Glorious Property Holdings Limited. Best Era International Limited THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this Scheme Document or as to the action to be taken, you should consult a licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or otherwise transferred all your securities in Glorious Property Holdings Limited, you should at once hand this Scheme Document and the accompanying forms of proxy to the purchaser(s) or transferee(s), or to the licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this Scheme Document, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Scheme Document. Best Era International Limited (Incorporated in the British Virgin Islands with limited liability) Glorious Property Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00845) PROPOSED PRIVATIZATION OF GLORIOUS PROPERTY HOLDINGS LIMITED BY BEST ERA INTERNATIONAL LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 86 OF THE CAYMAN ISLANDS COMPANIES LAW) AND CONDITIONAL OFFER TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF GLORIOUS PROPERTY HOLDINGS LIMITED Financial Adviser to the Offeror Independent Financial Adviser to the Independent Board Committee Kim Eng Securities (Hong Kong) Limited Anglo Chinese Corporate Finance, Limited Unless the context requires otherwise, capitalized terms used in this Scheme Document are defined under the section headed Definitions in Part I of this Scheme Document. A letter from the Board is set out in Part IV of this Scheme Document. A letter from the Independent Board Committee, containing its advice to the Scheme Shareholders and the Optionholders in connection with the Scheme and the Option Offer respectively is set out in Part V of this Scheme Document. A letter from Anglo Chinese, being the Independent Financial Adviser to the Independent Board Committee, containing its advice to the Independent Board Committee in connection with the Proposal, is set out in Part VI of this Scheme Document. An Explanatory Statement regarding the Scheme is set out in Part VII of this Scheme Document. The actions to be taken by the Shareholders and the Optionholders are set out in Part II of this Scheme Document. Notices convening the Court Meeting to be held at 9:00 a.m. on 17 January 2014 and the EGM to be held either at 9:30 a.m. on 17 January 2014 or so soon thereafter as the Court Meeting shall have been concluded or adjourned are set out in Appendix V and Appendix VI to this Scheme Document respectively. Whether or not you are able to attend the Court Meeting and/or the EGM or any adjournment thereof, you are strongly urged to complete and sign the enclosed pink form of proxy in respect of the Court Meeting and the enclosed white form of proxy in respect of the EGM, in accordance with the instructions printed thereon, and to lodge them at the office of the Company s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than the respective times and dates as stated in Part II of this Scheme Document. If the pink form of proxy is not so lodged, it may also be handed to the Chairman of the Court Meeting at the Court Meeting. This Scheme Document is issued jointly by Best Era International Limited and Glorious Property Holdings Limited. The English language texts of this Scheme Document, the Option Offer Letter and the Form of Acceptance shall prevail over their respective Chinese texts for the purpose of interpretation. 24 December 2013

2 CONTENTS Pages PART I DEFINITIONS... 1 PART II ACTIONS TO BE TAKEN... 7 PART III EXPECTED TIMETABLE PART IV LETTER FROM THE BOARD PART V LETTER FROM THE INDEPENDENT BOARD COMMITTEE.. 24 PART VI LETTER FROM THE INDEPENDENT FINANCIAL ADVISER.. 26 PART VII EXPLANATORY STATEMENT APPENDIX I FINANCIAL INFORMATION ON THE GROUP... I-1 APPENDIX II PROPERTY VALUATIONS... II-1 APPENDIX III GENERAL INFORMATION ON THE GROUP AND THE OFFEROR... III-1 APPENDIX IV SCHEME OF ARRANGEMENT... IV-1 APPENDIX V NOTICE OF COURT MEETING... V-1 APPENDIX VI NOTICE OF EGM... VI-1 APPENDIX VII SAMPLE OPTION OFFER LETTER... VII-1

3 PART I DEFINITIONS In this Scheme Document, unless the context otherwise requires, the following expressions have the following meanings: acting in concert Announcement has the meaning ascribed to it in the Takeovers Code the announcement dated 21 November 2013 jointly issued by the Offeror and the Company in relation to the Proposal Announcement Date 21 November 2013, being the date of the Announcement associate(s) Authorizations Beneficial Owner Board Cancellation Price Cayman Islands Companies Law Cayman Islands Grand Court has the meaning ascribed to it in the Takeovers Code all the necessary authorizations, registrations, filings, rulings, consents, permissions and approvals in connection with the Proposal any beneficial owner of Shares the board of Directors the cancellation price of HK$1.80 per Scheme Share payable in cash by the Offeror to the Scheme Shareholders pursuant to the Scheme the Companies Law Cap. 22 (Law 3 of 1961), as consolidated and revised of the Cayman Islands the Grand Court of the Cayman Islands CCASS the Central Clearing and Settlement System established and operated by HKSCC Company Conditions Glorious Property Holdings Limited ( ), a company incorporated under the laws of the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 00845) the conditions to the implementation of the Proposal as described in the section headed 2. Terms of the Proposal Conditions of the Proposal in the Explanatory Statement which is set out in Part VII of this Scheme Document 1

4 PART I DEFINITIONS Conditions Long Stop Date Court Meeting Director(s) Effective Date EGM Executive Form of Acceptance means Friday, 21 March 2014, being the date which is 120 days after the Announcement Date a meeting of the Scheme Shareholders to be convened at the direction of the Cayman Islands Grand Court at which the Scheme (with or without modification(s)) will be voted upon, which is to be held at Grand Ballroom, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 9:00 a.m. on Friday, 17 January 2014, notice of which is set out in Appendix V to this Scheme Document, or any adjournment thereof director(s) of the Company the date on which the Scheme, if approved and sanctioned by the Cayman Islands Grand Court, becomes effective in accordance with its terms and the Cayman Islands Companies Law, being the date on which a copy of the order of the Cayman Islands Grand Court sanctioning the Scheme and confirming the reduction of issued share capital resulting from the cancellation of the Scheme Shares is delivered to the Registrar of Companies in the Cayman Islands for registration pursuant to Section 86(3) of the Cayman Islands Companies Law, and which is expected to be Wednesday, 19 February 2014 (Cayman Islands time) an extraordinary general meeting of the Company to be held at Grand Ballroom, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 9:30 a.m. on Friday, 17 January 2014 (or so soon thereafter as the Court Meeting shall have been concluded or adjourned) for the purpose of passing all necessary resolutions for the implementation of the Proposal, notice of which is set out in Appendix VI to this Scheme Document, or any adjournment thereof the Executive Director of the Corporate Finance Division of the SFC or any delegate for the time being thereof the form of acceptance to the Optionholders in connection with the Option Offer 2

5 PART I DEFINITIONS Group HK$ HKSCC Hong Kong Independent Board Committee Independent Financial Adviser or Anglo Chinese Investor Participant Kim Eng Last Trading Day Latest Option Exercise Date the Company and its subsidiaries Hong Kong dollar(s), the lawful currency of Hong Kong Hong Kong Securities Clearing Company Limited the Hong Kong Special Administrative Region of the PRC the independent board committee of the Company, comprising Mr. Yim Ping Kuen, Mr. Liu Shun Fai, Mr. Wo Rui Fang and Mr. Han Ping, established by the Board to make recommendations to the Scheme Shareholders and the Optionholders in respect of the Scheme and the Option Offer respectively Anglo Chinese Corporate Finance, Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO and the independent financial adviser appointed to advise the Independent Board Committee in connection with the Proposal a person admitted to participate in CCASS as an investor participant Kim Eng Securities (Hong Kong) Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO and the financial adviser to the Offeror in respect of the Proposal 18 October 2013, being the last trading day prior to the date of suspension of trading in the Shares on the Stock Exchange pending the issuance of the Announcement 10 February 2014, being the expected latest date upon which the Optionholders must lodge notices of exercise (accompanied by full payment) of the Share Options in order for the Optionholders to qualify for entitlements under the Scheme 3

6 PART I DEFINITIONS Latest Practicable Date Listing Rules Meeting Record Date Mr. Zhang Offer Period 20 December 2013, being the latest practicable date for the purposes of ascertaining certain information for inclusion in this Scheme Document the Rules Governing the Listing of Securities on the Stock Exchange 4:30 p.m. on 14 January 2014, or such other date as shall have been announced to the Shareholders, being the record date for the purpose of determining the entitlement of Scheme Shareholders to attend and vote at the Court Meeting and the entitlement of Shareholders to attend and vote at the EGM Mr. Zhang Zhi Rong, the ultimate controlling Shareholder of the Company, the sole ultimate beneficial shareholder of the Offeror, Market Victor Limited, Novel Ventures Limited, Island Century Limited and Well Advantage Limited and the sole director of the Offeror the period commencing on the Announcement Date and as defined in the Takeovers Code Offeror Best Era International Limited, a company incorporated in the British Virgin Islands with limited liability, which is directly wholly-owned by Mr. Zhang and is the controlling Shareholder Option Offer Option Offer Letter Optionholder(s) Other CCASS Participant PRC the conditional cash offer made by Kim Eng on behalf of the Offeror to the Optionholders to cancel their Share Option(s) a letter dated 24 December 2013 setting out the terms and conditions of the Option Offer and being sent together with this Scheme Document to all Optionholders, a sample of which is set out in Appendix VII to this Scheme Document holder(s) of the Share Option(s) (other than Mr. Zhang) a broker, custodian, nominee or other relevant person who is, or has deposited Share(s) with, a CCASS participant the People s Republic of China 4

7 PART I DEFINITIONS Proposal Record Date Registered Owner Relevant Authorities Relevant Period Resolutions Scheme the proposal for the privatization of the Company by the Offeror by way of the Scheme and the Option Offer 19 February 2014, or such other time and date as shall have been announced to the Shareholders, being the record date for the purpose of determining the entitlements of the Scheme Shareholders to the Cancellation Price under the Scheme any owner of Shares (including without limitation a nominee, trustee, depositary or any other authorized custodian or third party) entered in the register of members of the Company appropriate governments and/or governmental bodies, regulatory bodies, courts or institutions the period commencing on 21 May 2013 (being the date falling six months prior to the Announcement Date) and ending on the Latest Practicable Date, both dates inclusive (i) the resolution to approve the Scheme to be considered at the Court Meeting; and (ii) the resolutions to approve and give effect to, among other things, the reduction of the share capital of the Company by cancelling and extinguishing the Scheme Shares and to immediately restore the issued share capital of the Company to its former amount by the issue of the same number of Shares as the number of Scheme Shares cancelled and extinguished, credited as fully paid, for issuance to the Offeror to be considered at the EGM a scheme of arrangement under Section 86 of the Cayman Islands Companies Law set out in Appendix IV to this Scheme Document (subject to any modifications or additions or conditions as may be approved or imposed by the Cayman Islands Grand Court and agreed by the Offeror) involving, among other matters, the cancellation of all the Scheme Shares and the restoration of the share capital of the Company to the amount immediately before the cancellation of the Scheme Shares 5

8 PART I DEFINITIONS Scheme Document Scheme Share(s) Scheme Shareholder(s) SFC SFO Share(s) Share Option(s) Share Option Scheme Shareholder(s) Stock Exchange subsidiary Takeovers Code this composite document, including each of the letters, statements, appendices and notices in it Share(s) in issue as at the Record Date other than those beneficially owned by the Offeror and persons acting in concert with it holder(s) of the Scheme Share(s) the Securities and Futures Commission of Hong Kong the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ordinary share(s) of a nominal value of HK$0.01 each in the share capital of the Company the outstanding, vested and unvested, share option(s) granted under the Share Option Scheme from time to time the pre-ipo share option scheme of the Company adopted by the Company on 9 September 2009 holder(s) of the Share(s) The Stock Exchange of Hong Kong Limited has the meaning ascribed to it under the Listing Rules the Hong Kong Code on Takeovers and Mergers % per cent. All references in this Scheme Document to times and dates are references to Hong Kong times and dates, except as otherwise specified and other than references to the expected date of the Cayman Islands Grand Court hearing of the petition to sanction the Scheme and to confirm the capital reduction and the Effective Date, which are the relevant dates in the Cayman Islands. For reference only, Cayman Islands time is 13 hours behind Hong Kong time as at the date of this Scheme Document. In Appendix I to this Scheme Document, the translation of Renminbi amounts into Hong Kong dollars has been made at the rate of RMB to HK$1.00 for the year ended 31 December 2010; RMB to HK$1.00 for the year ended 31 December 2011 and RMB to HK$1.00 for the year ended 31 December 2012; RMB to HK$1.00 for the six months ended 30 June

9 PART II ACTIONS TO BE TAKEN ACTIONS TO BE TAKEN BY SHAREHOLDERS For the purpose of determining the entitlements of Scheme Shareholders to attend and vote at the Court Meeting and of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed on Tuesday, 14 January 2014 and during such day, no transfer of Shares will be effected. In order to qualify to vote at the Court Meeting and the EGM, all transfers accompanied by the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Company s branch share registrar and transfer office in Hong Kong at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong before 4:30 p.m. on Monday, 13 January A pink form of proxy for use at the Court Meeting and a white form of proxy for use at the EGM are enclosed with copies of this Scheme Document sent to the Registered Owners. Whether or not you are able to attend the Court Meeting and/or the EGM, if you are a Scheme Shareholder, we strongly urge you to complete and sign the enclosed pink form of proxy in respect of the Court Meeting, and if you are a Shareholder, we strongly urge you to complete and sign the enclosed white form of proxy in respect of the EGM, in accordance with the instructions printed thereon, and to lodge them at the office of the Company s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong. In order to be valid, the pink form of proxy for use at the Court Meeting should be lodged not later than 9:00 a.m. on Wednesday, 15 January 2014 or be handed to the Chairman of the Court Meeting at the Court Meeting, and the white form of proxy for use at the EGM should be lodged not later than 9:30 a.m. on Wednesday, 15 January The completion and return of a form of proxy for the Court Meeting and/or the EGM will not preclude you from attending and voting in person at the relevant meeting. In such event, the returned form of proxy will be deemed to have been revoked. If you do not appoint a proxy and you do not attend and vote at the Court Meeting and/or the EGM, you will still be bound by the outcome of the Court Meeting and the EGM if, among other things, the Resolutions are passed by the requisite majorities of Scheme Shareholders or Shareholders (as the case may be). We therefore strongly urge you to attend and vote at the Court Meeting and the EGM in person or by proxy. The Company will make an announcement in relation to the results of the Court Meeting and the EGM on Friday, 17 January If all the Resolutions are passed at those meetings, the Company will make further announcements of the results of the hearing of the petition to, among other things, sanction the Scheme by the Cayman Islands Grand Court and, if the Scheme is sanctioned, the Record Date, the Effective Date and the date of withdrawal of the listing of the Shares on the Stock Exchange. 7

10 PART II ACTIONS TO BE TAKEN ACTIONS TO BE TAKEN BY PERSONS HOLDING SHARES THROUGH TRUST OR CCASS The Company will not recognize any person as holding any Shares through any trust. If you are a Beneficial Owner whose Shares are held upon trust by, and registered in the name of, a Registered Owner (other than HKSCC Nominees Limited), you should contact the Registered Owner and provide the Registered Owner with instructions in relation to the manner in which your Shares should be voted at the Court Meeting and/or the EGM. Such instructions should be given in advance of the aforementioned latest time for the lodgment of forms of proxy in respect of the Court Meeting and the EGM in order to provide the Registered Owner with sufficient time to accurately complete and submit his, her or its proxy. To the extent that any Registered Owner requires instructions from any Beneficial Owner in advance of the aforementioned latest time for the lodgment of forms of proxy in respect of the Court Meeting and/or the EGM, any such Beneficial Owner should comply with the requirements of the Registered Owner. If you are a Beneficial Owner whose Shares are deposited in CCASS and registered under the name of HKSCC Nominees Limited, you must, unless you are an Investor Participant, contact your broker, custodian, nominee or other relevant person who is, or has, in turn, deposited such Shares with an Other CCASS Participant, regarding voting instructions to be given to such persons if you wish to vote at the Court Meeting and/or the EGM. You should contact your broker, custodian, nominee or other relevant person in advance of the latest time for the lodgment of forms of proxy in respect of the Court Meeting and/or the EGM, in order to provide such person with sufficient time to provide HKSCC with instructions in relation to the manner in which the Shares of the Beneficial Owner should be voted at the Court Meeting and/or the EGM. If you are a Beneficial Owner whose Shares are deposited in CCASS, you may also elect to become a Shareholder of record, and thereby have the right to attend and vote at the Court Meeting (if you are a Scheme Shareholder) and the EGM (as a Shareholder). You can become a Shareholder of record by withdrawing your Shares from CCASS and becoming a Registered Owner of such Shares. For withdrawal of Shares from CCASS and registration thereof, you will be required to pay to CCASS a withdrawal fee per board lot withdrawn, a registration fee for each share certificate issued, stamp duty on each transfer instrument and, if your Shares are held through a financial intermediary, any other relevant fees charged by your financial intermediary. You should contact your broker, custodian, nominee or other relevant person in advance of the latest time for lodging transfers of the Shares into your name so as to qualify to attend and vote at the Court Meeting and the EGM, in order to provide such broker, custodian, nominee or other relevant person with sufficient time to withdraw the Shares from CCASS and register them in your name. ACTIONS TO BE TAKEN BY OPTIONHOLDERS The Option Offer Letter and the Form of Acceptance in relation to the Option Offer are being sent to all Optionholders together with this Scheme Document pursuant to the terms and conditions of the Share Option Scheme, informing them that if they wish to participate in the Scheme, they may exercise their Share Options at any time up to the 8

11 PART II ACTIONS TO BE TAKEN expiry of the period commencing on the date of the Option Offer Letter and ending on the Latest Option Exercise Date by giving notice of exercise to the company secretary of the Company at Suites , 25th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, and together with payment for the aggregate amount of the exercise price of such Share Options. In order to accept the Option Offer, you must complete and return the duly completed and executed Form of Acceptance so as to reach the Offeror, care of the Company at Suites , 25th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, for the attention of board of the Offeror and marked Glorious Property Option Offer by no later than 4:30 p.m. on Wednesday, 5 March 2014 (or such later time and/or date as may be notified to you by way of announcement(s)). No acknowledgement of receipt of any Form of Acceptance or any other document will be given. The Offeror will offer HK$1.80 minus the exercise price for each Share Option of HK$1.76 per Share. The sum payable to the Optionholders for the Share Option calculated on the aforesaid basis is HK$0.04 for each Share Option. You are urged to read the instructions and other terms and conditions of the Option Offer in the Option Offer Letter, substantially in the form set out in Appendix VII to this Scheme Document. EXERCISE YOUR RIGHT TO VOTE IF YOU ARE A SHAREHOLDER OR A BENEFICIAL OWNER, THE COMPANY AND THE OFFEROR STRONGLY ENCOURAGE YOU TO EXERCISE YOUR RIGHT TO VOTE OR GIVE INSTRUCTIONS TO THE RELEVANT REGISTERED OWNER TO VOTE IN PERSON OR BY PROXY AT THE COURT MEETING AND AT THE EGM. IF YOU KEEP ANY SHARES IN A SHARE LENDING PROGRAMME, WE URGE YOU TO RECALL ANY OUTSTANDING SHARES ON LOAN TO AVOID MARKET PARTICIPANTS USING BORROWED SHARES TO VOTE. IF YOU ARE A REGISTERED OWNER HOLDING SHARES ON BEHALF OF BENEFICIAL OWNERS, WE SHOULD BE GRATEFUL IF YOU WOULD INFORM THE RELEVANT BENEFICIAL OWNERS ABOUT THE IMPORTANCE OF EXERCISING THEIR VOTE. IF YOU ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, YOU ARE ENCOURAGED TO CONSULT YOUR LICENSED SECURITIES DEALER, BANK MANAGER, SOLICITOR, PROFESSIONAL ACCOUNTANT OR OTHER PROFESSIONAL ADVISER. 9

12 PART III EXPECTED TIMETABLE The following timetable takes into account the procedures of the Cayman Islands Grand Court for the Scheme. The expected timetable is indicative only and is subject to change. Further announcement(s) will be made if there is any change to the following expected timetable. Hong Kong Time Despatch of this Scheme Document...Tuesday, 24 December 2013 Despatch of the Option Offer Letter...Tuesday, 24 December 2013 Latest time for the Optionholders to lodge notices of exercise (accompanied by full payment) of their Share Options in order to become entitled to vote at the Court Meeting andtheegm...4:30 p.m. on Friday, 10 January 2014 Latest time for lodging transfers of Shares in order to become entitled to vote at the Court Meeting andtheegm...4:30 p.m. on Monday, 13 January 2014 Register of members of the Company closed for determining the entitlement of Scheme Shareholders to attend and vote at the Court Meeting and the entitlement of the Shareholders to attend and vote at the EGM (Note 1)... Tuesday, 14 January 2014 Meeting Record Date... 4:30 p.m. on Tuesday, 14 January 2014 Latest time for lodging the pink form of proxy in respect of the Court Meeting (Note 2)...9:00 a.m. on Wednesday, 15 January 2014 Latest time for lodging the white form of proxy in respect of the EGM (Note 2)... 9:30 a.m. on Wednesday, 15 January 2014 Suspension of trading in the Shares on the Stock Exchange... 9:00 a.m. on Friday, 17 January 2014 Court Meeting (Note 3)...9:00 a.m. on Friday, 17 January 2014 EGM (Note 3) (or so soon thereafter the Court Meeting shall have been concluded or adjourned)...9:30 a.m. on Friday, 17 January 2014 Announcement of the results of the Court Meeting andtheegm...notlater than 7:00 p.m. on Friday, 17 January

13 PART III EXPECTED TIMETABLE Hong Kong Time Resumption of trading in the Shares on the Stock Exchange...9:00 a.m. on Monday, 20 January 2014 Expected last day for trading in the Shares on the Stock Exchange...Monday, 10 February 2014 Latest Option Exercise Date...Monday, 10 February 2014 Latest time for lodging transfers of Shares in order to qualify for entitlements under the Scheme...4:30 p.m. on Thursday, 13 February 2014 Register of members of the Company closed for determining entitlements to qualify under the Scheme (Note 4)...Friday, 14 February 2014 to Wednesday, 19 February 2014 (both dates inclusive) Court hearing of the petition to sanction the Scheme and to confirm the capital reduction and the Effective Date...Monday, 17 February 2014 (Cayman Islands time) Announcement of the result of the Court Hearing, the expected Effective Date and the expected date of withdrawal of listing of the Shares on the Stock Exchange...Tuesday, 18 February 2014 Record Date...Wednesday, 19 February 2014 Effective Date (Note 5)...Wednesday, 19 February 2014 (Cayman Islands time) Announcement of the Effective Date and the withdrawal of listing of the Shares on the Stock Exchange...Wednesday, 19 February 2014 Expected withdrawal of listing of the Shares on the Stock Exchange becomes effective (Note 6)...4:00 p.m. on Thursday, 20 February 2014 Cheques for cash entitlements under the Scheme to be despatched (Note 7)...onorbefore Friday, 28 February 2014 Lapse of unexercised outstanding Share Options...Wednesday, 5 March 2014 Latest time for lodging the Form of Acceptance in relation to the Option Offer (Note 8)...4:30 p.m. on Wednesday, 5 March

14 PART III EXPECTED TIMETABLE Hong Kong Time Announcement of the results of the Option Offer, or as to whether the Option Offer has been revised or extended, on the website of the SFC...notlater than 7:00 p.m. on Wednesday, 5 March 2014 The results of the Option Offer, or a statement as to whether the Option Offer has been revised or extended, be published in one leading English language newspaper and one leading Chinese language newspaper...thursday, 6 March 2014 Cheques for cash entitlements under the Option Offer to be despatched (Note 9)...onorbefore Friday, 14 March 2014 Shareholders and Optionholders should note that the above timetable is subject to change. Further announcement(s) will be made in the event that there is any change. Notes: 1. The register of members of the Company will be closed during such period for the purposes of determining the entitlement of the Scheme Shareholders to attend and vote at the Court Meeting and the entitlement of the Shareholders to attend and vote at the EGM. This book close period is not for determining entitlements under the Scheme. 2. Forms of proxy should be lodged with the Company s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, as soon as possible but in any event not later than the respective times and dates stated above or, in the case of the pink forms of proxy for use at the Court Meeting, they may be handed to the chairman of the Court Meeting. Completion and return of the relevant form of proxy for the Court Meeting or the EGM will not preclude a Scheme Shareholder or a Shareholder, respectively, from attending the relevant meeting and voting in person. In such event, the relevant form of proxy returned will be deemed to have been revoked. 3. The Court Meeting and the EGM will be held at Grand Ballroom, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at the times and dates specified above. Please see the notice of the Court Meeting set out in Appendix V to this Scheme Document and the notice of the EGM set out in Appendix VI to this Scheme Document. 4. The register of members of the Company will be closed during such period for the purposes of determining the entitlements under the Scheme. 5. The Scheme will become effective upon all the Conditions having been fulfilled or waived (as applicable). 6. If the Proposal becomes unconditional and the Scheme becomes effective, it is expected that the listing of the Shares on the Stock Exchange will be withdrawn at or before 4:00 p.m. on Thursday, 20 February 2014, being the next day after the Effective Date. 7. Cheques for the cash entitlements to the Scheme Shareholders under the Scheme will be despatched by ordinary post at the risk of the recipients to their registered addresses shown in the register of members of the Company on or before Friday, 28 February

15 PART III EXPECTED TIMETABLE 8. Form of Acceptance, duly completed and executed in accordance with the instructions on it, must be lodged with the Offeror (c/o the Company) at Suites , 25th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong for the attention of the board of the Offeror and marked Glorious Property-Option Offer by no later than 4:30 p.m. on Wednesday, 5 March 2014 (or such later time and/or date as may be notified through announcement(s)). 9. Cheques for the cash entitlements to the Optionholders under the Option Offer will be despatched by ordinary post at the risk of the recipients to the last known addresses of the Optionholders as notified by the Optionholders to the Company within 7 business days following the later of the Effective Date and the date of receipt by the Offeror of the duly completed Form of Acceptance. All references to times and dates are references to Hong Kong times and dates, except as otherwise specified. 13

16 PART IV LETTER FROM THE BOARD Glorious Property Holdings Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code: 00845) Executive Directors Mr. Cheng Li Xiong Mr. Ding Xiang Yang Mr. Liu Ning Mr. Xia Jing Hua Mr. Yan Zhi Rong Mr. Yu Xiu Yang Independent non-executive Directors Mr. Yim Ping Kuen Mr. Liu Shun Fai Mr. Wo Rui Fang Mr. Han Ping Registered office Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY Cayman Islands Principal place of business in Hong Kong Suites , 25th Floor Two Exchange Square 8 Connaught Place Central Hong Kong 24 December 2013 To the Shareholders and the Optionholders Dear Sir or Madam, (1) PROPOSED PRIVATIZATION OF GLORIOUS PROPERTY HOLDINGS LIMITED BY BEST ERA INTERNATIONAL LIMITED BY WAY OF A SCHEME OF ARRANGEMENT (UNDER SECTION 86 OF THE CAYMAN ISLANDS COMPANIES LAW) AND (2) CONDITIONAL OFFER TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF GLORIOUS PROPERTY HOLDINGS LIMITED 1. INTRODUCTION As disclosed in the Announcement, on 18 November 2013, the Offeror requested the Board to put forward to the Scheme Shareholders the proposed privatization of the Company by way of a scheme of arrangement under Section 86 of the Cayman Islands 14

17 PART IV LETTER FROM THE BOARD Companies Law involving cancellation of all the Scheme Shares and allotment and issue of new Shares to the Offeror. As part of the Proposal, the Offeror will make a comparable cash offer to the Optionholders to cancel their outstanding Share Options. Under the Scheme, the share capital of the Company will, on the effective date of the Scheme, be reduced by cancelling and extinguishing the Scheme Shares. Upon such reduction, the share capital of the Company will be increased to its former amount by the issuance at par to the Offeror, credited as fully paid, of the same number of Shares as the number of Scheme Shares cancelled. The reserve created in the Company s books of account as a result of the capital reduction will be applied in paying up in full at par the new Shares so issued, credited as fully paid, to the Offeror. Upon the Scheme becoming effective, the Company will be wholly-owned by the Offeror and persons acting in concert with it, and the Board will, as soon as practicable thereafter, make an application for the withdrawal of listing of the Shares on the Stock Exchange. 2. TERMS OF THE PROPOSAL The Scheme As at the Latest Practicable Date, there are 7,792,645,623 Shares in issue and the Scheme Shareholders are interested in 2,478,429,187 Shares, representing approximately 31.81% of the issued share capital of the Company. Subject to the Scheme becoming effective, all the Scheme Shares will be cancelled in exchange for the payment by the Offeror to each Scheme Shareholder of the Cancellation Price of HK$1.80 in cash for each Scheme Share. The Cancellation Price will not be increased, and the Offeror does not reserve the right to do so. Comparison of Value The Cancellation Price of HK$1.80 per Scheme Share represents: a premium of approximately 45.2% over the closing price of HK$1.24 per Share as quoted on the Stock Exchange on the Last Trading Day; a premium of approximately 52.5% over the average closing price of approximately HK$1.18 per Share based on the daily closing prices as quoted on the Stock Exchange for the 5 trading days up to and including the Last Trading Day; a premium of approximately 53.8% over the average closing price of approximately HK$1.17 per Share based on the daily closing prices as quoted on the Stock Exchange for the 10 trading days up to and including the Last Trading Day; 15

18 PART IV LETTER FROM THE BOARD a premium of approximately 56.5% over the average closing price of approximately HK$1.15 per Share based on the daily closing prices as quoted on the Stock Exchange for the 30 trading days up to and including the Last Trading Day; a premium of approximately 55.2% over the average closing price of approximately HK$1.16 per Share based on the daily closing prices as quoted on the Stock Exchange for the 60 trading days up to and including the Last Trading Day; a premium of approximately 9.8% over the closing price of HK$1.64 per Share as quoted on the Stock Exchange on the Latest Practicable Date; and a discount of approximately 39.0% to the unaudited consolidated net asset value attributable to Shareholders per Share of approximately HK$2.95 as at 30 June The Cancellation Price has been determined on a commercial basis after taking into account the prices of the Shares traded on the Stock Exchange, the trading multiples of comparable trading companies and with reference to other privatization transactions in Hong Kong in recent years. Highest and Lowest Prices The highest and lowest closing prices of the Shares quoted on the Stock Exchange during the six-month period up to and including the Last Trading Day were HK$1.36 per Share on 9 May 2013 and HK$1.09 per Share on 30 July 2013 respectively. During the 12-month period immediately prior to the Last Trading Day, the highest and lowest closing prices per Share were HK$1.81 on 22 January 2013 and HK$1.09 on 30 July 2013 respectively. The Option Offer As at the Latest Practicable Date, there are 74,000,000 outstanding Share Options of which Mr. Zhang holds 15,000,000 Share Options. An aggregate of 59,000,000 Shares may fall to be issued if all other outstanding Share Options are exercised by the Optionholders in full. Pursuant to Rule 13 of the Takeovers Code, the Offeror will make a comparable cash offer to the Optionholders to cancel their outstanding Share Options which will be conditional on the Scheme becoming effective. The Option Offer will be calculated on a see-through basis, pursuant to which each Optionholder will be entitled to receive a sum for each Share Option equivalent to the amount calculated by deducting the exercise price per Share payable on exercise of the relevant Share Option from the Cancellation Price of HK$1.80 per Scheme Share under the Scheme. The exercise price of all Share Options is HK$1.76 per Share. The sum payable to the Optionholders for the Share Option calculated on the aforesaid basis is HK$0.04 for each Share Option. 16

19 PART IV LETTER FROM THE BOARD In the event that any Share Option is exercised after the Latest Practicable Date and new Shares are issued pursuant to such exercise up to the Record Date, such Shares will constitute Scheme Shares and their holders shall be eligible to receive the Cancellation Price under the Scheme. Holders of any Shares so issued prior to the Court Meeting Record Date (other than the Offeror and persons acting in concert with it) will be entitled to vote at the Court Meeting. As at the Latest Practicable Date, Mr. Zhang holds 15,000,000 outstanding Share Options pursuant to which an aggregate of 15,000,000 Shares may fall to be issued if all such Share Options are exercised in full. Save as disclosed above, none of the Offeror and persons acting in concert with it has any Share Option. Mr. Zhang has no intention to exercise his Share Options. Conditions of the Proposal Your attention is drawn to the section headed Part VII Explanatory Statement 2. Terms of the Proposal Conditions of the Proposal as set out on pages 57 to 59 of this Scheme Document for the conditions of the Proposal. Dividends Shareholders whose names appear on the register of members of the Company as at the record date for entitlement to dividend (if any) declared by the Company on or before the Effective Date will be entitled to receive such dividend (if any). The Company does not expect to declare any dividend on or before the Effective Date. 3. SHAREHOLDING STRUCTURE OF THE COMPANY As at the Latest Practicable Date, (i) there were 7,792,645,623 Shares in issue and the Scheme Shareholders were interested in 2,478,429,187 Shares, representing approximately 31.81% of the issued share capital of the Company; and (ii) there were 74,000,000 outstanding Share Options of which Mr. Zhang held 15,000,000 Share Options. An aggregate of 59,000,000 new Shares may fall to be issued if all other outstanding Share Options are exercised by the Optionholders in full. As at the Latest Practicable Date, (i) the Offeror held 4,978,923,436 Shares representing approximately 63.89% of the issued share capital of the Company; (ii) Market Victor Limited held 81,936,000 Shares representing approximately 1.05% of the issued share capital of the Company; (iii) Novel Ventures Limited held 106,288,000 Shares representing approximately 1.36% of the issued share capital of the Company; (iv) Island Century Limited held 119,313,000 Shares representing approximately 1.53% of the issued share capital of the Company; (v) Well Advantage Limited held 27,756,000 Shares representing approximately 0.36% of the issued share capital of the Company; and (vi) Mr. Zhang held 15,000,000 outstanding Share Options pursuant to which an aggregate of 15,000,000 Shares may fall to be issued if all such Share Options are exercised in full. Save as disclosed above, the Offeror and persons acting in concert with it did not have any interest in, nor did they have any control or direction over, the issued share capital, voting rights or other securities of the Company as at the Latest Practicable Date. The Shares held 17

20 PART IV LETTER FROM THE BOARD by the Offeror and persons acting in concert with it will not form part of the Scheme Shares and the Offeror and persons acting in concert with it will not vote on the Scheme at the Court Meeting. All Scheme Shareholders are entitled to vote at the Court Meeting and all Shareholders are entitled to vote at the EGM. On the assumption that no Share Options will be exercised and there is no other change in shareholding, the table below sets out the shareholding structure of the Company as at the Latest Practicable Date and immediately following completion of the Proposal: As at the Latest Practicable Date Approximate % of the total Number of issued share Shares owned capital Immediately following completion of the Proposal Approximate % of the total Number of issued share Shares owned capital (Note 2) Offeror (Note 1) 4,978,923, ,457,352, Persons acting in concert with the Offeror with Shares held not subject to the Scheme: (a) Market Victor Limited (Note 1) 81,936, ,936, (b) Novel Ventures Limited (Note 1) 106,288, ,288, (c) Island Century Limited (Note 1) 119,313, ,313, (d) Well Advantage Limited (Note 1) 27,756, ,756, Sub-total 5,314,216, ,792,645, Scheme Shareholders 2,478,429, Total 7,792,645, ,792,645, Notes: (1) The Offeror, Market Victor Limited, Novel Ventures Limited, Island Century Limited and Well Advantage Limited are wholly-owned directly or indirectly by Mr. Zhang. (2) Under the Scheme, the issued share capital of the Company will, on the Effective Date, be reduced by cancelling and extinguishing the Scheme Shares. Forthwith upon such reduction, 2,478,429,187 Shares will be issued to the Offeror under the Scheme. 18

21 PART IV LETTER FROM THE BOARD 4. TOTAL CONSIDERATION AND FINANCIAL RESOURCES The amount of cash required for the Proposal is approximately HK$4, million (assuming all Optionholders exercise their outstanding Share Options to become Scheme Shareholders before the Record Date) or approximately HK$4, million (assuming none of the Optionholders exercise their outstanding Share Options to become Scheme Shareholders before the Record Date). The Offeror intends to finance the cash required for the Proposal from an external loan facility. Kim Eng, being the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy its payment obligations to the Scheme Shareholders and the Optionholders under the Proposal. 5. REASONS AND BENEFIT OF THE PROPOSAL Adverse impact of a depressed Share price The Shares were traded at a discount to their net asset value on the Last Trading Day. The closing price of the Shares on the Last Trading Day of HK$1.24 per Share represented a discount of approximately 58.0% to the unaudited consolidated net asset value attributable to the Shareholders per Share of approximately HK$2.95 as at 30 June However, the Cancellation Price represents a discount of approximately 39.0% to such net asset value per Share as at 30 June The Offeror considers that the depressed price of the Shares has had an adverse impact on the Company s reputation with customers, and therefore on its business, and also on employee morale. The implementation of the Proposal would eliminate this adverse impact. Cash exit opportunity The Proposal represents a cash exit opportunity for the Scheme Shareholders and the Optionholders to realise their entire investment (without incurring any brokerage and other trading costs) at a substantial premium over the market price of the Shares prior to the Last Trading Day and a premium of 9.8% to the closing price of the Shares on the Latest Practicable Date. The Cancellation Price of HK$1.80 represents a premium of approximately 52.5%, 53.8%, 56.5% and 55.2% over each of the 5-day, 10-day, 30-day and 60-day average closing prices of the Shares, respectively, up to and including the Last Trading Day. The Cancellation Price also represents a premium of approximately 2.3% over the exercise price per Share of HK$1.76 in respect of the Share Options. The Shares have suffered from low trading liquidity for a significant period of time. The average daily trading volume of the Shares for the past 12 months up to and including the Last Trading Day was approximately 8.8 million Shares per day, representing only approximately 0.11% and 0.36% of the issued Shares and Shares held by the Scheme Shareholders as at the Last Trading Day, respectively. The low 19

22 PART IV LETTER FROM THE BOARD trading liquidity of the Shares may make it difficult for Shareholders to execute substantial on-market disposals without adversely affecting the price of the Shares. The Proposal provides the Scheme Shareholders with an attractive exit opportunity to realize their investment in the Company in cash (without incurring any brokerage and other trading costs) at a significant premium over the market price of the Shares prior to the Last Trading Day and a premium of 9.8% over the closing price of the Shares on the Latest Practicable Date without having to suffer any illiquidity discount. The Independent Board Committee (details of which are set out in the letter from the Independent Board Committee on pages 24 to 25 of this Scheme Document) will make recommendations to the Scheme Shareholders and the Optionholders on the Scheme and the Option Offer respectively, after considering the advice of the Independent Financial Adviser. The Proposal, if successful, will eliminate the costs of compliance with the Listing Rules and other relevant regulations and other costs relating to maintaining a listing status in Hong Kong, thereby allowing the Company to focus its resources on its business operations. 6. INFORMATION ON THE OFFEROR The Offeror is a company incorporated in the British Virgin Islands with limited liability and the controlling Shareholder of the Company. The Offeror is an investment holding company directly, wholly and beneficially owned by Mr. Zhang. 7. INFORMATION ON THE GROUP The Group is principally engaged in the development and sale of high-quality properties in key economic cities in the PRC. As at the Latest Practicable Date, the Group had developed or was developing projects in twelve key economic cities across the PRC, namely Shanghai, Beijing, Tianjin, Harbin, Wuxi, Suzhou, Hefei, Shenyang, Nanjing, Nantong, Changchun and Dalian. 8. THE OFFEROR S INTENTION REGARDING THE GROUP Following the implementation of the Proposal, the Offeror intends that the Group will continue to operate its business in its current state. The Offeror does not have any intention to (i) make any changes to the existing business of the Group (including any material redeployment of its fixed assets); or (ii) make any changes to the continued employment of the employees of the Group, as a result of the Proposal. However, the Offeror reserves the right to make any changes that it deems necessary or appropriate to the Group s business and operations, to explore opportunities arising from time to time for acquisitions, disposals and other structuring possibilities, and that the Company will continue to explore such opportunities as they arise from time to time, subject to compliance with any relevant rules and regulations. 20

23 PART IV LETTER FROM THE BOARD The Board is pleased to note the intention of the Offeror and is of the view that the Offeror s plan in respect of the Group is in the best interest of the Group as a whole. 9. WITHDRAWAL OF LISTING OF THE SHARES Upon the Scheme becoming effective, all Scheme Shares will be cancelled and the share certificates for the Scheme Shares will thereafter cease to have effect as documents or evidence of title. The Board will apply to the Stock Exchange for the withdrawal of the listing of the Shares on the Stock Exchange immediately following the Scheme becoming effective. The Scheme Shareholders will be notified by way of an announcement of the exact dates of the last day of dealing in the Shares and on which the Scheme and the withdrawal of the listing of the Shares will become effective. The listing of the debt securities (stock code: 5907) on the Stock Exchange shall be maintained after the Scheme has become effective. The Board intends that the listing of the Shares on the Stock Exchange shall be maintained in the event that the Scheme is not approved or does not become effective. 10. COURT MEETING AND EGM In accordance with the direction of the Cayman Islands Grand Court, the Court Meeting will be convened for the purpose of considering and, if thought fit, passing the resolution to approve the Scheme (with or without modification(s)). All Scheme Shareholders will be entitled to attend and vote on the Scheme at the Court Meeting. The Offeror and persons acting in concert with it will not vote on the Scheme at the Court Meeting. The EGM will be held immediately after the Court Meeting for the purpose of considering and, if thought fit, passing resolutions to approve, among other things, the reduction of the issued share capital of the Company by cancelling and extinguishing the Scheme Shares and the allotment and issue of new Shares to the Offeror. All Shareholders will be entitled to attend and vote on such resolutions at the EGM. Notices of the Court Meeting and the EGM are set out in Appendix V and Appendix VI of this Scheme Document. The Court Meeting and the EGM will be held on Friday, 17 January 2014 at the respective times specified in such notices at Grand Ballroom, 2/F., Hotel Nikko Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong. It is proposed that the register of members of the Company will be closed on Tuesday, 14 January 2014 (or such other dates as may be notified to the Shareholders by way of announcement(s)) for the purposes of determining the entitlement of the Scheme Shareholders to attend and vote at the Court Meeting and the entitlement of the Shareholders to attend and vote at the EGM. Such book close period is not for determining entitlements under the Scheme. In order to qualify to attend and vote at the Court Meeting and the EGM, the Shareholders should ensure that the relevant forms of transfer of their Shares accompanied by the relevant share certificates are lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong, by not later than 4:30 p.m. on Monday, 13 January