DUE DILIGENCE CHECKLIST

PREPARED FOR PROJECT X

Allen & Overy LLP, Shanghai Office 7 March 2007

10023-16964 SH:519878.1

7 March 2007

CHECKLIST DEFINITIONS AND NOTES 1. DEFINITIONS

INVESTOR means JPMorgan Greater China Property Fund (GCPF). JPMorgan Greater China Property Fund (GCPF) COMPANY means the real estate development company set up by China Overseas Land and Investment Ltd.(COLI) for the Project X in Shanghai. (COLI) X EXISTING SHAREHOLDER means [], who is the [sole] shareholder of the Company. [][] PROJECT X means a commercial real estate development on a site, referred to as Shanghai 65, to be developed by the Company in the Luwan District, Shanghai. X 65 PRC means the Peoples Republic of China.

NOTES Please prepare clear hard copy of the requested documents listed below unless otherwise required. Documents being supplied should, if possible, be clearly identified and numbered to correspond with this Checklist. You may fill in the column Status of the Checklist with any of the following abbreviations or with your interpretations, supplements or any other comments on the corresponding document. Remember to return the Checklist when forwarding the requested documents to Allen & Overy LL.P. NA = [NOT APPLICABLE] means item the Company/Existing Shareholders indicate does not exist and is therefore not applicable NA / NO = [NOT OBTAINABLE] means item the Company/Existing Shareholders indicate may exist but is currently not obtainable NO /

10023-16964 SH:519878.1

7 March 2007

NR= [NOT RELEVANT] means item may be irrelevant or immaterial in the view of the Company/Existing Shareholders NR /

Please do not fill in the column Comments, which will be remarked by Allen & Overy LL.P. after completion of documents collection. Please note that during the course of our review, additional matters may come to our attention which may require us to examine additional documents that have not been identified below. Please inform us immediately prior to the completion of the due diligence should there be any changes or alterations to the documents you have provided.

10023-16964 SH:519878.1

7 March 2007

Section A: Documents of the Company A DOCUMENT REQUEST 1. 2. CORPORATE DOCUMENTS FOR THE COMPANY A Company structure chart showing the chain of the ownership of the Company from its ultimate : holding company and each of their subsidiaries (if 1.1 any) including the companys equity ownership . structure and percentages of equity held (if applicable) ( ) NA List of shareholders All approval documents from competent authorities (including but not limited to the State Development and Reform Commission and the Ministry of Commerce (or their local counter parts)) regarding the establishment of the Company ) The joint venture contract, shareholders agreement and articles of association of the Company and any amendments.
: 1.3 ( [2006]5426 )

STATUS

COMMENTS (FOR A&O USE)

3. 4.

5.

: 1.4 (2006.7) : (2006.10)

1.5a ( / 043137 ) 1.5b ( / 043137 ) 1.5c ( / [2006]3996 ) 1.5d`( 2/ [2006]3996 )

6.

The valid certificate of approval and business license of the Company

7.

Register or list of all members of the board of ,: directors, supervisors and other management 1.6 personnel, including their name, nationality, (2007.4)

10023-16964 SH:519878.1

7 March 2007

DOCUMENT REQUEST address and duration of appointment 8. All other government permits, approvals, consents, authorizations and licenses related to the establishment of the Company, including without limitation: (a) Foreign Exchange Registration Certificate Organization Code Certificate Loan Certificates Approvals for opening bank accounts

STATUS

COMMENTS (FOR A&O USE)

1.7a ( :2100000070110) 1.7b-1 ( 79568514-5) 1.7b-2 ( 79568514-5) NA

(b)

(c)

(d)

1.7d-1 (:290000688736) 1.7d-2 (() 070600135 ) (2007.1.17)

(e)

Tax Registration Certificates (both state and local) () Customs Registration Certificate Real estate development qualification certificate

1.7e-1 (/ 310103795685145 ) 1.7e-2 (/ 310103795685145 )

(f)

NA

(g)

enterprise 1.7g
(2007.4.4)

(h)

Permits and other licenses required for specific types of business

NA

10023-16964 SH:519878.1

7 March 2007

DOCUMENT REQUEST 9.

STATUS

COMMENTS (FOR A&O USE)

Total investment / registered capital / authorized / 1.8 ( issued paid-up capital / outstanding capital of the (2007) 0329 ) Company. Capital verification report issued by an accountant registered in the PRC. Investment certificate issued by the Company based on the capital verification report //// FINANCING ARRANGEMENTS AND SECURITIES OF THE COMPANY List of all the loans of the Company (including shareholder loans). All the loan contracts/agreements of the Company (domestic or foreign loans) and the approval/registration documents. Agreements and registration documents in relation to any security arrangements for such loan(s) / All documents of mortgages and other encumbrances created on the land use rights, buildings, construction-in-progress, shares, machinery, auxiliary equipment, office equipment and other assets of the Company including the relevant security agreements and the approval/registration documents / List of all other guarantees / indemnities / mortgages / pledges or other encumbrances

10.

11.

NA

12.

NA

13.

10023-16964 SH:519878.1

7 March 2007

DOCUMENT REQUEST (domestic or outward) provided by the Company for the benefit of other entities and their contracts / agreements / approval or registration documents, and the performance status reports for the debts secured by the guarantees/mortgages/pledges // / // // 14. List of any other material debts and liabilities of the Company (including contingent liabilities)

STATUS

COMMENTS (FOR A&O USE)

NA

NA

15.

NA List of any real property project(s) owned by the Company, all relevant title documents and land 65 , contracts , OTHER MATERIAL AGREEMENTS CONTRACTS OF THE COMPANY / /
3.1 65 3.1a (SASAKI,2004.2.12) 3.1b (EE&K,2004.2.12) 3.1c (GAI,2004.2.12) 3.1d (2002.11.5) 3.1e 65 () 3.1f 65.67 () 3.1g () 3.1h () 3.1i 65 ,)

16.

17.

List of any contract, agreement or document (including any letter of intent or framework agreement) that the company or any of its affiliated companies have entered into in respect of the Project X X

18.

List of banks or other lenders with whom the Company has a financial relationship (briefly describe the nature of relationship - lines of credit, mortgaged loan, equipment leasing, etc.) ( )

NA

10023-16964 SH:519878.1

7 March 2007

DOCUMENT REQUEST 19. Engineering Contracting Agreement / Construction Contracting Agreement (including any subcontracting agreements) / ( ) Architectural Design / Consultancy Contract (e.g. E&M, IT, interior design) (including any subcontracting agreements) / IT () Project Management Contract, Project Construction Supervision Contract (including any sub-contracting agreements) ( ) UTILITY RECORDS Approval of various utility application, i.e. electricity, water, gray water, steam, city hot water, gas, communication etc. ENVIRONMENTAL RECORDS Environmental Impact Assessment Report/Form/Registration Form Approval From Environmental Protection Bureau on the Environmental Impact Assessment Environmental Facilities Acceptance Certificate Inspection and

STATUS

COMMENTS (FOR A&O USE)

NA

20.

NA

21.

NA

22. 23.

NA

24. 25.

NA

26.

NA

27.

NA

28. 29.

Wastewater Discharge Certificate Air Emission Discharge Certificate (for boiler and
8

NA NA
7 March 2007

10023-16964 SH:519878.1

DOCUMENT REQUEST standby generators) 30. 31. INSURANCE Insurance policies in relation to the property, such as property insurance, construction project insurance, physical damage insurance or other insurance, and evidence of payment of premiums Any documentation relating to claims which have been made under such policies or circumstances which might give rise to a claim being made Advise whether the Company has been unable to insure unusual risks or products or events and whether the Company will be able to obtain necessary insurance in the future Advise whether any insurance policy aggregates have been penetrated or exhausted Provide a summary of the insurance claims history of the Company in the last 3 years or, if shorter, from incorporation, identifying in particular any claims which have been declined or which are currently outstanding 3 3 LITIGATION / ARBITRATION / List of any and all litigation, arbitration, claims,
9

STATUS

COMMENTS (FOR A&O USE)

NA

32.

NA

33.

NA

34.

NA

35.

NA

36. 37.

10023-16964 SH:519878.1

7 March 2007

DOCUMENT REQUEST judicial and administrative investigations and any other similar proceedings (collectively Disputes) involving or likely to involve the Company or any of its assets and relevant documents 38. Consent decrees, judgments and other orders of courts or governmental bodies involving the Company (including any of those applicable to the industry in which the Company is engaged in) Notices, letters, etc. alleging violations of or requesting compliance with laws, regulations, etc., or requests for information or investigative demands with respect to antitrust laws, securities laws, labor, employment, safety, foreign investment, tax or any other material laws applicable to the Company Details of any other breaches of applicable laws or regulations FINANCIAL

STATUS NA

COMMENTS (FOR A&O USE)

NA

39.

NA

40.

NA

41. 42.

The Companys audited financial statements since 8.1 2007 3 31 inception; unaudited if audited financial with respect to the current period is not yet available, including quarterly income statements for the past years and the current year (to date), including any management letters or special reports by auditors and any responses thereto and any letters from legal counsel to the Company delivered to auditor
10 7 March 2007

10023-16964 SH:519878.1

DOCUMENT REQUEST , ( ) 43. 44. TAX All tax filings and withholdings (and any tax liens) relating to the businesses of the Company, the building and/or the property / () Material information including the government approval & tax recommendation on the property/the building and rental income or documents of paid and unpaid tax / Details of current, threatened, pending or past disputes (including any litigation) with or investigations by the Taxation Bureau or the Customs Bureau (including customs and excise and stamp duty authorities) and include details of any fine paid or outstanding ( ) INTELLECTUAL PROPERTY trade marks, service marks, trade names (whether registered or not) () patents and patent applications registered designs and any applications for registration
11

STATUS

COMMENTS (FOR A&O USE)

9.1 (2007 3 7 ) 2007 3 7

45.

NA

46.

NA

47. 48.

NA

49. 50.

NA NA

10023-16964 SH:519878.1

7 March 2007

DOCUMENT REQUEST 51. list of domain names (if any) and any applications for registration () MISCALLENEOUS Details of any other documents or matters which may be material to the decision of the Investor on whether to carry out the Project X X

STATUS

COMMENTS (FOR A&O USE)

NA

52. 53.

NA

10023-16964 SH:519878.1

12

7 March 2007

Section B: Documents of the Existing Shareholders B *This section may be supplemented by the due diligence requests of the counsels of the Investor at the jurisdiction where an Existing Shareholder is incorporated. COMMENTS (FOR A&O USE)

DOCUMENT REQUEST

STATUS

54.

CORPORATE DOCUMENTS FOR THE EXISTING SHAREHOLDERS The valid existing certificate of approval, business 12.1 . license, certificate of incorporation and constitutional documents of the Existing Shareholders

55.

10023-16964 SH:519878.1

13

7 March 2007

Section C: Documents for Project X C X DOCUMENT REQUEST 56. DOCUMENTS IN RELATION TO LAND NA Means of acquisition (by allocation, grant or lease; : 104 by bid, listing or auction) ([2002]649 ) Land Use Rights Grant Contract signed with the local real estate authority by the land use rights holder Evidence of payment of land premium, such as invoices and/or receipts issued by the local real estate authority / Documents relating to transfer of land use rights obtained by the Company Tax receipts issued by relevant tax authority in relation to the transfer of land use rights tax receipt issued by relevant tax authority
13.6
13.2a ( (2003) 22 ) 13.2b ((2006) 9 ) 13.2c ((2006) 11 )

STATUS

COMMEN TS (FOR A&O USE)

57.

58.

59.

13.3 (2 ) : 1. 65 (,2007.4.20)

60.

NA

61.

NA

62.

Red line drawings of the land

13.7

63.

Site plans of the property showing the boundary lines and adjacent properties Copy of the most updated Land Use Right Certificate in the name of the Company issued by the local real estate authority
NA

64.

10023-16964 SH:519878.1

14

7 March 2007

DOCUMENT REQUEST 65. Copies of all other relevant documents and reports pertaining to land use rights owned by the Company

STATUS

COMMEN TS (FOR A&O USE)

13.9a 65 (2006.7) 13.9b 65

66.

Explanation on the relocation procedures and compensation mechanisms in relation to the Project X, including: X
13.10a-1 65 ()

(a)

the area and other information of the land \. 13.10a-2 involving relocation of residents (2007.7.18) how will the compensation for relocation be determined, in term of compensation in cash and compensation in kind how and when will the compensation in cash be paid

(b)

NA

(c)

NA
13.10d-1 65 (2006.7.20) 13.10d-2 < 65 >(2006.7.20) : 1. 65 (2007.4.26) 2. 65 (2007.4.26)

(d)

any agreement in relation to the relocation procedures

67.

Mortgage agreements and mortgage registration certificates, or security interest of any other kind against the land Copy of certificates of other rights to land (if any) ()

NA

68.

NA

10023-16964 SH:519878.1

15

7 March 2007

DOCUMENT REQUEST 69.

STATUS

COMMEN TS (FOR A&O USE)

documents evidencing both statutory and 13.13 ( contracted obligations in relation to the land have (2007) 02 ) been complied with, including relocation completion etc, and a copy of the demolition and relocation agreement GOVERNMENT APPROVALS, PERMITS AND LICENSES Controlling Plan and Controlling Detailed Plan in effect issued by the local planning bureau covering the location of the Project X, and any adjustment and modification thereafter X Site Selection Opinion issued by the local planning bureau Preliminary Design Approval issued by the local construction commission and the local government Construction Land Use Rights Planning Permit issued by the local planning bureau and the local government Construction Land Use Approval issued by the local real estate bureau Construction Planning Permit Construction Permit
14.1a 65 ([2006]380 ) 14.1b 65 258 ((2006)46 ) 14.1c 65 258 ( [2006]11 )

70.

71.

72.

NA

73.

NA
14.4a 65 258 () ) 14.4b ( (2007)03070105E00008)

74.

75. 76. 77.

NA NA NA

10023-16964 SH:519878.1

16

7 March 2007