China RMB Australian Property Fund

Agincourt Capital Australia RMB Fund 2011 Level 19, Two International Finance Centre

8 Finance Street Central Hong Kong China www.agincourtcapital.hk Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 / Fax +852 2251 8862

Agincourt Capital: Convertible Bonds Term Sheet

Issuer:

A Jersey-based fund to be established prior to the Offering

Offering:

RMB denominated AU$ settled Senior Secured Convertible Bonds due [●] distributed solely outside of the United States to persons who are not U.S. persons.

SPV1

SPV Core Pty. Ltd., a special purpose vehicle organised under the laws of [Australia] (“SPV1”). The business of SPV1 is to invest in certain existing commercial real estate projects in Australian capital cities. The maximum amount of the initial investment made by SPV1 will be up to approximately RMB1.75 billion (the “SPV1 Initial Investment”).

SPV2

SPV Opportunity Pty. Ltd., a special purpose vehicle organised under the laws of [Australia] (“SPV2”). The business of SPV2 is to invest in various real estate development projects in Australian capital cities. The maximum amount of the initial investment made by SPV2 will be up to approximately RMB700 million (the “SPV2 Initial Investment”).

SPV3

SPV Fusion Pty. Ltd., a special purpose vehicle organised under the laws of [Australia] (“SPV3” and, together with SPV1 and SPV2, the “SPVs”). The business of SPV3 is to invest in a combination of existing commercial real estate projects and other real estate development projects in Australian capital cities. The maximum amount of the initial investment made by SPV3 will be up to approximately RMB1.05 billion (the “SPV3 Initial Investment”)

Trustee:

[TBD]

Responsible Entity:

Fundhost Limited, a company established in Australia to provide responsible entity and trustee services.

Securities:

Senior Secured Convertible Bonds of the Issuer (“Convertible Bonds”) convertible into primary common shares of each and any of SPV1 (“SPV1 Shares”), SPV2 (“SPV2 Shares”) and SPV3 (“SPV3 Shares and, collectively with SPV1 Shares and SPV2 Shares, the “Shares”).

Principal Amount:

RMB 3.5 billion

Conversion Shares

The Shares to be issued upon conversion of the Convertible Bonds (the “Conversion Shares”) will rank pari passu in all respects with the Shares at issue at the date of conversion and will entitle the holders thereof to receive all future distributions which are declared, made or paid after the date of allotment of such Conversion Shares

AGINCOURT CAPITAL Level 19, Two International Finance Centre 8 Finance Street Central, Hong Kong, China Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 Fax +852 2251 8862 / Web: www.agincourtcapital.hk

Ranking:

The Convertible Bonds will be: • General obligations of the Issuer; • Senior in right of payment to any existing and future obligations of the Issuer expressly subordinated in right of payment to the Convertible Bonds • Rank at least pari passu in right of payment with all other unsubordinated indebtedness of the Issuer • Be secured by the Collateral described below.

Security

The obligations of the Issuer in respect of the Convertible Bonds will be secured by the Collateral that will include: • Charges over each SPV Operating Account; • A Charge over the Escrow Account; The charges over each SPV Operating Account and the Escrow Account shall be referred to as the “Account Collateral” • A fixed and floating charge over the assets of each of the SPVs other than the accounts subject to the Account Collateral referred to as the “Asset Collateral”

Currency of Settlement:

All amounts due under, and all claims arising out of or pursuant to the Convertible Bonds or the Indenture from or against the Issuer shall be payable and settled in Australian dollars only.

Denomination:

The Bonds will be issued in registered form in the denominations of RMB200,000 each.

Use of Proceeds

The net proceeds of the Offering will be allocated to each of SPV1, SPV2 and SPV3 in such amounts as the purchasers of the Convertible Bonds shall indicate on the Issue Date (the “Investor Allocation”). To the extent that the aggregate amount of Investor Allocations exceeds either the SPV1 Initial Investment or the SPV2 Initial Investment, the amount of each Investor Allocation will be reduced pro rata and the excess amounts invested in SPV3.

Escrow Account:

The net proceeds of the Offering will be placed in an escrow account, maintained by the Trustee in the name of the Responsible Entity, prior to disbursement to the relevant SPV for construction and acquisition costs.

SPV Operating Account:

The Responsible Entity will maintain an operating account for the benefit of each of the SPVs. The SPV Operating Accounts will be subject to an Operating Account Agreement to the effect that (i) all proceeds from the sale of assets by the SPVs will be deposited in the relevant SPV Operating Account and (ii) funds may be withdrawn by the relevant SPV from the SPV Operating Account only to fund the business and operations of the relevant SPV.

Issue Price:

100% of the Principal Amount.

AGINCOURT CAPITAL Level 19, Two International Finance Centre 8 Finance Street Central, Hong Kong, China Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 Fax +852 2251 8862 / Web: www.agincourtcapital.hk

Interest:

The Convertible Bonds bear interest from (and including) the Issue Date at the rate of [4.0] % per annum calculated by reference to the principal amount thereof and payable (in Australian dollars at the Australian Dollar Equivalent) annually in arrear on ● of each year.

Maturity:

[5/7] years from the date of issue of the Convertible Bonds

Conversion Period

Commencing 40 days following the Issue Date and ending on the third (3d) anniversary of the Issue Date.

Conversion Rights:

The Bondholders shall have the right to convert any number of Convertible Bonds into Shares (calculated by applying the following formula) at any time during the Conversion Period (as defined above): N = x/y Where: N = number of Shares of the relevant SPV to be issued X = the aggregate principal amount of the Convertible Bonds to be converted (translated into Australian dollars at the Conversion Rate) constituting a part of all of the relevant Investor Allocation; and Y = the Conversion Price

Conversion Price

With respect to Convertible Bonds that are converted into Shares • on or prior to the first anniversary of the Issue Date: AU$1,000 per AU$1,000 principal amount of the Convertible Bonds (translated into Australian dollars at the Conversion Rate) • after the first anniversary of the Issue Date and on or prior to the second anniversary of the Issue Date: AU$1,100 per AU$1,000 principal amount of the Convertible Bonds (translated into Australian dollars at the Conversion Rate); and • after the second anniversary of the Issue Date and on or prior to the third anniversary of the Issue Date: AU$1,150 per AU$1,000 principal amount of the Convertible Bonds (translated into Australian dollars at the Conversion Rate).

Where the Conversion Rate shall be RMB7.0 = AU$1.00. The Conversion Price shall be subject to adjustment for events including: sub-division, consolidation and re-classification of Shares, bonus issues, capital distributions, issuance of options, rights, warrants, further convertible or exchangeable bonds or Shares at a discount exceeding a rate to be agreed to market price and other standard dilutive events

Redemption at Maturity:

Unless previously redeemed or converted the Convertible Bonds will be redeemed on the Maturity Date, at an amount equal to the Australian Dollar Equivalent of their RMB principal amount, together with accrued but unpaid interest.

AGINCOURT CAPITAL Level 19, Two International Finance Centre 8 Finance Street Central, Hong Kong, China Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 Fax +852 2251 8862 / Web: www.agincourtcapital.hk

Tax Redemption [and Non-Redemption Rights]:

Redemption at the Option of the Issuer:

The Company may redeem all but not some only of the Convertible Bonds at a redemption price equal to the Australian Dollar Equivalent of their RMB principal amount, together with accrued but unpaid interest to the date of fixed for redemption, in the event of certain changes in Jersey, [Australia] or Hong Kong taxation.[If the Company exercises its tax redemption right, each holder of the Convertible Bonds shall have the right to elect that all or a portion of its Convertible Bonds shall not be redeemed. Upon the exercise of the non-redemption right with respect to such Convertible Bonds, no additional amounts referred to in the Indenture shall be payable on the payments due after the relevant date in respect of such Convertible Bonds and such payments shall be made subject to any deduction or withholding required under the laws or regulations of Jersey, Australia or Hong Kong.]

On or after the third anniversary of the Issue Date, the Issuer may redeem all but not part of the Convertible Bonds at a redemption price equal to the Australian Dollar Equivalent of the RMB principal amount plus the Applicable Premium and accrued but unpaid interest, if any, to the redemption date. (*See footnote at end for complete definitions).

The Issuer may redeem all and not some only of the Convertible Bonds at a redemption price equal to the Australian Dollar Equivalent of their RMB principal amount together with interest accrued to the date fixed for redemption provided that prior to the date of such notice at least 90% in principal amount of the Convertible Bonds originally issued has already been converted, redeemed or purchased and cancelled.

Redemption upon an Event of Default:

Subscriber can require the Issuer to redeem any Convertible Bonds held at any time within a reasonable period of time after an Event of Default occurs at a redemption price equal to the Australian Dollar Equivalent of their RMB principal amount together with interest accrued to the date fixed for redemption upon certain events of default.

Events of Default:

Events of Default include: • Breach of obligations (payment of coupon, delivery of Shares) • Winding-up of the Issuer or any of the SPVs.

Negative Pledge:

The Issuer will not, and will not permit any of the SPVs to, directly or indirectly, incur assume or permit to exist any liens or encumbrance on any of its assets or properties of any kind (other than the Collateral), whether owned on the Issue Date or thereafter acquired, except liens securing Permitted Pari Passu Secured Indebtedness

AGINCOURT CAPITAL Level 19, Two International Finance Centre 8 Finance Street Central, Hong Kong, China Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 Fax +852 2251 8862 / Web: www.agincourtcapital.hk

Permitted Pari Passu Secured Indebtedness:

On or after the Issue Date, each of the SPVs may incur indebtedness, provided that the aggregate principal amount of such indebtedness at any time outstanding does not exceed 20.0% of Total Assets of the relevant SPV. The relevant SPV may create further Security on the Asset Collateral pari passu with the Security to secure such indebtedness; provided that (i) the holders of such indebtedness (or their representatives) become party to an Intercreditor Agreement, and (ii) the agreement in respect of such indebtedness contains provisions with respect to releases of Account Collateral is substantially similar to and no more restrictive on the Company than the provisions of the Indenture and the Security Documents

Representations and Warranties:

Customary warranties and representations to be further negotiated

Listing:

The Convertible Bonds will be listed on the [SGX-ST/Hong Kong Stock Exchange]. The Shares will not be listed.

Conditions Precedent:

The purchase of the Convertible Bonds will be subject to the following conditions and other customary closing conditions for transactions of a similar nature and size: • Execution of all relevant definitive transaction documentation • Completion of business, accounting and legal due diligence to the satisfaction of the purchaser as set out in the section headed “Due Diligence” below • Approval by the Issuer’s board of directors and relevant governmental / regulatory authorities • All representations and warranties made by the Issuer are true and correct in all material respects • No material adverse change

Due Diligence:

It will be a condition precedent to the offering of the Convertible Bonds that due diligence (including but not limited to all anti-money laundering and “Know Your Customer” checks) is completed to the satisfaction of the Issuer and purchasers of the Convertible Bonds

Fees and Expenses:

Each of the Issuer and purchasers shall bear the costs and expenses of its own legal and other professional advisors incurred in connection with the Transaction

Dispute Resolution:

In the event of any dispute the parties submit to the non-exclusive jurisdiction of the courts of Hong Kong

AGINCOURT CAPITAL Level 19, Two International Finance Centre 8 Finance Street Central, Hong Kong, China Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 Fax +852 2251 8862 / Web: www.agincourtcapital.hk

Clearing Systems:

The Convertible Bonds will be represented by beneficial interests in the Global Certificate, which will be registered in the name of a nominee of, and deposited on the Issue Date with a common depositary for, Euroclear and Clearstream. Beneficial interests in the Global Certificate will be shown on and transfers thereof will be effected only through records maintained by Euroclear and Clearstream. Except in certain limited circumstances, certificates for the Convertible Bonds will not be issued in exchange for beneficial interests in the Global Certificate.

Footnotes *“Applicable Premium” means with respect to a Convertible Bond at any redemption date, th e greater of (1) 1.00% of the principal amount of such Convertible Bonds and (2) the excess of (A) the present value at such redemption date of such Convertible Bond, plus all remaining scheduled interest payments due on such Convertible Bond (but excluding accrued and unpaid interest to the redemption date) through the Maturity Date, computed using a discount rate equal to the Adjusted Treasury Rate plus 50 basis points, over (B) the principal amount of such Convertible Bond on such redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the [Australian Government security] having a maturity comparable to the Maturity Date that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a maturity comparable to the Maturity Date.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the dib and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such redemption date, as set forth in the appropriate [Australian government statistical release].

AGINCOURT CAPITAL Level 19, Two International Finance Centre 8 Finance Street Central, Hong Kong, China Phone +61 (0) 417 928 294 / Mobile +44 (0) 7770 553 738 Fax +852 2251 8862 / Web: www.agincourtcapital.hk