PROPERTY VALUATION REPORT

Transcription

1 T: (852) F: (852) /F Two Exchange Square Central, Hong Kong EA Licence: C savills.com The Directors Asian Growth Properties Limited Portcullis TrustNet Chambers P.O. Box 3444 Road Town, Tortola British Virgin Islands The Directors Panmure Gordon (Broking) Limited Moorgate Hall 155 Moorgate London EC2M 6XB United Kingdom The Directors S E A Holdings Limited Clarendon House Church Street Hamilton HM11 Bermuda 18 September 2006 Dear Sirs RE: VALUATION OF VARIOUS PROPERTIES IN WHICH INTERESTS ARE TO BE ACQUIRED BY ASIAN GROWTH PROPERTIES LIMITED FROM S E A HOLDINGS LIMITED 1. Instructions In accordance with the instructions received from Asian Growth Properties Limited (the Company ) and S E A Holdings Limited ( SEA ), we, Savills Valuation and Professional Services Limited, Chartered Surveyors ( Savills ), confirm that we have carried out inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the Market Value (as defined below) of the leasehold interest in each of the properties set out in the attached Valuation Certificate as at 30 June 2006 that are owned by SEA and its subsidiaries (together the SEA Group ). We have valued each property individually and not as part of a portfolio. 35

2 2. Inspection We have inspected the exterior of the properties and, where possible, we have also inspected the interior of the premises. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defect. We are not, however, able to report that these properties are free from rot, infestation or any other structural defect. No tests were carried out on any of the services. 3. Compliance with Appraisal and Valuation Standards and The Listing Rules We confirm that the valuations have been made in accordance with the appropriate sections of both the current Practice Statements ( PS ), and United Kingdom Practice Statements ( UKPS ) contained in the RICS Appraisal and Valuation Standards, 5th Edition published by the Royal Institution of Chartered Surveyors in the United Kingdom (the RICS ) (the Red Book ) as well as the AIM Rules and Listing Rules published by London Stock Exchange Plc. (the LSE ). We also confirm that in undertaking our valuation, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the HKEx Listing Rules ) as well as The HKIS Valuation Standards on Properties (1st Edition 2005) published by the Hong Kong Institute of Surveyors ( HKIS ). 4. Status of Valuer and Conflicts of Interest We confirm that we have undertaken the valuations acting as External Valuers as defined in the Red Book, and are qualified for the purpose of the valuation. We do not have historic and ongoing involvement with the Company and SEA and we are not aware of any conflicts of interest that may cause impact on this instruction. 5. Purpose of the Valuation Report We understand that this Letter and Valuation Certificate (the Valuation Report ) are required for firstly to report to the directors of the Company the current Market Value of the properties in connection with the acquisition of the properties by the Company and secondly inclusion in an AIM re-admission document upon which the shareholders of the Company will rely in making their voting decision in relation to the Company s extraordinary general meeting to approve the proposed acquisition of the properties from the SEA Group (the Re-admission Document ). We also understand that the Valuation Report will be relied upon by SEA for the purposes of the sale of the properties and by Panmure Gordon (Broking) Limited (the NOMAD ) in connection with their obligations as nominated adviser to the Company in respect of the Company s re-admission to trading on the Alternative Investment Market ( AIM ) operated by the LSE. 36

3 6. Basis of Valuation Market Value Our valuations are prepared on the basis of Market Value and in accordance with the current RICS Appraisal and Valuation Standards in which Market Value (which is also defined by the HKIS to mean) is defined to mean the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. In undertaking our valuations, we have applied the interpretive commentary which has been settled by the International Valuation Standards Committee of the RICS and which is included in PS 3.2 of the RICS Appraisal and Valuation Standards. We have valued Properties Nos. 1, 2 and 3 in Group I which are held for leasing by reference to sales evidence as available on the market and where appropriate, on the basis of capitalisation of the net income shown on schedules handed to us. We have allowed for outgoings and, in appropriate cases, made provisions for reversionary income potential. We have valued each of Properties Nos. 4 and 5 in Group II, which is under development as a development site and on the basis that the property will be developed in accordance with the latest development proposal provided to us. We have assumed that all necessary approvals for the proposal have been obtained from the relevant government authorities without onerous conditions or restrictions and have taken into account the development costs to complete the development. We have valued Property No. 6 in Group III, which comprises unsold units held for sale within a development which is partly completed and partly under construction on the basis that the property is fully completed as at the date of valuation and is available for sale in the market with immediate vacant possession and the benefits of an Occupation Permit, a Certificate of Compliance and all approvals, permits and consents issued by all relevant government authorities without onerous conditions. Taxation and Costs We have not allowed for any expenses or taxation which may be incurred in effecting a sale of the properties. 37

4 7. Assumptions and Sources of Information An Assumption is stated in the Glossary to the Red Book to be a supposition taken to be true ( Assumption ). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that, by agreement, need not be verified by a valuer as part of the valuation process. In undertaking our valuations, we have made a number of Assumptions and have relied on certain sources of information. Where appropriate, the SEA Group s advisers have confirmed that our Assumptions are correct so far as they are aware of. In the event that any of these Assumptions prove to be incorrect, then our valuations should be reviewed. The Assumptions we have made for the purposes of our valuations are referred to below: 7.1 Title We have not been provided with the title documents relating to the properties in Hong Kong but we have caused searches to be made at the Land Registry of the government to verify the relevant owners and the encumbrances, if any, that are registered against the properties. We have been provided with copies of extracts of the title documents relating to the properties in the People s Republic of China and have read the legal reports on title for these properties. In undertaking our valuations, we have assumed that the properties have good and marketable titles which are free from any encumbrances, charges, mortgages or outgoings that may materially affect their values. 7.2 Condition of Structure and Services, Deleterious Materials and Plant and Machinery We have not undertaken condition surveys of the properties nor have we have inspected woodwork or other parts of their structures which are covered, unexposed or inaccessible. We have assumed that the properties are free from any rot, infestation or structural and design defects. We have not arranged for any investigations to be made to determine whether any deleterious materials have been used in the construction or alterations, if any, of the properties. We have assumed that the properties are free of such materials. No mining, geological or other investigations have been undertaken to certify that the sites of the properties with existing buildings are free from any defect as to foundations. We have assumed that the load bearing capacities of the grounds of the properties are sufficient to support the buildings and no abnormal ground conditions are present which may affect the occupation, development or values of the properties. We have not carried out any investigation on site to determine the ground conditions and services for the properties which are under development. Our valuations are prepared on the assumption that these aspects are satisfactory and no extraordinary expenses will be incurred during the development. 38

5 No tests have been carried out on any of the plant and machinery, services or drains of the properties. We have assumed that they are satisfactory and have no adverse impact on the values of the properties. We would emphasize that our Valuation Report does not provide any warranties on the conditions of any buildings, structures, services, foundations and the ground of the properties. 7.3 Environmental Matters We have not compiled or caused to compile any environmental reports in relation to the properties nor have we been provided with any such reports from the Company or SEA. In undertaking our valuation, we have assumed that there is no actual or potential contamination of the land and buildings of the properties. 7.4 Areas We have relied on the information given by the SEA Group on site and floor areas. Dimensions, measurements and areas included in the enclosed Valuation Certificate are based on such information. 7.5 Leasing In respect of the properties which are let by the SEA Group, we have been provided with a tenancy schedule for each property. However, we have not been provided with any legal due diligence reports on these leasing. We have assumed that the data shown on the tenancy schedules provided are correct. 7.6 Legal issues We are not in a position or capacity to advise on the titles or other legal issues in relation to the properties and such advice should be made by the Company s legal adviser. 7.7 Information We have relied to a very considerable extent on information given by the SEA Group in relation to the leasing, development proposal, development costs and programme, interest attributable to the SEA Group in each property and other relevant matters in relation to our valuations. We have also relied on the title reports of the SEA Group s legal adviser on the titles of the properties in the People s Republic of China. We have assumed that all information supplied to us in respect of the properties is full and correct. 39

6 8. Valuation Unless otherwise stated, all amounts are stated in Hong Kong dollars ( HK$ ). The property interests in Sichuan Province and Guangzhou Province, The People s Republic of China have been valued in Reminbi ( RMB ) and such valuations have been translated into HK$ at the rate of exchange prevailing at the date of valuation at RMB1.027 to HK$1.0 and there has been no significant fluctuation in that exchange rate between the date of valuation and the date of this letter. We are of the opinion that the aggregate of the Market Values as at 30 June 2006 of the leasehold interests in the properties described in the Valuation Certificate attributable to the SEA Group, subject to the assumptions and comments in this Valuation Report was as follows: HK$6,425,186,465 (HONG KONG DOLLARS SIX BILLION FOUR HUNDRED TWENTY FIVE MILLION ONE HUNDRED EIGHTY SIX THOUSAND FOUR HUNDRED AND SIXTY FIVE) We confirm that there has been no material change in the value of the properties between the date of valuation and the date of this letter save that in the cases of 6-20 Leighton Road (Property No. 4) and Westmin Plaza Phase II (Property No. 5), which are under development, the value of each of these properties has been enhanced by an amount equal to the additional costs expended towards the construction/development of each of such properties. 9. Confidentiality and Disclosure This Valuation Report is made for the use of the Company, the SEA Group and the NOMAD for the purposes as specified herein. Any reference to our valuation or Valuation Report or any disclosure or publication of the Valuation Report or any part thereof requires our written approval and consent. 10. Confirmation We confirm that, as at the date of this letter: (1) we do not have any shareholding in the Company or any of its subsidiaries (collectively the Group ) or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; (2) we do not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group; and (3) we are not (and do not intend to be) a director, officer or employee of the Company. However, the Company may in the future retain Savills as a professional advisor. 40

7 We also confirm that, as at the date of this letter: (1) we do not have any shareholding in SEA or any of its subsidiaries or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the SEA Group; (2) we do not have any interest, direct or indirect, in any assets which have been acquired or disposed of by or leased to any member of the SEA Group or are proposed to be acquired or disposed of by or leased to any member of the SEA Group; and (3) we are not (and do not intend to be) a director, officer or employee of SEA. However, SEA may in the future retain Savills as a professional advisor. 11. Consent We hereby give our consent for the purposes of the inclusion of this Valuation Report and the references to our name, in the form and context in which they appear, in the Re-admission Document and if required a circular to be published and despatched by SEA to its shareholders under the HKEx Listing Rules. For the purposes of paragraph (a) of Schedule Two to the AIM Rules, we are responsible for this letter as part of the Re-admission Document and declare that we have taken all reasonable care to ensure that the information contained in this letter is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Re-admission Document in compliance with Schedule Two of the AIM Rules. Yours faithfully For and on behalf of Savills Valuation and Professional Services Limited Charles C K Chan MSc FRICS FHKIS MCIArb RPS(GP) Chartered Surveyor Managing Director Notes: Mr. Charles C K Chan is a Registered Professional Surveyor (General Practice), a fellow member of the Royal Institution of Chartered Surveyors of the United Kingdom and the Hong Kong Institute of Surveyors. He has over 21 years valuation experience in Hong Kong and about 17 years valuation experience in the mainland China. 41

8 SUMMARY OF VALUATION Market value in Interest existing state Market value in attributable attributable to the existing state as at to the SEA Group as at Property 30 June 2006 SEA Group 30 June 2006 Group I Properties held for leasing 1. Dah Sing Financial Centre, HK$3,250,000, % HK$3,250,000, Gloucester Road, Wanchai, Hong Kong, The People s Republic of China 2. 28th Floor, HK$197,000, % HK$197,000,000 9 Queen s Road Central, Central, Hong Kong, The People s Republic of China 3. Plaza Central, HK$863,680,623 97% HK$837,770,204 8 Shunchengda Street, Yanshikou, Chengdu, Sichuan Province, The People s Republic of China Group II Properties held under development Sub-total: HK$4,310,680,623 HK$4,284,770, Leighton Road, HK$690,000, % HK$690,000,000 Causeway Bay, Hong Kong, The People s Republic of China 5. Westmin Plaza Phase II, HK$817,916, % HK$817,916, Zhong Shan 7th Road, Li Wan District, Guangzhou, Guangdong Province, The People s Republic of China Sub-total: HK$1,507,916,261 HK$1,507,916,261 42

9 Market value on Interest completion basis Market value in attributable attributable to the existing state as at to the SEA Group as at Property 30 June 2006 SEA Group 30 June 2006 Group III Property held for sale 6. Unsold Residential Units and HK$1,150,000,000 55% HK$632,500,000 Car Parks in Royal Green, 18 Ching Hiu Road, Sheung Shui, New Territories, Hong Kong, The People s Republic of China Sub-total: HK$1,150,000,000 HK$632,500,000 Grand total: HK$6,968,596,884 HK$6,425,186,465 43

10 Group I Properties held for leasing VALUATION CERTIFICATE Property Description and tenure Particulars of occupancy Market value in existing state as at 30 June Dah Sing Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong, The People s Republic of China Inland Lot No The property comprises a 39- storey commercial building including offices and shops and with ancillary car-parking facilities completed in 1991 erected on a site with a registered site area of approximately 2, sq.m. (26,705 sq.ft.). The Ground and 1st Floors of the building are used for retail purposes and the 6th to 38th Floors are occupied for office purposes. The total gross floor area of the building is approximately 37, sq.m. (400,113 sq.ft.). The property also comprises 137 covered car-parking spaces and 27 open car-parking spaces on the 1st to 4th Floors. Inland Lot No is held from the Hong Kong Government under Conditions of Exchange No for a term expiring on 30 June 2047 at an annual Government rent at 3% of the rateable value for the time being of the lot. Except for about 3, sq.m. (41,813 sq.ft.) of offices which are vacant, the commercial and office floors are let under various tenancies mostly for terms of three years with the latest expiring in November The total monthly rental receivable for the shops and offices is about HK$6,900,000 exclusive of rates and management fees. The car-parking spaces are let under various monthly licences at a total monthly licence fee in June 2006 of about HK$218,000. HK$3,250,000,000 (100% interest) (100% interest attributable to the SEA Group: HK$3,250,000,000) Notes: (1) The registered owner of the property is Wing Siu Company, Limited, in which the SEA Group has a 100% shareholding interest. (2) The property is subject to a mortgage to secure general banking facilities in favour of The Hongkong and Shanghai Banking Corporation Limited. 44

11 Property Description and tenure Particulars of occupancy Market value in existing state as at 30 June th Floor, 9 Queen s Road Central, Central, Hong Kong, The People s Republic of China 500/23,086th shares of and in the Remaining Portion of Section A of Marine Lot No. 102, Section C of Marine Lot No. 103, The Remaining Portion of Marine Lot No. 101, The Remaining Portion of Inland Lot No. 514, Section A of Marine Lot No. 101, Section B of Marine lot No. 101 and The Remaining Portion of Section C of Marine Lot No Queen s Road Central is a 35-storey commercial building completed in The ground to 2nd Floors are for retail uses and the upper floors are used as offices. The property comprises the office on the whole of the 28th Floor of the building with a total gross floor area of 1, sq.m. (13,769 sq.ft.) or thereabouts. Inland Lot No. 514 is held from the Hong Kong Government under a Government Lease for a term of 999 years commencing from 21 January Marine Lots Nos. 101, 102 and 103 are held under three Government Leases each for a term of 999 years commencing from 16 November The property is let under a tenancy for a term of six years commencing from 16 May 2000 to 15 May 2006 and for a further term of three years until 15 May 2009 at a current monthly rental of HK$273,865 exclusive of rates and management and airconditioning fees. HK$197,000,000 (100% interest) (100% interest attributable to the SEA Group: HK$197,000,000) The total annual Government rent payable for Marine Lots Nos. 101, 103 and Inland Lot No. 514 is 104 British pounds and 10 shillings and the annual Government rent payable for Marine Lot No. 102 is HK$242. Notes: (1) The registered owner of the property is Handy View Company Limited, in which the SEA Group has a 100% shareholding interest. (2) The property is subject to a mortgage to secure general banking facilities in favour of Bank of China (Hong Kong) Limited (formerly known as The National Commercial Bank, Limited). (3) The property is subject to a deed of novation and a deed of variation and extension of lease both in favour of Sullivan & Cromwell LLP (formerly known as Sullivan & Cromwell). 45

12 Property Description and tenure Particulars of occupancy Market value in existing state as at 30 June Plaza Central, 8 Shunchengda Street, Yanshikou, Chengdu, Sichuan Province, The People s Republic of China Plaza Central comprises two 30-storey office blocks erected on a 6-storey (including a basement) commercial podium plus another 2 basements for car-parking purpose. The development was completed in about The land on which the development is erected has a site area of approximately 7, sq.m. (83,093 sq.ft.). The property has a total gross floor area of approximately 91, sq.m. (985,030 sq.ft.) and the detailed gross floor areas are stated as below: Except for approximately of 45,932 sq.m. which are vacant and 847 sq.m. which are occupied by the SEA Group as office, the property is subject to various tenancies with the latest one expiring on 31 July 2026 at a total monthly rent of RMB1,241,089, exclusive of management fees and all outgoings. HK$863,680,623 (100% interest) (97% interest attributable to the SEA Group: HK$837,770,204) Floor Gross Floor Area (Use) (sq.m.) 6 38* Office 48, B1 5 Shop 29, B2 B3 Car Park 13, B1 Passage Total 91, (*there being no 14th, 24th and 34th floors) The land use rights of the property were granted for a term of 70 years from 7 October 1993 for composite uses. 46

13 Notes: (1) Pursuant to a State-owned Land Use Rights Certificate Cheng Guo Yong (1993) Zi Di No. 056 dated 7 October 1993 issued by the State-owned Land Resources Administrative Bureau of Chengdu, the land use rights of a parcel of land with a site area of 7, sq.m. were granted to (Chengdu Huashang House Development Company Limited), in which the SEA Group has a 97% shareholding interest for a term of 70 years from 7 October 1993 for composite uses. (2) Pursuant to a Building Ownership Certificate Cheng Fang Quan Zheng Jian Zheng Zi Di No dated 4 April 2006 issued by the Real Estate Administrative Bureau of Chengdu, the building ownership of the property with a total gross floor area of 91, sq.m. is vested in (Chengdu Huashang House Development Company Limited). (3) We have been provided with a legal opinion on the title to the property issued by the SEA Group s PRC legal advisers, which contains, inter alia, the following: (i) (ii) the land use rights of the property are legally held by the SEA Group and there is no legal impediment for the SEA Group to freely transfer, lease, mortgage or dispose of the property in the market; all land premium payments and other costs such as resettlement and ancillary utilities services have been paid in full and there is no requirement for payment of further land premium or other onerous payments to the government; (iii) pursuant to a Building Ownership Certificate Cheng Fang Quan Zheng Jian Zheng Zi Di No dated 4 April 2006, (Chengdu Huashang House Development Company Limited) is the owner of the property and has the legal right to lease the property, and (iv) the property is subject to a mortgage in favour of Bank of China (Hong Kong) Limited, Shenzhen Branch due to expire on 10 August The said mortgage is currently being converted from a mortgage of land and buildings attached thereto to a property mortgage. 47

14 Group II Properties held under development Property Description and tenure Particulars of occupancy Market value in existing state as at 30 June Leighton Road, Causeway Bay, Hong Kong, The People s Republic of China Inland Lots Nos. 4369, 4370, 4371, 4372, 4373, 4374, 4375 and The property comprises eight continuous lots with a total registered site area of approximately sq.m. (9,514 sq.ft.). The property is proposed to be developed into a 30-storey hotel development with two car-parking spaces, one coach parking space, two lay-bys and one loading/unloading bay. The proposed hotel building comprises totally 206 guest rooms with a gross floor area of approximately 13, sq.m. (142,149 sq.ft.) and is scheduled to be completed by the end of The property is currently under foundation work. HK$690,000,000 (100% interest) (100% interest attributable to the SEA Group: HK$690,000,000) Inland Lots Nos to 4376 are each held from the Hong Kong Government under a Government Lease for a term of 75 years commencing from 6 November 1899 renewed for a further term of 75 years at a total annual Government rent of HK$11,370. Notes: (1) The registered owner of the property is Sky Trend Investments Limited (for Inland Lots Nos to 4372) and Concord Way Limited (for Inland Lots Nos to 4376). The SEA Group has a 100% shareholding interest in each of the registered owner companies. (2) The property is subject to two mortgages both in favour of Bank of China (Hong Kong) Limited. (3) We have valued the property in its existing state and on the basis that the property will be developed in accordance with the latest development proposal provided to us. We have assumed that all necessary approvals for the proposal will be obtained from the relevant government authorities without onerous restrictions. We have taken into account the development costs required to complete the development and the development programme as advised by the SEA Group. (4) The gross development value of the proposed development as at 30 June 2006 is estimated at HK$1,240,000,000. (5) As advised by the SEA Group, the outstanding construction cost to complete the proposed development is about HK$293,000,

15 Property Description and tenure Particulars of occupancy Market value in existing state as at 30 June Westmin Plaza Phase II, Zhong Shan 7th Road, Li Wan District, Guangzhou, Guangdong Province, The People s Republic of China The property comprises a parcel of land with a site area of approximately 13, sq.m. (141,108 sq.ft.) on which a composite development is under construction. The proposed development will comprise 4 residential blocks and an office block erected on a 6-storey (including 3 basement levels) commercial/car-parking podium. It is scheduled to be completed in the first quarter of The property is currently under construction. HK$817,916,261 (100% interest) (100% interest attributable to the SEA Group: HK$817,916,261) The total planned gross floor area of the proposed development upon completion will be approximately 118,554 sq.m. (1,276,114 sq.ft.) and will comprise the following accommodation: Planned Gross Floor Area (sq.m.) (sq.ft.) Residential 52, ,721 Commercial 27, ,747 Office 18, ,234 Carpark 20, ,412 Total 118,554 1,276,114 The land use rights of the Lot No. 74 were granted for a term of 70 years for residential uses, a term of 40 years for commercial, entertainment and tourism uses and a term of 50 years for other uses, all from 23 May The land use rights of the Lot No. 114 were granted for a term of 70 years for residential uses, a term of 40 years for commercial, entertainment and tourism uses and a term of 50 years for other uses, all from 1 April

16 Notes: (1) Pursuant to a State-owned Land Use Rights Certificate Sui Fu Guo Yong (2002) Zi Di Te No. 74 dated 18 June 2002 issued by the State-owned Land Resources and Real Estate Administrative Bureau of Guangzhou, the land use rights of a parcel of land with a site area of 6, sq.m. were granted to (Guangzhou Yingfat House Property Development Co., Ltd.) in which the SEA Group has a 100% shareholding interest for a term of 70 years for residential uses, a term of 40 years for commercial, entertainment and tourism uses and a term of 50 years for other uses, all from 23 May (2) Pursuant to a State-owned Land Use Rights Certificate Sui Fu Guo Yong (2002) Zi Di Te No. 114 dated 1 August 2002 issued by the State-owned Land Resources and Real Estate Administrative Bureau of Guangzhou, the land use rights of a parcel of land with a site area of 6,547 sq.m. were granted to (Guangzhou Yingfat House Property Development Co., Ltd.) in which the SEA Group has a 100% shareholding interest for a term of 70 years for residential uses, a term of 40 years for commercial, entertainment and tourism uses and a term of 50 years for other uses, all from 1 April (3) Pursuant to a Construction Land Planning Permit Sui Gui Di Huan Zheng Zi 1997 Di No. 137 issued by the Urban Planning Bureau of Guangzhou, a composite development has been approved for construction on the land of the property. (4) Pursuant to a Construction Planning Permit 2004 Sui Cheng Gui (Li) Jian Zi Nos. 285, 286 and 300 and 566 issued by the Urban Planning Bureau of Guangzhou, a composite development with a total planned gross floor area of approximately 101,143 sq.m. has been approved for construction. (5) Pursuant to 2 Construction Commencement Permits and issued by the Construction Bureau of Guangzhou, permission was given to commence construction works on 8 September 2004 and 25 August 2005 respectively. (6) Pursuant to a Sales Permit No. Sui Fang Yu (Wang) Zi Di No issued by the State-owned Land Resources and Real Estate Administrative Bureau of Guangzhou on 27 April 2006, 285 residential units with a total gross floor area of 24, sq.m. were permitted to be pre-sold. (7) Pursuant to a Sales Permit No. Sui Fang Yu (Wang) Zi Di No issued by the State-owned Land Resources and Real Estate Administrative Bureau on 30 April 2006, 313 residential units with a total gross floor area of 24, sq.m. were permitted to be pre-sold. (8) As advised by the SEA Group, as at 30 June 2006, 571 residential units with a total gross floor area of 46,529 sq.m. have been pre-sold at a total consideration of RMB405,622,000. We have taken into account the consideration of the said pre-sold units in our valuation. (9) As advised by the SEA Group, the total construction cost expended as at 30 June 2006 was approximately RMB105,000,000 and the total outstanding construction cost to be expended to complete the proposed development was approximately RMB125,000,000. In undertaking our valuation, we have taken into account the said amounts. (10) The gross development value of the proposed development as at 30 June 2006 was estimated at RMB1,224,000,000. (11) In undertaking our valuation, we have taken into account of the outstanding land premium with a total consideration of RMB20,185,

17 (12) We have been provided with a legal opinion on the title to the property issued by the SEA Group s PRC legal advisers, which contains, inter alia, the following: (i) the land use rights of the property are legally owned by the SEA Group; there is no legal impediment of the SEA Group to freely transfer, lease, mortgage or dispose of the partly constructed development in the market for those gross floor areas covered by the stated-owned land use rights contract. According to the surveying report, the gross floor area of the commercial and residential portion of Westmin Plaza Phase II has exceeded the approved gross floor area in the stated-owned land use rights contract by 2, sq.m. and 3, sq.m. respectively. The above issue may incur an outstanding land premium for the exceeding area with a total consideration of RMB20,185,250. After the settlement of the outstanding land premium, there is no legal impediment for the SEA Group to freely transfer, lease, mortgage or dispose of the exceeding area in the market; (ii) (iii) (iv) the design and construction of the property are in compliance with the local planning regulations and have been approved by the relevant government authorities and all necessary authorizations and permits have been obtained in respect of the construction works; the first floor basement with gross floor area of 10,387 sq.m., 1st floor with gross floor area of 8,748 sq.m. and 2nd floor with gross floor area of 8,632 sq.m. of the property are subject to a mortgage of the aggregate of HK$210,000,000 (or its RMB equivalent) and the RMB equivalent of HK$50,000,000 in favour of Bank of China (Hong Kong) Limited Shenzhen Branch; and the SEA Group s partner in The People s Republic of China is entitled to the higher of a fixed sum of return or 5% of the profit generated from the related property development project as defined in a shareholders agreement of (Guangzhou Yingfat House Property Development Co., Ltd.). The SEA Group has the full entitlement to the remaining of the profit generated. 51

18 Group III Property held for sale Property Description and tenure Particulars of occupancy Market value on completion basis as at 30 June Unsold Residential Units and Car Parks in Royal Green, 18 Ching Hiu Road, Sheung Shui, New Territories, Hong Kong, The People s Republic of China Portion of and in Fanling Sheung Shui Town Lot No Royal Green is a private residential development comprising three blocks of 40- storey (4th, 14th, 24th, 34th and 44th Floors omitted from floor numberings) residential towers with ancillary recreational and car-parking facilities completed in two phases with phase I completed in 2005 and phase II scheduled to be completed in November The Occupation Permit for Phase II was issued in August The property is valued on vacant possession basis. HK$1,150,000,000 (100% interest) (55% interest attributable to the SEA Group: HK$632,500,000) The property comprises 404 unsold residential units with a total gross floor area of approximately 27, sq.m. (301,280 sq.ft.). The property also comprises 9 visitors parking spaces, 126 private car parking spaces and 13 motorcycle parking spaces on the Ground Floor of the development. Fanling Sheung Shui Town Lot No. 189 is held from the Hong Kong Government under New Grant No. N13331 for a term of 50 years commencing from 18 June 2002 as varied or modified by a Modification Letter dated 23 July 2004 registered in the Land Registry by Memorial No at an annual Government rent at 3% of the rateable value for the time being of the lot, subject to a minimum rent of HK$1.00 per annum. 52

19 Notes: (1) The registered owner of the property is Kingston Pacific Investment Limited, in which the SEA Group has a 55% shareholding interest. (2) The property comprises various unsold residential units of the development as follows: Tower 1 Flat A : 1st, 3rd, 42nd & 45th Floors Flat B : 1st, 3rd, 17th, 30th, 39th-43rd & 45th Floors Flat C : 1st, 3rd, 23rd, 25th, 26th, 28th-33rd, 35th-43rd & 45th Floors Flat D : 1st-3rd, 9th, 13th, 16th-18th, 20th, 22nd, 23rd, 25th, 26th, 28th-32nd, 35th-43rd & 45th Floors Flat E : 1st, 3rd, 28th-33rd, 35th-43rd & 45th Floors Flat F : 3rd, 42nd & 45th Floors Flat G : 3rd, 35th, 36th, 38th, 42nd, 43rd & 45th Floors Flat H : 2nd, 3rd, 41st, 42nd & 45th Floors Tower 2 Flat A : 3rd, 29th, 31st-33rd, 35th-43rd & 45th Floors Flat B : 1st, 3rd, 20th, 23rd, 35th-43rd & 45th Floors Flat C : 3rd, 36th-43rd & 45th Floors Flat D : 1st-3rd, 20th, 23rd, 32nd, 33rd, 35th-43rd & 45th Floors Flat E : 1st-3rd, 23rd, 28th, 31st-33rd, 35th-43rd & 45th Floors Flat F : 1st, 3rd, 28th, 29th, 31st-33rd, 35th-43rd & 45th Floors Flat G : 1st-3rd, 5th, 7th, 23rd, 28th, 36th-43rd & 45th Floors Flat H : 1st, 3rd, 23rd, 28th, 35th-43rd & 45th Floors Tower 3 Flat A : 28th, 29th, 32nd, 33rd, 35th-43rd & 45th Floors Flat B : 2nd, 3rd, 5th, 6th, 9th-11th, 13th, 16th, 17th, 19th, 21st-23rd, 25th, 27th & 28th Floors Flat C : 2nd, 3rd, 6th-8th, 11th-13th, 15th, 17th, 19th-22nd, 25th-28th, 30th-33rd, 35th- 43rd & 45th Floors Flat D : 2nd, 3rd, 5th-8th, 10th-13th, 15th-17th, 19th-23rd, 25th-33rd & 35th-43rd Floors Flat E : 2nd, 3rd, 5th-8th, 10th-13th, 15th-23rd, 25th, 27th-33rd, 35th-42nd & 43rd and 45th Floors Flat F : 2nd, 3rd, 5th-7th, 9th, 10th, 12th, 13th, 15th-17th, 20th-23rd, 25th, 27th-29th, 35th-43rd & 45th Floors Flat G : 2nd, 3rd, 5th-8th & 28th Floors Flat H : 2nd, 3rd, 28th, 32nd, 33rd, 35th-43rd & 45th Floors (3) We have valued the property on completion basis assuming that it is fully completed as at the date of valuation and is available for sale in the market with immediate vacant possession and the benefits of an Occupation Permit, a Certificate of Compliance and all approvals, permits and consents issued by all relevant Government authorities without onerous conditions. 53