SPG LAND (HOLDINGS) LIMITED盛高置地（控股）有限公司

(Incorporated in the Cayman Islands with limited liability)(Stock Code: 337)

Board of Directors:Executive DirectorsWang Weixian (Chairman)Wang Xuling

Independent Non-Executive DirectorsCheong Ying Chew, HenryFong Wo, Felix, JPJiang Simon X.Kwan Kai Cheong

Registered office:Cricket SquareHutchins Drive, P.O. Box 2681Grand Cayman, KY1-1111Cayman Islands

Principal place of business in Hong Kong:Unit 5711, 57/FThe Center99 Queen’s Road CentralHong Kong

11 July 2013

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR:(1) SUBSCRIPTION OF SHARES BY

THE SUBSCRIBER, SPECIFIC MANDATE ANDAPPLICATION FOR THE GRANTING OF

THE WHITEWASH WAIVER(2) DISPOSAL OF THE ENTIRE INTEREST IN DELTA LINK

(CONSTITUTING A MAJOR TRANSACTION, CONNECTEDTRANSACTION AND SPECIAL DEAL)

(3) SHARE CAPITAL INCREASE(4) ISSUE OF BONUS SHARES(5) SHARE CONSOLIDATION

(6) PAYMENT OF SPECIAL DIVIDEND(7) CHANGE OF NAME

1 INTRODUCTION

On 8 May 2013, the Company and the Subscriber jointly announced that:

(a) the Company (as issuer) and the Subscriber (as subscriber) entered into theSubscription Agreement, pursuant to which the Company conditionally agreed to

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issue, and the Subscriber conditionally agreed to subscribe for, the SubscriptionShares (at the Subscription Price of HK$1.90 per Subscription Share) for a total cashconsideration of approximately HK$2,996 million; and

(b) the Company (as vendor), the Purchaser (as purchaser) and Mr. Wang (ascovenantor) entered into the SPA, pursuant to which the Company conditionallyagreed to sell, and the Purchaser conditionally agreed to purchase, the entire issuedshare capital of Delta Link and the Shareholder Loans for a total consideration ofapproximately RMB1,077 million (which is equivalent to approximately HK$1,340million).

Following the Subscription Completion, the Shares held by each of the Subscriber and Mr.Wang (including the Shares held by the Relevant Recipients) would not count towards thepublic float under the Listing Rules. In order to facilitate the maintenance of the PublicFloat Requirement, the Company is proposing to implement the Bonus Issue (in respect ofwhich Mr. Wang has undertaken to procure that the Relevant Recipients will be issuedwith non-voting CPS only) before the Subscription Completion, and to issue theSubscription CPS to the Subscriber at the Subscription Completion.

As the issue of the Bonus Shares will result in an increase in the total number of issuedShares and therefore a corresponding decrease of the trading price of the Shares on a perShare basis, the Company is proposing to implement the Share Consolidation (effectivelyon the same ratio as the Bonus Issue) soon after the Bonus Issue, in order to off-set theprice reduction effect of the Bonus Issue on a per Share basis. The Share Capital Increaseand the Amendments are being proposed in order to implement the Subscription and theBonus Issue.

As part of the Transactions, the Company also proposes to pay the Special Dividend (withan aggregate amount of approximately HK$1,340 million) to the Shareholders and the CPSHolders whose names appear on the Register on the Dividend Record Date (other than theSubscriber), in order to allow Shareholders to receive a cash benefit from the Transactionsand to facilitate the Disposal Completion.

The purpose of this Circular is to provide the Shareholders with, among other things: (a)further information about the Transactions; (b) the letter of recommendation from the IBC;(c) the letter of advice from the IFA in respect of the Subscription, the Whitewash Waiver,the Disposal, the Special Deal and the Special Dividend; (d) the notice of the EGM; and (e)other information required by the Listing Rules and the Code.

2 SUBSCRIPTION

2.1 SUBSCRIPTION AGREEMENT

Date

8 May 2013

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Parties

(1) The Company (as issuer)

(2) The Subscriber (as subscriber)

To the best of the knowledge, information and belief of the Directors having made allreasonable enquiries, the Subscriber is a third party independent of the Company and itsconnected persons.

The Subscription

On 8 May 2013, the Company and the Subscriber entered into the Subscription Agreement,pursuant to which the Company conditionally agreed to issue, and the Subscriberconditionally agreed to subscribe for, the Subscription Shares (at the Subscription Price ofHK$1.90 per Subscription Share) for a total cash consideration of HK$2,995,715,577.10.

The Subscription Shares represent: (a) approximately 60% of the entire issued sharecapital of the Company and approximately 60% of the voting rights of the Company(assuming no CPS have been converted into Shares); and (b) approximately 60% of theentire issued share capital of the Company and approximately 60% of the voting rights ofthe Company (assuming all the CPS have been converted into Shares in full), in each caseas enlarged by the Subscription Shares.

The aggregate nominal value of the Subscription Shares is HK$157,669,240.90.

Subscription Price

The Subscription Price for the Subscription is HK$1.90 per Subscription Share (whichtakes into account the factors set out in the sub-section headed “Basis for Determining theSubscription Price” below, including the waiver by the Subscriber of all its rights andinterests to participate in the proposed Special Dividend of HK$1.275 per ConsolidatedShare, in respect of the Subscription Shares).

The Subscription Price, ignoring the effect of the proposed Special Dividend which theSubscriber will not participate in respect of the Subscription Shares, represents:

(a) a discount of approximately 74.2% to the closing price of HK$7.370 per Share on theLatest Practicable Date;

(b) a discount of approximately 50.3% to the closing price of HK$3.820 per Share on theLast Trading Day;

(c) a discount of approximately 44.0% to the average closing price of HK$3.390 perShare for the last five consecutive Trading Days immediately prior to and includingthe Last Trading Day;

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(d) a discount of approximately 38.4% to the average closing price of HK$3.082 perShare for the last 10 consecutive Trading Days immediately prior to and includingthe Last Trading Day;

(e) a discount of approximately 35.0% to the average closing price of HK$2.922 perShare for the last 30 consecutive Trading Days immediately prior to and includingthe Last Trading Day;

(f) a discount of approximately 33.9% to the average closing price of HK$2.877 perShare for the last 60 consecutive Trading Days immediately prior to and includingthe Last Trading Day;

(g) a discount of approximately 27.2% to the average closing price of HK$2.611 perShare for the last 90 consecutive Trading Days immediately prior to and includingthe Last Trading Day;

(h) a discount of approximately 11.8% to the average closing price of HK$2.155 perShare for the last 180 consecutive Trading Days immediately prior to and includingthe Last Trading Day; and

(i) a discount of approximately 62.5% to the NAV of approximately HK$5.063 per Shareas at 31 December 2012.

The Subscription Price, in comparison to the adjusted trading prices of Shares to take intoaccount the effect of the proposed Special Dividend, represents:

(a) a discount of approximately 68.8% to the Adjusted Closing price of HK$6.095 perShare on the Latest Practicable Date;

(b) a discount of approximately 25.3% to the Adjusted Closing Price of HK$2.545 perShare on the Last Trading Day;

(c) a discount of approximately 10.2% to the average Adjusted Closing Price ofHK$2.115 per Share for the last five consecutive Trading Days immediately prior toand including the Last Trading Day;

(d) a premium of approximately 5.1% over the average Adjusted Closing Price ofHK$1.807 per Share for the last 10 consecutive Trading Days immediately prior toand including the Last Trading Day;

(e) a premium of approximately 15.4% over the average Adjusted Closing Price ofHK$1.647 per Share for the last 30 consecutive Trading Days immediately prior toand including the Last Trading Day;

(f) a premium of approximately 18.6% over the average Adjusted Closing Price ofHK$1.602 per Share for the last 60 consecutive Trading Days immediately prior toand including the Last Trading Day;

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(g) a premium of approximately 42.2% over the average Adjusted Closing price ofHK$1.336 per Share for the last 90 consecutive Trading Days immediately prior toand including the Last Trading Day;

(h) a premium of approximately 116.0% over the average Adjusted Closing Price ofHK$0.880 per Share for the last 180 consecutive Trading Days immediately prior toand including the Last Trading Day; and

(i) a discount of approximately 49.8% to the Adjusted NAV of approximately HK$3.788per Share as at 31 December 2012.

Basis for Determining the Subscription Price

The Subscription Price was arrived at after arm’s length negotiations between theCompany and the Subscriber with reference to:

(a) the market price of the Shares for the three month period prior to the suspension oftrading of the Shares on the Last Trading Day (where the Subscription Pricerepresents a premium of approximately 18.6% over the average Adjusted ClosingPrice of HK$1.602 per Share for the last 60 consecutive Trading Days immediatelyprior to and including the Last Trading Day);

(b) the net asset value of the Group as at 31 December 2012 (being approximatelyHK$5.063 per Share);

(c) the Special Dividend to be distributed (being HK$1.275 per Consolidated Share);

(d) the listed status of the Company; and

(e) the controlling interest to be acquired by the Subscriber in the Company.

The Subscription Price is exclusive of any SFC transaction levy and Stock Exchangetrading fee which may be payable. The amount of the net proceeds (after deduction ofexpenses) from the Subscription is expected to be approximately HK$2,940 million. Thenet price (net of commission and expenses incurred) per Subscription Share is expected tobe approximately HK$1.865.

Subscription Conditions

The Subscription Completion is conditional upon the following Subscription Conditionshaving been satisfied (or, if applicable, waived):

(a) the Executive having granted to the Subscriber the Whitewash Waiver;

(b) all conditions attached to the Whitewash Waiver having been satisfied;

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(c) the consent of the Executive having been obtained to proceed with the Disposal as aSpecial Deal in accordance with Note 4 to Rule 25 of the Code;

(d) the Code Independent Shareholders having at the EGM approved:

(i) the Special Deal; and

(ii) the Subscription and the Whitewash Waiver;

(e) the LR Independent Shareholders having at the EGM:

(i) approved the Disposal as a major transaction and a connected transactionunder Chapters 14 and 14A of the Listing Rules;

(ii) approved the Subscription and the Specific Mandate;

(iii) approved the Special Dividend; and

(iv) elected the Subscriber ’s nominees as directors of the Company, effective uponthe Subscription Completion;

(f) the Shareholders having at the EGM approved the Share Capital Increase, theAmendments, the Bonus Issue, the Share Consolidation and the Change of Name;

(g) the Bonus Issue and the Share Consolidation having been completed;

(h) the Company having obtained the approval from the Stock Exchange for the listingof, and permission to deal in, the Subscription OS;

(i) all regulatory consents and authorisations of any governmental or regulatory bodywhich are necessary and required for the purpose of implementing and completingthe Transactions having been obtained and remaining in full force and effectpursuant to the provisions of any laws or regulations in any relevant jurisdiction(including, the Company having obtained the approval from the Stock Exchange forthe listing of, and permission to deal in, the Shares to be issued upon the conversionof the Subscription CPS);

(j) all the SPA Conditions having been duly satisfied in accordance with the terms ofthe SPA;

(k) all conditions or prerequisites to the other transactions related to the Transactionsthat are capable of being satisfied at or before the Subscription Completion havingbeen duly satisfied;

(l) the Company having obtained or having caused all relevant members of the Groupto obtain any necessary and required consents for the Transactions under any loanagreements or security documents to which any relevant member of the Group is aborrower or obligor;

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(m) the Company having given or having caused all relevant members of the Group togive any necessary and required notifications for the Transactions under any loanagreements or security documents to which any relevant member of the Group is aborrower or obligor;

(n) the existing Directors (other than those nominated to continue as Directors from theSubscription Completion Date pursuant to the Subscription Agreement) havingresigned as directors of the Company, effective upon the Subscription Completion;

(o) the Company having complied with all of its undertakings under the SubscriptionAgreement in all material respects;

(p) the Subscription Completion would not (after giving effect to the Subscription andfollowing the implementation of any necessary steps to be taken by Mr. Wang underhis undertaking to the Company in connection with the Public Float Requirement)result in the Company not meeting the Public Float Requirement on the SubscriptionCompletion Date;

(q) no material adverse effect (as defined under the Subscription Agreement) on theGroup having occurred since the date of the Subscription Agreement; and

(r) the Disposal having been completed before the Subscription Completion.

The Subscriber may at any time waive any or all of the Subscription Conditions set out inparagraphs (e)(iv), (f) (in respect of the approval of the Change of Name only), (i) through(o) and (q) above. The remaining Subscription Conditions cannot be waived.

If any of the Subscription Conditions is not satisfied or waived by the parties on or beforethe Long Stop Date, the Subscription Agreement will be terminated and the parties will bereleased from their respective obligations under the Subscription Agreement (save for anyrights accrued by the parties prior to termination).

Subscription Completion

Assuming the Subscription Conditions are satisfied (or, if applicable, waived) on or beforethe Long Stop Date, the Subscription Completion is expected to take place on the fifthBusiness Day following the notification of the satisfaction or waiver of the SubscriptionConditions as set out in paragraphs (a) to (q) of the sub-section headed “SubscriptionConditions” above (provided that the Disposal Completion takes place immediatelybefore the Subscription Completion), and the Subscription Completion will occur beforethe distribution of the Special Dividend.

Summary of the Terms of the CPS

A summary of the principal terms of the CPS is set out below.

Par value HK$0.10 each.

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Conversion period Any time after issue, provided that the conversionright will be suspended to the extent that it wouldresult in the Company failing to comply with thePublic Float Requirement.

Conversion ratio Each CPS (at the option of its holder) will beconvertible at any time (and without payment ofany additional consideration) to Shares on a one toone basis.

Dividends Each CPS will confer on its holder the right toreceive dividend pari passu with holders of Shareson the basis of the number of Share into which eachCPS may be converted and on an as convertedbasis.

Distribution of assets On a distribution of assets on liquidation, windingup or a dissolution of the Company, the assets andfunds of the Company available for distribution:(a) will first be paid to the holders of CPS pari passuamong themselves in respect of the aggregatenominal amounts paid up on the CPS held bythem; and (b) the remaining assets will bedistributed pari passu to the holders of any class ofshares (including the CPS).

Voting rights The CPS Holders will not have the right to attendand vote at any general meeting of the Company(except for the winding-up of the Company or forany resolution to vary or abrogate the rights orprivileges of the CPS Holders or vary therestrictions to which the CPS are subject).

Transferability The CPS will be transferable without anyrestriction by the CPS Holders.

Redemption The CPS will be non-redeemable.

Listing No application will be made for the listing of theCPS on the Stock Exchange or any other stockexchange.

Ranking

The Subscription OS will, when issued, rank pari passu in all respects with the other Sharesthen in issue (including the rights to all dividends and other distributions declared, made

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or paid at any time after the date of allotment, free and clear of liens, charges, securityinterests, encumbrances and third party rights), except for any entitlement to the SpecialDividend.

The Subscription CPS will, when issued, rank pari passu in all respects with the other CPSin issue (including the rights to all dividends and other distributions declared, made orpaid at any time after the date of allotment, free and clear of liens, charges, securityinterests, encumbrances and third party rights), except for any entitlement to the SpecialDividend. As at the Latest Practicable Date, there is no CPS in issue.

The Subscription CPS will rank in priority to the Shares on a distribution for a winding upin respect of the aggregate nominal amount paid up on such CPS and will not have a rightto vote (except in the limited circumstances as set out in the sub-section headed“Summary of the Terms of the CPS” above), but otherwise will rank pari passu in allrespects with the Shares then in issue.

Warranties and Undertakings

In connection with the Subscription, the Company has given certain warranties to theSubscriber in respect of, among other things, the underlying business and operations ofthe Group, ownership of the properties owned by the Group, compliance with applicablelaws and litigation against the Group.

The Subscriber has undertaken to the Company:

(a) to waive all rights and interests to participate in the Special Dividend in respect ofthe Subscription Shares; and

(b) to procure that, for a period of three years after the Subscription Completion Date,the Company will be the only listed vehicle in Hong Kong for the Subscriber and itsAffiliates in the real estate development or investment business.

Those undertakings were given by the Subscriber as part of the Subscription, without anyadditional consideration being given by the Company to the Subscriber for providingsuch undertakings.

Specific Mandate

At the EGM, the Company will seek the Specific Mandate from the LR IndependentShareholders in order to issue the Subscription Shares. The ordinary resolution requiredto pass the Specific Mandate is set out in the notice of the EGM.

Application for Listing

An application has been made by the Company to the Listing Committee of the StockExchange for the listing of, and permission to deal in, the Subscription OS and the Sharesto be issued on conversion of the Subscription CPS.

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2.2 SHAREHOLDER AGREEMENT

Date

8 May 2013

Parties

(1) The Subscriber

(2) Mr. Wang

In connection with the Subscription, Mr. Wang and the Subscriber entered into theShareholder Agreement, pursuant to which Mr. Wang and the Subscriber set out thearrangements between them after the Subscription Completion in respect of theconversion of the CPS to be held by each of them and the composition of the Board, as wellas certain restrictions on dealings in Shares by Mr. Wang before the SubscriptionCompletion.

The Shareholder Agreement will become effective upon the Subscription Completion(except for the provisions relating to dealings in Shares by Mr. Wang before theSubscription Completion, which became effective on the date of the ShareholderAgreement).

Principal Terms

Conversion of CPS The exercise of the conversion rights attached to the CPS bythe Subscriber and Mr. Wang are subject to the restrictionsset out in the Shareholder Agreement. In particular, noconversion will be permitted if it will result in:

(a) the Company not meeting the Public FloatRequirement;

(b) the Subscriber (directly or indirectly) holding lessthan 50% of the voting rights of the Company (exceptwhere such voting rights drop below 50% as a resultof any transfer of Shares by the Subscriber or anyissue of new Shares by the Company); or

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(c) either the Subscriber and/or Mr. Wang being requiredto make a mandatory offer to holders of equity sharecapital of the Company under the Code.

The Subscriber and Mr. Wang may only convert the CPSwhich it/he holds in accordance with the terms and noticeprocedures set out in the Shareholder Agreement.

Directors For so long as Mr. Wang (including through the RelatedEntities) holds more than 5% of the voting rights of theCompany, the Board will consist of 10 Directors nominatedas follows:

(a) four executive Directors to be nominated by theSubscriber, and one of which will be the chairman ofthe Board;

(b) so long as Mr. Wang (including through the RelatedEntities) holds:

(i) more than 10% of the voting rights of theCompany, two executive Directors to benominated by Mr. Wang; and

(ii) more than 5% but less than or equal to 10% ofthe voting rights of the Company: (x) oneexecutive Director to be nominated by Mr.Wang; and (y) one extra Director to benominated by the Subscriber (provided that theSubscriber may, at its sole discretion, foregosuch nomination, in which case the Board willconsist of nine Directors); and

(c) four independent non-executive Directors to benominated by the Subscriber.

Dealing in Shares Mr. Wang has undertaken (prior to the SubscriptionCompletion) not to transfer or otherwise deal with any rightor interest in any Shares or enter into any agreement inrespect of the votes attached to any Shares, save as requiredin order to ensure that the Public Float Requirement is metas mentioned in the sub-section headed “Undertaking toRestore Public Float” in the section headed “Issue of BonusShares” below.

The Shareholder Agreement also provides that (other than in respect of the appointmentof Directors described in this sub-section above) the parties may freely exercise the voting

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rights in respect of their Shares as they deem fit (including voting against any resolutionin a general meeting of the Company which may be proposed or supported by the otherparty).

No consideration or any form of compensation was given by the Subscriber or Mr. Wang toeach other in respect of the Subscription Agreement or the Shareholder Agreement and(save as set out in the Shareholder Agreement and disclosed in this sub-section above)there is no agreement, arrangement or understanding between the Subscriber and Mr.Wang in connection with the Subscription Agreement or the Shareholder Agreement.

Code Implications

The Executive has ruled that the Subscriber and Mr. Wang are parties acting in concert inrespect of the Company.

2.3 APPLICATION FOR THE GRANTING OF THE WHITEWASH WAIVER

The Subscriber did not (as at the Latest Practicable Date) own, control or direct any Sharesor convertible securities, warrants or options (or outstanding derivatives) in respect ofShares. Upon the Subscription Completion, the Subscriber will hold Subscription OSrepresenting approximately 60% of the voting rights of the Company as enlarged by theissue of the Subscription OS, which would result in the Subscriber being obliged to makea mandatory general offer for all the issued Shares and other relevant securities of theCompany not already owned or agreed to be acquired by the Subscriber and parties actingin concert with it pursuant to Rule 26.1 of the Code. The Subscriber has therefore made anapplication to the Executive for the Whitewash Waiver pursuant to Note 1 ondispensations from Rule 26 of the Code.

The Executive has agreed, subject to the approval of the Code Independent Shareholdersat the EGM in accordance with the Code, to grant the Whitewash Waiver.

The granting by the Executive of the Whitewash Waiver and the approval of theWhitewash Waiver by the Code Independent Shareholders at the EGM in accordance withthe Code are part of the Subscription Conditions and cannot be waived.

Shareholders and investors should note that, if the Whitewash Waiver is granted andapproved by the Code Independent Shareholders and the Subscription Completionoccurs, the Subscriber and parties acting in concert with it will hold more than 50% of thevoting rights of the Company. Accordingly, the Subscriber may increase its holdingwithout incurring any further obligations under Rule 26 of the Code to make a generaloffer for the securities of the Company.

Your attention is drawn to the “Letter from the IBC” and the “Letter from the IFA”, whichare respectively set out on pages 66 to 67 and pages 68 to 96 of this Circular, containingtheir respective opinions as to whether the terms of the Subscription and the WhitewashWaiver are fair and reasonable and as to voting.

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2.4 OTHER INFORMATION

Information About the Company

The Company is principally engaged in the development of large-scale, high-endresidential communities, city centre integrated projects and travel & leisure projects thattarget the middle-to-high-end customer segment.

As at 31 December 2012, the Company held a land bank of approximately 4.7 million sqmacross Shanghai, Kunming, Huangshan, Suzhou, Changshu, Wuxi, Haikou, Ningbo andTaiyuan.

Information About the Subscriber

The Subscriber is incorporated in Hong Kong and is an indirect wholly-owned subsidiaryof Greenland Holding Group and independently operated. The Subscriber is aninvestment holding company whose main business is the development of, and investmentin, real estate businesses and assets.

Greenland Holding Group is a Global Fortune 500 company headquartered in Shanghaiand is a comprehensive enterprise group whose main business includes real estatedevelopment, energy, finance and other business sectors.

As a leading developer in the PRC real estate market, Greenland Holding Group operatesreal estate projects in over 70 cities across 25 provinces in the PRC.

Intentions in Relation to the Group

The Subscriber and Greenland Holding Group intend that the Company will be their onlylisted vehicle in Hong Kong in the real estate development or investment business for aperiod of three years after the Subscription Completion Date. The Subscription offers theSubscriber and Greenland Holding Group the opportunity to invest in the Company,being an established listed Hong Kong company, and thereby grow and expand theirexisting real estate development and investment business.

In addition to the existing business of the Company (which the Subscriber and GreenlandHolding Group intend to continue), the Subscriber and Greenland Holding Group willregularly review the operations and business activities of the Company and will exploreother opportunities available to the Company. The Subscriber and Greenland HoldingGroup will consider various ways to enhance the Company’s growth (including by theCompany developing new real estate projects or acquiring or investing in existing realestate projects or real estate assets, by injecting assets into the Company or through othersimilar opportunities). However, as at the Latest Practicable Date, no definitive plans ortiming have been determined for any of these activities.

Save as described in the paragraph immediately above, the Subscriber and GreenlandHolding Group have no intention to dispose of, terminate, scale down or make any other

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major changes to the existing business of the Company after the Subscription Completion(including any redeployment of the fixed assets of the Company) and no agreement,arrangement, understanding or negotiation has been put in place to that effect. TheSubscriber and Greenland Holding Group have no intention or any plans to make anychange to the continued employment of the employees of the Group after the SubscriptionCompletion.

Use of Proceeds from the Subscription

The amount of the net proceeds (after deduction of expenses) from the Subscription isexpected to be approximately HK$2,940 million.

The net proceeds are intended to be used:

(a) first, approximately HK$1,340 million for the payment and satisfaction of theSpecial Dividend; and

(b) after giving effect to the payment of the Special Dividend, approximately HK$1,600million for general corporate purposes of the Group (including the futuredevelopment of the Group’s real estate projects).

Maintenance of Listing

The Subscriber intends to maintain the listing of the Shares on the Main Board of the StockExchange.

If, following the Subscription Completion, less than 25% of the Shares are held in publichands or if the Stock Exchange believes that:

(a) a false market exists or may exist in the Shares; or

(b) there are insufficient Shares in public hands to maintain an orderly market,

the Stock Exchange may consider exercising its discretion to suspend trading in theShares.

Reasons for and Benefits of the Subscription

The Company believes that the subscription of approximately 60% of the entire issuedshare capital of the Company (as enlarged by the Subscription Shares and the BonusShares) by the Subscriber will strengthen the financial position of the Group, raise theprofile of the Group in Hong Kong and China, and allow the Group to benefit from thestrong support and resources of Greenland Holding Group. Further, the Subscriber hasundertaken to the Company in the Subscription Agreement that, for a period of threeyears after the Subscription Completion, the Company will be the only listed vehicle inHong Kong for the Subscriber and its Affiliates in the real estate development orinvestment business.

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In order to facilitate the maintenance of the Public Float Requirement, the SubscriptionShares will include the Subscription CPS, the number of which will be adjusted to ensurethat the Public Float Requirement will not be breached immediately following theSubscription Completion (if, other than the Relevant Recipients, any other QualifiedShareholder elects to receive Bonus CPS under the Bonus Issue).

The Board (including the IBC) considers that the terms of the Subscription and theWhitewash Waiver are fair and reasonable and in the interests of the Company and theShareholders as a whole.

Fund Raising Activities in the Last 12 Months

Save for the Subscription, the Company has not conducted any fund raising activities inthe 12 months immediately preceding the Latest Practicable Date.

3 DISPOSAL

3.1 SALE AND PURCHASE AGREEMENT

Date

8 May 2013

Parties

(1) The Company (as vendor)

(2) The Purchaser (as purchaser)

(3) Mr. Wang (as covenantor)

Sale and Purchase of the Entire Interest in Delta Link

On and subject to the terms of the SPA, the Company has agreed to sell, and the Purchaserhas agreed to purchase, the entire issued share capital of Delta Link and the ShareholderLoans for the Sale Consideration.

Sale Consideration

The Sale Consideration for the sale and purchase of the entire issued share capital of DeltaLink and the Shareholder Loans will be the total sum of HK$1,277,837,609 (which isdeemed to be the equivalent of RMB1,027,283,229), which is expected to be allocated as toHK$1,201,497,154 for the entire issued share capital of Delta Link and HK$76,340,455 forthe Shareholder Loans (being the HK$ equivalent of the amounts outstanding under theShareholder Loans as at the date of the SPA).

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Taking into account the Purchaser ’s undertaking to replace the RMB50,000,000 SecurityDeposit under the SPA, the total consideration to be made by the Purchaser for theDisposal and for the replacement of the Security Deposit in connection with theEntrustment Loan will be deemed to be RMB1,077,283,229 (which is equivalent toapproximately HK$1,340,033,000), being the aggregate amount of the Sale Considerationand the Security Deposit.

The Sale Consideration is to be satisfied by payment in two stages:

(a) as to the portion of the Sale Consideration that is in excess of the Set-Off Amount(being approximately HK$330,813,000), the payment in cash by the Purchaser on thedate of the Disposal Completion; and

(b) as to the portion of the Sale Consideration that is equivalent to the Set-Off Amount(being approximately HK$947,025,000), a direct off-set against the Set-Off Amountpayable by the Company to the Relevant Recipients as part of the Special Dividendon the date of payment of the Special Dividend to all Shareholders and CPS Holders(other than the Subscriber).

If (for any reason) the actual amount of the Special Dividend payable by the Company tothe Relevant Recipients is less than the Set-Off Amount, then the Purchaser will pay suchshortfall in cash to the Company at the same time as the payment of the Special Dividend.

Basis for Determining the Sale Consideration

The Sale Consideration was determined after arm’s length negotiations between theCompany, the Purchaser and Mr. Wang, with reference to the audited consolidated netassets value of the Disposal Group (being approximately RMB979.3 million, andequivalent to approximately HK$1,218 million) as at 31 December 2012 and the auditednet loss after taxation of the Disposal Group for the year ended 31 December 2012 (beingapproximately RMB101.7 million, and equivalent to approximately HK$126 million).

In determining the Sale Consideration, the Company did not take into account anyindependent valuation of the property held by the Disposal Group as the Companyconsidered that any such valuation would not accurately reflect the value of Delta Linkgiven that: (a) the WFOE is an operating company with various assets and liabilities (andnot just the property); and (b) Delta Link is only an indirect 50% equity holder of theWFOE and therefore it would not be possible for the Company to unilaterally dispose ofthe property held by the Disposal Group at the market value of the property. Instead, theCompany considered that it would be more appropriate to determine the SaleConsideration with reference to the consolidated net assets value of the Disposal Group asat 31 December 2012 and the net loss after taxation of the Disposal Group for the yearended 31 December 2012.

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It should also be noted that, as mentioned in the “Letter from the IFA”, the portion of theSale Consideration attributable to the equity interest of the Disposal Group ofapproximately HK$1,215 million as at 31 December 2012 represents a premium ofapproximately HK$97 million (or a premium of approximately 8.7%) over the adjustedconsolidated net assets value of the Disposal Group of approximately HK$1,118 million.The adjusted consolidated net assets value of the Disposal Group as at 31 December 2012was calculated based on the audited consolidated net assets value of the Disposal Groupas at 31 December 2012 (of approximately RMB979.3 million, and equivalent toapproximately HK$1,218 million) net of the additions, depreciations and revaluationdeficit referred to in the sub-section headed “Valuation of the property held by the WFOE”in the section headed “Information On The Disposal Group” below (to the extentattributable to the Company’s 50% equity interest in the JV Company).

For further details, please refer to the section headed “5.2.3 Valuation of PeninsulaShanghai” in the “Letter from the IFA” which is set out on pages 68 to 96 of this Circularfor further information and the IFA’s recommendation as to whether the Disposal is fairand reasonable and in the interests of the Company and the Shareholders as a whole.

SPA Conditions

The Disposal Completion is conditional upon the following SPA Conditions having beensatisfied (or, if applicable, waived):

(a) the Company having obtained the approval of the LR Independent Shareholders atthe EGM in respect of the Disposal in accordance with the applicable requirementsunder the Listing Rules;

(b) the Subscription Agreement (except in relation to the satisfaction of any SPACondition) becoming unconditional in all respects;

(c) all Authorisations which are necessarily required for the performance of theobligations under the SPA having been obtained and all such Authorisationsremaining in full force and effect and there being no statement, notification orintimation of an intention to revoke or not to renew any such Authorisation havingbeen made by the relevant Authority;

(d) the consent of the Executive having been obtained to proceed with, and the CodeIndependent Shareholders having approved at the EGM, the Special Deal inaccordance with Note 4 to Rule 25 of the Code;

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(e) no government action, court order or legal proceeding having been taken or made atany time prior to the Disposal Completion that has the effect of making unlawful orotherwise prohibiting or restricting the Disposal, or any other transactioncontemplated under the SPA;

(f) all Third Party Consents having been obtained by the parties to the SPA; and

(g) each member of the Group after the Disposal Completion having been, or will beimmediately upon the Disposal Completion, released in full from all obligations andliabilities owed from or by them to the Disposal Group and all amounts owed by theDisposal Group to the Group having been repaid, except in connection with mattersrelating to the Entrustment Loan and the Company’s deed of adherence to the JVShareholder Agreement and taking into account the sale of the Shareholder Loansunder the SPA.

Each party may at any time waive the SPA Condition set out in paragraph (f) above (inrespect of itself only). The remaining SPA Conditions cannot be waived.

If any of the SPA Conditions is not satisfied or waived by the parties on or before the LongStop Date, the SPA will be terminated and the parties will be released from their respectiveobligations under the SPA (save for any rights accrued by the parties prior to termination).

Disposal Completion

Assuming the SPA Conditions are satisfied (or, if applicable, waived) on or before theLong Stop Date, the Disposal Completion is expected to take place on the fifth BusinessDay following the notification of the satisfaction or waiver of the SPA Conditions(provided that the Subscription Completion will take place immediately after the DisposalCompletion).

3.2 INFORMATION ON THE DISPOSAL GROUP

Shareholding Structure

Delta Link is a wholly-owned subsidiary of the Company, which in turn holds 100% of theentire issued share capital of SPG Hotel. SPG Hotel holds 50% of the entire issued sharecapital of the JV Company. HSH indirectly holds, through its subsidiary, the remaining50% of the entire issued share capital of the JV Company. The JV Company holds 100% ofthe entire issued share capital of Evermore Gain, which in turns holds 100% of the interestin the WFOE.

Business

The Disposal Group is principally engaged in the development, operation and sale ofproperties of the Peninsula Shanghai. As at 31 December 2012, the Disposal Group had nomaterial assets or businesses other than its interests in the Peninsula Shanghai.

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Financial Information

The audited consolidated net assets value of the Disposal Group was approximatelyRMB979.3 million (being approximately HK$1,218 million) as at 31 December 2012. Theaudited net loss (both before and after taxation) of the Disposal Group for the two yearsended 31 December 2011 and 31 December 2012 were approximately RMB71.8 million(being approximately HK$89 million) and RMB101.7 million (being approximatelyHK$126 million), respectively.

Valuation of the property held by the WFOE

The Company has engaged DTZ to value the property held by the WFOE. The propertyvaluation report is set out in Appendix III of this Circular. Disclosure of the reconciliationof the net book value of the property as at 31 December 2012 and the valuation as set out inthe property valuation report in accordance with Rule 5.07 of the Listing Rules is set outbelow:

RMB’000

Net book value as at 31 December 2012 5,198,963Additions 536Depreciation up to 24 May 2013 (32,107)Valuation Deficit (129,392)

Valuation of the property as at 24 May 2013 5,038,000

3.3 OTHER INFORMATION

Information on the Purchaser

The Purchaser is an indirect wholly-owned subsidiary of the Trustee of the Trust, of whichMr. Wang (who is the chairman of the Board and an executive Director) and members ofhis family are discretionary beneficiaries.

Reasons for and Benefits of the Disposal

Delta Link (through SPG Hotel) is the legal and beneficial holder of 50% of the entireissued share capital of the JV Company. HSH indirectly holds the remaining 50% of theentire issued share capital of the JV Company. The JV Group is principally engaged in thedevelopment, operation and sale of properties of the Peninsula Shanghai.

As disclosed in the prospectus of the Company in respect of the global offering of Sharesdated 26 September 2006, the JV Shareholder Agreement provides that, in the event thatMr. Wang ceases to hold (whether directly or indirectly) over 50% of the issued sharecapital or other ownership interest conferring rights to vote at general meetings of SPGHotel or the right to nominate the majority of the directors of SPG Hotel, SPG Hotel will bedeemed to have given an irrevocable written notice to the HSH group offering to sell to theHSH group all the shares of the JV Company then registered in the name of SPG Hotel(and to assign to the HSH group all the shareholder loans advanced by SPG Hotel to the JVCompany) at a 20% discount to their prevailing market value.

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As Mr. Wang (through the Relevant Recipients) will cease to be the controllingshareholder of the Company upon the Subscription Completion (and therefore wouldcease to hold, directly or indirectly, over 50% of the equity interest in SPG Hotel), SPGHotel would be required to sell such shares and loans to the HSH group at a 20% discount.The Company therefore believes that it is in the interest of the Company to take thepre-emptive approach in selling its indirect interest in SPG Hotel to the Purchaser at theSale Consideration (which was determined after arms’ length negotiations) to avoid thechange in the controlling shareholder of SPG Hotel and triggering the pre-emption rightby HSH.

Pursuant to the JV Shareholder Agreement, the market value of the shares of (and theloans to) the JV Company held by SPG Hotel is to be determined by the auditors of the JVCompany. Accordingly, the Company is not in the best position to determine whether theSale Consideration is higher than the price payable by HSH under the JV ShareholderAgreement. However, in order to provide more certainty to the Transactions and to avoidany unnecessary delay to negotiate a possible sale to HSH, the Company believes it is inthe interests of the Company to take a pre-emptive approach to sell to the Purchaserinstead. The Disposal (which constitutes a special deal under the Code) will require theconsent of the Executive, which will normally be granted provided that the IFA publiclystates that in its opinion the terms of the Disposal are fair and reasonable and the Disposalis approved by the Code Independent Shareholders. As such, Shareholders should notethat such consent may or may not granted.

In addition, the Disposal Group posted a net loss after taxation for the two years ended 31December 2011 and 31 December 2012. In view of such losses, the Company believes thatthe Disposal Group’s performance is unlikely to improve in the short term. Further, inlight of the substantial indebtedness of the WFOE (of approximately RMB2,592 million,being approximately HK$3,224 million, in bank and other loans as at 31 December 2012)and the future funding requirements of the Disposal Group, the Company believes thatthe Disposal can improve the Group’s earnings and cash position, facilitate the Group toincrease the level of return on its other investments and allow the Group to redeploy itsresources for other opportunities.

The Disposal would also allow the Company to focus on the business of real estatedevelopment and investment following the Subscription Completion.

The Board (excluding Mr. Wang who has a material interest in the Disposal and abstainedfrom voting on the relevant Board resolutions approving the Disposal, but including theIBC) considers that the terms of the Disposal and the Special Deal are fair and reasonableand in the interests of the Company and the Shareholders as a whole.

Effect of the Disposal

Upon the Disposal Completion, members of the Disposal Group will cease to besubsidiaries or associated companies (as the case may be) of the Company. No materialgain or loss is expected on the results of the Group as a result of the Disposal, as the SaleConsideration is set at par to the Company’s book value for the entire issued share capitalof Delta Link and the Shareholder Loans as at 31 December 2012 (based on the annualresult announcement of the Company for the year ended 31 December 2012).

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Use of Proceeds from the Disposal

The gross cash proceeds from the Disposal amount to HK$1,340,032,609, which theCompany intends to apply towards: (a) the repayment of certain bank loans of the Group;and (b) after giving effect to the repayment of such bank loans, for general corporatepurposes of the Group.

The Company has not determined which bank loans will be repaid or the exact amount ofproceeds which will be used to repay such bank loans, as such bank loans have not yetfallen due. However, any such repayment will be made in compliance with the Code(including Note 5 to Rule 25 of the Code).

Listing Rules Implications

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules inrespect of the Disposal exceeds 25%, but all such percentage ratios are less than 75%, theDisposal constitutes a major transaction of the Company under the Listing Rules and istherefore subject to the reporting, announcement, circular and shareholder approvalrequirements under Chapter 14 of the Listing Rules.

As the Purchaser is an indirect wholly-owned subsidiary of the Trustee of the Trust andMr. Wang is a Director, the Purchaser and Mr. Wang are connected persons of theCompany under the Listing Rules. The Disposal therefore also constitutes a connectedtransaction of the Company under the Listing Rules and is subject to the reporting,announcement, circular and independent shareholder approval requirements underChapter 14A of the Listing Rules.

On 8 March 2013, the WFOE (as borrower), the Company (as security provider) and theAgricultural Bank of China, Shanghai Nanhui Branch (as lender), entered into anentrustment loan agreement and the Security Deposit was provided by a wholly-ownedsubsidiary of the Company in connection with the Entrustment Loan for the benefit of theWFOE. As at the Latest Practicable Date, an amount of RMB50,000,000 was owing by theWFOE under the Entrustment Loan. As part of the terms for the Disposal, the Companyhas also agreed that the Entrustment Loan (including the Security Deposit) will betemporarily maintained on the existing terms and arrangements following the DisposalCompletion. The Purchaser has undertaken to replace (at or before maturity of theEntrustment Loan on 12 September 2013) the Security Deposit with the Purchaser ’s ownfunds (or to refinance or restructure the Entrustment Loan), such that the Security Depositwill be unconditionally released to the Group. Following such replacement of the SecurityDeposit, the Company will no longer be liable for any potential default by the WFOEunder the terms of the Entrustment Loan.

Following the Disposal Completion, the Purchaser will indirectly hold 50% of the entireissued capital of the JV Company, which in turn indirectly holds 100% of the entire issuedshare capital of the WFOE. As mentioned above, Mr. Wang is a connected person of theCompany under the Listing Rules. The WFOE will therefore become a connected person ofthe Company (by virtue of being an associate of Mr. Wang) following the DisposalCompletion. As such, the provision of the Security Deposit by the Company’s subsidiary

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for the Entrustment Loan (which forms part of the terms for the Disposal) will constitute acontinuing connected transaction of the Company under the Rule 14A.41 of the ListingRules following the Disposal Completion.

As the applicable percentage ratio calculated in accordance with the Listing Rules is morethan 0.1% but less than 5%, the provision of the Security Deposit will only be subject to thereporting, annual review and announcement requirements but will be exempt from theindependent shareholders’ approval requirements pursuant to Rule 14A.34 of the ListingRules. For the purposes of the Listing Rules, the annual cap for the provision of theSecurity Deposit will be RMB50,000,000, which is equal to the amount of the SecurityDeposit. The annual cap was determined on the basis that no further security deposits willbe provided by the Group in connection with the Entrustment Loan and it is expected thatthe Security Deposit will be unconditionally released to the Group on and before 12September 2013.

Taking into account the Purchaser ’s undertaking to replace the Security Deposit with thePurchaser ’s own funds (or to refinance or restructure the Entrustment Loan) at or beforematurity of the Entrustment Loan on 12 September 2013, the Board (excluding Mr. Wangwho has a material interest in the provision of the Security Deposit and abstained fromvoting on the relevant Board resolutions approving the provision of the Security Deposit,but including the IBC) considers that the terms of the provision of the Security Deposit arefair and reasonable and in the interests of the Shareholders as a whole.

Your attention is drawn to the “Letter from the IBC” and the “Letter from the IFA”, whichare respectively set out on pages 66 to 67 and pages 68 to 96 of this Circular, containingtheir respective opinions as to whether the terms of the Disposal are fair and reasonable,on normal commercial terms and in the interests of the Company and the Shareholders asa whole and their recommendations as to the voting action to be taken by Shareholders.

Code Implications

As the Purchaser is a wholly-owned subsidiary of the Trustee of the Trust, and the Trusteealso holds Shares through Brilliant Bright and SPG Investment, the Disposal (and therelated provision by the Remaining Group of the Security Deposit for the EntrustmentLoan owed by the WFOE) is therefore an arrangement between the Company and thePurchaser which confers a special benefit on Mr. Wang, a Shareholder (and otherShareholders who may be beneficiaries of the Trust), which is not capable of beingextended to all Shareholders. Accordingly, the Disposal constitutes a special deal underNote 4 to Rule 25 of the Code, which requires the consent of the Executive.

The Executive will normally consent to such a transaction, provided that the IFA publiclystates in its opinion that the terms of the Disposal are fair and reasonable and the Disposalis approved by the Code Independent Shareholders.

An application has been made by the Subscriber to the Executive for consent to proceedwith the Disposal under Note 4 of Rule 25 of the Code. Shareholders should note that suchconsent may or may not be granted and, if such consent is not granted, the Disposal andthe Subscription will not proceed and the Special Dividend will not be distributed.

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Your attention is drawn to the “Letter from the IBC” and the “Letter from the IFA”, whichare respectively set out on pages 66 to 67 and pages 68 to 96 of this Circular, containingtheir respective opinions as to whether the terms of the Special Deal are fair andreasonable and as to voting.

4 SHARE CAPITAL INCREASE

Increase in the Authorised Share Capital

The current authorised share capital of the Company is HK$1,000,000,000 divided into10,000,000,000 Shares. As at the Latest Practicable Date, 1,051,128,275 Shares are in issue.In order for the Company to carry out the Bonus Issue and the Subscription, the Boardproposed to increase the authorised share capital of the Company to HK$5,000,000,000 bythe creation of an additional 25,000,000,000 Shares and 15,000,000,000 CPS.

Immediately after the Share Capital Increase, the authorised share capital of the Companywill be HK$5,000,000,000 divided into 35,000,000,000 Shares and 15,000,000,000 CPS.

An ordinary resolution, to be voted by way of a poll, to approve the proposed ShareCapital Increase (and the creation of the CPS) is set out in the notice of the EGM.

Amendments to the Articles

The Company proposes to amend the Articles in order to carry out the Share CapitalIncrease and reflect the terms of the CPS.

The First Amendments are subject to the approval by the Shareholders at the EGM by wayof a special resolution. Details of the First Amendments are set out in Part A of AppendixI on page I-1 of this Circular.

A special resolution, to be voted by way of a poll, to approve the proposed FirstAmendments is set out in the notice of the EGM.

5 ISSUE OF BONUS SHARES

Terms of the Bonus Issue

As disclosed in the Announcement, the Company proposes a bonus issue of new shares onthe basis of four Bonus Shares for every Share held by the Qualified Shareholders on theBonus Record Date.

Each Qualified Shareholder will have the option to elect to receive Shares and/or CPS forall or part of its entitlement to Bonus Shares under the Bonus Issue. Each Share entitles itsholder to receive four Bonus Shares as Bonus OS and/or Bonus CPS at the holder ’selection.

Bonus Issue Conditions

The Bonus Issue is conditional upon the following Bonus Issue Conditions having beensatisfied:

(a) the passing of the relevant resolutions by the Code Independent Shareholders at theEGM approving the Subscription, the Whitewash Waiver and the Special Deal;

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(b) the passing of the relevant resolutions by the LR Independent Shareholders at theEGM approving the Subscription, the Specific Mandate, the Disposal and theSpecial Dividend;

(c) the passing of the relevant resolutions by the Shareholders at the EGM approvingthe Share Capital Increase, the First Amendments, the Bonus Issue, the ShareConsolidation and the Second Amendments; and

(d) the Listing Committee of the Stock Exchange granting the listing of, and permissionto deal in, the Bonus OS (and the Shares to be issued on the conversion of the BonusCPS).

Completion of the Bonus Issue will not take place unless all the above Bonus IssueConditions have been satisfied. The Bonus Issue Conditions cannot be waived.

Assuming the Bonus Issue Conditions and the Share Consolidation Conditions have beensatisfied, the Bonus Issue and the Share Consolidation will occur irrespective of whetherthe Subscription Completion will occur. The date of completion of the Bonus Issue isexpected to be on or about 9 August 2013.

In the event that the Bonus Issue and the Share Consolidation are completed but theSubscription Completion does not occur, the economic rights of Shareholders will not beaffected.

The Bonus Shares will be credited as fully paid by way of capitalisation of an amount inthe Company’s share premium account. There will not be any need for the Company toutilise any of its distributable reserves or to apply for a reduction of capital in order tomake the Bonus Issue.

Listing Application

An application has been made by the Company for the listing of, and permission to dealin, the Bonus OS (and the Shares to be issued on the conversion of the Bonus CPS) on theStock Exchange. The Bonus Shares are expected to be consolidated, pursuant to the ShareConsolidation, soon after their issue.

Subject to the Bonus Issue Conditions being satisfied, dealings in the Bonus OS is expectedto commence on or about 20 August 2013 (or, under contingent situation, such other dateas determined by HKSCC), and the Bonus OS will be accepted as eligible securities byHKSCC for deposit, clearance and settlement in CCASS. Shareholders should seek theadvice of their stock brokers or other professional advisers for details of how thosearrangements may affect their rights and interests. Settlement of transactions betweenparticipants of the Stock Exchange on any trading day is required to take place in CCASSon the second trading day thereafter. All activities under CCASS are subject to the generalrules of CCASS and the CCASS operational procedures in effect from time to time.

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It is expected that certificates for the Bonus Shares will be posted to Shareholders on orabout 19 August 2013, at their own risk, to their respective addresses shown on theRegister on the Bonus Record Date.

Number of Bonus Shares

The Company has received a letter of undertaking from Mr. Wang, pursuant to which Mr.Wang irrevocably undertook to procure that the Relevant Recipients will (in respect oftheir respective shareholdings in the Company) elect to be issued with Bonus CPS onlyunder the Bonus Issue.

As the Subscription Shares will be issued after the Bonus Record Date, no Bonus Shareswill be issued to the Subscriber.

Accordingly, based on the 1,051,128,275 Shares in issue as at the Latest Practicable Date(and assuming no new Shares are issued and no Shares are repurchased by the Companyfrom the Latest Practicable Date up to the Bonus Record Date), the maximum number ofBonus Shares to be issued will be up to 4,204,513,100 (representing approximately 80% ofthe issued share capital of the Company as enlarged by the Bonus Shares to be issued).

The exact total number of Bonus OS and Bonus CPS to be issued under the Bonus Issuewill not be capable of determination until the deadline for return of the Election Formsafter the Bonus Record Date (as any Qualified Shareholders who wish to elect to receiveBonus CPS will need to complete and return a valid Election Form before that deadline),which deadline is expected to be 4:30 pm on Wednesday, 14 August 2013.

Bonus Record Date

To qualify for the Bonus Issue, a Shareholder must on the Bonus Record Date be:

(a) registered as a member of the Company; and

(b) a Qualified Shareholder.

The expected timetable for the Bonus Issue is set out on pages 7 and 8 of this Circular.

The Register will be closed on 9 August 2013, during which no transfer of Shares will beregistered, in order to determine the entitlement of the Shareholders under the BonusIssue. Shareholders are reminded that, in order to qualify for the Bonus Issue, they mustensure that all transfers accompanied by the relevant share certificates are lodged with theRegistrar no later than 4:30 pm on Thursday, 8 August 2013 at 26th Floor, Tesbury Centre,28 Queen’s Road East, Hong Kong.

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Fractional Entitlements to the Bonus Shares

Fractional entitlements to the Bonus Shares (if any) will not be issued to any Shareholder,but will be aggregated and sold (if practicable) in the market. The net proceeds of suchsale will be retained for the benefit of the Company.

No fractional entitlement is expected to arise under the Bonus Issue (as the ratio for theBonus Issue is a whole integral number of four).

Overseas Shareholders

This Circular and the Shares to be issued in relation to the Bonus Issue will not beregistered under any securities legislation outside Hong Kong.

As at the Latest Practicable Date, there were four Overseas Shareholders incorporated inthe BVI. The Board has made enquiries with its legal advisers as to the laws of the BVIpursuant to Rule 13.36(2) of the Listing Rules. Based on the advice from its legal adviser,the Board will extend the Bonus Issue (and the option to elect to receive Bonus OS and/orBonus CPS) to these Overseas Shareholders and this Circular and the Election Form havebeen sent to such Overseas Shareholders.

All other Shareholders resident outside Hong Kong should consult their professional

advisers as to whether or not they are permitted to participate in the Bonus Issue or

whether any legal, regulatory, governmental or other consents are required in order to

participate in the Bonus Issue (or whether any legal, regulatory, governmental or other

formalities need to be observed).

Status of the Bonus Shares

Shares which are issued under the Bonus Issue will rank pari passu in all respects with theShares in issue on the date of such issue.

CPS which are issued under the Bonus Issue will rank pari passu in all respects with theCPS in issue on the date of such issue.

Reasons for the Bonus Issue

The Bonus Issue will facilitate the Company to maintain the Public Float Requirementimmediately after the Subscription Completion, as Mr. Wang has irrevocably undertakento procure that the Relevant Recipients will (in respect of their respective shareholdings inthe Company) elect to be issued with Bonus CPS only under the Bonus Issue. The solereason for that undertaking from Mr. Wang is to facilitate the Company to maintain thePublic Float Requirement immediately after the Subscription Completion.

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The Board recommends all the other Shareholders NOT to elect to receive Bonus CPS,as the Bonus CPS (whilst having the same economic benefit as the Bonus OS) will carry novoting rights at any general meeting of the Company (except in the limited circumstancesdescribed in the sub-section headed “Attention” below) and will be unlisted andnon-redeemable.

The Company has explored various potential options to maintain the Public FloatRequirement immediately after the Subscription Completion (including the sale of Sharesby the Relevant Recipients and the issue of new Shares to the public). However, in light ofthe limitations of such options (including the costs of effecting a sale of existing Shares,the dilution effect of an issue of new Shares, the resulting pressure on the Share price forsuch actions due to the size of the placing involved and the size of the shareholding whichit is proposed that the Subscriber will obtain) the Company is of the view that the BonusIssue is the most feasible and practical means to facilitate the maintenance of the PublicFloat Requirement in order to ensure a higher degree of certainty for and give effect to theterms of the Transactions.

Accordingly, the Board is of the view that the Bonus Issue is in the interest of the Companyand the Shareholders as a whole.

An ordinary resolution, to be voted by way of a poll, to approve the proposed Bonus Issueis set out in the notice of the EGM.

Undertaking to Restore Public Float

Mr. Wang has undertaken to the Company, in the event that any Qualified Shareholder(other than the Relevant Recipients) elects to receive any Bonus CPS under the BonusIssue, to procure that the Relevant Recipients will sell such Shares immediately after theSubscription Completion to ensure that the Public Float Requirement can be met on theSubscription Completion Date.

The Company has also been informed by Mr. Wang that SPG Investment has engaged thePlacing Agent (and the Placing Agent has agreed to act as the placing agent of SPGInvestment) in relation to the possible placement of up to 71,768,394 Shares held by SPGInvestment in the event that the Company will fail to comply with the Public FloatRequirement on the Subscription Completion Date.

Code Implications

Upon completion of the Bonus Issue, the holding of Shares by Mr. Wang (through theRelated Entities) will be diluted from approximately 70.6% to approximately 32.6% of theissued Shares (assuming, other than the Relevant Recipients, no Shareholder elects toreceive any Bonus CPS under the Bonus Issue and no CPS have been converted intoShares).

In the event that the Subscription does not proceed for any reason, Mr. Wang will thenwant to convert all of the CPS which he holds (through the Related Entities) into Shares inorder to restore the shareholding structure of the Company (and the percentage of voting

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rights held by him, through the Related Entities, prior to the Bonus Issue), provided thatsuch conversion will not result in the Company failing to comply with any Public FloatRequirement. Such conversion may result in Mr. Wang being obliged to make a mandatorygeneral offer for all the issued Shares and other relevant securities of the Company notalready owned or agreed to be acquired by Mr. Wang and parties acting in concert withhim pursuant to Rule 26.1 of the Code, unless a whitewash waiver is granted by theExecutive and the approval of the Code Independent Shareholders is obtained inaccordance with the Code.

In the event that the Bonus Issue is completed but the Subscription Completion does notoccur, Mr. Wang will apply to the Executive for a whitewash waiver pursuant to Note 1 ondispensations from Rule 26 of the Code.

Action to be Taken

The Election Form is enclosed with this Circular to the Qualified Shareholders. Copies ofthe Election Form will be also available for collection by Qualified Shareholders at theoffice of the Registrar (at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong)from the date of this Circular and up to Wednesday, 14 August 2013 and will also beavailable on the website of the Stock Exchange at www.hkex.com.hk.

Qualified Shareholders who wish to elect to receive Bonus CPS must complete and returnthe Election Form in accordance with the instructions printed on the Election Form.Failure to do so will result in such election being void and having no effect.

No action needs to be taken by Qualified Shareholders who wish to receive Bonus OSonly. Shareholders will receive Bonus CPS only if they make an election to receiveBonus CPS under the Election Form.

(a) To receive Bonus OS only

If you wish to receive only Bonus OS under the Bonus Issue, you do not need to takeany action. Therefore, please DO NOT return the Election Form.

(b) To receive Bonus CPS in whole or in part

If you wish to receive any Bonus CPS in lieu of all of your entitlements to the BonusShares under the Bonus Issue, please complete the Election Form in accordance withthe instructions printed on the Election Form (including the acknowledgements onthe Election Form), then SIGN, DATE and RETURN the Election Form.

If you wish to receive your entitlements under the Bonus Issue partly in Bonus OSand partly in Bonus CPS, you will need to specify in the Election Form the relevantportion of your entitlements under the Bonus Issue to be issued in Bonus CPS.

If you do not specify in the Election Form the relevant portion of your entitlementsunder the Bonus Issue in respect of which you wish to receive Bonus CPS, you willbe deemed to have elected to receive ONLY Bonus OS in respect of ALL the Sharesregistered in your name on the Bonus Record Date.

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The Election Forms should be completed and returned in accordance with theinstructions printed on the Election Form, so that they are received by the Registrar nolater than 4:30 pm on Wednesday, 14 August 2013 at 26th Floor, Tesbury Centre, 28Queen’s Road East, Hong Kong.

The latest time for return of the Election Form as mentioned above will be extended ifthere is a tropical cyclone warning signal number 8 or above or a “black” rainstormwarning:

(i) in force in Hong Kong at any local time at or before 12:00 noon but no longer in forceafter 12:00 noon on Wednesday, 14 August 2013, in which case the deadline for thesubmission of the Election Form will be at 5:00 pm on the same day; and

(ii) in force in Hong Kong at any local time between 12:00 noon and 4:30 pm onWednesday, 14 August 2013, in which case the deadline for the submission of theElection Form will be extended to 4:30 pm on the next business day which does nothave either of those warning in force at any time between 9:00 am and 4:30 pm.

Failure to complete and return the Election Form in accordance with the instructionsprinted on the Election Form will result in the relevant Qualified Shareholder’sentitlements under the Bonus Issue being issued with Bonus OS only. Noacknowledgement of receipt of the Election Form will be issued.

Any election to receive Bonus CPS in lieu of all (or part) of a Qualified Shareholder’sentitlement to the Bonus Shares may, after the relevant Election Form is signed andreturned to the Registrar, only be withdrawn or altered with the prior consent of theCompany.

Nominees

If your Shares are held in CCASS and you elect to receive Bonus CPS as all (or part) of yourentitlements under the Bonus Issue, you will need to make your election through HKSCC,and the certificates of the Bonus CPS will be issued in the name of “HKSCC NomineesLimited”.

As the Bonus CPS will not listed on the Stock Exchange or any other stock exchange, theBonus CPS will not be admitted to CCASS as eligible securities and HKSCC will notprovide any nominee services for the Bonus CPS. CCASS participants will therefore berequired to withdraw the Bonus CPS certificates from CCASS after their issue, and thenapply to register those Bonus CPS in their own names.

Beneficial owners of Shares who have deposited their respective Shares with CCASS orother nominees through their brokers, custodians or other persons should therefore notethat (for similar or other reasons), their brokers, custodians, nominees or other personsmay not be prepared to continue with the relevant nominee services with respect to theBonus CPS. Accordingly, such beneficial owners of Shares who elect to receive Bonus CPSin lieu of all (or part) of their entitlements under the Bonus Issue may also be required towithdraw their Bonus CPS from their respective brokers, custodians, nominees or other

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persons after the issue of the Bonus CPS. In that case, you should check with your brokers,custodians or nominees as to their requirements with respect to the election for andholding of Bonus CPS.

Attention

Although each Qualified Shareholder will be given an option to elect to receive the BonusCPS in lieu of all (or part) of his/her/its entitlements to the Bonus Shares under the BonusIssue, the Board would like to draw the attention of the Shareholders to the followingmatters:

(a) although the Bonus CPS have substantially the same economic interest attached tothe Shares (including rights to receive any dividends pari passu with Shareholders),CPS Holders will not have the right to attend and vote at general meetings of theCompany (except for the winding-up of the Company or for any resolution to varyor abrogate the rights or privileges of CPS Holders or vary the restrictions to whichthe CPS are subject);

(b) as the Bonus CPS will be unlisted and non-redeemable, they will be less marketable;and

(c) under the terms of the CPS, the Company will not issue Shares to any CPS Holderupon any exercise of the conversion right relating to the CPS (including the BonusCPS) held by such CPS Holder in the event that the Public Float Requirement cannotbe complied with.

Shareholders are reminded to consult a stockbroker or other registered dealer insecurities, bank manager, solicitor, professional accountant or other professionaladviser if they are in any doubt as to the election of the Bonus OS or the Bonus CPS inlieu of all (or part) of his/her/its entitlements to the Bonus Shares under the BonusIssue.

Stamp Duty etc.

Dealings in the Bonus OS and the Shares to be issued on conversion of the Bonus CPS willbe subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy andany other applicable fees and charges in Hong Kong.

Dealings in the Bonus CPS will be subject to the payment of stamp duty and any otherapplicable fees and charges in Hong Kong.

Shareholders are recommended to consult their professional advisers if they are in anydoubt as to the taxation implications of holding, disposing of or dealing in the Bonus OS,the Bonus CPS and the Shares to be issued and alloted upon conversion of the Bonus CPS.

It is emphasised that none of the Company, the Directors or any other parties involved inthe Bonus Issue accepts responsibility for any tax implication or liabilities of theShareholders.

– 30 –

6 SHARE CONSOLIDATION

Terms of the Share Consolidation

The Company proposes to implement the Share Consolidation on the basis that every fiveShares or five CPS will be consolidated into one Consolidated OS or one Consolidated CPS(as the case may be) soon after the completion of the Bonus Issue.

Effect of the Share Consolidation

Upon the Share Consolidation becoming effective (assuming no new Shares are issued andno Shares are repurchased by the Company from the Latest Practicable Date up to theConsolidation Effective Date), the authorised share capital of the Company will beHK$5,000,000,000 divided into 7,000,000,000 Consolidated OS and 3,000,000,000Consolidated CPS, of which 456,916,569 Consolidated Shares and 594,211,704Consolidated CPS would have been issued as fully paid or credited as fully paid(assuming only the Relevant Recipients had elected to receive Bonus CPS under the BonusIssue and no CPS have been converted into Shares).

The Consolidated OS will rank pari passu in all respects with each other in accordance withthe Articles, and the Consolidated CPS will rank pari passu in all respects with each otherin accordance with the Articles.

Other than the expenses, including professional fees and printing charges, to be incurredby the Company in relation to the Share Consolidation, the implementation of the ShareConsolidation will not alter the underlying assets, business operations, management orfinancial position of the Company or the interests or rights of the Shareholders, save forany fractional Consolidated Shares to which Shareholders may otherwise be entitled.

Share Consolidation Conditions

The Share Consolidation will be conditional upon the following Share ConsolidationConditions having been satisfied:

(a) completion of the Bonus Issue;

(b) the passing of an ordinary resolution by the Shareholders at the EGM approving theShare Consolidation;

(c) the passing of a special resolution by the Shareholders at the EGM approving theSecond Amendments; and

(d) the Listing Committee of the Stock Exchange granting the listing of, and permissionto deal in, the Consolidated OS arising from the Share Consolidation (and theConsolidated OS to be issued on the conversion of the Consolidated CPS).

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Completion of the Share Consolidation will not take place unless all the above ShareConsolidation Conditions have been satisfied. The Share Consolidation Conditions cannotbe waived.

Assuming the Share Consolidation Conditions have been satisfied, the ConsolidationEffective Date is expected to be on or about 23 August 2013.

Listing Application

An application has been made by the Company for the listing of, and permission to dealin, the Consolidated OS to be in issue upon the Share Consolidation becoming effective(and the Consolidated OS to be issued on conversion of the Consolidated CPS) on theStock Exchange.

Subject to the Share Consolidation Conditions being satisfied, dealings in theConsolidated OS on the Stock Exchange is expected to commence on or about 23 August2013 (or, under contingent situation, such other date as determined by HKSCC), and theConsolidated OS will be accepted as eligible securities by HKSCC for deposit, clearanceand settlement in CCASS. Shareholders should seek the advice of their stock brokers orother professional advisers for details of how those arrangements may affect their rightsand interests. Settlement of transactions between participants of the Stock Exchange onany trading day is required to take place in CCASS on the second trading day thereafter.All activities under CCASS are subject to the general rules of CCASS and the CCASSoperational procedures in effect from time to time.

Reasons for the Share Consolidation

As the issue of the Bonus Shares will result in an increase in the total number of issuedShares and therefore a corresponding decrease of the trading price of the Shares on a perShare basis, the Company proposes to implement the Share Consolidation (effectively onthe same ratio as the Bonus Issue) soon after the Bonus Issue, in order to off-set the pricereduction effect of the Bonus Issue on a per Share basis.

Accordingly, the Board is of the view that the Share Consolidation is in the interest of theCompany and the Shareholders as a whole.

An ordinary resolution, to be voted by way of a poll, to approve the proposed ShareConsolidation is set out in the notice of the EGM.

Amendments to the Articles

The Company proposes to amend the Articles in order to carry out the ShareConsolidation.

The Second Amendments are subject to the approval by the Shareholders at the EGM byway of a special resolution. Details of the Second Amendments are set out in Part B ofAppendix I on page I-10 of this Circular.

A special resolution, to be voted by way of a poll, to approve the proposed SecondAmendments is set out in the notice of the EGM.

– 32 –

Fractional Entitlements Under the Share Consolidation

Fractional Consolidated Shares will be disregarded and not be issued to the Shareholders,but all fractional Consolidated Shares will be aggregated and sold (if practicable) in themarket. The net proceeds of such sale will be retained for the benefit of the Company.

Fractional Consolidated Shares will only arise in respect of the entire shareholding of aholder of the Shares or CPS (regardless of the number of share certificates held by suchholder) as the entire shareholding of each holder will be aggregated for the purposes ofthe Share Consolidation.

No fractional entitlement is expected to arise under the Share Consolidation for QualifiedShareholders who elect to receive Bonus OS only in respect of all of its entitlement underthe Bonus Issue (as the ratio for the Share Consolidation is effectively the same as the ratiofor the Bonus Issue).

Arrangements for Odd Lot Trading

In order to facilitate the trading of odd lots (if any) of the Consolidated OS, the Companyhas appointed GF Securities (Hong Kong) Brokerage Limited to provide matching services(on a best effort basis) for the sale and purchase of odd lots of Consolidated OS arisingfrom the Share Consolidation during the period from 9:00 am on Friday, 6 September 2013to 4:00 pm on Friday, 27 September 2013 (both dates inclusive). Shareholders who wish toacquire odd lots of the Consolidated OS to make up a full board lot, or to dispose of theirholding of odd lots of the Consolidated OS, may contact Capty Ho of GF Securities (HongKong) Brokerage Limited at 29 & 30/F, Li Po Chun Chambers, 189 Des Voeux Road,Central, Hong Kong (telephone number: +852 37191226) during the office hours in theaforesaid period.

The Company will bear the costs relating to the matching of sale and purchase of odd lotsof the Consolidated OS. Holders of odd lots of the Consolidated OS should note thatsuccessful matching of the sale and purchase of odd lots of the Consolidated OS are notguaranteed. Any Shareholder who is in any doubt about the odd lot arrangement isrecommended to consult his/her/its own professional advisers.

No additional odd lot is expected to arise under the Share Consolidation for QualifiedShareholders who elect to receive Bonus OS only in respect of all of its entitlement underthe Bonus Issue.

Free Exchange of Share Certificates

Subject to the Share Consolidation becoming effective, which is currently expected to beon or about 23 August 2013, Shareholders may submit their share certificates in peachcolour for Shares or CPS to the Registrar (at 26th Floor, Tesbury Centre, 28 Queen’s RoadEast, Wanchai, Hong Kong) between Friday, 23 August 2013 and Wednesday, 2 October2013 (both days inclusive and during office hours) to exchange for the new sharecertificates in green colour for the relevant Consolidated Shares at the expense of theCompany.

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Shareholders and CPS Holders should note that, after the prescribed time for freeexchange of share certificates, a fee of HK$2.50 (or such higher amount as may from timeto time be allowed by the Stock Exchange) will be payable by the Shareholders or the CPSHolders (as the case may be) to the Registrar for exchange of share certificates.

With effect from 4:00 pm on 27 September 2013, trading will only be in ConsolidatedShares. Share certificates in peach colour will cease to be valid for trading and settlementpurpose, but will remain valid and effective as documents of title.

7 SPECIAL DIVIDEND

Terms of the Special Dividend

The Company proposes, following the Subscription Completion, to distribute the SpecialDividend to the Shareholders and the CPS Holders whose names appear on the Registeron the Dividend Record Date (other than the Subscriber) on the following basis:

for every Consolidated Share held . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$1.275 in cash

The aggregate amount of the Special Dividend payable will be up to HK$1,340,188,551.

The Dividend Record Date will be a date as soon as practicable after the SubscriptionCompletion Date, which is currently expected to be on 2 September 2013. The Register willbe closed and no transfer of shares will be effected on 2 September 2013 for determiningthe entitlements to the Special Dividend.

In order to be entitled to the Special Dividend, unregistered holders of Shares or CPSshould ensure that all transfer documents accompanied by the relevant share certificatesmust be lodged with the Registrar (at 26th Floor, Tesbury Centre, 28 Queen’s Road East,Wanchai, Hong Kong) for registration not later than 4:30 pm on Friday, 30 August 2013.

The Special Dividend will be paid out of the share premium account of the Companylawfully available for distribution.

Special Dividend Conditions

The payment of the Special Dividend is conditional upon the following Special DividendConditions having been satisfied:

(a) the passing of an ordinary resolution by the LR Independent Shareholders at theEGM approving the Special Dividend;

(b) completion of the Bonus Issue;

(c) completion of the Share Consolidation; and

(d) the Subscription Completion.

– 34 –

Completion of the payment of the Special Dividend will not take place unless all the aboveSpecial Dividend Conditions have been satisfied. The Special Dividend Conditions cannotbe waived.

Pursuant to the terms of the Subscription Agreement, the Subscriber has waived itsentitlement to the Special Dividend in respect of the Subscription Shares.

Reasons for the Special Dividend

As part of the Transactions, the Company proposes to pay the Special Dividend in order toallow Shareholders to receive a cash benefit from the Transactions and to facilitate theDisposal Completion.

The Board (excluding Mr. Wang who has a material interest in the Disposal and abstainedfrom voting on the relevant Board resolutions approving the Special Dividend, butincluding the IBC) considers that the terms of the Special Dividend are fair and reasonableand in the interests of the Company and the Shareholders as a whole.

An ordinary resolution, to be voted by way of a poll, to approve the proposed SpecialDividend is set out in the notice of the EGM.

8 CHANGE OF NAME

Reasons for the Change of Name

The Company proposes, following the Subscription Completion, to change its Englishname from “SPG Land (Holdings) Limited” to “Greenland Hong Kong Holdings Limited”,and to adopt “綠地香港控股有限公司” as its new Chinese name to replace “盛高置地（控股）有限公司”.

Following the Subscription Completion, the Subscriber will be the new controllingshareholder of the Company.

The Board believes that the new English and Chinese names of the Company will not onlyprovide the Company with a fresh corporate identity, but also better reflect therelationship between the Company and the Subscriber.

The Board is of the opinion that the Change of Name is in the best interests of theCompany and the Shareholders as a whole.

Conditions for the Change of Name

The Change of Name is conditional upon the following Change of Name Conditionshaving been satisfied:

(a) the passing of a special resolution by the Shareholders at the EGM approving theChange of Name;

– 35 –

(b) the issue of a certificate of incorporation on change of name bearing the new Englishand Chinese name by the Registrar of Companies in the Cayman Islands; and

(c) the Subscription Completion.

The Change of Name will not take place unless all the above Change of Name Conditionshave been satisfied. The Change of Name Conditions cannot be waived.

Effect of the Change of Name

Subject to the satisfaction of the Change of Name Conditions, the Change of Name willtake effect from the date of the issue of a certificate of incorporation on change of namebearing the new English and Chinese name by the Registrar of Companies in the CaymanIslands. The Company will then carry out all necessary filing procedures with theCompanies Registry in Hong Kong.

The Change of Name will not affect any rights of the Shareholders or the Company’s dailybusiness operation or its financial position. All existing share certificates of the Companyin issue bearing the present name of the Company will, after the Change of Namebecoming effective, continue to be good evidence of legal title to Shares and CPS and willcontinue to be valid for trading, settlement and delivery purposes. As such, noarrangement will be made for the exchange of the existing share certificates of theCompany for the new share certificates bearing the Company’s new name as a result of theChange of Name.

Once the Change of Name has become effective, new share certificates of the Companywill be issued only in the new name of the Company and the securities of the Companywill be traded on the Stock Exchange in the new name of the Company.

A special resolution, to be voted by way of a poll, to approve the proposed Change ofName (and adoption of the secondary name of the Company and the consequentialamendments to the Articles of the Company) is set out in the notice of the EGM.

9 PROPOSED CHANGES TO THE BOARD

The Board currently comprises six Directors, of whom two are executive Directors andfour are independent non-executive Directors.

The Subscriber has nominated Mr. Chen Jun, Mr. Hou Guangjun, Mr. Wu Zhengkui andMr. You Defeng for appointment as additional executive Directors (including Mr. ChenJun as the new chairman of the Board) with effect from the Subscription Completion. Thebiographies of Mr. Chen Jun, Mr. Hou Guangjun, Mr. Wu Zhengkui and Mr. You Defengare set out below:

CHEN Jun, 38, is the vice president of Greenland Holding Group and also holds the postof general manager of the Northwest Business Division of Greenland Holding Group. Healso serves as a deputy of the People’s Congress of Shaanxi Province, China, the honorary

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Chairman of the Shanghai Chamber of Commerce in Shaanxi and a member of thestanding committee of the Shaanxi Youth Federation. Mr. Chen Jun obtained a bachelor ’sdegree in industrial and civil architecture from the College of Architecture andEngineering of Nanjing University of Technology (南京工業大學), a master ’s degree inarchitectural and civil engineering from Xi’an University of Architecture and Technology(西安建築科技大學) and an EMBA degree from Tsinghua University School of Economicsand Management. He is currently a PhD candidate majoring in national economics at theGraduate School of Chinese Academy of Social Sciences. Mr. Chen Jun has more than 15years of experience in the real estate and construction industry, with extensivemanagement experience in the industry. Before joining Greenland Holding Group, heworked for Jiangyin Construction Corporation and Jiangyin Construction SupervisionCompany. Since he joined Greenland Holding Group in February 2001, Mr. Chen Jun hasserved as project manager, assistant general manager and deputy general manager of theBusiness Divisions of Greenland Holding Group.

HOU Guangjun, 41, is the general manager of the Shandong Real Estate Business Divisionof Greenland Holding Group. He also serves as a member of the People’s PoliticalConsultative Conference of Jinan, Shandong Province, China and an executive member ofthe Association of Industry and Commerce of Jinan, Shandong Province. Mr. HouGuangjun graduated from Tongji University with a bachelor ’s degree in materialsengineering. Mr. Hou Guangjun has over 19 years of experience in the real estate andconstruction industry, with extensive management experience in the industry. Beforejoining Greenland Holding Group, he worked for Shanghai Railway Sub-administration.Since he joined Greenland Holding Group in November 1997, Mr. Hou Guangjun has heldthe posts of engineer, project manager, assistant general manager and deputy generalmanager of the Business Divisions of Greenland Holding Group.

WU Zhengkui, 39, is the deputy general manager of the Finance Department of GreenlandHolding Group and Chairman of the Subscriber. Mr. Wu Zhengkui graduated from FudanUniversity with a master ’s degree in accounting. He also has the professional title ofintermediate accountant. Mr. Wu Zhengkui has over 11 years of experience in the realestate and construction industry, with extensive experience in financial managementwithin the industry. Since he joined Greenland Holding Group in January 2002, Mr. WuZhengkui has served as finance manager, director and supervisor of the subsidiaries ofGreenland Holding Group and assistant general manager of the Finance Department ofGreenland Holding Group.

YOU Defeng, 37, is the chief financial officer of the Company. Mr. You Defeng graduatedfrom Shanghai University of Finance and Economics and obtained a master ’s degree inbusiness administration from China Europe International Business School. He is amember of the Institute of Financial Accountants of the United Kingdom and a qualifiedaccountant of the PRC. Mr. You Defeng has over 15 years of experience in the real estateand construction industry, with extensive experience in financial management within theindustry. Before joining the Group, he worked for China Poly Group Corporation. Since hejoined the Group in March 2001, Mr. You Defeng has held the posts of finance manager andfinance director of the project companies of the Group and Financial Controller of theGroup. Mr You Defeng has been awarded 3,000,000 Shares under the Share Award Scheme.Such Shares are currently held by the trustee of the Share Award Scheme and will only veston 1 April 2015 (provided that the vesting conditions are satisfied).

– 37 –

The Company has not entered into service contracts with any of these proposed Directors.Further announcements will be made by the Company in accordance with the ListingRules as necessary.

10 EFFECT OF THE TRANSACTIONS

As at the Latest Practicable Date, the Company has in issue 1,051,128,275 Shares.

The table below sets out the shareholding structure of the Company: (a) as at the LatestPracticable Date; (b) immediately after the Bonus Issue; (c) immediately after the ShareConsolidation; and (d) immediately after the Subscription Completion (assuming only theRelevant Recipients had elected to receive Bonus CPS under the Bonus Issue and no CPShave been converted into Shares):

As at theLatest Practicable Date Bonus Issue Share Consolidation

Issue of theSubscription Shares

No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)

Subscriber and its concert parties (which include Mr. Wang and his concert parties)

Mr. Wang and his concert parties

SPG Investment 506,741,640 48.2% 48.2% 506,741,640 22.2% 9.6% 101,348,328 22.2% 9.6% 101,348,328 8.9% 3.9%

Prestige Glory 125,510,498 11.9% 11.9% 125,510,498 5.5% 2.4% 25,102,099 5.5% 2.4% 25,102,099 2.2% 1.0%

Brilliant Bright 110,512,493 10.5% 10.5% 110,512,493 4.8% 2.1% 22,102,498 4.8% 2.1% 22,102,498 1.9% 0.8%

Ms. Wang 10,250,448 1.0% 1.0% 51,252,240 2.2% 1.0% 10,250,448 2.2% 1.0% 10,250,448 0.9% 0.4%

Shares 753,015,079 71.6% 71.6% 794,016,871 34.8% 15.1% 158,803,373 34.8% 15.1% 158,803,373 13.9% 6.0%

CPS – 0.0% 0.0% 2,971,058,524 0.0% 56.5% 594,211,704 0.0% 56.5% 594,211,704 0.0% 22.6%

Sub-total A 753,015,079 71.6% 71.6% 3,765,075,395 34.8% 71.6% 753,015,077 34.8% 71.6% 753,015,077 13.9% 28.7%

Subscriber

Shares – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% 685,374,853 60.0% 26.1%

CPS – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% 891,317,556 0.0% 33.9%

Sub-total B – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% 1,576,692,409 60.0% 60.0%

Sub-total of Subscriber andits concert parties (beingSubtotal A + Subtotal B) 753,015,079 71.6% 71.6% 3,765,075,395 34.8% 71.6% 753,015,077 34.8% 71.6% 2,329,707,486 73.9% 88.7%

Public

Shares 298,113,196 28.4% 28.4% 1,490,565,980 65.2% 28.4% 298,113,196 65.2% 28.4% 298,113,196 26.1% 11.3%

CPS – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0%

Sub-total of public 298,113,196 28.4% 28.4% 1,490,565,980 65.2% 28.4% 298,113,196 65.2% 28.4% 298,113,196 26.1% 11.3%

Total shares beforeconversion of CPS 1,051,128,275 100.0% 2,284,582,851 100.0% 456,916,569 100.0% 1,142,291,422 100.0%

Total shares after conversionof CPS 1,051,128,275 100.0% 5,255,641,375 100.0% 1,051,128,273 100.0% 2,627,820,682 100.0%

Notes:

(1) “% of voting rights” represents the shareholding percentage of Shares, assuming no CPS has beenconverted.

(2) “% of issued shares” represents the shareholding percentage on a fully diluted basis assuming all CPS arefully converted.

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As mentioned in the sub-section headed “Undertaking to Restore the Public Float” in thesection headed “Issue of Bonus Shares” above, Mr. Wang has undertaken to the Company,in the event that any Qualified Shareholder (other than the Relevant Recipients) elects toreceive any Bonus CPS under the Bonus Issue, to procure that the Relevant Recipients willsell such Shares immediately after the Subscription Completion to ensure that the PublicFloat Requirement can be met on the Subscription Completion Date.

The table below therefore sets out the shareholding structure of the Company: (a) as at theLatest Practicable Date; (b) immediately after the Bonus Issue (assuming all Shareholdershad elected to receive Bonus CPS under the Bonus Issue); (c) immediately after the ShareConsolidation; (d) immediately after the Subscription Completion (assuming allShareholders had elected to receive Bonus CPS under the Bonus Issue and no CPS havebeen converted into Shares); and (e) immediately after the sale of Shares by the RelevantRecipients for the purpose of satisfying the Public Float Requirement on the SubscriptionCompletion Date:

As at theLatest Practicable Date Bonus Issue Share Consolidation

Issue of theSubscription Shares

Mr. Wang’s sell down torestore public float

No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)No. ofshares

% ofvoting

rights(1)

% ofissued

shares(2)

Subscriber and its concert parties (which include Mr. Wang and his concert parties)

Mr. Wang and his concert parties

SPG Investment 506,741,640 48.2% 48.2% 506,741,640 48.2% 9.6% 101,348,328 48.2% 9.6% 101,348,328 19.3% 3.9% 29,579,934 5.6% 1.1%

Prestige Glory 125,510,498 11.9% 11.9% 125,510,498 11.9% 2.4% 25,102,099 11.9% 2.4% 25,102,099 4.8% 1.0% 25,102,099 4.8% 1.0%

Brilliant Bright 110,512,493 10.5% 10.5% 110,512,493 10.5% 2.1% 22,102,498 10.5% 2.1% 22,102,498 4.2% 0.8% 22,102,498 4.2% 0.8%

Ms. Wang 10,250,448 1.0% 1.0% 10,250,448 1.0% 0.2% 2,050,089 1.0% 0.2% 2,050,089 0.4% 0.1% 2,050,089 0.4% 0.1%

Shares 753,015,079 71.6% 71.6% 753,015,079 71.6% 14.3% 150,603,014 71.6% 14.3% 150,603,014 28.7% 5.7% 78,834,620 15.0% 3.0%

CPS – 0.0% 0.0% 3,012,060,316 0.0% 57.3% 602,412,063 0.0% 57.3% 602,412,063 0.0% 22.9% 602,412,063 0.0% 22.9%

Sub-total A 753,015,079 71.6% 71.6% 3,765,075,395 71.6% 71.6% 753,015,077 71.6% 71.6% 753,015,077 28.7% 28.7% 681,246,683 15.0% 25.9%

Subscriber

Shares – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% 315,338,479 60.0% 12.0% 315,338,479 60.0% 12.0%

CPS – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% 1,261,353,930 0.0% 48.0% 1,261,353,930 0.0% 48.0%

Sub-total B – 0.0% 0.0% – 0.0% 0.0% – 0.0% 0.0% 1,576,692,409 60.0% 60.0% 1,576,692,409 60.0% 60.0%

Sub-total of Subscriberand concert parties(being Subtotal A +Subtotal B) 753,015,079 71.6% 71.6% 3,765,075,395 71.6% 71.6% 753,015,077 71.6% 71.6% 2,329,707,486 88.7% 88.7% 2,257,939,092 75.0% 85.9%

Public

Shares 298,113,196 28.4% 28.4% 298,113,196 28.4% 5.7% 59,622,639 28.4% 5.7% 59,622,639 11.3% 2.3% 131,391,033 25.0% 5.0%

CPS – 0.0% 0.0% 1,192,452,784 0.0% 22.7% 238,490,556 0.0% 22.7% 238,490,556 0.0% 9.1% 238,490,556 0.0% 9.1%

Sub-total of public 298,113,196 28.4% 28.4% 1,490,565,980 28.4% 28.4% 298,113,195 28.4% 28.4% 298,113,195 11.3% 11.3% 369,881,589 25.0% 14.1%

Total shares beforeconversion of CPS 1,051,128,275 100.0% 1,051,128,275 100.0% 210,225,653 100.0% 525,564,132 100.0% 525,564,132 100.0%

Total shares afterconversion of CPS 1,051,128,275 100.0% 5,255,641,375 100.0% 1,051,128,272 100.0% 2,627,820,681 100.0% 2,627,820,681 100.0%

– 39 –

Notes:

(1) “% of voting rights” represents the shareholding percentage of Shares, assuming no CPS has beenconverted.

(2) “% of issued shares” represents the shareholding percentage on a fully diluted basis assuming all CPS arefully converted.

Under the terms of the CPS, the Company will not issue Shares to any CPS Holder uponany exercise of the conversion right relating to the CPS (including the Bonus CPS) held bysuch CPS Holder in the event that the Public Float Requirement cannot be complied with.

11 RATIONALE FOR THE TRANSACTIONS

The Company believes that the Subscription will strengthen the financial position of theGroup, raise the profile of the Group in Hong Kong and China, and allow the Group tobenefit from the strong support and resources of Greenland Holding Group. Further, theSubscriber has undertaken to the Company in the Subscription Agreement that, for aperiod of three years after the Subscription Completion, the Company will be the onlylisted vehicle in Hong Kong for the Subscriber and its Affiliates in the real estatedevelopment or investment business.

However, following the Subscription Completion, the Shares held by each of theSubscriber and Mr. Wang (including the Shares held by the Relevant Recipients) wouldnot count towards the public float under the Listing Rules. In order to facilitate themaintenance of the Public Float Requirement, the Company is proposing to implement theBonus Issue (in respect of which Mr. Wang has undertaken to procure that the RelevantRecipients will be issued with non-voting CPS only) before the Subscription Completion,and to issue the Subscription CPS to the Subscriber at the Subscription Completion.

As the issue of the Bonus Shares will result in an increase in the total number of issuedShares and therefore a corresponding decrease of the trading price of the Shares on a perShare basis, the Company proposes to implement the Share Consolidation (effectively onthe same ratio as the Bonus Issue) soon after the Bonus Issue, in order to off-set the pricereduction effect of the Bonus Issue on a per Share basis. The Share Capital Increase and theAmendments are being proposed in order to implement the Subscription and the BonusIssue.

Delta Link (through SPG Hotel) is the legal and beneficial holder of 50% of the entireissued capital of the JV Company. HSH indirectly holds the remaining 50% of the entireissued share capital of the JV Company. The JV Group is principally engaged in thedevelopment, operation and sale of properties of the Peninsula Shanghai.

According to the JV Shareholder Agreement, in the event that Mr. Wang ceases to hold(whether directly or indirectly) over 50% of the equity interest in SPG Hotel, HSH willhave the first right to acquire the 50% equity interest then owned by SPG Hotel in the JVCompany at a discount to its market value. Upon the Subscription Completion, Mr. Wang(through the Relevant Recipients) will cease to be the controlling shareholder of theCompany and, accordingly, would cease to hold over 50% of the equity interest in SPGHotel. The Disposal is proposed, among other reasons, to avoid the indirect change in thecontrolling shareholder of SPG Hotel so that the pre-emption right will not be triggered asa result of the Subscription Completion.

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In addition, the Disposal Group posted a net loss after taxation for the two years ended 31December 2011 and 31 December 2012. In view of such losses, the Company believes thatthe Disposal Group’s performance is unlikely to improve in the short term. Further, inlight of the substantial indebtedness of the WFOE (of approximately RMB2,592 million,being approximately HK$3,224 million, in bank and other loans as at 31 December 2012)and the future funding requirements of the Disposal Group, the Company believes thatthe Disposal can improve the Group’s earnings and cash position, facilitate the Group toincrease the level of return on its other investments and allow the Group to redeploy itsresources for other opportunities.

The Disposal would also allow the Company to focus on the business of real estatedevelopment and investment following the Subscription Completion.

As part of the Transactions, the Company also proposes to pay the Special Dividend to theShareholders and the CPS Holders whose names appear on the Register on the DividendRecord Date (other than the Subscriber), in order to allow Shareholders to receive a cashbenefit from the Transactions and to facilitate the Disposal Completion.

Following the Subscription Completion, the Disposal Completion and the payment of theSpecial Dividend, the net proceeds receivable by the Company for the proposedTransactions are expected to be approximately HK$2,940 million. The Company believesthat the financial position of the Group will be strengthened, as it intends to use part of theproceeds to repay certain bank loans of the Group and for the future development of theGroup’s real estate projects.

The Company is also proposing the Change of Name which would, among other things,better reflect the relationship between the Company and the Subscriber following theSubscription Completion.

12 IMPLEMENTATION OF THE TRANSACTIONS

Sequence of Completion of the Transactions

Assuming all the relevant conditions to each of the Transactions have been satisfied (or, ifapplicable, waived):

(a) the Company will first implement the Share Capital Increase and the FirstAmendments;

(b) completion of the Bonus Issue and the Share Consolidation (and the implementationof the Second Amendments) will occur soon after the Share Capital Increase and theAmendments (where the Consolidation Effective Date is expected to be soon afterthe date of completion of the Bonus Issue), irrespective of whether the SubscriptionCompletion will occur;

(c) the Disposal Completion will occur soon after completion of the Bonus Issue and theShare Consolidation and on the same date as the Subscription Completion Date,such that the Subscription Completion will occur immediately after the DisposalCompletion;

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(d) the Subscription Completion will occur immediately after the Disposal Completion;

(e) the Special Dividend will be paid soon after the Subscription Completion; and

(f) the Change of Name (and the corresponding amendments to the Articles) will occursoon after the Subscription Completion.

Shareholders and potential investors should note that completion of each of the BonusIssue and the Share Consolidation is not conditional upon the SubscriptionCompletion. However, in the event that the Bonus Issue and the Share Consolidationare completed but the Subscription Completion does not occur, the economic rights ofShareholders will not be affected.

Inter-conditionality of the Transactions

Each of the Share Capital Increase, the First Amendments, the Bonus Issue, the ShareConsolidation and the Second Amendments are not conditional on either the Subscription,the Disposal or the Special Dividend proceeding.

Each of the Disposal, the Subscription and the Special Dividend is conditional upon eachother proceeding, as well as being conditional upon completion of the Bonus Issue and theShare Consolidation.

If the Disposal and the Subscription do not proceed, the Special Dividend will not be madeand the Change of Name (and the corresponding amendments to the Articles) will notoccur.

Each of the Specific Mandate, the Whitewash Waiver and the Change of Name areancillary matters to support the Subscription, and therefore the approvals of each of themare part of the Subscription Conditions.

The approval of the Special Deal is an ancillary matter to support the Disposal, and istherefore one of the Disposal Conditions.

The Transactions are subject to the satisfaction (or, if applicable, waiver) of a number ofconditions as set out in this Circular and, accordingly, the Transactions may or may notproceed and are possibilities only.

Shareholders and potential investors should exercise caution when dealing in Shares.Persons who are in doubt as to the action they should take should consult theirstockbroker, bank manager, solicitor or other professional adviser.

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13 GENERAL

EGM

The Company will convene the EGM at Chatham Room, 7/F, Conrad Hotel, Pacific Place,88 Queensway, Hong Kong on Monday, 5 August 2013 at 10:00 am to consider and, ifthought fit, approve the Transactions.

As the Register will not be closed for the purpose of determining the Shareholders’eligibility to attend and vote at the EGM, only persons who are registered holders ofShares at the time of the EGM (based on the Register) will qualify for attending and votingat the EGM. In order to qualify for attending and voting at the EGM, unregistered holdersof Shares should ensure that all transfer documents accompanied by the relevant sharecertificates must be lodged with the Registrar for registration not later than 10:00 am onSaturday, 3 August 2013.

The EGM will be held for the purpose of considering and, if thought fit, approving therelevant resolutions for the Transactions.

A notice convening the EGM is set out on page EGM-1 to page EGM-6 of this Circular.Whether or not you intend to attend the meeting (or any adjournment thereof), pleasecomplete and return the enclosed Proxy Form in accordance with the instructions printedon the Proxy Form as soon as practicable, but in any event not less than 48 hours before thetime appointed for holding the meeting (or any adjournment thereof), to the Registrar (at26th Floor, Tesbury Centre, Wanchai, 28 Queen’s Road East, Hong Kong). Completion andreturn of the form of proxy will not preclude you from attending and voting at the meeting(or any adjournment meeting) if you so wish and, in such event, the instrumentappointing a proxy will be deemed to be revoked.

The resolutions proposed to be approved at the EGM will be taken by poll and anannouncement will be made by the Company after the EGM on the results of the EGM.

Voting

The resolutions to be put to vote at the EGM will be taken by way of a poll in accordancewith the Listing Rules and the Code.

Only the Code Independent Shareholders will be eligible to vote on the relevantresolutions relating to the Subscription, the Whitewash Waiver and the Special Deal.Accordingly: (a) Mr. Wang, the Relevant Recipients, their respective associates and theparties acting in concert with any of them; and (b) Shareholders who are interested in orinvolved in the relevant Transactions, will abstain from voting on the relevant resolutionsrelating to the Subscription, the Whitewash Waiver and the Special Deal.

Only the LR Independent Shareholders will be eligible to vote on the relevant resolutionsrelating to the Subscription, the Specific Mandate, the Disposal and the Special Dividend.Mr. Wang, the Relevant Recipients, their respective associates and the parties acting inconcert with any of them will abstain from voting on the relevant resolutions relating tothe Subscription, the Specific Mandate, the Disposal and the Special Dividend.

All Shareholders will be able to vote on the Share Capital Increase, the Amendments, theBonus Issue, the Share Consolidation and the Change of Name.

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IBC

The IBC, comprising all the independent non-executive Directors (namely Mr. CheongYing Chew, Henry, Mr. Fong Wo, Felix, JP, Mr. Jiang Simon X. and Mr. Kwan Kai Cheong)who have no direct or indirect interest in the Transactions, has been established to advise:(a) the Code Independent Shareholders as to whether the terms of the Subscription, theWhitewash Waiver and the Special Deal are fair and reasonable and as to voting; and (b)the LR Independent Shareholders as to whether the terms of the Subscription, theDisposal and the Special Dividend are fair and reasonable and in the interest of theCompany and the Shareholders as a whole and the voting action that should be taken byShareholders.

The “Letter from the IBC”, which contains the IBC’s recommendations to the IndependentShareholders, is set out on pages 66 to 67 of this Circular.

IFA

The Company has appointed Somerley Limited as the IFA to advise the IBC and theIndependent Shareholders in relation to the Transactions and, in particular, as to whether:(a) the terms of the Subscription, the Whitewash Waiver and the Special Deal are fair andreasonable and as to voting; and (b) the terms of the Subscription, the Disposal and theSpecial Dividend are fair and reasonable and in the interest of the Company and theShareholders as a whole and the voting action that should be taken by Shareholders.

The “Letter from the IFA”, which contains the IFA’s recommendations to the IBC and theIndependent Shareholders, is set out on pages 68 to 96 of this Circular.

14 RECOMMENDATION

The Board (excluding Mr. Wang who abstained from voting in respect of the Disposal andthe Special Dividend due to his interest, but including the IBC) considers that the ShareCapital Increase, the Amendments, the Bonus Issue, the Share Consolidation, theSubscription, the Specific Mandate, the Whitewash Waiver, the Disposal, the Special Deal,the Special Dividend and the Change of Name are fair and reasonable and in the interestsof the Company and the Shareholders as a whole and recommends the IndependentShareholders to vote in favour of all the resolutions to be proposed at the EGM.

15 ADDITIONAL INFORMATION

Your attention is also drawn to the additional information as set out in the appendices tothis Circular.

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