MAJOR TRANSACTION - PROPOSED ISSUE OF CONVERTIBLE PERPETUAL SUBORDINATED SECURITIES BY CHINA XINTIANDI HOLDING COMPANY LIMITED AND PROPOSED ISSUE OF WARRANTS BY THE COMPANY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 23 DECEMBER 2013

MAJOR AND CONNECTED TRANSACTION – SWAP AGREEMENT & DISCLOSEABLE AND CONNECTED TRANSACTION – JV AGREEMENT

RIGHTS ISSUE OF 2,000,431,547 RIGHTS SHARES AT THE SUBSCRIPTION PRICE OF HK$1.84 EACH ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE EXISTING SHARES HELD ON THE RECORD DATE PAYABLE IN FULL ON ACCEPTANCE

PROVISIONAL ALLOTMENT LETTER

EXCESS APPLICATION FORM

TERMS AND CONDITIONS

RIGHTS ISSUE GUIDE

HOW TO COMPLETE A PROVISIONAL ALLOTMENT LETTER AND AN EXCESS APPLICATION FORM

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING