CONNECTED AND MAJOR TRANSACTION FORMATION OF JOINT VENTURE AND ACQUISITION OF PROPERTY PROJECT COMPANIES RESUMPTION OF TRADING

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. CONNECTED AND MAJOR TRANSACTION FORMATION OF JOINT VENTURE AND ACQUISITION OF PROPERTY PROJECT COMPANIES RESUMPTION OF TRADING THE FRAMEWORK AGREEMENT On 22 June 2012, Sunac Zhidi (a wholly-owned subsidiary of the Company) entered into the Cooperation Framework Agreement with Greentown Real Estate (a wholly-owned subsidiary of Greentown China), pursuant to which: 1. Sunac Zhidi conditionally agreed to acquire, and Greentown Real Estate conditionally agreed to dispose of, an effective 50% interest in Equity Interests 1 to 8 by way of (i) the establishment of the JV Company to be owned as to 50% by Sunac Zhidi and 50% by Greentown Real Estate; and (ii) the acquisition of Equity Interests 1 to 8 by the JV Company from Greentown Real Estate; and 2. upon formation of the JV Company, Sunac Zhidi conditionally agreed to acquire, and Greentown Real Estate conditionally agreed to dispose of, an effective 50% interest in Target Company No. 9. Save for Target Company No. 6, Target Company No. 7 and Target Company No. 9 which would be accounted for as associated companies of the Company, all the other six Target Companies and the JV Company would be accounted for as subsidiaries of the Company upon completion of the Transactions. The aggregate consideration (subject to adjustment) payable by Sunac Zhidi for the Transactions is RMB3,372,058,712. Greentown Real Estate currently holds 49% equity interest in Hubin Real Estate, a non-wholly-owned subsidiary of the Company. Greentown Real Estate is therefore a connected person of the Company. 1

2 Listing Rules Implications Since some of the relevant Percentage Ratios in respect of the Transactions are more than 25% but all of them are less than 100%, the Transactions constitute a major transaction for the Company under the Listing Rules. As Greentown Real Estate is a connected person of the Company, the Transactions also constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and are subject to the approval by the Independent Shareholders in accordance with the requirements of the Listing Rules. So far as the Company is aware, none of the Shareholders is materially interested in the Transactions. As such, no Shareholder is required to abstain from voting if general meeting were to be convened to approve the Transactions. As Sunac International is interested in 51.84% of the total issued share capital of the Company as at the date of this announcement, the Company has applied to the Stock Exchange for the Written Approval Waiver. If the Written Approval Waiver is not granted, the Company will convene the EGM to obtain the Independent Shareholders Approval. An Independent Board Committee comprising all independent non-executive Directors, will be formed to advise the Independent Shareholders as to whether the terms of the Framework Agreement and the Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote (if applicable), taking into account the recommendation of the independent financial adviser. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details of the formation of the JV Company and the Acquisitions; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the EGM (if the Written Approval Wavier is not granted), will be despatched to the Shareholders. As it is expected that additional time will be required to prepare the relevant accountant s report(s) on the Target Companies (comprising, in total, nine project companies) and valuation report in relation to the properties held by the Target Companies, the Company has applied to the Stock Exchange for an extension of time for despatch of the circular by no later than 21 September Resumption of Trading Trading in the Shares on the Stock Exchange was suspended at the request of the Company at 9:00 a.m. on 22 June 2012 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares from 9:00 a.m. on 25 June

3 FRAMEWORK AGREEMENT Date 22 June 2012 Parties (i) (ii) Sunac Zhidi (a wholly-owned subsidiary of the Company) Greentown Real Estate (a wholly-owned subsidiary of Greentown China) Greentown Real Estate currently holds 49% equity interest in Hubin Real Estate, a non-whollyowned subsidiary of the Company. Greentown Real Estate is therefore a connected person of the Company. Subject Matter 1. Sunac Zhidi conditionally agreed to acquire, and Greentown Real Estate conditionally agreed to dispose of, an effective 50% interest in Equity Interests 1 to 8 by way of (i) the establishment of the JV Company to be owned as to 50% by Sunac Zhidi and 50% by Greentown Real Estate; and (ii) the acquisition of Equity Interests 1 to 8 by the JV Company from Greentown Real Estate; and 2. upon formation of the JV Company, Sunac Zhidi conditionally agreed to acquire, and Greentown Real Estate conditionally agreed to dispose of, an effective 50% interest in Target Company No. 9. Save for Target Company No. 6, Target Company No. 7 and Target Company No. 9 which would be accounted for as associated companies of the Company, all the other six Target Companies and the JV Company would be accounted for as subsidiaries of the Company upon completion of the Transactions. The aggregate consideration (subject to adjustment) payable by Sunac Zhidi in respect of the Transactions is RMB3,372,058,712. Effective date of the Framework Agreement The Framework Agreement will take effect upon the Company and Greentown China having obtained the requisite respective shareholders approval (as required under the Listing Rules) to the Framework Agreement and the Transactions. Formation of the JV Company Pursuant to the terms of the Framework Agreement, the JV Company will be established with an initial registered capital of RMB2 billion, which will be contributed in cash by Sunac Zhidi and Greentown Real Estate as to RMB1 billion and RMB1 billion, respectively. The name of the JV Company shall be (Shanghai Sunac Greentown Holding Company Limited*), or such other name as approved by the relevant PRC regulatory authority. Upon completion of the aforesaid capital contribution, the JV Company will be owned by Sunac Zhidi and Greentown Real Estate in equal shares and will be accounted for as a subsidiary of the Company. 3

4 Board composition and management of JV Company The board of directors of the JV Company will consist of five directors, three of whom will be nominated by Sunac Zhidi and the remaining two will be nominated by Greentown Real Estate. The chairman of the JV Company will be nominated by Greentown Real Estate whereas the general manager and the legal representative of the JV Company will be nominated by Sunac Zhidi and the chief financial officer and director of treasury of the JV Company will be nominated by Greentown Real Estate and Sunac Zhidi respectively. The JV Company will be managed and operated by the general manager who will report to the board of directors of the JV Company. The following matters shall be approved by more than two-third of the members of the board of directors of the JV Company before they can be implemented: (i) (ii) any plan for increase or reduction of registered capital of or issuance of any debt securities by the JV Company; any plan for merger, division, change in formation or dissolution of the JV Company: and (iii) the provision of any guarantees by the JV Company to third parties. Save for the above, all other matters shall be approved by more than half of the members of the board of directors of the JV Company. Management structure of the JV Company The JV Company will set up various functional departments including human resources, costing, finance, sales, operation and design teams and other necessary functional departments for the purpose of managing Target Companies No. 1 to 8. The JV Company will provide services to and manage and supervise the Target Companies through these functional departments. Basis of consideration The consideration of RMB3,372,058,712 payable in cash by Sunac Zhidi in respect of the Transactions represents 50% of the Greentown Real Estate s total entitlements in Target Companies No. 1 to 9 in the amount of approximately RMB6,744,117,424 as at 30 June The aforesaid amount of RMB6,744,117,424 comprises the following parts: (1) the total capital of RMB2,257,405,000 contributed by Greentown Real Estate in the Target Companies; (2) outstanding shareholders loans in the amount of RMB2,836,383,924 owing by the Target Companies to Greentown Real Estate; (3) interest accrued on the aforesaid shareholders loans up to 30 June 2012 in the amount of RMB453,130,000; (4) estimated undistributed profits of certain Target Companies attributable to Greentown Real Estate for the period up to 30 June 2012 in the amount of RMB1,197,198,500. The consideration shall be subject to adjustment (if any) to be agreed between Sunac Zhidi and Greentown Real Estate upon completion of the due diligence exercise to be conducted by Sunac Zhidi. 4

5 Payment of the consideration Sunac Zhidi shall pay the consideration of RMB3,372,058,712 in cash in accordance with the following schedule: (1) Sunac Zhidi shall place a deposit of RMB1 billion with Greentown Real Estate within 7 working days after the Framework Agreement is executed. Greentown Real Estate shall return such deposit to Sunac Zhidi if the Framework Agreement cannot become effective. (2) The JV Company shall complete the acquisition of Equity Interests 1 to 8 and the assignment of the shareholders loans due from the Target Companies to Greentown Real Estate within 15 working days (or such other date as agreed upon by both parties) after its establishment. Upon completion of the aforesaid acquisition and assignment, Sunac Zhidi shall pay the remaining balance of the consideration, i.e. RMB2,372,058,712, to Greentown Real Estate, upon which, Sunac Zhidi shall have obtained 50% interests in each of the JV Company and Target Company No. 9. (3) In case if the JV Company or any of the Target Companies falls short of working capital and Sunac Zhidi and Greentown Real Estate agree to make additional contribution to the JV Company, such funding shall be provided by Sunac Zhidi and Greentown Real Estate in the proportion of 50:50. The capital commitment of Sunac Zhidi under the Framework Agreement will be funded by internal resources of the Group. Acquisition of nine Target Companies Upon formation of the JV Company, Greentown Real Estate shall transfer or cause to be transferred to the JV Company equity interests in the following Target Companies: Target Company No. Target Company the Project Equity Interest to be transferred or caused to be transferred by Greentown Real Estate Capital contributed by Greentown Real Estate for such Equity Interest Purchase Price in cash payable by the JV Company 1 Shanghai Huazhe Bund Real Estate Co., Ltd.* Shanghai Bund House ( ) 51% RMB60.5 million (The transfer will take place upon completion of disposals of certain assets by such Target Company) RMB60.5 million 2 Shanghai Lvshun Real Estate Development Co., Ltd. * Shanghai Yulan Garden ( ) 100% RMB1 billion RMB1 billion 5

6 Target Company No. Target Company the Project Equity Interest to be transferred or caused to be transferred by Greentown Real Estate Capital contributed by Greentown Real Estate for such Equity Interest Purchase Price in cash payable by the JV Company 3 Suzhou Greentown Yuyuan Real Estate Development Co., Ltd.* 4 Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.* 5 Wuxi Greentown Real Estate Development Co., Ltd.* 6 Wuxi Taihu Greentown Real Estate Co., Ltd.* 7 Changzhou Greentown Real Estate Co., Ltd.* 8 Tianjin Yijun Investment Co., Ltd.* Suzhou Majestic Mansion ( ) Suzhou Rose Garden ( ) Wuxi Yulan Garden ( ) Wuxi Taihu Project ( ) Changzhou Yulan Square ( ) Tianjin Azure Coast ( ) 90.5% RMB million RMB million 66.67% RMB240 million RMB240 million 85% RMB86.7 million RMB86.7 million 39% RMB117 million RMB117 million 37% RMB million RMB million 80% RMB8 million RMB8 million 6

7 In addition, Sunac Zhidi will directly acquire 50% equity interest in the following Target Company No. 9 from Greentown Real Estate upon formation of the JV Company. Greentown Real Estate will retain 50% equity interest in such Target Company upon completion of the transfer. Target Company No. Target Company the Project Equity Interest to be acquired from Greentown Real Estate Capital contributed by Greentown Real Estate for such Equity Interest Purchase Price in cash payable by Sunac Zhidi 9 Shanghai Greentown Woods Golf Villas Development Co., Ltd. * Shanghai Rose Garden ( ) 50% RMB million RMB million Completion of the Acquisitions Pursuant to the Framework Agreement, the parties agreed that, as from 1 July 2012, all profits and entitlements derived from (i) Target Companies No. 1 to No. 8 shall belong to the JV Company and the equity interests in such Target Companies shall be taken as if they had already been held by the JV Company; and (ii) Target Company No. 9 shall be shared between Sunac Zhidi and Greentown Real Estate in equal shares. Upon completion of the Acquisitions, the Target Companies could be rebranded to include Sunac in their name. INFORMATION ON THE TARGET COMPANIES Target Company No. Target Company Total Gross Saleable Project Type of Product City Site Area Floor Area floor area (0,000 sq.m.) (0,000 sq.m.) (0,000 sq.m.) Project Progress 1 Shanghai Huazhe Bund Real Estate Co., Ltd.* Shanghai Bund House High-rise apartment Shanghai Commenced 2 Shanghai Lvshun Real Estate Development Co., Ltd.* Shanghai Yulan Garden Low-rise apartment, high-rise apartment Shanghai Commenced 3 Suzhou Greentown Yuyuan Real Estate Development Co., Ltd.* Low-rise Suzhou Majestic apartment, Mansion villa Suzhou Commenced 7

8 Target Company No. Target Company Total Gross Saleable Project Type of Product City Site Area Floor Area floor area (0,000 sq.m.) (0,000 sq.m.) (0,000 sq.m.) Project Progress 4 Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.* Suzhou Rose Garden Low-rise apartment, villa Suzhou To be commenced 5 Wuxi Greentown Real Estate Development Co., Ltd.* Wuxi Yulan Garden High-rise apartment Wuxi Commenced 6 Wuxi Taihu Greentown Real Estate Co., Ltd.* Wuxi Taihu Project High-rise apartment Wuxi Commenced 7 Changzhou Greentown Real Estate Co., Ltd.* Changzhou Yulan Square High-rise apartment Changzhou Commenced 8 Tianjin Yijun Investment Co., Ltd. * 9 Shanghai Greentown Woods Golf Villas Development Co., Ltd.* Tianjin Azure Coast Shanghai Rose Garden Urban complex Tianjin Commenced Villa Shanghai Commenced Total Set out below are the financial information of the Target Companies based on the unaudited financial statements of the Target Companies prepared under the China Accounting Standards for Business Enterprises: Target Company No. Target Company For the year ended 31 December 2010 Net profit before Net profit after For the year ended 31 December 2011 Net profit before Net profit after As at 31 December 2011 Net asset value 1 Shanghai Huazhe Bund Real Estate Co., Ltd.* -6,087, ,565, ,254, ,190, ,047,

9 Target Company No. Target Company For the year ended 31 December 2010 Net profit before Net profit after For the year ended 31 December 2011 Net profit before Net profit after As at 31 December 2011 Net asset value 2 Shanghai Lvshun Real Estate Development Co., Ltd.* 3 Suzhou Greentown Yuyuan Real Estate Development Co., Ltd.* 4 Suzhou Greentown Rose Garden Real Estate Development Co., Ltd.* 5 Wuxi Greentown Real Estate Development Co., Ltd.* 6 Wuxi Taihu Greentown Real Estate Co., Ltd.* 7 Changzhou Greentown Real Estate Co., Ltd.* 8 Tianjin Yijun Investment Co., Ltd. * 9 Shanghai Greentown Woods Golf Villas Development Co., Ltd.* -6,115, ,115, ,300, ,081, ,802, ,071, ,071, ,756, ,064, ,189, ,222, ,222, ,547, ,000, ,023, ,758, ,758, ,351, ,553, ,948, ,126, ,126, ,428, ,428, ,444, ,394, ,394, ,893, ,893, ,240, ,717, ,717, ,857, ,857, ,937, ,554, ,124, ,592, ,967, ,315, The original purchase cost to Greentown Real Estate in respect of the equity interests in Target Companies to be transferred was approximately RMB2,257,405,000. 9

10 REASONS FOR AND BENEFITS OF THE TRANSACTIONS Both the Company and Greentown China are reputed enterprises focusing on developing high-end properties, and based on their optimistic consensus on the future of China s real estate industry and the regional development of Yangtze River Delta of which Shanghai is the heart, both parties decided to establish this platform for the development of high-end real estate. With the wellcomplemented strengths and joint efforts of the two parties, this platform is destined to have a sustainable and steady growth. Through the cooperation, the Company will make greater efforts in cultivating the existing four dynamic economic zones which it has carefully chosen, i.e. Beijing, Tianjin, Chongqing and South Jiangsu, so as to consolidate its leadership in the South Jiangsu area and strategically penetrate Shanghai, and then finalize its strategic layout in Yangtze River Delta. The cooperation will be a crucial strategic move of the Company and will ensure its sustainable and steady development. The Directors (other than the independent non-executive Directors who will render their views of the Transactions after having been advised by the independent financial adviser) considered the terms of the Transactions were fair and reasonable and in the interests of the Company and the Shareholders as a whole. INFORMATION ON THE GROUP AND GREENTOWN china The Company is a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the main board of the Stock Exchange. It is a leading real estate developer in the PRC and principally engaged in the development and sale of high-end and high-quality properties in key economic cities across the PRC. As of the date of this announcement, the Group has developed or is developing high-end and high-quality property projects in four key economic regions across the PRC, namely Beijing, Tianjin, Chongqing and South Jiangsu. Sunac Zhidi is an indirect wholly-owned subsidiary of the Company and is principally engaged in property development and investment. Greentown China is a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the main board of the Stock Exchange. It is one of the leading property developers in the PRC and is primarily engaged in developing quality properties targeting middle and high income residents in the PRC. Greentown Real Estate is a wholly-owned subsidiary of Greentown China, and is mainly engaged in property development. LISTING RULES IMPLICATIONS Connected and Major Transaction As stated in the Company s announcement dated 5 January 2012, Sunac Zhidi entered into an equity transfer agreement on 5 January 2012 with Greentown Real Estate for acquisition of 51% equity interest in Hubin Real Estate. As the aforesaid transaction was entered into within the preceding 12 month period, it would be aggregated with the Transactions pursuant to Rules and 14A.25 of the Listing Rules. Since some of the relevant Percentage Ratios (after aggregating with the previous transaction) are more than 25% but all of them are less than 100%, the Transactions constitute a major transaction for the Company under the Listing Rules. As Greentown Real Estate is a connected person of the Company, the Transactions also constitute a connected transaction of the Company under Chapter 14A of the Listing Rules and are subject to the approval by the Independent Shareholders in accordance with the requirements of the Listing Rules. 10

11 Written Approval Waiver So far as the Company is aware, none of the Shareholders is materially interested in the Transactions. As such, no Shareholder is required to abstain from voting if general meeting were to be convened to approve the Transactions. As Sunac International is interested in an aggregate of 1,555,578,451 Shares, representing approximately 51.84% of the total issued share capital of the Company as at the date of this announcement, the Company has applied to the Stock Exchange for a waiver from the requirement to hold a shareholders meeting of the Company whereupon the Independent Shareholders approval in respect of the Transactions to be given in the form of a written approval by Sunac International will be accepted in lieu of holding a general meeting pursuant to Rules 14A.43 and 14A.53 of the Listing Rules. If the Written Approval Waiver is not granted, the Company will convene the EGM to obtain the approval from the Independent Shareholders. Independent Board Committee and Circular An Independent Board Committee comprising all independent non-executive Directors, will be formed to advise the Independent Shareholders as to whether the terms of the Transactions are fair and reasonable and in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote (to the extent applicable), taking into account the recommendation of the independent financial adviser. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. A circular containing, among other things, (i) further details of the formation of the JV Company and the Acquisitions; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) the advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the EGM (if the Written Approval Wavier is not granted), will be despatched to the Shareholders. As it is expected that additional time will be required to prepare the relevant accountant s report on the Target Companies (comprising, in total, nine project companies) and valuation report in relation to the properties held by the Target Companies, the Company has applied to the Stock Exchange for an extension of time for despatch of the circular by no later than 21 September RESUMPTION OF TRADING Trading in the Shares on the Stock Exchange was suspended at the request of the Company at 9:00 a.m. on 22 June 2012 pending the release of this announcement. Application has been made to the Stock Exchange for the resumption of trading in the Shares from 9:00 a.m. on 25 June DEFINITIONS Acquisitions Board the acquisitions of Equity Interests 1 to 8 by the JV Company and 50% of Target Company No. 9 by Sunac Zhidi pursuant to the terms of the Framework Agreement the board of directors of the Company 11

12 Company connected person(s) Directors EGM Equity Interests Framework Agreement Greentown China Greentown Real Estate Group Hubin Real Estate Independent Board Committee Independent Shareholders Sunac China Holdings Limited ( ), a company incorporated under the laws of the Cayman Islands with limited liability and whose shares are listed on the Stock Exchange (stock code: 1918) shall have the meaning ascribed to it under the Listing Rules the directors of the Company an general meeting of the Company to be held to approve the Transactions if the Written Approval Waiver is not granted the equity interests in Target Companies No. 1 to No. 9 held by Greentown Real Estate which would be acquired by the JV Company or Sunac Zhidi (as the case may be) pursuant to the terms of the Framework Agreement, details of which are set out in the paragraphs headed Acquisitions of nine Target Companies and Information on the Target Companies in this announcement, and Equity Interests 1 to 9 shall be construed as the respective equity interest in Target Companies No. 1 to No. 9 the cooperative framework agreement dated 22 June 2012 entered into between Sunac Zhidi and Greentown Real Estate in relation to, among others, the formation of the JV Company and the Acquisitions (Greentown China Holdings Limited*), a company incorporated under the laws of the Cayman Islands with limited liability and whose shares are listed on the Stock Exchange (stock code: 3900) (Greentown Real Estate Group Co., Ltd.*), a company established in the PRC and an indirect whollyowned subsidiary of Greentown China the Company and its subsidiaries (Wuxi Greentown Hubin Real Estate Co., Ltd.*), a company established in the PRC owned as to 51% by Sunac Zhidi and 49% by Greentown Real Estate an independent committee of the Board to be formed to advise the Independent Shareholders in respect of the Transactions Shareholders who are not prohibited from voting if general meeting were to be convened to approve the Transactions under the Listing Rules 12

13 JV Company Listing Rules Percentage Ratios PRC RMB Share(s) Shareholders sq.m Stock Exchange Sunac International Sunac Zhidi Target Companies an equity joint venture enterprise to be established in the PRC by Sunac Zhidi and Greentown Real Estate in equal shares The Rules Governing the Listing of Securities on the Stock Exchange any of the five ratios set out in Rule of the Listing Rules the People s Republic of China (excluding, for the purpose of this announcement, the Hong Kong Special Administrative Region of the PRC, the Macao Special Administrative Region of the PRC and Taiwan) Renminbi, the lawful currency of the PRC ordinary share(s) of HK$0.10 each in the share capital of the Company shareholders of the Company square meter(s) The Stock Exchange of Hong Kong Limited Sunac International Investment Holdings Ltd, the controlling Shareholder which is interested in approximately 51.84% of the issued share capital of the Company as at the date of this announcement (Tianjin Sunac Zhidi Co, Ltd.*), a company established under the laws of the PRC, which is an indirect whollyowned subsidiary of the Company Target Companies No. 1 to No. 9 to be acquired by Sunac Zhidi or the JV Company (as the case may be) from Greentown Real Estate pursuant to the terms of the Framework Agreement, details of which are set out in the paragraphs headed Acquisitions of nine Target Companies and Information on the Target Companies in this announcement and reference to the relevant numbered Target Company in this announcement shall be construed accordingly 13

14 Transactions Written Approval Waiver the transactions contemplated under the Framework Agreement including but not limited to the proposed formation of the JV Company and the Acquisitions (to be made subsequently after the formation of the JV Company) the waiver from the requirement to hold a shareholders meeting of the Company whereupon the Independent Shareholders approval in respect of the Transactions to be given in the form of the written approval by Sunac International will be accepted in lieu of holding a general meeting pursuant to Rules 14A.43 and 14A.53 of the Listing Rules % per cent * For identification purpose only. By order of the Board Sunac China Holdings Limited Sun Hongbin Chairman Hong Kong, 22 June 2012 As at the date of this announcement, the executive Directors are Mr. SUN Hongbin, Mr. WANG Mengde, Mr. LI Shaozhong, Mr. CHI Xun and Mr. SHANG Yu; the non-executive directors are Ms. HU Xiaoling and Mr. ZHU Jia; and the independent non-executive directors are Mr. POON Chiu Kwok, Mr. LI Qin and Mr. MA Lishan. 14