Tian Hong

Tian Hong is one of the founders of Yingxin Xinheng. Yingxin Xinheng is a limited liability company established in China on November 15, 2001, co-founded by two independent third parties, Tian Hong and Jia Xinyao, and mainly engaged in property development in China. Mr. Sun has known Tian Hong and Jia Xinyao 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 Co., Ltd. (owned 50% each by Tian Hong and Jia Xinyao), to acquire their respective 12.5%, 12.5% and 75% equity interests for a total consideration of 40,000,000 yuan, paid in full by Mr. Sun at the time of the acquisition. The consideration was determined by the parties with reference to an independent valuation conducted on March 1, 2005 of Yingxin Xinheng as at December 31, 2004 (approximately 29,000,000 yuan). Since the purchase consideration had been paid in full, from March 26, 2005 Mr. Sun was entitled to receive 100% of Yingxin Xinheng’s dividends or distributions, and to exercise in full all voting rights otherwise exercisable by Yingxin Xinheng’s shareholders on major matters such as the nomination of directors, approval of dividend or distribution proposals, share transfers, and the disposal or pledge of assets and investments.

The registration and approval procedures for the above equity transfer were not completed at the time, so Tian Hong and the other original shareholders remained the registered shareholders. In mid-2007, 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, with all necessary filings made and all required approvals obtained. Yingxin Xinheng was the former holding company of the principal operating subsidiary of Mr. Sun’s listed group.