Development (2)

As at the Latest Practicable Date, the total site area of our land held for future developments isapproximately 1,406,880 sq m with an estimated aggregate GFA of 2.9 million sq m. These parcels ofland are located within Guoling Shanshui and our management expects this current landbankto be sufficient for at least seven years given our current pace of development.

Details of these parcels of land held for future development are set out below.

Group’s effective

Date of expiry of Estimated equityDevelopment Site Type of development Land Use Rights site area interest

(sq m) (%)

South of Mangshan District, Composite 15 December 2045 250,079 100.0Daliugou Reservior North-west

(1)

Guxing Town North, Jing-Guang Residential 15 December 2065 48,143 100.0 Railway West

Guxing Town North, Jing-Guang Residential 15 December 2065 25,377 100.0Railway West



West of Zheng Mang Road, Composite 5 May 2047 45,131 100.0South Bank of Yellow River

Zheng Mang Highway West, Composite 5 May 2047 97,595 100.0South Bank of Yellow River

(1)

Zheng Mang Highway West, Residential 5 May 2067 395 100.0South Bank of Yellow River


Zheng Mang Highway West, Residential 5 May 2067 12,000 100.0South Bank of Yellow River


(1)

112

Group’s effective

Date of expiry of Estimated equityDevelopment Site Type of development Land Use Rights site area interest

(sq m) (%)

Zheng Mang Highway West, Residential 5 May 2067 79,001 100.0South Bank of Yellow River

West of Zheng Mang Road, Residential 5 May 2067 17,635 100.0South Bank of Yellow River


Hucun Village, Guangwu Town, Residential 14 December 2065 213,852 100.0Xingyang City

(1)




Total 1,406,880

Notes:

(1) Part of these parcels of land were leased to Shanshui Golf Club (formerly known as Henan Sinian GolfClub ) for operation of a golf academy. The lease agreement expired on 31 December 2007 and wedid not extend the lease but will instead use the parcels of land for our future developments. For more details on the lease toShanshui Golf Club, please refer to the sections entitled “General Information on Our Group – History” and “GeneralInformation on Our Group – Properties Held for Investment” of this Prospectus.

(2) Further, we are also in the process of obtaining the land use rights to a parcel of approximately 560,000 sq m (835 ) ofland from the Land and Resources Bureau of Zhengzhou City , of which we have reached acompensation agreement with the local government. However, the acquisition of the aforesaid parcel of land is subject to(i) the conversion of the approved use of the aforesaid land from agricultural use to residential use; and (ii) the payment ofland premium and other prescribed fees and compliance with other applicable procedures as required under PRC laws.

113

PROPERTIES HELD FOR INVESTMENT

Our subsidiary, Zhengzhou Great View, owns the buildings and facilities of the Guoling Hotspring Hotel inGuoling Shanshui and the land on which it is situated. We have leased the Guoling HotspringHotel to an unrelated third party, Henan Guoling Hotspring Vacation Hotel Management Co., Ltd.

(“Guoling Management”) (formerly known as Henan SinianYingzhou Resort Hotel Management Co., Ltd ), to generate rentalreturns. The lease agreement was entered into on 1 July 2007 and will expire on 30 June 2010 (the“Hotel Lease Agreement”). Pursuant to the Hotel Lease Agreement, RMB350,000 is payable by GuolingManagement to Zhengzhou Great View monthly.

The Guoling Hotspring Hotel faces two lakes, has a total of 14 hotel villas which are in the process ofbeing converted into 157 guest rooms and has facilities such as exhibition and convention halls andmeeting rooms and four restaurants. The hotel guests are also allowed to use the sports facilities inGuoling Shanshui .

The aggregate net book value of the Guoling Hotspring Hotel as at 30 June 2007 amounted toapproximately RMB41.3 million and it has an aggregate GFA of approximately 10,886 sq m and a sitearea of 15,333 sq m.

In addition, our Group also leased a parcel of land within Guoling Shanshui with anaggregate site area of approximately 354,630 sq m to an unrelated third party, Shanshui Golf Club

(formerly known as Henan Sinian Golf Club ) (“ShanshuiGolf Club”), to operate a golf academy (the “Golf Academy”). The lease agreement was entered into on1 July 2005 and expired on 31 December 2007 (the “Golf Academy Lease Agreement”). Pursuant to theGolf Academy Lease Agreement, RMB4.24 million was payable by Shanshui Golf Club to ZhengzhouGreat View annually. Our Group did not extend the lease upon its expiry and will retain the land for futuredevelopments. For more details, please refer to the sections entitled “General Information on Our Group– History” and “General Information on Our Group – Land Held for Future Development” of thisProspectus.

The following are the details of our properties held for investment purposes:

Location Site Area GFA Lessee Use Period of Rent(sq m) (sq m) Lease (RMB’000)

Guoling Shanshui 15,333 10,886 Henan Guoling Hotspring Hotel From 1 July 2007 350 Vacation Hotel to 30 June 2010 per monthManagement Co., Ltd.

(formerly known as Henan Sinian Yingzhou Resort Hotel Management Co., Ltd

)

Guoling Shanshui 354,630 1,500 Shanshui Golf Club Golf From 1 July 2005 to 4,240academy 31 December 2007 per annum

(formerly known as Henan Sinian Golf Club

)

Apart from the Guoling Hotspring Hote, as mentioned in the section entitled “General Information on OurGroup – Properties Under Development” of this Prospectus, our Group also intends to retain ownershipof levels 4 and 5 of our J-Expo development upon its completion to lease to third partiesto generate rental proceeds.

SALES AND MARKETING

Our Group’s overall sales and marketing activities are carried out by our integrated property sales teamand our commercial property sales team which are both headed by our Sales Director, Liu Xuemei, whois also responsible for strategising our sales and marketing activities with the assistance of third partyprofessional marketing advisers. As at the Latest Practicable Date, our integrated property sales teamcomprises 22 permanent staff and our commercial property sales team comprises of 5 permanent staff.In addition, we typically employ contract staff who handle our sales activities at our commercial propertyshow flats. Such contracts usually last for three months and we will provide the relevant training to eachcontract staff. All our current sales staff are also located in Zhengzhou city but may be deployed to othercities whenever their services are required.

We also work together with real estate agencies in strategising and promoting the sale of units within ourJ-Expo development. We have sold a substantial portion of our units in J-Expo

through real estate agencies, which are paid commissions 2.5% of the total sale price.

Our developments are primarily targeted at middle and higher-income purchasers, investors and retailersand our sales and marketing team will focus on maintaining and developing our Group as a premiumbrand property developer. In addition, we advertise our development projects in local newspapers, overthe internet, and on the television and radio and carry out direct marketing such as mailing flyers totarget customers. We also put up promotional banners around our property developments and site areaswhich can be easily seen by the public. In addition, we set up on-site sales and reception centres withshowflats, where possible, on display for potential purchasers’ visit and evaluation and sample units atoff-site promotional centres.

In future, when we expand our business operations to other PRC cities, we intend to establish our“CentraLand ” brand name through extensive public relation activities in these cities. Forexample, we may arrange for press conference during the execution of the relevant land acquisitionagreements, invite internationally acclaimed architects or designers to hold design forums and advertisein the local media persistently. We can also arrange for potential customers in these new cities to makeexploratory trips and visit our Group’s completed projects for them to witness the quality of our finishedproduct.

RESEARCH AND DEVELOPMENT

Our Group’s nature of business does not require us to carry out extensive research and developmentand we have not carried out any significant research and development for the past three financial years.However, in order to ensure that we remain competitive, we review our internal processes and constantlykeep abreast of new concepts and trends relevant to the industry, so as to improve our propertydevelopment processes.

STAFF TRAINING POLICY

We believe that our employees are key to the growth of our Group. As such, we believe in training andequipping our staff to ensure they stay competent and relevant in their respective areas of work. Thereare 5 main avenues in which our staff may obtain the necessary training or exposure:

(i) Attend our Group’s in-house orientation and training programme to allow our staff to betterunderstand our Group’s background, culture and/or policies and our various property projects;

(ii) Attend short-term external trainings and seminars organised by relevant institutions;

(iii) Secondment to different departments within our Group for a period of one to six months;

(iv) Further studies by taking up relevant courses in which case, we have programmes in place toallow them to take no-pay leave or work part-time and in certain circumstances, our Group mayprovide subsidies for their course fees; and

(v) Study trips to other cities in the PRC to enable our management and specialised employees toinspect and survey quality property developments in these cities.

The amount of expenditures incurred for staff training for the last three financial years ended 31 December2006 and up to the Latest Practicable Date as a percentage of our revenue was insignificant.

114

INTELLECTUAL PROPERTY

Our business or profitability is not dependent on any intellectual property, such as trade marks, patent,patent rights, licences and processes or other intangible assets. We have not paid or received royalties forany licence or use of any intellectual property.

Our subsidiary, Zhengzhou Great View, had filed applications for the following trademarks to be registeredin the PRC, and as at the Latest Practicable Date, the registration of such trademarks is still pending:

Trademark Application No. Class Application Date

6302264 35 28 September 2007

6302276 35 28 September 2007

6302279 35 28 September 2007

6302282 36 28 September 2007

6302283 36 28 September 2007

6302285 36 28 September 2007

6305303 37 29 September 2007

6305305 37 29 September 2007

6305308 37 29 September 2007

6305311 37 29 September 2007

6305313 37 29 September 2007

6305315 37 29 September 2007

6305317 37 29 September 2007

6305374 35 29 September 2007

6307224 35 30 September 2007

6307228 35 30 September 2007

6307249 35 30 September 2007

6307274 36 30 September 2007

6307276 36 30 September 2007

6307278 36 30 September 2007

6307280 36 30 September 2007

115


6310265 43 8 October 2007

6310266 42 8 October 2007

6311914 44 8 October 2007

6311915 43 8 October 2007

6311916 42 8 October 2007

6311917 41 8 October 2007

6311918 40 8 October 2007

6311919 39 8 October 2007

6311920 38 8 October 2007

6311921 43 8 October 2007

6311922 42 8 October 2007

6311923 19 8 October 2007

6311935 43 8 October 2007

6311936 42 8 October 2007

6311937 43 8 October 2007

6311938 42 8 October 2007

6311939 44 8 October 2007

6311940 43 8 October 2007

6311941 41 8 October 2007

6311942 40 8 October 2007

6311943 39 8 October 2007

6311952 42 8 October 2007

6311954 38 8 October 2007

6311955 19 8 October 2007

116


6311956 44 8 October 2007

6311957 43 8 October 2007

6311958 41 8 October 2007

6311959 40 8 October 2007

6311960 39 8 October 2007

6311961 38 8 October 2007

6311962 19 8 October 2007

6311963 42 8 October 2007

Our subsidiary, Henan Jinzhi, had filed applications for the following trademarks to be registered in thePRC, and as at the Latest Practicable Date, the requisition of such trademarks is still pending:


5988195 45 9 April 2007

5988196 43 9 April 2007

5988198 41 9 April 2007

5988199 39 9 April 2007

5988200 37 9 April 2007

5988201 36 9 April 2007

5988202 35 9 April 2007

5988203 19 9 April 2007

5988204 16 9 April 2007

5988197 42 9 April 2007

6311944 44 8 October 2007

117


6311945 43 8 October 2007

6311946 42 8 October 2007

6311947 41 8 October 2007

6311948 40 8 October 2007

6311949 39 8 October 2007

6311950 38 8 October 2007

6311953 19 8 October 2007

6307255 35 30 September 2007

6307261 36 30 September 2007

6307267 37 30 September 2007

MAJOR CONTRACTORS

The following table sets forth our contractors accounting for 5% or more of our total construction costs foreach of the Periods Under Review:

Percentage of total construction costs (%)

Contractors FY2004 FY2005 FY2006 1H2007

The Fourth Construction Company of ChinaConstruction Seventh Engineering Bureau – 41.1 37.6 38.4

Henan Huachen Construction Co., Ltd – – 16.2 17.3

Henan Provincial No.5 Construction – – 6.9 6.3Engineering Co., Ltd.

Our construction work is typically contracted out to independent construction companies selected througha tender process for each property development.

Generally, our contracts with our contractors will stipulate a schedule of progress payments. Typically, wewill make payment within two weeks upon the receipt of invoice, subject to the satisfactory inspection ofthe completed works by our engineers.

None of our Directors or Substantial Shareholders or any of their associates is related to or has anyinterest, direct or indirect in our major contractors listed above. We have no arrangements orunderstandings with any of our major contractors pursuant to which any of our Directors or ExecutiveOfficers was selected as a Director or Executive Officer.

118

MAJOR CUSTOMERS

None of our customers accounted for 5% or more of our revenue in each of the Periods Under Review.We are not dependent on any of our customers.

We have no arrangements or understandings with any of our customers pursuant to which any of ourDirectors or Executive Officers was selected as a Director or Executive Officer of our Company.

Our business or profitability is not materially dependent on any industrial, commercial or financial contract(including a contract with a customer or supplier).

For more information on the acquisition of our Group’s property developments by our Directors, ExecutiveOfficers or Substantial Shareholders or their associates, please refer to the section entitled “InterestedPerson Transactions” of this Prospectus.

CREDIT MANAGEMENT

Purchasers may pay for their purchases of our Group’s property by way of a lump sum payment orthrough partial payments coupled with mortgage financing. In the event that our purchasers purchase theproperty through partial payments coupled with mortgage financing, they are required to make upfrontpayments of not less than 30.0% of the property sale price at the time of entering into the sale andpurchase contracts and the remaining balance before the delivery of property to the purchasers.

Save as disclosed below, during the Relevant Period, we have been able to receive the remainingbalance within two months from the signing of the sale and purchase property contracts on thedisbursement by the lending financial institutions, upon their processing of the mortgage loanapplications. In October 2006, we had delivered two properties to their respective purchasers prior to thereceipt of the remaining balance of the purchase considerations which resulted in an account receivableof approximately RMB4.5 million as 31 December 2006. The delay in recept of the aforesaid remainingbalance was a result of the delay in the purchasers obtaining the necessary mortgage financing due toan administrative oversight on our part in providing the necessary documentations to the lending financialinstitutions to process the mortgage financing. By January 2007, we have received all the remainingbalance of RMB4.5 million.

The collection of outstanding purchase consideration or debts is closely monitored by our accountsdepartment.

SEASONALITY

For each of the Periods Under Review, we did not experience any significant seasonal trends. OurDirectors believe that there is no apparent seasonality factor affecting the property development industryand our Group’s business is not affected by any seasonality factor.

COMPETITION

We operate in a competitive environment and we are subject to competition from existing competitors andnew market entrants in the future. We believe that the high-end residential property development marketis capital intensive and requires specialised industry knowledge. We believe that our major competitors inthe development of high-end residential properties in Zhengzhou city are Jianye Residential Group(China) Co., Ltd and Henan Xinyuan Real Estate Co., Ltd.

. Our competitor in the development of commercial properties in Zhengzhou cityis believed to be Henan Datang Real Estate Co., Ltd. . Apart from thesecompetitors, other competitors may also emerge in the cities that we operate in future.

We believe that the principal competitive factors influencing the property development industry generallyand in the Zhengzhou city where we operate include the experience and capabilities of the managementteam, the concept of the projects, the quality, workmanship and exquisivity and variety of designs of theprojects, the location of the properties, the marketing strategies adopted by the developers, the timing ofthe launch of the property projects and the pricing scheme adopted by the developers.

119

As a premium brand property developer of residential and commercial properties in Zhengzhou city, wecompete by continually strengthening our brand name and market position, ensuring that we acquiresuitably attractive sites for development, maintaining a short development cycle in order to achieve capitalefficiency and identifying market trends to meet the demands of our customers. Even though we operatein a highly competitive environment, we believe that our competitive advantages will distinguish us fromour competition.

COMPETITIVE STRENGTHS

We believe that competition in our businesses is largely based on, amongst others, quality, price, productrange, customer service and delivery capability.

We have identified the following key competitive strengths that contribute to our ability to compete in ourbusinesses:

Premium Brand Property Developer in Zhengzhou City Focused on the Development ofResidential and Commercial Properties

We believe we are a premium brand property developer, focused on developing residential andcommercial properties targeted at middle and higher-income purchasers, with an emphasis on qualitydesigns, materials, finishings and construction through collaboration with leading architects, designersand contractors. Our design teams are responsible for the development of the new designs for ourproperty development projects and we engaged the internationally acclaimed interior designer, theWerkhart International Group, for the interior design of Guoling Shanshui and may continue toengage internationally acclaimed designers for our future projects. Our designs and planning conceptsare carefully catered to meet the needs of our target customers, and are novel and innovative.

We believe that our reputation as a developer of high-end residential properties contribute to the valueappreciation of our properties. We typically develop and sell our properties in multiple phases with theaverage sale prices increasing with each subsequent phase. Our experience and ability to developresidential properties, as well as the recognition accorded to us by the property industry and buyers alike,enable us to market our properties at a premium.

The numerous awards and certificates awarded to us by various governmental agencies in the PRC andindependent accrediting bodies reflect the public recognition we have gained for the high qualitystandards of our operations and construction. These distinctions enable us to command a strong marketpresence in Zhengzhou city where our properties are located and have been instrumental in establishingour brand name as one associated with quality and innovative developments.

Land Banks and Properties under Development Located in Good Locations

We are able to identify and acquire land at good locations in Zhengzhou city. Guoling Shanshuiis located in a suburban area, away from the city centre and surrounded by scenic views,

while our commercial property, J-Expo , is located at the centre of Zhengzhou city, withinwalking distance to Zhengzhou Railway Station and Zhengzhou Long Distance Central BusStation and in the vicinity of the commercial centre.

Experienced and Established Management Team

We are led by an experienced and established management team which has relevant and diverseexperience in the property development industry. Our Executive Director and Chief Operating Officer,Wang Jian, and our Sales Director, Liu Xuemei, have an aggregate of almost 20 years in the propertydevelopment industry. Our Sales Director, Liu Xuemei, has various personal awards and was named anoutstanding individual in the property industry in central PRC. Further, our management team is led byYan Tao who has vast entrepreneurial experience and is an accomplished businessman with strongmanagerial and networking skills.

120

Our management team has established good working relationships with our business partners,contractors and government authorities in the PRC. We believe our management’s acumen andunderstanding of the PRC market trends, especially in Zhengzhou city, have helped us identify significantdevelopment opportunities in Zhengzhou city, enabling us to acquire sites at reasonable prices, therebyallowing us to benefit from the rapid market growth and leading us to continued success.

Strong Sales and Marketing Capabilities

We have a dedicated sales and marketing team which is lead by our Sales Director, Liu Xuemei, and itcomprises 27 experienced sales and marketing employees. We adopt various effective approaches toincrease our sales, including advertising our development projects in local newspapers, over the internet,and on the television and radio and carry out direct marketing such as mailing flyers to target customers.We also put up promotional banners and billboards around our property developments and site areaswhich can be easily seen by the public. In addition, we set up on-site sales and reception centres withshowflats, where possible, on display for potential purchasers’ visit and evaluation and sample units at off-site promotional centres.

AWARDS AND CERTIFICATES

Over the years, our Group has been accorded a number of certificates and prestigious awards as set outbelow:

Date Awards and Certifications Awarding Authority/Accrediting Body

March 2005 Top Ten Design Award Xinhua News Agency awarded to Guoling Shanshui and Residential Magazine

June 2005 China Innovation Model Project Global Real Estate Institute awarded to Guoling Shanshui , National

Association of Realtors USA , Science &

Technology Committee, Ministry ofConstruction ,Technology Development Center, Ministry of Construction

, Urban Development Committee of China Real Estate Association China Construction – China Property

20 August 2005 Guoling Shanshui was given LivComspecial mention for the following awards:(i) The Nomination Award of The LivComAward, (ii) The China LivCom ProjectAward and (iii) The EnvironmentalCreation and Preservation Project Award

24 November 2005 2005 China Top 10 Luxury Flats Chinese Real Estate and Housingawarded to Guoling Shanshui Research Association, Ministry of

Construction

January 2007 2006 Central Plain Top Properties China Real Estate Union of awarded to Zhengzhou Mainstream Media

Great View , China Housing Communication Union of Mainstream Media , Henan Press Media Union – Rivers Newspaper

121

Date Awards and Certifications Awarding Authority/Accrediting Body

5 February 2007 Henan Province “Green Community” Henan Province EnvironmentalAward awarded Protection Bureau to Guoling Shanshui

27 March 2007 Qualification Certificate for Real Estate Henan Provincial Construction OfficeDevelopment Enterprise

No. 41013405 granted to Henan Jinzhi

June 2007 Leading Community in National Green State Environmental ProtectionCommunity Creation Activity Administration

awarded to Guoling Shanshui

11 July 2007 Qualification Certificate for Real Estate Henan Provincial Construction OfficeDevelopment Enterprise

No. 41016452 granted to ZhengzhouGreat View

2007 International Heritage Award Oriental Today Newspaper awarded to Guoling Shanshui

2007 Top 10 Property Enterprises of Central Oriental Today NewspaperPlain for Year 2006

awarded to Zhengzhou Great View

LICENCES, PERMITS, APPROVALS AND GOVERNMENT REGULATIONS

Save as disclosed below, as at the Latest Practicable Date, we have obtained all the necessary businesspermits, licences, certificates and approvals for our business operations in the PRC and we are incompliance with all applicable PRC laws and regulations which are material to our business operations. Inparticular, Zhengzhou Great View has obtained a Qualification Certificate for Real Estate DevelopmentEnterprise with which, it is qualified to undertake real estate developmentprojects with an individual GFA of up to 250,000 sq m, subject to renewal after 31 March 2009 andHenan Jinzhi has obtained a Qualification Certificate for Real Estate Development Enterprise

with which, it is qualified to undertake real estate development projects withan individual GFA of up to 100,000 sq m, subject to renewal after 31 March 2008. Such qualificationcertificates are subject to annual review by the relevant authority.

In accordance with the Administration Rules on the Qualifications of Real Estate DevelopmentEnterprises promulgated by the Ministry of Construction of PRC

on 29 March 2000, Zhengzhou Great View and Henan Jinzhi have to satisfyvarious requirements to obtain a renewal of their respective Qualification Certificates for Real EstateDevelopment Enterprise . Some of these requirements include:

(i) Zhengzhou Great View and Henan Jinzhi should maintain at least 20 and 5 administrativeprofessionals respectively who are duly qualified in architecture, finance, real estate developmentor economics in their respective employment and at least 3 of the aforesaid professionals shouldbe qualified full-time accounting professionals;

(ii) They should not have a history of material accidents resulting from the quality (or lack of) of itsconstruction works; and

(iii) They should maintain a quality guarantee system and provide purchasers with the ResidentialBuildings Quality Guarantee Manual and Residential Buildings Users Manual

.

Further, as Zhengzhou Great View has obtained the Qualification Certificate for Real Estate DevelopmentEnterprise with a larger GFA, it is to ensure, amongst others, that it hascompleted development of at least 150,000 sq m of GFA in the three years prior to the application forrenewal.

122

Henan Jinzhi is in the process of gathering all relevant documents for the renewal application of itsqualification certificate and we expect to submit the renewal application by the end of January 2008.

Based on the confirmations provided by the Henan Provincial Construction Office thatZhengzhou Great View and Henan Jinzhi are in compliance with all the necessary requirements of theirqualification certificates and had not committed any violation of PRC laws which could lead to thewithdrawal of their qualification certificates, our Group’s PRC legal counsel, Jingtian & Gongcheng, are ofthe view that there will be no legal obstacle for Zhengzhou Great View and Henan Jinzhi to pass theannual examination of its real estate development qualification and to renew their respective QualificationCertificates for Real Estate Development Enterprise so long as they remain incompliance of and do not violate PRC laws.

In addition, we have obtained the following key permits for each of our completed properties andproperties under development and will have to apply for the same for each of our future propertydevelopment projects:

(i) Permit for Construction Land Use Planning ;

(ii) Permit for Construction Project Planning ;

(iii) Permit for Commencement of Construction ; and

(iv) Permit for Pre-sale of Commodity Buildings .

A summary of the relevant PRC laws and regulations relevant to our Group is set out in Appendix G ofthis Prospectus.

Stop work order and fine of Zhengzhou Great View

Zhengzhou Great View had commenced construction on approximately 130,000 sq m of a560,000 sq m parcel of land before it obtained the necessary land use rights. As a result,Zhengzhou Great View was issued a stop work order on 18 March 2006 by the Land and ResourcesInspection Team of Zhengzhou City and was imposed a penalty ofRMB230,000. For more information on the aforesaid parcel of land, please refer to the section entitled“General Information on Our Group – Business Overview” of this Prospectus.

Zhengzhou Great View had on 17 April 2006 paid the penalty in full and there has not been any furtheraction by the said authority. Construction works on the said land have been put on hold until the requisiteland use rights have been obtained. We believe that this is an isolated case and going forward, suchincidents should not occur again.

Regulation on the mergers and acquisition of domestic enterprises by foreign investors

On 8 August 2006, six PRC regulatory agencies, including the Ministry of Commerce of the PRC and theChina Securities Regulatory Commission (“CSRC”), promulgated a new regulation with respect to themergers and acquisitions of domestic enterprises by foreign investors (the “M&A Regulation”) thatbecame effective on 8 September 2006. Article 40 of the M&A Regulation (“Article 40”) requires that anoffshore special purpose vehicle (“SPV”) formed for listing purposes and controlled directly or indirectly byPRC companies or individuals, such as our Company, shall obtain the approval of the CSRC prior to thelisting and trading of such SPV’s securities on an overseas stock exchange. On 21 September 2006, theCSRC published on its official website procedures specifying documents and materials required to besubmitted to it by SPVs seeking CSRC approval of their overseas listings.

Based on its understanding of current PRC laws, regulations and rules and the procedures announced on21 September 2006 and its consultation with the CSRC, our Group’s PRC legal counsel, Jingtian &Gongcheng, has advised us that the Invitation and the Listing do not require CSRC approval because theacquisition of the 80.0% equity interest in Zhengzhou Great View by Everwell was completed before8 September 2006, the effective date of the M&A Regulation, whilst the acquisition of the remaining20.0% equity interest in Zhengzhou Great View by Everwell does not fall within the ambit of the M&ARegulation.

123

INSURANCE

There are no mandatory requirements in the PRC laws, regulations and government rules which requirea property developer to take out insurance policies for its real estate developments or which areapplicable to our Group apart from motor vehicle insurance, pension, unemployment and medicalinsurance for our employees which our Group has purchased accordingly. However, we maintaininsurance for destruction of or damage to all our buildings and facilites within Guoling Shanshui

, whether leased or completed and pending delivery.

We currently do not maintain insurance coverage over our commercial property under development,J-Expo . Upon the completion of the construction of J-Expo , we intendto maintain insurance for the destruction of or damage to the unsold properties and the propertiesretained to general rental proceeds in J-Expo .

We believe that our mode of operation is in line with conventional practice in the PRC propertydevelopment industry and are of the opinion that these insurance policies are adequate for our businessand operations, and will review our insurance coverage annually.

ENVIRONMENT AND SAFETY FEATURES

We are subject to PRC national and local environmental laws and regulations governing air pollution,noise emissions, water and waste discharge and other environmental matters. Major environmental lawsand regulations to which we are subject include the Regulations on the Administration of EnvironmentalProtection of Construction Project , the Procedures on the Administration ofEnvironmental Protection of Construction Projects and the Provisions onthe Inspection and Acceptance of Environmental Protection of Construction Projects

.

Our property developments are required to undergo environmental assessments and we must submitenvironmental impact study reports to the relevant government authorities before approval is granted forthe development of the property. The environmental impact study reports include various standards andprocedures that we must comply with during the compliance period of each of our projects. Uponcompletion of a property development, the government authorities will inspect the site to ensure ourcompliance with applicable environmental standards. The inspection report is presented together withother specified documents to the local construction administration authorities for their record.

Our project development department is in charge of coordinating the preparation of the environmentalimpact study reports by qualified environmental assessment agencies and the governmental inspectionand acceptance by the relevant government authorities.

We have developed our own sewage and environmental protection system for Guoling Shanshui. In this regard, we have obtained the Registration Certificate of Pollutant Discharge

from the Zhengzhou Municipal Environmental Protection Bureau which is valid from July 2007 to July 2008 and the renewal of such certificate is subject to

annual review by the Zhengzhou Municipal Environmental Protection Bureau .

There has not been any major accident at any construction site operated by us since our establishment.To the best of our Directors’ knowledge, we have complied with applicable environmental laws andregulations and have not breached any applicable environmental laws or regulations since ourestablishment.

PROSPECTS

Our Directors believe that we will continue to enjoy growth in the residential and commercial propertyindustry in Zhengzhou city over the next few years for the following reasons:

Increase investment in real estate developments – based on the Zhengzhou Municipal NationalEconomic and Social Development Statistical Gazette for 2006

(1), the total investment in real estate developments in Zhengzhou city amounted toRMB22.99 billion in 2006. This is 36.8% higher than in 2005.

124

Growth in population in Zhengzhou city – according to the Zhengzhou Statistical Yearbook 2007(2), Zhengzhou city’s population was 708 million in 2004 and has reached 724

million in 2006.

Increase purchasing power for real estate in Zhengzhou city – the rapid growth of the economy inZhengzhou city has resulted in a significant improvement in living standards. According to theZhengzhou Statistical Yearbook 2007 (2), the disposal income per capita ofurban residents in the Zhengzhou city has increased from RMB9,667 in 2004 to RMB12,187 in2006.

Notes:

(1) The Zhengzhou Statistics Bureau , which published the Zhengzhou Municipal National Economic and SocialDevelopment Statistical Gazette for 2006 has not consented to the inclusion ofthis statement, table or compilation, as the case may be, for the purposes of Section 249 of the Securities and Futures Actand is thereby not liable for this statement under Sections 253 and 254 of the Securities and Futures Act. The Directors havenot verified the accuracy of the contents of this statement/data. The Directors have included this statement, table orcompilation, as the case may be, in its proper form and context in this Prospectus. Our Directors are not aware of anydisclaimers made by Zhengzhou Statistics Bureau , which published the Zhengzhou Municipal NationalEconomic and Social Development Statistical Gazette for 2006 in relation to thereliance on the contents of the statement, table or compilation, as the case may be.

(2) The Zhengzhou Statistics Bureau , which compiled the Zhengzhou Statistical Yearbook 2007 has not consented to the inclusion of this statement, table or compilation, as the case may be, for the purposes of

Section 249 of the Securities and Futures Act and is thereby not liable for this statement under Sections 253 and 254 of theSecurities and Futures Act. The Directors have not verified the accuracy of the contents of this statement/data. The Directorshave included this statement, table or compilation, as the case may be, in its proper form and context in this Prospectus. OurDirectors are not aware of any disclaimers made by the Zhengzhou Statistics Bureau , which compiled theZhengzhou Statistical Yearbook 2007 in relation to the reliance on the contents of the statement, table orcompilation, as the case may be.

We believe in maintaining a sizeable land bank for future growth and have accumulated approximately1,406,880 sq m of site area, with an estimated aggregate GFA of 2.9 million sq of land for futuredevelopment which we expect to be sufficient for at least next seven years given our current pace ofdevelopment. Our Directors are of the opinion that we will be able to successfully acquire suitable sites forfuture developments.

Accordingly, our Directors believe that there will continue to be strong demand for residential andcommercial properties like ours and our Group is adequately positioned to benefit from the strong demandand as such, our Directors are confident of our Group’s prospects.

Trend Information of our Group

Commencing 1 January 2007 and up to the Latest Practicable Date, we have sold (including unitscontracted for sale but pending formal assignment and delivery):

- Phase I, Mufu : 14 residential units for an aggregate consideration of RMB2.9 million. Theaverage selling price was RMB2,391 per sq m. As at the Latest Practicable Date, there were25 residential units unsold.

- Phase I, Yongfu : 14 residential units for an aggregate consideration of RMB34.4 million. Theaverage selling price was RMB8,646 per sq m. As at the Latest Practicable Date, there was1 residential unit unsold.

- Phase II, Huguang Shanse : 330 residential units for an aggregate consideration ofRMB148.6 million. The average selling price was RMB4,159 per sq m. As at the Latest PracticableDate, there were 56 residential units and 11 commercial units unsold.

- Phase II, Xinyu Lanwan : 134 residential units for an aggregate consideration of RMB77.5million. The average selling price was RMB4,929 per sq m. As at the Latest Practicable Date, therewere 39 residential units unsold.

- J-Expo : 67 office units and 1,618 retail units for an aggregate consideration of RMB23.3 million andRMB535.9 million, respectively. The average selling price was RMB6,053 per sq m and RMB16,872per sq m, respectively. As at the Latest Practicable Date, there were 125 office units and 174 retailunits unsold. We are retaining 768 retail units for lease to third parties. The construction of the projectwill be completed in 1H2008 and the units sold will be ready for delivery thereafter.

125

Our management observed that the average selling prices of our residential and commercial projectshave been increasing generally and believe that such trend should at least maintain for the currentfinancial year.

Going forward, our management expects that the costs of property development will increase in theforeseeable future, due to high demand for building materials arising from rapid urbanisation. Besides, anupward trend in the interest rates resulting from the implementation of further monetary policies to tightenthe grant of loans for property developments to prevent overheating, is expected.

Further, pursuant to the PRC Enterprise Tax Law enacted by the NationalPeople’s Congress on 16 March 2007, the enterprise income tax rates for both domestic and foreignenterprise are unified at 25.0% with effect from 1 January 2008. This is a decrease from the enterpriseincome tax rate of 33.0% which was previously applicable to our subsidiaries, Zhengzhou Great View andHenan Jinzhi. As the implementation measures on the transitional policy of preferential tax rate have notbeen announced by the relevant government authorities, we are unable to meaningfully estimate thefinancial impact of the new tax law to our Group.

Save as disclosed above and in the sections entitled “Risk Factors”, “Management’s Discussion andAnalysis of Financial Conditions and Results of Operations”, “Introduction to Zhengzhou City”, “GeneralInformation on Our Group — Our Property Developments” and “General Information on Our Group —Prospects” of this Prospectus respectively, and barring any unforeseen circumstances, our Directors arenot aware of any other trends in constructions, sales and inventory, contract values or other knowntrends, uncertainties, demands, commitments, or events that are reasonably likely to have a material andadverse effect on our revenue, profitability, liquidity or capital resources, or that would cause financialinformation disclosed in this Prospectus to be not necessarily indicative of our future operating results orfinancial condition.

Please also refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” of thisProspectus.

Order Books

Due to the nature of our business and as our properties are not built to order, we do not have orderbooks.


Our goal is to strengthen our position as one of the leading property developers in central PRC. Toachieve our goal, we plan to adopt the following strategies to drive our future growth and increaseshareholder value.

Our future plans for the growth and expansion of our businesses are described below:

Continue to Focus on Development of Residential and Commercial Property Projects

We intend to maintain our core business focus on the development of residential and commercialproperties to leverage on our industry experience, market knowledge and reputation as a premiumproperty developer. We believe our strategy of focusing on the development of both residential andcommercial properties will mitigate the risk of over-reliance on purely residential developments.

Establish Public Recognition as a Premium Brand Property Developer

Through the provision of after-sales services, sales and marketing, focusing on quality and innovativeproperty developments and conducting market research and analysis, we intend to focus on building ourbrand name and promote our integrated property developments. We will also prudently look intodiversifying our products portfolio by responding to changing market conditions and customer preferenceswhile continuing to use innovative concepts and creative designs, with emphasis on quality workmanship,interior design and integrated landscaping to meet the demands of our target middle and higher-incomecustomers.

126

Maintain a Sufficient Project Pipeline Through Acquisitions, Joint Ventures or Business Alliances

We have a current residential land bank of approximately of 1,406,880 sq m, with an estimated aggregateGFA of 2.9 million sq m and have we intend to continue to acquire new and suitable land in Zhengzhoucity, and where opportunity arises, other cities in the central part of PRC, to support our Group’scontinuous growth potential. We will actively seek such opportunities through the direct acquisition of landand may also do so indirectly through acquisition of companies which own the land that is of interest tous, or through joint ventures or business alliances with such companies to jointly develop land. We believethat such a strategy will provide an efficient and effective means for us to add to our portfolio of propertydevelopments and expand our revenues base.

Continue to Focus On Zhengzhou City and to Explore New Geographical Areas

We are one of the leading residential property developers in Zhengzhou city and have acquired the entireinterest of Henan Jinzhi, which is a commercial property developer. We select the sites for our projectsvery carefully and strategically, and we intend to use our existing geographical advantage in Zhengzhoucity to continue expanding our existing land bank and to consider expansion into new geographical areasin the central part of the PRC, including the following provinces: Henan, Shaanxi, Hubei, Hunan, Jiangxiand Anhui. We believe this will help reduce our exposure to market fluctuations in any particular regionalmarket in the PRC.

We will continue to focus on the Zhengzhou city region and leverage our reputation as a premium brandproperty developer to ensure our sustained development. Apart from Zhengzhou city, we will also lookinto expanding our presence in central part of the PRC which are undergoing increasing urbanisationwhere we believe there is a growing demand for premium brand properties and with a view to capitaliseon the growth potential of the property markets in such cities and to drive our expansion plans in thefuture.

Promote Effective Management

We intend to actively recruit quality managers with good track records and professionals with relevant andnecessary experience. This will facilitate the strengthening of our relationships with contractors anddesigners and ensure comprehensive development plans, designs and project management of ourdevelopment projects. We intend to study and adopt successful management models and to train ourmanagers and staff to be service-oriented to increase our competitiveness.

127

DIRECTORS, MANAGEMENT AND STAFF

MANAGEMENT REPORTING STRUCTURE

Chief Executive OfficerYan Tao

Board of Directors

Chief Operating OfficerWang Jian

Finance DirectorWang Zhimin

Chief Agricultural and

EngineeringOfficer

Li Xiaowei

Chief Project Planning and Development

Officer Cui Yudong

Chief HumanResource andAdministrative

OfficerDing Gang

Sales DirectorLiu Xuemei

Financial Controller and Joint Company

Secretary Ho Hin Yip

128

DIRECTORS

Our Board of Directors is entrusted with the responsibility for the overall management of our Group. OurDirectors’ particulars are listed below:

Name Age Address Principal Occupation

Li Wei 39 Non-Executive Chairman

Yan Tao 39 Executive Director and ChiefExecutive Officer

Wang Jian 46 Executive Director and ChiefOperating Officer

Wang Zhimin 39 Finance Director

Liu Xuemei 35 Sales Director

Tan Siok Sing 53 45 Greenfield Drive, Singapore 457945 Businessman

Tan Siok Chin 37 41 Ewe Boon Road #04-43, Singapore 259335 Advocate & Solicitor

Li Danny Fui Lung 54 Certified Public Accountant

Information on the business and working experience of our Directors is set out below:

Li Wei

Li Wei is our Non-Executive Chairman and is responsible for overseeing the business direction anddevelopment of our Group. Li Wei started his career in July 1990 at Henan Bureau of Quality andTechnical Supervision , a government unit in Henan Province for the inspectionof the product quality of local manufacturers, and was responsible for the marketing of this governmentunit until May 1995. From June 1995 to August 1999, Li Wei was appointed chairman of Henan ProvinceTianlong Industrial Co., Ltd , a company engaged in the trading and sale ofice-cream products, and concurrently, from June 1997 to December 2001, he was appointed legalrepresentative and executive director of Henan Synear Frozen Food Co., Ltd.

a company engaged in the manufacture and sale of frozen food products. Upon the incorporationof Henan Synear Food Joint Stock Co., Ltd. in December 2001, he wasappointed as its legal representative and executive director responsible for planning its business directionand development until April 2006. Since September 2005, Li Wei was also appointed director ofZhengzhou Synear Food Co., Ltd , a company engaged in the manufacture andsale of frozen food and ice-cream products, and was responsible for the planning of business directionand development of the group. He was also the legal representative and executive director of oursubsidiary, Zhengzhou Great View until 2006. Li Wei was appointed the director of our Group companies,Everwell and Piaget on 18 December 2002 and 28 September 2006 respectively. When Synear FoodHoldings Limited, a company listed on the mainboard of the SGX-ST, was incorporated on 23 February2006, Li Wei was appointed its director and the executive chairman of the group, responsible for theplanning of the business direction and development of the group. Li Wei graduated from ZhengzhouUniversity in 1990 with a degree in journalism.

Flat 15A, Yee Ga Court, 62 Bonham Road,Hong Kong

Block 51, 94 Guanchen Street West, GuanchenDistrict, Zhengzhou City, Henan Province, PRC

140 Zhongyuan Road, Puyang City, HenanProvince, PRC

Block 1, 86 South Bank of Yellow River, HuijiDistrict, Zhengzhou City, Henan Province, PRC

Room 7, Building No. 5, 2 Huanghe Road, JinshuiDistrict, Zhengzhou City, Henan Province, PRC

Room 16, Building No. 7, 71 Weilai Avenue, JinshuiDistrict, Zhengzhou City, Henan Province, PRC

129

Yan Tao

Yan Tao is our Executive Director and Chief Executive Officer and is responsible for overseeing theoverall business direction and development of our Group. Yan Tao started his career in October 1991 atZhengzhou City Jinshui District Sanitary and Anti-epidemic Station as atrainee until March 1995. Thereafter in March 1995, Yan Tao joined Zhengzhou City Bafang HeshengElectrical Co., Ltd. as a sales manager. From March 1995 to December 2000,he undertook various positions within Zhengzhou City Bafang Hesheng Electrical Co., Ltd.

and became its general manager, responsible for overseeing the overalloperations of the company. He was also appointed as the company’s legal representative between March1999 and December 2000. Subsequently, in January 2001 to October 2006, Yan Tao joined HenanProvince Bafang Hesheng Electrical Co., Ltd. as its general manager andwas responsible for overseeing the overall operations of the company. From February 2003 to July 2007,he was appointed as the legal representative of the company. In April 2005 to August 2007, Yan Tao wasappointed by Luoyang City Bafang Zaoyue Electrical Co., Ltd. as thelegal representative and executive director of the company and was responsible for overseeing thecompany’s overall operations. In October 2006, Yan Tao was appointed as the chief executive officer ofour subsidiary, Zhengzhou Great View, and was responsible for overseeing its overall operations. Uponthe acquisition of Henan Jinzhi by Zhengzhou Great View in September 2007, Yan Tao was alsoappointed the executive director of Henan Jinzhi. Pursuant to the Restructuring Exercise, Yan Tao wasappointed as the Chief Executive Officer of our Group. Yan Tao obtained his diploma in radiology fromHenan Medical University in 1988.

Wang Jian

Wang Jian is our Executive Director and Chief Operating Officer and is responsible for overseeing theoverall operations of our Group. From February 1987 to September 1999, Wang Jian was the assistantforeman of Henan Suji Joint-Stock Co., Ltd. , a company engaged in machinerymanufacturing, and was assisting in the production operations. Thereafter, he joined Zhongfu (Group)International Co., Ltd. , a property development company, as their generalmanager from September 1999 to October 2003 and was overseeing the overall operations of thecompany. From August 2004 to April 2007, Wang Jian was the legal representative of Henan ShanshuiProperty Management Co., Ltd. . Concurrently, from August 2005 to June2007, he was the legal representative of Henan Guoling Hotspring Vacation Management Co., Ltd.

(formerly known as Henan Sinian Yingzhou Resort Hotel ManagementCo., Ltd ). In October 2003, Wang Jian was appointed by oursubsidiary, Zhengzhou Great View, as the general manager and was responsible for overseeing theoverall operations of Zhengzhou Great View. Pursuant to the Restructuring Exercise, Wang Jian wasappointed as the Executive Director and Chief Operating Officer of our Group. Wang Jian obtained hisdiploma in business administration from Henan Radio & Television University in1986. He later graduated with a degree in economics from Chinese Party School in 1994.

Wang Zhimin

Wang Zhimin is our Finance Director and is responsible for overseeing the overall accounting andfinance operations of our Group. He has over 16 years of experience in the accounting and financeindustry. He first started his career as an accountant at China Construction Bank inSeptember 1990. Between September 1990 and April 2000, Wang Zhimin worked through variouspositions in China Construction Bank and was later promoted to credit departmentmanager. In April 2000, Wang Zhimin was appointed as senior manager of Puyang Changxin CertifiedPublic Accountants Co., Ltd. and was responsible for overseeing theauditing operations until January 2003. Thereafter in January 2003, he became the senior manager ofGuangdong Gaoyu Certified Public Accountants Co., Ltd. and wasresponsible for overseeing the auditing operations until October 2003. In October 2003, Wang Zhiminjoined our subsidiary, Zhengzhou Great View, as finance manager and was responsible for overseeingthe overall accounting and finance operations of Zhengzhou Great View. Pursuant to the RestructuringExercise, Wang Zhimin was appointed as our Finance Director. Wang Zhimin graduated with a degree infinance from Henan Finance College in 1996. Wang Zhimin is also a certified publicaccountant with The Chinese Institute of Certified Public Accountants in the PRC since 2000.

130

Liu Xuemei

Liu Xuemei is our Sales Director and is responsible for overseeing the overall sales and marketingoperations of our Group. She has over 10 years of experience in the sales and marketing industry. Shestarted her career as a sales manager in a property development company, Henan Deyi PropertyDevelopment Co., Ltd. , from September 1996 until December 2002.Between January 2003 and January 2005, Liu Xuemei joined Beijing Yingmeishe International PublicRelations and Consultancy Co., Ltd. as a deputy generalmanager where she was responsible for assisting in the management of the overall operations of thecompany. Thereafter in February 2005, Liu Xuemei joined our subsidiary, Zhengzhou Great View andwas responsible for overseeing its overall sales and marketing operations. Pursuant to the RestructuringExercise, Liu Xuemei became the Sales Director of our Group. Liu Xuemei graduated with a degree inmarketing from Zhongzhou University in 1994 and is also a graduate from the Henan FinanceCollege where she obtained a degree in business administration in 1996.

Tan Siok Sing

Tan Siok Sing was appointed as our Independent Director on 12 December 2007. He started his careerin July 1980 with City Development Ltd, a property development company, as a project and marketingtrainee. Thereafter, he went to The University of Tennessee, United States of America and graduated witha Masters in Business Administration in 1984. In October 1985, he joined then Tsang and OngStockbrokers Pte Ltd (later restructured as Sun Yuan Holdings Pte Ltd) as its executive director and wasresponsible for establishing in-house training courses for dealers and remisiers, supervising the researchdepartment, and providing advisory work in merger & acquisition transactions, initial public offers andcorporate finance related works to various clients and business entities. Thereafter in November 2003,he joined Ei-Nets Ltd, an information technologies company listed on the SGX-ST (Sesdaq), as itsexecutive director for 2 years and was responsible for the company’s corporate finance development andlicensing of patented information technology in the PRC. Since November 2005, Tan Siok Sing wasappointed executive director of Regalindo Resources Pte Ltd, an energy resources and minerals tradingcompany, and spearheaded the trading of Indonesian coal and minerals in the southern PRC’s regionalmarket. He has more than 18 years of experience in the financial industry.

Tan Siok Chin

Tan Siok Chin was appointed as an Independent Director of our Company on 12 December 2007. She isan advocate and solicitor practising in Singapore. Currently she is a Director of ACIES Law Corporation,a firm advocates and solicitors, heading its corporate practice group. Prior to joining ACIES LawCorporation, she practised as a partner in Messrs Rajah & Tann (now known as Rajah & Tann LLP), afirm of advocates and solicitors. She has over 13 years of experience in legal practice. Her main areas ofpractice are corporate finance, mergers and acquisitions, capital markets and commercial matters. Shegraduated from the National University of Singapore with a Bachelor of Laws (Honours) degree.

Li Danny Fui Lung

Li Danny Fui Lung was appointed as our Independent Director on 12 December 2007. He graduated witha Bachelor of Science (Honours) degree from University of Hong Kong in 1975, subsequently obtained apostgraduate certificate in accountancy from University of Stirling, Scotland in 1977 and qualified as aChartered Accountant in 1980 with Ernst & Whinney in Scotland (Ernst & Whinney subsequently becameErnst & Young, one of the big four international accounting firms). He has over 30 years experience in theaccounting profession and has worked as accountant, finance manager, controller and internal auditor inmajor multinational companies in Hong Kong, including Swire & Maclaine Ltd, Kredietbank NV andUnited Parcel Services, which is the largest parcel delivery and logistic company in the United States ofAmerica. Li Danny Lui Fung is the sole proprietor of Messrs Danny Li & Company, a certified publicaccountants firm in Hong Kong, and has been practicing as a certified public accountant in Hong Kongfor more than six years. Li Danny Lui Fung has also been an independent director of See CorporationLimited, a company listed on the Stock Exchange of Hong Kong and has been acting as the chairman ofthe company’s audit committee since October 2001. He is a member of the Hong Kong Institute ofCertified Public Accountants, the Institute of Chartered Accountants in Scotland and the Institute ofChartered Accountants in Australia.

131

The list of present and past directorships of each Director over the last five years excluding those held inour Company, is set out below:

Name Present directorships Past directorships

Li Wei Group Companies Group Companies

Everwell International Holdings Limited Zhengzhou Huanghe Great Piaget Management Ltd View Royal Garden Co., Ltd.

Other Companies Other Companies

Ember Vision Limited Henan Province Tianlong Industrial Co., Ltd.Synear Food Holdings LimitedZhengzhou Synear Food Co., Ltd. Henan Synear Frozen Food Co., Ltd.

Art Advanced Group Limited Zhongfu (Henan) Frozen Food Co., Ltd.Clear Profit International LimitedOverseas Market Group Limited Guangzhou Synear Food Co., Ltd.

Henan Synear Food Joint Stock Co., Ltd.

Hangzhou Fenghai Frozen Food TradingCo., Ltd.

Beijing Synear Chuangxin Food SalesCo., Ltd.

Fuzhou Danian Food Co., Ltd.

Henan Xiaolian Food Co., Ltd.

Henan Hanhai Investment Co., Ltd.

Yan Tao Group Companies Group Companies

Zhengzhou Huanghe Great NilView Royal Garden Co., Ltd.

Henan Jinzhi Establishment Co., Ltd.


Marble Focus Limited Luoyang City Bafang Zaoyue ElectricalCo., Ltd.Zhengzhou City Bafang Hesheng ElectricalCo., Ltd.

Henan Province Bafang Hesheng ElectricalCo., Ltd.

Wang Jian Group Companies Group Companies



Nil Henan Shanshui Property ManagementCo., Ltd.

Henan Guoling HotspringVacation Management Co., Ltd.

(formerly known as Henan Sinian Yingzhou Resort Hotel ManagementCo., Ltd

)

132


Wang Zhimin Group Companies Group Companies



Nil Nil

Liu Xuemei Group Companies Group Companies



Nil Nil

Tan Siok Sing Group Companies Group Companies

Nil Nil


Shong Sing Pte. Ltd. Realistix Laboratories Pte LtdSun Yuan Holding Pte Ltd Asia Cigar Trading Company Pte LtdMillennium Securities Pte Ltd Cigar Y Puros (Singapore) Pte LtdSun Yuan Investments Pte Ltd Smart Antenae Asia Pte LtdMillennium Securities Nominees Pte Ltd Englo Real Estate Development Pte. Ltd.Sun Yuan Overseas Pte Ltd Ei-Infocomm Pte. Ltd.Sun Yuan (Indonesia) Pte Ltd Ei-Media Pte. Ltd.Regalindo Resources Pte Ltd Ei-Infrastructure Pte. Ltd.Li Heng Chemical Fibre Ei-Nets LtdTechnologies Limited Concept Cuisine Pte. Ltd.

Ei-Academy Pte. Ltd.Ei-Surveillance Pte. Ltd.

Tan Siok Chin Group Companies Group Companies

Nil Nil


ACIES Law Corporation Boulton Capital Asia Pte. LimitedDesign Studio Furniture Manufacturer LtdCosmosteel Holdings LtdKauai Investments Pte Ltd

Li Danny Fui Lung Group Companies Group Companies

Nil Nil


See Corporation Limited NilSuccess Chance Limited

133

EXECUTIVE OFFICERS

The day to day operations of our Company are entrusted to an experienced and qualified team ofExecutive Officers who are responsible for the different functions of our Group. The particulars of ourExecutive Officers are set out below:

Name Age Address Position

Cui Yudong 52

Li Xiao Wei 42

Ding Gang 40

Ho Hin Yip 34 Flat A, 11/F, Block 1, 34 Sands Street, Hong Kong

Information on the business and working experience of our Executive Officers is set out below:

Cui Yudong

Cui Yudong is our Chief Project Planning and Development Officer and is responsible for the overallproject planning and development of our Group. Cui Yudong started his career in October 1984 as aforeman with Zhengzhou City Food Co., Ltd. , a company engaged in manufacturingfood, until April 1990. Between April 1990 and October 1993, he was appointed by a food manufacturer,Zhengzhou City Sea Products Co., Ltd. , as their general manager and was responsiblefor the overall management of the company. Thereafter in October 1993, he joined Zhengzhou TravelResources Development Co., Ltd , a company engaged in the developmentof tourism-related assets, as their project manager and was responsible for the management of thecompany’s projects until October 2003. In October 2003, Cui Yudong was appointed by our subsidiary,Zhengzhou Great View, as the chief project planning and development officer and was responsible for itsoverall project planning and development. Pursuant to the Restructuring Exercise, Cui Yudong wasappointed as the Chief Project Planning and Development Officer of our Group. Cui Yudong graduatedwith a diploma in landscape from Shangqiu Agricultural School in 1981.

Li Xiaowei

Li Xiaowei is our Chief Architectural and Engineering Officer and is responsible for the architecturaldesigning and planning of our Group’s projects. He has over 10 years of experience in the projectconstruction and engineering industry. He started his career in July 1985 as a project manager withHenan Province Diwu Construction and Engineering Co., Ltd. and wasresponsible for the company’s projects until September 1989. Thereafter from September 1989 toSeptemeber 1999, Li Xiaowei joined Zhengzhou Travel Resources Development Co., Ltd.

, a company engaged in the development of tourism-related assets, as theirsenior engineer and was responsible for the construction and engineering of the company’s projects.Since September 1999, Li Xiaowei was appointed by our subsidiary, Zhengzhou Great View, as the chiefarchitectural and engineering officer and was responsible for overseeing the overall architectural planningand design of the company’s projects. Pursuant to the Restructuring Exercise, Li Xiaowei was appointedas the Chief Architectural and Engineering Officer of our Group. Li Xiaowei graduated with a degree inindustrial and national construction from Zhengzhou Industrial College in 1993 and is aregistered civil construction engineer with the Zhengzhou Municipal Government since1999.

Financial Controller andJoint Company Secretary

Chief Human Resourceand Adminstrative Officer

Room 28, Building No. 6, 6 Weier Road, Jinshui District,Zhengzhou City, Henan Province, PRC

Chief Architectural andEngineering Officer

Room 30, Building No. 3, 1 Shiminxincun Street North,Jinshui District, Zhengzhou City, Henan Province, PRC

Chief Project Planningand Development Officer

Block 3, 182 Gangdu Street, Jinshui District,Zhengzhou City, Henan Province, PRC

134

Ding Gang

Ding Gang is our Chief Human Resource and Administrative Officer and is responsible for the humanresource and administrative management of our Group. In July 1990, Ding Gang started his career withHenan Bureau of Quality and Technical Supervision , a government unit inHenan Province for the inspection of the product qualtiy of local manufacturers, as their quality controlofficer until January 1996. From January 1996 to September 2005, he joined Ping An Insurance (Group)Company of China, Ltd. Zhengzhou Branch as theiradministrative manager and was responsible for the company’s administration operations. Thereafter, inSeptember 2005, Ding Gang was appointed by our subsidiary, Zhengzhou Great View, as the chiefhuman resource and administrative officer and was responsible for overseeing the overall humanresource and administrative operations of the company. Pursuant to the Restructuring Exercise, DingGang was appointed as the Chief Human Resource and Administrative Officer of our Group. Ding Gangobtained his degree in law in Central University for Nationalities in 1990.

Ho Hin Yip

Ho Hin Yip is our Financial Controller and Joint Company Secretary and is responsible for themanagement of the overall finance & accounting operations of our Group. In addition, he is responsiblefor implementing internal controls and corporate governance and practices, as well as liaising withexternal parties and regulatory bodies in respect of our Group’s financial matters. From July 1997 to May2002, he worked as an auditor in Deloitte Touche Tohmatsu. From June 2002 to January 2004, Ho HinYip was appointed as worked as assistant internal audit manager of Eton Management Limited and wasresponsible for the internal control and review of the group. Thereafter in January 2004 to October 2004,he was appointed chief compliance officer of Regent Pacific Limited and was in charge of the internalcontrol review and legal compliance of the group. From October 2004 to September 2007, he was thefinancial controller of Pine Agritech Limited, a company listed on the SGX-ST and engaged in themanufacture and sale of soybean-based products. Pursuant to the Restructuring Exercise, Ho Hin Yipwas appointed Financial Controller and Joint Company Secretary of our Group. Ho Hin Yip graduatedfrom The Chinese University of Hong Kong with a bachelor’s degree in professional accountancy. He is apracticing member of the Hong Kong Institute of Certified Public Accountants and an associate memberof the Association of Chartered Certified Accountants in the United Kingdom.

Save as disclosed below, none of the Executive Officers has any present and past directorships over thepast five years:


Cui Yudong Group Companies Group Companies

Nil Zhengzhou Huanghe Great View RoyalGarden Co., Ltd.


Nil Nil

Li Xiao Wei Group Companies Group Companies

Nil Nil


Nil Nil

135


Ding Gang Group Companies Group Companies

Nil Nil


Nil Henan Guoling HotspringVacation Management Co., Ltd.

(formerly known as Henan Sinian Yingzhou Resort Hotel ManagementCo., Ltd

)

Ho Hin Yip Group Companies Group Companies

Nil Nil


Nil Nil

None of our Directors and Executive Officers are related by blood or marriage to one another nor arethey so related to any Substantial Shareholder of our Company. To the best of our knowledge and belief,there are no arrangements or undertakings with any Substantial Shareholders, customers, suppliers orothers, pursuant to which any of our Directors and Executive Officers was appointed.

REMUNERATION

The compensation paid to our Directors and our Executive Officers for services rendered to us and oursubsidiaries on an individual basis and in remuneration bands during FY2005, FY2006 and expected tobe paid for the current financial year is as follows:

FY2005(1)(3) FY2006(1)(3) Estimated amount forNames current FY2007(1)(2)(3)

Directors

Li Wei – –(4) Band A

Yan Tao – –(4) Band A

Wang Jian Band A Band A Band A

Wang Zhimin Band A Band A Band A

Liu Xuemei Band A Band A Band A

Tan Siok Sing – – Band A

Tan Siok Chin – – Band A

Li Danny Fui Lung – – Band A

Executive Officers

Li Xiao Wei Band A Band A Band A

Ding Gang Band A Band A Band A

Cui Yudong Band A Band A Band A

Ho Hin Yip – – Band A

Notes:

(1) To determine the remuneration band for each of our Directors and Executive Officers, we have used the average exchangerates FY2005, FY2006 and as at the Latest Practicable Date of RMB4.924:S$1.00, RMB5.019:S$1.00 andRMB5.140:S$1.00 respectively.

136

(2) The estimated amount under FY2007 does not take into account the incentive bonus that our Executive Directors are entitledto receive under their respective Service Agreements, further details of which are set out in the section entitled “Directors,Management and Staff — Service Agreements” in this Prospectus.

(3) Band A means compensation of an amount between S$0 and S$249,999.

(4) Li Wei was the legal representative and executive director of Zhengzhou Great View until 2006 whilst Yan Tao was appointedas the chief executive officer of Zhengzhou Great View in October 2006. Both Li Wei and Yan Tao did not receive anyremuneration in FY2006.

We have not set aside or accrued any amounts for our employees to provide for pension, retirement orsimilar benefits.

EMPLOYEES

As at the Latest Practicable Date, we had a workforce of approximately 166 full-time employees.

Our employees are not unionised. The relationship and cooperation between the management and staffhave been good and are expected to continue in the future. There has not been any incidence of workstoppages or labour disputes which affected our operations.

The functional distribution of our full-time employees as at 31 December 2004, 31 December 2005,31 December 2006 and the Latest Practicable Date were as follows:

As atAs at 31 As at 31 As at 31 the Latest

December December December Practicable2004 2005 2006 Date

Function

Management 2 5 6 9

Administration and Finance 16 16 15 17

Marketing and Sales 26 28 26 27

Operations 27 51 36 32

Project Management 84 90 83 81

Total 155 190 166 166

As at the Latest Practicable Date, all our employees are located in Zhengzhou city, Henan Province.

The fall in the number of employees after 31 December 2005 was primarily due to the outsourcing of oursecurity unit within Guoling Shanshui to the third party property management company,Henan Shanshui Property Management Co., Ltd. .

The average number of temporary employees employed by our Group in FY2006 is about 16 and thesetemporary employees are usually employed by the sales and marketing and project managementdepartments.

SERVICE AGREEMENTS

Our Company has entered into separate service agreements (the “Service Agreements”) with each of ourExecutive Directors, Yan Tao, Wang Jian, Wang Zhimin and Liu Xuemei, for a period of three years witheffect from the date of the listing of our Company on the SGX-ST (unless otherwise terminated by eitherparty giving not less than three months’ notice to the other). We may also forthwith terminate theirrespective Service Agreements if any of these Executive Directors are guilty of any grave misconduct,becomes bankrupt or otherwise is guilty of conduct tending to bring himself/herself or our Company intodisrepute. None of these Executive Directors will be entitled to any benefits upon termination of theirrespective Service Agreements.

137

Pursuant to the terms of their respective Service Agreements, each of Yan Tao, Wang Jian, Wang Zhiminand Liu Xuemei is entitled to a monthly salary of RMB80,000, RMB60,000, RMB40,000 and RMB40,000respectively. All traveling, accommodation, entertainment expenses and other out-of-pocket expensesreasonably incurred by the Executive Directors in the process of discharging their duties on behalf of ourGroup will be borne by our Company.

Each of our Executive Directors, Yan Tao, Wang Jian, Wang Zhimin and Liu Xuemei, is also entitled, inrespect to each financial year commencing from FY2008, to a shared performance bonus (the“Performance Bonus Pool”), which is calculated based on the consolidated net profit after tax andextraordinary items (“NPAT”) (before deducting for such Performance Bonus Pool and before deductingremuneration paid to the executive directors pursuant to their respective service agreements) of ourGroup as follows:

NPAT Attained Performance Bonus Pool

(i) For the first RMB200 million 1.0% of the NPAT

(ii) More than RMB200 million but up to RMB2.0 million plus 1.5% of the amount of NPAT inand including RMB300 million excess of RMB200 million

(iii) More than RMB300 million RMB3.0 million plus 2.0% of the amount of NPAT in excessof RMB300 million

Out of the total amount of Performance Bonus Pool, the Executive Directors shall be entitled to a shareof the Performance Bonus Pool calculated as follows:

Executive Director’s Bonus = A/B x Performance Bonus Pool

Where:

A: The annual salary of the Executive Director; and

B: Total annual salary of all the executive directors of our Company.

Directors’ fees do not form part of the terms of the Service Agreements as these require the approval ofShareholders at our Company’s annual general meeting.

Had the Service Agreements been in place since the beginning of FY2006, the aggregate remunerationpaid to our Executive Directors would have been approximately RMB3.2 million instead of RMB0.2 millionand our profit before taxation for our Group would have been approximately RMB149.7 million instead ofapproximately RMB151.7 million.

Save as disclosed above, there are no existing or proposed service agreements between our Company,our subsidiaries and any of our Directors. There are no existing or proposed service agreements enteredor to be entered into by our Directors with our Company or any of its subsidiaries which provide forbenefits upon termination of employment.

138

INTERESTED PERSON TRANSACTIONS

In general, transactions between our Group and any of its interested persons (namely, the Directors,Chief Executive Officer and Controlling Shareholders of our Company and their associates) are known asinterested person transactions. The following discussion sets out our material interested persontransactions during the last three financial years and for the period from 1 January 2007 up to the LatestPracticable Date, with the term “interested persons” construed accordingly.

Save for the interested person transactions discussed below and as set out in the section entitled“Restructuring Exercise” of this Prospectus, there are no other material interested person transactionsundertaken by our Group within the last three financial years and for the period from 1 January 2007 upto the Latest Practicable Date.

PAST INTERESTED PERSON TRANSACTIONS

(a) Sale of properties to various interested persons

The following are particulars of the various sale of properties in Guoling Shanshui tointerested persons:

Group Type and Details of Date ofDate of entity involved area (GFA) interested Total completion

agreement in the sale of property person consideration of acquisition

2 January 2005 Zhengzhou Residential Liu Xuemei, RMB296,522 30 SeptemberGreat View property Sales Director 2005

unit/ 112 sq m

2 January 2005 Zhengzhou Residential Ms Niu Yun , RMB231,988 30 SeptemberGreat View property the wife of our 2005

unit/ 137 sq m ControllingShareholder,Wang Peng

18 January 2005 Zhengzhou Residential Wang Jian, RMB426,560 30 SeptemberGreat View property Executive Director and 2005

unit/ 155 sq m Chief Operating Officer

26 August 2005 Zhengzhou Residential Yan Tao, RMB2,720,000 30 DecemberGreat View property Executive Director, 2005

unit/ 337 sq m Chief Executive Officerand ControllingShareholder

8 December 2005 Zhengzhou Commercial Wang Jian, RMB870,064 30 OctoberGreat View retail Executive Director and 2006

unit/ 98 sq m Chief Operating Officer

8 December 2005 Zhengzhou Commercial Ms Niu Yun , RMB447,480 30 OctoberGreat View retail the wife of our 2006

unit/ 50 sq m Controlling Shareholder,Wang Peng

26 December 2005 Zhengzhou Residential Wang Zhimin, RMB238,000 26 DecemberGreat View property Finance Director 2005

unit/ 129 sq m

In addition to the above, Zhengzhou Great View has also sold a total of four residential propertyunits in Guoling Shanshui to our Executive Officers for an aggregate consideration ofRMB1,581,116.

139

The prevailing market rates were used to determine the sale prices of the abovementionedproperty transactions. Our Directors are of the view that the above sale of properties were madeon normal commercial terms that were negotiated on arm’s length basis and not prejudicial to theinterests of our Company and its minority shareholders.

(b) Security for facilities provided to Henan Sinian Establishment Joint Stock Co., Ltd.(formerly known as Henan Synear Food Joint Stock Co., Ltd.

) (“Henan Synear”)

Henan Synear is a company incorporated in the PRC and our Non-Executive Chairman andControlling Shareholder, Li Wei, and our Controlling Shareholder, Wang Peng, are substantialshareholders of Henan Synear, and they hold respectively 72.3% and 14.9% of the registeredcapital of Henan Synear.

The following credit facilities were provided to Henan Synear in the past three financial yearsended 31 December 2006 and these facilities were secured by the property owned by oursubsidiary, Zhengzhou Great View (the “Zhengzhou Great View Property”):

Facilities Granted

FY2004 FY2005 FY2006Banks/ Financiers RMB’000 RMB’000 RMB’000

Industrial and Commercial Bank of China, Zhengzhou City, 20,000 20,000 –Zhenghua Road Sub-Branch

Shanghai Pudong Development Bank, 40,000 45,000 –Zhengzhou City Sub-Branch

Bank of Communications, Zhengzhou City 20,000 18,790 –Sub-Branch

The largest aggregate outstanding amount secured by the Zhengzhou Great View Property duringthe last three financial years ended 31 December 2006 and for the period from 1 January 2007 upto the Latest Practicable Date was approximately RMB85.0 million.

The above facilities ceased to be secured by Zhengzhou Great View Property as at 29 September2006. These transactions are not on arm’s length basis and no amounts are payable to ZhengzhouGreat View for providing the securities.

(c) Guarantee provided by Henan Synear for loan to Zhengzhou Great View

On 11 July 2005, a loan of RMB100.0 million was provided by Bridge Trust and Investment Co.,Ltd. , a trust investment company, to our subsidiary, Zhengzhou GreatView. This loan was guaranteed by Henan Synear.

The loan was fully repaid in FY2006. No amount was paid to Henan Synear for the provision of theguarantee.

(d) Engagement of Henan Shanshui Property Management Co., Ltd.(“Shanshui Property”) to provide property management for Phases I and II of GuolingShanshui

Shanshui Property is a company incorporated in the PRC and is principally engaged in thebusiness of property management. Our Group currently engages Shanshui Property to managePhase I and Phase II of Guoling Shanshui pursuant to a property managementagreement dated 30 June 2006 (the “Property Management Agreement”) valid until the formationof an owners management committee by the property owners of Guoling Shanshui .Pursuant to the Property Management Agreement, a one-off management fee of RMB1.0 million ispayable by our Group to Shanshui Property. Following the establishment of the aforesaid ownersmanagement committee, they may proceed to engage other property management companies.Please refer to the section entitled “General Information on Our Group — Business Operations —Property Development” of this Prospectus for more information.

140

Wang Jian is the former legal representative of Shanshui Property and the registered capital ofShanshui Property is jointly held by Henan Hanhai Investment Co., Ltd.(“Hanhai Investment”) and Henan Hanhai Establishment Co., Ltd.(“Hanhai Establishment”) in the proportion of 80.0% and 20.0% respectively. Since April 2007,Wang Jian ceased to be the legal representative of Shanshui Property.

Hanhai Investment is a company incorporated in the PRC and is currently 100.0% owned byShenzhen City Yuhao Investment Co., Ltd. (“Shenzhen Yuhao”).Shenzhen Yuhao and its shareholders are not related to our Company or any of our Directors,Controlling Shareholders and Executive Officers.

The shareholders of Hanhai Establishment are Mr Sun Tao and Ms Li Wenshan ,who respectively hold 65.0% and 35.0% of the registered capital of Hanhai Establishment. Mr SunTao and Ms Li Wenshan are unrelated third parties who are not related to ourCompany or any of our Directors, Controlling Shareholders and Executive Officers.

Our Directors are of the view that the engagement of Shanshui Property by our Group to provideproperty management services was on an arm’s length basis.

(e) Advances from Henan Province Bafang Hesheng Electrical Co., Ltd.(“Henan Bafang”) to Henan Jinzhi

Yan Tao was the legal representative of Henan Bafang, which shareholders are Yan Tao and MrLiang Mingli in the percentage of 50.7% and 49.3% respectively. Yan Tao ceased to bethe legal representative of Henan Bafang since July 2007. Mr Liang Mingli is not relatedto our Company or any of our Directors, Controlling Shareholders and Executive Officers.

On 4 August 2006, Henan Bafang extended advances of RMB30.0 million to our subsidiary, HenanJinzhi, for working capital purposes. These advances were unsecured, at an interest rate of 5.85%per annum and were repayable by 21 March 2007. The advances, which was carried out on anarm’s length basis and have been fully repaid on 21 March 2007. We do not expect to enter intosimilar transactions in the future following our listing on the Official List of the SGX-ST.

POTENTIAL CONFLICTS OF INTEREST

Henan Sinian Establishment Joint Stock Co., Ltd. (formerly known asHenan Synear Food Joint Stock Co., Ltd. ) (“Henan Synear”)

Henan Synear is a company incorporated in the PRC and our Non-Executive Chairman and ControllingShareholder, Li Wei, and our Controlling Shareholder Wang Peng, are substantial shareholders of HenanSynear, and they hold respectively 72.3% and 14.9% of the registered capital of Henan Synear.

Henan Synear has been granted the land use rights to various premises in Zhengzhou city, they arelocated at No. 2, Hongfengli, Zhengzhou City and Shamen Road, Jinshui District,Zhengzhou City specifically. These premises, which have an aggregate buildingfloor area of approximately 65,000 sq m and comprise factory premises, warehouses and staff quarters,are currently being leased to Synear Food Holdings Limited (“Synear”) pursuant to a lease agreementdated 31 March 2006 as supplemented by two supplemental lease agreements dated 14 April 2006 and4 May 2006 (collectively, the “Lease Agreement”).

Under the Lease Agreement, Synear leased the premises from Henan Synear for a period of 20 yearscommencing from 1 January 2006. Notwithstanding the above, upon expiry of the initial three year termcommencing from 1 January 2006, the lease may be terminated at the option of Synear’s subsidiary,Zhengzhou Synear Food Co., Ltd. , by giving at least six months notice to HenanSynear.

In the event that the Lease Agreement is terminated, Henan Synear will have the premises at itsdisposal. Henan Synear has no intention of re-developing the aforesaid premises and would lease or sellthe land should the Lease Agreement be terminated. On 12 October 2007, Henan Synear executed an

141

agreement to grant to Zhengzhou Great View (or its nominee) the first right of refusal to acquire theaforesaid land at a consideration which will be determined based on independent valuation and suchacquisition is subject to the approval of our Company’s shareholders in a general meeting, if necessary.

Further, on 15 October 2007, some of our Directors and Controlling Shareholders, namely Li Wei, WangPeng, Yan Tao, Ember Vision and Marble Focus (collectively, the “Relevant Shareholders and Directors”)executed a non-competition undertaking (the “Non-Competition Undertaking”) in favour of our Group.

Under the Non-Competition Undertaking, the Relevant Shareholders and Directors respectivelyundertook to our Company, inter alia:

(i) not to carry out or participate in any business which is similar to our Group’s core business ofproperty development;

(ii) not to carry out any business which is in competition or may be in competition, whether directly orindirectly, with our Group and not to in any way solicit any employee, customer, contractors orsubcontractors of our Group; and

(iii) not to use the name or logo of our Group including but not limited to “CentraLand”, “ZhengzhouGreat View”, “ ” or any of its trademarks, and not to use any name or logo of our Group insuch a way as to be capable of being or likely to be confused with the name and branding of ourGroup.

In view of the above, our Directors are of the view that there is no potential conflict of interest in theaforesaid situation.

Further, except for one of our Independent Directors, all our Directors or their associates have interestsin property investments in or outside the PRC. These Directors have confirmed that such propertyinvestments are personal investments and they do not directly or indirectly compete with the business ofour Group. Also, property investment is currently not the main focus of our Group’s business.

One of our Independent Directors also has interests in property developments outside the PRC. TheDirector has confirmed that such property developments are of a much smaller scale than our Group’sand they do not directly or indirectly compete with the business of our Group. Further, our Groupcurrently has no plan to expand its property development business to outside the PRC.

Save as disclosed above, none of our Directors, Controlling Shareholders and Executive Officers or theirassociates has any material interest, direct or indirect, in:

(i) any company carrying out the same business or deals in similar products as our Company or anyof our subsidiaries;

(ii) any enterprise or company that is our Group’s customer or supplier of goods or services; and

(iii) any transaction to which we are a party.

REVIEW PROCEDURES FOR FUTURE INTERESTED PERSON TRANSACTIONS

Review by Audit Committee

Our Audit Committee will review all other existing and future interested person transactions, if any, on atleast a half-yearly basis to ensure that they are carried out on normal commercial terms and are notprejudicial to the interests of our shareholders.

Our Audit Committee will also review all interested person transactions to ensure that the then prevailingrules and regulations of the SGX-ST (in particular Chapter 9 of the Listing Manual) are complied with. Wewill also endeavour to comply with the principles of and best practices set out in the Listing Manual.

142

OTHER TRANSACTION

Material transaction which involves our Company or its subsidiaries but which does not fall within theambit of the definition of an “interested person transaction” under Chapter 9 of the Listing Manual, hasbeen included in this section.

Purchase of quick freeze food products by our subsdiary, Everwell, from Henan ProvinceZhengzhou City Grain & Oil Import and Export Company (“HPImport & Export Co”) which purchased the quick freeze food products from Henan Synear

Our subsidiary, Everwell had been selling quick freeze food products produced by Henan Synear (the“Synear Products”) to PARKnSHOP (“PnS”), a Hong Kong supermarket chain fromJanuary 2003 to 9 April 2006.

Everwell purchased the Synear Products from Henan Province Zhengzhou City Grain & Oil Import andExport Company (“HP Import & Export Co”) for sale to PnS. HPImport & Export Co in turn purchased the Synear Products from Henan Synear.

In FY2004, FY2005 and FY2006, sale of the Synear Products by HP Import & Export Co to Everwellamounted to approximately RMB11 million, RMB13 million and RMB3 million respectively, and sale of theSynear Products by Everwell to PnS amounted to approximately RMB15 million, RMB18 million andRMB5 million respectively.

The respective sale transactions between Henan Synear and HP Import & Export Co and between HPImport & Export Co and Everwell were on an arm’s length basis and on normal commercial terms whichwere no less favourable to our Company as compared to what could be sold to other independent thirdparties.

Everwell has, since 10 April 2006, ceased selling Synear Products.

143

CORPORATE GOVERNANCE

Our Memorandum of Association and Bye-laws provide that the Board shall consist of not less than twoDirectors. None of our Directors are appointed for any fixed terms, but each of our Directors are requiredto retire at least once every three years. Hence, the maximum term for each Director is three years.Directors who retire are eligible to stand for re-election.

The Directors recognise the importance of corporate governance and the offering of high standards ofaccountability to the Shareholders of our Company. We have therefore set up the following committees:

Nominating Committee

Our Nominating Committee comprises Li Danny Fui Lung, Tan Siok Chin and Tan Siok Sing. TheChairman of the Nominating Committee is Tan Siok Chin. Our Nominating Committee will be responsiblefor (i) re-nomination of our Directors having regard to the Director’s contribution and performance; (ii)determining annually whether or not a Director is independent; and (iii) deciding whether or not a Directoris able to and has been adequately carrying out his duties as a Director. The Nominating Committee willdecide how the Board’s performance is to be evaluated and propose objective performance criteria,subject to the approval of the Board, which address how the Board has enhanced long termShareholders’ value. The performance evaluation will also include consideration of our Company’s shareprice performance over a five-year period vis-à-vis the Singapore Straits Times Index and a benchmarkindex of its industry peers. The Board will also implement a process to be carried out by the NominatingCommittee for assessing the effectiveness of the Board as a whole and for assessing the contribution byeach individual Director to the effectiveness of the Board and the Nominating Committee shall review YanTao’s suitability and performance as Chief Executive Officer for FY2008 and FY2009 and make thenecessary disclosure to the Shareholders in our annual reports. Each member of the NominatingCommittee shall abstain from voting on any resolutions in respect of the assessment of his performanceor re-nomination as Director.

Remuneration Committee

Our Remuneration Committee comprises Li Danny Fui Lung, Tan Siok Chin and Tan Siok Sing. TheChairman of the Remuneration Committee is Tan Siok Sing. Our Remuneration Committee willrecommend to the Board a framework of remuneration for the Directors and key Executive Officers, anddetermine specific remuneration packages for each Executive Director. The recommendations of ourRemuneration Committee on the remuneration of Directors and Chairman should be submitted forendorsement by the entire Board. All aspects of remuneration, including but not limited to Directors’ fees,salaries, allowances, bonuses, options and benefits in kind shall be covered by our RemunerationCommittee. Each member of the Remuneration Committee shall abstain from voting any resolutions inrespect of his remuneration package.

Audit Committee

Our Audit Committee comprises Li Danny Fui Lung, Tan Siok Chin and Tan Siok Sing. The Chairman ofthe Audit Committee is Li Danny Fui Lung. Our Audit Committee shall meet periodically to perform thefollowing functions:

(a) review the audit plans of our Company’s external auditors, and where applicable, our internalauditors, including the results of our auditors’ review and evaluation of our system of internalcontrols;

(b) review the external auditors’ reports;

(c) review the co-operation given by our Company’s officers to the external auditors;

(d) review the financial statements of our Company and our Group before their submission to theBoard for approval;

144

(e) review and discuss with auditors any suspected fraud, irregularity or infringement of any relevantlaws, rules or regulations, which has or is likely to have a material impact on our Group’s operatingresults or financial position and our management’s response;

(f) consider the appointment and/or re-appointment of external auditors;

(g) review interested person transactions, falling within the scope of Chapter 9 of the Listing Manual, ifany;

(h) review any potential conflicts of interest;

(i) review and approve our Group’s hedging policies and instruments (if any);

(j) undertake such other reviews and projects as may be requested by the Board and report to theBoard its findings from time to time on matters arising and requiring the attention of our AuditCommittee; and

(k) undertake generally such other functions and duties as may be required by law or the ListingManual, as may be applicable from time to time.

Apart from the above functions, the Audit Committee shall commission and review the findings of internalinvestigations into matters where there is any suspected fraud or irregularity, or failure of internal controlsor infringement of any law, rule or regulation which has or is likely to have a material impact on ourGroup’s operating results and/or financial position. In addition, all future transactions with related partiesshall comply with the requirements of the Listing Manual. Each member of the Audit Committee shallabstain from voting on any resolutions in respect of matters in which he is interested.

145

PURCHASE BY OUR COMPANY OF OUR OWN SHARES

Under the laws of Bermuda, a company may, if authorised by its Memorandum of Association or bye-laws, purchase its own shares and the purchased shares may be cancelled or held as treasury shares.Our Company has such power to purchase our own Shares pursuant to paragraph 7 of ourMemorandum of Association and Bye-law 3(2) of our Bye-laws. Such power to purchase our own Sharesshall, subject to the Bermuda Companies Act, our Memorandum of Association and if applicable therules and regulations of the SGX-ST and other regulatory authorities, be exercisable by the directors ofour Company upon such terms and subject to such conditions as they think fit, in accordance with Bye-law 3(2) (which requires the prior approval of our members in general meeting to be obtained for suchpurchase).

Under the laws of Bermuda, such purchases may only be effected out of the capital paid-up on thepurchased Shares or out of the funds of our Company otherwise available for dividend or distribution orout of the proceeds of a fresh issue of Shares made for that purpose. Any premium payable on such apurchase over the par value of the Shares to be purchased must be provided for out of the funds of ourCompany otherwise available for dividend or distribution or out of our Company’s share premium accountbefore the Shares are purchased. Any amount due to a shareholder on a purchase by our Company ofour own Shares may (i) be paid in cash; (ii) be satisfied by the transfer of any part of the undertaking orproperty of our Company having the same value; or (iii) be satisfied partly under (i) and partly under (ii).Further, such purchase may not be made if, on the date on which the purchase is to be effected, thereare reasonable grounds for believing that our Company is, or after the purchase would be, unable to payour liabilities as they become due. Shares purchased by our Company may either be cancelled (in whichevent, our Company’s issued, but not our authorised, capital will be diminished accordingly) or, may beheld as treasury shares. Under the laws of Bermuda, if a company holds shares as treasury shares thecompany shall be entered in the register of members as the member holding the shares but the companyis not permitted to exercise any rights in respect of those shares and no dividend or other distribution(whether in cash or otherwise) shall be paid or made to the company in respect of such shares.

For further details, please see “Purchase of shares and warrants by a company and its subsidiaries” of“Appendix E - Summary of Bermuda Company Law” to this Prospectus.

146

ATTENDANCE AT GENERAL MEETINGS

Under the Bermuda Companies Act, only those persons who agree to become members of a Bermudacompany and whose names are entered on the register of members of such a company are consideredmembers, with rights to attend and vote at general meetings. Depositors holding Shares through CDPare not recognised as members of our Company, and do not have a right under the Bermuda CompaniesAct to attend and to vote at general meetings of our Company. In the event that Depositors wish toattend and vote at general meetings of our Company, CDP will have to appoint them as proxies, pursuantto the Bye-laws and the Bermuda Companies Act.

In accordance with Bye-law 77(1), unless CDP specifies otherwise in a written notice to our Company,CDP shall be deemed to have appointed as CDP’s proxies each of the Depositors who are individualsand whose names are shown in the records of CDP, as at a time not earlier than forty-eight (48) hoursprior to the time of the relevant general meeting, supplied by CDP to our Company. Therefore,Depositors who are individuals can attend and vote at the general meetings of our Company without thelodgment of any proxy form. Depositors who cannot attend a meeting personally may enable theirnominees to attend as CDP’s proxies by completing and returning appropriate proxy forms. Depositorswho are not individuals can only be represented at a general meeting of our Company if their nomineesare appointed as CDP’s proxies. Proxy forms appointing nominees of Depositors as proxies of CDPwould need to be executed by CDP as member and must be deposited at the place and within the timeframe specified by our Company to enable the nominees to attend and vote at the relevant generalmeeting of our Company.

147

TAKE-OVERS

There are presently no Bermuda laws or regulations of general application which will require personswho acquire significant holdings in our Shares to make take-over offers for our Shares or to notify us.

However, pursuant to the Securities and Futures Act, Sections 138, 139 and 140 of the Securities andFutures Act and the Singapore Code on Take-overs and Mergers (collectively the “Singapore Take-overand Merger Laws and Regulations”) apply to take-over offers of companies which are incorporatedoutside Singapore and all or any of the shares of which are listed for quotation on a securities exchange(as defined in the Securities and Futures Act). Accordingly, the Singapore Take-over and Merger Lawsand Regulations will apply to take-over offers for our Shares for so long as our Shares are listed on asecurities exchange, which includes the SGX-ST.

148

GENERAL AND STATUTORY INFORMATION

INFORMATION ON DIRECTORS AND EXECUTIVE OFFICERS

1. The names, addresses, ages and principal occupations of each of our Directors and ExecutiveOfficers are set out in the section entitled “Directors, Management and Staff” of this Prospectus.

2. Information on the business and working experience of each of our Directors and ExecutiveOfficers are set out in the section entitled “Directors, Management and Staff” of this Prospectus.

3. Save as disclosed below, none of our Directors or Executive Officers is or was involved in any ofthe following events:

(i) during the last ten years, an application or a petition under any bankruptcy laws of anyjurisdiction filed against him or against a partnership of which he was a partner at the timewhen he was a partner or at any time within two years from the date he ceased to be apartner;

(ii) during the last ten years, an application or a petition under any law of any jurisdiction filedagainst an entity (not being a partnership) of which he was a director or an equivalentperson or a key executive, at the time when he was a director or an equivalent person or akey executive of that entity or at any time within two years from the date he ceased to be adirector or an equivalent person or a key executive of that entity, for the winding-up ordissolution of that entity or, where that entity is the trustee of a business trust, that businesstrust, on the ground of insolvency;

(iii) any unsatisfied judgements against him;

(iv) a conviction of any offence, in Singapore or elsewhere, involving fraud or dishonesty whichis punishable with imprisonment, or has been the subject of any criminal proceedings(including any pending criminal proceedings of which he is aware) for such purpose;

(v) a conviction of any offence, in Singapore or elsewhere, involving a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere, or has been the subject of any criminal proceedings (including pending criminalproceedings of which he is aware) for such breach;

(vi) during the last ten years, judgement entered against him in any civil proceeding inSingapore or elsewhere involving a breach of any law or regulatory requirement that relatesto the securities or futures industry in Singapore or elsewhere, or a finding of fraud,misrepresentation or dishonesty on his part, or has been the subject of any civil proceedings(including any pending civil proceedings of which he is aware) involving an allegation offraud, misrepresentation or dishonesty on his part;

(vii) a conviction in Singapore or elsewhere of any offence in connection with the formation ormanagement of any entity or business trust;

(viii) disqualification from acting as a director or an equivalent person of any entity (including thetrustee of a business trust), or from taking part directly or indirectly in the management ofany entity or business trust;

(ix) the subject of any order, judgement or ruling of any court, tribunal or governmental bodypermanently or temporarily enjoining him from engaging in any type of business practice oractivity;

149

(x) to his knowledge, been concerned with the management or conduct, in Singapore orelsewhere, of affairs of:

(a) any corporation which has been investigated for a breach of any law or regulatoryrequirement governing corporations in Singapore or elsewhere;

(b) any entity (not being a corporation) which has been investigated for a breach of anylaw or regulatory requirement governing such entities in Singapore or elsewhere;

(c) any business trust which has been investigated for breach of any law or regulatoryrequirement governing business trusts in Singapore or elsewhere; or

(d) any entity or business trust which has been investigated for a breach of any law orregulatory requirement that relates to the securities or futures industry in Singapore orelsewhere,

in connection with any matter occurring or arising during the period when he was soconcerned with the entity or business trust; and

(xi) the subject of any current or past investigation or disciplinary proceedings, or has beenreprimanded or issued any warning, by the Authority or any other regulatory authority,exchange, professional body or government agency, whether in Singapore or elsewhere.

Affairs relating to Guangzhou Synear Food Co., Ltd ( ) which Li Weiand Wang Peng were shareholders

Li Wei and Wang Peng were shareholders of Guangzhou Synear Food Co., Ltd (“Guangzhou Synear”). Li Wei was also its legal representative. Li Wei and Wang Peng

disposed of their entire equity interests in Guangzhou Synear representing 70% and 20%respectively of the registered capital of Guangzhou Synear to two individuals on 16 March 2005.Li Wei also ceased to be its legal representative. Despite their equity interests in GuangzhouSynear during the said period and Li Wei’s position as legal representative, they were not involvedin its day-to-day operations.

In January 2003, the Guangzhou Industrial and Commercial Administrative Bureau imposed an administrative penalty of RMB80,000 on Guangzhou Synear for the

inappropriate accounting of rebates to customers. Guangzhou Synear has paid the penalty in full.

Li Wei and Wang Peng have been advised that the granting of properly booked rebates (i.e.discounts) as a form of sales strategy is acceptable, pursuant to the Anti-Unfair Competition Lawof the People’s Republic of China.

As at the Latest Practicable Date, none of Li Wei and Wang Peng are directors, legalrepresentatives and/or equity holders of Guangzhou Synear.

4. No option to subscribe for shares in, or debentures of, our Company has been granted to, or wasexercised by, any Director or Executive Officer within the last financial year

5. No person has, or has the right to be given, an option to subscribe for any securities of ourCompany or our subsidiaries.

6. Save as disclosed in the section entitled “Interested Person Transactions” of this Prospectus, noDirector or expert is (i) interested, directly or indirectly, in the promotion of, or in any assetsacquired or disposed of by, or leased to, our Company within two years preceding the LatestPracticable Date, or in any proposal for such acquisition or disposal or leased as aforesaid; or(ii) interested where the interest consists in being a partner in a firm or a holder of shares in ordebentures of a corporation interested in the same.

150

7. Save as disclosed in the section entitled “Interested Person Transactions’’ of this Prospectus, noDirector has any interest in any existing contract or arrangement which is significant in relation toour business taken as a whole.

8. There is no shareholding qualification for Directors in the Bye-laws of our Company.

9. No sum or benefit has been paid or has been agreed to be paid to any Director or expert who is apartner of any firm in which a Director or expert or any corporation in which such Director orexpert holds shares or debentures, in cash or shares or otherwise by any person (i) (in the case ofa Director) to induce him to become, or to qualify him as our Director or otherwise for the servicesrendered by him or such firm or corporation in connection with the promotion or formation of ourCompany; or (ii) (in the case of an expert) for services rendered by him or such firm or corporationin connection with the promotion or formation of our Company.

SHARE CAPITAL

10. Save as disclosed below and set out in the section entitled “Share Capital” in this Prospectus,there were no changes in the issued and paid-up capital of our Company, its subsidiaries andsubsidiary entities within the three years preceding the date of lodgment of this Prospectus.

CentraLand Limited

Date Purpose Amount Resultant IssuedShare Capital

Number of Parordinary shares Value Consideration

11 October 2007 Organisation 1,000 HK$0.15 HK$150 HK$150(nil-paid) (nil-paid)

8 December 2007 Issue of further shares 999,000 HK$0.15 HK$149,850 HK$150,000(nil-paid) (nil-paid)

12 December 2007 375,000 HK$0.40 HK$150,000 HK$150,000

12 December 2007 1,599,625,000 HK$0.40 HK$639,850,000 HK$640,000,000Allotment and issueof new Sharespursuant to theRestructuringExercise for theacquisition of theentire issued sharecapital of Piaget

Crediting as fullypaid the existing375,000 nil-paidShares (being the1,000,000 nil-paidshares post-ShareConsolidation andpost-ShareSubdivision)pursuant to theRestructuringExercise for theacquisition of theentire issued sharecapital of Piaget

151




28 September 2006 First allotment 100 – US$100.00 US$100

12 October 2006 600 – US$600 US$700

20 October 2006 300 – US$51,500,000 US$51,500,700

4 August 2007 250 – US$90,000,000 US$141,500,700

Everwell International Holdings Limited


(HK$)Number Par Value Consideration

of shares (HK$) (HK$)

27 September 2002 Incorporation 2 1.00 2.00 2.00

18 December 2002 9,998 1.00 9,998 10,000

Zhengzhou Huanghe Great View Royal Garden Co., Ltd.

Date Purpose Amount (US$) Resultant IssuedShare Capital


23 December N.A. N.A. N.A.

18 June 2007 N.A. N.A. N.A. US$99,000,000(US$49,999,980

paid up on6 September

2007

Increase inregistered capital

US$5,000,000(fully paid on

24 October 1996)

Registered capital onregistration

Allotment and issueof new ordinaryshares pursuant tosubscription by LiWei and Wang Peng

Allotment and issueof new ordinaryshares pursuant tosubscription byOverseas Market

Allotment and issueof new ordinaryshares pursuant tosubscription byMarble Focus

Allotment and issueof new ordinaryshares pursuant tosubscription byEmber Vision

152

Henan Jinzhi Establishment Co., Ltd.

Date Purpose Amount (US$) Resultant IssuedShare Capital

Number Parof shares Value Consideration

30 October 1997 N.A. N.A. N.A.

11 August 2006 N.A. N.A. N.A.

11. Save as disclosed above and in the section entitled “Share Capital” in this Prospectus, no sharesor debentures were issued or were agreed to be issued by our Company for cash or for aconsideration other than cash during the last two years.

12. There has been no previous issue of Shares by us or offer for sale of our Shares to the publicwithin the two years preceding the Latest Practicable Date.

LITIGATION

13. Save as disclosed below, our Company was not engaged in any legal or arbitration proceedings inthe last 12 months before the date of the lodgment of this Prospectus, as plaintiff or defendant inrespect of any claims or amounts which are material in the context of the Invitation and ourDirectors have no knowledge of any proceedings pending or threatened against our Company orany facts likely to give rise to any litigation, claims or proceedings which might materially affect thefinancial position or profitability of our Group.

Stop work order and fine of Zhengzhou Great View

Zhengzhou Great View had commenced construction on approximately 130,000 sq m of a560,000 sq m parcel of land before it obtained the necessary land use rights. As a result,Zhengzhou Great View was issued a stop work order on 18 March 2006 by the Land andResources Inspection Team of Zhengzhou City and was imposed apenalty of RMB230,000. For more information on the aforesaid parcel of land, please refer to thesection entitled “General Information on Our Group – Business Overview” of this Prospectus.

Zhengzhou Great View had on 17 April 2006 paid the penalty in full and there has not been anyfurther action by the said authority. Construction works on the said land have been put on holduntil the requisite land use rights have been obtained. We believe that this is an isolated case andgoing forward, such incidents should not occur again.

Litigation between Zhengzhou Great View and Henan Jinzhi

On 19 November 2004, Zhengzhou Great View (as debtor) and Henan Jinzhi (as creditor) enteredinto a Court Enforcement Notarisation Letter numbered (2004) Zheng Hui Zheng Jing Zi No.256

notarised by Zhengzhou City Huiji District Notarisation Office(the Court Enforcement Notarisation Letter”), pursuant to which, Zhengzhou

Great View agreed to pay the sum of RMB 7.0 million to Henan Jinzhi for the provision ofconsultancy services by Henan Jinzhi to Zhengzhou Great View in relation to its propertydevelopment business. On 13 December 2004, on the application by Henan Jinzhi, the HenanProvince Zhengzhou City Middle Level People’s Court issued aNotice of Court Enforcement numbered (2005) Zheng Zhi Er Zi No.22

to inform Zhenghzou Great View that it will enforce the aforesaid CourtEnforcement Notarisation Letter. Subsequently, in March 2005, the parties entered into anagreement to terminate the aforesaid court enforcement procedure and Zhengzhou Great View isnot required to pay the aforesaid sum to Henan Jinzhi.

RMB25,000,000(fully paid on 10August 2006)

Increase inregistered capital

RMB10,000,000(fully paid on22 October 1997)

Registered capital onregistration

153

Dispute between Zhengzhou Great View and Xiong Suqin pursuant to purchase agreement

On 2005, Xiong Suqin , on behalf of Zhengzhou City Guancheng District Kangli StainlessSteel Kitchen Appliances Sales Office (“Kangli KitchenAppliances”), filed a claim against our subsidiary, Zhengzhou Great View, alleging ZhengzhouGreat View’s non-payment of the sum of RMB244,339 pursuant to a sale and purchase agreemententered into between Kangli Kitchen Appliances and Zhengzhou Great View on 19 August 2004 forthe supply of kitchen applicances by Kangli Kitchen Appliances to Zhengzhou Great View.Zhengzhou Great View was of the view that the kitchen appliances supplied by Kangli KitchenAppliances were not up to the standard as agreed between the parties and thus refused to pay theaforesaid outstanding sum.

On 3 November 2005, the parties came to an agreement and the People’s Court of Huiji DistrictZhengzhou City issued the Civil Mediation Notice (2005) Number 211

, according to which, Zhengzhou Great View agreed to pay Kangli KitchenAppliances RMB215,346 and the litigation fees of RMB6,250 to resolve the dispute. As at theLatest Practicable Date, Zhengzhou Great View has paid in full the aforesaid sums.

MATERIAL CONTRACTS

14. The following contracts not being contracts entered into in the ordinary course of business havebeen entered into by our Company and our subsidiaries within the two years preceding the date oflodgment of this Prospectus and are or may be material:

(a) The share transfer agreement dated 25 December 2006 entered into by Everwell withHanhai Establishment to acquire its entire 20.0% equity interest in Zhengzhou Great View atan aggregate consideration of US$91.4 million based on the net asset value of ZhengzhouGreat View as determined by an independent valuer on 31 October 2006. Please refer to thesections entitled “Group Structure” and “General Information of Our Group - History” of thisProspectus for further details.

(b) The share transfer agreement dated 23 June 2007 entered into by Zhengzhou Great Viewwith Pingdingshan City Fang Yuan Tian Tian Yugang Restaurant Co., Ltd

(“Tiantian Yugang”) for the transfer of our entire equity interest in HenanSinian Yingzhou Resort Hotel Management Co., Ltd (now known as Henan Guoling Hotspring Vacation Hotel Management Co., Ltd.

) (“Guoling Management”), by Zhengzhou Great Viewto Tiantian Yugang, for an aggregate consideration of RMB9.0 million. Please refer to thesection entitled “General Information of Our Group - History” of this Prospectus for furtherdetails.

(c) The share transfer agreement dated 25 June 2005 entered into by Zhengzhou Great Viewwith Zhengzhou Xiyasi Scientific and Educational Technology Development Co., Ltd.

for the transfer of its entire investments in Shanshui GolfClub (formerly known as Henan Sinian Golf Club

) (“Shanshui Golf Club”), by Zhengzhou Great View to Zhengzhou Xiyasi Scientificand Educational Technology Development Co., Ltd. , foran aggregate consideration of RMB10.0 million. Please refer to the section entitled “GeneralInformation of Our Group - History” of this Prospectus for further details.

(d) The two share transfer agreements, both dated 21 November 2006, entered into byZhengzhou Great View with (i) Henan Hesheng Enterprise Development Co., Ltd.

, Mr Li Wenjun and Ms Yan Fang and (ii) BridgeTrust and Investment Co., Ltd. , respectively, to acquire theirshareholdings in Henan Jinzhi for an aggregate consideration of RMB52.8 million. Pleaserefer to the section entitled “General Information of Our Group - History” of this Prospectusfor further details.

154

(e) The share transfer agreement entered into on 20 May 2007 by Henan Jinzhi withZhengzhou Haojiali Food Co., Ltd. (“Haojiali Food”) for thetransfer of Henan Jinzhi’s entire 25.0% equity interests in Zhengzhou City Heyi Pawn Co.,Ltd (“Heyi Pawn”) to Haojiali Food for a consideration ofRMB1.25 million, based on registered capital of Heyi Pawn). Please refer to the sectionentitled “General Information of Our Group - History” of this Prospectus for further details.

(f) The agreement dated 12 October 2007 entered into between Henan Sinian EstablishmentJoint Stock Co., Ltd. (formerly known as Henan Synear FoodJoint Stock Co., Ltd. ) (“Henan Synear”) and our Company togrant Zhengzhou Great View (or its nominee) the first right of refusal to acquire the relevantparcels of land owned by Henan Synear at a consideration which will be determined basedon independent valuation. Please refer to the section entitled “Interested PersonTransactions – Potential Conflicts of Interest” of this Prospectus for further details.

(g) The Subscription Agreement dated 3 August 2007 entered into between Overseas Market,Piaget, Ember Vision, Marble Focus, Li Wei, Wang Peng, Yan Tao and CIM X for theissuance of exchangeable notes by Overseas Market to CIM X, amounting to US$45.0million. Please refer to the section entitled “Restructuring Exercise – Subscription andissuance of Exchangeable Notes” of this Prospectus for further details.

(h) The exchangeable note instrument dated 7 August 2007 entered into between OverseasMarket, Piaget, Ember Vision, Marble Focus, Li Wei, Wang Peng, Yan Tao and CIM Xrelating to the terms and conditions of the exchangeable notes to be issued by OverseasMarket to CIM X. Please refer to the section entitled “Restructuring Exercise – Subscriptionand issuance of Exchangeable Notes” of this Prospectus for further details.

(i) The Subscription Agreement dated 1 September 2007 entered into between OverseasMarket, Piaget, Ember Vision, Marble Focus, Li Wei, Wang Peng, Yan Tao, Easy Solutionand Queen Hope for the issuance of exchangeable notes by Overseas Market to EasySolution and Queen Hope, amounting in aggregate to US$45.0 million. Please refer to thesection entitled “Restructuring Exercise – Subscription and issuance of ExchangeableNotes” of this Prospectus for further details.

(j) The exchangeable note instrument dated 1 September 2007 entered into between OverseasMarket, Piaget, Ember Vision, Marble Focus, Li Wei, Wang Peng, Yan Tao, Easy Solutionand Queen Hope relating to the terms and conditions of the exchangeable notes to beissued by Overseas Market to Easy Solution and Queen Hope. Please refer to the sectionentitled “Restructuring Exercise – Subscription and issuance of Exchangeable Notes” of thisProspectus for further details.

(k) The Share Swap Agreement dated 12 December 2007 between our Company and theshareholders of Piaget comprising Ember Vision, Marble Focus and the Pre-InvitationInvestors for the acquisition by our Company of the entire issued and paid up share capitalof Piaget comprising 1,250 shares of no par value. The acquisition was completed on 12December 2007. Please refer to the section entitled “Restructuring Exercise - Acquisition ofPiaget and Share Swap” of this Prospectus for further details.

(l) The Management and Underwriting Agreement dated 22 January 2008 between ourCompany, the Issue Manager and the Underwriter for the management of the Invitation andfor the underwriting of the Offer Shares.

(m) The Placement Agreement dated 22 January 2008 between our Company and thePlacement Agent for the placement of the Placement Shares.

(n) The depository agreement dated 22 January 2008 between our Company and CDPpursuant to which CDP will act as central depository for our securities for trades in thesecurities through the SGX-ST.

155

MISCELLANEOUS

15. There has been not been any public takeover offer by a third party in respect of our Shares, or byour Company in respect of shares of another corporation or units of another business trust, whichhas occurred during the period between 28 September 2007, which is the date of incorporation ofour Company, and the Latest Practicable Date.

16. No amount of cash or securities or benefit has been paid or given to any promoter within the twoyears preceding the Latest Practicable Date or is proposed or intended to be paid or given to anypromoter at any time.

17. No expert is employed on a contingent basis by our Company or any of our subsidiaries, has amaterial interest, whether direct or indirect, in the shares of our Company or our subsidiaries, orhas a material economic interest, whether direct or indirect, in our Company, including an interestin the success of the Offer.

18. Save as disclosed set out in the sections entitled “Risk Factors” and “Management’s Discussionand Analysis of Financial Conditions and Results of Operations” of this Prospectus, the financialcondition and operations of our Group are not likely to be affected by any of the following:

(a) known trends or known demands, commitments, events or uncertainties that will result in orare reasonably likely to result in our Group’s liquidity increasing or decreasing in anymaterial way;

(b) material commitments for capital expenditure;

(c) unusual or infrequent events or transactions or any significant economic changes that willmaterially affect the amount of reported income from operations; and

(d) known trends or uncertainties that have had or that we reasonably expect to have a materialfavourable or unfavourable impact on revenues or operating income.

19. Save as disclosed in the Combined Financial Information as set out in Appendix A to thisPropectus, our Directors are not aware of any event which has occurred since 30 June 2007 up tothe Latest Practicable Date, which may have a material effect on the financial position and resultsprovided in the Combined Financial Information as set out in Appendix A.

20. We currently have no intention of changing the auditors of the companies in our Group, whichhave been our auditors since our Company’s incorporation, after the listing of our Company on theSGX-ST, details of which are set out below:

Partner-in-charge/Name, Membership and Address Professional Body Professional Qualification

Grant Thornton Hong Kong Institute of Andrew LamCertified Public Accountants Certified Public Accountants Certified Public Accountant13th Floor, Gloucester Tower (Practising)The Landmark15 Queen’s Road CentralHong Kong

CONSENTS

21. Each of the Joint Reporting Accountants has given and has not withdrawn their respective writtenconsents to the issue of this Prospectus with the inclusion herein of the Combined FinancialInformation as set out in Appendix A and the Pro Forma Report as set out in Appendix B in theform and context in which it is included and references to their name in the form and context inwhich they appear in this Prospectus and to act in such capacity in relation to this Prospectus.

156

Details of the Joint Reporting Accountants are as follows:

Partner-in-charge/Name, Membership and Address Professional Body Professional Qualification

Foo Kon Tan Grant Thornton Institute of Certified Public Lim Shien Ching HenryCertified Public Accountants Accountants of Singapore Certified Public Accountant47 Hill Street #05-01Singapore Chinese Chamber ofCommerce & Industry BuildingSingapore 179365

Grant Thornton Hong Kong Institute of Andrew LamCertified Public Accountants Certified Public Accountants Certified Public Accountant13th Floor, Gloucester Tower (Practising)The Landmark15 Queen’s Road CentralHong Kong

22. Each of the Issue Manager, the Underwriter and the Placement Agent has given and has notwithdrawn its written consent to the issue of this Prospectus with the inclusion herein of its namein the form and context in which it appears in this Prospectus and to act in such capacity inrelation to this Prospectus.

23. CB Richard Ellis, the independent valuers, has given and has not withdrawn its written consent tothe issue of this Prospectus with the inclusion herein of the Valuer’s Report in the form and contextin which it is included and references to their name in the form and context in which they appear inthis Prospectus and to act in such capacity in relation to this Prospectus. The Valuer’s Report wasprepared by CB Richard Ellis for the purpose of incorporation in this document.

24. Jingtian & Gongcheng, the Legal Advisers to our Company on PRC law, has given and and hasnot withdrawn its written consent to the issue of this Prospectus with the inclusion herein of itsname, references and the statements attributed to them in the form and context in which theyappear in the sections “Risk factors – Failure to obtain the requisite building certificate for one ofour investment properties”, “General Information on our Group – Licences, Permits, Approvals andGovernment Regulations” and “General Information on our Group – Licences, Permits, Approvalsand Government Regulations – Regulations on the mergers and acquisition of domesticenterprises by foreign investors” of this Prospectus and to act in such capacity in relation to thisProspectus.

25. Each of the Issue Manager, the Underwriter, the Placement Agent, the Solicitors to the Invitation,the Legal Advisers to our Company on PRC Law, the Legal Advisers to our Company on HongKong Law, the Legal Advisers to our Company on Bermuda Law, the Solicitors to the IssueManager, Underwriter and Placement Agent, the Bermuda Share Registrar, the Registrar for theInvitation and Singapore Share Transfer Agent, the Independent Valuers, the Receiving Bank andthe Principal Banker do not make, or purport to make, any statement in this Prospectus or anystatement upon which a statement in this Prospectus is based and, to the maximum extentpermitted by law, expressly disclaim and take no responsibility for any liability to any person whichis based on, or arises out of, the statements, information or opinions in this Prospectus.

DOCUMENTS AVAILABLE FOR INSPECTION

26. Copies of the following documents may be inspected at the office of Rajah and Tann LLP, at4 Battery Road, #26-01, Bank of China Building, Singapore 049908 during normal business hoursfor a period of 6 months from the date of registration of this Prospectus:

(a) the Memorandum of Association and Bye-laws of our Company;

(b) the Combined Financial Information as set out in Appendix A of this Prospectus;

(c) the Pro Forma Report as set out in Appendix B of this Prospectus;

157

(d) the material contracts referred to in paragraph 14 of this section;

(e) the letters of consent referred to in paragraphs 21, 22, 23 and 24 of this section;

(f) the Service Agreements referred to in the section entitled “Directors, Management and Staff– Service Agreements” in this Prospectus;

(g) the CB Richard Ellis Valuation Report as set out in Appendix C to this Prospectus; and

(h) the Bermuda Companies Act.

STATEMENT BY OUR DIRECTORS

27. This Prospectus has been seen and approved by our Directors and they collectively andindividually accept the full responsibility for the accuracy of the information given in this Prospectusand confirm, having made all reasonable enquiries, that to the best of their knowledge and belief,that the facts stated and the opinions expressed herein are fair and accurate in all materialrespects as of the date hereof and there are no other facts the omission of which would make anystatements herein misleading, and that this Prospectus constitutes full and true disclosure of allmaterial facts about the Invitation and our Group.

158

APPENDIX A

REPORT FROM THE JOINT REPORTING ACCOUNTANTS ON THE AUDITEDCOMBINED FINANCIAL INFORMATION OF THE GROUP FOR THE FINANCIAL

YEARS ENDED 31 DECEMBER 2004, 31 DECEMBER 2005, 31 DECEMBER 2006AND SIX MONTHS ENDED 30 JUNE 2007

22 January 2008

The Board of DirectorsCentraLand LimitedClarendon House2 Church StreetHamilton HM 11Bermuda

Dear Sirs

This report has been prepared for inclusion in the prospectus dated 22 January 2008 (“Prospectus”) inconnection with the invitation in respect of offer of shares of CentraLand Limited (the “Company”).

We have audited the accompanying combined financial statements of the Company and its subsidiaries(collectively the “Group”), as set out in Appendix A on pages A-3 to A-45. The combined financialstatements comprise the combined balance sheets of the Group as at 31 December 2004, 2005 and2006 and 30 June 2007, the combined income statements, combined statements of changes in equityand combined cash flow statements of the Group for each of the years ended 31 December 2004, 2005and 2006 and six months ended 30 June 2007 (the “Relevant Periods”) and a summary of significantaccounting policies and other explanatory notes (the “Combined Financial Information”).

Directors’ responsibility for the Combined Financial Information

The Company’s directors are responsible for the preparation and fair presentation of these CombinedFinancial Information in accordance with International Financial Reporting Standards (“IFRS”). Thisresponsibility includes: designing, implementing and maintaining internal control relevant to thepreparation and fair presentation of the Combined Financial Information that are free from materialmisstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; andmaking accounting estimates that are reasonable in the circumstances.

Joint Reporting Accountants’ responsibility

Our responsibility is to express an opinion on the Combined Financial Information based on our audit. Weconducted our audit in accordance with International Standards on Auditing. Those standards requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceas to whether the Combined Financial Information are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosure inthe Combined Financial Information. The procedures selected depend on the auditors’ judgement,including the assessment of the risk of material misstatement of the Combined Financial Information,whether due to fraud or error. In making those risk assessments, the auditors consider internal controlrelevant to the entity’s preparation and fair presentation of the Combined Financial Information in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bydirectors, as well as evaluating the overall presentation of the Combined Financial Information.

A-1

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion.

For the purpose of this report, the unaudited comparative combined income statement, combinedstatement of changes in equity and combined cash flow statement of the Group for the six months ended30 June 2006 have been extracted from the unaudited combined management financial information andwe have not carried out a review nor audit of those financial information. The unaudited combinedmanagement financial information is the responsibility of the directors of the Company.

Opinion

In our opinion, the Combined Financial Information, for the purpose of this report and prepared on thebasis set out in note 3 of this report, present fairly, in all material respects, the Group’s combined results,combined statements of changes in equity and combined cash flows for each of the Relevant Periods,and the Group’s combined financial positions as at 31 December 2004, 2005 and 2006 and 30 June2007 and have been properly prepared in accordance with IFRS.

Yours faithfully

Foo Kon Tan Grant Thornton Grant ThorntonCertified Public Accountants Certified Public AccountantsSingapore Hong Kong

Partner: Henry Lim Partner: Andrew Lam

A-2

Combined income statementsFor the three years ended 31 December 2004, 2005 and 2006 and six months ended 30 June 2007

Notes Year ended 31 December Six months ended30 June

2004 2005 2006 2006 2007RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

(Unaudited)

Revenue 7 – 145,604 276,468 10,250 150,805Cost of sales – (82,922) (98,968) (3,723) (64,332)

Gross profit – 62,682 177,500 6,527 86,473

Other income 7 1,340 4,247 3,870 1,998 2,348Selling expenses (3,674) (9,514) (6,671) (4,070) (3,986)Administrative expenses (7,425) (12,642) (21,965) (7,435) (8,077)Other operating expenses (24) (158) (550) (296) (1,681)

(Loss)/Profit from operations 8 (9,783) 44,615 152,184 (3,276) 75,077Finance costs 9 (584) (604) (488) – (1,373)

(Loss)/Profit before taxation (10,367) 44,011 151,696 (3,276) 73,704Income tax expenses 10 – (25,099) (97,193) (2,468) (50,499)


Attributable to:Equity holders of the Company (8,294) 15,132 45,431 (4,623) 17,827Minority interests (2,073) 3,780 9,072 (1,121) 5,378

(10,367) 18,912 54,503 (5,744) 23,205

(Loss)/Earnings per share for profit/(loss) attributable to the equity holders of the Company during the year/period - Basic (RMB cents) 11 (0.52) 0.95 2.84 (0.29) 1.11

A-3

Combined balance sheetsAs at 31 December 2004, 2005 and 2006 and 30 June 2007

Notes At 31 December At 30 June2004 2005 2006 2007

RMB’000 RMB’000 RMB’000 RMB’000

ASSETS AND LIABILITIES

Non-current assets

Property, plant and equipment 12 187,059 179,799 178,176 175,419Investment properties 13 – 39,281 40,042 41,306Land use rights 14 636 625 614 609Goodwill 15 – – 38,703 38,703Deferred tax assets 28 – 4,056 18,430 25,235

187,695 223,761 275,965 281,272

Current assets

Deposits paid 16 10,724 44,900 169,375 118,185Properties held for development 17 36,920 36,684 35,061 43,909Properties held under development 18 72,826 34,095 106,286 106,391Properties held for sale 19 – 76,679 98,062 52,758Trade receivables 20 – – 4,470 –Prepayments and other receivables 21 2,874 5,972 16,118 58,141Due from a shareholder 22 – – 409,734 409,734Restricted bank deposits 23(a) – 4,645 10,693 10,674Cash and bank balances 23(b) 11,322 30,649 61,460 300,182

134,666 233,624 911,259 1,099,974

Current liabilities

Trade payables 12,254 23,027 2,442 1,388Accruals and other payables 24 3,653 11,259 138,386 24,311Receipts in advance 25 – 51,866 99,087 386,583Interest-bearing bank and otherborrowings 26 187,260 115,100 237,000 190,000

Due to a related party 27 5,967 – – –Tax payable – 22,144 112,193 159,954

209,134 223,396 589,108 762,236

Net current (liabilities)/assets (74,468) 10,228 322,151 337,738

Total assets less current liabilities 113,227 233,989 598,116 619,010

Non-current liabilities

Interest-bearing bank and otherborrowings 26 – 100,000 – –

Net assets 113,227 133,989 598,116 619,010

EQUITY

Equity attributable to the Company’s equity holders

Share capital 29 11 11 409,745 409,745Reserves 110,929 126,363 169,645 186,635

110,940 126,374 579,390 596,380Minority interests 2,287 7,615 18,726 22,630

Total equity 113,227 133,989 598,116 619,010

A-4

Combined statements of changes in equityFor the three years ended 31 December 2004, 2005 and 2006 and six months ended 30 June 2007

Minority TotalEquity attributable to the Company’s shareholders interests equity

Share Capital Statutory Retained capital reserve reserves earnings Total

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000(Note 30(a)) (Note 30(b))

At 1 January 2004 11 73,614 – 44,053 117,678 3,971 121,649Loss for the year – – – (8,294) (8,294) (2,073) (10,367)

Total income and expenses recognised during the year – – – (8,294) (8,294) (2,073) (10,367)

Capital contributions – 1,556 – – 1,556 389 1,945

At 31 December 2004 and 1 January 2005 11 75,170 – 35,759 110,940 2,287 113,227

Profit for the year – – – 15,132 15,132 3,780 18,912

Total income and expenses recognised during the year – – – 15,132 15,132 3,780 18,912

Capital contributions – 765 – – 765 1,085 1,850Transfer to statutory reserves – – 1,052 (1,515) (463) 463 –

At 31 December 2005 and 1 January 2006 11 75,935 1,052 49,376 126,374 7,615 133,989

Profit for the year – – – 45,431 45,431 9,072 54,503

Total income and expensesrecognised during the year – – – 45,431 45,431 9,072 54,503

Capital contributions 409,734 – – – 409,734 – 409,734Dividend paid to a minorityshareholder – – – – – (110) (110)

Transfer to statutory reserves – – 8,510 (10,659) (2,149) 2,149 –

At 31 December 2006 and 1 January 2007 409,745 75,935 9,562 84,148 579,390 18,726 598,116

Profit for the period – – – 17,827 17,827 5,378 23,205

Total income and expensesrecognised during the period – – – 17,827 17,827 5,378 23,205

Dividend paid to a minorityshareholder – – – – – (60) (60)

Disposal of a subsidiary – (765) (72) – (837) (1,414) (2,251)

At 30 June 2007 409,745 75,170 9,490 101,975 596,380 22,630 619,010

A-5

Combined statements of changes in equity (Continued)For the three years ended 31 December 2004, 2005 and 2006 and six months ended 30 June 2007

Minority TotalEquity attributable to the Company’s shareholders interests equity

Share Capital Statutory Retained capital reserve reserves earnings Total

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000(Note 30(a)) (Note 30(b))

For the six months ended30 June 2006 (Unaudited)

At 1 January 2006 11 75,935 1,052 49,376 126,374 7,615 133,989Profit for the period – – – (4,623) (4,623) (1,121) (5,744)

Total income and expensesrecognised during the period – – – (4,623) (4,623) (1,121) (5,744)

Dividend paid to a minorityshareholder – – – – – (50) (50)

Transfer to statutory reserves – – 80 (112) (32) 32 –

At 30 June 2006 11 75,935 1,132 44,641 121,719 6,476 128,195

A-6

Combined cash flow statementsFor the three years ended 31 December 2004, 2005 and 2006 and six months ended 30 June 2007



(Unaudited)

Cash flows from operating activities

(Loss)/Profit before taxation (10,367) 44,011 151,696 (3,276) 73,704Adjustments for:Interest income 7 (114) (542) (310) (142) (168)Interest expenses 9 584 604 488 – 1,373Depreciation 8 2,503 4,872 7,494 3,090 3,946Loss on disposal of a subsidiary – – – – 253Amortisation of land use rights 8 11 11 11 5 5

Operating (loss)/profit beforeworking capital changes (7,383) 48,956 159,379 (323) 79,113(Increase)/decrease in propertiesheld for development (36,920) 236 1,623 10,635 (8,848)

(Increase)/decrease in propertiesheld under development (53,707) 53,258 (736) 927 5,923

(Increase)/decrease in propertiesheld for sale – (76,679) (21,383) (39,596) 45,304

(Increase)/decrease in tradereceivables – – (4,470) – 4,470

(Increase)/decrease inprepayments, other receivables and deposits paid (8,153) (36,509) (116,843) (178,820) 9,167

(Increase)/decrease in restricted bank deposits – (4,645) (6,048) (4,256) 19

Increase/(decrease) in trade payables 11,382 10,773 (20,585) (16,124) (1,054)

(Decrease)/increase in accruals and other payables (9,039) 7,606 58,090 33,685 (113,303)

Increase in receipts in advance – 51,866 47,221 194,784 287,496

Cash (used in)/generated fromoperations (103,820) 54,862 96,248 912 308,287Income taxes paid – (7,011) (21,518) (7,431) (9,543)Interest received 114 542 310 142 168

Net cash (used in)/generatedfrom operating activities (103,706) 48,393 75,040 (6,377) 298,912

A-7

Combined cash flow statements (Continued)For the three years ended 31 December 2004, 2005 and 2006 and six months ended 30 June 2007



(Unaudited)

Cash flows from investing activities

Acquisition of a subsidiary, net of cash acquired 31 – – (12,540) – –

Proceeds from disposal of property, plant and equipment 1 1,897 – – –

Purchases of property, plant and equipment (53,426) (38,790) (5,756) (3,500) (2,453)

Disposal of a subsidiary, net of cash disposed of 32(b) – – – – (3,276)

Net cash used in investing activities (53,425) (36,893) (18,296) (3,500) (5,729)

Cash flows from financing activities

Dividend paid to a minorityshareholder of a subsidiary – – (110) (50) (60)

Capital contributed by a minorityshareholder of a subsidiary – 1,085 – – –

New bank borrowings 40,000 118,100 205,000 105,000 40,000New other borrowings 162,600 102,000 2,000 2,000 100,000Repayment of bank borrowings (9,500) (45,000) (113,100) (65,000) (155,000)Repayment of other borrowings (20,000) (147,260) (102,000) (2,000) (32,000)Repayment to a related party – (5,967) – – –Interest paid (6,212) (15,131) (17,723) (9,680) (7,401)

Net cash generated from/(used in) financing activities 166,888 7,827 (25,933) 30,270 (54,461)

Net increase in cash and cashequivalents 9,757 19,327 30,811 20,393 238,722

Cash and cash equivalentsat beginning of year/period 1,565 11,322 30,649 30,649 61,460

Cash and cash equivalentsat end of year/period 11,322 30,649 61,460 51,042 300,182

A-8

Notes to the combined financial statements

1. INTRODUCTION

The Combined Financial Information of the Group have been prepared for inclusion in theProspectus of the Company issued for the invitation (the “Invitation”) by the Company in respect ofthe offer of 245,000,000 new shares of HK$0.40 each at S$0.50 per share in the Company forcash.

2. THE COMPANY

The Company was incorporated in Bermuda under the Company Act 1981 of Bermuda on 28September 2007 as an exempted company with limited liability under the name of CentraLandLimited.

At the date of incorporation, the authorised share capital of the Company was HK$100,000 dividedinto 666,666 ordinary shares of HK$0.15 each. On 11 October 2007, 1,000 ordinary shares ofHK$0.15 each were allotted and issued nil paid at par to Ember Vision Limited (“Ember Vision”).

The registered office of the Company is located at Clarendon House, 2 Church Street, HamiltonHM11, Bermuda. The principal place of business of the Company is located at No. 86 South Bankof Yellow River, Huiji District, Zhengzhou City, Henan Province, the People’s Republic of China,excluding Hong Kong and Macau (the “PRC”). The Company does not have a place of business inSingapore as at the date of this report.

The principal activity of the Company is investment holding. The principal activities of theCompany’s subsidiaries are set out in note 3 to the combined financial statements.

Pursuant to written resolutions dated 8 December 2007, the then sole shareholder approved, interalia, the following:

(a) the increase of the authorised share capital from HK$100,000 to HK$150,000 divided into1,000,000 ordinary shares of HK$0.15 each;

(b) the allotment and issue of 999,000 nil-paid new ordinary shares of HK$0.15 each to EmberVision;

(c) the consolidation of every eight ordinary shares of HK$0.15 each into one ordinary share ofHK$1.20; and

(d) the sub-division of every one ordinary share of HK$1.20 into three shares of HK$0.40 each.

Pursuant to written resolutions dated 12 December 2007, the then sole shareholder approved,inter alia, the following:

(a) the increase in the authorised share capital of the Company from HK$150,000 divided into375,000 shares to HK$2,000,000,000 divided into 5,000,000,000 shares;

(b) crediting as fully paid the 375,000 nil-paid shares held by Ember Vision and the allotmentand issue of 1,599,625,000 new shares credited as fully paid, to Ember Vision, MarbleFocus Limited (“Marble Focus”), CIM X Limited (“CIM X”), Easy Solution Limited (“EasySolution”) and Queen Hope Holdings Limited (“Queen Hope”) as part of the Company’sRestructuring Exercise as defined below (CIM X, Easy Solution and Queen Hopecollectively, the “Pre-Invitation Investors”), subject to the Company’s receipt of the BermudaMonetary Authority’s permission to issue the said 1,599,625,000 new shares;

Pursuant to written resolutions dated 19 December 2007, the shareholders approved, inter alia,the following:

(a) the adoption of a new set of bye-laws of the Company;

A-9

2. THE COMPANY (Continued)

(b) the allotment and issue of the new shares which are the subject of the Invitation. The newshares, when allotted, issued and fully paid-up, will rank pari passu in all respects with theexisting issued and fully paid-up shares; and

(c) that authority be given to the directors to:

i. allot and issue shares (other than the new shares) whether by way of rights, bonus orotherwise (including shares as may be issued pursuant to any Instruments (asdefined below) made or granted by the directors while this resolution is in forcenotwithstanding that the authority conferred by this resolution may have ceased to bein force at the time of issue if such shares); and/or

ii. make or grant offers, agreements or options (collectively, the “Instruments”) that mightor would require shares to be issued, including but not limited to the creation andissue of warrants, debentures or other instruments convertible into shares, at any timeand upon such terms and conditions and for such purposes and to such persons asthe directors may think fit for the benefit of the Company,

provided that the aggregate number of shares issued pursuant to such authority (includingshares issued pursuant to any instrument), shall not exceed 50% of the post-Invitationissued share capital of the Company and provided further that the aggregate number ofsuch shares to be offered other than on a pro-rata basis in pursuance to such authority(including shares issued pursuant to any instrument) to the then existing shareholders shallnot exceed 20% of the post-Invitation issued share capital of the Company, and unlessrevoked or varied by the Company in general meeting, such authority shall continue in fullforce until the conclusion of the next annual general meeting or the date by which the nextannual general meeting is required by law or by the bye-laws to be held, whichever is earlier.

For the purposes of this resolution, the “post-Invitation issued share capital” shall mean theenlarged issued share capital of the Company immediately after the Invitation and afteradjusting for: (i) new shares arising from the conversion or exercise of any convertiblesecurities; (ii) new shares arising from exercising share options or vesting of share awardsoutstanding or subsisting at the time such authority is given, provided that the options orawards were granted in compliance with the Listing Manual of the Singapore ExchangeSecurities Trading Limited; and (iii) any subsequent consolidation or sub-division of theshares.

As at the date of this report, the authorised share capital of the Company is HK$2,000,000,000,divided into 5,000,000,000 ordinary shares of HK$0.40 each. The issued and paid-up sharecapital of the Company is HK$640,000,000, divided into 1,600,000,000 ordinary shares ofHK$0.40 each.

A-10

Notes to the combined financial statements (Continued)

3. THE REORGANISATION AND BASIS OF PRESENTATION

A reorganisation exercise was undertaken by the Group to rationalise the corporate structure forthe Invitation (the “Restructuring Exercise”). The following steps were carried out in theRestructuring Exercise:

(a) Shareholdings of a subsidiary, Piaget Management Limited (“Piaget”), prior to theRestructuring Exercise and the transfer of shareholding interests in Ember Vision byMr Li Wei to Mr Wang Peng

Prior to the Restructuring Exercise, all the issued shares of the subsidiary, Piaget, were heldentirely by Ember Vision, a company incorporated in the British Virgin Islands (“BVI”) as aninvestment holding company. Ember Vision was jointly owned by Mr Li Wei and Mr WangPeng in the proportion of 90.0% and 10.0% respectively. Mr Wang Peng is the son of Mr LiWei’s cousin.

On 12 September 2007, Mr Li Wei, the non-executive chairman of the Company, transferred32.85% equity interest in Ember Vision held by him to Mr Wang Peng for nominalconsideration of US$1.00 per share. Upon completion of the aforesaid transfer, EmberVision was owned by Mr Li Wei and Mr Wang Peng in the proportion of 57.15% and 42.85%respectively.

(b) Subscription of Piaget’s shares by Mr Yan Tao

On 20 October 2006, the sole director of Piaget approved, inter alia, the, subscription by MrYan Tao or a company wholly-owned by Mr Yan Tao of 300 ordinary shares of no par valuein the capital of Piaget (“Piaget Shares”), representing 30.0% of then enlarged share capitalof Piaget, at an aggregate consideration of US$51.5 million, determined on willing buyerwilling seller and arm’s length basis. Upon completion of the subscription, Marble Focus, aBVI investment holding company wholly-owned by Mr Yan Tao, was allotted and issued 300Piaget Shares.

Following the completion of the subscriptions referred to above, the entire issued sharecapital of Piaget was owned by Ember Vision and Marble Focus in the proportion of 70.0%and 30.0% respectively.

(c) Incorporation of Overseas Market Group Limited (“Overseas Market”) and itssubscription of Piaget Shares

Overseas Market was incorporated on 3 July 2007 in the BVI as an investment holdingcompany. Overseas Market has 10 issued shares (the “Overseas Market Shares”) ofUS$1.00 each, of which Mr Li Wei and Mr Wang Peng owned 9 and 1 Overseas MarketShares respectively.

On 4 August 2007, the sole director of Piaget approved, inter alia, the, subscription byOverseas Market of 250 Piaget Shares, representing 20.0% of then enlarged share capitalof Piaget, at the consideration of US$360,000 per share resulting in an aggregateconsideration of US$90.0 million based on the net asset value of Zhengzhou HuangheGreat View Royal Garden Company Limited (“Zhengzhou Huanghe”) as at 31 October 2006.Upon completion of subscription, the entire shareholding interests of Piaget were held byEmber Vision, Marble Focus and Overseas Market in the proportion of 56.0%, 24.0% and20.0% respectively.

A-11


3. THE REORGANISATION AND BASIS OF PRESENTATION (Continued)

(d) Subscription and issuance of exchangeable notes

On 3 August 2007, Overseas Market, Piaget, Ember Vision, Marble Focus, Mr Li Wei, MrWang Peng, Mr Yan Tao and CIM X entered into a subscription agreement (the “CIMSubscription Agreement”) for the issuance of exchangeable notes with an aggregateprincipal value of US$45.0 million (the “CIM Exchangeable Notes”) by Overseas Market toCIM X.

Under the CIM Subscription Agreement, the parties agreed, inter alia, that:

(i) the CIM Exchangeable Notes were exchangeable into Piaget Shares held byOverseas Market in the event of the listing of the Company on the SingaporeExchange Securities Trading Limited, on the terms and conditions of the CIMSubscription Agreement and the exchangeable note instrument, also entered into bythe parties to the CIM Subscription Agreement; and

(ii) Mr Li Wei, Mr Wang Peng and Mr Yan Tao (collectively, as guarantors) wouldguarantee, inter alia, the due payment by Overseas Market of the principal amountand interest accruing on the CIM Exchangeable Notes (if any), as and when the sameshould become due and payable.


On 1 September 2007, Overseas Market, Piaget, Ember Vision, Marble Focus, Mr Li Wei, MrWang Peng, Mr Yan Tao and the other Pre-Invitation Investors (other than CIM X) enteredinto a subscription agreement (the “Pre-Invitation Subscription Agreement”) for the issuanceof exchangeable notes with an aggregate principal value of US$45.0 million (the “Pre-Invitation Exchangeable Notes”) by Overseas Market to the other Pre-Invitation Investors(other than CIM X) on the same terms as the CIM Subscription Agreement.

On 1 September 2007, Overseas Market issued the Pre-Invitation Exchangeable Notes tothe other Pre-Invitation Investors (other than CIM X) and the aggregate consideration of US$45.0 million was satisfied in full by these Pre-Invitation Investors in cash.

On 12 December 2007, the Pre-Invitation Investors exchanged their CIM and Pre-InvitationExchangeable Notes for an aggregate 250 Piaget Shares held by Overseas Market (the“Exchange”).

Upon completion of the Exchange, Ember Vision, Marble Focus, CIM X , Easy Solution andQueen Hope respectively held 56.0%, 24.0%, 10.0%, 6.0% and 4.0% of the total issuedshare capital of Piaget.

(e) Acquisition of Piaget and share swap

On 12 December 2007, the Company, as purchaser, and the shareholders of Piagetcomprising Ember Vision, Marble Focus and the Pre-Invitation Investors, as vendors,entered into a share swap agreement (the “Share Swap Agreement”). The terms of theShare Swap Agreement were determined on willing buyer willing seller basis and carried outon arm’s length basis. Pursuant to the Share Swap Agreement, the Company acquired theentire issued and paid-up share capital of Piaget comprising 1,250 Piaget Shares from thethen shareholders of Piaget. The consideration for the said acquisition was satisfied by (i)the crediting as fully paid, at par, the 375,000 nil-paid ordinary shares of HK$0.4 each in theCompany held by Ember Vision; and (ii) the allotment and issue of an aggregate of1,599,625,000 new ordinary shares of HK$0.40 each in the capital of the Company, creditedas fully paid.

A-12



As at the date of this report, the Company has direct and indirect interests in the followingsubsidiaries, each of which is a limited liability company:

Issued andPrincipal paid-up

Date and place of activities share/ Equity incorporation/ and place of registered interest

Name establishment operations capital held Notes

Subsidiaries

Directly held:

Piaget Management 28 September 2006 Investment US$141,500,700 100% (a) Limited BVI holding, BVI

Indirectly held:

Everwell International 27 September 2002 Investing holding, HK$10,000 100% (b)Holdings Limited Hong Kong Hong Kong(“Everwell”)

Zhengzhou Huanghe 25 December 1995 Property US$49,999,980 100% (c),(e)Great View Royal PRC development, sales,Garden Company management and Limited investment holding,

PRC

Henan Jinzhi 30 October 1997 Property RMB25,000,000 100% (d),(f) Establishment PRC development andCompany sales, PRCLimited (“Henan Jinzhi”)

Notes:

(a) There is no audit requirement in the BVI.

(b) Everwell was established with an issued capital of HK$2 in Hong Kong on 27 September 2002. On 18 December2002, pursuant to subscription by Mr Li Wei and Mr Wang Peng, there was allotment and issue of 9,998 new ordinaryshares of HK$1.00 each, resulting in issued capital of HK$10,000. The statutory financial statements, prepared inaccordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified PublicAccountants, of this company for the years ended 31 December 2004, 2005 and 2006 were audited by Yip Leung &So Limited and were qualified for non-preparation of consolidated financial statements.

(c) Zhengzhou Huanghe was established with a registered capital of US$5,000,000 in the PRC on 25 December 1995and its registered capital was paid-up in full on 24 October 1996. On 18 June 2007, the registered capital ofZhengzhou Huanghe was approved to be increased from US$5,000,000 to US$99,000,000. As the date of thisreport, registered capital of US$49,999,980 has been paid up.

(d) Henan Jinzhi was established with a registered capital of RMB10,000,000 in the PRC on 30 October 1997 and itsregistered capital was paid-up in full on 22 October 1997. On 11 August 2006, the registered capital of Henan Jinzhiwas approved to be increased from RMB10,000,000 to RMB25,000,000 and this registered capital has been paid upon 10 August 2006.

(e) The statutory financial statements, prepared in accordance with the generally accepted accounting principles in thePRC, of this company for the years ended 31 December 2004, 2005 and 2006 were audited by Zhengzhou YonghaoUnite Certified Public Accountant Co., Ltd. and were unqualified.

(f) The statutory financial statements, prepared in accordance with the generally accepted accounting principles in thePRC, of this company for the years ended 31 December 2004, 2005 and 2006 were audited by Henan Jianye UniteCertified Public Accountant Co., Ltd. and were unqualified.

A-13



The operations of the Group were carried out by Zhengzhou Huanghe which was established withlimited liability in the PRC.

Everwell was incorporated on 27 September 2002 in Hong Kong and was mainly engaged ininvestment holdings and trading of frozen food products. Pursuant to the Restructuring Exercise,the operations of trading of frozen food products of Everwell and Henan Jinzhi’s investment in anassociate were not transferred to the Group. They are collectively referred to as the “Non-transferred Operations”.

The financial information of the Non-transferred Operations have not been included in theCombined Financial Information throughout the Relevant Periods as they have distinct andseparate management personnel, maintained separate accounting records and have beenfinanced historically as if they were autonomous.

The Group is regarded as a continuing entity resulting from the Restructuring Exercise since all ofthe entities which took part in the Restructuring Exercise were controlled by the same ultimateshareholders before and immediately after the Restructuring Exercise with the exception of (i)Henan Jinzhi was acquired by the Group on 21 November 2006 (the “Acquired Interests”); and (ii)Henan Guoling Hotspring Vacation Hotel Management Co., Ltd. was disposed by the Group on 23June 2007. Consequently, immediately after the Restructuring Exercise, there was a continuationof the risks and benefits to the ultimate shareholders that existed prior to the RestructuringExercise. The Restructuring Exercise has been accounted for as a reorganisation under commoncontrol in a manner similar to pooling of interests except for the Acquired Interests which havebeen accounted for since the date of acquisition. Accordingly, the combined financial statementsfor the years ended 31 December 2004, 2005 and 2006 and six months ended 30 June 2007 havebeen prepared on the basis of merger accounting and comprise the financial statements of thesubsidiaries which were under common control of the ultimate shareholders that existed prior tothe Restructuring Exercise except for the Acquired Interests.

The Combined Financial Information has been prepared based on the audited consolidatedfinancial statements of Zhengzhou Huanghe for the years ended 31 December 2004, 2005 and2006 and six months ended 30 June 2007, and where appropriate, unaudited managementaccounts of all companies now comprising the Group. The directors of the respective companiesof the Group at the years/period ended 31 December 2004, 2005 and 2006 and 30 June 2007 areresponsible for preparing these audited consolidated financial statements of Zhengzhou Huangheand the unaudited management accounts of the subsidiaries now comprising the Group for theyears/period ended 31 December 2004, 2005 and 2006 and 30 June 2007, which give a true andfair view.

A-14


4. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

The Combined Financial Information have been prepared in accordance with the InternationalFinancial Reporting Standards (“IFRSs”), which collective term includes all applicable individualInternational Financial Reporting Standards, International Accounting Standards andInterpretations as promulgated by the International Accounting Standards Board (“IASB”), andhave been consistently applied throughout the Relevant Periods.

Basis of preparation of the Combined Financial Information

IFRS 1, First-time Adoption of International Financial Reporting Standards, has been applied inpreparing these Combined Financial Information. These combined financial statements are thefirst set of financial statements prepared in accordance with IFRS by the Group.

The accounting policies set out below have been applied consistently to all periods presented inthese combined financial statements and in preparing an opening IFRS balance sheet at 1January 2004 for the purpose of the first set of IFRS financial statements. The accounting policieshave been applied consistently by the Group.

The Group has not early adopted the following IFRSs that have been issued but are not yeteffective. The adoption of such IFRSs will not result in substantial changes to the Group’saccounting policies.

IAS 1 (Revised) Capital Disclosures1

IAS 23 (Revised) Borrowing Costs1

IFRS 8 Operating segments1

IFRIC 11 IFRS 2: Group and Treasury Share Transactions2

IFRIC 12 Service Concession Arrangements3

IFRIC 13 Customer Loyalty Programmes4

IFRIC 14 IAS 19: The Limit on a Defined Benefit Asset, Minimum FundingRequirements and their Interaction3

Notes:

1 Effective for annual periods beginning on or after 1 January 20092 Effective for annual periods beginning on or after 1 March 20073 Effective for annual periods beginning on or after 1 January 20084 Effective for annual periods beginning on or after 1 July 2008

The combined financial statements have been prepared in accordance with the significantaccounting policies set out below. The combined financial statements have been prepared underthe historical cost convention. The preparation of the combined financial statements in conformitywith IFRS requires the use of certain critical accounting estimates. It also requires management toexercise its judgement in the process of applying the Group’s accounting policies. The areasinvolving higher degree of judgement or complexity, or areas where assumptions and estimatesare significant to the combined financial statements are disclosed in note 5. The principalaccounting policies adopted are as follows:

(a) Subsidiaries

Subsidiaries are all entities over which the Company has the power to control the financialand operating policies. The existence and effect of potential voting rights that are currentlyexercisable or convertible are considered when assessing whether the Company controlsanother entity. Subsidiaries are fully consolidated from the date on which control istransferred to the Company. They are de-consolidated from the date that control ceases.

A-15


4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(a) Subsidiaries (Continued)

In addition, acquired subsidiaries are subject to application of the purchase method. Thisinvolves the revaluation at fair value of all identifiable assets and liabilities, includingcontingent liabilities of the subsidiary, at the acquisition date, regardless of whether or notthey were recorded in the financial statements of the subsidiary prior to acquisition. Oninitial recognition, the assets and liabilities of the subsidiary are included in the combinedbalance sheet at their revalued amounts, which are also used as the bases for subsequentmeasurement in accordance with the Group accounting policies.

Upon the reassessment on the identification and measurement of the acquiree’s identifiableassets, liabilities and contingent liabilities and the measurement of the cost of the businesscombination, the excess of the Group’s interest in the net fair value of the acquiree’sidentifiable assets, liabilities and contingent liabilities over costs is recognised immediately inthe combined income statement after that reassessment.

Inter-company transactions, balances and unrealised gains on transactions between Groupcompanies are eliminated. Unrealised losses are also eliminated unless the transactionprovides evidence of an impairment of the asset transferred. Adjustments have been madeto the financial statements of the subsidiaries where necessary to ensure consistency withthe policies adopted by the Group.

Minority interest represents the portion of the profit or loss and net assets of a subsidiaryattributable to equity interests that are not owned by the Group and are not the Group’sfinancial liabilities.

Minority interests are presented in the combined balance sheet within equity, separatelyfrom the equity attributable to the equity holders of the Company. Profit or loss attributableto the minority interests are presented separately in the combined income statement as anallocation of the Group’s results. Where losses applicable to the minority exceeds theminority interests in the subsidiary’s equity, the excess and further losses applicable to theminority are allocated against the minority interest to the extent that the minority has abinding obligation and is able to make an additional investment to cover the losses.Otherwise, the losses are charged against the Group’s interests. If the subsidiarysubsequently reports profits, such profits are allocated to the minority interest only after theminority’s share of losses previously absorbed by the Group has been recovered.

(b) Property, plant and equipment

Property, plant and equipment, other than construction in progress, are stated at cost lessaccumulated depreciation and impairment losses. The cost of an asset comprises itspurchase price and any directly attributable costs of bringing the asset to the workingcondition and location for its intended use.

Depreciation is calculated on the straight-line basis to write off the cost of property, plantand equipment, less any estimated residual values, over the following estimated useful lives:

Leasehold buildings The shorter of the lease terms and 30 yearsFurniture, fixtures and office equipment 5 yearsMotor vehicles 5 to 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, ateach balance sheet date.

The gain or loss arising on retirement or disposal is determined as the difference betweenthe sales proceeds and the carrying amount of the asset and is recognised in the combinedincome statement.

A-16



(b) Property, plant and equipment (Continued)

Construction in progress represents factory buildings under construction, which is stated atcost less any impairment losses and is not depreciated. Cost comprises direct costs ofconstruction, installation and testing. Construction in progress is reclassified to theappropriate category of property, plant and equipment or investment properties whencompleted and ready for use.

Subsequent costs are included in the asset’s carrying amount or recognised as a separateasset, as appropriate, only when it is probable that future economic benefits associated withthe item will flow to the Group and the cost of the item can be measured reliably. All othercosts, such as repairs and maintenance are charged to the combined income statementduring the financial period in which they are incurred.

(c) Investment properties

Property that is held for long-term rental yields or for capital appreciation or both is classifiedas investment property.

The Group has applied the cost model to its investment properties. Investment propertiesheld are measured initially at its cost, including related transaction cost. After initialrecognition, investment properties are carried at cost less any accumulated depreciation andany accumulated impairment losses.

Depreciation is calculated on the straight-line basis to write off the cost of investmentproperties over its estimated useful life. The principal annual rate used for this purpose is asfollows:

Buildings The shorter of the lease terms and 30 years

The gain or loss on disposal or retirement of an investment property recognised in thecombined income statement is the difference between the net sales proceeds and thecarrying amount of the relevant asset.

(d) Operating leases

(i) Classification of assets leased to the Group

Assets that are held by the Group under leases which transfer to the Groupsubstantially all the risks and rewards of ownership are classified as being held underfinance leases. Leases which do not transfer substantially all the risks and rewards ofownership to the Group are classified as operating leases, with the followingexceptions:

– property held under operating leases that would otherwise meet the definitionof an investment property is classified as an investment property on a property-by-property basis and, if classified as investment property, is accounted for as ifheld under a finance lease (see note 4(c)).

(ii) Operating lease charges as the lessee

Where the Group has the rights to use the assets held under operating leases,payments made under the leases are charged to the combined income statement ona straight line basis over the lease terms except where an alternative basis is morerepresentative of the pattern of benefits to be derived from the leased assets. Leaseincentives received are recognised in the combined income statement as an integralpart of the aggregate net lease payments made. Contingent rental are charged to thecombined income statement in the accounting period in which they are incurred.

A-17



(d) Operating leases (Continued)

(iii) Assets leased out under operating leases as the lessor

Assets leased out under operating leases are measured and presented according tothe nature of the assets. Initial direct costs incurred in negotiating and arranging anoperating lease are added to the carrying amount of the leased asset and recognisedas an expense over the lease term on the same basis as the rental income.

Rental income receivable from operating leases is recognised in the combinedincome statement on a straight-line basis over the periods covered by the lease term,except where an alternative basis is more representative of the pattern of benefits tobe derived from the use of the leased asset. Lease incentives granted are recognisedin the combined income statement as an integral part of the aggregate net leasepayments receivable. Contingent rentals are recognised as income in the accountingperiod in which they are earned.

(e) Goodwill

Goodwill represents the excess of the cost of a business combination over the Group’sinterest in the net fair value of the acquiree’s identifiable assets, liabilities and contingentliabilities. The cost of the business combination is measured at the aggregate of the fairvalues, at the date of exchange, of assets given, liabilities incurred or assumed, and equityinstruments issued by the Group, plus any costs directly attributable to the businesscombination.

Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated tocash-generating units and is tested annually for impairment.

Any excess of the Group’s interest in the net fair value of the acquiree’s identifiable assets,liabilities and contingent liabilities over the cost of a business combination is recognisedimmediately in profit or loss.

On subsequent disposal of a subsidiary, the attributable amount of goodwill capitalised isincluded in the determination of the amount of gain or loss on disposal.

(f) Impairment of assets

Goodwill arising on an acquisition of subsidiary, property, plant and equipment and land userights are subject to impairment testing.

Goodwill is tested for impairment at least annually, irrespective of whether there is anyindication that it is impaired. All other assets are tested for impairment whenever there areindications that the asset’s carrying amount may not be recoverable.

An impairment loss is recognised as an expense immediately for the amount by which theasset’s carrying amount exceeds its recoverable amount. The recoverable amount is thehigher of fair value, reflecting market conditions less costs to sell, and value in use. Inassessing value in use, the estimated future cash flows are discounted to their present valueusing a pre-tax discount rate that reflects current market assessment of time value of moneyand the risk specific to the asset.

A-18



(f) Impairment of assets (Continued)

For the purpose of assessing impairment, where an asset does not generate cash inflowslargely independent from those from other assets, the recoverable amount is determined forthe smallest group of assets that generate cash inflows independently (i.e. a cash-generating unit). As a result, some assets are tested individually for impairment and someare tested at cash-generating unit level. Goodwill in particular is allocated to those cash-generating units that are expected to benefit from synergies of the related businesscombination and represent the lowest level within the Group at which the goodwill ismonitored for internal management purpose.

Impairment losses recognised for cash-generating units, to which goodwill has beenallocated, are credited initially to the carrying amount of goodwill. Any remaining impairmentloss is charged pro rata to the other assets in the cash generating unit, except that thecarrying value of an asset will not be reduced below its individual fair value less cost to sell,or value in use, if determinable.

An impairment loss on goodwill is not reversed in subsequent periods. In respect of otherassets, an impairment loss is reversed if there has been a favourable change in theestimates used to determine the asset’s recoverable amount and only to the extent that theasset’s carrying amount does not exceed the carrying amount that would have beendetermined, net of depreciation or amortisation, if no impairment loss had been recognised.

(g) Properties held for development

Properties held for development represent leasehold land for development for future sale inthe ordinary course of business. Cost comprises the cost of land use rights and other costsdirectly attributable to bringing the leasehold land to the condition necessary for it to beready for development. Properties held for development are stated at the lower of cost andnet realisable value.

Net realisable value is the estimated selling price in the ordinary course of business lessestimated costs of completion and estimated selling expenses.

(h) Properties held under development

Properties held under development for future sale in the ordinary course of business, areincluded in current assets and stated at the lower of cost and net realisable value. Costcomprises the acquisition cost of land, aggregate cost of development, materials andsupplies, wages and other direct expenses, an appropriate proportion of overheads andborrowing costs capitalised (note 4 (r)).

Net realisable value is the estimated selling price in the ordinary course of business lessestimated costs of completion and estimated selling expenses.

No depreciation is provided on properties held under development.

On completion, the properties are transferred to properties held for sale.

(i) Properties held for sale

In case of completed properties developed by the Group, cost is determined byapportionment of the total development costs for that development project, attributable to theunsold properties. The cost of completed properties held for sale comprises all costs ofpurchase, cost of conversion and other costs incurred in bringing the inventories to theirpresent location and condition.

A-19



(i) Properties held for sale (Continued)

Properties held for sale are stated at the lower of cost and net realisable value. Netrealisable value is the estimated selling price in the ordinary course of business lessestimated selling expenses.

(j) Financial assets

The Group classifies its financial assets as loans and receivables.

Management determines the classification of its financial assets at initial recognitiondepending on the purpose for which the financial assets were acquired and where allowedand appropriate, re-evaluates this designation at every reporting date.

All financial assets are recognised when, and only when, the Group becomes a party to thecontractual provisions of the instrument. When financial assets are recognised initially, theyare measured at fair value plus directly attributable transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from theinvestments expire or are transferred and substantially all of the risks and rewards ofownership have been transferred. At each balance sheet date, financial assets are reviewedto assess whether there is objective evidence of impairment. If any such evidence exists,impairment loss is determined and recognised based on the classification of the financialasset.

Loans and receivables are non-derivative financial assets with fixed or determinablepayments that are not quoted in an active market. Loans and receivables are subsequentlymeasured at amortised cost using the effective interest method, less any impairment losses.Amortised cost is calculated taking into account any discount or premium on acquisition andincludes fees that are an integral part of the effective interest rate and transaction cost.

(k) Impairment of financial assets

At each balance sheet date, financial assets carried at amortised cost are reviewed todetermine whether there is any objective evidence of impairment. If any such evidenceexists, the amount of the loss is measured as the difference between the asset’s carryingamount and the present value of estimated future cash flows (excluding future credit lossesthat have not been incurred) discounted at the financial asset’s original effective interest rate(i.e. the effective interest rate computed at initial recognition). The amount of the loss isrecognised in profit or loss of the period in which the impairment occurs.

If, in subsequent period, the amount of the impairment loss decreases and the decreasecan be related objectively to an event occurring after the impairment was recognised, thepreviously recognised impairment loss is reversed to the extent that it does not result in acarrying amount of the financial asset exceeding what the amortised cost would have beenhad the impairment not been recognised at the date the impairment is reversed. Theamount of the reversal is recognised in profit or loss of the period in which the reversaloccurs.

(l) Provisions, contingent liabilities and contingent assets

Provisions are recognised when the Group has a present obligation (legal or constructive)as a result of a past event, and it is probable that an outflow of economic benefits will berequired to settle the obligation and a reliable estimate can be made. Where the time valueof money is material, provisions are stated at the present value of the expenditure expectedto settle the obligation.

A-20



(l) Provisions, contingent liabilities and contingent assets (Continued)

All provisions are reviewed at each balance sheet date and adjusted to reflect the currentbest estimate.

Where it is not probable that an outflow of economic benefits will be required, or the amountcannot be estimated reliably, the obligation is disclosed as a contingent liability, unless theprobability of outflow of economic benefits is remote. Possible obligations, whose existencewill only be confirmed by the occurrence or non-occurrence of one or more uncertain futureevents not wholly within the control of the Group are also disclosed as contingent liabilitiesunless the probability of outflow of economic benefits is remote.

Contingent liabilities are recognised in the course of the allocation of purchase price to theassets and liabilities acquired in a business combination. They are initially measured at fairvalue at the date of acquisition and subsequently measured at the higher of the amount thatwould be recognised in a comparable provision as described above and the amount initiallyrecognised less any accumulated amortisaton, if appropriate.

(m) Financial liabilities

Financial liabilities include interest-bearing bank and other borrowings, trade payables, otherpayables, and amount due to a related party. They are included in combined balance sheetline items under current liabilities.

Financial liabilities are recognised when the Group becomes a party to the contractualprovisions of the instrument. All interest related charges are recognised as an expense infinancial costs in the combined income statement. A financial liability is derecognised whenthe obligation under the liability is discharged or cancelled or expires.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Financialliabilities are subsequently stated at amortised cost; any difference between the proceeds(net of transaction costs) and the redemption value is recognised in the combined incomestatement over the period of the borrowings using the effective interest method.

Trade and other payables are recognised initially at their fair value and subsequentlymeasured at amortised cost, using the effective interest method.

Financial liabilities are classified as current liabilities unless the Group has an unconditionalright to defer settlement of the liability for at least twelve months after the balance sheetdate.

(n) Share capital

Ordinary shares are classified as equity. Share capital is determined using the nominalvalue of shares that have been issued. Any transaction costs associated with the issuing ofshares are deducted from the proceeds (net of any related income tax benefits) to the extentthat they are incidental cost directly attributable to the equity transaction.

(o) Foreign currencies

Items included in the financial statements of each of the Group’s entities are measuredusing the currency of the primary economic environment in which the entity operates (the“functional currency”). The combined financial statements are presented in Renminbi(“RMB”), which is the Company’s functional and presentation currency.

A-21



(o) Foreign currencies (Continued)

Foreign currency transactions are translated into the functional currency using the exchangerates prevailing at the dates of the transactions. Foreign exchange gains and lossesresulting from the settlement of such transactions and from the translation at year-endexchange rates of monetary assets and liabilities denominated in foreign currencies arerecognised in the combined income statement.

In the combined financial statements, all separate financial statements of subsidiaries,originally presented in a currency different from the Group’s presentation currency, havebeen converted into RMB. Assets and liabilities have been translated into RMB at theclosing rate at the balance sheet date. Income and expenses have been converted into theGroup’s presentation currency at the average rates over the reporting period. Anydifferences arising from this procedure have been dealt with in the currency translationreserve in equity.

(p) Cash and cash equivalents

For the purpose of the combined cash flow statements, cash and cash equivalents comprisecash on hand and in banks and demand deposits, less bank overdrafts which are repayableon demand and form an integral part of the Group’s cash arrangement.

For the purpose of combined balance sheet classification, cash and bank balancescomprise cash on hand and in banks and demand deposits repayable on demand with anybanks or other financial institutions. Cash includes deposits denominated in foreigncurrencies.

(q) Revenue recognition

Revenue arising from sale of properties held for sale are recognised when the significantrisks and rewards of ownership of these properties held for sale have been transferred tothe purchasers and the Group retains neither continuing involvement to the degree usuallyassociated with ownership nor effective control over properties held for sale. Deposits andinstalments received from purchasers prior to this stage and pre-sale are included in currentliabilities and are not recognised as revenue.

Rental income receivable under operating leases is recognised in the combined incomestatement in equal instalments over the accounting periods covered by the lease terms,except where an alternative basis is more representative of the pattern of benefits to bederived from the leased asset. Lease incentives granted are recognised in the combinedincome statement as an integral part of the aggregate net lease payments receivable.Contingent rentals are recognised as income in the accounting period in which they areearned.

Revenue from admission tickets sold are recognised when tickets are accepted andsurrendered by the customers.

Interest income from bank deposits is recognised on a time proportion basis by reference tothe principal outstanding and the rate applicable.

A-22



(r) Borrowing costs

Borrowing costs are expenses in the combined income statement in the period in which theyare incurred, except to the extent that they are capitalised as being directly attributable tothe acquisition, construction or production of an asset which necessarily takes a substantialperiod of time to get ready for its intended use or sale.

The capitalisation of borrowing costs as part of the cost of a qualifying asset commenceswhen expenditure for the asset is being incurred, borrowing costs are being incurred andactivities that are necessary to prepare the asset for its intended use or sale are in progress.Capitalisation of borrowing costs is suspended or ceases when substantially all the activitiesnecessary to prepare the qualifying asset for its intended use or sale are interrupted orcompleted.

(s) Income tax

Income tax for the year comprises current and deferred tax.

Current tax is the expected tax payable on the taxable income for the year using tax ratesenacted at the balance sheet date, and any adjustment to tax payable in respect of previousyears.

Deferred tax is the tax expected to be payable or recoverable on differences between thecarrying amounts of assets and liabilities in the financial statements and the correspondingtax bases used in the computation of taxable profit, and is accounted for using the balancesheet liability method. Deferred tax liabilities are generally recognised for all taxabletemporary differences, and deferred tax assets are recognised to the extent that it isprobable that taxable profits will be available against which deductible temporary differencescan be utilised. Such assets and liabilities are not recognised if the temporary differencearises from the initial recognition of assets and liabilities in a transaction that affects neitherthe tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date andreduced to the extent that it is no longer probable that sufficient taxable profits will beavailable to allow all or part of the asset to be recovered. Any such reduction is reversed tothe extent that it becomes probable that sufficient taxable profit will be available.

Deferred tax assets and liabilities are not discounted. Deferred tax is calculated at the taxrates that are expected to apply in the period when the liability is settled or the assetrealised. Deferred tax is charged or credited to the combined income statement, exceptwhen it relates to items charged or credited directly to equity, in which case the deferred taxis also dealt with in equity.

(t) Retirement benefits

Pursuant to the relevant regulations of the PRC government, the Group participates in alocal municipal government retirement benefits scheme (the “Scheme”), whereby thesubsidiaries of the Company in the PRC are required to contribute a certain percentage ofthe basic salaries of their employees to the Scheme to fund their retirement benefits. Thelocal municipal government undertakes to assume the retirement benefits obligations of allexisting and future retired employees of the subsidiaries of the Company. The onlyobligation of the Group with respect to the Scheme is to pay the ongoing requiredcontributions under the Scheme mentioned above. Contributions under the Scheme arecharged to the combined income statement as incurred. There are no provisions under theScheme whereby forfeited contributions may be used to reduce future contributions.

A-23



(u) Related parties

A party is considered to be related to the Group if:

(i) directly, or indirectly through one or more intermediaries, the party (1) controls, iscontrolled, or is under common control with, the Company/Group; (2) has an interestin the Company that gives it significant influence over the Company/Group; or (3) hasjoint control over the Company/Group;

(ii) the party is an associate;

(iii) the party is a jointly-controlled entity;

(iv) the party is a member of the key management personnel of the Company or itsparent;

(v) the party is a close member of the family of any individual referred to in (i) or (iv);

(vi) the party is an entity that is controlled, jointly controlled or significantly influenced byor for which significant voting power in such entity resides with, directly or indirectly,any individual referred to in (iv) or (v); or

(vii) the party is a post-employment benefit plan for the benefit of employees of theCompany/Group, or of any entity that is a related party of the Company/Group.

(v) Segment reporting

A segment is a distinguishable component of the Group that is engaged either in providingproducts or services (business segment), or in providing products or services withinparticular economic environment (geographical segment), which is subject to risks andrewards that are different from those of other segments.

Segment results, assets and liabilities include items directly attributable to a segment as wellas those that can be allocated on a reasonable basis.

A-24


5. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience asadjusted for current market conditions and other factors.

(a) Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resultingaccounting estimates will, by definition, seldom equal the related actual results. Theestimates and assumptions that have a significant risk of causing a material adjustment tothe carrying amounts of assets and liabilities within the next financial year are discussedbelow:

(i) Income taxes

The Group is subject to income taxes in the PRC. Significant judgement is required indetermining the provision for income taxes. There are many transactions andcalculations for which the ultimate tax determination is uncertain during the ordinarycourse of business. The Group recognises liabilities for anticipated tax based onestimates of whether additional taxes will be due. Where the final tax outcome ofthese matters is different from the amounts that were initially recorded, suchdifferences will impact the income tax and deferred tax provision in the period inwhich such determination is made.

(ii) Properties held for sale

Properties held for sale are valued using the cost method, which value properties heldfor sale at the lower of cost or net realisable value. Cost is determined using theweighted average method. The estimated net realisable value is generally marketprice less selling expenses. Provision is made when net realisable value of propertiesheld for sale is assessed to be below cost. This assessment requires the use ofestimates.

(iii) Land appreciation tax (“LAT”)

The Group is subject to LAT in the PRC. However, the implementation and settlementof this tax varies among various tax jurisdictions in cities of the PRC, and the Grouphas not finalised its LAT calculation and payments with any local tax authorities in thePRC. Accordingly, significant judgement is required in determining the amount of landappreciation and its related LAT. The Group recognised LAT based on management’sbest estimates according to the understanding of the tax rules.

(b) Critical judgements in applying the entity’s accounting policies

Revenue recognition

The Group has recognised revenue from sale of properties held for sale during the RelevantPeriods as disclosed in note 7. The assessment of when an entity has transferred thesignificant risks and rewards of ownership to buyer requires examination of thecircumstances of the transaction. In most cases, the transfer of risks and rewards ofownership coincides with the transfer of the legal title or the passing of possession to thebuyer or a completion certificate is issued by the relevant government authorities. The Groupbelieves that its recognition basis of sales as set out in note 4(q) is appropriate .

A-25


6. SEGMENT INFORMATION

Property development is the only business segment of the Group. No geographical segmentanalysis is presented as less than 10% of the Group’s operating profit, and assets and capitalexpenditure is attributable to markets located outside the PRC. Accordingly, no separate businessand geographical segment information is prepared.

7. REVENUE AND OTHER INCOME

The principal activity of the Company is investment holding. The principal activities of itssubsidiaries are set out in note 3. An analysis of the Group’s revenue and other income is asfollows:

Year ended 31 December Six monthsended 30 June


(Unaudited)

RevenueSales of properties – 142,984 269,708 6,870 146,885Rental income – 2,620 6,760 3,380 3,920

– 145,604 276,468 10,250 150,805

Other incomeInterest income 114 542 310 142 168Admission income of club facilities 1,226 3,295 3,004 1,536 2,018Others – 410 556 320 162

1,340 4,247 3,870 1,998 2,348

8. (LOSS)/PROFIT FROM OPERATIONS



(Unaudited)

(Loss)/Profit from operations isarrived at after charging:

Cost of properties held for salerecognised as expense – 75,623 85,103 3,222 56,988

Directors’ remuneration:Fees – – – – –Other emoluments 286 306 244 125 213

Retirement scheme contribution 44 542 161 43 162Staff costs (including directors’remuneration and retirement scheme contribution) 2,616 4,592 3,747 2,055 2,086

Depreciation * 2,503 4,872 7,494 3,090 3,946Amortisation of land use rights * 11 11 11 5 5

* Amount has been included in administrative expenses on the face of the combined income statements.

A-26


9. FINANCE COSTS



(Unaudited)

Interest charges on:Bank loans wholly repayablewithin five years 1,402 4,115 9,791 3,765 5,276

Other loans wholly repayable within five years 4,810 11,016 7,932 5,915 2,125

6,212 15,131 17,723 9,680 7,401Less: Amount capitalised inproperties held under development (5,628) (14,527) (17,235) (9,680) (6,028)

584 604 488 – 1,373

* The borrowing costs were capitalised at a rate of 6.52% per annum, 6.54% per annum and 6.00% per annum, for theyears ended 31 December 2004, 2005 and 2006, respectively, and at a rate of 6.53% per annum for the six monthsended 30 June 2007.

10. INCOME TAX EXPENSES



(Unaudited)

Current tax:Enterprise income tax in thePRC for the year/period – 11,441 51,459 813 28,445

Land appreciation tax (“LAT”)in the PRC – 17,714 60,108 1,655 28,859

– 29,155 111,567 2,468 57,304

Deferred tax (note 28) – (4,056) (14,374) – (6,805)

– 25,099 97,193 2,468 50,499

The PRC income tax is computed according to the relevant laws and regulations in the PRC. Theapplicable income tax rate for the Group’s PRC subsidiaries was 33% throughout the RelevantPeriods.

A-27


10. INCOME TAX EXPENSES (Continued)

Under the Provisional Regulations on LAT implemented upon the issuance of the ProvisionalRegulations of the PRC on 27 January 1995, all gains arising from transfer of real estate propertyin the PRC effective from 1 January 1994 are subject to LAT at progressive rates ranging from30% to 60% on the appreciation of land value, being the proceeds of sales of properties lessdeductible expenditures including borrowing costs and all allowable property developmentexpenditures.

Reconciliation between tax expense and accounting profit/(loss) at the applicable tax rate of 33%is as follows:



(Unaudited)

(Loss)/Profit before taxation (10,367) 44,011 151,696 (3,276) 73,704

Tax at PRC enterprise income tax rate of 33% (3,421) 14,524 50,060 (1,081) 24,322

Tax effect of income not taxablefor tax purpose – (6,647) (14,553) – (2,140)

Tax effect of expenses not deductible for tax purpose 3,421 – 2,440 2,440 –

LAT – 17,714 60,108 1,655 28,859Tax effect of LAT – (492) (862) (546) (542)

Tax expenses for the year/period – 25,099 97,193 2,468 50,499

11. (LOSS)/EARNINGS PER SHARE

Basic (loss)/earnings per share is calculated based on (loss)/profit attributable to equity holders ofthe Company for the respective years/period and the pre-Invitation share capital of the Company.The Company’s pre-Invitation share capital of 1,600,000,000 shares were assumed to be in issuethroughout the entire period presented.

As there were no potential ordinary shares during each of the years or period covered in thisreport, no diluted earnings per share is presented.

A-28


12. PROPERTY, PLANT AND EQUIPMENT

Furniture,fixtures and

Leasehold office Motor Construction buildings equipment vehicles in progress TotalRMB’000 RMB’000 RMB’000 RMB’000 RMB’000

At 1 January 2004

Cost 21,157 399 106 116,677 138,339 Accumulated depreciation (1,996) (133) (73) – (2,202)

Net book amount 19,161 266 33 116,677 136,137

Year ended 31 December 2004

Opening net book amount 19,161 266 33 116,677 136,137Additions – 970 2,098 50,358 53,426 Disposals – (1) – – (1) Depreciation (2,253) (110) (140) – (2,503) Transfer 72,849 – – (72,849) –

Closing net book amount 89,757 1,125 1,991 94,186 187,059

At 31 December 2004 and 1 January 2005

Cost 94,006 1,368 2,204 94,186 191,764Accumulated depreciation (4,249) (243) (213) – (4,705)

Net book amount 89,757 1,125 1,991 94,186 187,059


Opening net book amount 89,757 1,125 1,991 94,186 187,059Additions 1,301 2,652 2,391 32,446 38,790Disposals – (1,897) – – (1,897) Depreciation (3,527) (262) (417) – (4,206) Transfer 86,685 – – (86,685) – Transfer to investmentproperties (note13) – – – (39,947) (39,947)

Closing net book amount 174,216 1,618 3,965 – 179,799


Cost 181,992 2,123 4,595 – 188,710Accumulated depreciation (7,776) (505) (630) – (8,911)

Net book amount 174,216 1,618 3,965 – 179,799


Opening net book amount 174,216 1,618 3,965 – 179,799 Additions 243 349 837 4,327 5,756 Addition from a subsidiaryacquired (note 31) – 278 598 – 876

Depreciation (5,271) (320) (571) – (6,162) Transfer 2,234 – – (2,234) – Transfer to investment properties (note13) – – – (2,093) (2,093)


A-29


12. PROPERTY, PLANT AND EQUIPMENT (Continued)

Furniture,fixtures and

Leasehold office Motor Construction buildings equipment vehicles in progress TotalRMB’000 RMB’000 RMB’000 RMB’000 RMB’000


Cost 184,469 2,750 6,030 – 193,249Accumulated depreciation (13,047) (825) (1,201) – (15,073)

Net book amount 171,422 1,925 4,829 – 178,176

Period ended 30 June 2007

Opening net book amount 171,422 1,925 4,829 – 178,176Additions 175 94 – 2,184 2,453Depreciation (2,689) (204) (353) – (3,246)Transfer 220 – – (220) –Transfer to investmentproperties (note13) – – – (1,964) (1,964)


At 30 June 2007

Cost 184,864 2,844 6,030 – 193,738Accumulated depreciation (15,736) (1,029) (1,554) – (18,319)

Net book amount 169,128 1,815 4,476 – 175,419

Leasehold buildings held by the Group are located in the PRC and are held under medium to longterm leases.

As at 31 December 2004, 2005 and 2006 and 30 June 2007, leasehold buildings with a net bookvalue of approximately RMB89,757,000, RMB174,216,000, RMB171,422,000 andRMB169,128,000, respectively, are still in the process of obtaining the building ownershipcertificates. These buildings are erected on lands for which the relevant land use rights certificateshave been obtained by the Group. Based on the legal opinion from the Group’s legal advisors, thedirectors consider that the Group has already obtained the right to use these buildings.

A-30


13. INVESTMENT PROPERTIES

BuildingsRMB’000

At 1 January 2005

Cost –Accumulated depreciation –

Net book amount –


Opening net book amount –Transfer from property, plant and equipment (note 12) 39,947Depreciation (666)

Closing net book amount 39,281


Cost 39,947Accumulated depreciation (666)

Net book amount 39,281


Opening net book amount 39,281Transfer from property, plant and equipment (note 12) 2,093Depreciation (1,332)



Cost 42,040Accumulated depreciation (1,998)


Period ended 30 June 2007

Opening net book amount 40,042Transfer from property, plant and equipment (note 12) 1,964Depreciation (700)


At 30 June 2007

Cost 44,004Accumulated depreciation (2,698)


The Group’s investment properties are located in the PRC and are held under medium to longterm leases.

A-31


13. INVESTMENT PROPERTIES (Continued)

As at 31 December 2004, 2005 and 2006 and 30 June 2007, investment properties includedcertain buildings with a net book value of approximately RMBnil, RMB39,281,000, RMB40,042,000and RMB41,306,000 are still in the process of obtaining the building ownership certificates. Thesebuildings are erected on lands for which the relevant land use rights certificates have beenobtained by the Group. As the Group has not yet obtained all of the building ownership certificatesfor the investment properties during the Relevant Periods, the Group is unable to transfer the titleof the Group’s investment properties in the market. Accordingly, the directors consider that the fairvalue of the Group’s investment properties could not be determined reliably. However, based onthe legal opinion from the Group’s legal advisors, the directors consider that the Group has alreadyobtained the right to use and lease these buildings.

14. LAND USE RIGHTS

At 31 December At 30 June

2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

At beginning of the year/period

Cost 647 647 647 647Accumulated amortisation – (11) (22) (33)

Net book amount 647 636 625 614

For the year/period

Opening net book amount 647 636 625 614Amortisation (11) (11) (11) (5)

Closing net book amount 636 625 614 609

At end of the year/period

Cost 647 647 647 647Accumulated amortisation (11) (22) (33) (38)

Net book amount 636 625 614 609

Land use rights represented leasehold interests in land located in the PRC and are held undermedium to long term leases.

As at 31 December 2004, 2005 and 2006 and 30 June 2007, the entire land use rights of theGroup were pledged to secure bank loans granted to the Group (note 26).

A-32


15. GOODWILL

The amount of goodwill recognised in the combined balance sheets, arising from the acquisition ofa subsidiary, is as follows:


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

At beginning of the year/period

Gross carrying amount – – – 38,703Accumulated impairment – – – –

Net carrying amount – – – 38,703

For the year/period

Opening net carrying amount – – – 38,703Acquisition of a subsidiary (note 31) – – 38,703 –Impairment losses – – – –

Closing net carrying amount – – 38,703 38,703

At end of the year/period

Gross carrying amount – – 38,703 38,703Accumulated impairment – – – –

Net carrying amount – – 38,703 38,703

Impairment testing of goodwill

Goodwill acquired through business combination has been primarily allocated to the cashgenerating unit (“CGU”) for impairment test, i.e. property development.

The recoverable amount of the CGU is determined based on value-in-use calculations. Thecalculation uses cash flow projections based on financial budgets approved by managementcovering a five-year period. The discount rate applied to the cash flow projections was 10% (2006:10%). Cash flow beyond the five-year period are extrapolated using the estimated growth rate. Thegrowth rate does not exceed the projected long-term average growth rate for property developmentindustry in the PRC.

Key assumptions were used in the value in use calculation of the CGU for the year ended31 December 2006 and six months ended 30 June 2007. The following described each keyassumption on which management has based its cash flow projections to undertake impairmenttesting of goodwill:

Stable gross margins – Management determined gross margin based on past experience in thismarket and its expectations for market development.

Discount rates – The discount rates used are before tax and reflect specific risks relating to therespective industries.

A-33


16. DEPOSITS PAID

The amount represented the Group’s deposits paid for the acquisition of land use rights forproperties development.

17. PROPERTIES HELD FOR DEVELOPMENT

Leasehold land located in the PRC included in the balance of properties held for development ofapproximately RMB20,106,000, RMB18,954,000, RMB24,801,000 and RMB9,334,000, werepledged to secure bank loans of the Group at 31 December 2004, 2005 and 2006 and 30 June2007 respectively (note 26).

Properties held for development included leasehold interests in land located in the PRC undermedium to long term leases.

18. PROPERTIES HELD UNDER DEVELOPMENT


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Leasehold interests in land locatedin the PRC at cost 3,077 4,157 60,666 50,496

Development costs 64,289 24,685 45,620 55,895Borrowing costs capitalised 5,460 5,253 – –

72,826 34,095 106,286 106,391

Leasehold interests in land are located in the PRC and are held under medium to long termleases.

Certain of the Group’s properties held under development of approximately RMB3,077,000,RMB4,157,000, RMB60,666,000 and RMB50,496,000, were pledged to secure bank loans of theGroup at 31 December 2004, 2005 and 2006 and 30 June 2007 respectively (note 26).

19. PROPERTIES HELD FOR SALE

Properties held for sale included leasehold interests in land located in the PRC under medium tolong term leases.

As at 31 December 2004, 2005 and 2006 and 30 June 2007, certain properties held for sale withthe net carrying amount of approximately RMBnil, RMBnil, RMB9,651,000 and RMB9,651,000respectively were pledged to secure bank loans of the Group (note 26).

20. TRADE RECEIVABLES


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Trade receivables – – 4,470 –

A-34


21. PREPAYMENTS AND OTHER RECEIVABLES


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Prepayments 2,600 3,752 8,433 48,566Other receivables 274 2,220 7,685 9,575

2,874 5,972 16,118 58,141

22. DUE FROM A SHAREHOLDER


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Due from a shareholder – – 409,734 409,734

The amount was due from Marble Focus, a BVI investment holding company wholly-owned byMr Yan Tao. The amount was unsecured, interest free and repayable on demand.

23. RESTRICTED BANK DEPOSITS AND CASH AND BANK BALANCES

(a) Restricted bank deposits

Restricted bank deposits represent guaranteed deposits for the mortgage loan facilitiesgranted by the banks to the purchasers of the Group’s properties. Restricted bank depositsare all denominated in RMB.

(b) Cash and bank balances

The Group had cash and bank balances in the PRC denominated in RMB amounting toapproximately RMB11,281,000, RMB30,608,000, RMB61,419,000 and RMB300,141,000 asat 31 December 2004, 2005 and 2006 and 30 June 2007 respectively. The Renminbi is notfreely convertible into foreign currencies. Under the PRC Foreign Exchange ControlRegulations and Administration of Settlement, Sales and Payment of Foreign ExchangeRegulations, the Group is permitted to exchange Renminbi for foreign currencies throughbanks that are authorised to conduct foreign exchange business.

24. ACCRUALS AND OTHER PAYABLES


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Accruals 1,787 1,909 1,782 1,780Other payables 1,866 9,350 136,604 22,531

3,653 11,259 138,386 24,311

25. RECEIPTS IN ADVANCE

Receipts in advance represented instalments of sales proceeds received from buyers inconnection with the Group’s pre-sales of properties. Receipts in advance are expected to berecognised as revenue of the Group within one year from the balance sheet date.

A-35


26. INTEREST-BEARING BANK AND OTHER BORROWINGS


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Bank loans – secured 40,000 113,100 205,000 90,000Other loans 147,260 102,000 32,000 100,000

187,260 215,100 237,000 190,000

Bank loans repayable:Within one year 40,000 113,100 205,000 90,000

Other loans repayable:Within one year 147,260 2,000 32,000 100,000In the second to fifth years, inclusive – 100,000 – –

147,260 102,000 32,000 100,000Less: Portion classified as current liabilities (187,260) (115,100) (237,000) (190,000)

Non-current portion – 100,000 – –

The Group’s bank loans are secured by the pledge of the Group’s entire land use rights (note 14),certain properties held for development (note 17), certain properties held under development(note 18) and certain properties held for sale (note 19).

The Group’s other borrowings are unsecured throughout the Relevant Periods except that certainof the Group’s other loan of RMB100,000,000 was guaranteed by Henan Synear Food Joint StockCompany Limited (“Henan Synear”), an entity of which Mr Li Wei is a director and shareholder, asat 31 December 2005.

As at 31 December 2006, the Group’s other borrowings of approximately RMB30,000,000 wasadvanced by . Mr Yan Tao, a director andshareholder of the Company, was a shareholder and legal representative of for the yearended 31 December 2006.

The Group’s bank loans and other borrowings bear interests at fixed rates ranging from 5.84% to7.20%, 5.58% to 7.50%, 5.85% to 6.14% and 5.85% to 7.20% per annum as at 31 December2004, 2005 and 2006 and 30 June 2007 respectively.

A-36


27. DUE TO A RELATED PARTY


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Due to a related party 5,967 – – –

The amount was due to , a former shareholder of ZhengzhouHuanghe. The amount was unsecured, interest free and repayable on demand.

28. DEFERRED TAX ASSETS

Deferred taxation is calculated in full on temporary differences under liability method using aprincipal taxation rate of 25% during the Relevant Periods.

The movement in deferred tax assets during the Relevant Periods is as follows:

Land appreciation tax


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

At beginning of the year/period – – 4,056 18,430Recognised in the combined income statement (note 10) – 4,056 14,374 6,805

At end of the year/period – 4,056 18,430 25,235

29. SHARE CAPITAL

The Company was incorporated in Bermuda on 28 September 2007. Details of the changes of theshare capital of the Company are set out in note 2.

The share capital balances as at 31 December 2004, 2005 and 2006 and 30 June 2007represented the combined share capital of the Group.

30. RESERVES

(a) Capital reserve

The capital reserve at 31 December 2004, 2005 and 2006 and 30 June 2007 representedthe excess of paid-in capital of the companies comprising the Group.

(b) Statutory reserves

In accordance with the relevant laws and regulations of the PRC, the subsidiaries of theCompany established in the PRC are required to transfer 10% of their profit after taxationprepared in accordance with the accounting regulation in the PRC to the statutory reserveuntil the reserve balance reaches 50% of the respective registered capital. Such reservemay be used to reduce any losses incurred or for capitalisation as paid-up capital.

In addition, the subsidiaries of the Company established in the PRC are required to transfer5% of their profit after taxation prepared in accordance with the accounting regulations inthe PRC to the statutory public welfare reserve. The use of the statutory public welfarereserve is restricted to capital expenditure for employees’ facilities. This statutory publicwelfare reserve is non-distributable except upon liquidation of the PRC subsidiaries.

A-37


31. BUSINESS COMBINATION

Acquisition of a subsidiary

Details of the subsidiary acquired during the year ended 31 December 2006 were as follows:

On 21 November 2006, Zhengzhou Huanghe acquired 100% of the equity interest of Henan Jinzhiwhich is engaged in the property development business. The acquired subsidiary contributedrevenue of RMB nil and net loss of approximately RMB2,217,000 to the Group for the period from21 November 2006 to 31 December 2006. If the acquisition had occurred on 1 January 2006, theGroup’s revenue would have been approximately RMB276,468,000 and profit would have beenapproximately RMB49,608,000 for the year ended 31 December 2006. These pro formainformation are for illustrative purposes only and are not necessarily an indication of the otherincome and results of operations of the Group that actually would have been achieved had theacquisition been completed on 1 January 2006, nor are they intended to be a projection of futureresults.

Details of identified net assets acquired and goodwill arising on acquisition of Henan Jinzhi wereas follows:

RMB’000

Total purchase consideration 52,782Fair value of net identified assets acquired – as shown below (14,079)

Goodwill 38,703

The identifiable assets and liabilities arising from the acquisition are as follows:

Acquiree’scarrying

Fair value amountRMB’000 RMB’000

Property, plant and equipment 876 876Properties held under development 54,220 54,220Prepayments, deposits paid and other receivables 17,778 17,778Cash and bank balances 40,242 40,242Other loans (30,000) (30,000)Accruals and other payables (69,037) (69,037)

Net assets 14,079

Net identifiable assets acquired 14,079

Purchase consideration settled in cash (52,782)Cash and cash equivalents in a subsidiary acquired 40,242

Net cash outflow on acquisition (12,540)

A-38


32. NOTE TO COMBINED CASH FLOW STATEMENTS

(a) Major non-cash transaction

During the years ended 31 December 2004, 2005 and 2006 and six months ended 30 June2007, certain property, plant and equipment of approximately RMBnil, RMB39,947,000,RMB2,093,000 and RMB1,964,000 were transferred to investment properties respectively.

(b) Disposal of a subsidiary

On 23 June 2007, the Group disposed of its entire 90% equity interest in Henan GuolingHotspring Vacation Hotel Management Co., Ltd. The net assets of the subsidiary at the dateof disposal were as follows:

RMB’000

Cash and bank balances 12,276Accruals and other payables (1,609)

10,667Minority interests (1,414)

9,253Loss on disposal of a subsidiary (253)

Total consideration 9,000

Satisfied by:Cash 9,000

An analysis of net outflow of cash and cash equivalents in respect of the disposal of a subsidiary is asfollows:

Cash received 9,000Cash and bank balances disposed of (12,276)

Net outflow of cash and cash equivalents in respect of the disposal of a subsidiary (3,276)

A-39


33. COMMITMENTS AND OPERATING LEASE ARRANGEMENTS

(a) Capital commitments

In addition to those disclosed elsewhere in the combined financial statements, the Grouphad the following commitments at 31 December 2004, 2005 and 2006 and 30 June 2007.


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Contracted but not provided for in respect of

- properties held for development – 100,000 933 –- properties held under development 1,433 48,365 11,117 150,819

1,433 148,365 12,050 150,819

(b) Future operating lease arrangements

The Group leases its investment properties under operating lease arrangements. Leases forinvestment properties are negotiated for terms ranging from two to three years.

The Group had future aggregate minimum lease receipts under non-cancellable operatingleases in respect of properties as follows:


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Not later than one year – 6,760 8,140 2,120Later than one year but not later than five years – 8,140 – –

– 14,900 8,140 2,120

(c) During the Relevant Periods, the Group had no significant operating lease commitments.

A-40


34. FINANCIAL GUARANTEE CONTRACTS

The Group had the following financial guarantee contracts as at the end of each of the RelevantPeriods:


2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Guarantees in respect of mortgage facilities for certain purchasers – 48,460 141,010 226,290

These represented the guarantees in respect of mortgage facilities granted by certain banksrelating to the mortgage loans arranged for certain purchasers of the Group’s properties. Pursuantto the terms of the guarantees, upon default in mortgage payments by these purchasers, theGroup is responsible to repay the outstanding mortgage principals together with accrued interestand penalty owed by the defaulted purchasers to the banks and the Group is entitled to take overthe legal title and possession of the related properties. The Group’s guarantee period starts fromthe dates of grant of the relevant mortgage loans and ends when the property purchasers obtainthe property ownership certificates which are then pledged with the banks. At the end of each ofthe Relevant Periods, no provision for the Group’s obligation under the guarantee contracts hasbeen made as the directors considered that it was not probable that the repayment of themortgage loans would be in default.

35. FINANCIAL RISK MANAGEMENT OBJECTIVES - POLICIES

The Group does not have written risk management policies and guidelines. However, the board ofdirectors meets periodically to analyse and formulate measures to manage the Group’s exposureto market risk, including principally changes in interest rates and currency exchange rates.Generally, the Group employs a conservative strategy regarding its risk management. As thedirectors of the Company consider that the Group’s exposure to market risk is kept at a minimumlevel, the Group has not used any derivatives or other instruments for hedging purposes. TheGroup does not hold or issue derivative financial instruments for trading purposes.

The financial assets of the Group comprise primarily trade receivables, other receivables, due froma shareholder and cash and cash balances. The financial liabilities of the Group comprise tradepayables, other payables, due to a related party and interest-bearing bank and other borrowings.

(a) Interest rate risk

The Group has no significant interest-bearing assets except restricted bank deposits andcash and bank balances. The Group’s interest rate risk arises from borrowings. The interestrates and terms of repayment of the borrowings are disclosed in note 26.

(b) Foreign currency risk

The Group’s exposure to risk resulting from changes in foreign currency exchange rates isminimal.

(c) Credit risk

The carrying amounts of trade and other receivables represent the Group’s maximumexposure to credit risk in relation to its financial assets. No other financial assets carry asignificant exposure to credit risk.

A-41


35. FINANCIAL RISK MANAGEMENT OBJECTIVES – POLICIES (Continued)

(d) Fair value

The fair value of the Group’s financial assets and liabilities are not materially different fromtheir carrying amounts because of the immediate or short term maturity of these financialinstruments. The fair value of borrowings is not disclosed because the carrying value is notmaterially different from the fair value.

(e) Liquidity risk

The Group’s objective is to ensure adequate funds to meet commitments associated with itsfinancial liabilities. Cash flows are closely monitored on an ongoing basis. The Group willraise funds from the realisation of its assets if required.

(f) Summary of financial assets and liabilities by category

The carrying amounts of the Group’s financial assets and liabilities as recognised at thebalance sheet dates of the Relevant Periods under review may also be categorised asfollows. See notes 4(j) and 4(m) for explanations about how the category of financialinstruments affects their subsequent measurement.

Financial Assets At 31 December At 30 June

2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Current assets

Loans and receivables - Trade and other receivables 274 2,220 12,155 9,575- Amount due from a shareholder – – 409,734 409,734

274 2,220 421,889 419,309Restricted bank deposits – 4,645 10,693 10,674Cash and bank balances 11,322 30,649 61,460 300,182

11,596 37,514 494,042 730,165

Financial Liabilities At 31 December At 30 June

2004 2005 2006 2007RMB’000 RMB’000 RMB’000 RMB’000

Current liabilities

Financial liabilities measured at amortised cost

- Trade and other payables 14,120 32,377 139,046 23,919- Interest-bearing bank and other borrowings 187,260 115,100 237,000 190,000- Due to a related party 5,967 – – –

207,347 147,477 376,046 213,919

Non-current liabilities

- Interest-bearing bank and other borrowings – 100,000 – –

207,347 247,477 376,046 213,919

A-42


35. FINANCIAL RISK MANAGEMENT OBJECTIVES – POLICIES (Continued)

(g) Financial result by category of financial instruments

Net gains/(losses) from financial assets and financial liabilities by category of financialinstruments are set out below.



(Unaudited)

Restricted bank deposits andcash and bank balances 114 542 310 142 168

Financial liabilities measuredat amortised cost (584) (604) (488) – (1,373)

Net result from financial assetsand financial liabilities (470) (62) (178) 142 (1,205)

A-43


36. RELATED PARTY TRANSACTIONS

In addition to those disclosed elsewhere in these combined financial statements, the Group hadthe following transactions carried out with related parties:

(i) During the year ended 31 December 2005, the Group sold four residential units to Mr WangJian, Mr Wang Zhimin, Ms Liu Xuemei and Mr Yan Tao, directors of the Company, amountedto RMB427,000, RMB238,000, RMB297,000 and RMB2,720,000 respectively. In addition,the Group sold two residential units to Mr Ding Gang, top management of the Company andMs Niu Yun, spouse of the controlling Shareholder, Mr Wang Peng amounted toapproximately RMB205,000 and RMB232,000 respectively. The sales to Mr Wang Jian,Mr Wang Zhimin, Ms Liu Xuemei, Mr Yan Tao, Mr Ding Gang and Ms Niu Yun gave rise togross profits of approximately RMB176,000, RMB29,000, RMB116,000, RMB1,627,000,RMB85,000 and RMB9,000 respectively.

(ii) During the year ended 31 December 2006, the Group sold two residential units to Mr WangJian and Ms Niu Yun and two residential units to Mr Li Xiao Wei, top management of theCompany, amounted to approximately RMB870,000, RMB447,000 and RMB1,072,000respectively. The sales to Mr Wang Jian, Ms Niu Yun and Mr Li Xiao Wei gave rise to grossprofits of approximately RMB717,000, RMB369,000 and RMB657,000 respectively.

(iii) During the period ended 30 June 2007, the Group sold a residential unit to Mr Ding Gang,amounted to approximately RMB304,000. The sales to Mr Ding Gang gave rise to grossprofits of approximately RMB92,000.

(iv) Certain of the Group’s other borrowings of RMB100,000,000 was guaranteed by HenanSynear, an entity of which Mr Li Wei is a director and shareholder, as at 31 December 2005.

(v) The Group has guaranteed certain bank loans of approximately RMB80,000,000,RMB83,790,000, RMBnil, RMBnil made to Henan Synear as at 31 December 2004, 2005and 2006 and 30 June 2007 respectively.

(vi) On 30 June 2006, the Group has signed a property management agreement with HenanShanshui Property Management Co., Ltd (“Property Management Agreement”). Pursuant tothe Property Management Agreement, the Group paid a one-off management fee ofRMB1.0 million to Henan Shanshui Property Management Co., Ltd. Mr Wang Jian, a directorof the Company, was the legal representative of Henan Shanshui Property ManagementCo., Ltd until April 2007.

(vii) Compensation of key management personnel



(Unaudited)

Total remuneration of directors and other members of key management

- short-term employeebenefits 692 768 837 488 417

A-44


37. CAPITAL MANAGEMENT

The Group’s objectives when managing capital are:

(a) To safeguard the Group’s ability to continue as a going concern, so that it continues toprovide returns and benefits for stakeholders;

(b) To support the Group’s stability and growth; and

(c) To provide capital for the purpose of strengthening the Group’s risk management capability.

The Group actively and regularly reviews and manages its capital structure to ensure optimalcapital structure and shareholder returns, taking into consideration the future capital requirementsof the Group and capital efficiency, prevailing and projected profitability, projected operating cashflows, projected capital expenditures and projected strategic investment opportunities. The Groupcurrently does not adopt any formal dividend policy.

Management regards total equity as capital. The amount of capital as at 31 December 2004, 2005,2006 and 30 June 2007 amounted to RMB113,227,000, RMB133,989,000, RMB598,116,000 andRMB619,010,000 respectively, which the management considers as optimal having consider theprojected capital expenditures and the projected strategic investment opportunities.

38. SUBSEQUENT EVENTS

In addition to those disclosed elsewhere in these combined financial statements, the Group hadthe following significant subsequent events which took place subsequent to 30 June 2007 and upto the date of this report:

(i) Pursuant to the PRC enterprise income tax law passed by the Tenth National People’sCongress on 16 March 2007, the new enterprise income tax rates for domestic and foreignenterprises are unified at 25 per cent. and will be effective from 1 January 2008. The impactof such change of enterprise income tax rate on the Group’s combined financial statementswill depend on detailed pronouncements that are subsequently issued. Sinceimplementation measure on transitional policy of preferential tax rate granted according tocurrent tax law and administrative regulations was not yet announced, the Group cannotreasonably estimate the financial impact of the new tax law to the Group at this stage.

(ii) On 1 July 2007, Everwell acquired the remaining 20% equity interest in ZhengzhouHuanghe at a consideration of approximately US$91.4 million based on the net asset valueof Zhengzhou Huanghe as determined by an independent valuer on 31 October 2006.

(iii) The Group had undertaken the Reorganisation as set out in note 3 above.

A-45


APPENDIX B

REPORT FROM THE JOINT REPORTING ACCOUNTANTS ON THE UNAUDITEDPRO FORMA FINANCIAL INFORMATION OF THE GROUP FOR THE FINANCIALYEAR ENDED 31 DECEMBER 2006 AND SIX MONTHS ENDED 30 JUNE 2007

22 January 2008

The Board of DirectorsCentraLand LimitedClarendon House2 Church StreetHamilton HM 11Bermuda

Dear Sirs

We report on the unaudited pro forma financial information of CentraLand Limited (the “Company”) andits subsidiaries (collectively, the “Group”) as set out in Appendix B on pages B-3 to B-11 of theprospectus (the “Prospectus”).

The unaudited pro forma financial information have been prepared on the basis of the assumptions setout on pages B-9 to B-10 and the adjustments described on pages B-10 to B-11 to show what:

(i) the financial results of the Group for the financial year ended 31 December 2006 and six monthsended 30 June 2007 would have been if the significant assets acquired and disposed by theGroup and capital structure changes had occurred on 1 January 2006;

(ii) the financial positions of the Group as at 31 December 2006 and 30 June 2007 would have been ifthe significant assets acquired and disposed by the Group and capital structure changes hadoccurred on 31 December 2006 and 30 June 2007 respectively; and

(iii) the cash flows of the Group for the financial year ended 31 December 2006 and six months ended30 June 2007 would have been if the significant assets acquired and disposed by the Group andcapital structure changes had occurred on 1 January 2006.

The unaudited pro forma financial information have been prepared for illustrative purposes only and,because of their nature, may not give a true picture of the Group’s actual financial positions, results, cashflows or equity changes after the acquisition and disposal of the significant assets, and capital structurechanges.

The unaudited pro forma financial information are the responsibility of the directors of the Company. Ourresponsibility is to express an opinion on the unaudited pro forma financial information based on ourwork.

We carried out our procedures in accordance with Statements on Auditing Practice 24: “Auditors andPublic Offering Documents”. Our work, which involved no independent examination of the unaudited proforma financial information, consisted primarily of comparing the unaudited pro forma financialinformation to the audited combined financial statements of the Group for the financial year ended 31December 2006 and six months ended 30 June 2007, considering the evidence supporting theadjustments and discussing the unaudited pro forma financial information with the directors of theCompany.

B-1

In our opinion:-

(a) the unaudited pro forma financial information have been properly prepared from the combinedfinancial statements of the Group which were prepared in accordance with International FinancialReporting Standards;

(b) the unaudited pro forma financial information have been properly prepared in a manner consistentwith both the format of the combined financial statements and the accounting policies of theGroup;

(c) each material adjustment made to the information used in the preparation of the unaudited proforma financial information is appropriate for the purpose of preparing such financial information;and

(d) the unaudited pro forma financial information have been properly prepared on the basis of theassumptions set out on pages B-9 to B-10 after making the adjustments described on pages B-10to B-11.

This report has been prepared for inclusion in the Prospectus of the Company in connection with theinitial public offering of the shares of the Company.

Yours faithfully

Foo Kon Tan Grant Thornton Grant ThorntonCertified Public Accountants Certified Public AccountantsSingapore Hong Kong

Partner: Henry Lim Partner: Andrew Lam

B-2

UNAUDITED PRO FORMA COMBINED INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2006

The unaudited pro forma combined income statement of the Group for the financial year ended31 December 2006, and the pro forma adjustments made, are set out below.

UnauditedAudited Pro forma

Combined Pro forma Pro forma Pro forma CombinedIncome adjustments adjustments adjustments Income

Statement (note 3) (note 4) (note 5) StatementRMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Revenue 276,468 (2,520) 273,948

Cost of sales (98,968) (98,968)

Gross profit 177,500 174,980

Other income 3,870 (26) 3,844Selling expenses (6,671) (6,671)Administrative expenses (21,965) (4,895) 219 (26,641)Other operating expenses (550) (193) (743)

Profit from operations 152,184 144,769Finance costs (488) (488)

Profit before taxation 151,696 144,281Income tax expenses (97,193) 861 (96,332)

Profit for the year 54,503 47,949

Attributable to:Equity holders of the Company 45,431 (4,895) 8,947 (1,534) 47,949Minority interests 9,072 (8,947) (125) –

54,503 47,949

Earnings per share –basic (RMB cents) # 2.84 3.00

# These pro forma earnings per share were computed based on the pro forma profit attributable to equity holders and the pre-invitation number of shares of 1,600,000,000 shares.

B-3

The annexed notes form an integral part of and should be read in conjunction with these financial information.

UNAUDITED PRO FORMA COMBINED INCOME STATEMENTFOR SIX MONTHS ENDED 30 JUNE 2007

The unaudited pro forma combined income statement of the Group for six months ended 30 June 2007,and the pro forma adjustments made, are set out below.


Combined Pro forma Pro forma CombinedIncome adjustments adjustments Income

Statement (note 4) (note 5) StatementRMB’000 RMB’000 RMB’000 RMB’000

Revenue 150,805 (1,800) 149,005

Cost of sales (64,332) (64,332)

Gross profit 86,473 84,673

Other income 2,348 (14) 2,334Selling expenses (3,986) (3,986)Administrative expenses (8,077) 109 (7,968)Other operating expenses (1,681) 415 (1,266)

Profit from operations 75,077 73,787Finance costs (1,373) (1,373)

Profit before taxation 73,704 72,414Income tax expenses (50,499) 575 (49,924)

Profit for the period 23,205 22,490

Attributable to:Equity holders of the Company 17,827 5,296 (633) 22,490Minority interests 5,378 (5,296) (82) –

23,205 22,490

Earnings per share – basic (RMB cents) # 1.11 1.41

# These pro forma earnings per share were computed based on the pro forma profit attributable to equity holders and the pre-invitation number of shares of 1,600,000,000 shares.

B-4


UNAUDITED PRO FORMA COMBINED BALANCE SHEETAS AT 31 DECEMBER 2006

The unaudited pro forma combined balance sheet of the Group as at 31 December 2006, and the proforma adjustments made, are set out below.


Combined Pro forma Pro forma Pro forma CombinedBalance adjustments adjustments adjustments BalanceSheet (note 4) (note 5) (note 6) Sheet

RMB’000 RMB’000 RMB’000 RMB’000 RMB’000

ASSETS AND LIABILITIESNon-current assetsProperty, plant and equipment 178,176 (7,754) 170,422Investment properties 40,042 40,042Land use rights 614 614Goodwill 38,703 38,703Deferred tax assets 18,430 18,430

275,965 268,211

Current assetsDeposits paid 169,375 169,375Properties held for development 35,061 35,061Properties held under development 106,286 106,286Properties held for sale 98,062 98,062Trade receivables 4,470 4,470Prepayments and other receivables 16,118 9,000 25,118Due from a shareholder 409,734 409,734Restricted bank deposits 10,693 10,693Cash and bank balances 61,460 (4,048) 703,575 760,987

911,259 1,619,786

Current liabilitiesTrade payables 2,442 2,442Accruals and other payables 138,386 720,000 (12) 858,374Receipts in advance 99,087 99,087Interest-bearing bank andother borrowings 237,000 237,000

Tax payable 112,193 (73) 112,120

589,108 1,309,023

Net current assets 322,151 310,763

Total assets less current liabilities 598,116 578,974

Net assets 598,116 578,974

EQUITYEquity attributable to theCompany’s equity holders 579,390 (702,457) (1,534) 703,575 578,974

Minority interests 18,726 (17,543) (1,183) –

Total equity 598,116 578,974

B-5


UNAUDITED PRO FORMA COMBINED BALANCE SHEETAS AT 30 JUNE 2007

The unaudited pro forma combined balance sheet of the Group as at 30 June 2007, and the pro formaadjustments made, are set out below.


Combined Pro forma Pro forma CombinedBalance adjustments adjustments BalanceSheet (note 4) (note 6) Sheet

RMB’000 RMB’000 RMB’000 RMB’000

ASSETS AND LIABILITIESNon-current assetsProperty, plant and equipment 175,419 175,419Investment properties 41,306 41,306Land use rights 609 609Goodwill 38,703 38,703Deferred tax assets 25,235 25,235

281,272 281,272

Current assetsDeposits paid 118,185 118,185Properties held for development 43,909 43,909Properties held under development 106,391 106,391Properties held for sale 52,758 52,758Prepayments and other receivables 58,141 58,141Due from a shareholder 409,734 409,734Restricted bank deposits 10,674 10,674Cash and bank balances 300,182 703,575 1,003,757

1,099,974 1,803,549

Current liabilitiesTrade payables 1,388 1,388Accruals and other payables 24,311 720,000 744,311Receipts in advance 386,583 386,583Interest-bearing bank and other borrowings 190,000 190,000Tax payable 159,954 159,954

762,236 1,482,236

Net current assets 337,738 321,313

Total assets less current liabilities 619,010 602,585

Net assets 619,010 602,585

EQUITYEquity attributable to theCompany’s equity holders 596,380 (697,370) 703,575 602,585

Minority interests 22,630 (22,630) –

Total equity 619,010 602,585

B-6


UNAUDITED PRO FORMA COMBINED CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2006

The unaudited pro forma combined cash flow statement of the Group for the financial year ended 31December 2006, and the pro forma adjustments made, are set out below.

Audited UnauditedCombined Pro forma Pro forma Pro forma Pro formaCash flow adjustments adjustments adjustments Cash flowStatement (note 3) (note 5) (note 6) StatementRMB’000 RMB’000 RMB’000 RMB’000 RMB’000

Cash flows from operating activitiesProfit before taxation 151,696 (4,895) (2,520) 144,281Adjustments for:Interest income (310) (310)Interest expenses 488 488Depreciation 7,494 7,494Loss on disposal of a subsidiary – 1,659 1,659Amortisation of land use rights 11 11

Operating profit before workingcapital changes 159,379 153,623Decrease in properties heldfor development 1,623 1,623

Increase in properties heldunder development (736) (736)

Increase in properties held for sale (21,383) (21,383)Increase in trade receivables (4,470) (4,470)Increase in prepayments, otherreceivables and deposits paid (116,843) (116,843)

Increase in restricted bank deposits (6,048) (6,048)Decrease in trade payables (20,585) (20,585)Increase in accruals and other payables 58,090 4,895 62,985

Increase in receipts in advance 47,221 47,221

Cash generated from operations 96,248 95,387Income taxes paid (21,518) 861 (20,657)Interest received 310 310

Net cash generated fromoperating activities 75,040 75,040

Cash flows from investing activitiesAcquisition of a subsidiary,net of cash acquired (12,540) (12,540)

Purchases of property, plantand equipment (5,756) (5,756)

Disposal of a subsidiary, net ofcash disposed of – (4,158) (4,158)

Net cash used in investing activities (18,296) (22,454)

Cash flows from financing activitiesDividend paid to a minority shareholderof a subsidiary (110) 110 –

Capital contributed by shareholders – 703,575 703,575New bank borrowings 205,000 205,000New other borrowings 2,000 2,000Repayment of bank borrowings (113,100) (113,100)Repayment of other borrowings (102,000) (102,000)Interest paid (17,723) (17,723)

Net cash (used in)/ generatedfrom financing activities (25,933) 677,752

Net increase in cash andcash equivalents 30,811 730,338

Cash and cash equivalentsat beginning of year 30,649 30,649

Cash and cash equivalentsat end of year 61,460 – (4,048) 703,575 760,987

B-7


UNAUDITED PRO FORMA COMBINED CASH FLOW STATEMENTFOR SIX MONTHS ENDED 30 JUNE 2007

The unaudited pro forma combined cash flow statement of the Group for six months ended 30 June2007, and the pro forma adjustments made, are set out below.

Audited UnauditedCombined Pro forma Pro forma Pro formaCash flow adjustments adjustments Cash flowStatement (note 5) (note 6) StatementRMB’000 RMB’000 RMB’000 RMB’000

Cash flows from operating activitiesProfit before taxation 73,704 (1,290) 72,414Adjustments for:Interest income (168) (168)Interest expenses 1,373 1,373Depreciation 3,946 3,946Loss on disposal of a subsidary 253 (253) –Amortisation of land use rights 5 5

Operating profit before working capital changes 79,113 77,570Increase in properties held for development (8,848) (8,848)Decrease in properties held under development 5,923 5,923Decrease in properties held for sale 45,304 45,304Decrease in trade receivables 4,470 4,470Decrease in prepayments, other receivablesand deposits paid 9,167 (2,368) 6,799

Decrease in restricted bank deposits 19 19Decrease in trade payables (1,054) (1,054)Decrease in accruals and other payables (113,303) (113,303)Increase in receipts in advance 287,496 287,496

Cash generated from operations 308,287 304,376Income taxes paid (9,543) 575 (8,968)Interest received 168 168

Net cash generated from operating activities 298,912 295,576

Cash flows from investing activitiesPurchases of property, plant and equipment (2,453) (2,453)Disposal of a subsidiary, net of cash disposed of (3,276) 3,276 –

Net cash used in investing activities (5,729) (2,453)

Cash flows from financing activitiesDividend paid to a minority shareholderof a subsidiary (60) 60 –

Capital contributed by shareholders – 703,575 703,575New bank borrowings 40,000 40,000New other borrowings 100,000 100,000Repayment of bank borrowings (155,000) (155,000)Repayment of other borrowings (32,000) (32,000)Interest paid (7,401) (7,401)

Net cash (used in)/generated fromfinancing activities (54,461) 649,174

Net increase in cash and cash equivalents 238,722 942,297

Cash and cash equivalents at beginning of period 61,460 61,460

Cash and cash equivalents at end of period 300,182 – 703,575 1,003,757

B-8


NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

1. INTRODUCTION

The unaudited pro forma financial information for the financial year ended 31 December 2006 andsix months ended 30 June 2007 has been prepared for inclusion in the Prospectus in connectionwith the initial public offering of the shares of CentraLand Limited (the “Company”).

The unaudited pro forma financial information of the Group for the financial year ended 31December 2006 and six months ended 30 June 2007 are expressed in Renminbi (“RMB”), beingthe reporting currency of the companies within the Group, and have been prepared in accordancewith the historical cost convention.

2. BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

(a) The unaudited pro forma combined income statements have been prepared to illustratewhat the financial results of the Group for the year ended 31 December 2006 and sixmonths ended 30 June 2007 would have been if (i) 100% equity interest in Henan JinzhiEstablishment Company Limited (“Henan Jinzhi”) and (ii) 20% equity interest in ZhengzhouHuanghe Great View Royal Garden Company Limited (“Zhengzhou Huanghe”) have beenacquired; and (iii) Henan Guoling Hotspring Vacation Hotel Management Company Limited(“Guoling Management”) has been disposed; and (iv) the subscription agreements forshares in Piaget Management Limited (“Piaget”) at aggregate consideration ofUS$90,000,000 have occurred since 1 January 2006.

(b) The unaudited pro forma combined balance sheets have been prepared to illustrate whatthe financial positions of the Group as at 31 December 2006 and 30 June 2007 would havebeen if (i) 100% equity interest in Henan Jinzhi and (ii) 20% equity interest in ZhengzhouHuanghe have been acquired; and (iii) Guoling Management has been disposed; and (iv)the subscription agreements for shares in Piaget at aggregate consideration ofUS$90,000,000 have occurred on 31 December 2006 and 30 June 2007 respectively.

(c) The unaudited pro forma combined cash flow statements have been prepared to illustratewhat the cash flows of the Group for the year ended 31 December 2006 and six monthsended 30 June 2007 would have been if (i) 100% equity interest in Henan Jinzhi and (ii)20% equity interest in Zhengzhou Huanghe have been acquired; and (iii) GuolingManagement has been disposed; and (iv) the subscription agreements for shares in Piagetat aggregate consideration of US$90,000,000 have occurred since 1 January 2006.

(d) The unaudited pro forma financial information has been prepared based on the auditedcombined financial statements of the Group for the financial year ended 31 December 2006and six months ended 30 June 2007, after giving effect to the pro forma adjustments thatare considered appropriate as set out in the unaudited pro forma combined balance sheets,unaudited pro forma combined income statements and unaudited pro forma combined cashflow statements.

(e) The unaudited pro forma financial information has been prepared based on thereorganisation as disclosed in Note 3 to the audited combined financial statements of theGroup for the financial year ended 31 December 2006 and six months ended 30 June 2007.

(f) The unaudited pro forma financial information has been prepared for illustrative purposesonly and, because of its nature, may not give a true picture of the actual financial positions,results and cash flows of the Group.

B-9

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (Continued)

2. BASIS OF PREPARATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION(Continued)

(g) The unaudited pro forma financial information has been prepared in accordance with theaccounting policies of the Company, as set out in the audited combined financial statementsof the Group for the financial years ended 31 December 2004, 2005 and 2006 and sixmonths ended 30 June 2007 as set out in Appendix A of this Prospectus.

(h) Pursuant to Section 23 of Part IX of the Fifth Schedule of the Securities and FuturesRegulations, the unaudited pro forma financial information for the financial year ended 31December 2006 and six months ended 30 June 2007 were based on the audited combinedfinancial statements of the Company and its subsidiaries, which are prepared in accordancewith International Financial Reporting Standards (“IFRS”). The audited combined financialstatements were not subject to any qualifications.

3. ACQUISITION OF 100% EQUITY INTEREST IN HENAN JINZHI

On 21 November 2006, Zhengzhou Huanghe acquired 100% equity interest in Henan Jinzhi at aconsideration of RMB52,782,000. Pro forma adjustments are raised to recognise the pro formaeffect of the results from 1 January 2006 to 20 November 2006 of Henan Jinzhi to the unauditedpro forma combined income statement and unaudited pro forma combined cash flow statement forthe year ended 31 December 2006. No pro forma adjustment was made to the unaudited proforma combined income statement and unaudited pro forma cash flow statement for six monthsended 30 June 2007 as the acquisition was completed on 21 November 2006.

As the recognition of pro forma effect of the results of Henan Jinzhi has no material impact on thecombined balance sheets, no adjustment was made to unaudited pro forma combined balancesheets.

4. ACQUISITION OF 20% EQUITY INTEREST IN ZHENGZHOU HUANGHE

On 1 July 2007, Everwell International Holdings Limited (“Everwell”) acquired the remaining 20%equity interest in Zhengzhou Huanghe. Pro forma adjustments are raised to eliminate the proforma effect of the share of results and reserves of the minority interest to the unaudited pro formacombined income statements and unaudited pro forma combined balance sheets.

Assuming the consideration of RMB720,000,000 will be settled after 30 June 2007, the pro formaeffect of the elimination of minority interest has no impact on the combined cash flow statementsfor the year ended 31 December 2006 and six months ended 30 June 2007. No adjustment wasmade to unaudited pro forma combined cash flow statements in this regard.

5. DISPOSAL OF GUOLING MANAGEMENT

On 23 June 2007, Zhengzhou Huanghe disposed its 90% equity interest in Guoling Management.Pro forma adjustments are raised to eliminate the pro forma effect of results for the year ended 31 December 2006 and for the period from 1 January 2007 to 22 June 2007 of GuolingManagement to the unaudited pro forma combined income statements and unaudited pro formacombined cash flow statements.

Pro forma adjustments are also raised to eliminate the pro forma effect of consolidation of theassets and liabilities of Guoling Management as at 31 December 2006 to the unaudited pro formacombined balance sheet as at 31 December 2006. No pro forma adjustment was made to theunaudited pro forma combined balance sheet as at 30 June 2007 as the disposal was completedon 23 June 2007.

B-10

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION (Continued)

6. SUBSCRIPTION AGREEMENTS FOR SHARES IN PIAGET

On 3 August 2007, Overseas Market Group Limited (“Overseas Market”), Piaget, Ember VisionLimited (“Ember Vision”), Marble Focus Limited (“Marble Focus”), Mr Li Wei, Mr Wang Peng, Mr Yan Tao and CIM X Limited (“CIM X”) entered into a subscription agreement (the “CIMSubscription Agreement”) for the issuance of exchangeable notes with an aggregate principalvalue of US$45.0 million (the “CIM Exchangeable Notes”) by Overseas Market to CIM X.


On 1 September 2007, Overseas Market, Piaget, Ember Vision, Marble Focus, Mr Li Wei, Mr WangPeng, Mr Yan Tao, Easy Solution Limited and Queen Hope Holdings Limited entered into asubscription agreement (the “Pre-Invitation Subscription Agreement”) for the issuance ofexchangeable notes with an aggregrate principal value of US$45.0 million (the “Pre-InvitationExchangeable Notes”) by Overseas Market to the other pre-invitation investors (other than CIM X)on the same terms as the CIM Subscription Agreement.

On 1 September 2007, Overseas Market issued the Pre-Invitation Exchangeable Notes to theother pre-invitation investors (other than CIM X) and the aggregate consideration of US$45.0million was satisfied in full by these pre-invitation investors in cash.

On 12 December 2007, the pre-invitation investors exchanged their CIM and Pre-InvitationExchangeable Notes for an aggregate 250 Piaget shares held by Overseas Market (the“Exchange”).

Upon completion of the Exchange, Ember Vision, Marble Focus, CIM X, Easy Solution and QueenHope respectively held 56.0%, 24.0%, 10.0%, 6.0% and 4.0% of the total issued share capital ofPiaget.

Pro forma adjustments are raised to recognise the pro forma effect of conversion of theexchangeable notes to the unaudited pro forma combined balance sheets and the unaudited proforma combined cash flow statements.

As the recognition of the pro forma effect of conversion of the exchangeable notes has no impacton the combined income statements, no adjustment was made to unaudited pro forma combinedincome statements.

7. ACQUISITION OF PIAGET AND SHARE SWAP

On 12 December 2007, the Company, as purchaser, and the shareholders of Piaget comprisingEmber Vision, Marble Focus and the pre-invitation investors, as vendors, entered into a shareswap agreement (the “Share Swap Agreement”). The terms of the Share Swap Agreement weredetermined on willing buyer willing seller basis and carried out on arm’s length basis. Pursuant tothe Share Swap Agreement, the Company acquired the entire issued and paid-up share capital ofPiaget comprising 1,250 Piaget Shares from the then shareholders of Piaget. The considerationfor the said acquisition was satisfied by (i) the crediting as fully paid, at par, the 375,000 nil-paidordinary shares of HK$0.4 each in the Company held by Ember Vision; and (ii) the allotment andissue of an aggregate of 1,599,625,000 new ordinary shares of HK$0.40 each in the capital of theCompany, credited as fully paid. As the share swap has no impact to the unaudited pro formacombined income statements, unaudited pro forma combined balance sheets and unaudited proforma combined cash flow statements, no pro forma adjustment was made in this regard.

B-11

APPENDIX C

VALUER’S REPORT DATED 19 DECEMBER 2007WITH RESPECT TO VALUATION AS OF 30 JUNE 2007

The following is the text of a letter with the summary of values and valuation certificate received from CBRichard Ellis Limited, prepared for the purpose of incorporation in the Prospectus, in connection withtheir valuation as at 30 June 2007 of all the property interests of our Group.

19 December 2007

The Board of DirectorsCentraLand LimitedClarendon House2 Church StreetHamilton. HM11Bermuda

Dear Sirs,

In accordance with your instructions for us to value the property interests held by CentraLand Limited(the “Company”) and its subsidiaries (hereinafter together know as the “Group”) in the People’s Republicof China (the “PRC”). We confirm that we have carried out inspections, made relevant inquiries andobtained such further information as we consider necessary for the purpose of providing you with ouropinion of the capital values of such property interests as at 30 June 2007 (the “date of valuation”).

Our valuation is our opinion of Market Value which is defined to mean ‘‘the estimated amount for which aproperty interests should exchange on the date of valuation between a willing buyer and a willing seller inan arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably,prudently and without compulsion.’’

Unless otherwise stated, our valuation is prepared in accordance with the ‘‘First Edition of The HKISValuation Standards on Properties’’ published by The Hong Kong Institute of Surveyors (‘‘HKIS’’). Invaluing the property interests of the Group, we have complied with all the requirements contained in PartVII of Chapter 2 of the Listing Manual (‘the “Exchange Listing Rules’’) issued by the Singapore ExchangeSecurities Trading Limited.

Our valuation has been made on the assumption that the owner sells the properties on the open marketwithout the benefit or burden of a deferred term contract, leaseback, joint venture, managementagreement or any similar arrangement, which would serve to affect the values of the property interests.

C-1

For the purpose of area measurement in our valuation, Saleable Gross Floor Areas (“Saleable GFAs”)refer to the internal floor areas and common areas exclusively allocated to that unit including balconiesand other similar features comprising common areas such as staircases and lift lobbies. Non-saleableGross Floor Areas (“Non-saleable GFAs”) refer to the floor areas of certain public ancillary facilities,including, among others, clubhouses, kindergartens, power distribution houses and connecting corridorsbetween apartment buildings. The Gross Floor Areas (“GFAs”) of a project or a phase of a projectincludes both Saleable GFAs and Non-saleable GFAs, excluding GFAs for underground car parks.

Unless otherwise stated, all the property interests are valued by the direct comparison method on theassumption that each property can be sold with the benefit of vacant possession. Comparison is basedon prices realized on actual transactions or asking prices of comparable properties. Comparableproperties with similar sizes, character and locations are analyzed, and carefully weighted against allrespective advantages and disadvantages of each property in order to arrive at a fair comparison ofvalue.

In valuing the property interests in Group I, which are held by the Group for occupation in the PRC, wehave valued each of these property interests by the direct comparison method assuming sale of each ofthese property interests in its existing state with the benefit of vacant possession and by makingreference to comparable sale transactions as available in the relevant.

For the property interests in Group II, which are held by the Group for investment, we have valued eachof these property interests by the direct comparison method assuming a sale of each of these propertyinterests in its existing state with the benefit of vacant possession and by making reference tocomparable sale transactions as available in the relevant markets; we also valued the property interestsby the capitalisation method by taking into account the current rent passing of the property interests andthe reversionary potential of the tenancies.

In valuing the property interests in Group III, which are completed real estate developments held by theGroup for sale in the PRC, we have valued each of these property interests by the direct comparisonmethod. We have assumed sale of each of these property interests in its existing state with the benefit ofvacant possession and by making reference to comparable sale transactions as available in the relevantmarket. For those property interests which have been contracted to be sold, but the formal assignmentprocedures of which have not yet been completed, we have valued this portion of property interests bytaking the contracted prices.

In our valuation, completed real estate developments are those in which the Completed ConstructionWorks Certified Reports of the building(s) or Building Ownership Certificates thereof is (are) issued bythe relevant local authority. This also includes those property interests which have been contracted to besold, but the formal assignment procedures of which have not yet been completed.

In valuing the property interests in Group IV, which are held by the Group under development in the PRC,we have valued the property interests on the basis that the property will be developed and completed inaccordance with the Group’s latest development schemes provided to us. We have assumed thatapprovals from relevant authorities for the proposals have been obtained. In arriving at our opinion ofvalue, we have adopted the direct comparison method by making reference to comparable salesevidence as available in the relevant market to arrive the capital value of the property as if the property iscompleted at the date of valuation and have also taken into consideration the development costs alreadyspent and to be spent to reflect the quality of the completed development. The “capital value of theproperty as if the property is completed at the date of valuation” represents our opinion of the aggregateselling prices of the development assuming that it would have been completed at the date of valuation.

In our valuation, the property under development are those in which the Construction WorksCommencement Permit(s) of the building(s) thereof has (have) been issued while the CompletedConstruction Works Certified Report of the building(s) thereof is (are) not issued.

For the property interests in Group V, which are held by the Group for future development in the PRC, wehave also valued each of these property interests by the direct comparison method assuming sale ofeach of these property interests in its existing state with the benefit of vacant possession and by makingreference to comparable sales transactions as available in the relevant market.

In our valuation, the property for future development are those the Construction Works CommencementPermit(s) is (are) not issued while the Land Use Rights Certificate(s) has (have) been obtained.

C-2

For the property interests in Group VI, which are other property interests acquired by the Group in thePRC. Although the Group have entered into agreements with relevant owner of the property orgovernment authority, the Group has not yet obtained the Land Use Right Certificates and/or thepayment of the land premium has not yet been fully settled as at the date of valuation. We have attributedno commercial value to the property interests.

In the course of our valuation for the property interests in the PRC, we have relied on the legal opinionprovided by the Group’s PRC legal advisor, Jingtian & Gongcheng (the “PRC Legal Opinion”). We havebeen provided with extracts from title documents relating to such property interests. We have not,however, searched the original documents to verify ownership or existence of any amendment which donot appear on the copies handed to us. All documents have been used for reference only.

We have relied to a considerable extent on information given by the Group, in particular, but not limitedto, the sales records, the records of unsold units, planning approvals, statutory notices, easements,tenancies, floor areas (including Gross Floor Areas, Saleable Gross Floor Areas and Non-saleable GrossFloor Areas). No on-site measurement has been taken. Dimensions, measurements and areas includedin the valuation certificates are only approximations. We have taken every reasonable care both ininspecting the information provided to us and in making relevant enquiries. We have no reason to doubtthe truth and accuracy of the information provided to us by the Group, which is material to the valuation.We were also advised by the Group that no material facts have been omitted from the informationprovided to us.

We have inspected the properties to such extent as for the purpose of this valuation. In the course of ourinspection, we did not notice any serious defects. However, we have not carried out any structural surveynor were any tests made on the building services. Therefore, we are not able to report whether theproperties are free of rot, infestation or any other structural defects. We have not carried outinvestigations on the site to determine the suitability of the ground conditions and the services etc. forany future development.

No allowance has been made in our valuation neither for any charges, mortgages or amounts owing onthe property interests nor for any expenses or taxation which may be incurred in effecting a sale. Unlessotherwise stated, it is assumed that the property interests are free from encumbrances, restrictions andoutgoing of an onerous nature which could affect their values.

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

We enclose herewith a summary of values and our valuation certificate.

Yours faithfully,For and on behalf of

CB Richard Ellis Limited

Kam Hung YUSenior Managing Director

Valuation & Advisory Services

Note: Mr. Yu is the President of the Hong Kong Institute of Surveyors. He is a Registered Professional Surveyor (GeneralPractice), a fellow of Royal Institution of Chartered Surveyors, a fellow of the Hong Kong Institute of Surveyors and a fellowof the Hong Kong Institute of Real Estate Administration. He has over 25 years of valuation experience in Hong Kong, thePRC and the Asia Pacific Region.

C-3

SUMMARY OF VALUES

Capital Value in Interests Capital Valueexisting state as at attributable attributable to the Group

Property Interests 30 June 2007 to the Group as at 30 June 2007

(RMB) (RMB)

Group I — Property interests held by the Group for occupation in the PRC

1. A sports centre and cinema, No Commercial ValueGuoling Shanshui, Guxing Town North, Jing-Guang Railway West,Huiji District, Zhengzhou City,Henan Province, the People’s Republic of China

Group I Sub-total: No Commercial Value

Group II — Property interests held by the Group for investment in the PRC

2. Various commercial buildings, No Commercial Valuehotel villas and a golf office building,Guoling Shanshui, Guxing Town North,Jing-Guang Railway West,Huiji District, Zhengzhou City, Henan Province, the People’s Republic of China

Group II Sub-total: No Commercial Value

Group III — Property interests held by the Group for sale in the PRC

3. Various low-rise apartment 12,000,000 100% 12,000,000units in Phase I, Mufu, Guoling Shanshui , Guxing Town North,Jing-Guang Railway West,Huiji District, Zhengzhou City,Henan Province,the People’s Republic of China

4. Various low-density luxury 9,500,000 100% 9,500,000detached houses in Phase I, Yongfu, Guoling Shanshui , Guxing Town North,Jing-Guang Railway West,Huiji District, Zhengzhou City,Henan Province,the People’s Republic of China

Group III Sub-total: 21,500,000

C-4



(RMB) (RMB)

Group IV — Property interests held by the Group under development in the PRC

5. Various low-density luxury 18,000,000 100% 18,000,000detached houses in Phase I, Yongfu, Guoling Shanshui , Guxing Town North,Jing-Guang Railway West,Huiji District, Zhengzhou City, Henan Province,the People’s Republic of China

6. Various low-rise apartment units 62,000,000 100% 62,000,000and commercial retail units in Phase II, Huguang Shanse, Guoling Shanshui , Zheng Mang Highway West,South Bank of Yellow River,Huiji District, Zhengzhou City,Henan Province,the People’s Republic of China

7. Various townhouses and low-rise 84,000,000 100% 84,000,000apartment units in Phase II, Xinyu Lanwan, Guoling Shanshui , Zheng Mang Highway West,South Bank of Yellow River,Huiji District, Zhengzhou City,Henan Province,the People’s Republic of China

8. Various retail units and office units 1,001,000,000 100% 1,001,000,000in J-Expo, No.8 Xinglong Street (East of Fu Shou Street, North of Yuan Ling Street),Zhengzhou City,Henan Province, the People’s Republic of China

Group IV Sub-total: 1,165,000,000

Group V — Property interests held by the Group for future development in the PRC

9. Reserved land located in 8,123,000,000 100% 8,123,000,000 No. 86 South Bank of the Yellow River, Zhengzhou City, Henan Province,the People’s Republic of China

Group V Sub-total: 8,123,000,000

C-5



(RMB) (RMB)

Group VI — Other Property interests acquired by the Group in the PRC

10. A parcel of land (West of Jing No Commercial ValueGuang Railway, North of Xi Shan Road),Zhengzhou City,Henan Province, the People’s Republic of China

Group VI Sub-total: No Commercial Value

Grand Total: 9,309,500,000

C-6

Group I — Property interests held by the Group for occupation in the PRC

VALUATION CERTIFICATE

Capital value in Details of existing state as at

Property Description and tenure occupancy 30 June 2007

(RMB)

1.

Notes:

a) Pursuant to the following Land Use Rights Certificates, the land use rights of the following sites havebeen granted to the Group.

Land Use Rights Date of Certificate Number. Issuance Site Area Date of Expiry

(sq.m.)

Zheng Guo Yong 28 March 2005 110,261.40 5 May 2047(2005) Zi No.187Zheng Guo Yong 28 March 2005 446,136.30 5 May 2067(2005) Zi No.0185

Total: 556,397.70

b) We have been provided with a legal opinion on the property prepared by the Group’s legal advisor, whichcontains, inter alia, the following information:

i. The Group has paid the land premium in respect of the Site in full and pursuant to various LandUse Rights Certificates, the Group has acquired the land use rights to the Site. During the terms ofthe land use rights, the Group is entitled to occupy, use, lease, mortgage, transfer or otherwisedispose of the Site (save and except those parts which have been mortgaged)

No Commercial Value The property iscurrently occupied bythe Group.

The property comprises asports centre and cinema. Thetotal gross floor area of theproperty is approximately4,200 sq.m.

The property is situated ontwo parcels of land with anaggregrate area ofapproximately 556,397.7sq.m. (“the Site”) which formspart of Guoling Shanshui.

The total gross floor area andthe gross floor areabreakdown of the property isas follows:

Use Approximate GFA (sq.m)

Sports Center 2,400Cinema 1,800Total 4,200

The Site is held under variousLand Use Rights Certificatesfor the latest expiring on 5May 2067.

A sports centre andcinema, GuolingShanshui , Guxing Town North,Jing-Guang Railway West, Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-7

ii. The Group has not obtained the building ownership of the property

c) Zhengzhou Great View., the owner of the property, is a wholly foreign-owned enterprise established inaccordance with the laws of the PRC, in which the Group has a 100% equity interests.

d) In the course of our valuation, we have ascribed no commercial value to the property as the BuildingOwnership Certificate(s) has not yet been obtained. Had the Company obtained the Building OwnershipCertificate(s), the capital value in existing state of the property as at 30 June 2007 would beRMB20,400,000(100% interests attributable to the Group: RMB20,400,000)

C-8

Group II — Property interests held by the Group for investment in the PRC




(RMB)

2.

Notes:

a) Pursuant to the following Land Use Rights Certificates, the land use rights of the following sites havebeen granted to the Group.


(sq.m.)

Zheng Guo Yong 28 March 2005 110,261.40 5 May 2047(2005) Zi No.187Zheng Guo Yong 28 March 2005 446,136.30 05 May 2067(2005) Zi No.0185Zheng Guo Yong 28 December 2004 25,376.80 15 December 2065(2004) Zi No.1457Zheng Guo Yong 28 December 2004 48,143.10 15 December 2065(2004) Zi No.1456

Total: 629,917.60

No Commercial Value The hotel villas withtotal gross floor areaof approximately4,492 sq.m.,andcommercial buildingswhich are used forfood and beveragepurpose with grossfloor area ofapproximately6,393.64 sq.m arerented at a monthlyrent of RMB 350,000from 1 July 2007 to30 June 2010.

The office buildinghas been rentedtogether with a parcelof land to theShanshui Golf Club,formerly known asHenan Sinan GolfClub at the annualrent of RMB4,240,000and as advised by theGroup, such leaseagreement will beterminated on 31 Dec2007.

The remaining portionof the property iscurrently occupied bythe Group.

The property comprises 4commercial buildings, 14 hotelvillas and a golf officebuilding. The total gross floorarea of the property isapproximately 12,385.64sq.m.The property is situated onfour parcels of land with anaggregrate area ofapproximately 629,917.6sq.m. (“the Site”) which formspart of Guoling Shanshui.

The total gross floor area andthe gross floor areabreakdown of the property isas follows:

Use Approximate GFA (sq.m)

Commercial 6,393.64Buildings

Hotel Villas 4,492Office 1500Total 12,385.64

The Site is held under variousLand Use Rights Certificatesfor the latest expiring on 5May 2067.

Various commercialbuildings, hotel villasand a golf officebuilding, GuolingShanshui , Guxing Town North,Jing-Guang Railway West,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-9


i. The Group has paid the land premium in respect of the Site in full and pursuant to various LandUse Rights Certificates, the Group has acquired the land use rights to the Site. During the terms ofthe land use rights, the Group is entitled to occupy, use, lease, mortgage, transfer or otherwisedispose of the Site (save and except those parts which have been mortgaged)

ii. The Group has not obtained the building ownership of the property

iii. For the tenanted portions of the property:

(a) The Group has not obtained the ownership right of the property;

(b) According to the Confirmation in Relation to the Ownership of Real Estates of ZhengzhouHuanghe Great View Royal Garden Co., Ltd numbered Zheng Fang Di Han 2007 No. 115issued by Zhengzhou Municipal Real Estate Administration Bureau dated 24 August 2007, inwhich Zhengzhou REAB confirmed that Huanghe Great View was approved to lease theaforesaid buildings to the Golf Club, we are of the view that the aforesaid lease is valid andenforceable under PRC laws and Huanghe Great View will not face any penalties in relation tothe lease

(c) The tenancy agreements entered into between the Group and various tenants are legal, validand legally binding on both parties.

c) Zhengzhou Great View, the owner of the property, is a wholly foreign-owned enterprise established inaccordance with the laws of the PRC, in which the Group has a 100% equity interests.

d) In the course of our valuation, we have ascribed no commercial value to the property as the BuildingOwnership Certificate(s) has not yet commenced. Had the Company obtain the Building OwnershipCertificate(s), the capital value of the commercial buildings, hotel villas and golf office building in existingstate of the project as at 30 June 2007 would be RMB35,400,000, RMB52,600,000 and RMB4,500,000respectively (100% interests attributable to the Group totally: RMB92,500,000)

C-10

Group III — Property interests held by the Group for sale in the PRC




(RMB)

3.

Notes:

a) Pursuant to the Land Use Rights Grant Contract, the land use rights, with a total site area ofapproximately 454,139.3 sq.m where the Site is located therein, has been granted to the Group, at a totalconsideration of RMB6,812,090.

Land Use Rights Grant Contract Number Site Area Date of Contract

(sq.m)

N/A 454,139.3 15 December 1995

b) Pursuant to the Land Use Rights Certificate Zheng Guo Yong (2004) No. 1458 dated 27 December 2004issued by Zhengzhou Municipal Bureau of State Land and Resources, the land use rights of the Site witha site area of approximately 40,084.5 sq.m. has been granted to the Group for residential use with a termof 70 years and will be expiring on 15 December 2065.

12,000,000(100% interests

attributable to the Group:RMB12,000,000)

The property iscurrently vacant.

The property comprises 31low-rise apartment units withsaleable gross floor areaapproximately 2,898.86 sq.m..

Phase I, Mufu (“theDevelopment”) occupying asite with an area ofapproximately 40,084.5 sq.m.(“the Site”) has beendeveloped with a total grossfloor area of approximately39,877.38 sq.m.. The totalsaleable gross floor area ofthe Development isapproximately 39,288.78sq.m. and the non-saleablegross floor area isapproximately 588.6 sq.m..

The Development wascompleted in April, 2006.

The Site is held under a LandUse Rights Certificate for aterm expiring on 15 December2065 for residential use.

Various low-riseapartment units inPhase I, Mufu,Guoling Shanshui, Guxing Town North,Jing-Guang Railway West,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-11

c) We have been provided with a legal opinion on the property prepared by the Group’s legal advisor, whichcontains, inter alia, the following information:

i. The Group has paid the land premium in respect of the Site in full and acquired the land use rightsto the Site. During the terms of the land use rights, the Group is entitled to occupy, use, lease,mortgage, transfer or otherwise dispose of the Site (save and except those parts which have beenmortgaged).

ii. The Group has the building ownership to the property and is entitled to receive the sale proceeds ofthe property and occupy, use, transfer, lease and mortgage the property.

iii. Zhengzhou Great View, the owner of the property, is a wholly-foreign-owned enterprise establishedin accordance with the laws of the PRC, in which the Group has a 100% equity interests.

C-12




(RMB)

4.

Notes:

a) Pursuant to the Land Use Rights Grant Contract, the land use rights, with a total site area ofapproximately 990.847.3 sq.m where the Site is located therein, has been granted to the Group, at aconsideration of RMB14,862,710.


(sq.m)

N/A 990,847.3 15 December 1995

b) Pursuant to the following Land Use Rights Certificates, the property is held in the name of the Group.


(sq.m.)

Zheng Guo Yong 27 December 2004 48,979.3 15 December 2065(2004) No. 1454Zheng Guo Yong 27 December 2004 17,336.5 15 December 2065(2004) No. 1455

Total: 66,315.8

9,500,000(100% interests



The property comprises 3 low-density luxury detachedhouses with saleable grossfloor area approximately730.75 sq.m..

Phase I, Yongfu (“theDevelopment”) occupying asite with an area ofapproximately 66,315.8 sq.m.(“the Site”) has beendeveloped with a total grossfloor area of approximately19,991.17 sq.m.. The totalsaleable gross floor area ofthe Development isapproximately 18,665 sq.m.and the non-saleable grossfloor area is approximately1,326.17 sq.m..

The Development wascompleted in May 2007.


Various low-densityluxury detachedhouses in Phase I,Yongfu, GuolingShanshui , Guxing Town North,Jing-Guang Railway West,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-13





C-14

Group IV — Property interests held by the Group under development in the PRC




(RMB)

5.

Notes:

a) Pursuant to the Land Use Rights Grant Contract, the land use rights, with a total site area ofapproximately 990.847.3 sq.m where the Site is located therein, has been granted to the Group, at aconsideration of RMB14,862,710


(sq.m)

N/A 990,847.3 15 December 1995



(sq.m.)

Zheng Guo Yong 27 December 2004 48,979.3 15 December 2065(2004) No. 1454Zheng Guo Yong 27 December 2004 17,336.5 15 December 2065(2004) No. 1455

Total: 66,315.8

18,000,000(100% interests


The property iscurrently vacant

The property comprises 4 low-density luxury detachedhouses with saleable grossfloor area approximately1,383.21 sq.m..

Phase I, Yongfu (“theDevelopment”) occupying asite with an area ofapproximately 66,315.8 sq.m.(“the Site”) has beendeveloped with a total grossfloor area of approximately19,991.17 sq.m.. The totalsaleable gross floor area ofthe Development isapproximately 18,665 sq.m.and the non-saleable grossfloor area is approximately1,326.17 sq.m..


Various low-densityluxury detachedhouses in Phase I,Yongfu, GuolingShanshui , Guxing Town North,Jing-Guang Railway West,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-15





d) A summary of major certificates/approvals is shown as follows:

i. Land Use Rights Transfer Contract Yesii. Land Use Rights Certificate Yesiii. Construction Land Use Planning Permit Yesiv. Construction Works Planning Permit Yesv. Construction Works Commencement Permit Yesvi. Pre-sale Permit Yesvii. Construction Works Completion Certified Report N/A

C-16




(RMB)

6.

Notes:

a) Pursuant to the Land Use Rights Grant Contract, the land use rights, with a total site area ofapproximately 990.847.3 sq.m, where the site is located therein, has been granted to the Group.


(sq.m)

N/A 990,847.3 15 December 1995



(sq.m.)

Zheng Guo Yong 28 March 2005 446,136.3 5 May 2067(2005) No. 0185Zheng Guo Yong 28 March 2005 54,912 5 May 2067(2005) No. 0189Zheng Guo Yong 28 March 2005 55,635.6 5 May 2067(2005) No. 0191

Total: 556,683.9

62,000,000(100% interests



The property comprises 181low-rise apartment units and11 retail units with a totalgross floor area ofapproximately 18,594.53sq.m. and 1,445.55 sq.m.respectively.

As advised by the Group,Phase II, Huguang Shanse(“the Development”) occupyinga site with an area ofapproximately 97,333.82sq.m. (“the Site”) are plannedto be developed with a totalgross floor area ofapproximately 69,176.30sq.m.. The total saleable grossfloor area of the property isapproximately 67,701.71sq.m. and non-saleable grossfloor area of the property isapproximately 1,474.59 sq.m..

The site is held under a LandUse Rights Certificate for aterm expiring on 5 May 2067.

Various low-riseapartment units andretail units in PhaseII, Huguang Shanse,Guoling Shanshui , Zheng Mang HighwayWest, South Bank ofYellow River,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-17

c) 64 apartment units with a saleable gross floor area of approximately 6,786.29 sq.m. of the property aresubject to various agreements for sale and purchase in a total consideration of RMB26,265,465. CapitalValue in respect of this portion of the property is stated at total consideration aforesaid, and has beenconsidered in our valuation shown above.

d) As advised by the Group, the outstanding construction cost as of 30 June 2007 is about RMB1,773,800.

e) We have been provided with a legal opinion on the property prepared by the Group’s legal advisor, whichcontains, inter alia, the following information:

i. The Group has paid the land premium in respect of the Site in full and pursuant to various LandUse Rights Certificates, the Group has acquired the land use rights to the Site. During the terms ofthe land use rights, the Group is entitled to occupy, use, lease, mortgage, transfer or otherwisedispose of the Site (save and except those parts which have been mortgaged).

ii. The Group has obtained from the PRC Government all requisite approvals in respect of theconstruction of the property.

iii. Portions of the property comprising 64 units with a saleable gross floor area of approximately6,786.29 sq.m., have been contracted to be sold. The Group is entitled to receive from thepurchasers the sale proceeds of those portions in accordance with the transfer contracts but theGroup may not mortgage those portions without the purchasers’ approval.

iv. Zhengzhou Great View, the owner of the property, is a wholly-foreign-owned enterprise establishedin accordance with the laws of the PRC, in which the Group has a 100% equity interests.

f) A summary of major certificates/approvals is shown as follows:


C-18




(RMB)

7.

Notes:

a) Pursuant to the Land Use Rights Grant Contract, the land use rights, with a total site area ofapproximately 990.847.3 sq.m where the Site is located therein, has been granted to ZhengzhouYellowRiver Tourism Development Co., Ltd.,.


(sq.m)

N/A 990,847.3 15 December 1995



(sq.m.)

Zheng Guo Yong 28 March 2005 446,136.3 5 May 2067(2005) No. 0185Zheng Guo Yong 28 March 2005 54,912.0 5 May 2067(2005) No. 0189Zheng Guo Yong 28 March 2005 55,635.6 5 May 2067(2005) No. 0191

Total: 556,683.9

84,000,000(100% interests



The property comprises 36townhouses units and 84 low-rise apartment units withsaleable gross floor area ofapproximately 9,107.97 sq.m.and 8,931.33 sq.m.respectively.

As advised by the Group,Phase II, Xingyu Lanwan (“theDevelopment”) occupying asite with an area ofapproximately 73,000.37sq.m. (“the Site”) are plannedto be developed with a totalgross floor area ofapproximately 38,091.5 sq.m..The total saleable gross floorarea of the property isapproximately 35,172.91sq.m. and non-saleable grossfloor area of the property isapproximately 2,918.59 sq.m..

The Site is held under a LandUse Rights Certificate for aterm expiring on 05 May 2067.

Various townhousesand low-riseapartment units inPhase II, XinyuLanwan, GuolingShanshui , Zheng Mang HighwayWest, South Bank ofYellow River,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-19

c) 41 low-rise apartment units with a saleable gross floor area of approximately 4,279.49 sq.m. of theproperty are subject to various agreements for sale and purchase in a total consideration ofRMB16,808,159. Capital Value in respect of this portion of the property is stated at total considerationaforesaid, and has been considered in our valuation shown above.

d) As advised by the Group, the outstanding construction cost as of 30 June 2007 is about RMB294,000.

e) We have been provided with a legal opinion on the property prepared by the Group’s legal advisor, whichcontains, inter alia, the following information:



iii. Portions of the property comprising 41 units with a saleable gross floor area of approximately4,279.49 sq.m., have been contracted to be sold. The Group is entitled to receive from thepurchasers the sale proceeds of those portions in accordance with the transfer contracts but theGroup may not mortgage those portions without the purchasers’ approval.


f) A summary of major certificates/approvals is shown as follows:


C-20




(RMB)

8.

Notes:

a) Pursuant to the Land Use Rights Certificate Zheng Guo Yong (2006) No. 1063 dated 4 December 2006issued by the People’s Government of Zhengzhou, the land use rights of the Site with a site area ofapproximately 9,770.9 sq.m. for a term of 40 years for commercial use has been granted to the Groupand will be expiring on 1 November 2046.

b) 968 retail units with a saleable gross floor area of approximately 19,298 sq.m. and 23 office units with asaleable gross floor area of approximately 1,235 sq.m. of the property are subject to various agreementsfor sale and purchase in a total consideration of RMB332,868,829 and RMB5,637,781 respectively.Capital Value in respect of this portion of the property is stated at total consideration aforesaid, and isincluded in our valuation shown above.

c) As advised by the Group, the outstanding construction cost as of 30 June 2007 is aboutRMB151,405,300.

1,001,000,000(100% interests

attributable to the Group:RMB1,001,000,000)


The property comprises 2,560retail units and 192 office unitswith total saleable gross floorarea of approximately54,579.15 sq.m. and11,310.65 sq.m. respectively.Its total expected groundgross floor area of thebuildings and structures to beconstructed on the property isapproximately 65,889.90sq.m., including theunderground gross floor areawith the gross floor area ofapproximately 10,212.03sq.m..

J-Expo (“the Development”) isa commercial real estatedevelopment occupying a sitewith an area of approximately9,771 sq.m. (“the Site”). TheDevelopment will comprise acommercial building with retailunits from Basement 1 toLevel 5 and office units fromLevel 6 to Level12 withsaleable gross floor area ofapproximately 65,889.9 sq.m..Its expected under groundgross floor area isapproximately 10,212.03sq.m..

The Site is held under a LandUse Rights Certificates for aland use term expiring on 1November 2046.

Various retail unitsand office units in J-Expo, No.8 XinglongStreet (East of FuShou Street, North ofYuan Ling Street),Zhengzhou City,Henan Province, thePeople’s Republic ofChina

C-21

d) We have been provided with a legal opinion on the property prepared by the Group’s legal advisor, whichcontains, inter alia, the following information:



iii. Portions of the property comprising 991 units with a saleable gross floor area of approximately20,533 sq.m., have been contracted to be sold. The Group is entitled to receive from the purchasersthe sale proceeds of those portions in accordance with the transfer contracts but the Group may notmortgage those portions without the purchasers’ approval.


e) A summary of major certificates/approvals is shown as follows:


C-22

Group V — Property interests held by the Group for future development in the PRC




(RMB)

9.

Notes:

a) Pursuant to the following Land Use Rights Grant Contracts, the land use rights of a site, in which theproperty is located therein, with a total site area of approximately 2,545,346.71 sq.m. have been grantedto the Group, at a total consideration of RMB26,608,605.


(sq.m)

N/A 454,139.3 15 December 1995N/A 990,847.3 15 December 1995N/A 33,907.02 19 August 2004N/A 295,013.3 15 December 1995

Total: 1,773,906.92

8,123,000,000(100% interests

attributable to the Group:RMB 8,123,000,000)


The property comprises a sitewith an area (the “Site”) ofapproximately 1,581,291.84sq.m..

As advised by the Group, itstotal expected above groundgross floor area of thebuildings and structures to beconstructed on the property isapproximately 3,181,544sq.m., while undergroundgross floor area comprisesapproximately 5,190 carparking spaces..

Guoling Shanshui (“theDevelopment”) is a large realestate development. Asadvised by the Group, theDevelopment will comprisevarious apartment units,townhouse units, retail unitsand hotels with saleable grossfloor area of approximately2,994,270.8 sq.m. and thenon-saleable gross floor areais approximately 187,273.2sq.m.. Its expected that underground gross floor areacomprises 5,190 car parkspaces.

The Site is held under a LandUse Rights Certificate for thelatest term expiring on 15December 2045 for compositeuse and 14 December 2065for residential use.

Reserved landlocated inNo.86, South Bank ofYellow River,Huiji District,Zhengzhou City,Henan Province,the People’s Republicof China

C-23

b) Pursuant to the following Land Use Rights Certificates obtained by the Group after the date of valuation,the following sites, where the property is located therein, is held by the Group.


(sq.m.)

Zheng Guo Yong 3 December 2001 23,676.17 5 May 2047(2001) Zi No.0686Xing Guo Yong 31 August 2004 213,851.91 14 December 2065(2004) Zi No.0049Xing Guo Yong 31 August 2004 92,259.76 14 December 2065(2004) Zi No.0050Zheng Guo Yong 28 March 2005 446,136.3*Note i 5 May 2067(2005) Zi No.0185Zheng Guo Yong 28 March 2005 54,912.0*Note ii 5 May 2067(2005) Zi No.0189Zheng Guo Yong 28 March 2005 55,635.6*Note iii 5 May 2067(2005) Zi No.0191Zheng Guo Yong 28 March 2005 74,788.5 5 May 2047(2005) Zi No.0186Zheng Guo Yong 28 March 2005 110,261.4*Note iv 5 May 2047(2005) Zi No.0187Zheng Guo Yong 28 March 2005 394.7 5 May 2067(2005) Zi No.0188Zheng Guo Yong 28 March 2005 65,838.8 5 May 2047(2005) Zi No.0190Zheng Guo Yong 28 March 2005 12,000.1 5 May 2067(2005) Zi No.0192Zheng Guo Yong 7 April 2005 79,001.1 5 May 2067(2005) Zi No.0202Zheng Guo Yong 7 April 2005 54,309.4 5 May 2047(2005) Zi No.0194Zheng Guo Yong 25 May 2004 250,079 5 December 2045(2004) Zi No.0614Xing Guo Yong 31 August 2004 22,808.69 14 December 2065(2004) Zi No.0051Zheng Guo Yong 28 December 2004 48,143.1 15 December 2065(2004) Zi No.1456Zheng Guo Yong 28 December 2004 25,376.8 15 December 2065(2004) Zi No.1457Zheng Guo Yong 28 December 2004 13,032.1 N/A(2004) Zi No.1459Zheng Guo Yong 28 December 2004 3,375.8 15 December 2065(2004) Zi No.1468*Zheng Guo Yong 18 July 2007 121,078.2 15 July 2077(2007) Zi No.0614

Total: 1,766,959.43

* Note i A portion of the site area stated in the Land Use Rights Certificate No. Zheng Guo Yong (2005) ZiNo.0185 of approximately 83,333.75sq.m. had been apportioned to the Property 1, Property 2, Property 6& Property 7 in this valuation report.

* Note ii A portion of the site area stated in the Land Use Rights Certificate No. Zheng Guo Yong (2005) ZiNo.0189 of approximately 51,666.93sq.m. had been apportioned to the Property 6 & Property 7 in thisvaluation report.

* Note iii A portion of the site area stated in the Land Use Rights Certificate No. Zheng Guo Yong (2005) ZiNo.0191 of approximately 38,000.19sq.m. had been apportioned to the Property 6 & Property 7 in thisvaluation report.

* Note iv A portion of the site area stated in the Land Use Rights Certificate No. Zheng Guo Yong (2005) ZiNo.0187 of approximately 12,666.73sq.m. had been apportioned to the Property 1 & Property 2 in thisvaluation report.

C-24



ii. The Group has the land use rights to the property and is entitled to receive the sale proceeds of theproperty and occupy, use transfer, lease and mortgage the property.


C-25

Group VI — Other Property interests held by the Group in the PRC




(RMB)

10.

Notes:

a) According to the confirmation made by the Zhengzhou City Land Resources Bureau on 21 April 2006,the application for the issuance of the Land Use Rights Certificate had been received and confirmed,there will be no legal impediment for Zhengzhou Great View to obtain the Land Use Rights Certificate.


i. According to the confirmation, there will be no legal impediment for Zhengzhou Great View to obtainthe Land Use Rights Certificate subject to payment of the necessary land premium and otherapplicable taxes and fees and the compliance in the applicable procedures required under the PRClaws.

ii. The approved use of the land is agriculture use and unless otherwise approved by relevantgovernment authorities, Zhengzhou Great View should not develop real estate projects on the land.

c) A summary of major certificates/approvals is shown as follows:

i. Land Use Rights Transfer Contract N/Aii. Land Use Rights Certificate N/Aiii. Construction Land Use Planning Permit N/Aiv. Construction Works Planning Permit N/Av. Construction Works Commencement Permit N/Avi. Pre-sale Permit N/Avii. Construction Works Completion Certified Report N/A

No Commercial ValueThe Site is currentlyvacant.

The property occupies a sitewith an area (“The Site”) ofapproximately 557,118.9sq.m..

A parcel of land(West of Jing GuangRailway, North of XiShan Road),Zhengzhou City,Henan Province, the People’s Republicof China

C-26

APPENDIX D

SUMMARY OF MEMORANDUM OF ASSOCIATON AND SELECTED BYE-LAWS OF THE COMPANY

This appendix provides information about certain provisions of our Memorandum of Association and Bye-laws and Bermuda company law. The description below is only a summary and is qualified in its entiretyby reference to our Memorandum of Association and Bye-laws and the Bermuda Companies Act.

1. Registration number and Memorandum of Association

The registration number with which our Company was incorporated is 40770.

Our Memorandum of Association states, inter alia, that the liability of members of our Company islimited to the amount, if any, for the time being unpaid on the shares respectively held by them andthat our Company is an exempted company as defined in the Bermuda Companies Act.Paragraph 6 of the Memorandum of Association states that the objects for which our Companywas formed are unrestricted. Paragraph 7 of the Memorandum of Association provides that theCompany may do all such things as are incidental or conducive to the attainment of its objects andshall have the capacity, rights, powers and privileges of natural person.

In accordance with and subject to section 42A of the Bermuda Companies Act, the Memorandumof Association of our Company empowers it to purchase its own shares and this power isexercisable by the Board of Directors upon such terms and subject to such conditions as it thinksfit in accordance with the Bye-laws.

2. Directors

(a) Ability of interested directors to vote (Bye-laws 101 and 102)

A Director who to his knowledge is in any way, whether directly or indirectly, interested in acontract or arrangement or proposed contract or arrangement with the Company shalldeclare the nature of his interest at the meeting of the Board at which the question ofentering into the contract or arrangement is first considered, if he knows his interest thenexists, or in any other case at the first meeting of the Board after he knows that he is or hasbecome so interested.

A Director shall not vote on any resolution of the Board in respect of any contract orarrangement or proposed contract or arrangement in which he has directly or indirectly apersonal material interest. However, the interested Director need not be excluded frombeing counted in the quorum for the meeting at which such contract or arrangement orproposed contract or arrangement is considered. Certain matters in which a Director will notbe considered to have a personal material interest are set out in the Bye-laws.

A Director, whose remuneration (including pension or other benefits) for himself is thesubject of a resolution tabled at a meeting of the Board, shall not be entitled to vote on theresolution as he shall be taken to have a personal material interest in the matter. OtherDirectors of the Company will not be prohibited by the Bye-laws from voting on thatresolution so long as they do not have any direct or indirect personal material interest in thesubject matter of the said resolution.

(b) Remuneration (Bye-laws 90, 95, 97(1) and 98)

The ordinary remuneration of the Directors shall from time to time be determined by theCompany in general meeting, shall not be increased except pursuant to an ordinaryresolution passed at a general meeting where notice of the proposed increase shall havebeen given in the notice convening the general meeting, and shall (unless otherwisedirected by the resolution by which it is voted) be divided amongst the Board in such

D-1

proportions and in such manner as the Board may agree or, failing agreement, equally,except that any Director who shall hold office for part only of the period in respect of whichsuch remuneration is payable shall be entitled only to rank in such division for a proportionof remuneration related to the period during which he has held office.

Any Director who, by request, goes or resides abroad for any purpose of the Company orwho performs services which in the opinion of the Board go beyond the ordinary duties of aDirector may be paid such extra remuneration (whether by way of salary, commission,participation in profits or otherwise) as the Board may determine and such extraremuneration shall be in addition to or in substitution for any ordinary remuneration providedfor by or pursuant to any other Bye-law. A Director appointed to be a managing director,joint managing director, deputy managing director or other executive officer shall receivesuch remuneration (whether by way of salary, commission, participation in profits orotherwise or by all or any of those modes) and such other benefits (including pension and/orgratuity and/or other benefits on retirement) and allowances as the Board may from time totime determine, and either in addition to or in lieu of his remuneration as a Director, but heshall not in any circumstances be remunerated by a commission on or a percentage ofturnover.

Payments to any Director or past Director of any sum by way of compensation for loss ofoffice or as consideration for or in connection with his retirement from office (not being apayment to which the Director is contractually entitled) must be approved by the Company ingeneral meeting.

(c) Borrowing powers (Bye-law 109)

The Board may exercise all the powers of the Company to raise or borrow money and tomortgage or charge all or any part of the undertaking, property and assets (present andfuture) and uncalled capital of the Company and, subject to the Bermuda Companies Act, toissue debentures, bonds and other securities, whether outright or as collateral security forany debt, liability or obligation of the Company or of any third party.

These powers conferred on the Board may be varied by amending the relevant Bye-laws ofthe Company.

(d) Retirement age limit

There are no provisions relating to retirement of Directors upon reaching any age limit.

(e) Shareholding qualification (Bye-law 85(3))

Neither a Director nor an alternate Director is required to hold any shares of the Companyby way of qualification.

3. Share rights and restrictions

The Company currently has only one class of shares, namely ordinary shares.

(a) Dividends and distribution (Bye-laws 136, 137, 138, 139, 140 and 143)

Holders of shares shall be entitled to share in the Company’s profits by way of dividendsdeclared or distribution approved by the Board or the Company in general meeting inaccordance with the Bye-laws and the Bermuda Companies Act.

Subject to the Bermuda Companies Act, the Board may from time to time declare a dividendor other distribution in any currency to be paid to the members and such dividend ordistribution may be in cash or wholly or partly in specie. Subject to the Bermuda CompaniesAct, the Company in general meeting may also from time to time declare dividend or otherdistribution to be paid to the members but no dividend or distribution shall be declared inexcess of the amount recommended by the Board.

D-2

If at any time the share capital of the Company is divided into different classes, the Boardmay pay such dividends in respect of those shares in the capital of the Company whichconfer on the holders thereof deferred or non-preferential rights as well as in respect ofthose shares which confer on the holders thereof preferential rights with regard to dividends.

No dividend shall be paid or distribution made if to do so would render the Company unableto pay its liabilities as they become due or the realisable value of its assets would therebybecome less than the aggregate of its liabilities and its issued share capital and sharepremium accounts.

Except in so far as the rights attaching to, or the terms of issue of, any share otherwiseprovide (i) all dividends shall be declared and paid according to the amounts paid up on theshares in respect of which the dividend is paid, but no amount paid up on a share inadvance of calls shall be treated as paid up on the share; and (ii) all dividends shall beapportioned and paid pro rata according to the amounts paid up on the shares during anyportion or portions of the period in respect of which the dividend is paid. The Board maydeduct from any dividend or other moneys payable to a member by the Company on or inrespect of any shares all sums of money (if any) presently payable by him to the Companyon account of calls or otherwise.

All dividends or bonuses unclaimed for one year after having been declared may beinvested or otherwise made use of by the Board for the benefit of the Company untilclaimed. Any dividend or bonuses unclaimed after a period of six years from the date ofdeclaration shall be forfeited and shall revert to the Company.

(b) Voting rights (Bye-laws 65 and 77(1))

Subject to any special rights or restrictions as to voting for the time being attached to anyshares by or in accordance with the Bye-laws, at any general meeting (i) on a show ofhands every member present in person (or being a corporation, is present by arepresentative duly authorised under section 78 of the Bermuda Companies Act) or by proxyshall have one vote and the chairman of the meeting shall determine which proxy shall beentitled to vote where a member (other than CDP) is represented by two proxies, and (ii) ona poll every member present in person or by proxy or, in the case of a member being acorporation, by its duly authorised representative shall have one vote for every fully paidshare of which he is the holder or which he represents and in respect of which all calls dueto the Company have been paid, but so that no amount paid up or credited as paid up on ashare in advance of calls or instalments is treated for the foregoing purposes as paid up onthe share. If the member is CDP, CDP may appoint more than two proxies to attend andvote at the same general meeting and each proxy shall be entitled to exercise the samepowers on behalf of CDP as CDP could exercise, including the right to vote individually on ashow of hands.

The Bye-laws do not provide for cumulative voting in relation to election or re-election ofDirectors.

(c) Share in surplus upon liquidation (Bye-law 163)

Shareholders are entitled to the surplus assets of the Company in the event that it is woundup. If the Company shall be wound up (whether the liquidation is voluntary or by the court)the liquidator may, with the authority of a special resolution and any other sanction requiredby the Bermuda Companies Act, divide among the members in specie or kind the whole orany part of the assets of the Company and whether or not the assets shall consist ofproperties of one kind or shall consist of properties to be divided as aforesaid of differentkinds, and may for such purpose set such value as he deems fair upon any one or moreclass or classes of property and may determine how such division shall be carried out asbetween the members or different classes of members. The liquidator may, with the likeauthority, vest any part of the assets in trustees upon such trusts for the benefit of themembers as the liquidator with the like authority shall think fit, and the liquidation of theCompany may be closed and the Company dissolved, but so that no contributory shall becompelled to accept any shares or other property in respect of which there is a liability.

D-3

(d) Redemption provisions

The shares do not have redemption rights.

(e) Sinking fund

The Bye-laws do not contain sinking fund provisions.

(f) Calls on shares (Bye-laws 25, 26, 28 and 33)

Subject to the Bye-laws and to the terms of allotment, the Board may from time to timemake calls upon the members in respect of any moneys unpaid on their shares (whether onaccount of the nominal value of the shares or by way of premium). A call may be madepayable either in one lump sum or by instalments. If a sum called in respect of a share is notpaid before or on the day appointed for payment thereof, the person from whom the sum isdue shall pay interest on the amount unpaid from the day appointed for payment thereof tothe time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum)as the Board may determine, but the Board may in its absolute discretion waive payment ofsuch interest wholly or in part. The Board may, if it thinks fit, receive from any memberwilling to advance the same, and either in money or money’s worth, all or any part of themoneys uncalled and unpaid or instalments payable upon any shares held by him and uponall or any of the moneys so advanced (until the same would, but for such advance, becomepresently payable) pay interest at such rate (if any) as the Board may decide.

The Memorandum of Association states that the liability of members of the Company islimited to the amount, if any, for the time being unpaid on the shares respectively held bythem.

(g) Discriminatory provisions against substantial shareholder (Bye-law 167)

The Bye-laws do not contain any provisions discriminating against any existing orprospective holder of shares as a result of such shareholder owning a substantial number ofshares save that for so long as the shares of the Company are listed on the DesignatedStock Exchange (which includes the SGX-ST), substantial shareholders (having themeaning ascribed to it in the Companies Act) have to disclose particulars of their interest inthe Company and of any change in the percentage level of such interest. Such requirementto disclose does not apply to CDP.

4. Variation of rights of existing shares or classes of shares (Bye-law 10)

Subject to the Bermuda Companies Act, the special rights attached to any class of shares may bevaried or abrogated either with the consent in writing of the holders of three-quarters in nominalvalue of the issued shares of the class or with the sanction of a special resolution passed at aseparate general meeting of the holders of the shares of the class (but not otherwise) and may beso repaid, varied or abrogated either whilst the Company is a going concern or during or incontemplation of a winding-up. To every such separate general meeting and all adjournmentsthereof all the provisions of the Bye-laws relating to general meetings of the Company and to theproceedings thereat shall mutatis mutandis apply, except that the necessary quorum (other than atan adjourned meeting) shall be two persons at least holding or representing by proxy at least one-third in nominal value of the issued shares of the class and at any adjourned meeting of suchholders, two holders present in person or by proxy (whatever the number of shares held by them)shall be a quorum and that any holder of shares of the class present in person or by proxy maydemand a poll and that every such holder shall on a poll have one vote for every share of the classheld by him.

The Memorandum of Association and Bye-laws do not impose more significant conditions than theBermuda Companies Act in this regard.

5. General meetings (Bye-laws 55, 56, 57, 79 and 126)

Under Bermuda law, an annual general meeting of members must be convened every calendaryear. All general meetings other than the annual general meeting shall be called special generalmeetings.

D-4

D-5

Bye-law 55 provides that an annual general meeting of the Company shall be held in each year(within a period of not more than fifteen (15) months after the holding of the last preceding annualgeneral meeting unless a longer period would not infringe the rules or regulations of theDesignated Stock Exchange, if any). In addition, for so long as the shares of the Company arelisted on the Designated Stock Exchange(which includes the SGX-ST), the interval between theclose of the Company’s financial year and the date of the Company’s annual general meeting shallnot exceed such period as may be prescribed or permitted by the Designated Stock Exchange.

The Directors may, whenever they think fit, convene a general meeting. In addition, subject tosection 74 of the Bermuda Companies Act, in certain circumstances, members of the Companymay requisition a special general meeting. Under that section, members holding at the date ofdeposit of the requisition not less than one-tenth of the paid up capital of the Company carryingthe rights of voting at general meetings of the Company shall at all times have the right, by writtenrequisition to the Board or the secretary of the Company, to require a special general meeting tobe called by the Board for the transaction of any business specified in such requisition. If theDirectors do not within 21 days from the date of deposit of the requisition proceed duly to convenethe meeting, the requisitionists themselves may do so but any meeting so convened shall not beheld after the expiration of three months from the said date.

All registered shareholders of the Company are entitled to attend general meetings of theCompany. Further, Bye-law 126 (in accordance with the Bermuda Companies Act) provides thatthe resident representative is also entitled to attend and be heard at all general meetings of theCompany. The Bermuda Companies Act does not contain provisions as to any documentaryevidence to be produced by proxies and corporate representatives. However, such provisions maybe contained in the Bye-laws. Where, for example, it is stated that the instrument of proxies mustbe deposited a specified number of hours before the meeting (see Bye-law 79), proxies depositedafter that time cannot be admitted.

Corporate representatives are different from proxies and unless specifically required by the Bye-laws, a letter of appointment does not need to be lodged before the meeting. There are currentlyno such provisions in the Bye-laws.

6. Limitations on non-Bermuda shareholders

There are no limitations, either under Bermuda law or the Bye-laws, on the rights of non-Bermudaowners of the Company’s shares to hold or vote their shares.

7. Shareholding disclosure requirement (Bye-law 167)

The Bermuda Companies Act does not require disclosure of shareholder ownership beyond anyspecified threshold. However, Bye-law 167 contains provisions to the effect that for so long as theshares of the Company are listed on the Designated Stock Exchange (which includes the SGX-ST), Directors and members who are substantial shareholders (having the meaning ascribed to itin the Companies Act) of the Company will have to disclose particulars of their interest in theCompany and any change in the percentage level of such interest. Bye-law 167 does not apply toCDP.

8. Changes in capital (Bye-laws 2, 4 and 6)

Under the Bermuda Companies Act, changes in the capital structure of the Company requireshareholder approval at general meetings.

The Bye-laws contain a distinction between a “special resolution” and an “ordinary resolution”, adistinction which is not made in the Bermuda Companies Act. Under Bye-law 4, an ordinaryresolution is required for certain changes to the Company’s share capital such as an increase,consolidation or sub-division. An ordinary resolution is passed by a simple majority of votes castby members at general meetings.

With regard to a reduction of share capital or share premium account, Bye-law 6 requires a specialresolution. A special resolution is one which has been passed by a majority of not less than 75 percent. (75%) of votes cast by members present and voting at a general meeting.

APPENDIX E

SUMMARY OF BERMUDA COMPANY LAW

Our Company is incorporated in Bermuda and, therefore, operates subject to Bermuda law. We havebeen designated by the Bermuda Monetary Authority as non-resident for Bermuda exchange controlpurposes. Set out below is a summary of certain provisions of Bermuda company law, although this doesnot purport to contain all applicable qualifications and exceptions or to be a complete review of allmatters of Bermuda company law and taxation, which may differ from equivalent provisions injurisdictions with which interested parties may be more familiar:

(a) Share capital

The Bermuda Companies Act provides that where a company issues shares at a premium,whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums onthose shares must be transferred to an account, to be called the “share premium account”, towhich the provisions of the Bermuda Companies Act relating to a reduction of share capital of acompany shall apply as if the share premium account were paid up share capital of the companyexcept that the share premium account may be applied by the company:

(i) in paying up unissued shares of the company to be issued to members of the company asfully paid bonus shares;

(ii) in writing off:

(aa) the preliminary expenses of the company; or

(bb) the expenses of, or the commission paid or discount allowed on, any issue of sharesor debentures of the company; or

(iii) in providing for the premiums payable on redemption of any shares or of any debentures ofthe company.

In the case of an exchange of shares the excess value of the shares acquired over the nominalvalue of the shares being issued may be credited to a contributed surplus account of the issuingcompany.

The Bermuda Companies Act permits a company to issue preference shares and subject to theconditions stipulated therein to convert those preference shares into redeemable preferenceshares.

The Bermuda Companies Act includes certain protections for holders of special classes of shares,requiring their consent to be obtained before their rights may be varied. Where provision is madeby the memorandum of association or bye-laws of a company authorising the variation of rightsattached to any class of shares in the company, the consent of the specified proportions of theholders of the issued shares of that class or the sanction of a resolution passed at a separatemeeting of the holders of those shares is required. The holders of not less in the aggregate thanten per cent. (10%) of the issued shares of that class may apply to a Bermuda court to have thevariation cancelled and, where such application is made, the variation shall not have effect unlessand until it is confirmed by the court. Where no provision for varying such rights is made in thememorandum of association or bye-laws and nothing therein precludes a variation of such rights,the rights attached to any class of shares may, unless otherwise provided by the terms of issue ofthat class, may be varied with the written consent of the holders of three-fourths of the issuedshares of that class or the sanction of a resolution passed as aforesaid.

E-1

(b) Membership

Under the Bermuda Companies Act, only those persons who agree to become members of aBermuda company and whose names are entered on the register of members of such a companyare considered members. A Bermuda company is also not bound to see to the execution of anytrust, whether express, implied or constructive, to which any of its shares are subject and whetheror not the company had notice of such trust. Accordingly, persons holding shares through atrustee, nominee or depository will not be recognised as members of a Bermuda company underBermuda law and may only have the benefit of rights attaching to the shares or remediesconferred by law on members through or with the assistance of the trustee, nominee or depository.

(c) Financial assistance to purchase shares of a company or its holding company

A company is prohibited from providing financial assistance directly or indirectly for the purpose ofan acquisition of its own or its holding company’s shares unless there are reasonable grounds forbelieving that the company is, and would after the giving of such financial assistance be, able topay its liabilities as they become due. In certain circumstances, the prohibition against givingfinancial assistance may be excluded such as where the assistance is only an incidental part of alarger purpose of the company or the assistance is of an insignificant amount such as the paymentof minor costs. In addition, the Bermuda Companies Act expressly permits the grant of financialassistance where (i) the financial assistance does not reduce the company’s net assets or, to theextent the net assets are reduced, such financial assistance is provided for out of funds of thecompany which would otherwise be available for dividend or distribution; (ii) an affidavit of solvencyis sworn by the directors of the company; and (iii) the financial assistance is approved by resolutionof shareholders of the company.

(d) Purchase of shares and warrants by a company and its subsidiaries

A company may, if authorised by its memorandum of association or bye-laws, purchase its ownshares and purchased shares may be cancelled or held as treasury shares. Such purchases mayonly be effected out of the capital paid up on the purchased shares or out of the funds of thecompany otherwise available for dividend or distribution or out of the proceeds of a fresh issue ofshares made for the purpose. Any premium payable on a purchase over the par value of theshares to be purchased must be provided for out of funds of the company otherwise available fordividend or distribution or out of the company’s share premium account. Any amount due to ashareholder on a purchase by a company of its own shares may (i) be paid in cash; (ii) be satisfiedby the transfer of any part of the undertaking or property of the company having the same value;or (iii) be satisfied partly under (i) and partly under (ii). Any purchase by a company of its ownshares may be authorised by its board of directors or otherwise by or in accordance with theprovisions of its bye-laws. Such purchase may not be made if, on the date on which the purchaseis to be effected, there are reasonable grounds for believing that the company is, or after thepurchase would be, unable to pay its liabilities as they become due. The shares so purchased mayeither be cancelled (in which event, the company’s issued, but not its authorised, capital will bediminished accordingly) or may be held as treasury shares. Under the laws of Bermuda, if acompany holds shares as treasury shares, the company shall be entered in the register ofmembers as the member holding the shares but the company is not permitted to exercise anyrights in respect of those shares and no dividend or other distribution (whether in cash orotherwise) shall be paid or made to the Company in respect of such shares.

A company is not prohibited from purchasing and may purchase its own warrants subject to and inaccordance with the terms and conditions of the relevant warrant instrument or certificate. There isno requirement under Bermuda law that a company’s memorandum of association or its bye-lawscontain a specific provision enabling such purchases and the directors of a company may relyupon the general power contained in its memorandum of association to buy and sell and deal inpersonal property of all kinds.

Under Bermuda law, a subsidiary may hold shares in its holding company and in certaincircumstances, may acquire such shares. The holding company is, however, prohibited from givingfinancial assistance for the purpose of the acquisition, subject to certain circumstances providedby the Bermuda Companies Act. A company, whether a subsidiary or a holding company, may onlypurchase its own shares for cancellation if it is authorised to do so in its memorandum ofassociation or byelaws pursuant to section 42A of the Bermuda Companies Act.

E-2

(e) Dividends and distributions

A company may not declare or pay a dividend, or make a distribution out of contributed surplus, ifthere are reasonable grounds for believing that (i) the company is, or would after the payment be,unable to pay its liabilities as they become due; or (ii) the realisable value of the company’s assetswould thereby be less than the aggregate of its liabilities and its issued share capital and sharepremium accounts. Contributed surplus is defined for purposes of section 54 of the BermudaCompanies Act to include the proceeds arising from donated shares, credits resulting from theredemption or conversion of shares at less than the amount set up as nominal capital anddonations of cash and other assets to the company.

(f) Protection of minorities

Class actions and derivative actions are generally not available to shareholders under the laws ofBermuda. The Bermuda courts, however, would ordinarily be expected to permit a shareholder tocommence an action in the name of a company to remedy a wrong done to the company wherethe act complained of is alleged to be beyond the corporate power of the company or is illegal orwould result in the violation of the company’s memorandum of association and bye-laws.Furthermore, consideration would be given by the Bermuda court to acts that are alleged toconstitute a fraud against the minority shareholders or, for instance, where an act requires theapproval of a greater percentage of the company’s shareholders than actually approved it.

Any member of a company who complains that the affairs of the company are being conducted orhave been conducted in a manner oppressive or prejudicial to the interests of some part of themembers, including himself, may petition the Bermuda court which may, if it is of the opinion thatto wind up the company would unfairly prejudice that part of the members but that otherwise thefacts would justify the making of a winding up order on just and equitable grounds, make suchorder as it thinks fit, whether for regulating the conduct of the company’s affairs in future or for thepurchase of shares of any members of the company by other members of the company or by thecompany itself and in the case of a purchase by the company itself, for the reduction accordinglyof the company’s capital, or otherwise. Bermuda law also provides that the company may bewound up by the Bermuda court, if the court is of the opinion that it is just and equitable to do so.Both these provisions are available to minority shareholders seeking relief from the oppressiveconduct of the majority, and the Bermuda court has wide discretion to make such orders as itthinks fit.

Except as mentioned above, claims against a company by its shareholders must be based on thegeneral laws of contract or tort applicable in Bermuda.

A statutory right of action is conferred on subscribers of shares in a company against persons,including directors and officers, responsible for the issue of a prospectus in respect of loss ordamage suffered by reason of an untrue statement therein, but this confers no right of actionagainst the company itself. In addition, such company, as opposed to its shareholders, may takeaction against its officers including directors, for breach of their statutory and fiduciary duty to acthonestly and in good faith with a view to the best interests of the company.

The Bermuda Companies Act also provides that the Minister of Finance of Bermuda may at anytime appoint one or more inspectors to investigate the affairs of an exempted company and toreport on them in such manner as the Minister may direct. The inspector shall, on the completionof his investigation, report to the Minister and shall send copies of such reports to the company.However, no other person shall be informed of the nature or contents of the report save at therequest of the company or on the direction of the Minister. Upon receiving the inspector’s report,the Minister may require the company to take such measures as he may consider necessary inrelation to its affairs or direct the Registrar of Companies in Bermuda to petition the Bermuda courtfor the winding up of the company.

E-3

(g) Management

The Bermuda Companies Act contains no specific restriction on the power of directors to disposeof assets of a company, although it specifically requires that every officer of a company, whichincludes a director, managing director and secretary, in exercising his powers and discharging hisduties must act honestly and in good faith with a view to the best interests of the company andexercise the care, diligence and skill that a reasonably prudent person would exercise incomparable circumstances. Furthermore, the Bermuda Companies Act requires that every officershould comply with the Bermuda Companies Act, regulations passed pursuant to the BermudaCompanies Act and the byelaws of the company.

The Bermuda Companies Act contains no specific provision in respect of the establishment orcomposition of audit committees or similar committees of the board of directors of a company.

(h) Accounting and auditing requirements

The Bermuda Companies Act requires a company to cause proper records of account to be keptwith respect to (i) all sums of money received and expended by the company and the matters inrespect of which the receipt and expenditure takes place; (ii) all sales and purchases of goods bythe company; and (iii) the assets and liabilities of the company.

Furthermore, it requires that a company keeps its records of account at the registered office of thecompany or at such other place as the directors think fit and that such records must at all times beopen to inspection by the directors or the resident representative of the company. If the records ofaccount are kept at some place outside Bermuda, there must be kept at the office of the companyin Bermuda such records as will enable the directors or the resident representative of the companyto ascertain with reasonable accuracy the financial position of the company at the end of eachthree month period, except that where the company is listed on an appointed stock exchange (asdefined in the Bermuda Companies Act), there must be kept such records as will enable thedirectors or the resident representative of the company to ascertain with reasonable accuracy thefinancial position of the company at the end of each six month period.

The Bermuda Companies Act requires that the directors of the company must, at least once ayear, lay before the company in general meeting financial statements for the relevant accountingperiod signed on the balance sheet page by two directors of the company; however, thisrequirement may be waived if all of the members and all of the directors, either in writing or at ageneral meeting, agree that in respect of a particular interval no financial statements or auditor’sreport thereon need be laid before a general meeting. Further, the company’s auditor must auditthe financial statements so as to enable him to report to the members. Based on the results of hisaudit, which must be made in accordance with generally accepted auditing standards, the auditormust then make a report to the members. The generally accepted auditing standards may be thoseof a country or jurisdiction other than Bermuda or such other generally accepted auditingstandards as may be appointed by the Minister of Finance of Bermuda under the BermudaCompanies Act; and where the generally accepted auditing standards used are other than those ofBermuda, the report of the auditor must identify the generally accepted auditing standards used.Subject to certain exceptions provided in the Bermuda Companies Act, the company must send toevery member a copy of financial statements, prepared in accordance with generally acceptedaccounting principles and containing all such information and documents as required by theBermuda Companies Act (“Financial Statements”), at least five days before the general meeting ofthe company at which the Financial Statements are to be tabled.

A company listed on an appointed stock exchange may send to its members summarised financialstatements derived from the Financial Statements for the relevant period instead of the FinancialStatements. The summarised financial statements must include a summarised report of theFinancial Statements and be accompanied by the auditor’s report. The summarised financialstatements must be sent to members not less than 21 days before the general meeting at whichthe Financial Statements are to be tabled, and a copy of the summarised financial statementsmust be made available for inspection by the public at the Company’s registered office in Bermuda.

E-4

The company must also make a copy of the full Financial Statements available for inspection bythe public at the company’s registered office. Summarised financial statements must beaccompanied by a notice informing members how they may elect to receive the company’sFinancial Statements.

(i) Auditors

At each annual general meeting, a company must appoint an auditor to hold office until the closeof the next annual general meeting; however, this requirement may be waived if all of the membersand all of the directors, either in writing or at the general meeting, agree that no auditor shall beappointed to the close of the next annual general meeting.

A person, other than an incumbent auditor, is not capable of being appointed auditor at an annualgeneral meeting unless notice in writing of an intention to nominate that person to the office ofauditor has been given not less than 21 days before the annual general meeting. The companymust send a copy of such notice to the incumbent auditor and give notice thereof to the membersnot less than seven days before the annual general meeting. An incumbent auditor may, however,by notice in writing to the secretary of the company waive the foregoing requirements.

An auditor appointed to replace another auditor must, before accepting the appointment orconsenting to be appointed, seek from the former auditor a written statement as to thecircumstances of the latter’s replacement. If the former auditor does not respond within 15 days,the new auditor may act in any event. An appointment as auditor of a person who has notrequested a written statement from the former auditor is voidable by a resolution of theshareholders at a general meeting. An auditor who has resigned or been removed, or whose termof office has expired or is about to expire, or who has vacated office, is entitled to attend thegeneral meeting of the company at which he is to be removed or his successor is to be appointed;to receive all notices of, and other communications relating to, that meeting which a member isentitled to receive; and to be heard at that meeting on any part of the business of the meeting thatrelates to his duties as auditor or former auditor.

(j) Exchange control

Exchange control is operated under the Exchange Control Act 1972 of Bermuda (and theregulations made thereunder) and is administered by the Bermuda Monetary Authority. Generally,any payment by a person resident in Bermuda to or for the credit of a person resident outsideBermuda will require prior approval from the Bermuda Monetary Authority.

Exempted companies are normally designated non-resident for exchange control purposes andare able to conduct their day-to-day operations free of exchange control formalities. Suchcompanies are able to pay dividends, distribute capital, open and maintain bank accounts in anyforeign currency and to acquire assets and meet all liabilities without reference to the BermudaMonetary Authority.

Issues and transfers of securities in exempted companies involving non-residents for exchangecontrol purposes must receive prior approval from the Bermuda Monetary Authority. However, theBermuda Monetary Authority has granted to all Bermuda companies with voting shares listed onan appointed stock exchange a general permission for the issue and subsequent transfer of anysecurities of such companies from and/or to a non-resident of Bermuda for so long as any votingshares of such companies remain so listed.

(k) Taxation

Under present Bermuda law, no Bermuda withholding tax on dividends or other distributions, orany Bermuda tax computed on profits or income or on any capital asset, gain or appreciation willbe payable by an exempted company or its operations, and there is no Bermuda tax in the natureof estate duty or inheritance tax applicable to shares, debentures or other obligations of thecompany held by non-residents of Bermuda. Furthermore, a company may apply to the Minister ofFinance of Bermuda for an assurance, under the Exempted Undertakings Tax Protection Act 1966

E-5

of Bermuda, that no such taxes shall be so applicable to it or any of its operations until 28 March2016, although this assurance will not prevent the imposition of any Bermuda tax payable inrelation to any land in Bermuda leased or let to the company or to persons ordinarily resident inBermuda.

(l) Stamp duty

An exempted company is exempt from all stamp duties except on transactions involving “Bermudaproperty”. This term relates, essentially, to real and personal property physically situated inBermuda, including shares in local companies (as opposed to exempted companies). Transfers ofshares and warrants in all exempted companies are exempt from Bermuda stamp duty.

(m) Loans to directors

Bermuda law prohibits a company from (i) making loans to any of its directors (or any directors ofits holding company) or to their spouse or children or to companies (other than a company whichis a holding company or a subsidiary of the company making the loan) in which they own orcontrol directly or indirectly more than a twenty per cent. (20%) interest, or (ii) entering into anyguarantee or providing any security in connection with a loan made to such persons as aforesaidby any other person, without the consent of any member or members holding in aggregate not lessthan nine-tenths of the total voting rights of all members having the right to vote at any meeting ofthe members of the company. These prohibitions do not apply to anything done to provide adirector with funds to meet the expenditure incurred or to be incurred by him for the purposes ofthe company, provided that the company gives its prior approval at a general meeting or, if not, theloan, guarantee or security is made or given on condition that it will be repaid or discharged, asthe case may be, within six months from the conclusion of the next following annual generalmeeting if the loan, guarantee or security is not approved at or before such meeting. If theapproval of the company is not given for the loan, guarantee or security as aforesaid, the directorswho authorised it will be jointly and severally liable to indemnify the company for any loss arisingtherefrom.

(n) Inspection of corporate records

Members of the general public have the right to inspect the public documents of a companyavailable at the office of the Registrar of Companies in Bermuda which will include the company’scertificate of incorporation, its memorandum of association (including its objects and powers) andany alteration to the company’s memorandum of association. The members of the company havethe additional right to inspect the bye-laws of a company, minutes of general meetings and thecompany’s audited financial statements, which must be presented to the annual general meeting.Minutes of general meetings of a company are also open for inspection by directors of thecompany without charge for not less than two hours during business hours each day.

Except when the register of members is closed under the provisions of the Bermuda CompaniesAct, the register of members of a company shall during business hours (subject to suchreasonable restrictions as the company may impose so that not less than two hours in each daybe allowed for inspection) be open for inspection by members of the general public without charge.A company may on giving notice by advertisement in an appointed newspaper close the register ofmembers for any time or times not exceeding in the whole thirty days in a year. A company isrequired to maintain its register of members in Bermuda but may, subject to the provisions of theBermuda Companies Act, establish a branch register outside Bermuda. Any branch register ofmembers established by the company is subject to the same rights of inspection as the principalregister of members of the company in Bermuda. Any member of the public may require a copy ofthe register of members or any part thereof which must be provided within 14 days of a request onpayment of the appropriate fee prescribed in the Bermuda Companies Act. Bermuda law does not,however, provide a general right for members to inspect or obtain copies of any other corporaterecords.

E-6

A company is required to maintain a register of directors and officers at its registered office inBermuda and such register must during business hours (subject to such reasonable restrictions asthe company may impose, so that not less than two hours in each day be allowed for inspection)be open for inspection by members of the public without charge. Any member of the public mayrequire a copy of the register of directors and officers, or any part of it, on payment of theappropriate fee prescribed in the Bermuda Companies Act.

Where a company, the shares of which are listed on a appointed stock exchange, sends itssummarised financial statements its members pursuant to section 87A of the Bermuda CompaniesAct, a copy of the full financial statements (as well as the summarised financial statements) mustbe made available for inspection by the public at the company’s registered office in Bermuda.

(o) Winding up

A company may be wound up by the Bermuda court on application presented by the companyitself, its creditors or its contributories. The Bermuda court has authority to order winding up in anumber of specified circumstances including where it is, in the opinion of the Bermuda court, justand equitable to do so.

A company may be wound up voluntarily when the members so resolve in general meeting, or, inthe case of a limited duration company, when the period fixed for the duration of the company byits memorandum expires, or the event occurs on the occurrence of which the memorandumprovides that the company is to be dissolved. In the case of a voluntary winding up, suchcompany is obliged to cease to carry on its business from the time of passing the resolution forvoluntary winding up or upon the expiry of the period or the occurrence of the event referred toabove. Upon the appointment of a liquidator, the responsibility for the company’s affairs restsentirely in his hands and no future executive action may be carried out without his approval.

Where, on a voluntary winding up, a majority of directors make a statutory declaration of solvency,the winding up will be a members’ voluntary winding up. In any case where such declaration hasnot been made, the winding up will be a creditors’ voluntary winding up.

In the case of a members’ voluntary winding up of a company, the company in general meetingmust appoint one or more liquidators within the period prescribed by the Bermuda Companies Actfor the purpose of winding up the affairs of the company and distributing its assets. If the liquidatorat any time forms the opinion that such company will not be able to pay its debts in full in theperiod stated in the directors’ declaration of solvency, he is obliged to summon a meeting ofcreditors and lay before the meeting a statement of the assets and liabilities of the company.

As soon as the affairs of the company are fully wound up, the liquidator must make up an accountof the winding up, showing how the winding up has been conducted and the property of thecompany has been disposed of, and thereupon call a general meeting of the company for thepurposes of laying before it the account and giving an explanation thereof. This final generalmeeting requires at least one month’s notice published in an appointed newspaper in Bermuda.

In the case of a creditors’ voluntary winding up of a company, the company must call a meeting ofcreditors of the company to be summoned for the day, or the next day following the day on whichthe meeting of the members at which the resolution for voluntary winding up is to be proposed isheld. Notice of such meeting of creditors must be sent at the same time as notice is sent tomembers. In addition, such company must cause a notice to appear in an appointed newspaper onat least two occasions.

The creditors and the members at their respective meetings may nominate a person to beliquidator for the purposes of winding up the affairs of the company provided that if the creditorsand the members nominate different persons, the person nominated by the creditors shall be theliquidator. If no person is nominated by the creditors, the person (if any) nominated by thecompany shall be liquidator. The creditors at the creditors’ meeting may also appoint a committeeof inspection consisting of not more than five persons.

E-7

If a creditors’ winding up continues for more than one year, the liquidator is required to summon ageneral meeting of the company and a meeting of the creditors at the end of each year and mustlay before such meetings an account of his acts and dealings and of the conduct of the winding upduring the preceding year. As soon as the affairs of the company are fully wound up, the liquidatormust make an account of the winding up, showing how the winding up has been conducted andthe property of the company has been disposed of, and thereupon shall call a general meeting ofthe company and a meeting of the creditors for the purpose of laying the account before suchmeetings and giving an explanation thereof. This meeting requires at least one month’s noticepublished in an appointed newspaper in Bermuda.

Within one week after the date of the meetings, or if the meetings are not held on the same date,after the date of the later meeting, the liquidator is required to send to the Registrar of Companiesin Bermuda a copy of the account and make a return in accordance with the Bermuda CompaniesAct. The company will be deemed to be dissolved on the expiration of three months from theregistration by the Registrar of Companies in Bermuda of the account and the return. However, aBermuda court may, on the application of the liquidator or of some other person who appears tothe court to be interested, make an order deferring the date at which the dissolution of thecompany is to take effect for such time as the court thinks fit.

E-8

APPENDIX F

TAXATION

SINGAPORE

The following is a discussion of certain tax matters arising under the current tax laws in Singapore and isnot intended to be and does not constitute legal or tax advice. The discussion is based on laws,regulations and interpretations now in effect and available as of the date of this Prospectus. These lawsand regulations are subject to changes, which may be retrospective to the date of issuance of ourShares. These laws and regulations are also subject to various interpretations and the relevant taxauthorities or the courts of Singapore could later disagree with the explanations or conclusions set outbelow.

The discussion is limited to a general description of certain tax consequences in Singapore with respectto purchase, ownership and disposal of our Shares, and does not purport to be a comprehensive norexhaustive description of all tax considerations that may be relevant to a decision to purchase, hold ordispose of our Shares. Prospective investors should consult their own tax advisors concerning the taxconsequences of owning and disposing our Shares. Neither the Company, the Directors nor any otherpersons involved in the Invitation accepts responsibility for any tax effects or liabilities resulting from thesubscription for, purchase, holding or disposal of our Shares.

1. INCOME TAX

1.1 General

Singapore resident and non-resident corporate taxpayers are subject to Singapore income tax on:

(i) income accruing in or derived from Singapore; and

(ii) foreign income received or deemed received in Singapore.

However, foreign income in the form of branch profits, dividends and service income received ordeemed received in Singapore by a resident corporate taxpayer shall be tax exempt provided thefollowing conditions are met:

(i) such income is subject to tax of a similar character to income tax under the law of thejurisdiction from which such income is received;

(ii) at the time the income is received in Singapore, the highest rate of tax of a similar characterto income tax in the jurisdiction from which the income is received is at least 15%; and

(iii) the Comptroller of Income Tax is satisfied that the tax exemption would be beneficial to therecipient of the foreign income.

Foreign-sourced personal income received or deemed received in Singapore by a Singapore taxresident individual (except where such income is received through a partnership) on or after 1January 2004 will be exempt from tax in Singapore. Certain investment income derived fromSingapore sources by individuals will also be exempt from tax.

Non-Singapore resident corporate taxpayers, subject to certain exceptions, are subject toSingapore income tax on:

(i) income that is accrued in or derived from Singapore; and

(ii) foreign income received or deemed received in Singapore.

Non-Singapore resident individuals, subject to certain exceptions, are subject to Singapore incometax only on income accruing in or derived from Singapore.

F-1

A company is regarded as a tax resident in Singapore if the control and management of itsbusiness is exercised in Singapore. An individual is a tax resident in Singapore if, in the calendaryear preceding the year of assessment, he was physically present in Singapore or exercisedemployment in Singapore (other than as a director of a company) for 183 days or more in acalendar year, or if he ordinarily resides in Singapore.

The corporate tax rate in Singapore is 20% from the Year of Assessment 2005 (i.e. financial yearended 2004) and 18% for the Year of Assessment 2008 (i.e. financial year ended 2007). Inaddition, three-quarters of up to the first $10,000 of a company’s normal chargeable income, andone-half of up to the next $90,000 of the company’s normal chargeable income are exempt fromtax. 75% of up to the first $10,000 of a company’s normal chargeable income and 50% of the next$290,000 of the company’s normal chargeable income are exempt from corporate tax as from Yearof Assessment 2008. The remaining chargeable income (after the partial tax exemption) will betaxed at the applicable corporate tax rate. The partial tax exemption does not apply to Singaporedividends received by companies.

A tax exemption scheme for qualifying newly incorporated Singapore companies is applicable forYears of Assessment 2005 – 2009. Under this exemption scheme, the first $100,000 of theirnormal chargeable income (excluding Singapore dividends) for each of their first three consecutiveyears of assessment that falls within Years of Assessment 2005 to 2009 would be exempt from tax.

Singapore tax resident individuals are subject to tax based on a progressive scale. The topmarginal rate is 21% for the Year of Assessment 2006 (i.e. calendar year 2005). The top individualmarginal tax rate will be reduced to 20% with effect from Year of Assessment 2007 (i.e. calendaryear 2006).

Non-Singapore resident individuals are generally subject to tax at a rate equivalent to theprevailing corporate tax rate.

1.2 Dividend Distributions

One-tier system takes effect from 1 January 2003 in which the tax collected on corporate profits isfinal and Singapore dividends are tax exempt in the hands of all shareholders. There will be no taxcredits attached to such dividends.

As our Company is a company incorported in Bermuda and non-resident in Singapore, dividendspaid by our Company would be exempt from tax in the hands of individual shareholders regardlessof whether these individual shareholders are Singapore tax resident, the exemption will not applyto a partnership in Singapore. However, corporate shareholders resident in Singapore or having apermanent establishment in Singapore or carrying on business in Singapore will be subject to taxon the receipt of these dividiends.

No withholding tax is imposed on dividend payments made to non-Singapore tax residentshareholders.

2. GAINS ON DISPOSAL OF THE SHARES

Singapore does not impose tax on capital gains. However, gains arising from the disposal of ourShares may be construed to be of an income nature and subject to tax if they arise from activitieswhich the Inland Revenue Authority of Singapore regards as the carrying on of a trade or businessin Singapore.

Any profits from the disposal of our Shares are not taxable in Singapore unless the seller isregarded as carrying on a trade or business of dealing in shares in Singapore. In which case, suchgains would be taxable as trading profits.

3. STAMP DUTY

No stamp duty is payable on the allotment or holding of our Shares.

F-2

Stamp duty is payable on an instrument of transfer of our Shares at the rate of $0.20 for every$100 or any part thereof of the consideration for our Shares. The purchaser is liable for stamp duty,unless otherwise agreed. However, no stamp duty is payable if no instrument of transfer isexecuted (such as in the case of scripless shares, the transfer of which does not requireinstruments of transfer to be executed) or if the instrument of transfer is executed outsideSingapore. However, stamp duty may be payable if the instrument of transfer which is executedoutside Singapore is subsequently received in Singapore.

4. ESTATE DUTY

Singapore estate duty is imposed on the value of immovable property situated in Singapore andon movable property, wherever it may be, owned by individuals who are domiciled in Singapore,subject to specific exemption limits.

Our Shares are considered movable property situated outside Singapore as our Company isincorporated in Bermuda and the register of the shares is kept in Bermuda. Accordingly, ourShares held by an individual are subject to Singapore estate duty upon the individual’s death, if theindividual is domiciled in Singapore. Singapore estate duty is payable to the extent that the valueof the shares aggregated with any other assets subject to Singapore estate duty exceeds$600,000. Any excess beyond $600,000 will be taxed at 5% on the first $12,000,000 of theindividual’s Singapore dutiable assets and any excess over $12,000,000 will be taxed at 10%. Itshould be noted that certain assets, although dutiable, are not included in this aggregation. Forexample, dwelling houses are assessed separately and subject to a different exemption limit.

Individuals, whether or not domicile in Singapore, should consult their own tax advisors regardingthe Singapore estate duty consequences of their ownership of our Shares.

5. GOODS AND SERVICES TAX (“GST”)

The sale of the Shares by an investor belonging in Singapore through a SGX-ST member or toanother person belonging in Singapore is an exempt supply not subject to GST. Where the Sharesare sold by the investor to a person belonging outside Singapore, the sale is generally a taxablesupply subject to GST at zero-rate. Any GST incurred by a GST-registered investor in the makingof this supply in the course of furtherance of a business may be recovered from the Comptroller ofGST. Services such as brokerage, handling and clearing services rendered by a GST-registeredperson to an investor belonging in Singapore in connection with the investor’s purchase, sale orholding of the Shares will be subject to GST at the current rate of seven percent. Similar servicesrendered to an investor belonging outside Singapore would generally be zero-rated i.e. subject toGST at zero percent.

BERMUDA

1. TAXATION

Under present Bermuda law, no Bermuda withholding tax on dividends or other distributions, orany Bermuda tax computed on profits or income or on any capital asset, gain or appreciation willbe payable by an exempted company or its operations, and there is no Bermuda tax in the natureof estate duty or inheritance tax applicable to shares, debentures or other obligations of thecompany held by non-residents of Bermuda. Furthermore, a company may apply to the Minister ofFinance of Bermuda for an assurance, under the Exempted Undertakings Tax Protection Act 1966of Bermuda, that no such taxes shall be so applicable to it or any of its operations until 28 March2016, although this assurance will not prevent the imposition of any Bermuda tax payable inrelation to any land in Bermuda leased or let to the company or to persons ordinarily resident inBermuda.

2. STAMP DUTY

An exempted company is exempt from all stamp duties except on transactions involving “Bermudaproperty”. This term relates, essentially, to real and personal property physically situated inBermuda, including shares in local companies (as opposed to exempted companies). Transfers ofshares and warrants in all exempted companies are exempt from Bermuda stamp duty.

F-3

G-1

APPENDIX G

SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS

LEGAL SUPERVISION RELATING TO PROPERTY SECTOR IN THE PRC

A. Establishment of a Property Development Enterprise

According to the “Law of the People’s Republic of China on Administration of Urban Property” (the“Urban Property Law”) promulgated by the StandingCommittee of the National People’s Congress on 5 July 1994, effective from January 1995, andrevised on 30 August 2007, a property developer is defined as an enterprise engaging in thedevelopment and sale of property for the purpose of making profits. Under the “Regulations onAdministration of Development of Urban Property” (the“Development Regulations”) promulgated and implemented by the State Council on 20 July 1998,an enterprise which is to engage in development of property shall have to satisfy the followingrequirements: 1) its registered capital shall be RMB1 million or more; and 2) have four or more full-time professional property/construction technicians and two or more full-time accounting officers,each of whom shall hold the relevant qualification certificate. The Development Regulations alsostipulate that the local government of a province, autonomous region or municipality directly underthe central government may, based on local circumstances, impose more stringent requirementson the registered capital and the professional personnel of a property developer. According to theRegulations on Administration of Development of Urban Property of Henan Province

promulgated and implemented by the Standing Committeeof the People’s Congress of Henan Province dated 31 May 2002 and amended on 14 January2005, the registered capital of rela estate development enterprise in Henan shall be RMB2 millionor more and should have 5 or more full-time professional property/construction technicians.

Pursuant to the Development Regulations, a developer who aims to establish a propertydevelopment enterprise should apply to be registered with the administration for industry andcommerce. The property developer must also report its establishment to the property developmentauthority, within 30 days of the receipt of its Business License.

Under the Notice on Adjusting the Portion of Capital Fund for Fixed Assets Investment of CertainIndustries issued by the StateCouncil on 26 April 2004, the portion of capital funding for property projects (excluding economicalhousing projects) has been increased from 20% or above to 35% or above.

B. Foreign-invested Property Enterprises

According to the “Foreign Investment Industrial Guidance Catalogue”promulgated by the Ministry of Commerce (the “MOFCOM”) and the National Development andReform Commission (the “NDRC”) on 31 October 2007, effective on 1 December 2007 (the“Catalogue”), 1) the development of a whole land lot (limited to equity joint ventures andcooperative joint ventures) as well as the construction and operation of high-class hotels, villas,premium office buildings, international conference centres and real estate secondary market andintermediary or broker companies fall within the category of industries in which foreign investmentis subject to restrictions, and 2) other property development falls within the category of industry inwhich foreign investment is permitted. Foreign-invested property enterprises can be established inthe form of Sino-foreign equity joint venture, Sino-foreign cooperative joint venture or wholly ownedenterprise by foreign investors. Prior to its registration, the enterprise must be approved by thecommerce authorities, upon which an Approval Certificate for a Foreign-Invested Enterprise will beissued.

On 11 July 2006, the Ministry of Construction, the MOFCOM, the NDRC, the People’s Bank ofChina, the State Administration for Industry and Commerce (the “SAIC”) and the StateAdministration for Foreign Exchange (the “SAFE”) jointly promulgated the “Circular onStandardizing the Admittance and Administration of Foreign Capital in the Property Market”

. On 23 May 2007, the MOFCOM and SAFE jointlypromulgated the “Notice in Relation to Further Strengthen and Regulate the Approval andSupervision of Foreign Dircet Investment in Real Estate Industry”

to strengthen the regulation of foreign investment in the realestate industry. According to this Circular, the admittance and administration of foreign capital inthe property market must comply with the following requirements:

(a) Foreign institutions or individuals should only buy property not for their own use throughFIEs they registered in PRC. Foreign institutions or individuals who buy property not for theirown use in China should apply for the establishment of foreign-invested enterprisespursuant to the regulations of foreign investment in property. After obtaining the approvalsfrom relevant authorities and upon completion of the relevant registrations, foreigninstitutions and individuals can then carry on their business pursuant to their approvedbusiness scope.

(b) Where the total investment amount of a foreign-invested property enterprise is US$10million or more, its registered capital shall not be less than 50 per cent. of the totalinvestment amount; where the total investment amount is less than US$10 million, itsregistered capital shall follow the requirements of the existing regulations.

(c) For the establishment of a foreign-invested property enterprise, the commerce authoritiesand the administration for industry and commerce take charge of the approval andregistration of the foreign-invested property enterprise and the issuance of the ApprovalCertificate for a Foreign-Invested Enterprise (which is only effectivefor one year) and the business license. Upon full payment of the assignment price for theland-use rights, the foreign-invested property enterprise should apply for the “Certificate ofLand-Use Rights” . With such Certificate of Land-Use Rights, it can thenobtain a formal Approval Certificate for a Foreign-Invested Enterprise from the commerceauthorities and an updated business license from the administration of industry andcommerce which will have the same approved business period as the formal ApprovalCertificate for Foreign-Invested Enterprise.

(d) Transfers of projects or shares in foreign-invested property enterprises or acquisitions ofdomestic property enterprises by foreign investors should follow the relevant PRC laws,regulations and policies strictly as well as obtain the relevant approvals. The investor shouldsubmit: a) a written undertaking of fulfilment of the contract for State-owned land-use rightsassignment, the “Construction Land Planning Permit” and the“Construction Works Planning Permit” ; b) the “Certificate of Land-UseRights” ; c) documents evidencing the filing for modification with theconstruction authorities; and d) documents evidencing the payment of tax from the relevanttax authorities.

(e) When acquiring domestic property enterprises by way of shares transfer or otherwise, orpurchasing shares from PRC parties in Sino-foreign equity joint ventures, foreign investorsshould make proper arrangements for the employees of the domestic property enterprises,handle the debts owing to the banks and pay the consideration in a single payment with itsown capital. Foreign investors with records showing that they have not complied withrelevant employment laws, with unsound financial track records, or who have not fullysatisfied any previous acquisition consideration shall not be allowed to undertake theaforementioned activities.

(f) Foreign invested real estate enterprises which obtained Approval Certificate for a foreign-Invested real estate enterprise after 1 June 2007, should file with the MOFCOM and with thefiling with MOFCOM, SAFE will not approve relevant FIE to purchase or sale foreignexchange and will not issue foreign exchange registration certificate to thisFIE.

G-2

C. Qualifications of a Property Developer

(a) Classifications of a property enterprises’ qualification

Under the Development Regulations, a property developer must record its establishment tothe governing property development authorities in the location of the registration authoritywithin 30 days after receiving its Business License. The property development authoritiesshall examine applications for classification of a property developer’s qualification byconsidering its assets, professional personnel and industrial achievements. A propertyenterprise shall only engage in property development projects in accordance with itsapproved qualification.

Under the “Provisions on Administration of Qualifications of Property Developers”(the “Provisions on Administration of Qualifications”)

promulgated by the Ministry of Construction and implemented on 29 March 2000, a propertydeveloper shall apply for registration of its qualifications according to such Provisions onAdministration of Qualifications. An enterprise may not engage in the development and saleof property without a qualification classification certificate for property development.

In accordance with the Provisions on Administration of Qualifications, qualifications of aproperty enterprise are classified into four classes: class 1, class 2, class 3 and class 4.Different classes of qualification should be examined and approved by the relevantauthorities. The class 1 qualifications shall be subject to preliminary examination by theconstruction authority under the government of the relevant province, autonomous region ormunicipality directly under the central government and then final approval of the constructionauthority under the State Council . Procedures for approval of developers of class 2or lower qualifications shall be formulated by the construction authority under the people’sgovernment of the relevant province, autonomous region or municipality directly under thecentral government. A developer that passes the qualification examination will be issued aqualification certificate of the relevant class by the qualification examination authority. For anewly established property developer, after it reports its establishment to the propertydevelopment authority, the latter shall issue a Provisional Qualification Certificate to theeligible developer within 30 days. The Provisional Qualification Certificate shall be effectivefor one year from its issuance while the property development authority may extend thevalidity to a period of no longer than 2 years depending on the actual business situation ofthe enterprise. The property developer shall apply for qualification classification by theproperty development authority within one month before expiry of the ProvisionalQualification Certificate. According to the Regulations on Administration of Development ofUrban Property of Henan Province, the Provisional Qualification Certificate shall be effectivefor 2 years and for developers with projects still under construction, the validity of theProvisional Qualification Certificate may be extended for not more than 1 year.

(b) The business scope of a property developer

Under the Provisions on Administration of Qualifications, a developer of any qualificationclassification may only engage in the development and sale of the property within itsapproved scope of business and may not engage in business which falls outside theapproved scope of its qualification classification. A class 1 property developer mayundertake a property development project anywhere in the country without any limit on thescale of property project. A property developer of class 2 or lower may undertake a projectwith a gross floor area of less than 250,000 square meters and the specific scopes ofbusiness shall be as formulated by the construction authority under the people’s governmentof the relevant province, autonomous region or municipality.

G-3

(c) The annual inspection of a property developer’s qualjfication

Pursuant to the Provisions on Administration of Qualifications, the qualification of a propertydeveloper shall be inspected annually. The construction authority under the State Council orits authorised institution is responsible for the annual inspection of a class 1 propertydeveloper’s qualification. Procedures for annual qualification inspection with developers ofclass 2 or lower qualifications shall be formulated by the construction authority under thepeople’s government of the relevant province, autonomous region or municipality.

D. Development of a Property Project

(a) Land for property development

Under the “Provisional Regulations of the People’s Republic of China on Assignment andTransfer of the Land-Use Rights of State-owned Urban Land”

(the “Provisional Regulations on Assignment and Transfer”)promulgated and implemented by the State Council on 19 May 1990, a system ofassignment and transfer of the right to use State-owned land is adopted. A land user shallpay an assignment price to the State as consideration for the assignment of the right to usea land site within a certain term, and the land user may transfer, lease out, mortgage orotherwise commercially exploit the land-use rights within the term of use. Under theProvisional Regulations on Assignment and Transfer and the Urban Property Law, the landadministration authority under the local government of the relevant city or county shall enterinto an assignment contract with the land user to provide for the assignment of land-userights. The land user shall pay the assignment price as provided by the assignment contract.After full payment of the assignment price, the land user shall register with the landadministration authority and obtain a Land-Use Rights Certificate which evidences theacquisition of land-use rights. The Development Regulations provide that the land-use rightfor a land parcel intended for property development shall be obtained through assignmentexcept for land-use rights which may be obtained through allocation pursuant to PRC lawsor the stipulations of the State Council.

Under the Regulations on the Assignment of State-owned Land-Use Rights ThroughCompetitive Bidding, Auction and Listing-for-Sale promulgated by the Ministry of Land and Resources on 9 May 2002 and implemented on 1 July 2002, and the Regulations on the Assignment of Land-Use Right of State-ownedConstruction Land Through Competitive Bidding, Auction and Listing-for-Sale

promulgated by the Ministry of Land andResources on 28 September 2007 and implemented on 1 November 2007, land forindustrial use, commercial use, tourism, entertainment and commodity housing developmentshall be assigned by means of competitive bidding, public auction or listing-for-sale.Competitive bidding of land-use rights means where the relevant land administrationauthority (the “grantor”) issues a bidding announcement, inviting individuals, legal persons orother organisations (whether specified or otherwise) to participate in tender for the land-userights of a particular parcel of land, the land user will be determined according to the resultsof the biddings. Auction for land-use rights is where the grantor issues an auctionannouncement, and the bidders can at specified time and location openly bid for a parcel ofland. Listing-for-sale is where the grantor issues a listing-for-sale announcement, and inaccordance with the announcement, the land grant conditions will be listed in a specifiedland grant exchange within a specified period, bidders’ payment applications will be listedand the land user will be granted according to the bidder’s payment applications at the endof such listing period. The procedures are as follows:

(i) The land authority under the government of the city and county (the “assignor”) shallannounce at least 20 days prior to the day of competitive bidding, public auction orlisting-for-sale. The announcement should include basic particulars of the land parcel,qualification requirement of the bidder and auction applicants, the methods andcriterion to confirm the winning tender or winning bidder and conditions such as thedeposit of the bid.

G-4

(ii) The assignor shall conduct a qualification verification of the bidding applicants andauction applicants and inform the applicants who satisfy the requirements of theannouncement to attend the competitive bidding, public auction or listing-for-sale.

(iii) After determining the winning tender or the winning bidder by holding a competitivebidding, public auction or listing-for-sale, the assignor and the winning tender orwinning bidder shall then enter into a confirmation. The assignor should refund theother applicants their deposits.

(iv) The assignor and the winning tender or winning bidder shall enter into a contract forState-owned land-use rights assignment at the time and venue set in theconfirmation. The deposit of the bid paid by the winning tender or winning bidder willbe deemed as part of the assignment price of the state-owned land-use rights.

(v) The winning tender or winning bidder should apply for the land registration afterpaying off the assignment price. The government authority at the municipality andcounty level or above shall issue the Land-Use Rights Certificate.

According to the “Notice of the Ministry of Land and Resources on Relevant IssuesConcerning the Strengthening of Examination and Approval of Land Use in UrbanConstruction” promulgated by theMinistry of Land and Resources on 4 September 2003, from the day of issuance of theNotice, the grant of land-use rights for luxurious commodity houses shall be stringentlycontrolled, and applications of land-use rights for villas are to be stopped. On 30 May 2006,the Ministry of Land and Resources issued the “Urgent Notice on Ulteriorly Strengtheningthe Administration of Land” . The Notice statesthat land for property development must be assigned by competitive bidding, public auctionor listing-for-sale; the rules prohibiting development projects for villas should be strictlyenforced; and land supply and relevant procedures of land use for villas ceased to haveeffect from the date of the Notice.

Under the “Urgent Notice of Ulteriorly Strengthening the Administration of the Land”, the land authority should rigidly execute the

“Model Text of the State-owned Land-Use Rights Assignment Contract”and “Model Text of the State-owned Land-Use Rights Assignment

Supplementary Agreement (for Trial Implementation)”jointly promulgated by the

Ministry of Land and Resources and the SAIC. The documents of the land assignmentshould ascertain the requirements of planning, construction and land use such as therestriction of the dwelling size, plot ratio, and the time limit for the commencement andcompletion of construction. All these should be set forth in the Land-Use Rights AssignmentContract.

(b) Development of a property project

(i) Commencement of development with respect to a property project and the idle land

Under the Urban Property Law, those who have obtained the land-use rights byassignment must develop the land in accordance with the use and period ofcommencement as prescribed by the contract for the land-use right assignment.According to the “Measures on Disposing Idle Land” promulgatedand implemented by the Ministry of Land and Resources on 28 April 1999, a parcel ofland can be defined as idle land under any of the following circumstances:

after obtaining the land-use rights, the development and construction of theland has not begun within the time limit for commencement of the developmentas stipulated without the consent of the people’s government that originallyapproved the use of the land;

G-5

the “Contract on Lease of the Right to Use State-Owned Land” does notstipulate or the “Approval Letter on Land Used for Construction” does notprescribe the date of commencement of the development and construction, andthe development and construction of the land has not begun at the expiry ofone year from the day when the “Contract on Lease of the Right to Use State-owned Land” became effective or when the administrative department of landissued the “Approval Letter on Land Used for Construction”;

the development and construction of the land has begun, but the area of thedevelopment and construction is less than one third of the total area to bedeveloped and constructed, or the invested amount is less than 25% of the totalamount of investment, and the development and construction has beencontinuously suspended for one year or more without approval; or

other circumstances prescribed by laws and administrative regulations.

The municipality or county-level municipality administrative authority shall, with regardto an identified piece of idle land, give notice to the land user and draft a proposal ondisposing the idle land, including, but not limited to, extending the time period fordevelopment and construction (provided that it shall be no longer than one year),changing the use of the land, arranging for temporary use and ascertaining the newland user by competitive bidding, public auction or listing-for-sale. The administrativedepartment of land under the government at the municipality or county level shall,after the people’s government that originally approved the use of the land approve theproposal on disposal, arrange for the implementation of the proposal. With respect toland which is obtained by assignment and is within the scope of city planning, if theconstruction work has not yet started after one year from the granting of the relevantapprovals, since the duration in which construction may be commenced has elapsed,a fine for idle land which is equivalent to less than 20% of the assignment price maybe imposed on the land user. If the construction work has not been begun after twoyears have lapsed, the right to use the land can be taken back by the State withoutany compensation. However, the above sanctions shall not apply when the delay incommencement of construction is caused by force majeure or acts of government orindispensable preliminary work before commencement of construction.

(ii) Planning of a property project

According to the “City and Rural Planning Law of the People’s Republic of China”promulgated by Standing Committee of the National

People’s Congress on 28 October 2007 and implemented on 1 January 2008, the“Measures for Control and Administration of Assignment and Transfer of the Right toUse Urban State-owned Land”promulgated by the Ministry of Construction on 4 December 1992 and implementedon 1 January 1993 and the “Notice of the Ministry of Construction on Strengtheningthe Planning Administration of Assignment and Transfer of the Right to Use State-owned Land” promulgatedand implemented by the Ministry of Construction on 26 December 2002, after signingthe assignment contract, a property developer shall apply for a Position Paper ofConstruction Project’s Site Selection and a Construction LandPlanning Permit from the city planning authority. Afterobtaining a Construction Land Planning Permit , a propertydeveloper shall organise the necessary planning and design work in accordance withplanning and design requirements and apply for a Construction Works PlanningPermit from the city planning authority.

G-6

(iii) Construction of a property project

After obtaining the Construction Works Planning Permit, a property developer shallapply for a Construction Permit from the construction authority under the localpeople’s government at the county level or above according to the “Measures for theAdministration of Construction Permits for Construction Projects”

promulgated by the Ministry of Construction on 15October 1999 and as amended and implemented on 4 July 2001.

(iv) Completion of a property project

According to the Development Regulations, the “Regulation on the QualityManagement of Construction Projects” promulgated andimplemented by State Council on 30 January 2000, the “Interim Measures forReporting Details Regarding Acceptance Examination Upon Completion of Buildingsand Municipal Infrastructure”

promulgated by the Ministry of Construction in April 2000 and the “InterimProvisions on Acceptance Examination Upon Completion of Buildings and MunicipalInfrastructure” promulgated andenforced by the Ministry of Construction on 30 June 2000, after completion ofconstruction of a project, a property developer shall apply for the acceptanceexamination by the property development authority under the government at thecounty level or above and report details of the acceptance examination, upon which a“Record of Acceptance Examination upon Project Completion”will be issued.

E. Transfer and Sale of Property

(a) Transfer of property

According to the Urban Property Law and the “Provisions on Administration of Transfer ofUrban Property” promulgated by the Ministry of Construction on7 August 1995 and as amended on 15 August 2001, a property owner may sell, bequeath orotherwise legally transfer property to another person or legal entity. When transferring abuilding, the ownership of the building and the land-use rights to the site on which thebuilding is situated are transferred simultaneously. The parties to a transfer shall enter into aproperty transfer contract in writing and register the transfer with the property administrationauthority having jurisdiction over the location of the property within 90 days of the executionof the transfer contract.

Where the land-use rights were originally obtained by assignment, the real property mayonly be transferred on the conditions that: a) the assignment price has been paid in full forthe assignment of the land-use rights as provided by the assignment contract and a land-use rights certificate has been obtained; and b) development has been carried out accordingto the assignment contract and in the case of a project in which buildings are beingdeveloped, development representing more than 25% of the total investment has beencompleted.

If the land-use rights were originally obtained by assignment, the term of the land-use rightsafter transfer of the property shall be the remaining portion of the original term provided bythe land-use rights assignment contract after deducting the time that has been used by theformer land users. In the event that the transferee intends to change the use of the landprovided in the original assignment contract, consent shall first be obtained from the originalassignor and the planning administration authority under the local government of therelevant city or county and an agreement to amend the land-use right assignment contractor a new land-use rights assignment contract shall be signed in order to, inter alia, adjustthe land-use rights assignment price accordingly.

G-7

If the land right were originally obtained by allocation, transfer of the real property shall besubject to the approval of the government vested with the necessary approval power asrequired by the State Council. Upon such approval, the transferee shall complete theformalities for transfer of the land-use rights, unless the relevant statutes require no transferformalities, and pay the transfer price according to the relevant statutes.

(b) Sale of commodity buildings

Under the “Regulatory Measures on the Sale of Commodity Buildings”promulgated by the Ministry of Construction on 4 April 2001 and implemented on

1 June 2001, sale of commodity buildings can include both pre-completion sales (pre-sale)and post-completion.

(i) Permit of Pre-sale of Commodity Buildings

According to the Development Regulations and the “Measures for Administration ofPre-sale of Commodity Buildings” (the “Pre-sale Measures”)

promulgated by the Ministry of Construction on 15 November 1994 and asamended on 15 August 2001 and 20 July 2004 respectively, the pre-sale ofcommodity buildings shall be subject to a licensing system. A property developerintending to sell a commodity building before its completion shall make the necessarypre-sale registration with the property development authority of the relevant city orcounty to obtain a Permit for Pre-sale of Commodity Buildings . Acommodity building may be sold before completion only if: a) the assignment pricehas been paid in full for the assignment of the land-use rights involved and a land-userights certificate has been obtained; b) a Construction Works Planning Permit and aConstruction Permit have been obtained; c) the funds invested in the development ofthe commodity buildings put to pre-sale represent 25% or more of the total investmentin the project and the progress of works and the completion and delivery dates havebeen ascertained; and d) the pre-sale has been registered and a Permit for Pre-saleof Commodity Buildings has been obtained.

(ii) Supervision of pre-sale income of commodity buildings

According to the Pre-sale Measures, the income of a property developer from the pre-sale of commodity buildings must be used for the construction of the relevant projects.The specific measures for the supervision of the income from the pre-sale ofcommodity buildings shall be formulated by the property administrative authorities.

(iii) Conditions of the sale of post-completion commodity buildings

Under the “Measures for Administration of Sale of Commodity Buildings,” commoditybuildings may be put to post-completion sale only when the following preconditionshave been satisfied: a) the property development enterprise shall have a businesslicense and a qualification certificate of a property developer; b) the enterprise shallobtain a land-use rights certificate or other approval documents of land use; c) theenterprise shall have the permit for construction project planning and the permit forconstruction; d) the commodity shall have been completed and been inspected andaccepted as qualified; e) the relocation of the original residents shall have been wellsettled; f) the supplementary essential facilities for supplying water, electricity, heating,gas, communication, etc. shall have been made ready for use, and othersupplementary essential facilities and public facilities shall have been made ready foruse, or the schedule of construction and delivery date shall have been specified; andg) the property management plan shall have been completed.

Before the post-completion sale of a commodity building, a property developer shallsubmit the Property Development Project Manual and other documents evidencingthe satisfaction of preconditions for post-completion sale to the property developmentauthority for making a record.

G-8

(iv) Regulations on transactions of commodity buildings

According to the Development Regulations and the Pre-sale Measures, for pre-sale ofcommodity buildings, the developer shall sign a contract on the pre-sale of acommodity building with the purchaser. The developer shall, within 30 days aftersigning the contract, apply for registration and filing of the pre-sale commodity buildingto the relevant property administrative authorities.

Pursuant to the “Circular of the General Office of the State Council on Forwarding theOpinions of the Ministry of Construction and other Departments on Stabilising HousePrices” on 9May 2005, there are several regulations when conducting commodity buildingtransactions:

A buyer of a commodity building is prohibited from conducting any transfer of apre-sold commodity before completion of construction and obtaining theProperty Ownership Certificate. If there is discrepancy in the name of theapplicant for property ownership and the name of the advance buyer in the pre-sale contract, the registration organ of the property administration shall notrecord the application of property ownership.

A real name system is applied for each property purchase transaction and animmediate archival filing network system is in place for pre-sale contracts ofcommodity buildings.

On 6 July 2006, the Ministry of Construction, the NDRC, and the SAIC jointlypromulgated “Notice on Reorganising and Regulating the Transaction Procedures ofProperty” ,the details of which are as follows:

A developer should start to sell the commodity buildings within 10 days afterreceiving the “Permit for Pre-sale of commodity buildings”. Without this permit,the pre-sale of commodity buildings is prohibited, as well as subscription(including reservation, registration and number-selecting) and acceptance ofany kind of pre-sale payments.

The property administration authority should establish an immediate networksystem for pre-sale contracts of commodity buildings and the system shouldissue the transaction information of a piece of property. The basic location andinformation of the commodity building, the schedule of the sale and the rightsstatus should be duly, truly and fully published on the network system and atthe locale of sale. The advance buyer of a commodity building is prohibited fromconducting any transfer of the advance sale of the commodity building that hehas bought but which is still under construction.

Without the “Permit for Pre-sale of Commodity Buildings,” no advertisement ofthe pre-sale of commodity buildings may be issued.

The property developers with a record of serious irregularity or developerswhich do not satisfy the requirements of the pre-sale of commodity buildingsare not allowed to take part in such sale activities.

The property administration authority should carry out the regulations of thepre-sale contractor registration strictly and record and apply the real namesystem for house purchases.

G-9

(c) Mortgages of Property

Under the Urban Property Law, the “The Guarantee Security Law of the People’s Republicof China” promulgated by Standing Committee of the NationalPeople’s Congress on 30 June 1995 and implemented on 1 October 1995, and the“Measures on the Administration of Mortgages of Property in Urban Areas”

promulgated by the Ministry of Construction in May 1997 and asamended on 15 August 2001, when a mortgage is created on a building legally obtained, amortgage shall be simultaneously created on the land-use rights of the land on which thebuilding is situated. The land-use rights of State-owned lands acquired through means ofassignment, when being mortgaged, the buildings on the land shall also be mortgaged atthe same time. The land-use rights of the town and village enterprises cannot bemortgaged. When buildings of the town and village enterprises are mortgaged, the land-userights occupied by the buildings shall also be mortgaged at the same time. The mortgagerand the mortgagee shall sign a mortgage contract in writing. Within 30 days after a propertymortgage contract is signed, the parties to the mortgage shall register the mortgage with theproperty administration authority at the location where the property is situated. A propertymortgage contract shall become effective on the date of registration of the mortgage. If amortgage is created on the property in respect of which a house ownership certificate hasbeen obtained, the registration authority shall make an entry under the “third party rights”item on the original house ownership certificate and then issue a Certificate of Third PartyRights to the mortgagee. If a mortgage is created on the commodity building put to pre-saleor under construction, the registration authority shall record the details on the mortgagecontract. If construction of a real property is completed during the term of a mortgage, theparties involved shall re-register the mortgage of the real property after issuance of thecertificates evidencing the ownership of the property.

(d) Leases of buildings

Under the Urban Property Law and the “Measures for Administration of Leases of Propertyin Urban Areas” promulgated by the Ministry of Construction on 9May 1995 and enforced on 1 June 1995, the parties to a lease of a building shall enter intoa lease contract in writing. A system has been adopted to register the leases of buildings.When a lease contract is signed, amended or terminated, the parties shall register thedetails with the property administration authority under the local government of the city orcounty in which the building is situated.

F. Property Credit

According to the “Notice of the People’s Bank of China on Regulating Home Financing Business”promulgated by the People’s Bank of China (the “PBOC”) on 19

June 2001, all banks must comply with the following requirements before granting residentialdevelopment loans, individual home mortgage loans and individual commercial flat loans:

(a) Housing development loans from banks shall only be granted to property developmententerprises with approved development qualifications and high credit ratings. Such loansshall be offered to residential projects with good market potential. While the borrowingenterprise must have self-owned capital of no less than 30% of the total investment requiredof a project, the project itself must have been issued with a Land-Use Rights Certificate,Construction Land Planning Permit, Construction Works Planning Permit and ConstructionPermit.

(b) In respect of the grant of individual home mortgage loans, the ratio between the loanamount and actual value of the security (the “Mortgage Ratio”) shall never exceed 80%.Where an individual applies for a home purchase loan to buy a pre-sale property, theproperty must have achieved the stage of “topping-out of the main structure completed” formulti-story buildings or “two-thirds of the total investment completed” for high-rise buildings.

G-10

(c) In respect of the grant of individual commercial flat loans, the Mortgage Ratio under theapplication for commercial flat loans shall not exceed 60% with a maximum loan period of10 years and the relevant commercial flat must have already been completed.

The PBOC issued the Circular on Further Strengthening the Management of Loans forProperty Business on 5 June2003 to specify the requirements for banks to provide loans for the purposes of residentialdevelopment, individual home mortgage and individual commodity buildings as follows:

(a) The property loan by commercial banks to property enterprises shall be granted only by theitem of property development rather than cash flow loan item or other loan item. Any kind ofloan can not be granted for the projects which do not obtain Land-Use Rights Certificates,Construction Land Planning Permits, Construction Planning Permits and ConstructionPermits.

(b) Commercial banks shall not grant loans to property developers to pay off land premium.

(c) Commercial banks may only provide housing loans to individual buyers when the mainstructural buildings have been topped out. When a borrower applies for individual homeloans for his first residential unit, the first installment remains at 20%. In respect of his loanapplication for additional purchase of residential unit(s), the percentage of the firstinstallment shall be increased.

Pursuant to the Guidance on Risk Management of Property Loans of Commercial Banksissued by China Banking Regulatory Commission on

2 September 2004, any property developer applying for property development loans shallhave at least 35% of capital required for the development.

According to the “Notice of the People’s Bank of China on the Adjustment of CommercialBank Housing Credit Policies and the interest Rate of Excess Reserve Deposit”

, promulgated by PBOC on16 March 2005, from 17 March 2005, in the cities and areas where the price of housesgrows too quickly, the first installment of individual home loans increases from 20% to 30%.The commercial banks can independently determine the specific cities or areas under suchadjustment according to special situations in different cities or areas.

On 24 May 2006, the General Office of State Council issued the “Opinions of the Ministry ofConstruction and other Departments on Adjusting the Housing Supply Structure andStabilising the Housing Prices”

. The regulations on the property credit are as follows:

(a) Strictly impose credit conditions on property development. In order to suppress propertydevelopment enterprises from storing up land and housing resources by use of bank loans,commercial banks shall not provide loans to those property enterprises that fail to meet loanconditions, for example, having a project capital of less than 35%. For property developmententerprises that have much idle land and vacant commodity buildings, the commercial banksshall, in light of the principle of prudential operations, be stricter in controlling the renewal ofloans or any form of revolving credit. The commercial banks shall not accept any commoditybuilding that has been idle for three or more years as collateral for loans.

(b) From 1 June 2006, the proportion of initial payment of individual housing mortgage loansshall not be lower than 30%. However, considering the demands for housing by the mediumand low-income population, the purchase of self-used housing with gross floor area no morethan 90 square meters is still subject to the provision of the initial payment of housing at20%.

G-11

According to the Circular on Standardizing the Admittance and Administration of ForeignCapital in Property Market , foreign-investedproperty enterprises which have not paid up their registered capital, or failed to obtain aLand-Use Rights Certificate, or with less than 35% of the capital for the project, will beprohibited from obtaining a loan in or outside China, and the SAFE shall not approve theregistration of foreign loans from such enterprises.

G. Insurance of a Property Project

There are no mandatory provisions in the PRC laws, regulations and government rules whichrequire a property developer to take out insurance policies for its property projects.

H. Major Taxes Applicable to Property Developers

(a) Income tax

According to the “Income Tax Law of The People’s Republic of China for Foreign-investedEnterprises and Foreign Enterprises”which was promulgated by National People’s Congress on 9 April 1991 and implemented on1 July 1991 and its detailed rules promulgated by State Council on 30 June 1991, theincome tax on enterprises with foreign investment shall be computed on the taxable incomeat the rate of 30%, and local income tax shall be computed on the taxable income at therate of 3%.

Pursuant to the “Provisional Regulations of the People’s Republic of China on EnterpriseIncome Tax” issued by the State Council on 13December 1993 and enforced on 1 January 1994 and the “Detailed Implementation Ruleson the Provisional Regulations of The People’s Republic of China on Enterprise Income Tax”

issued by the PRC Ministry of Finance(“MOF”) on 4 February 1994, the income tax rate applicable to Chinese enterprises otherthan foreign-invested enterprises and foreign enterprises is 33%.

According to the PRC Enterprise Tax Law (“New Tax Law”)enacted by the National People’s Congress on 16 March 2007 and enforced from 1 January2008 onwards and its implemental regulations promulgated by the State Council on 6December 2007 and enforceable from 1 January 2008 onwards, a uniform income tax rateof 25% will be applied towards foreign investment and foreign enterprises which have set upinstitutions or facilities in the PRC as well as PRC enterprises.

According to the current applicable Income Tax Law of The People’s Republic of China forForeign-invested Enterprises and Foreign Enterprises

, income such as rental, interest and royalty derived in the PRC by aforeign enterprise which has no establishment in the PRC or which has establishment in thePRC but which income has no relationship with such establishment is subject to a 10%withholding tax, subject to reduction as provided by any applicable double taxation treaty,unless the relevant income is specifically exempted from tax under the current applicable taxlaw. The dividends derived by a foreign investor from a PRC enterprise with foreigninvestment are exempted from PRC withholding tax according to the current applicable PRCtax law. However, following the enforcement of the New Tax Law from 1 January 2008,dividends derived by a foreign enterprise which has no establishment in the PRC or whichhas establishment in the PRC but its dividends have no relationship with suchestablishment, from a PRC enterprise with foreign investment shall pay income tax at therate of 20%, subject to possible preferential treatment provided by the State Council.

G-12

(b) Business Tax

Pursuant to the “Interim Regulations of the People’s Republic of China on Business Tax”promulgated by the State Council on

13 December 1993 and implemented on 1 January 1994 and the “Detailed ImplementationRules on the Provisional Regulations of The People’s Republic of China on Business Tax”

issued by the MOF on 25 December 1993, thetax rate of the transfer of real properties, their superstructures and attachments is 5%.

(c) Land Appreciation Tax

According to the requirements of the “Provisional Regulations of The People’s Republic ofChina on Land Appreciation Tax” (the “Land Appreciation Tax Provisional Regulations”)

which was promulgated on 13 December 1993 andeffected on 1 January 1994, and the “Detailed Implementation Rules on the ProvisionalRegulations of the People’s Republic of China on Land Appreciation Tax”

(the “Land Appreciation Tax DetailedImplementation Rules”) which was promulgated and came into effect on 27 January 1995,any appreciation gain from a transfer of property shall be subject to LAT. LAT shall becharged at four levels of progressive rates: 30% for appreciation amount not exceeding 50%of the sum of deductible items; 40% for appreciation amount exceeding 50% but notexceeding 100% of the sum of deductible items; 50% for appreciation amount exceeding100% but not exceeding 200% of the sum of deductible items; and 60% for appreciationamount exceeding 200% of the sum of deductible items. The related deductible itemsaforesaid include the following:

amount paid for obtaining the land-use rights;

costs and expenses for development of land;

costs and expenses of new buildings and ancillary facilities, or estimated prices of oldbuildings and constructions;

related tax payable for transfer of property;

other deductible items as specified by the MOF.

According to the requirements of the Land Appreciation Tax Provisional Regulations, theLand Appreciation Tax Detailed Implementation Rules and the “Notice on the Levy andExemption of Land Appreciation Tax for Development and Transfer Contracts signed before1 January 1994”

issued by the MOF and the State Administration of Taxation on 27 January 1995,LAT shall be exempted under any of the following circumstances:

taxpayers construct ordinary standard residences for sale (i.e. the residences built inaccordance with the local standard for general civilian used residential properties.Deluxe apartments, villas, resorts etc. are not under the category of ordinary standardresidences) and the appreciation amount does not exceed 20% of the sum ofdeductible items;

property is taken back and repossessed according to laws due to the constructionrequirements of the State;

due to redeployment of work or improvement of living standard, individuals transferself-used residential property, in which they have been living for 5 years or more,subject to tax authorities’ approval;

G-13

transfers of real properties under property transfer contracts signed before 1 January 1994, regardless of when the properties are transferred;

if the property development contracts were signed before 1 January 1994 or theproject proposal has been approved and that capital was injected for development inaccordance with the conditions agreed, LAT shall be exempted if the properties aretransferred within 5 years after 1 January 1994 for the first time. The date of signingthe contract shall be the date of signing the Sale and Purchase Agreement. Particularproperties projects which are approved by the government for the development of thewhole lot of land and long-term development, of which the properties are transferredfor the first time after the 5-year tax-free period, the tax-free period may beappropriately prolonged subject to the approval of the MOF and the StateAdministration of Taxation.

On 24 December 1999, the MOF and the State Administration of Taxation issued the “Noticein respect of the extension of the period for the Land Appreciation Tax Exemption Policy”

that extended the period for theLAT exemption policy as mentioned in paragraph (5) above to the end of 2000.

After the issuance of the Land Appreciation Tax Provisional Regulations and the Land Appreciation Tax Detailed Implementation Rules

, due to the longer period required forproperty development and transfer, many districts, whilst they implement the regulations andrules, did not force the property development enterprises to declare and pay LAT. Therefore,the MOF, State Administration of Taxation, Ministry of Construction and the Ministry of Landand Resources had assignments are signed, the taxpayers should declare the tax to thelocal tax authorities where the property is located, and pay LAT in accordance with theamount as calculated by the tax authority and the time as required. For those who fail toacquire proof of payment or exemption from LAT from the tax authorities, the propertyadministration authority shall not process the relevant title change procedures, and shall notissue the property title certificate.

State Administration of Taxation also issued the “Notice on Serious Handling ofAdministration of the Collection of Land Appreciation Tax”

on 10 July 2002 to request local tax authorities to (i)modify the management system of LAT collection and operation details, (ii) to build up asound taxpaying declaration system for LAT and (iii) to modify the methods of pre-levying forthe pre-sale of properties. The Notice also pointed out that where the propertiesdevelopment contract were signed before 1 January 1994 or where the project proposal hasbeen approved and capital was injected for development, the privilege policy for LATexemption for such properties that are transferred for the first time will expire, and such taxshall be levied again. This requirement is restated in the “Notice on Strengthening ofAdministration of the Collection of Land Appreciation Tax”

and the “Notice of State on Further Strengthening of Administration Workin relation to the Collection of Land Appreciation Tax and Land Use Tax in Cities and Towns”

, i ssuedseparately on 2 August 2004 and 5 August 2004 by the State Administration of Taxation.These two Notices also required that the system of tax declaration and tax sourcesregistration in relation to LAT be further established and perfected.

G-14

On 2 March 2006, the MOF and State Administration of Taxation issued the “Notice onSeveral Points on Land Appreciation Tax” to clarify therelevant issues regarding land appreciation tax as follows:

(a) As to the tax collection and exemption in the sale of ordinary standard residentialhousing as built by taxpayers as well as in the transfer of ordinary residential housesby individual residents.

The notice sets out the standards for ordinary standard residential houses. Where anydevelopers build ordinary residential houses as well as other commercial houses, theappreciation amount of land shall be verified respectively. Before the day when thisnotice is publicised, as to any application for tax exemption for ordinary standardresidential houses that has been filed to the tax authority at the locality of theproperty, especially any ordinary standard residential houses which have been giventhe treatment of exemption from LAT upon examination according to the standards forordinary standard residential houses as determined by the people’s government of aprovince, autonomous region or municipality directly under the Central Government,no adjustment shall be retroactively made.

(b) In relation to the advance collection and settlement of LAT:

All regions shall decide the advance collection rate in a scientific andreasonable manner, and adjust it at a proper time according to the valueaddition level of the property as well as the market development level within theregion and on the basis of the specific housing categories, namely, ordinarystandard residential houses, non-ordinary standard residential houses andcommercial houses. After a project is completed, the relevant settlement shallbe handled in a timely manner, with any overpayment refunded or anyunderpayment being made up.

Any tax that fails to be collected in advance within the advance collection term,the overdue fines shall be collected as of the day following the expiration of theprescribed advance collection term according to the relevant provisions of theTax Collection and Administration Law as well as its detailed rules forimplementation.

Any property project that has been completed and has gone through theacceptance procedure, where the floor area of the property as transferredmakes up 85% or more of the saleable floor area, the tax authority may requirethe relevant taxpayer to conduct the settlement of LAT on the transferredproperty according to the matching principles regarding the proportion betweenthe income as generated from the transfer of property and the amount underthe item of deduction. The specific method of settlement shall be prescribed bythe local tax authority of a province, autonomous region or municipality directlyunder the Central Government, or a city under separate state planning.

In relation to any investment or association by using land (property) as paymentfor the purchase of shares, where an enterprise involved in the investment orassociation engages in the property development or where any other propertydevelopment enterprise makes investment or conducts association with thecommercial houses it builds, it shall not be governed by the regulation of theinterim exemption of LAT when the property (land) is transferred to theenterprise by means of investment or association.

G-15

On 28 December 2006, the State Administration of Taxation issued the Notice on theAdministration of the Settlement of Land Appreciation Tax of Property DevelopmentEnterprises whichcame into effect on 1 February 2007.

Pursuant to the Notice, a property developer shall settle and clear the LAT payment of itsdevelopment projects that meet certain criteria with the tax authorities in accordance withthe applicable LAT tax rates. The LAT shall be settled for projects approved by thecompetent authorities; and for projects developed in different stages, the LAT shall be settledin stages. LAT must be settled if (1) the property development project has been completedand fully sold; (2) the property developer transfers the whole incompleted developmentproject; or (3) the land-use rights with respect to the project is transferred. In addition, therelevant tax authorities may require the developer to settle the LAT if one of the followingcriteria is met: (1) for completed property development projects, the transferred GFArepresents more than 85% of total salable GFA, or the proportion represented is less than85%, but the remaining salable GFA has been leased out or used by the developer; (2) theproject has not been sold out for more than three years after obtaining the sale or pre-salepermit; (3) the developer applies for cancellation of the tax registration without having settledthe relevant LAT; or (4) other conditions stipulated by the tax authorities.

The Notice also indicated that if a property developer satisfies any of the followingcircumstances, the tax authorities shall levy and collect LAT as per the levying rate whichshall be no lower than the pre-payment rate with reference to the bearing rate of LAT of localenterprises with a similar development scale and income level: (i) failure to maintain accountbook required by law or administrative regulation; (ii) destroying the account book withoutauthorisation or refusing to provide taxation information; (iii) the accounts are in a state ofmess or cost materials, income vouchers and cost vouchers are damaged and incomplete,making it difficult to determine transferred income or amount of deductible items; (iv) failureto go through LAT settlement within the prescribed period, and such failure is not curedwithin the period required by the relevant tax authorities; or (v) the basis for tax calculationas submitted is obviously low without justifiable cause. Local provincial tax authorities canformulate their own implementation rules according to the notice and local situation.

(d) Deed tax

Pursuant to the “Interim Regulations of the People’s Republic of China on Deed Tax”promulgated by the State Council on 7 July 1997 and

implemented on 1 October 1997, the transferee, whether an individual or otherwise, of thetitle to a land site or building in the PRC shall be the obliged taxpayer for deed tax. The rateof deed tax is 3% to 5%. The governments of provinces, autonomous regions andmunicipalities directly under the central government may, within the aforesaid range,determine and report their effective tax rates to the MOF and the State Administration ofTaxation for the record. According to The Implementation Measures for Deed Duty of HenanProvince promulgated by Henan Province People’s Government on21 October 1999, the deed tax rate in Henan Province is 4%.

(e) Urban land use tax

Pursuant to the “Provisional Regulations of the People’s Republic of China Governing LandUse Tax in Urban Areas” promulgated by theState Council on 27 September 1988 and amended on 31 December 2006, the land use taxin respect of urban land is levied according to the area of relevant land. The annual tax onevery square meter of urban land shall be between RMB0.6 and RMB30.0.

G-16

(f) Buildings tax

Under the “Interim Regulations of the People’s Republic of China on Building Tax”promulgated by the State Council on 15 September 1986

and implemented on 1 October 1986, building tax shall be 1.2% if it is calculated on thebasis of the residual value of a building, and 12% if it is calculated on the basis of the rental.

(g) Stamp duty

Under the “Interim Regulations of the People’s Republic of China on Stamp Duty”promulgated by the State Council on 6 August 1988 and

implemented on 1 October 1988, for property transfer instruments, including those inrespect of property ownership transfer, the stamp duty rate shall be 0.05% of the amountstated therein; for permits and certificates relating to rights, including property titlecertificates and land-use rights certificates, stamp duty shall be levied on an item basis ofRMB5 per item.

(h) Municipal maintenance tax

Under the “Interim Regulations of the People’s Republic of China on Municipal MaintenanceTax” promulgated by the State Council on 8February 1985, any taxpayer, whether an individual or otherwise, of product tax, value-added tax or business tax shall be required to pay municipal maintenance tax. The tax rateshall be 7% for a taxpayer whose domicile is in an urban area, 5% for a taxpayer whosedomicile is in a county and a town, and 1% for a taxpayer whose domicile is not in anyurban area or county or town. Under the “Circular Concerning Temporary Exemption fromMunicipal Maintenance Tax and Education Surcharge for Foreign-invested Enterprises andForeign Enterprises”,

and the “Approval on Exemption of Municipal Maintenance Tax andEducation Surcharge in Foreign-Invested Freightage Enterprises”

issued by StateAdministration of Taxation on 25 February 1994 and on 14 September 2005 respectively, themunicipal maintenance tax shall not be applicable to foreign-invested enterprises withforeign investment for the time being, until further explicit stipulations are issued by the StateCouncil.

(i) Education surcharge

Under the “Interim Provisions on Imposition of Education Surcharge”promulgated by the State Council on 28 April 1986 and as amended on

7 June 1990 and 20 August 2005, a taxpayer, whether an individual or otherwise, of producttax, value-added tax or business tax shall pay an education surcharge, unless such obligedtaxpayer is instead required to pay a rural area education surcharge as provided by the“Notice of the State Council on Raising Funds for Schools in Rural Areas”

. Under the “Supplementary Notice ConcerningImposition of Education Surcharge” issued bythe State Council on 12 October 1994, the Circular Concerning Temporary Exemption fromMunicipal Maintenance Tax and Education Surcharge for Foreign-invested Enterprises andForeign Enterprises

and the “Reply on Exemption of Municipal Maintenance Tax andEducation Surcharge in Foreign-Invested Freightage Enterprises”

issued by StateAdministration of Taxation on 25 February 1994 and on 14 September 2005 respectively, theeducation surcharge shall not be applicable to enterprises with foreign investment for thetime being, until further explicit stipulations are issued by the State Council.

G-17

I. Measures on Stabilising Housing Price

The General Office of the State Council promulgated the “Circular on Stabilising Housing Price” on26 March 2005, requiring measures to be taken to restrain the housing price from increasing toofast and to promote the healthy development of the property market. On 9 May 2005, the GeneralOffice of the State Council issued the Opinion of the Ministry of Construction and otherDepartments on Stabilising Housing Prices, which provides that:

(a) Intensifying the planning and control and improving the housing supply structure

Where the housing price is in excessive growth, the supply of ordinary commodity houses atmedium or low prices and economical houses are insufficient; the housing constructionshould mainly involve projects of ordinary commodity houses with medium or low prices andeconomical houses. The construction of low-density, high-quality houses shall be strictlycontrolled. With respect to construction projects of medium-or-low-price ordinary commodityhouses, before any supply of land, the municipal planning authority shall, according tocontrolling detailed planning, set forth such conditions for planning and designing as heightof buildings, plot ratio and green space. The property authority shall, in collaboration of otherrelevant authorities, set forth such controlling requirements as sale price, type and area.Such conditions and requirements will be set up as preconditions of land assignment toensure an effective supply of small or medium-sized houses at moderate and low prices.The local government must intensify the supervision of planning permit for propertydevelopment projects. Housing projects that have not been commenced within two yearsmust be examined again, and those that turn out to be not in compliance with the planningpermits will be revoked.

(b) Intensifying the control over the supply of land and rigorously enforcing the administration ofland

Where the price of land for residential use and residential house increases too fast, theproportion of land for residential use to the total land supply should be appropriately raised,and the land supply for the construction of ordinary commodity housing at medium or lowprice range and economical housing should be emphatically increased. Land supply for villaconstruction shall be continuously suspended, and land supply for high-end housingproperty construction shall be restricted.

(c) Adjusting the policies of business tax in the link of house transfer and strictly regulating thecollection and administration of tax

From 1 June 2005, business tax upon transferring a residential house by an individual withintwo years from purchasing will be levied on the full amount of the sale proceeds. For anindividual having transferred an ordinary residence after two years from date of purchase,business tax will be exempted. For an individual having transferred a property other thanordinary residential house for two years or more from date of purchase, the business tax willbe levied on the basis of the balance between the income from selling the residence and thepurchase price.

(d) Practically rectifying and regulating the market order and seriously investigating into andpunishing any irregular and rule-breaking sales

The buyer of a pre-sale commodity building is prohibited from conducting any transfer ofsuch building if it is still under construction. A real name system for house purchase shouldbe applied, and an immediate archival filing network system for pre-sale contracts ofcommodity buildings should be carried out.

G-18

On 24 May 2006, the General Office of the State Council issued the Opinion of the Ministryof Construction and other Departments on Adjusting Housing Supply Structure andStabilisation of Housing Prices

. As to the adjustment of housing supply and stabilisation of housingprices, the opinion provides that:

(i) Practically adjusting the housing supply structure

The construction of medium and small-sized ordinary commodity houses atmedium or low price should be specially developed to satisfy the self-livingdemands of local residents.

From 1 June 2006, for each and every commodity building newly examined andapproved for starting construction, the proportion of the area of housing(including economically affordable housing) with a unit floor area less than 90square meters must reach 70% of the total development and construction area.In case of adjustment of the above-mentioned proportion, if required in specialcases, the municipalities directly under the central government, separatelyplanned cities and provincial capital cities must submit the special request foradjusting proportion to the Ministry of Construction for approval. The projectsthat have been examined and approved but without construction permitsobtained shall adjust the set style of housing according to the above-mentionedrequirements if they do not meet such requirements.

(ii) Further promoting the adjusting role of tax, credit and land policies

Commencing from 1 June 2006, business tax upon transferring a residentialproperty by an individual within five years from the date of purchase will belevied on the basis of the full amount of the sale proceeds. For an individualtransferring an ordinary residential property five years or more from the date ofpurchase, business tax will be exempted. For an individual transferring a houseother than an ordinary residential house for five years or more from purchasing,the business tax will be levied on the basis of the balance between the incomefrom selling the house and the purchase price;

Strictly enforce the conditions on the credit of the property development. Inorder to restrain property developers from purchasing land and buildings withbank credits, any developer applying for loans shall have at least 35% of capitalrequired for the project development. To the developers with a large amount idleland and vacant commodity buildings, commercial banks should restrict thegrant or extension of revolving credit facilities in any form pursuant to theprudence principle. Commodity buildings which are vacant for more than 3years should not be accepted as a guarantee by the commercial banks;

From 1 June 2006, the first installment of individual home loans should be noless than 30%. When a borrower applies for individual home loans for his ownuse and the floor area of the unit is less than 90 square meters, the firstinstallment remains to be 20%;

G-19

At least 70% of the land supply for residential property development must beused for developing low-to-medium-cost and small to medium-size units andlow-cost rental properties. On the basis of the restriction of price and housingset style, the land supply shall adopt the method of competitive bidding of landprice and housing price to determine the property developer. Land supply forvilla construction shall be continuously suspended, and land supply for low-density and large-area housing property construction shall be strictly restricted;

When the construction has not yet started after one year since the duration ofconstruction agreed in the contract has lapsed, charge for idle land should becollected at a higher level; when the construction has not yet started after twoyears have elapsed, the right to use land can be taken back withoutconsideration. The land will be regarded as idle land if: the development andconstruction of the land has started on time, but the developed area is lessthan one third of the total area to be developed and constructed, or theinvested amount is less than 25% of the total amount of investment, and thedevelopment and construction has been continuously suspended for no lessthan one year without approval.

(iii) Further rectifying and regulating the order of property market

The project with the Planning Permit which has not started construction shouldbe re-censored. If the project is not in accordance with the controllingrequirements of the plan, especially the requirements of the set style structure,the Planning Permit, the Permit for Construction and the Permit for Pre-completion Sale of Commodity Buildings should not be issued. The housing ofthe designing of which has been changed, the projects of which have beenaltered or the construction of which has exceeded the provisions shall bedisposed of or confiscated according to law.

The property administration authority and the administration of industry andcommerce should investigate any illegal trade conduct such as contract fraud.The illegal conduct of commodity buildings pre-completion sale without thenecessary conditions should be ordered to stop and punished. With respect tothe property enterprises that store up housing source from sale, maliciouslymanipulate and raise housing prices, the competent authorities shall reinforcethe strength in rectification and prosecution, and for those in severe situationsand serious nature, monetary punishment shall be given according to laws andregulations, until the suspension of business licenses, and the responsiblepersons concerned shall be investigated and prosecuted.

To carry out “Opinions on Adjusting the Housing Supply Structure and Stabilising HousingPrices” , theMinistry of Construction promulgated “Opinions on Carrying Out Structure Proportion ofHousing Newly Built” on 6 July 2006 and madesupplemental requirements on the proportion of newly built housing structure as follows:

(i) From 1 June 2006, in any city (including county), the floor area of the housing whichis less than 90 square meters should cover 70% of the total floor area of commercialcommodities newly approved or constructed in a year.

G-20

(ii) According to the above requirements, the governments should guarantee theconditions of planning and design of newly-built commodity buildings to be reachedand confirm the requirements of structure proportion. Any digression from the above-mentioned requirements without authorisation is forbidden. Construction worksplanning permit should not be issued by municipal planning authority, if anynoncompliance with the planning permit; certifications should not be issued byauthority of censoring construction documents; construction works permits should notissued by the construction authority; permits for pre-sale of commodity buildingsshould not be issued by property development authority.

(iii) To projects which are approved before 1 June 2006 but have not obtained the“Construction Permit,” the governments of cities should ascertain the specific projectwhich needs to adjust the set structure according to the proportion requirement of thenewly-built commodity buildings in that year.

G-21

H-1

APPENDIX H

TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE

You are invited to apply and subscribe for the 245,000,000 New Shares at the Issue Price for each OfferShare and each Placement Share subject to the following terms and conditions:

1. YOUR APPLICATION MUST BE MADE IN LOTS OF 1,000 NEW SHARES AND INTEGRALMULTIPLES THEREOF. YOUR APPLICATION FOR ANY OTHER NUMBER OF NEW SHARESWILL BE REJECTED.

2. Your application for Offer Shares may be made by way of printed Offer Shares Application Formsor by way of Electronic Applications through ATMs of the Participating Banks (“ATM ElectronicApplications”) or through Internet Banking (“IB”) websites of the relevant Participating Banks(“Internet Electronic Applications” which, together with ATM Electronic Applications, shall bereferred to as “Electronic Applications”). Your application for Placement Shares may only be madeby way of Placement Shares Application Forms. YOU MAY NOT USE CPF FUNDS TO APPLYFOR THE NEW SHARES.

3. You are allowed to submit only one application in your own name for Offer Shares. If yousubmit an application for Offer Shares by way of an Offer Shares Application Form, youMAY NOT submit another application for Offer Shares by way of an Electronic Applicationand vice versa. Such separate applications shall be deemed to be multiple applications andmay be rejected at the discretion of our Company.

If you submit an application for Offer Shares by way of Internet Electronic Application, youMAY NOT submit another application for Offer Shares by way of ATM Electronic Applicationand vice versa. Such separate applications shall be deemed to be multiple applications andmay be rejected at the discretion of our Company.

If you (being other than an approved nominee company) have submitted an application for OfferShares in your own name, you should not submit any other application for Offer Shares, whetherby way of an Offer Shares Application Form or by way of an Electronic Application, for any otherperson. Such separate applications shall be deemed to be multiple applications and may berejected at the discretion of our Company.

You are allowed to submit only one application in your own name for Placement Shares.Any separate application by you for Placement Shares shall be deemed to be multipleapplications and we have the discretion whether to accept or reject such multipleapplications.

If you, being other than an approved nominee company, have submitted an application forPlacement Shares in your own name, you should not submit any other application forPlacement Shares for any other person. Such separate applications shall be deemed to bemultiple applications and will be liable to be rejected at our discretion.

If you have made an application for Placement Shares, and you have also made a separateapplication for Offer Shares either by way of an Application Form or through an ElectronicApplication, we shall have the discretion to either (i) reject both of such separateapplications or (ii) accept any one (but not the other) out of such separate applications.

Conversely, if you have made an application for Offer Shares either by way of anApplication Form or through an Electronic Application and you have also made a separateapplication for Placement Shares, we shall have the discretion to either (i) reject both ofsuch separate applications or (ii) accept any one (but not the other) out of such separateapplications.

Joint applications shall be rejected. Multiple applications for New Shares shall be liable tobe rejected at the discretion of our Company. If you submit or procure submissions ofmultiple share applications for Offer Shares, Placement Shares or both Offer Shares andPlacement Shares, you may be deemed to have committed an offence under the Penal Code(Chapter 224 of Singapore) and the Securities and Futures Act (Chapter 289 of Singapore)and your applications may be referred to the relevant authorities for investigation. Multipleapplications or those appearing to be or suspected of being multiple applications may berejected at the discretion of our Company.

4. We will not accept applications from any person under the age of 21 years, undischargedbankrupt, sole-proprietorship, partnership, chop or non-corporate body, joint Securities Accountholders of CDP and applicant whose address (furnished in their Application Forms or, in the caseof Electronic Applications, contained in the records of the relevant Participating Banks) bear postoffice box numbers.

5. We will not recognise the existence of a trust. Any application by a trustee or trustees must bemade in his/their own name(s) and without qualification or, where the application is made by wayof an Application Form, in the name(s) of an approved nominee company or approved nomineecompanies after complying with paragraphs 6 and 7 below.

6. WE WILL NOT ACCEPT APPLICATIONS FROM NOMINEES EXCEPT THOSE MADE BYAPPROVED NOMINEE COMPANIES ONLY. Approved nominee companies are defined as banks,merchant banks, finance companies, insurance companies, licensed securities dealers inSingapore and nominee companies controlled by them. Applications made by persons acting asnominees other than approved nominee companies shall be rejected.

7. IF YOU ARE NOT A NOMINEE COMPANY, YOU MUST MAINTAIN A SECURITIES ACCOUNTWITH CDP IN YOUR OWN NAME AT THE TIME OF YOUR APPLICATION. If you do not have anexisting Securities Account with CDP in your own name at the time of your application, yourapplication will be rejected (if you apply by way of an Application Form), or you will not be able tocomplete your Electronic Application (if you apply by way of an Electronic Application). If you havean existing Securities Account but fail to provide your Securities Account number or provide anincorrect Securities Account number in Section B of the Application Form or in your ElectronicApplication, as the case may be, your application is liable to be rejected. Subject to paragraph 8below, your application shall be rejected if your particulars, such as name, NRIC/passport number,nationality and permanent residence status provided in your Application Form or in the records ofthe relevant Participating Bank at the time of your Electronic Application, as the case may be, differfrom those particulars in your Securities Account as maintained with CDP. If you possess morethan one individual direct Securities Account with CDP, your application shall be rejected.

8. If your address as stated in the Application Form or, in the case of an ElectronicApplication, in the records of the relevant Participating Bank, as the case may be, isdifferent from the address registered with CDP, you must inform CDP of your updatedaddress promptly, failing which the notification letter on successful allotment will be sent toyour address last registered with CDP.

9. Our Company reserves the right to reject any application which does not conform strictly tothe instructions set out in the Application Form and in this Prospectus or which does notcomply with the instructions for Electronic Applications or with the terms and conditions ofthis Prospectus or, in the case of an application by way of an Application Form, which isillegible, incomplete, incorrectly completed or which is accompanied by an improperlydrawn remittance or improper form of remittance. Our Company further reserves the rightto treat as valid any application not completed or submitted or effected in all respects inaccordance with the instructions set out in the Application Forms or the instructions forElectronic Application or the terms and conditions of this Prospectus and also to presentfor payment or other processes all remittances at any time after receipt and to have fullaccess to all information relating to, or deriving from, such remittances or the processingthereof.

H-2

10. Our Company reserves the right to reject or to accept, in whole or in part, or to scale down or toballot any application, without assigning any reason therefor, and no enquiry and/orcorrespondence on the decision of our Company will be entertained. This right applies toapplications made by way of Application Forms and by way of Electronic Applications. In decidingthe basis of allotment, which will be at the discretion of our Company, our Company will give dueconsideration to the desirability of allotting the New Shares to a reasonable number of applicantswith a view to establishing an adequate market for the Shares.

11. Share certificates will be registered in the name of CDP and will be forwarded only to CDP. It isexpected that CDP will send to you, at your own risk, within 15 Market Days after the close of theApplication List, a statement of account stating that your Securities Account has been credited withthe number of New Shares allotted to you. This will be the only acknowledgement of applicationmoneys received and is not an acknowledgement by our Company. You irrevocably authorise CDPto complete and sign on your behalf as transferee or renouncee any instrument of transfer and/orother documents required for the issue or transfer of the New Shares allotted to you. Thisauthorisation applies to applications made by way of Application Forms and by way of ElectronicApplications.

12. In the event of an under-subscription for Offer Shares as at the close of the Application List, thatnumber of Offer Shares not subscribed shall be made available to satisfy applications forPlacement Shares to the extent that there is an over-subscription for Placement Shares as at theclose of the Application List.

In the event of an under-subscription for Placement Shares as at the close of the Application List,that number of Placement Shares not subscribed for shall be made available to satisfy applicationsfor Offer Shares to the extent that there is an over-subscription for Offer Shares as at the close ofthe Application List.

In the event of an over-subscription for Offer Shares as at the close of the Application List and/orPlacement Shares are fully subscribed for or over-subscribed as at the close of the ApplicationList, the successful applications for Offer Shares will be determined by ballot or otherwise asdetermined by our Directors and approved by the SGX-ST.

In all the above instances, the basis of allotment of the New Shares as may be decided by ourDirectors in ensuring a reasonable spread of shareholders of our Company, shall be made public,as soon as practicable, via an announcement through SGX-ST and by advertisement in agenerally circulating daily press.

13. In the event that our Company lodges a supplementary or replacement prospectus (“RelevantDocument”) pursuant to the Securities and Futures Act (Chapter 289 of Singapore) or anyapplicable legislation in force from time to time prior to the close of the Invitation, and the NewShares have not been issued to you, we will:

(a) within two days (excluding Saturday, Sunday or public holiday) from the lodgment of theRelevant Document, give you written notice on how to obtain, or arrange to receive, a copyof the Relevant Document and provide you with an option to withdraw your application andtake reasonable steps to make available within a reasonable period, the RelevantDocument, if you have indicated your wish to obtain, or have arranged to receive, a copy ofthe Relevant Document;

(b) within seven days from the lodgment of the Relevant Document give you a copy of theRelevant Document and provide you with an option to withdraw your application; or

(c) treat your application as withdrawn and cancelled, in which case your application shall bedeemed to have been withdrawn and cancelled and pay you all your application moneys(without interest or any share of revenue or other benefit arising therefrom) to you withinseven days from lodgment of the Relevant Document.

H-3

Where you have notified us within 14 days from the date of lodgment of the Relevant Document ofyour wish to exercise your option under paragraph 13(a) above to withdraw your application, weshall pay to you all moneys paid by you on account of your application for the New Shares withoutinterest or any share of revenue or other benefit arising therefrom and at your own risk, withinseven days from the receipt of such notification.

In the event that at the time of the lodgment of the Relevant Document, the New Shares havealready been issued but trading has not commenced, we will either:

(I) within seven days of the lodgment of the Relevant Document give you the RelevantDocument and provide you with an option to return the New Shares; or

(II) subject to compliance with the Bermuda Companies Act and our Bye-laws, treat the issueand/or sale of the New Shares as void, in which case the issue shall be deemed to be voidand we shall refund your application moneys (without interest or any share of revenue orother benefit arising therefrom) to you within seven days from the lodgment of the RelevantDocument.

Where you have notified us within 14 days from the date of lodgment of the Relevant Document ofyour wish to exercise your option under paragraph 13(I) above to return the New Shares issued toyou, you shall return all documents, if any, purporting to be evidence of title to those New Shareswhereupon we shall, subject to compliance with the Bermuda Companies Act and our Bye-laws,pay to you all moneys paid by you on account of your application for the New Shares withoutinterest or any share of revenue or other benefit arising therefrom and at your own risk, withinseven days from the receipt of such notification and documents, if any.

Additional terms and instructions applicable upon the lodgment of the Relevant Document,including instructions on how you can exercise the option to withdraw your application or return theNew Shares issued to you, may be found in such Relevant Document.

14. You irrevocably authorise CDP to disclose the outcome of your application, including the number ofNew Shares allotted to you pursuant to your application, to authorised operators.

15. Any reference to the expression “you” in this section shall include an individual, a corporation, anapproved nominee or trustee applying for Offer Shares by way of an Application Form or by way ofan Electronic Application and a person applying for the Placement Shares through the PlacementAgent.

16. By completing and delivering an Application Form or by making and completing anElectronic Application by (in the case of an ATM Electronic Application) pressing the“Enter” or “Ok” or “Confirm” or “Yes” or any other relevant key on the ATM (as the case maybe) or by (in the case of an Internet Electronic Application) clicking “Submit” or “Continue”or “Yes” or “Confirm” or any other relevant button on the IB website screen (as the casemay be) in accordance with the provisions of this Prospectus, you:

(a) irrevocably offer to subscribe for the number of New Shares specified in your application (orsuch smaller number for which the application is accepted) at the Issue Price and agree thatyou will accept such New Shares as may be allotted to you, in each case on the terms andsubject to the conditions set out in, this Prospectus and the Memorandum of Associationand Bye-laws of our Company;

(b) agree that in the event of any inconsistency between the terms and conditions forapplication set out in this Prospectus and those set out in the ATMs of the ParticipatingBanks, or the IB websites of the relevant Participating Banks, the terms and conditions setout in this Prospectus shall prevail;

(c) agree that the aggregate Issue Price for the New Shares applied for is due and payable toour Company forthwith;

H-4

(d) warrant the truth and accuracy of the information contained, and representations anddeclarations made, in your application, and acknowledge and agree that such information,representations and declarations will be relied on by our Company in determining whether toaccept your application and/or whether to allot any New Shares to you; and

(e) agree and warrant that, if the laws of any jurisdictions outside Singapore are applicable toyour application, you have complied with all such laws and none of our Company, the IssueManager, the Underwriter and the Placement Agent will infringe any such laws as a result ofthe acceptance of your application.

17. Our acceptance of applications will be conditional upon, inter alia, our Company being satisfiedthat:

(a) permission has been granted by the SGX-ST to deal in and for quotation for all our existingShares and the New Shares on the Official List of the SGX-ST;

(b) no Stop Order which directs that no or no further shares to which this Prospectus relate beallotted, has been issued by the Authority under the Securities and Futures Act (Chapter289 of Singapore); and

(c) the Management and Underwriting Agreement and the Placement Agreement referred to inthis Prospectus have become unconditional and have not been terminated or cancelled priorto such date as our Company may determine.

18. In the event that a Stop Order in respect of the New Shares is served by the Authority or othercompetent authority; and:

(a) the New Shares have not been issued, all applications shall be deemed to have beenwithdrawn and cancelled and our Company shall refund the application moneys (withoutinterest or any share of revenue or other benefit arising therefrom) to you within 14 days ofthe date of the Stop Order; or

(b) if the New Shares have already been issued but trading has not commenced, the issue willbe deem void, and

(i) if documents purporting to evidence title had been issued to you, our Company shallinform you to return such documents to our Company within 14 days from the date ofthe Stop Order; and

(ii) we will, subject to compliance with the Bermuda Companies Act and our Bye-laws,refund the application moneys (without interest or any share of revenue or otherbenefit arising therefrom) to you within seven days from the date of receipt of thosedocuments (if applicable) or the date of the stop order, whichever is later.

This shall not apply where only an interim stop order has been served.

In the event that an interim Stop Order in respect of the New Shares is served by the Authority orother competent authority, no New Shares shall be issued to you until the Authority revokes theinterim stop order.

19. The Authority is not able to serve a stop order in respect of the New Shares if the New Shareshave been issued and listed on a securities exchange and trading in them has commenced.

20. We will not hold any applications in reserve.

21. We will not allot Shares on the basis of this Prospectus later than six months after the date ofregistration of this Prospectus.

22. The Issue Price for each Placement Share is S$0.50.

H-5

23. The Issue Price for each Offer Share is S$0.50. All payments in respect of any application forOffer Shares, and all refunds in respect of any unsuccessful applications thereto, shall be made inSingapore currency.

24. Additional terms and conditions for applications by way of Application Forms are set out on pagesH-6 to H-9 of this Prospectus.

25. Additional terms and conditions for applications by way of Electronic Applications are set out onpages H-9 to H-16 of this Prospectus.

26. In the event of any changes in the closure of the Application List or the time period during whichthe Invitation is open, we will publicly announce the same through a SGXNET announcement to beposted on the Internet at the SGX-ST website www.sgx.com and through a paid advertisement ina local newspaper.

ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING APPLICATION FORMS

You shall make an application by way of Application Forms made on and subject to the terms andconditions of this Prospectus including but not limited to the terms and conditions appearing below aswell as those set out under the section on “TERMS, CONDITIONS AND PROCEDURES FORAPPLICATION AND ACCEPTANCE” on pages H-1 to H-6 of this Prospectus, as well as theMemorandum of Association and Bye-laws of our Company.

1. Your application must be made using the WHITE Application Forms for Offer Shares and WHITEofficial envelope “A” and ”B” for the Offer Shares and the BLUE Application Forms for PlacementShares, accompanying and forming part of this Prospectus. We draw your attention to the detailedinstructions contained in the respective Application Forms and this Prospectus for the completionof the Application Forms which must be carefully followed. Our Company reserves the right toreject applications which do not conform strictly to the instructions set out in theApplication Forms and this Prospectus or to the terms and conditions of this Prospectus orwhich are illegible, incomplete, incorrectly completed or which are accompanied byimproperly drawn remittance or improper form of remittance.

2. Your Application Forms must be completed in English. Please type or write clearly in ink usingBLOCK LETTERS.

3. All spaces in the Application Forms except those under the heading “FOR OFFICIAL USE ONLY”must be completed and the words “NOT APPLICABLE” or “N.A.” should be written in any spacethat is not applicable.

4. Individuals, corporations, approved nominee companies and trustees must give their names in full.You must make your application, in the case of individuals, in your full names appearing in youridentity cards (if applicants have such identification documents) or in your passports and, in thecase of corporations, in your full names as registered with a competent authority. If you are a non-individual completing the Application Form under the hand of an official, you must state the nameand capacity in which that official signs. If you are a corporation completing the Application Form,you are required to affix your Common Seal (if any) in accordance with your Memorandum andArticles of Association or equivalent constitutive documents. If you are a corporate applicant andyour application is successful, a copy of your Memorandum and Articles of Association orequivalent constitutive documents must be lodged with our Share Registrar and Share TransferAgent. Our Company reserves the right to require you to produce documentary proof ofidentification for verification purposes.

5. (a) You must complete Sections A and B and sign page 1 of the Application Forms.

(b) You are required to delete either paragraph 7(a) or 7(b) on page 1 of the Application Forms.Where paragraph 7(a) is deleted, you must also complete Section C of the ApplicationForms with particulars of the beneficial owner(s).

H-6

(c) If you fail to make the required declaration in paragraph 7(a) or 7(b), as the case may be, onpage 1 of the Application Forms, your application is liable to be rejected.

6. You (whether you are an individual or corporate applicant, whether incorporated or unincorporatedand wherever incorporated or constituted), will be required to declare whether you are a citizen orpermanent resident of Singapore or a corporation in which citizens or permanent residents ofSingapore or any body corporate constituted under any statute of Singapore have an interest inthe aggregate of more than 50 per cent. (50%) of the issued share capital of or interests in suchcorporation. If you are an approved nominee company, you are required to declare whether thebeneficial owner of the New Shares is a citizen or permanent resident of Singapore or acorporation, whether incorporated or unincorporated and wherever incorporated or constituted, inwhich citizens or permanent residents of Singapore or any body corporate whether incorporated orunincorporated and wherever incorporated or constituted under any statute of Singapore have aninterest in the aggregate of more than 50 per cent. (50%) of the issued share capital of or interestsin such corporation.

7. You may apply for the New Shares using cash only. Each application must be accompanied by aremittance in Singapore currency for the full amount payable, in respect of the number of NewShares applied for, in the form of a BANKER’S DRAFT and CASHIER’S ORDER drawn on abank in Singapore, made out in favour of “CENTRALAND SHARE ISSUE ACCOUNT” crossed“A/C PAYEE ONLY”, and with the name and address of the applicant written clearly on thereverse side. Applications not accompanied by any payment or accompanied by ANY OTHERFORM OF PAYMENT WILL NOT BE ACCEPTED. Remittances bearing the “NOTTRANSFERABLE” or “NON TRANSFERABLE” crossings will be rejected. No acknowledgementof receipt will be issued by our Company, the Issue Manager for applications and applicationmoneys received.

8. Moneys paid in respect of unsuccessful applications are expected to be returned (without interestor any share of revenue or other benefit arising therefrom) to you by ordinary post within threeMarket Days after the close of the Application List at your own risk. Where your application isrejected or accepted in part only, the full amount or the balance of the application moneys, as thecase may be, will be refunded (without interest or any share of revenue or other benefit arisingtherefrom) to you by ordinary post at your own risk within 14 days after the close of the ApplicationList. In the event that the Invitation is cancelled by us following the termination of the Managementand Underwriting Agreement and/or the Placement Agreement, the application moneys receivedwill be refunded (without interest or any share of revenue or other benefit arising therefrom) to youby ordinary post or telegraphic transfer at your own risk within five days of the termination of theInvitation. In the event that the Invitation is cancelled by us following the issuance of a Stop Orderby the Authority, the application moneys received will be refunded (without interest or any share ofrevenue or other benefit arising therefrom) to you by ordinary post or telegraphic transfer at yourown risk within 14 days from the date of the Stop Order.

9. Capitalised terms used in the Application Forms and defined in this Prospectus shall bear themeanings assigned to them in this Prospectus.

10. By completing and delivering the Application Form, you agree that:

(a) in consideration of our Company having distributed the Application Form to you andagreeing to close the Application List at 12.00 noon on 30 January 2008 or such other timeor date as our Company may, in consultation with the Issue Manager, the Underwriter andthe Placement Agent, decide and by completing and delivering the Application Form:

(i) your application is irrevocable; and

(ii) your remittance will be honoured on first presentation and that any moneys returnablemay be held pending clearance of your payment without interest or any share ofrevenue or other benefit arising therefrom;

H-7

(b) all applications, acceptances and contracts resulting therefrom under the Invitation shall begoverned by and construed in accordance with the laws of Singapore and that youirrevocably submit to the non-exclusive jurisdiction of the Singapore courts;

(c) in respect of the New Shares for which your application has been received and not rejected,acceptance of your application shall be constituted by written notification and not otherwise,notwithstanding any remittance being presented for payment by or on behalf of ourCompany;

(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application;

(e) in making your application, reliance is placed solely on the information contained in thisProspectus and none of the Company, the Issue Manager, the Underwriter and thePlacement Agent or any other person involved in the Invitation, shall have any liability forany information not so contained;

(f) you consent to the disclosure of your name, NRIC/passport number, address, nationality,permanent resident status, CDP Securities Account number, the share application amountto our Share Registrar, CDP, SCCS, SGX-ST, our Company, the Issue Manager or otherauthorised operators; and

(g) you irrevocably agree to subscribe for the number of New Shares applied for as stated in theApplication Form or any smaller number of such New Shares that may be allotted to you inrespect of your application. In the event that our Company decide to allot a smaller numberof New Shares or not to allot any New Shares to you, you agree to accept such decision asfinal.

Applications For Offer Shares

1. Your applications for Offer Shares MUST be made using the WHITE Offer Shares ApplicationForms and WHITE official envelopes “A” and “B”. ONLY ONE APPLICATION should be enclosedin each envelope.

2. You must:

(a) enclose the WHITE Offer Shares Application Form, duly completed and signed, togetherwith your remittance in accordance with the terms and conditions of this Prospectus in theWHITE envelope “A” provided;

(b) in the appropriate spaces on WHITE envelope “A”:

(i) write your name and address;

(ii) state the number of Offer Shares applied for;

(iii) tick the relevant box to indicate the form of payment; and

(iv) affix adequate Singapore postage;

(c) SEAL WHITE ENVELOPE “A”;

(d) write, in the special box provided on the larger WHITE envelope “B” addressed toBoardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01,Samsung Hub, Singapore 049483 the number of Offer Shares you have applied for; andinsert WHITE envelope “A” into WHITE envelope “B”, seal WHITE envelope “B” andthereafter DESPATCH BY ORDINARY POST OR DELIVER BY HAND at your own risk toBoardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01,Samsung Hub, Singapore 049483, to arrive by 12.00 noon on 30 January 2008 or such

H-8

other time as our Company may, in consultation with the Issue Manager, theUnderwriter and the Placement Agent, decide. Local Urgent Mail or Registered Postmust NOT be used. No acknowledgement of receipt will be issued for any application orremittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or which are not honoured upon their presentation are liable to be rejected.

4. ONLY ONE APPLICATION should be enclosed in each envelope.

Applications For Placement Shares

1. Your application for Placement Shares MUST be made using the BLUE Placement SharesApplication Forms. ONLY ONE APPLICATION should be enclosed in each envelope.

2. The completed BLUE Placement Shares Application Form and your correct remittance (inaccordance with the terms and conditions of this Prospectus) with your name and address writtenclearly on the reverse side, must be enclosed and sealed in an envelope to be provided by you.The sealed envelope must be DESPATCHED BY ORDINARY POST OR DELIVERED BY HANDat your own risk to Boardroom Corporate & Advisory Services Pte. Ltd., 3 Church Street, #08-01, Samsung Hub, Singapore 049483, to arrive by 12.00 noon on 30 January 2008 or suchother time as our Company may, in consultation with the Issue Manager, the Underwriterand the Placement Agent, decide. Local Urgent Mail or Registered Post must NOT be used.No acknowledgement of receipt will be issued for any application or remittance received.

3. Applications that are illegible, incomplete or incorrectly completed or accompanied by improperlydrawn remittances or which are not honoured upon their presentation are liable to be rejected.

4. ONLY ONE APPLICATION should be enclosed in each envelope.

ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS

The procedures for Electronic Applications are set out on the ATM screens (in the case on ATMElectronic Applications) and the IB website screens (in the case of Internet Electronic Applications) of therelevant Participating Banks. Currently, DBS Bank and the UOB Group are the only Participating Banksthrough which Internet Electronic Applications can be made. For illustration purposes, the procedures forElectronic Applications through ATMs of DBS Bank and the IB website of DBS Bank are set outrespectively in “Steps for Electronic Applications Through ATMs Of DBS Bank” and “Steps For InternetElectronic Application For Offer Shares Through The IB website of DBS Bank” (the “Steps”) appearing onpages H-14 to H-16 of this Prospectus.

The Steps set out the actions that you must take at an ATM or IB website of DBS Bank to complete anElectronic Application. Please read carefully the terms of this Prospectus, the Steps and the terms andconditions for Electronic Applications set out below before making an Electronic Application. Anyreference to “you” in the additional terms and conditions for Electronic Applications and the Steps shallrefer to you making an application for Offer Shares through an ATM or the IB website of a relevantParticipating Bank.

You must have an existing bank account with and be an ATM cardholder of one of the ParticipatingBanks before you can make an Electronic Application at the ATMs. An ATM card issued by oneParticipating Bank cannot be used to apply for Offer Shares at an ATM belonging to other ParticipatingBanks. For an Internet Electronic Application, you must have an existing bank account with and an IBUser Identification (“User ID”) and a Personal Identification Number/Password given by a relevantParticipating Bank. The Steps set out the actions that you must take at ATMs of DBS Bank or the IBwebsite of DBS Bank to complete an Electronic Application. The actions that you must take at ATMs orthe IB websites of other Participating Banks are set out on the ATM screens or the IB website screens ofthe relevant Participating Banks. Upon the completion of your Electronic Application transaction, you willreceive an ATM transaction slip (“Transaction Record”), confirming the details of your Electronic

H-9

Application. Upon completion of your Internet Electronic Application, there will be an on-screenconfirmation (“Confirmation Screen”) of the application which you can print out for your record. TheTransaction Record or your printed record of the Confirmation Screen is for your retention and should notbe submitted with any Application Form.

You must ensure that you enter your own Securities Account number when using the ATM card issued toyou in your own name. If you fail to use your own ATM card or if you do not key in your own SecuritiesAccount number, your application will be rejected. If you operate a joint bank account with any of theParticipating Banks, you must ensure that you enter your own Securities Account number when using theATM card issued to you in your own name. Using your own Securities Account number with an ATM cardwhich is not issued to you in your own name will render your Electronic Application liable to be rejected.

You must ensure, when making an Internet Electronic Application, that your mailing address is inSingapore and the application is being made in Singapore and you will be asked to declare accordingly.Otherwise, your application is liable to be rejected. You shall make an Electronic Application on theterms and subject to the conditions of this Prospectus including but not limited to the terms andconditions appearing below and those set out under the section on “TERMS, CONDITIONS ANDPROCEDURES FOR APPLICATION AND ACCEPTANCE” on pages H-1 to H-16 of this Prospectus aswell as the Memorandum of Association and Bye-laws of our Company.

1. In connection with your Electronic Application for Offer Shares, you are required to confirmstatements to the following effect in the course of activating the ATM for your ElectronicApplication:

(a) that you have received a copy of this Prospectus (in the case of an ATM ElectronicApplication only) and have read, understood and agreed to all the terms andconditions of application for Offer Shares and this Prospectus prior to effecting theElectronic Application and agree to be bound by the same;

(b) that you consent to the disclosure of your name, NRIC/passport number, address,nationality, permanent resident status, CDP Securities Account number, and shareapplication amount (the “Relevant Particulars”) from your account with thatParticipating Bank to the Share Registrar, CDP, SCCS, our Company, the IssueManager (the “Relevant Parties”); and

(c) that this is your only application and it is made in your own name and at your ownrisk.

2. Your application will not be successfully completed and cannot be recorded as a completedtransaction in the ATM unless you press the “Enter” or “OK” or “Confirm” or “Yes” key. By doing so,you shall be treated as signifying your confirmation of each of the above three statements. Inrespect of statement 1(b) above, your confirmation, by pressing the “Enter” or “OK” or “Confirm” or“Yes” key, shall signify and shall be treated as your written permission, given in accordance withthe relevant laws of Singapore including Section 47(2) of the Banking Act (Chapter 19 ofSingapore) to the disclosure by that Participating Bank of the Relevant Particulars to the RelevantParties.

3. BY MAKING AN ELECTRONIC APPLICATION, YOU CONFIRM THAT YOU ARE NOT APPLYINGFOR OFFER SHARES AS NOMINEE OF ANY OTHER PERSON AND THAT ANY ELECTRONICAPPLICATION THAT YOU MAKE IS THE ONLY APPLICATION MADE BY YOU AS BENEFICIALOWNER.

YOU SHOULD MAKE ONLY ONE ELECTRONIC APPLICATION FOR OFFER SHARES ANDSHOULD NOT MAKE ANY OTHER APPLICATION FOR OFFER SHARES, WHETHER AT THEATM OR THE IB WEBSITES OF ANY PARTICIPATING BANK OR ON THE APPLICATIONFORMS. IF YOU HAVE MADE AN APPLICATION FOR OFFER SHARES ON AN APPLICATIONFORM, YOU SHALL NOT MAKE AN ELECTRONIC APPLICATION FOR OFFER SHARES ANDVICE VERSA.

H-10

4. You must have sufficient funds in your bank account with your Participating Bank at the time youmake your Electronic Application, failing which your Electronic Application will not be completed.

Any Electronic Application which does not conform strictly to the instructions set out onthe screens of the ATM or IB website through which your Electronic Application is beingmade shall be rejected.

5. You may make an ATM Electronic Application at the ATM of any Participating Bank or an InternetElectronic Application at the IB website of the relevant Participating Bank for the Offer Sharesusing only cash by authorising such Participating Bank to deduct the full amount payable from youraccount with such Participating Bank.

6. You irrevocably agree and undertake to subscribe for and to accept the number of Offer Sharesapplied for as stated on the Transaction Record or the Confirmation Screen or any lesser numberof Offer Shares that may be allotted to you in respect of your Electronic Application. In the eventthat our Company decides to allot any lesser number of such Offer Shares or not to allot any OfferShare to you, you agree to accept such decision as final. If your Electronic Application issuccessful, your confirmation (by your action of pressing the “Enter” or “OK” or “Confirm” or “Yes”or any other relevant key on the ATM or clicking “Confirm” or “OK” or “Submit” or “Continue” or“Yes” or any other relevant button on the IB website screen) of the number of Offer Shares appliedfor shall signify and shall be treated as your acceptance of the number of Offer Shares that may beallotted to you and your agreement to be bound by the Memorandum of Association and Bye-lawsof our Company.

7. We will not keep any application in reserve. Where your Electronic Application is unsuccessful,the full amount of the application moneys will be refunded in Singapore dollars (without interest orany share of revenue or other benefit arising therefrom) to you by being automatically credited toyour account with your Participating Bank within 24 hours of balloting of applications. Trading isexpected to commence after such refund has been made.

Where your Electronic Application is rejected or accepted in part only, the full amount or thebalance of the application moneys, as the case may be, will be refunded in Singapore dollars(without interest or any share of revenue or other benefit arising therefrom) to you by beingautomatically credited to your account with your Participating Bank within 14 days after the closeof the Application List.

Responsibility for timely refund of application moneys arising from unsuccessful orpartially successful Electronic Applications lies solely with the respective ParticipatingBanks. Therefore, you are strongly advised to consult your Participating Bank as to thestatus of your Electronic Application and/or the refund of any moneys to you fromunsuccessful or partially successful Electronic Application, to determine the exact numberof Offer Shares allotted to you (if any) before trading the Offer Shares on the SGX-ST. Youmay also call CDP Phone at 6535 7511 to check the provisional results of your applicationby using your T-pin (issued by CDP upon application for the service) and keying in thestock code (that will be made available together with the results of the allotment and/orallocation via an announcement through the SGX-ST and by advertisement in a generallycirculating daily press). To sign up for this service, you may contact CDP customer serviceofficers. Neither SGX-ST, CDP, SCCS, the Participating Banks, our Company or the IssueManager assume any responsibility for any loss that may be incurred as a result of youhaving to cover any net sell positions or from buy-in procedures activated by SGX-ST.

H-11

8. If your Electronic Application is unsuccessful, no notification will be sent by the relevantParticipating Banks.If your Electronic Application is unsuccessful, no notification will be sent by such ParticipatingBank.

ServiceBank Telephone Available at Operating Hours expected from

DBS Bank 1800 339 6666 Internet Banking 24 hours a day Evening of the(for POSB balloting dayaccount holders)

1800 111 1111 http://www.dbs.com(for DBS accountholders)

OCBC Bank 1800 363 3333 ATM/Phone Banking/ 24 hours a day Evening of theInternet Banking balloting dayhttp://www.ocbc.com(1)

UOB Group 1800 222 2121 ATM (Other Transactions ATM/ Evening of the– “IPO Enquiry”)(2) Phone Banking balloting day

24 hours

http://www.uobgroup.com(2) & (3) Internet Evening of theBanking balloting day24 hours a day

(1) If you have made your Electronic Application through the ATMs of OCBC Bank, you may check the result of yourapplication through the same channels listed in the table above.

(2) If you make your Internet Electronic Applications through the IB website of UOB Group, you may check the result ofyour application through the same channels listed in the table above in relation to ATM Electronic Applications madeat ATMs of UOB Group.

(3) If you make your Electronic Application through the ATMs or IB website of UOB Group, you may check the result ofyour application through UOB Personal Internet Banking, UOB Group ATMs or UOB PhoneBanking Services.

9. Electronic Applications shall close at 12.00 noon on 30 January 2008 or such other time asour Company may, in consultation with the Issue Manager, the Underwriter and thePlacement Agent, decide. An Internet Electronic Application is deemed to be received only uponits completion, that is, when there is an on-screen confirmation of the application.

10. You are deemed to have irrevocably requested and authorised our Company to:

(a) register the Offer Shares allotted to you in the name of CDP for deposit into your SecuritiesAccount;

(b) send the relevant Share certificate(s) to CDP;

(c) return or refund (without interest or any share of revenue earned or other benefit arisingtherefrom) the application moneys, should your Electronic Application be unsuccessful, byautomatically crediting your bank account with your Participating Bank with the relevantamount within 24 hours of balloting of applications; and

(d) return or refund (without interest or any share of revenue or other benefit arising therefrom)the balance of the application moneys, should your Electronic Application be accepted inpart only, by automatically crediting your bank account with your Participating Bank with therelevant amount within 14 days after the close of the Application List.

H-12

11. You irrevocably agree and acknowledge that your Electronic Application is subject to risks ofelectrical, electronic, technical and computer-related faults and breakdowns, fires, acts of God andother events beyond the control of the Participating Banks, our Company, the Issue Manager andif, in any such event, our Company, the Issue Manager and/or the relevant Participating Bank donot receive your Electronic Application or tape or any other devices containing such data, or datarelating to your Electronic Application is lost, corrupted or not otherwise accessible, whether whollyor partially for whatever reason, you shall be deemed not to have made an Electronic Applicationand you shall have no claim whatsoever against our Company, the Issue Manager and/or therelevant Participating Bank for Offer Shares applied for or for any compensation, loss or damage.

12. We do not recognise the existence of a trust. Any Electronic Application by a trustee must bemade in your own name and without qualification. Our Company will reject any application by anyperson acting as nominee except those made by approved nominee companies only.

13. All your particulars in the records of your Participating Bank at the time you make your ElectronicApplication shall be deemed to be true and correct and your Participating Bank and the RelevantParties shall be entitled to rely on the accuracy thereof. If there has been any change in yourparticulars after making your Electronic Application, you shall promptly notify your ParticipatingBank.

14. You should ensure that your personal particulars as recorded by both CDP and the relevantParticipating Bank are correct and identical, otherwise, your Electronic Application is liableto be rejected. You should promptly inform CDP of any change in address, failing which thenotification letter on successful allotment and/or allocation will be sent to your address lastregistered with CDP.

15. By making and completing an Electronic Application, you are deemed to have agreed that:

(a) in consideration of our Company making available the Electronic Application facility, throughthe Participating Banks acting as the agents of our Company, at the ATMs and the IBwebsites (if any):

(i) your Electronic Application is irrevocable; and

(ii) your Electronic Application, our acceptance and the contract resulting therefrom underthe Invitation shall be governed by and construed in accordance with the laws ofSingapore and you irrevocably submit to the non-exclusive jurisdiction of theSingapore courts;

(b) none of our Company, the Issue Manager or the Participating Banks shall be liable for anydelays, failures or inaccuracies in the recording, storage or in the transmission or delivery ofdata relating to your Electronic Application to our Company or CDP due to breakdowns orfailure of transmission, delivery or communication facilities or any risks referred to inparagraph 11 above or to any cause beyond their respective controls;

(c) in respect of Offer Shares for which your Electronic Application has been successfullycompleted and not rejected, acceptance of your Electronic Application shall be constitutedby written notification by or on behalf of our Company and not otherwise, notwithstandingany payment received by or on behalf of our Company;

(d) you will not be entitled to exercise any remedy of rescission for misrepresentation at anytime after acceptance of your application; and

(e) reliance is placed solely on information contained in this Prospectus and that none of ourCompany, the Issue Manager, the Underwriter and the Placement Agent nor any otherperson involved in the Invitation shall have any liability for any information not so contained.

H-13

Steps For Electronic Applications for Offer Shares through ATMs of DBS Bank

Instructions for ATM Electronic Applications will appear on the ATM screens of the Participating Bank. Forillustration purposes, the steps for making an ATM Electronic Application through a DBS or POSB ATMare shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”, “appln”,“&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”, “SGX-ST” and“Number” respectively). Instructions for ATM Electronic Applications on the ATM screens of ParticipatingBanks (other than DBS (including POSB ATMs)), may differ slightly from those represented below,

Step 1 : Insert your personal DBS or POSB ATM Card

2 : Enter your Personal Identification Number

3 : Select “MORE SERVICES”

4 : Select “LANGUAGE” (for customers using multi-language card)

5 : Select “ESA-IPO SHARE”

6 : Select “ELECTRONIC SECURITY APPLICATION (IPOS/BONDS/ST-NOTES/SECURITIES)”

7 : Read and understand the following statements which will appear on the screen:

THE OFFER OF SECURITIES (OR UNITS OF SECURITIES) WILL BE MADE IN,OR ACCOMPANIED BY, A COPY OF THE PROSPECTUS/DOCUMENT ORPROFILE STATEMENT (AND IF APPLICABLE, A COPY OF THE REPLACEMENTOR SUPPLEMENTARY PROSPECTUS/DOCUMENT OR PROFILE STATEMENT)WHICH CAN BE OBTAINED FROM ANY DBS/POSB BRANCH IN SINGAPOREAND, WHERE APPLICABLE, THE VARIOUS PARTICIPATING BANKS DURINGBANKING HOURS, SUBJECT TO AVAILABILITY.

ANYONE WISHING TO ACQUIRE THESE SECURITIES (OR UNITS OFSECURITIES) SHOULD READ THE PROSPECTUS/DOCUMENT OR PROFILESTATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE) BEFORESUBMITTING HIS APPLICATION WHICH WILL NEED TO BE MADE IN THEMANNER SET OUT IN THE PROSPECTUS/DOCUMENT OR PROFILESTATEMENT (AS SUPPLEMENTED OR REPLACED, IF APPLICABLE). A COPYOF THE PROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IFAPPLICABLE, A COPY OF THE REPLACEMENT OR SUPPLEMENTARYPROSPECTUS/DOCUMENT OR PROFILE STATEMENT HAS BEEN LODGEDWITH AND REGISTERED BY THE MONETARY AUTHORITY OF SINGAPOREWHO ASSUMES NO RESPONSIBILITY FOR ITS OR THEIR CONTENTS.

Press the “ENTER” key to confirm that you have read and understood.

8 : Select “CENLAND” to display details

9 : Press the “ENTER” key to acknowledge:

YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL TERMS OF THEAPPLICATION AND PROSPECTUS/DOCUMENT OR PROFILE STATEMENT,AND IF APPLICABLE, THE REPLACEMENT OR SUPPLEMENTARYPROSPECTUS/DOCUMENT OR PROFILE STATEMENT.

H-14

YOU CONSENT TO DISCLOSE YOUR NAME, NRIC/PASSPORT NO., ADDRESS,NATIONALITY, CDP SECURITIES A/C NO., CPF INVESTMENT A/C NO. ANDSECURITY APPLICATION AMOUNT FROM YOUR BANK ACCOUNT(S) TOSHARE AND SHARE APPLN AMOUNT FROM YOUR BANK A/C(S) TO SHAREREGISTRARS, SGX, SCCS, CDP, CPF AND THE ISSUER/VENDOR(S).

FOR THE FIXED AND MAX PRICE SECURITY APPLICATION, THIS IS YOURONLY APPLICATION AND IT IS MADE IN YOUR OWN NAME AND AT YOUROWN RISK.

THE MAXIMUM PRICE FOR EACH SHARE IS PAYABLE IN FULL ONAPPLICATION AND SUBJECT TO REFUND IF THE FINAL PRICE IS LOWER.

FOR TENDER SECURITY APPLICATIONS, THIS IS YOUR ONLY APPLICATIONAT THE SELECTED TENDER PRICE AND IT IS MADE IN YOUR OWN NAMEAND AT YOUR OWN RISK.

YOU ARE NOT A US PERSON AS REFERRED TO IN THEPROSPECTUS/DOCUMENT OR PROFILE STATEMENT, AND IF APPLICABLE,THE REPLACEMENT OR SUPPLEMENTARY PROSPECTUS/DOCUMENT ORPROFILE STATEMENT.

THERE MAY BE A LIMIT ON THE MAXIMUM NUMBER OF SECURITIES THATYOU CAN APPLY FOR SUBJECT TO AVAILABILITY, YOU MAY BE ALLOCATEDA SMALLER NUMBER OF SECURITIES THAN YOU APPLIED FOR OR (IN THECASE OF AN EARLIER CLOSURE UPON FULL SUBSCRIPTION) YOURAPPLICATION MAY BE REJECTED IF ALL THE AVAILABLE SECURITIES HAVEBEEN FULLY ALLOCATED TO EARLIER APPLICANTS.

10 : Select your nationality

11 : Select the DBS Bank account (Autosave/Current/Savings/Savings Plus) or thePOSBank account (current/savings) from which to debit your application monies

12 : Enter the number of securities you wish to apply for using cash

13 : Enter or confirm (if your CDP Securities Account number has already been stored inDBS Bank’s records) your own 12-digit CDP Securities Account number. (Note: Thisstep will be omitted automatically if your CDP Securities Account number has alreadybeen stored in the Bank’s records)

14 : Check the details of your share application, your NRIC or Passport Number and CDPSecurities Account number and number of securities on the screen and press the“ENTER” key to confirm application

15 : Remove the Transaction Record for your reference and retention only

Steps For An Internet Electronic Application For Offer Shares Through The IB Website Of DBSBank

For illustration purposes, the steps for making an Internet Electronic Application through the DBS IBwebsite is shown below. Certain words appearing on the screen are in abbreviated form (“A/c”, “amt”,“appln”, “&”, “I/C”, “SGX” and “No.” refer to “Account”, “amount”, “application”, “and”, “NRIC”, “SGX-ST”and “Number” respectively).

Step 1 : Click on to DBS Bank website (www.dbs.com)

2 : Login to Internet Banking

3 : Enter your User ID and PIN

H-15

4 : Select “Electronic Security Application (ESA)”

5 : Click “Yes” to proceed and to warrant, inter alia, that you are currently in Singapore, youhave observed and complied with all applicable laws and regulations and that yourmailing address for DBS Internet Banking is in Singapore and that you are not a USperson (as such term is defined in Regulation S under the US Securities Act of 1993,as amended)

6 : Select your country of residence and click “I confirm”

7 : Click on “CENTRALAND” and click the “Submit” button

8 : Click “I Confirm” to confirm, inter alia:

(a) You have read, understood and agreed to all terms of application and theProspectus/Document or Profile Statement and if applicable, the Supplementary orReplacement Prospectus/Document or Profile Statement;

(b) You consent to disclose your name, IC or passport number, address, nationality,CDP Securities Account number, CPF Investment account number (if applicable)and securities application amount from your DBS/POSB Account(s) to registrars ofsecurities, SGX, SCCS, CDP, CPF Board and issuer/ vendor(s);

(c) You are not a US person (as such term defined in Regulation S under the USSecurities Act of 1933, as amended);

(d) You understand that the securities mentioned herein have not been and will not beregistered under the United States Securities Act of 1993 as amended (the “USSecurities Act”) or the securities laws of any state of the United States and maynot be offered or sold in the United States or to, or for the account or benefit of any“US person” (as defined in the Regulation S under the US Securities Act) exceptpursuant to an exemption from or in a transaction subject to, the registrationrequirements of the US Securities Act and applicable state securities laws. Thesewill be no public offer of the securities mentioned herein in the United States. Anyfailure to comply with this restriction may constitute a violation of the United Statessecurities laws;

(e) This application is made in your name and at your own risk; and

(f) For FIXED/MAX price share application, this is your only application. For TENDERprice securities application, this is your only application at the selected tenderprice.

9 : Fill in details for share application and click “Submit”

10 : Check details of your share application, your I/C/passport No. and click “OK” to confirmyour application

11 : Print Confirmation Screen (optional) for your reference & retention only

H-16

A Premium Brand Property Developer in Zhengzhou City

CENTRALAND LIMITED中部大观地产有限公司*(Incorporated in Bermuda on 28 September 2007)

(Company Registration No: 40770)

Invitation in respect of 245,000,000 New Shares of HK$0.40 each as follows:

(i) 5,000,000 Offer Shares at S$0.50 each by way of public offer; and

(ii) 240,000,000 Placement Shares at S$0.50 each by way of placement,

payable in full on application.


PROSPECTUS DATED 22 JANUARY 2008(registered by the Monetary Authority of Singapore on 22 January 2008)

This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional adviser.

We have made an application to the Singapore Exchange Securities Trading Limited (“SGX-ST”) for permission to deal in and for quotation of the ordinary shares of HK$0.40 each (the “Shares”) in the capital of CentraLand Limited (the “Company”) already issued and the new Shares (the “New Shares”) which are the subject of this Invitation (as defined herein). Such permission will be granted when we have been admitted to the Official List of SGX-ST. The dealing in and quotation of the Shares will be in Singapore dollars.

Acceptance of applications will be conditional upon, inter alia, permission being granted to deal in, and for quotation of, all of the existing issued Shares, and the New Shares. If the completion of the Invitation does not occur because the SGX-ST’s permission is not granted or for any other reasons, monies paid in respect of any application accepted will be returned to you, subject to applicable laws, at your own risk, without interest or any share of revenue or other benefit arising therefrom and you will not have any claims whatsoever against us, the Issue Manager, the Underwriter or the Placement Agent (all as defined herein).

The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company and its subsidiaries, our Shares and the New Shares.

A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore (the ‘‘Authority’’) on 19 December 2007 and 22 January 2008 respectively. The Authority assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the Authority does not imply that the Securities and Futures Act (Chapter 289) of Singapore, or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of our Shares or the New Shares, as the case may be, being offered for investment.

The Bermuda Monetary Authority has given its consent to the issue of the New Shares pursuant to the Invitation on the terms referred to in this Prospectus. A copy of this Prospectus will be filed with the Registrar of Companies in Bermuda. The Bermuda Monetary Authority in granting such permission and the Registrar of Companies in Bermuda in accepting this Prospectus for filing accept no responsibility for the financial soundness of our Group (as defined herein) or any proposal or for the correctness of any of the statements made or opinions expressed herein or any other documents.

Investing in our Shares involves risks which are described in the section entitled “Risk Factors” in this Prospectus. No Shares will be allotted on the basis of this Prospectus later than six months after the date of registration of this Prospectus by the Authority.

OUR BUSINESS

• We are a premium brand property developer in Zhengzhou city, the provincial capital of Henan Province, which is one of the most populated provinces in the PRC.

• We are engaged principally in the development and sale of residential and commercial properties. In addition, we also derive rental income through leasing some of our properties.

• Currently, we are involved in two main property developments: Guoling Shanshui (果岭山水), a self-contained, high-end integrated property development, and J-Expo (金智•万博商城), a commercial property project with retail and office units.

OUR PROPERTY DEVELOPMENTSGuoling Shanshui (果岭山水)

• Guoling Shanshui (果岭山水) is our Group’s self-contained, high-end integrated property development targeted for sale primarily to the middle and higher-income purchasers.

• With a total site area of approximately 1.87 million sq m, Guoling Shanshui (果岭山水) is located approximately 5 km away from the south bank of the Yellow River, where the Yellow River Scenic Area (黄河风景区) is located and 15 minutes drive away via a highway by city dwellers from Zhengzhou city.

• Guoling Shanshui (果岭山水) will be built in various phases and comprise low-density luxury detached houses, townhouses, apartments and commercial retail units. Leveraging on the scenic landscape including lakes, rivers, natural floral and fauna and also the existing miniature replicas of famous Chinese historical architectures, Guoling Shanshui (果岭山水) is designed according to our vision of creating a self-contained, high-end development, featuring modern resort-theme home concept.

• As at 7 December 2007, we have completed construction of Phase I and Phase II of Guoling Shanshui (果岭山水), occupying a total site area and saleable GFA of approximately 276,735 sq m and 160,828 sq m respectively. Details of the two phases are set out below:

Name of Property Development

Type of Development

Total site area (sq m)

Total saleable GFA (sq m)

Total GFA sold as of 7 December 2007 (sq m)

Project Completion Date

Phase I: Mufu (睦府)

Low-rise apartments

40,085 39,289 36,922 4Q2005

Phase I: Yongfu (雍府)

Low-density luxury detached houses

66,316 18,665 18,204 2Q2007

Phase II: Huguang Shanse (湖光山色)

Low-rise apartments and commercial retail units

97,334 67,701 60,637 3Q2007

Phase II: Xinyu Lanwan (心屿澜湾)

Low-rise apartments and townhouses

73,000 35,173 26,839 3Q2007

Total 276,735 160,828 142,602

Issue Manager

(Company Registration No: 200404514G)

Underwriter and Placement Agent

(Company Registration No: 197000447W)

Tel: +86 (371) 6389 0406Fax: +86 (371) 6389 0345

CentraLand Limited No. 86 South Bank of Yellow River

Huiji DistrictZhengzhou cityHenan Province

The People’s Republic of China 450042

CE

NT

RA

LA

ND

LIM

ITE

D

Centraland IPO Final

Documents

Transcript of Centraland IPO Final