Jia Xinyao

Jia Xinyao is one of the founders of Yingxin Xinheng. Yingxin Xinheng is a limited liability company established in China on November 15, 2001, founded by Tian Hong and Jia Xinyao, and mainly engaged in property development in China. Mr. Sun had known Jia Xinyao and Tian Hong since 1988.

On March 26, 2005, Mr. Sun entered into an agreement with the then shareholders of Yingxin Xinheng, namely Tian Hong, Jia Xinyao and Yinji Investment Holdings Limited (then owned 50% each by Tian Hong and Jia Xinyao), to acquire the 12.5%, 12.5% and 75% equity interests in Yingxin Xinheng held respectively by the three parties, for a total consideration of 40 million yuan, paid in full at the time of acquisition. The consideration was determined with reference to an independent valuation of Yingxin Xinheng of approximately 29 million yuan as at December 31, 2004. Thereafter Mr. Sun was entitled to receive all dividends and distributions of Yingxin Xinheng and to exercise all shareholder voting rights, but the registration and approval procedures for the equity transfer were not completed, and Tian Hong, Jia Xinyao and others remained the registered shareholders.

In mid-2007, in order to simplify the shareholding structure, Yinji transferred its 75% equity interest in equal proportions to Tian Hong and Jia Xinyao, so that each of them directly held 50% of Yingxin Xinheng; the transfer took effect in 2009. On September 3, 2009, Mr. Sun, through his wholly owned Tianjin Qizhi Infrastructure Development Co., Ltd., took steps to complete the acquisition of Yingxin Xinheng, and the relevant filing and approval procedures were also completed.