Hong Kong Exchanges and Clearing Limited

FORM 3B - Director's/Chief Executive's Notice – Interests in Shares of Associated Corporation

Form Serial No:

DB20081121000225

1. Name of listed corporation:

South China Financial Holdings Ltd.

2. Stock code:

00619

3. Name of associated corporation of listed corporation:

South China Land Limited

4. Registered office:

Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands

5. Principal place of business:

28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong

6. Class of shares in which interested:

Ordinary Shares

7. Number of issued shares in class:

506,498,344

8. Business registration number:

32809446

9. Certificate of Incorporation No.:

111416

Place of Incorporation:

Cayman Islands

10. Exchange on which listed:

The Stock Exchange of Hong Kong Limited

11. Name of director (English) as printed on HKID/Passport:

(Surname)	Ng
(Other names)	Hung Sang

14. Name of director (Chinese):

吳鴻生

15. Chinese Character Code:

070277033932

18. Date of relevant event:

18/11/2008
(dd/mm/yyyy)

19. Date when director became aware of the relevant event/ interest in the shares (if later):


20. Details of relevant event:
	Relevant event code describing circumstances	Code describing capacity in which shares were/are held		Number of shares bought/sold or involved	Currency of transaction	On Exchange		Off Exchange
		Before relevant event	After relevant event			Highest price per share	Average price per share	Average consideration per share	Consideration code
Long position	141		205	6,576,000	HKD	0.320	0.320

21. Total shares in associated corporation immediately before the relevant event:

	Total number of shares	Percentage figure (%)
Long Position	11,014,004,869	999.99

22. Total shares in associated corporation immediately after the relevant event:

	Total number of shares	Percentage figure (%)
Long Position	11,020,580,869	999.99

23. Capacity in which interests disclosed in Box 22 are held (required for Initial Notification only):

Code describing capacity	Number of shares
Nil

24. Further information in respect of derivative interests in associated corporation:

Code describing derivatives

Exercise period

Consideration - if derivatives granted by associated corporation

Number of shares

		Begins	Ends	Price for grant	Exercise price	Price on assignment
Long Position	409	12/03/2007	12/03/2012				5,440,000,000
Long Position	409	06/07/2007	06/07/2012				5,226,666,666

25. Further information in relation to interests of children under 18 and/or spouse:

Name of child/spouse	Number of shares
Nil

26. Further information in relation to interests of corporations controlled by Director:

Name of controlled corporation

Address and place of incorporation

Name of controlling shareholder

% control

Direct interest

Number of shares

Earntrade Investments Limited

28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Hong Kong)

Ng Hung Sang

60.00

Long position

11,020,580,869

Parkfield Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

Ng Hung Sang

100.00

Long position

11,020,580,869

Fung Shing Group Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

Ng Hung Sang

100.00

Long position

11,020,580,869

Ronastar Investments Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

Ng Hung Sang

100.00

Long position

11,020,580,869

Bannock Investment Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Republic of Liberia)

Earntrade Investments Limited

100.00

Long position

11,020,580,869

South China Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Ng Hung Sang

3.93

Long position

11,020,580,869

South China Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Earntrade Investments Limited

13.75

Long position

11,020,580,869

South China Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Bannock Investment Limited

13.01

Long position

11,020,580,869

South China Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Parkfield Holdings Limited

20.39

Long position

11,020,580,869

South China Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Ronastar Investments Limited

0.92

Long position

11,020,580,869

South China Holdings Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Fung Shing Group Limited

21.72

Long position

11,020,580,869

Sourh China (BVI) Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

South China Holdings Limited

100.00

Long position

11,020,580,869

Tek Lee Finance and Investment Corporation Limited

28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Hong Kong)

South China (BVI) Limited

100.00

Long position

11,020,580,869

Worldunity Investments Limited

28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Hong Kong)

Tek Lee Finance and Investment Corporation Limited

100.00

Long position

11,020,580,869

Greenearn Investments Limited

28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Hong Kong)

Tek Lee Finance and Investment Corporation Limited

100.00

Long position

11,020,580,869

Super Giant Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

Tek Lee Finance and Investment Corporation Limited

100.00

Long position

11,020,580,869

South China (China) Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Super Giant Limited

51.59

Long position

11,020,580,869

South China (China) Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Worldunity Investments Limited

18.51

Long position

11,020,580,869

South China (China) Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (Cayman Islands)

Greenearn Investments Limited

4.69

Long position

11,020,580,869

South China Industries (BVI) Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

South China (China) Limited

100.00

Long position

11,020,580,869

Skychance Group Limited

c/o 28/F., Bank of China Tower, 1 Garden Road, Central, Hong Kong (British Virgin Islands)

South China Industries (BVI) Limited

100.00

Long position

11,020,580,869

27. Further information in relation to interests held by Director jointly with another person:

Name of joint shareholder	Address	Number of shares
Nil

28. Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust:

Names of Trust	Address	Status code	Number of shares
Nil

29. Date of filing this Form 3B:

21/11/2008
(dd/mm/yyyy)

31. Number of attachments: