1. INTRODUCTION

The Board of Directors of Ying Li International Real Estate Limited (the “

announce that the Company has priced the Offering (as defined below) of convertible bonds due

3 March 2015. J.P. Morgan (S.E.A.) Limited is the Sole Bookrunner and Lead Manager for the

Offering (the “

The Company shall offer S$200 million in aggregate principal amount of 4.00% convertible bonds

due 2015 (the “

principal amount of 4.00% convertible bonds due 2015 (the “

the Firm Bonds, the “

Company to the Lead Manager (as defined below), exercisable in whole or in part, on one or

more occasions, at any point in time on or before the thirtieth day following the closing on 3

March 2010 (the “

“

“

(the “Company”) is pleased toLead Manager”).Firm Bonds”), and may issue up to an additional S$75 million in aggregateOptional Bonds”, collectively withConvertible Bonds”) pursuant to the exercise of an option granted by theUpsize Option”, and together with the offering of the Convertible Bonds, theOffering”). Subject to the applicable terms and conditions of the Convertible Bonds (theConditions”), the Convertible Bonds are convertible into new ordinary shares of the CompanyConversion Shares”).

2. PRINCIPAL TERMS OF THE CONVERTIBLE BONDS

Principal Size of the

Offering

: S$200 million in aggregate principal amount of Firm Bonds

(excluding the Optional Bonds).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

OR INTO THE UNITED STATES. THE MATERIAL SET FORTH HEREIN IS NOT

INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER FOR SALE OF THE

SECURITIES IN THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN MAY NOT

BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN

EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS

AMENDED, AND ANY APPLICABLE STATE LAWS. THERE IS NO INTENTION TO

REGISTER ANY PORTION OF ANY OFFERING IN THE UNITED STATES OR TO

CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.

NOT FOR DISTRIBUTION IN THE UNITED STATES

Upsize Option : Up to an additional S$75 million in aggregate principal amount of

Optional Bonds, pursuant to the exercise of the Upsize Option by

the Lead Manager.

Maturity Date : 3 March 2015.

Issue Price : 100% of the aggregate principal amount of the Firm Bonds.

Interest Rate : The Convertible Bonds will bear interest at the rate of 4.00% per

annum.

Yield-to-put /

Maturity

: 6.50% per annum calculated on a semi-annual basis.

Method of Issue : The Convertible Bonds are proposed to be offered only to

institutional and/or accredited or other investors under Sections 274

and 275 of the SFA and will be made outside the United States in

accordance with Regulation S and other exemptions of the U.S.

Securities Act of 1933.

Conversion Period : The conversion right attaching to any Convertible Bond may be

exercised, at the option of the holder of the Convertible Bond (the

“

close of business (at the place where the certificate evidencing

such Convertible Bond is deposited for conversion) on 21 February

2015.

Conversion Price : The price at which the Conversion Shares will be issued upon

conversion, as adjusted from time to time (the “

will initially be S$0.8029 per Conversion Share, but will be subject

to adjustment in the manner provided in the Terms and Conditions.

Mandatory

Conversion at the

Option of the

Company

: At any time on or after 3 March 2013 and prior to the date falling 10

business days prior to the Maturity Date, the Company may

mandatorily convert all but not some only of the Convertible Bonds

outstanding into shares in the capital of the Company (“

provided that no such conversion may be made unless the volume

weighted average price of the Shares for each of 30 consecutive

trading days, the last of which occurs not more than 10 trading days

prior to the date of the notice of conversion, was at least 130% of

the applicable conversion price then in effect.

Redemption at the

Option of the

Company

: If at any time the aggregate principal amount of the Convertible

Bonds outstanding is less than 10% of the aggregate principal

amount originally issued, the Company shall have the option to

redeem such outstanding Convertible Bonds in whole but not in part

at their early redemption amount together with accrued, but unpaid,

interest (calculated up to, but excluding, the date fixed for such

redemption).

Redemption at the

Option of the

Bondholder

: The Company will, at the option of the Bondholder, redeem all or

some only of such Bondholder’s Convertible Bonds on 3 March

2013 at 108.136% of their principal amount as at the relevant date

fixed for redemption together with interest accrued to the date fixed

for redemption.Bondholder”), at any time on and after 13 April 2010 up to theConversion Price”),Shares”),

NOT FOR DISTRIBUTION IN THE UNITED STATES

Redemption for

Change of Control or

Delisting

: Upon:

(i) the delisting of the Shares, or the suspension of the Shares

for a period of 30 trading days or more, from the SGX-ST or,

if applicable, the principal stock exchange or securities

market on which the Shares are then listed or quoted or

dealt in; or

(ii) a change in control of the Company,

the Bondholder will have the right, at such Bondholder’s option, to

require the Company to redeem all or some only of such

Bondholder’s Convertible Bonds at a price equal to their early

redemption amount together with interest accrued to the date fixed

for redemption.

Redemption on

Maturity

: Unless previously redeemed, converted or purchased and

cancelled as provided herein, the Company will redeem each

Convertible Bond at 114.496% of its principal amount plus unpaid

accrued interest thereon on 3 March 2015.

Settlement and

Payment

: Subject to fulfillment of the conditions of the Subscription

Agreement (as defined below), settlement and payment for the

Convertible Bonds is expected to take place on 3 March 2010 or

such other date as may be agreed between the Company and the

Lead Manager.

Listing : An application will be made for the listing of the Convertible Bonds

and the Conversion Shares on the

Trading Limited (the “

Governing Law : The laws of England.Singapore Exchange SecuritiesSGX-ST”).

3. STATUS OF THE CONVERTIBLE BONDS AND THE CONVERSION SHARES

Based on a Conversion Price of S$0.8029 and assuming no adjustments thereto, the number of

Conversion Shares to be allotted and issued by the Company pursuant to the full conversion of

the Convertible Bonds is 249,097,000. The 249,097,000 Conversion Shares represent

approximately 11.52% of the existing issued share capital of the Company as at the date of this

Announcement.

The Conversion Shares, when allotted and issued on conversion of the Convertible Bonds will,

with effect from the relevant date of issue, rank

then outstanding, except for any dividends, rights, allotments or other distributions, the record

date for which is prior to the date of issue of the Conversion Shares.

The Convertible Bonds will constitute senior, direct, unconditional, unsecured and unsubordinated

obligations of the Company, and will at all times rank

themselves and with all other present and future unconditional, unsecured and unsubordinated

obligations of the Company other than those preferred by statute or applicable law.

The Conversion Shares will be issued pursuant to specific approval to be obtained from the

shareholders of the Company at an extraordinary general meeting to be convened. A circularpari passu in all respects with the other sharespari passu without any preference among

NOT FOR DISTRIBUTION IN THE UNITED STATES

containing, among others, information pertaining to the Offering will be despatched to

shareholders of the Company in due course.

4. MATERIAL AGREEMENTS

In relation to the Offering, the following agreements dated 21 January 2010 have been entered

into between the parties as set out below:

(a) a subscription agreement has been entered into between the Company and the Lead

Manager (the “

the Convertible Bonds to the Lead Manager; and

(b) a securities lending agreement has been entered into between Newest Luck Holdings

Limited (“

agreed to lend the Lead Manager, and the Lead Manager has agreed to borrow from

Newest Luck, 122,000,000 existing Shares held by Newest Luck for the sole purpose of

on-lending such Shares to the subscribers of the Convertible Bonds.Subscription Agreement”), pursuant to which the Company shall issueNewest Luck”) and the Lead Manager, pursuant to which Newest Luck has

5. USE OF PROCEEDS

Pursuant to the Offering (assuming that the Upsize Option is not exercised and including

estimated issue expenses of S$8 million), the Company intends to raise gross proceeds of

approximately S$200 million. The net proceeds (after deducting the estimated issue expenses

relating to the Offering) of approximately S$192 million will be used in the estimated proportions

as set out below:

Use of Proceeds Percentage Allocation (%)

Fund the acquisition of new development sites, possible

strategic investments, joint ventures, other acquisitions and

strategic alliances when appropriate opportunities arise

90 - 100

General corporate and working capital requirements 0 - 10

If the Upsize Option is exercised, the additional proceeds will be used for the purposes, and

according to the percentage allocation, as stated above.

The actual apportionment of the net proceeds for the aforementioned purposes would be subject

to the availability and size of investment and acquisition opportunities, the relative timing of the

various requirements for funds, and the Company’s overall objective of achieving an optimal cost

of capital to fund its growth initiatives. The Company will make periodic announcements on the

utilization of proceeds from the Offering as and when such proceeds are materially disbursed.

6. CONDITIONS PRECEDENT

The Offering is conditional upon, among others:

(a) (i) the SGX-ST shall have granted approval in-principle for the listing of the Convertible Bonds,

subject to any conditions reasonably satisfactory to the Lead Manager (or, the Lead Manager

being reasonably satisfied that such listing will be granted); and (ii) the conditions to the

approval in-principle of the SGX-ST for the listing of the Convertible Bonds shall have been

fulfilled;

NOT FOR DISTRIBUTION IN THE UNITED STATES

(b) the SGX-ST having granted approval in-principle for listing of the Conversion Shares issuable

upon conversion of the Convertible Bonds (or, the Lead Manager being reasonably satisfied

that such listing will be granted);

(c) the representations and warranties of the Company contained in the Subscription Agreement

being accurate and correct in all material respects at the closing date for the issue of the

Convertible Bonds (the “

(d) at the Closing Date, there shall not have occurred any change, or any development or event

reasonably likely to involve a prospective change, in the financial condition, earnings,

operations or business prospects of the Company and its subsidiaries as a whole, which, in

the opinion of the Lead Manager, is material and adverse and which makes it, in the opinion

of the Lead Manager, impracticable to market the Convertible Bonds on the terms and in the

manner contemplated in the Subscription Agreement;

(e) the Company having obtained all consents and approvals in respect of the issue of the

Conversion Shares; and

(f) the Lead Manager shall have been satisfied with the results of its due diligence investigations

on the Company and its subsidiaries for the purposes of the preparation of the offering circular

for the offering of the Convertible Bonds, and such offering circular shall have been prepared

in form and content satisfactory to the Lead Manager.Closing Date”), and as if made on the Closing Date;

7. FINANCIAL EFFECTS

The financial effects of the issue of the Convertible Bonds will be disclosed in a further

announcement to be released by the Company.

8. CLOSING DATE

The closing date for the Offering is expected to be on or about 3 March 2010.

9. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

None of the Directors and substantial shareholders of the Company, or any other person listed in

Rule 812(1) of the Listing Manual, has any interest, direct or indirect, in the Offering (other than

by virtue of their respective shareholder interests in the Company).

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