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(Incorporated in Hong Kong with limited liability)

(Stock Code: 0270) DISCLOSEABLE TRANSACTION

The Board is pleased to announce that on 10 January 2012, Tianhecheng Investco (a non-wholly owned subsidiary of the Company) received a notification issued by GEMAS that Tianhecheng Investco's bid for a 68% equity interest in Project Co in the Auction was successful. Tianhecheng Investco has entered into the Cooperation Agreement and Project Co Articles with SOE Vendor in relation to Project Co.
As certain of the applicable percentage ratios (as defined in Chapter 14 of the Listing Rules) for the transactions under the Cooperation Agreement are more than 5% but less than 25% and the consideration involved will be more than HK$1,000,000, the same constitute a discloseable transaction of the Company under the Listing Rules and is subject to the reporting and announcement requirements thereunder.
The Board is pleased to announce that on 10 January 2012, Tianhecheng Investco (a non- wholly owned subsidiary of the Company) received a notification issued by GEMAS that Tianhecheng Investco's bid for a 68% equity interest in Project Co in the Auction was successful. Tianhecheng Investco has entered into the Cooperation Agreement and Project Co Articles with SOE Vendor in relation to Project Co.

THE COOPERATION AGREEMENT AND THE PROJECT CO ARTICLES Parties

(1) SOE Vendor; and
(2) Tianhecheng Investco
1
According to the documents published in relation to the Auction, SOE Vendor is a State- owned enterprise principally engaged in investment in information technology projects, computer information technology services (excluding computer information technology integration), property leasing and property management. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, SOE Vendor is a third party independent of the Company and its connected persons.

Payment terms

Project Co is currently wholly owned by SOE Vendor with a registered capital of RMB3,000,000 contributed by SOE Vendor as to RMB1,000,000 in cash and RMB2,000,000 by way of injection of the Land (with a stated value of RMB1,123,220,000) to Project Co, the excess of the said value of the Land over the said
registered capital constitutes the capital reserve (