Major Shareholder:

• Mr. So Pang Gen ¡V 65.0% interest

Company Subsidiaries:

• Ningbo Fair Land (100%): Property development in Ningbo
• Changchun Fair Land (100%): Property development in Changchun
• Nanjin Fair Land (100%): Property development in Nanjin
• Shanghai Fair Land (100%): Property development in Shanghai

The Group is engaged principally in property development in the PRC with a focus on the medium to large-sized cities in the northeastern central parts of the PRC. Currently, the Group's major property interests are in Changchun and Ningbo. The Group has adopted a strategy to dispose part of the land in certain projects to other developers, and the proceeds from the sale of these land were used to finance the development and construction costs of the relevant projects owned or to be owned by the Group. The properties developed by the Group are mainly residential properties at the middle to high end of the property market and are primarily targeted at end users.

One of the Group's strategies is to engaged in project development in densely populated cities where economic development is rapid, resulting in strong purchasing power of the general public. Through long term co-operation with PRC property companies and local government departments, the Group has extensive knowledge of local economic environment and policies and is able to apply such knowledge in formulating its business strategies and investment portfolios.

As at 28th February 2002, properties developed and held for sale by the Group had a total GFA of approximately 85,381, sq.m, properties developed and held for investment by the Group had a total GFA of approximately 2,489 sq.m, properties held under development had an estimated total GFA of approximately 47,302 sq.m, and properties held for owner occupation had a total GFA of approximately 1,382 sq.m. The Group also has a land bank with a total site are of approximately 479,582 sq.m for future development.

The Directors believe that the Group has the following competitive advantages:

• its focus on densely populated and rapid-growth regions in the PRC for investment;
• its target at domestic purchasers of middle to high and residential properties;
• its close working relationship with PRC property companies and different levels of local government authorities;
• its strategy of simultaneously developing properties and acquiring land;
• its ability to expand by utilizing profits earned;
• the knowledge, experience and expertise of its seniors management;
• the economies of scale of each of its developments; and
• its long-term commitment ot customers by delivering value continuously.

• Joint venture risks;
• The Voting Agreement and the Confirmation and Agreement arrangement in respect of the Ningbo Joint Venture;
• Uninsured liability;
• Competition in the PRC property market
• Unpaid demolition, resettlement and compensation costs

The Directors consider that the Group has established a strong foothold in certain cities, such as Ningbo and Changchun. The Directors currently plan to apply approximately $13 million of the net proceeds of the New Issue to finance part of the construction of the remaining portions of Changchun Haoyuan in Changchun. The completion of the entire Changchun Haoyuan is scheduled to take place in or around December 2002.

The Group also plans to continue to clear and develop Xincheng Development Zone in phases after assessing local demand, affordability and market conditions. When the Directors deem appropriate, the Group will draw up the resettlement and development plans for a particular site in which the Group holds Conditional Development Rights. The Changchun Joint Venture will pay land premium to obtain the land use rights in respect of those phases of Xincheng Development Zone when a decision has been taken by the Group to undertake the development of that phase.

The Group intends to acquire from other shareholders the remaining equity interest in the joint ventures, which the group also has, interests in. The Directors are of the view that this strategy will facilitate better management of the Group's property development projects in the PRC. The Directors currently intend to acquire on additional 5% equity interest in the Changchun Joint Venture from Changchun Urban Infrastructures should the opportunity arise, and that the Group will fund the acquisition by internal resources should the proposed acquisition materialized.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$51.0 million (based on the offer price HK$1.00 per share). The Group at present intends to apply the net proceeds as follows: