Aceso Life Science Group Limited — Proxy Solicitation & Information Statement 2014

Feb 24, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hao Tian Development Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

(1) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF A WHOLLY-OWNED SUBSIDIARY AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 15 of this circular. A letter from the Independent Board Committee containing its recommendation is set out on pages 16 to 17 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 18 to 39 of this circular.

A notice convening the extraordinary general meeting of Hao Tian Development Group Limited to be held at Room 2702, 27/F, 200 Gloucester Road, Wanchai, Hong Kong on 14 March 2014, at 10:30 a.m. is set out on pages 99 to 100 of this circular. A form of proxy for use at the extraordinary general meeting is enclosed. Whether or not you intend to attend and vote at the extraordinary general meeting or any adjourned meeting (as the case may be) in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible, but in any event not less than 48 hours before the time appointed for holding such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting (as the case may be) should you so wish.

24 February 2014

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Responsibility Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix I – Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . .	40
Appendix II – Financial Information of the Disposal Group. . . . . . . . . . . . . . . . . . .	57
Appendix III – Unaudited Pro Forma Financial Information of
the Remaining Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	64
Appendix IV – Management Discussion and Analysis of
the Remaining Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
Appendix V – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	87
Appendix VI – Procedures for Poll Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	98
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	99

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“Articles”

the articles of association of the Company

“Board”

the board of Directors

• “Business Day”

a day (except a Saturday or Sunday) on which banks are generally open for business in Hong Kong

“Company”

Hao Tian Development Group Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Completion”

completion of the sale and purchase of the Sale Shares

• “connected person(s)”

has the meaning ascribed to it in the Listing Rules

• “Consideration”

the aggregate of HK$80,000,000 for the Sale Shares

“Consideration Shares”

39,000,000 shares of HK$0.50 par value in the capital of the Purchaser to be allotted, credited as fully paid, and issued to the Company for part settlement of the Consideration in accordance with the terms of the Sale and Purchase Agreement

“Director(s)”

the director(s) of the Company

“Disposal”

the proposed disposal of the Sale Shares by the Company to the Purchaser in accordance with the terms and conditions of the Sale and Purchase Agreement

• “Disposal Group”

Winbox and its subsidiaries

• “EGM”

the extraordinary general meeting of the Company to be convened and held for the Independent Shareholders to consider and approve (among other things), if thought fit, the Disposal as contemplated under the Sale and Purchase Agreement

• “EGM Notice”

the notice convening the EGM which is set out on pages 99 to 100 of this circular

– 1 –

DEFINITIONS

• “Group”

• “Hong Kong”

• “Independent Board Committee”

• “Independent Financial Adviser”

• “Independent Shareholders”

• “Latest Practicable Date”

• “Listing Rules”

• “Ms. Choi”

• “PRC”

• “Purchaser”

• “Remaining Group”

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

• an independent board committee of the Company constituted to consider the terms of the Disposal, the Sale and Purchase Agreement and to advise and make recommendations to the Independent Shareholders as to how to vote at the EGM on the ordinary resolution regarding the Disposal. Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam Kwan Sing have been appointed by the Board to serve as members of the Independent Board Committee

• Pan Asia Corporate Finance Limited, a licensed corporation under the SFO to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities and the independent financial adviser appointed for the purpose of advising the Independent Board Committee and the Independent Shareholders as to the Disposal

• Shareholders other than any connected person with a material interest in the Disposal

• 18 February 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• The Rules Governing the Listing of Securities on the Stock Exchange

• Ms. Choi Hon Hing, a director of Winbox

the People’s Republic of China

• Goodwill International (Holdings) Limited, a company incorporated in Hong Kong with limited liability

the Group other than the Disposal Group after Completion

– 2 –

DEFINITIONS

“Sale and Purchase the sale and purchase agreement dated 16 December 2013 Agreement” between the Purchaser and the Company in relation to the sale and purchase of the Sale Shares “Sale Shares” 460 fully-paid ordinary shares with par value of US$1.00 each in the capital of Winbox, representing its entire issued shares “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended from time to time “Share(s)” ordinary share(s) of HK$0.05 each in the share capital of the Company “Shareholder(s)” person(s) whose name(s) appear on the register of members as registered holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Winbox” Winbox (BVI) Limited, a company established in the British Virgin Islands with limited liability and a directly wholly-owned subsidiary of the Company “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

Certain English translation of Chinese names or words in this circular are included for information only, and are not official English translations of such Chinese names or words.

– 3 –

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 4 –

LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

Executive Directors: Registered office: Mr. Xu Hai Ying Cricket Square Dr. Zhiliang Ou, JP (Australia) Hutchins Drive Mr. Fok Chi Tak P.O. Box 2681 Grand Cayman KY1-1111 Independent Non-executive Directors: Cayman Islands Mr. Chan Ming Sun Jonathan Mr. Ma Lin Head office and principal place Mr. Lam Kwan Sing of business: Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai Hong Kong 24 February 2014

To all Shareholders

Dear Sir or Madam,

(1) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF A WHOLLY-OWNED SUBSIDIARY AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 16 December 2013 in relation to, among others, the proposed Disposal of the Sale Shares, representing the entire issued share capital of Winbox upon Completion at an aggregate consideration of HK$80,000,000, to be settled partly in cash and partly by the issue of the Consideration Shares to the Company by the Purchaser, details of which are set out in the said announcement of the Company dated 16 December 2013.

– 5 –

LETTER FROM THE BOARD

The Disposal constitutes a very substantial disposal and a connected transaction of the Company under Chapter 14 and Chapter 14A of the Listing Rules. The Independent Board Committee has been constituted to consider the terms of the Disposal as contemplated under the Sale and Purchase Agreement and to advise and make recommendation to the Independent Shareholders as to how to vote at the EGM on the ordinary resolution regarding the Disposal as contemplated under the Sale and Purchase Agreement. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders on the fairness and reasonableness of the Disposal as contemplated under the Sale and Purchase Agreement.

The purpose of this circular is to provide you with, among other things, (i) further details of the Disposal; (ii) financial and other information of the Group; (iii) financial and other information of the Disposal Group; (iv) unaudited pro forma financial information of the Remaining Group; (v) the letter of recommendations from the Independent Board Committee to the Independent Shareholders; (vi) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (vii) the notice of the EGM.

THE SALE AND PURCHASE AGREEMENT

Date 16 December 2013 Parties Vendor: The Company Purchaser: Goodwill International (Holdings) Limited

Assets being disposed of

The Sale Shares which represent the entire issued share capital of Winbox.

Winbox is a directly wholly-owned subsidiary of the Company prior to Completion. Upon Completion, the Company will not hold any interest in the Disposal Group and the Disposal Group will cease to be subsidiaries of the Company and its financial results will cease to be consolidated into the Group’s results.

– 6 –

LETTER FROM THE BOARD

Conditions Precedent

Completion of the Disposal is subject to the satisfaction of the following conditions precedent:–

• (a) the passing of relevant resolution(s) by the Independent Shareholders at the general meeting of the Company to approve the Sale and Purchase Agreement and the transactions contemplated thereunder in accordance with the Listing Rules;

• (b) the Company and the Purchaser having obtained all necessary consents, approvals, waivers or authorisations in respect of the sale and purchase of the Sale Shares, the issue of Consideration Shares and the entering into and execution of the Sale and Purchase Agreement (including approval from the Purchaser’s shareholders at the general meeting of the Purchaser).

None of the above conditions is capable of waiver by the parties. If the above conditions precedent are not fulfilled by 31 March 2014, the Sale and Purchase Agreement (other than the continuing provisions specified under the Sale and Purchase Agreement) shall be terminated, and the respective obligations of the Company and the Purchaser under the Sale and Purchase Agreement shall terminate thereafter, save for any antecedent breaches.

Completion shall take place on or before the tenth Business Day (or such other date as the Purchaser and the Company may agree) after the conditions precedent set out in the Sale and Purchase Agreement have been fulfilled.

Consideration

The Consideration for the Disposal is HK$80,000,000, which shall be settlement partly in cash and partly by issue of the Consideration Shares in the following manner:–

• (a) HK$6,500,000 shall be payable in cash at Completion;

• (b) HK$6,500,000 shall be payable in cash on the first anniversary date of the Completion;

• (c) HK$67,000,000 shall be satisfied by issue of 39,000,000 shares in the Purchaser at the issue price of HK$1.7179 per share, being the Consideration Shares at Completion.

– 7 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser is a limited company incorporated in Hong Kong with authorized share capital of HK$300,000,000, divided into 600,000,000 shares of HK$0.50 each, among which, 478,154,853 shares are in issue as at the Latest Practicable Date. The Consideration Shares represent approximately 8.16% of the issued share capital of the Purchaser as at the Latest Practicable Date and approximately 7.54% of the enlarged issued share capital of the Purchaser upon issue and allotment of the Consideration Shares, assuming there is no further issue or repurchase of shares by the Purchaser prior to Completion. Once issued, the Consideration Shares shall rank pari passu in all respect of the then existing shares in issue of the Purchaser, except that the Company agreed to waive the right to receive dividend that may be declared by the Purchaser on or before 31 December 2014 arising from the accumulated distributable profits for the year ended 31 December 2013.

The Consideration was agreed after commercial and arm’s length negotiations between the Company and the Purchaser taking into account various factors including the net asset value of the Disposal Group amounting to approximately HK$75,400,000 as at 30 September 2013, the reasons for the Disposal as set out in the paragraph headed “Reason for, and Benefits, of the Disposal” and the historical and recent financial performance of Winbox. The Directors are of the view that the Consideration is fair and reasonable.

The issue price of the Consideration Shares was determined after commercial and arm’s length negotiations between the Company and the Purchaser taking into account various factors including earning per share of the Purchaser as at 31 December 2012 of approximately HK$0.095 per share, and the potential growth and prospects of the Purchaser.

INFORMATION ON THE PURCHASER

The Purchaser is a limited liability company incorporated under the laws of Hong Kong whose principal business activity is investment holding and its subsidiaries are principally engaged in the business of property investments and financial investments.

– 8 –

LETTER FROM THE BOARD

Set out below is a summary of the audited consolidated financial information of the Purchaser and it subsidiaries for the two years ended 31 December 2012:

	For the year ended	For the year ended
	31 December
	2012	2011
	HK$’000	HK$’000
	(Audited)	(Audited)
Turnover	34,069	23,562
Gross profit	5,642	4,307
Net profit (loss) before tax	45,401	(19,501)
Net profit (loss) after tax	45,401	(19,550)

Currently, the Purchaser is engaged in the following principal business activities: (i) strategic investments in a wide range of industries including technologies, natural resources and retail; and (ii) property investments in Hong Kong and the PRC, including luxury villas, family apartments, office complexes, shopping malls, golf courses and country clubs. The Purchaser is seeking the opportunity to form strategic alliance with reputable investment firms in Hong Kong and PRC in order to secure more investment opportunities in various sectors.

Based on the information available to the Directors, the Directors are confident of the Purchaser’s future prospects, in light of the track record of successful investments and future investment plan of the Purchaser.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Ms. Choi is one of the directors of Winbox and therefore a connected person of the Company under the Listing Rules. The Purchaser is owned as to 19.00% by her spouse and as to 26.67% by a company jointly owned by Ms. Choi and her spouse. As such the Purchaser is an associate of Ms. Choi, and therefore, the Purchaser is also a connected person of the Company under the Listing Rules.

– 9 –

LETTER FROM THE BOARD

INFORMATION ON THE COMPANY

The Company is an investment holding company. It is the corporate strategy of the Group to focus on the development of natural gas business and to expand its business gradually to various sectors of clean resources along with expansion of business coverage to other industries. The Group is also engaged in provision of loan financing services, trading of commodities and securities investments.

REASONS FOR, AND BENEFITS OF, THE DISPOSAL

While the Board is optimistic about the long term sales market in the packaging box business, it is expected that demand for packaging boxes for luxury consumer goods remains weak due to the slow recovery of the global consumption market. The Disposal allows the Company to streamline its business and is in line with the Company’s on-going transformation plan and long term development plan. The Company intends to use the net proceeds (after deducting relevant costs and expenses in connection with the Disposal) for general working capital purpose of the Group.

After completion of the Disposal, the Company will continue to develop its natural gas business. It is the current intention of the Group to commence construction and operation of about 8 liquefied natural gas fuelling stations in 2014, subject to the necessary governmental approvals having been obtained.

Apart from continued efforts in development of the natural gas business in the PRC, the Group is operating a stable and expanding business in money lending with accrual interest income amounting to approximately HK$35,000,000 for the period of 1 April 2013 to 31 March 2014. The money lending business is financed by banking facilities and internal resources. The management will look for opportunities to further expand the loan portfolio and customer base. The Group’s trading of commodities business generated a segment revenue of approximately HK$24,099,000 for the six months ended 30 September 2013 and is expected to contribute a stable income to the Group for the financial year ending 2014.

– 10 –

LETTER FROM THE BOARD

The Group has also started looking for opportunity to diversify its business and revenue streams. The Group has entered into a sale and purchase agreement for the acquisition of a parcel of land with a total area of 151,334 sq.m. located at Urumqi, the PRC. Upon completion of the acquisition and based on the current business plan of the Group, the land will be developed into a logistic center providing logistics and warehousing services.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Disposal and the settlement of the Consideration partly by the Consideration Shares are fair and reasonable and in the interests of the Group and the Shareholders of the Company as a whole.

INFORMATION ON THE DISPOSAL GROUP

Winbox is an investment holding company incorporated on 2 June 1993 with 460 fully-paid ordinary shares of US$1.00 each in issue. As at the Latest Practicable Date, Winbox is a directly wholly-owned subsidiary of the Company. As at the Latest Practicable Date, Winbox, through its subsidiaries, engaged in the manufacturing and sales of plastic boxes and paper boxes of luxury consumer goods.

Shareholding structure of the Disposal Group as at the Latest Practicable Date

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----- Start of picture text -----

Winbox (BVI) Limited
(BVI)
(Investment holding)
40% 40% 100% 100% 100% 100% 100% 100%
Corporation Limited(Hong Kong)Double Rich Richluck International(Hong Kong)Limited Grand Cast Limited(Hong Kong) Fairich Investment(Hong Kong)Limited Investments LimitedFirst Light (BVI) Holdings LimitedGolden Hope(Hong Kong) Winbox Company(Hong Kong)Limited Winpac Trading (Hong Kong)Co., Limited
100% 100% 100%
金保時塑膠製品 Winpac International 東莞永柏塑膠製品
（深圳）有限公司 Limited 有限公司
(PRC) (Hong Kong) (PRC)
100%
Winpac Europe Limited
(UK)
100% 100%
Dardel SAS Winpac SARL
(France) (France)
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– 11 –

LETTER FROM THE BOARD

Financial information of the Disposal Group

Set out below is a summary of the unaudited consolidated financial information of the Disposal Group for the two years ended 31 March 2013 prepared in accordance with the Hong Kong Financial Reporting Standards:

	For the year ended	31 March
	2013	2012
	HK$’000	HK$’000
	(unaudited)	(unaudited)
Net (loss) profit before tax	(2,451)	9,006
Net (loss) profit after tax	(4,654)	4,994
Net asset value	70,218	74,660

FINANCIAL IMPACT OF THE DISPOSAL

Based on the unaudited pro forma financial information of the Group as if the Disposal has been completed on 30 September 2013, the Group would realise a gain on the Disposal of approximately HK$17,757,000, representing the difference between the fair value of the Consideration of HK$79,202,000 which comprises (i) cash of HK$6,500,000; (ii) the fair value of cash receivable of HK$5,702,000; and (iii) the fair value of the Consideration Shares of HK$67,000,000 and the aggregate of the carrying amount of the Group’s interest in the net assets of the Disposal Group as at 30 September 2013, exchange reserve of recycled from equity to profit or loss upon the Disposal and all relevant expenses in relation to the Disposal. The actual gain on the Disposal is subject to the audited carrying value of the net assets of the Disposal Group as at the date of Completion.

The net cash proceeds from the Disposal, after deducting related expenses, are estimated to be approximately HK$13,000,000. The Company intends to apply such net cash proceeds as the Group’s general working capital.

Based on the unaudited pro forma financial information of the Remaining Group as set out in Appendix III to this circular, the Group’s total assets would decrease by approximately 1.7% from approximately HK$2,523 million to HK$2,481 million, and the Group’s total liabilities would decrease by approximately 57.3% from approximately HK$82 million to approximately HK$35 million. The Group’s net assets would increase by approximately 0.2% from approximately HK$2,441 million to HK$2,446 million and the Group’s cash and cash equivalents would decrease by approximately 2.9% from approximately HK$478million to HK$464 million assuming the Disposal had been completed on 30 September 2013.

– 12 –

LETTER FROM THE BOARD

IMPLICATIONS OF THE LISTING RULES

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 75%, the Disposal constitutes a very substantial disposal for the Company under Chapter 14 of the Listing Rules, and is therefore subject to the reporting, announcement and shareholders’ approval requirements under the Listing Rules.

As none of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the acquisition of the Consideration Shares exceeds 5%, the acquisition of the Consideration Shares does not constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

As at the Latest Practicable Date, Ms. Choi is one of the directors of Winbox and therefore a connected person of the Company under the Listing Rules. The Purchaser is owned as to 19.00% by her spouse and as to 26.67% by a company jointly owned by Ms. Choi and her spouse. As such the Purchaser is an associate of Ms. Choi, and therefore, the Purchaser is also a connected person of the Company under the Listing Rules. Accordingly, the Disposal also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, subject to reporting, announcement and the approval by the Independent Shareholders at a general meeting of the Company by poll under Chapter 14A of the Listing Rules. The acquisition of the Consideration Shares also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules, subject to reporting and announcement requirements, but exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

None of our Directors has a material interest in the transactions as contemplated under the Sale and Purchase Agreement, nor shall any of them abstains from voting on the board resolution.

The EGM will be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

To the best knowledge, information and belief of the Directors having made all reasonable enquires, Ms. Choi is deemed to be interested in 19,849,895 Shares in the Company. Ms. Choi and her associates will be required to abstain from voting on the resolution(s) to be proposed at the EGM to approve Sale and Purchase Agreement and the transactions contemplated thereunder.

– 13 –

LETTER FROM THE BOARD

As Completion is subject to the fulfillment of a number of conditions precedent, including, amongst others, the obtaining of the approval of the Independent Shareholders, hence the Disposal may or may not proceed. The Shareholders and potential investors should exercise caution when dealing in the Shares.

EGM

The EGM Notice is set out on pages 99 to 100 of this circular for the purpose of considering and, if thought fit, passing the resolution set out therein.

A form of proxy for the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjourned meeting (as the case may be) should you so wish. Pursuant to the Listing Rules, voting by poll is required for any resolution put to vote at the EGM.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39 of the Listing Rules and article 66 of the Articles, any votes of the Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

Details of procedures for conducting a poll are set out in the Appendix VI to this circular.

RECOMMENDATION

Your attention is drawn to (i) the “Letter from the Independent Board Committee” set out on pages 16 to 17 of this circular containing the recommendation from the Independent Board Committee to the Independent Shareholders regarding the Disposal; and (ii) the “Letter from the Independent Financial Adviser” set out on pages 18 to 39 of this circular containing the advice of the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders regarding the Disposal.

– 14 –

LETTER FROM THE BOARD

The Directors are of the opinion that the terms of the Sale and Purchase Agreement are on normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned. The Directors consider that the Sale and Purchase Agreement and the transaction contemplated thereunder are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that the Independent Shareholders vote in favour of the resolution to be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the Appendices to this circular.

By order of the Board Hao Tian Development Group Limited Fok Chi Tak Executive Director

– 15 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

24 February 2014

To the Independent Shareholders

Dear Sir or Madam,

(1) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION IN RELATION TO THE DISPOSAL OF A WHOLLY-OWNED SUBSIDIARY AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING

We refer to the circular dated 24 February 2014 issued by the Company to the Shareholders (the “ Circular ”) of which this letter forms part. Terms defined in the Circular shall have the same meaning when used in this letter, unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders on whether the terms of the Sale and Purchase Agreement and the transactions contemplated thereunder are on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Pan Asia Corporate Finance Limited has been appointed as independent financial adviser to advise us and the Independent Shareholders in this respect.

Your attention is drawn to the letter from the Independent Financial Adviser in the Circular containing the advice of the Independent Financial Adviser in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder.

– 16 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

RECOMMENDATION

We have considered the principal factors taken into account by the Independent Financial Adviser in arriving at its opinion in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder. We concur with the views of the Independent Financial Adviser that the Sale and Purchase Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Company and the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend that the Independent Shareholders vote in favour of the resolution in respect of the Sale and Purchase Agreement.

Yours faithfully,

For and on behalf of the Independent Board Committee of Hao Tian Development Group Limited Chan Ming Sun Jonathan Ma Lin Lam Kwan Sing Independent Independent Independent non-executive Director non-executive Director non-executive Director

– 17 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of advice to the Independent Board Committee and the Independent Shareholders in respect of the proposed very substantial disposal and connected transaction, which has been prepared for the purpose of inclusion in this Circular.

Pan Asia Corporate Finance Limited Unit 1504, 15th Floor, The Center 99 Queen’s Road Central Central, Hong Kong

24 February 2014

To: The Independent Board Committee and

the Independent Shareholders

Dear Sirs,

VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Disposal as contemplated under the Sale and Purchase Agreement. Details of the Disposal are set out in the Company’s announcement dated 16 December 2013 (the “ Announcement ”) and a letter from the Board (the “ Letter from the Board ”) contained in the Circular dated 24 February 2014 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. This letter contains our advice to the Independent Board Committee and the Independent Shareholders in respect of the Disposal. Unless otherwise stated, terms defined in the Circular have the same meanings in this letter.

According to the Announcement and the Letter from the Board, the Company and the Purchaser entered into the Sale and Purchase Agreement pursuant to which the Company conditionally agreed to sell, and the Purchaser conditionally agreed to purchase, the Sale Shares, representing the entire issued share capital of Winbox at an aggregate consideration of HK$80,000,000, to be settled partly in cash and partly by the Purchaser issuing the Consideration Shares to the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Disposal exceed 75%, the Disposal constitutes a very substantial disposal for the Company under Chapter 14 of the Listing Rules, and is therefore subject to the reporting, announcement and shareholders’ approval requirements set out in that Chapter. However, since none of the applicable percentage ratios under Rule 14.07 in respect of the acquisition of the Consideration Shares exceeds 5%, such acquisition does not amount to a discloseable transaction for the Company under Chapter 14.

The Disposal also constitutes a connected transaction of the Company as defined under Chapter 14A of the Listing Rules on the grounds that (i) Ms Choi has been one of Winbox’s directors, so she is a connected person of the Company under the Listing Rules; (ii) the Purchaser has been owned as to (a) 19% by Ms Choi’s spouse and (b) 26.67% by a company jointly owned by Ms Choi and her spouse; thus, the Purchaser is an associate of Ms Choi and, in turn, a connected person of the Company under the Listing Rules as well. Accordingly, the Disposal is subject to, among other things, the approval by Independent Shareholders at a general meeting of the Company.

Likewise, the Company’s acquisition of the Consideration Shares from the Purchaser constitutes a connected transaction of the Company under Chapter 14A, subject to the reporting and announcement requirements, but exempt from independent shareholders’ approval requirement, under that Chapter.

Rule 14A.21 of the Listing Rules requires that the Company establish an Independent Board Committee, which comprises the Company’s independent non-executive Directors without any material interest in the Disposal, namely, Mr Chan Ming Sun, Jonathan, Mr Ma Lin and Mr Lam Kwan Sing, to advise the Independent Shareholders on the terms of the Disposal as contemplated under the Sale and Purchase Agreement.

In our capacity as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, we are required by Rule 14A.22 of the Listing Rules to advise them on three specific issues, namely: (i) whether or not the terms of the Disposal are on normal commercial terms, in the ordinary and usual course of business, and are fair and reasonable as far as the Company and the Independent Shareholders are concerned; (ii) whether or not the terms of the Disposal are in the interests of the Company and the Shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the resolution to approve the Disposal and the transactions relating to them.

Rule 14A.18 of the Listing Rules provides that the Disposal is only approved after a majority of the Independent Shareholders present at the EGM have voted in favour of the resolution to approve the Disposal. As per Rule 14A.54, Ms Choi and her associates are not allowed to vote on the resolution to approve the Disposal.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion, we have reviewed, inter alia, the Announcement, the Sale and Purchase Agreement and minutes of the Company’s Board meetings as well as statements, information, opinions and representations provided to us by the management of the Company in relation to, among others, the financial condition of the Company, the Group, the Purchaser and Winbox. We have also (i) considered such other information, analyses and market data as we deemed relevant; and (ii) conducted discussions with the management of the Company regarding the terms of the Sale and Purchase Agreement, the businesses and the future outlook of the Group.

Based on the foregoing, we consider that we have taken all the reasonable steps, which are applicable to the Disposal, as referred to and required under Rule 13.80(2)(b) of the Listing Rules (including its annexed notes) in forming our opinion.

All Directors collectively and individually accept full responsibility for the purpose of providing information with regard to the Company in the Circular and, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters not contained in the Circular, the omission of which would make any statement herein or in the Circular misleading.

We consider that we have been provided with, and we have reviewed, all currently available information and documents which are available under present circumstances to enable us to reach an informed view regarding the terms of, and reasons for, the Disposal and to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinion. We have no reason to suspect that any material information has been withheld by the Directors or the management of the Company, or is misleading, untrue or inaccurate.

We have not, however, for the purpose of this exercise, conducted any independent detailed investigation, site-visit or audit into the businesses or affairs or future prospects of the Group. Our opinion is necessarily based on financial, economic, market and other conditions in effect, and the information made available to us, as at the date of the Circular, and we will not be held accountable for the completion or non-completion of the Disposal and the outcome and consequences (if any) of the completion of the Disposal, if at all.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Sale and Purchase Agreement, and, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Apart from the normal advisory fee payable to us in connection with our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders, no arrangement exists under which we shall receive any other fees or benefits from the Company. We are independent from the Company for the purposes of Rule 13.84 of the Listing Rules.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation, we have considered the following factors.

(A) Background of the Group

The Company was incorporated in the Cayman Islands on 30 September 2005 as an exempted company with limited liability under the Companies Law, Cap. 22 (Laws 3 of 1961, as consolidated and revised) of the Cayman Islands, and its shares have been listed on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) since June 2006.

The Company is an investment holding company and its subsidiaries are engaged in the sale of quality plastic and paper boxes for luxury consumer goods. In addition, the Group is focused on the development of natural gas business and the expansion of its business gradually to various sectors of clean resources along with expansion of business coverage to other industries. The Group is also engaged in provision of loan financing services, trading of commodities and securities investments.

(1) Performance for the year ended 31 March 2013

• (i) Summary of the Group’s financial performance for the two years ended 31 March 2013

Certain audited consolidated financial information of the Group was extracted from the Company’s annual reports for the two years ended 31 March 2013 and is summarised below.

	Year ended	Year ended
	31/03/2013	31/03/2012
	HK$’000	HK$’000
Revenue	112,513	140,218
Gross profit	22,108	35,311
Net profit (loss) before taxation	(133,292)	(345,021)
Net profit (loss) after taxation	(135,495)	(349,033)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following paragraphs contain a brief commentary on some of the Group’s main business activities for the year ended 31 March 2013.

(ii) Package box business

The Group’s packaging box business is divided into two divisions, namely: (i) France operation – Dardel S.A.S.; and (ii) China operation which includes a number of companies, namely, Winbox Company Limited, Dongguang Ever Green Plastic Manufacturing Company Limited, Winbox Plastic Manufacturing (Shenzhen) Company Limited and Winpac Trading Co., Limited. Apart from Winbox Plastic Manufacturing (Shenzhen) Company Limited, all of the companies in the China operation are members of the Disposal Group.

The economic downturn in the European market caused a drop in demand for plastic boxes and paper boxes of luxury consumer goods in the year under review. As a result, revenue from the packaging box segment declined by 19.8 per cent to HK$112.5 million as compared with last year’s (2012: HK$140.2 million). Gross profit margin was reduced to approximately 19.6 per cent (2012: 25.2 per cent) which was attributable to (i) a decline in order volume, (ii) increase in labour costs and (iii) continued appreciation of the Renminbi. Total gross profit decreased to approximately HK$22.1 million (2012: HK$35.3 million). Consequently, this segment recorded a loss of approximately HK$0.1 million when compared with a profit of approximately HK$7.8 million for the year ended 31 March 2012.

As set out in the Announcement and the Letter from the Board, the following is a summary of certain audited consolidated financial information of the Disposal Group for the two years ended 31 March 2013:

		Year ended	Year ended
		31/03/2013	31/03/2012
		HK$’000	HK$’000
Net profit	(loss) before tax	(2,451)	9,006
Net profit	(loss) after tax	(4,654)	4,994
Net asset	value	70,218	74,660

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(iii) Other business activities of the Group

Coal mining business and its related investment

During the year under review, the Group actively transformed its business from being principally engaged in the coal mining business to coal investment. On 30 May 2012, the Group completed the disposal of the entire equity interest in Wuhai City Menggang Industrial Development Co., Ltd. and its subsidiaries. Wuhai City Menggang Industrial Development Co., Ltd. indirectly held the entire interests in the coal mines and washing plants in Wuhai City.

On 22 February 2013, a resolution was passed at the extraordinary general meeting of the Company to approve the disposal of the entire equity interest of Champ Universe Limited, a wholly owned subsidiary of the Company, at a total consideration of HK$1,580,000,000. Champ Universe Limited held the entire interest of Baicheng Wenzhou coal mine. During the year under review, the production volume of Baicheng Wenzhou coal mine was approximately 226,633 tons, and the turnover from the sale of raw coal from discontinued operations was approximately RMB26,851,000 (approximately equivalent to HK$32,997,000).

Natural gas business

As the regional government of the Xinjiang Uygur Autonomous Region supports foreign enterprises’ investments in the exploration of the abundant natural gas resources within the region, the Group was actively exploring the natural gas businesses in Xinjiang.

During the year under review, the Group entered into a framework agreement with the Xinjiang Kuche County People’s Government, pursuant to which the parties agreed on the proposed construction of a liquefied natural gas project with projected annual capacity of 400,000 tons, and the construction of a sales network of about forty-eight liquefied natural gas stations in Southern Xinjiang. As at 31 March 2010, the Government of Xinjiang Uygur Autonomous Region approved the construction of a total of eight liquefied natural gas stations in Fukang City, Kuche County and Baicheng County.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As the Group’s natural gas business was still at the preliminary stage during the year under review, there was no revenue recorded during the year under review.

(2) Performance for the six months ended 30 September 2013

(a) Summary of the Group’s financial performance

The Group’s net profit for the six months ended 30 September 2013 increased to HK$7.7 million, from a loss of HK$85.6 million for the corresponding period last year. The increased profit was mainly attributable to (a) the gain realised from the disposal of the underground coal mine located at Baicheng County of Xinjiang Uygur Autonomous Region, the PRC; (b) income derived from money lending business; and (c) better results from the Group’s packaging box business.

During the period under review, the Group completed the disposal of the entire interest of a wholly-owned subsidiary of the Company which held the entire interest relating to a coal mine located at Baicheng County, at a total consideration of HK$1,580,000,000.

The following table summarises certain unaudited financial information from continuing operations extracted from the interim report of the Group for the six months ended 30 September 2013.

	Year ended	Year ended
	30/09/2013	30/09/2012
	HK$’000	HK$’000
Revenue	85,333	61,628
Gross profit	38,977	6,615
Net profit (loss) before taxation
from continuing operations	(70,606)	(73,661)
Net profit (loss) after taxation
from continuing operations	(77,195)	(73,833)

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Group’s main business activities for the six months ended 30 September 2013 are summarised as follows:

(b) Package box business

The slow recovery of the European economy caused only a slight increase in the demand for plastic boxes and paper boxes of luxury consumer goods for the six months ended 30 September 2013. Revenue from the packaging box segment in this period increased by 13.1 per cent to HK$69.7 million as compared with the same period last year (2012: HK$61.6 million). Gross profit margin increased to approximately 33.5 per cent (2012: 10.7%) which was mainly attributable to an increase in order volume in France. Total gross profit increased to approximately HK$23.3 million (2012: HK$6.6 million).

Net profit recorded was approximately HK$7.1 million (2012: a loss of HK$4.1 million) in the period under review. The increased profit was, however, partially offset by the increase in distribution and selling costs which amounted to approximately HK$3.1 million (2012: HK$1.3 million), representing an increase of approximately HK$1.8 million or 138.5 per cent as compared with the same period last year. Such increase was caused by higher transportation costs.

(c) Other business activities of the Group

Natural gas business

It was the Group’s intention to invest in the construction and development of a liquefied natural gas (“ LNG ”) processing plant in the Xinjiang Uygur Autonomous Region, PRC with a projected annual capacity of 400,000 tons, to be constructed in the Kuche Economic and Technology Development Zone, and the construction of LNG distribution pipeline network and sales network.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

During the period under review, the Group obtained approvals from local governments in the Xinjiang Uygur Autonomous Region, subject to the relevant land planning, safety and environmental protection requirements, to construct eight LNG fueling stations in the region, namely:

• four LNG fueling stations in Kuche County;

• one LNG fueling station in Fukang City; and

• three LNG fueling stations in Baicheng County.

On 18 September 2013, the Group entered into a 20-year gas supply agreement with the representative company of the Kuche County People’s Government for management of gas resources, in relation to the supply of industrial gas of not less than 600 million cubic meters every year commencing from January 2015 at the most favorable price obtained from Petrochina Limited.

Money lending business

During the period under review, the money lending business of the Group recorded revenue of HK$15.2 million and profit of HK$15.1 million. The interest income from the money lending segment was one of the major revenue streams contributing positively to the Group’s results during the period under review.

In September 2013, Hao Tian Finance Company Limited, which is a wholly-owned subsidiary of the Company and the holder of a money lender licence under the Money Lenders Ordinance, obtained a revolving loan facility of up to an aggregate of HK$450 million from a bank, which will be used solely to finance the Group’s money lending business.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(B) Information on the Purchaser

Incorporated in Hong Kong in 1972, the Purchaser was a substantial shareholder of a company listed on the Main Board of the Stock Exchange. Before 2000, this listed company was trading as Goodwill Investment (Holdings) Limited, and its name was changed to E2Capital (Holdings) Limited (“ E2 ”) in 2000. After the Purchaser sold all its E2 shares to CIAM Group, E2 was further renamed as CIAM Group Limited (stock code is 0378.HK). Through its shareholding in E2, the Purchaser operated as a financial services group with property development business on the one hand and securities and futures trading and provision of corporate finance advice and service on the other hand.

The Purchaser has an authorised share capital of HK$300,000,000, which is divided into 600,000,000 shares of HK$0.50 each. A total of 478,154,853 shares are in issue as at the Latest Practicable Date. The two largest shareholders of the Purchaser are Mr Fung Ka Pun (“ Mr Fung ”) and Bo Hing Limited (“ Bo Hing ”).

Mr Fung, who is Ms Choi’s spouse and the founder and chairman of the Purchaser, owns 19 per cent of its shares. Mr Fung has had over 30 years’ experience in Hong Kong’s financial services industry. He has also been appointed as an non-executive director of a number of companies listed on the Stock Exchange.

Bo Hing, on the other hand, is a company jointly held by Ms Choi and Mr Fung and owns 26.6 per cent of the Purchaser’s shares. The rest of the Purchaser’s shareholders consist of members of prominent families of Hong Kong and a reputable property developer in the PRC.

The Chief Executive Officer of the Purchaser is Mr Victor Fung, who is Mr Fung’s son. Before taking up his current position in the Purchaser, Mr Victor Fung worked as an accountant with one of the Big Four accountancy firms and as an investment analyst with an international investment bank.

The Purchaser’s current principal business activities include (i) strategic investments in a wide range of industries including technologies, natural resources and retail; and (ii) property investments in Hong Kong and the PRC, e.g., luxury villas, family apartments, office complexes, shopping malls, golf courses and country clubs.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to the Company, the Purchaser has had a track record of successful investments throughout the years. Some of the investments made by the Purchaser in recent years include the following.

Private equity investment:–

The Purchaser has invested US$0.5 million in a company which is a subscription-based music streaming and download service. Channels of use include website, mobile applications, bundled services with telecoms, ISP and social media channels with China Unicom, China Telecom and China Mobile as potential content provider.

Property investments:–

The Purchaser has invested approximately HK$156 million in properties since 2009 including a residential project and a luxury housing unit in Hong Kong and a luxury residential project in Xiamen. It also entered into development of a commercial, exhibition and residential complex in Shanghai.

Future projects:–

In 2013 the Purchaser established new business platforms such as:

• A joint venture with a reputable China investment firm that will potentially penetrate the US and Hong Kong/Macau/PRC market in the entertainment and the leisure lifestyle sector, which, in the Purchaser’s view, will experience significant growth in the next decade or so.

• A co-investment platform with two other reputable financial investment families in Hong Kong in order to secure more investment opportunities in various sectors in the future.

Moreover, the Purchaser has been looking into the possibility of investing a 100,000 square feet indoor family theme park and child education center in each of Hong Kong, Macau and the PRC.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Set out below is a summary of certain audited consolidated financial information of the Purchaser as extracted from its annual reports for the year ended 31 December 2012.

	Year ended	Year ended
	31/12/2012	31/12/2011
	HK$’000	HK$’000
Turnover	34,069	23,562
Gross profit	5,642	4,307
Net profit (loss) before taxation	45,401	(19,501)
Net profit (loss) after taxation	45,404	(19,550)

(C) Reasons and benefits of the Disposal

Based on our discussion with the management of the Company, we understand that before 2010, the Company specialised in producing delicate premium packaging boxes and that Winbox has been one of the Company’s wholly-owned subsidiaries for a long time. The Disposal, if approved by the Independent Shareholders, will result in the Group completely dissociating itself from Winbox.

Change in the Company’s name and business direction

After acquiring three coal mines in the PRC between January 2010 and June 2011, the Company started to branch out into coal mining and other related businesses and subsequently to clean energy. In an announcement dated 17 October 2013, the Company revealed that it had changed its name from Hao Tian Resources Group Limited to Hao Tian Development Group Limited with effect from 2 October 2013 to indicate a broadening of the scope of its business activities to include the resources and energy sectors.

According to the Directors, the change in the Company’s name would better reflect the current corporate strategy of the Company, which is to transform itself into a large comprehensive green resources investment group based in the Xinjiang Uyghur Autonomous Region in the PRC with a focus on oil and natural gas business together with an expanded business coverage to include logistics, property development and investment.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In our discussions with the Directors, we understand that they perceive a limited role for Winbox in the current set-up of the Group. According to the Directors, while Winbox’s business activities have been able to generate cash flow for the Company’s bottom line, the Company has changed its business focus from packaging to the resources and energy sectors. As a result, the management of the Company is not inclined to devote too much resources and time on Winbox’s activities when compared with the Group’s other business activities.

The Directors also make reference, as repeated in the Announcement and the Letter from the Board, to what they believe to be weak global demand for packaging boxes for luxury consumer goods due to the slow recovery in the luxury consumption market worldwide.

Selection of the Purchaser

According to the Directors, the Purchaser was the party which approached the Company with an offer to buy Winbox. In a meeting held on 18 September 2013, the Board authorised the Company’s management to conduct negotiations with the Purchaser on the possible sale of Winbox to the latter. After negotiating for a period of three months, the Company and the Purchaser reached agreement on the sale price and key terms of the Disposal on 9 December 2013. Having obtained clearance of the announcement of the transaction from the Stock Exchange, the Company and the Purchaser signed the Sale and Purchase Agreement on 16 December 2013. The Directors have confirmed to us that no alternative bids have been sought or received for the Sale Shares.

(D) Key terms of the Disposal

Details of the terms and conditions of the Disposal have been set out in the Letter from the Board which may be referred to.

Consideration for the Disposal

The total consideration for the Disposal is HK$80,000,000, which amount, as stated in the Announcement and the Letter from the Board, has been arrived at after arm’s length negotiations between the Company and the Purchaser having taken into account, among others, the net asset value of the Disposal Group of approximately HK$75,400,000 as at 30 September 2013.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As reported in the Announcement and the Letter from the Board, the Consideration shall be settled by the Purchaser in the following manner:

• HK$6.5 million shall be payable in cash at the date of Completion;

• HK$6.5 million shall be payable in cash on the first anniversary of the date of Completion; and

• The remaining HK$67 million shall be satisfied by the issue of 39 million of the Purchaser’s ordinary shares at the price of HK$1.7179 per share, being the value of the Consideration Shares at the date of Completion.

We further note that the Consideration Shares represent approximately 8.156 per cent of the issued share capital of the Purchaser as at the date of this Circular and approximately 7.541 per cent of the enlarged issued share capital of the Purchaser upon issue and allotment of the Consideration Shares, assuming there is no further issue or repurchase of shares by the Purchaser prior to the date of Completion.

Once issued, the Consideration Shares shall rank pari passu in all respects of the then existing shares in issue of the Purchaser, except that the Company agrees to waive the right to receive dividend that may be declared by the Purchaser on or before 31 December 2014 arising from the accumulated distributable profits for the year ended 31 December 2013.

(E) Financial impact of the Disposal

Based on the unaudited pro forma financial information of the Group as if the Disposal has been completed on 30 September 2013, the Directors estimate that the Group would realise a gain on the Disposal of approximately HK$17,757,000, representing the difference between the fair value of the Consideration of HK$79,202,000 which comprises (i) cash of HK$6,500,000; (ii) the fair value of cash receivable of HK$5,702,000; and (iii) the fair value of the Consideration Shares of HK$67,000,000 and the aggregate of the carrying amount of the Group’s interest in the net assets of the Disposal Group as at 30 September 2013, exchange reserve of recycled from equity to profit or loss upon the Disposal and all relevant expenses in relation to the Disposal. The actual gain on the Disposal is subject to the audited carrying value of the net assets of the Disposal Group as at the date of completion.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

After deducting related expenses, the net cash proceeds from the Disposal are estimated to be approximately HK$13,000,000. The Company intends to apply such net cash proceeds as the Group’s general working capital.

Based on the unaudited pro forma financial information of the Remaining Group as set out in Appendix III to this Circular, the Group’s total assets would decrease by approximately 1.7% from approximately HK$2,523 million to HK$2,481 million, and the Group’s total liabilities would decrease by approximately 57.3% from approximately HK$82 million to approximately HK$35 million. The Group’s net assets would increase by approximately 1.2% from approximately HK$2,441 million to HK$2,446 million and the Group’s cash and cash equivalents would decrease by approximately 2.9% million to HK$464 million assuming the Transaction had been completed on 30 September 2013.

OUR VIEW ON THE DISPOSAL

We set out our view on the Disposal in the following sections.

Uncertain prospects of the packaging business

In January 2013, Ernst and Young, which is one of the Big Four accountancy firms, released a report entitled Unwrapping the Packaging Industry – Seven Factors for Success (http://www. ey.com/Publication/vwLUAssets/Unwrapping_the_packaging_industry_%E2%80%93_seven_ factors_for_success/$FILE/EY_Unwrapping_the_packaging_industry_-_seven_success_factors. pdf). In the Introduction section of the report, Ernst and Young outlined in brief the difficulties facing the global packaging industry as follows:

The macroeconomic environment has been challenging for the packaging industry in recent years, given pressures on consumer spending and their exposure to fast moving consumer good (FMCG) producers. The combination of Eurozone economic uncertainty and raw material and energy price inflation has also had a negative impact on packaging producers. Growth in emerging markets has been both a threat and an opportunity …

The seven success factors in the packaging industry are the management of raw material inflation, the reduction of waste, effective capital expenditure, operational performance measurement, product and customer profitability management, innovation and global supply chain management.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In similar vein were the remarks made by the World Packaging Organisation (the “ WPO ”), which is an international federation of national and regional packaging institutes and associations and other interested corporations, in its study entitled Market Statistics and Future Trends in Global Packaging (http://www.worldpackaging.org/i4a/doclibrary/index.cfm?category_id=4). On page 3 of the study, the WPO described the uncertain prospects of the packaging industry in the following terms:

The health of the packaging industry in linked to that of the world economy as a whole. However, reliant upon upstream industries for their raw materials, packaging converters have to cope with fluctuations in raw material prices, dependent upon levels of supply and demand … Downward pressure on prices is being exerted by brand owners and retailers alike – exacerbated by moves towards consolidation at all levels of the supply chain. In addition, moves towards central purchasing by packaging buyers have also impacted upon packaging margins …

These pressures are very much to the fore in mature markets in western Europe, Japan and North America, and have led to in some instances to near zero growth in packaging consumption in the developed world … at the same time … the inherent risks of a high degree of exposure to emerging markets must be taken into account …

Operating in this fickle and harsh business environment, Winbox has not, as can be seen from pages 22 and 25 of the Circular, performed satisfactorily – its financial performance has been unstable and unpredictable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Winbox’s future under a cloud

In assessing Winbox’s future in the Group, it is in our view significant to note the following observations. To begin with, since the Company has already changed its name and business direction, it is bound to allocate most of its resources to what have now become its core business activities such as natural gas and clean energy. It follows from this that the packaging business will increasingly become a fringe business activity in the Group, and is unlikely to be allocated as much resources for its development as before.

In addition, as the packaging business does not play any role in the industry value chains of the resources and energy sectors, there is arguably limited synergy between Winbox and the current business focus of the Group. As a result, Winbox is unlikely to be able to add further value to the Group’s business activities and its contribution to the Group is therefore limited. Finally, Winbox’s financial performance, as noted earlier, has been unstable and unpredictable, and given the difficult business environment in which Winbox operates, see e.g., the 138.5 per cent increase in the distribution and selling costs for the six months ended 30 September 2013, which was referred to in page 25 of the Circular, we are doubtful if Winbox’s fortunes can be improved soon.

All things considered, we are satisfied that Winbox is unlike to play a significant role in the Group’s business focus going forward. We therefore share the Directors’ view, as reported in the Announcement and the Letter from the Board, that if the Disposal is approved by the Independent Shareholders, the Disposal will enable the Company to free up the resources otherwise devoted to Winbox and reallocate them to invest in other businesses which have higher growth potential and are in line with the Company’s new business direction. Moreover, the Disposal represents a good opportunity for the Group to realise its investment in Winbox at a reasonable price (see the next section with the sub-heading “Justification for the amount of the Consideration”).

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Justification for the amount of the Consideration

For the purpose of assessing the fairness and reasonableness of the Consideration, we have searched but have not been able to find an unlisted company in the same areas of business as the Purchaser which has provided its shares in part consideration for the acquisition of a company or services being disposed of by a listed company. In view of this, we have selected, on a best effort basis, eight existing listed companies, namely, Melbourne Enterprises Limited (#158) (“ Melbourne Enterprises ”), Gemini Investments Holdings Limited (#174) (“ Gemini Investments ”), Asia Orient Holdings Limited (#214) (“ Asia Orient ”), Safety Godown Company Limited (#237) (“ Safety Godown ”), Willie International Holdings Limited (#273) (“ Willie International ”), Tern Properties Company Limited (#277) (“ Tern Properties ”), ITC Corporation Limited (#372) (“ ITC ”) and Goldin Financial Holdings Limited (#530) (“ Goldin ”), which are considered to have been engaged in business activities similar to those of the Purchaser, namely, strategic investments in diversified industries and property investments in Hong Kong and the PRC (the “ Comparable Companies ”). It should, however, be noted that we have not been able to identify from our desktop research any comparable transactions similar to the Disposal.

Although the services, operations and prospects of the Comparable Companies differ between one another and are not the same as the Purchaser, we decided to select them for comparison with the Purchaser in an effort to give as fair and representative a comparison as we can find for the benefit of the Shareholders, notwithstanding that the Comparable Companies are listed whereas the Purchaser is not.

By way of elaboration, Melbourne Enterprises, through its subsidiaries, invests in Hong Kong’s properties. Gemini Investments’ subsidiaries invest in properties and securities while the parent company trades chemicals and metals. Asia Orient is a hotel operator, but it also, via its subsidiaries, invests in and trades properties. For its part, Safety Godown manages godowns and warehouses and invests in properties and trades securities through its subsidiaries at the same time. While Willie International has been exploring and developing natural resources, its subsidiaries have been investing in properties as well. Tern Properties, as the name suggests, is a property developer by trade but has also been engaged in securities investments. ITC, on the other hand, is a financial services provider but also invests in properties through certain of its subsidiaries. Finally, Goldin’s principal business activities include provision of factoring services as well as financial and property investments.

In relation to the comparison between the Purchaser and the Comparable Companies, it is worth pointing out that since the Purchaser is an unlisted company and its business operations and prospects may be viewed differently from that of the Comparable Companies and we have not conducted an in-depth investigation of the Comparable Companies, the findings below provide only a preliminary and basic reference for companies which are engaged in similar lines of business as the Purchaser.

– 35 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We compile our findings based on the closing prices of the shares of the Comparable Companies on 18 February 2014. The findings are summarised in the table below.

				Net Asset
		Earnings Per		Value Per
		Share as per		Share as
		latest	Price to	per latest	Price to
		audited	Earnings	audited	Book
Company	Stock Code	accounts	Ratio	accounts	Ratio
Melbourne Enterprises Limited	158.HK	$23.02	6	$227.353	1.62
Gemini Investments Holdings Limited	174.HK	$0.015	97	$1.106	0.76
Asia Orient Holdings Limited	214.HK	$1.91	1	$11.725	6.44
Safety Godown Company Limited	237.HK	$6.1	1.6	$21.34	2.14
Willie International Holdings Limited	273.HK	–	–	$13.56	2.19
Tern Property Company Limited	277.HK	$2.28	2.1	$10.686	1.07
ITC Corporation Limited	372.HK	$0.271	2	$3.077	5.7
Goldin Financial Holdings Limited	530.HK	$0.175	19.9	$1.114	0.05
Purchaser	N/A	$0.095	18	$0.2436	2.56

(Source: http://www.etnet.com.hk/www/tc/stocks/realtime/quote.php?code=174)

As can be seen from the above table, the price/earnings ratio (the “ PER ”) of the Comparable Companies ranges from 1 time to 97 times, with an average of approximately 18.5 times. The PERs of two of the Comparable Companies are above the average while the PERs of the other six Comparable Companies fall below such average with the median PER being approximately 2.1 times. The PER represented by the Consideration is 18 times which falls within the range between 1 time and 97 times and is lower than the average by approximately 0.5 time. It is, however, higher than the PERs of most of the Comparable Companies.

– 36 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

These findings, however, should be tempered with the following observations:

• The Purchaser’s unlisted status may introduce a degree of imprecision in the comparison of the Purchaser’s PER with that of the Comparable Companies.

• The Company is confident of the Purchaser’s prospects, and is prepared to accept a relatively higher range of PER in light of the experience and track record of the management team of the Purchaser.

• The Purchaser’s offer for the Sale Shares is the only bid that the Company has received; there have been no alternative proposals.

In light of the above, we consider justifiable for the Consideration to represent a relatively higher PER than that of most of the Comparable Companies. As a result, we are of the opinion that the Consideration is fair and reasonable in terms of the PER.

As regards the Comparable Companies’ price-to-book ratio (the “ PBR ”), they range from 0.05 time to 6.44 times with an average of approximately 2.5 times. The PBRs of two out of the eight Comparable Companies are above the average with the median PBR being approximately 1.88 times. The PBR represented by the Consideration for the Disposal is approximately 2.56 times which is higher than the PBRs of six of the Comparable Companies and the average by 0.06 time. It is also noted that most of the property projects of the Purchaser are recorded at costs less accumulated depreciation and shown as “interests in subsidiaries” in the books of the Purchaser. We are advised that such acquisitions were made on or after 2009 and due to the rise of property prices in China and Hong Kong in the last few years, the current value of the property portfolio may not reflect the current market value of these properties, and it seems that the book value of the Purchaser may be understated to a certain extent. Based on the above analysis, we regard the Consideration as fair and reasonable in terms of the PBR.

Having examined the Consideration in the round, we are of the view that the Consideration is acceptable and fair and reasonable so far as the Independent Shareholders are concerned.

Manner in which the Consideration is settled

Upon our inquiry, the Directors made representations to the effect that they agreed to the manner in which the Consideration is to be settled following commercial and arm’s length negotiations between the Company and the Board.

– 37 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Having taken cognizance of:

• the financial strength of Winbox including an estimated Net Asset Value of approximately HK$73.4 million as at 30 September 2013, the amount of cash balance in bank of approximately HK$19,670,000, and the tax liability of HK$2,100,000 which was due on 27 December 2013;

• the healthy financial position of the Purchaser represented by an investment of approximately HK$156 million in a property portfolio and a net profit of over HK$40 million for the year ended 31 December 2012; and

• the potential growth and prospects of the Purchaser,

the Company is satisfied that the Consideration should be settled by the Purchaser partly in cash and partly by the issue of the Consideration Shares.

As regards the issue price of the Consideration Shares, it has been decided by the Company and the Purchaser after commercial and arm’s length negotiations, taking into account various factors including the net asset value of the Disposal group as at 30 September 2013, the earnings/ net book value per share of the Purchaser as at 31 December 2012 of approximately HK$0.095 per share and HK$0.586 per share respectively, the property portfolio of the Purchaser and related projected revenue and projected profit and losses of the property portfolio for the next five years, and the Directors’ view of the Purchaser’s potential growth and prospects in the future.

We have obtained information from the Company which substantiate the assertions that its Directors have made above. Having reviewed the materials provided by the Company which included but not limited to unaudited management accounts of the Purchaser as at 30 September 2013, details of the Property Portfolio of the Purchaser with its related future revenue and earnings stream, audited accounts of the Purchaser for the years ended 31 December 2011 and 2012, shareholders and directors details of the Purchaser, we have come to the following view.

While it is a normal commercial term in an arm’s length negotiation that payment of the consideration is made in cash upon completion of the transaction, we are satisfied that after taking the Consideration as a whole and in context, bearing in mind that (i) the Consideration is a commercial decision which was arrived at after arm’s length negotiations between the Company and the Purchaser, which is a private company; (ii) Winbox’s financial position; and (iii) the growth prospects of the Purchaser, the arrangement for settling the Consideration for the Disposal partly by cash and partly by the issue of the Consideration Shares is, on balance, acceptable and is fair and reasonable and in the interests of the Company and the Shareholders.

– 38 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Other major terms

We have also reviewed the other major terms of the Sale and Purchase Agreement, such as “Conditions” and “Warranties”, and noted that the Sale and Purchase Agreement includes the standard and common terms of a contract entered into to effect sale and purchase of a business in Hong Kong. Since we have not come across any terms in the Sale and Purchase Agreement which are regarded as unusual, we consider the terms of the Disposal to be on normal commercial terms and are fair and reasonable insofar as the Independent Shareholders are concerned.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to and the Directors’ representations, we consider that the Disposal is in line with the Group’s strategy, and will enable the Group to cease its exposure to Winbox and to receive cash proceeds which can be used for general working capital, and fund the development of the Group’s other emerging and more promising business ventures which are in line with the Company’s new business direction.

Moreover, for the reasons set out in pages 32-39 of the Circular, we are, on balance, of the view that (i) the Sale and Purchase Agreement to effect the Disposal, whilst not in the ordinary and usual course of the Company’s business, is on normal commercial terms and that such terms (and the transactions contemplated under them) are fair and reasonable so far as Company and the Independent Shareholders are concerned; and that (ii) the entering into the Sale and Purchase Agreement is in the interests of the Company and the Independent Shareholders as a whole.

Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders, as well as the Independent Shareholders, to vote in favour of the relevant resolution to be proposed at the EGM to approve the Sale and Purchase Agreement (and the transactions contemplated under it).

Yours faithfully

For and on behalf of

Pan Asia Corporate Finance Limited Billy C. W. Cheung

Chairman

– 39 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP

The Company is required to set out in this circular the Group’s financial information for the last three financial years and an interim period with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited statement of financial position together with the notes on the annual financial statements for the last financial year for the Group.

The audited consolidated financial statements of the Group for the year ended 31 March 2013 has been set out in pages 38 to 151 of the annual report 2012/13 of the Company which was posted on 23 July 2013 on the Stock Exchange’s website (http://www.hkexnews.hk). Please see below link to the Company’s annual report 2012/13:

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0723/LTN20130723335.pdf

The audited consolidated financial statements of the Group for the year ended 31 March 2012 has been set out in pages 32 to 121 of the annual report 2011/12 of the Company which was posted on 18 July 2012 on the Stock Exchange’s website (http://www.hkexnews.hk). Please see below link to the Company’s annual report 2011/12:

http://www.hkexnews.hk/listedco/listconews/SEHK/2012/0718/LTN20120718174.pdf

The audited consolidated financial statements of the Group for the year ended 31 March 2011 has been set out in pages 37 to 125 of the annual report 2010/11 of the Company which was posted on 5 July 2011 on the Stock Exchange’s website (http://www.hkexnews.hk). Please see below link to the Company’s annual report 2010/11:

http://www.hkexnews.hk/listedco/listconews/SEHK/2011/0705/LTN20110705509.pdf

2. UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENT OF THE GROUP

The unaudited consolidated financial statements of the Group for the six months ended 30 September 2013 has been set out in pages 19 to 70 of the interim report 2013/14 of the Company which was posted on 10 December 2013 on the Stock Exchange’s website (http://www.hkexnews. hk). Please see below link to the Company’s interim report 2013/14:

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/1210/LTN20131210148.pdf

– 40 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. MANAGEMENT DISCUSSION AND ANALYSIS OF THE GROUP

Set out below is a summary of the management discussion and analysis of the performance of the Group for each of the three years ended 31 March 2011, 2012, 2013 and for the six months ended 30 September 2013 as extracted from the respective published audited and unaudited (as applicable) financial statements.

Business and financial review

Natural Gas Business

It is the corporate strategy of the Group to focus on the development of natural gas business and to expand its business gradually to various sectors of clean resources along with expansion of business coverage to other industries. It is the Group’s intention to invest in the construction and development of a liquefied natural gas (LNG) processing plant in the Xinjiang Uygur Autonomous Region, PRC with projected annual capacity of 400,000 tons, to be constructed in the Kuche Economic and Technology Development Zone, and the construction of LNG distribution pipeline network and sales network.

For the six months ended 30 September 2013, the Group has obtained approvals from the local governments in the Xinjiang Uygur Autonomous Region, subject to the land planning, safety and environmental protection requirements, to construct eight LNG fueling stations in the region, namely:–

• four LNG fueling stations in Kuche County;

• one LNG fueling station in Fukang City; and

• three LNG fueling stations in Baicheng County.

On 18 September 2013, the Group entered into a 20 years gas supply agreement with the company, which is set up by the Kuche County People’s Government for management of gas resources, in relation to the supply of industrial gas of not less than 600 million cubic meter every year commencing from January 2015 to the Group.

– 41 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Packaging Box Business

For the year ended 31 March 2011, as the global economic recovery drove demand for consumer goods and packaging boxes to increase. Accordingly, the Group’s packaging segment revenue during the year under review increased by approximately 25.8% to HK$122.1 million (2010: HK$97.0 million) as compared with the same period last year. Therefore, the gross profit margin only increased slightly to approximately 15.6% (2010: 11.7%). The overall gross profit increased to approximately HK$19.0 million (2010: HK$11.4 million). The segment loss significantly decreased by approximately 59.0% to HK$8.6 million (2010: HK$20.9 million).

For the year ended 31 March 2012, the global economic recovery drove demand for high-end consumer good’s plastic boxes and paper boxes. However, the Euro-zone debt crisis slowed the growth momentum in the second half of the year. Accordingly, the Group’s packaging segment revenue increased by 14.8% to HK$140.2 million (2011: HK$122.1 million) as compared with last year. The gross profit margin improved significantly to approximately 25.2% (2011: 15.6%) while the gross profits increased to approximately HK$35.3 million (2011: HK$19.0 million) as a result of increased product sales and tightened control on production cost. As such, the segment result was turnaround profitability where approximately HK$7.8 million was recorded when compared with a loss of approximately HK$8.6 million for the year ended 31 March 2011.

For the year ended 31 March 2013, as the economic downturn in European market caused a drop in demand for plastic boxes and paper boxes of luxury consumer goods, revenue from packaging boxes segment declined by 19.8% to HK$112.5 million (2012: HK$140.2 million) as compared with last year. Gross profit margin reduced to approximately 19.6% (2012: 25.2%) which was attributable to a decline in order volume, increase in labour costs and continued appreciation of Renminbi. Total gross profit decreased to approximately HK$22.1 million (2012: HK$35.3 million). As such, the segment result was a loss where approximately HK$0.1 million was recorded when compared with a profit of approximately HK$7.8 million for the year ended 31 March 2012.

During the six months ended 30 September 2013 under review, as the slow recovery of European economy caused a slight increase in demand for plastic boxes and paper boxes of luxury consumer goods, revenue from packaging boxes segment increased by 13.1% to HK$69.7 million (2012: HK$61.6 million) as compared with the same period last year. Gross profit margin increased to approximately 33.5% (2012: 10.7%) which was mainly attributable to an increase in order volume in the France market. Total gross profit increased to approximately HK$23.3 million (2012: HK$6.6 million). As such, the segment result was a profit where approximately HK$7.1 million was recorded when compared with a loss of approximately HK$4.1 million for the six months ended 30 September 2012.

– 42 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Money Lending Business

During the six months ended 30 September 2013 under review, the money lending business of the Group recorded revenue of HK$15.2 million (2012: Nil) and profit of HK$15.1 million (2012: Nil). The interest income from the money lending segment is one of our major revenue streams contributed positively to the Group’s results during the period under review. In September 2013, Hao Tian Finance Company Limited (“ Hao Tian Finance ”), a wholly-owned subsidiary of the Company and a money lender licenced in Hong Kong under the provisions of the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong), obtained a revolving loan facility of up to an aggregate of HK$450 million from a bank, which will be used solely to finance the Group’s money lending business. Our management will further expand the loan portfolio and customer base of its money lending business.

Trading of Commodities Business

Given the robust demand of commodities on the recovery of the global economy, we entered into the trading of commodities and the related products such as raw plastic materials. During the six months ended 30 September 2013 under review, revenue from trading business segment was HK$0.5 million (2012: Nil). Looking forward, our management will continue to look for trading opportunities in other commodities and the related products.

Other Income

For the year ended 31 March 2011, a total net income of approximately HK$0.9 million was recorded. The income was mainly attributable to the interest earned on bank deposits and sundry income.

For the year ended 31 March 2012, the Group recorded a total income from continuing operations of approximately HK$2.6 million (2011: HK$0.9 million), representing an increase of approximately HK$1.7 million compared to last year. The increase was mainly attributable to interest earned on bank deposits and sundry income.

For the year ended 31 March 2013, the Group recorded a total other income from continuing operations of approximately HK$4.4 million (2012: HK$2.6 million), representing an increase of approximately HK$1.7 million or 65.3% as compared to last year. The income was mainly attributable to the interest income earned from Hao Tian Finance.

– 43 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the six months ended 30 September 2013 under review, the Group recorded a total income from continuing operations of approximately HK$3.2 million (for the six months ended 30 September 2012: HK$0.6 million), representing an increase of approximately HK$2.6 million compared to last period. The income was mainly attributable to (i) interest earned on bank deposits; (ii) interest earned on listed available-for-sale investments and (iii) sundry income.

Other Gain and Loss

For the year ended 31 March 2011, the Group recorded a total net loss of approximately HK$1.6 million. The loss was mainly attributable to net foreign exchange loss.

For the year ended 31 March 2012, the Group recorded a total net loss from continuing operations of approximately HK$248.5 million (2011: HK$1.6 million). The loss was mainly attributable to fair value loss on derivative financial instruments.

For the year ended 31 March 2013, the Group recorded a total net other loss from continuing operations of approximately HK$71.9 million (2012: HK$248.5 million). The loss was mainly attributable to (i) fair value loss on secured notes, (ii) fair value loss on financial assets at fair value through profit or loss, and (iii) impairment loss on available-for-sale investments.

For the six months ended 30 September 2013 under review, the Group recorded a total loss from continuing operations of approximately HK$55.0 million (for the six months ended 30 September 2012: HK$42.9 million), representing an increase of approximately HK$12.1 million compared to last period. The increase was mainly attributable to impairment loss recognised in respect of available-for-sale investments.

Distribution and Selling Costs

For the year ended 31 March 2011, the Group’s distribution and selling costs were approximately HK$4.2 million (2010: HK$2.3 million), representing an increase of approximately HK$1.9 million or 78.7% as compared with the year ended 31 March 2010. The distribution and selling costs as a percentage of turnover was approximately 3.4% (2010: 2.4%) for the year ended 31 March 2011. The increase was mainly attributable to the plant moved to Dongguan from Shenzhen in the first half of the year and making the transportation cost slightly higher than before.

– 44 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the year ended 31 March 2012, distribution and selling costs from continuing operations were approximately HK$3.4 million (2011: HK$4.2 million), representing a decrease of approximately HK$0.8 million or 19.0% as compared to last year. The decrease was due to the reduction in transportation cost as the packing box plant has been moved to Dongguan in 2010.

For the year ended 31 March 2013, distribution and selling costs from continuing operations were approximately HK$2.3 million (2012: HK$3.4 million), representing a decrease of approximately HK$1.1 million or 32.2% as compared with last year. The decrease was due to the reduction in transportation cost from packing box business.

For the six months ended 30 September 2013 under review, distribution and selling costs from continuing operations were approximately HK$3.1 million (for the six months ended 30 September 2012: HK$1.3 million), representing an increase of approximately HK$1.8 million compared with the same period last year. The increase was mainly attributable to increased sales volume from Europe market.

Administrative Expenses

For the year ended 31 March 2011, the Group’s administrative expenses were approximately HK$63.0 million (2010: HK$27.5 million), representing a substantial increase of approximately HK$50.5 million or 183.3% as compared with the same period in 2010. The increase as mainly attributable to: (i) a full year’s administrative expenses being recognised in Wuhai City Menggang Industrial Development Co., Ltd. and its subsidiaries (“ Menggang Group ”) (2010: two months’ administrative expenses were recognised); (ii) the non-cash share based payments expenses arising from the amortization of a total 92,900,000 newly granted share options to eligible participants by the Company as disclosed in the announcement dated 1 April 2010, 1 September 2010 and 27 September 2010 during the year; (iii) the increase in directors’ remuneration and staff costs; and (iv) the increase in rental expenses in Hong Kong, litigation expense and land use tax in the PRC.

For the year ended 31 March 2012, administrative expenses from continuing operations were approximately HK$73.3 million (2011: HK$63.0 million), representing an increase of approximately HK$10.3 million or 16.3% as compared with last year. The increase was mainly due to (i) non-cash share based payment expenses arising from the amortisation of the granted share options to eligible participants by the Company; and (ii) the inclusion of administrative expense from the Venture Path Limited and its subsidiaries (“ Venture Path Group ”), the acquisition of which was completed on 15 June 2011.

– 45 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

For the year ended 31 March 2013, administrative expenses from continuing operations were approximately HK$79.7 million (2012: HK$73.3 million), representing an increase of approximately HK$6.4 million or 8.8% as compared with last year. The increase was mainly due to (i) increase in rental expense in Hong Kong; (ii) increase in staff costs; and (iii) project expenses incurred for business operations.

For the six months ended 30 September 2013, administrative expenses from continuing operations were approximately HK$48.6 million (2012: HK$35.4 million), representing an increase of approximately HK$13.2 million or 37.3% as compared with the same period last year. The increase was mainly due to increase in the staff costs related to increased headcount, business development expenses and legal and professional fee incurred for business operations.

Other Expenses

For the year ended 31 March 2012, other expenses from continuing operations were approximately HK$8.8 million (2011: Nil) which represented legal and professional costs incurred for the acquisition of assets through purchase of subsidiaries and the disposal of Menggang Group as well as the wages, depreciation expense, consumables and other direct attributable costs incurred during the suspension period of the operation of the mines in Wuhai.

For the year ended 31 March 2013, other expenses from continuing operations were approximately HK$4.6 million (2012: HK$8.8 million) which represented the legal and professional costs incurred for (i) the acquisition of Venture Path Group; (ii) the disposal of Mengang Group; and (iii) the proposed disposal of Champ Universe Limited and its subsidiaries (“ Champ Universe Group ”).

For the six months ended 30 September 2013 under review, there were no other expenses incurred from continuing operations.

Finance Costs

For the year ended 31 March 2011, the Group’s finance costs amounted to approximately HK$31.0 million (2010: HK$6.9 million). The increase was mainly due to the recognition of a full year’s imputed interest expenses on the liability component of the convertible notes issued by the Company on 25 January 2010 for the acquisitions of the mines in Wuhui (2010: only two months’ imputed interests were recognised). This imputed interest expense has no impact on the cash flow positions of the Group.

– 46 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

For the year ended 31 March 2012, finance costs from continuing operations were approximately HK$49.0 million (2011: HK$30.5 million), which were mainly attributable to the recognition of imputed interest expenses on the liability component of the convertible notes.

For the year ended 31 March 2013, finance costs from continuing operations were approximately HK$1.3 million (2012: HK$49.0 million), representing a substantial decrease of approximately HK$47.7 million or 97.4% as compared with last year. The decrease was mainly due to the incurrence of interest expenses of convertible notes issued by the Company, which were redeemed in full during the year ended 31 March 2013.

The finance costs were approximately HK$6.1 million (2012: HK$1.3 million) in the period under review, representing an increase of approximately HK$4.8 million or 369.2% as compared with the same period last year. The increase was mainly made up of interest incurred from the notes in the aggregate principal amount of US$40,000,000 and banking facility of US$40,000,000, which was used to redeem the said notes in full on 28 June 2013.

Taxation

For the year ended 31 March 2011, the Group’s income tax expenses was approximately HK$0.4 million (2010: HK$1.4 million), representing the result of income tax expenses approximately HK$0.38 million from Hong Kong, the PRC and France and the credit adjustment of deferred tax approximately HK$0.3 million arising from the amortization of prepaid lease payment and mining rights in accordance with the tax regulations in the PRC during the year.

For the year ended 31 March 2012, the Group’s income tax expense from continuing operations of approximately HK$4.0 million (2011: HK$0.4 million) representing the result of income tax expense from Hong Kong of approximately HK$2.0 million and other jurisdiction of approximately HK$2.0 million.

For the year ended 31 March 2013, the Group’s income tax expense from continuing operations of approximately HK$2.2 million (2012: HK$4.0 million) representing a decrease of approximately HK$1.8 million or 45.1% as compared with last year. The decrease was mainly due to the reduction of income tax expense from other jurisdictions and Hong Kong.

For the six months ended 30 September 2013, income tax expenses from packaging box business were approximately HK$6.6 million (2012: HK$0.2 million). The increase was mainly due to (i) the increase of income tax from other jurisdiction and (ii) the underprovision of income tax in the previous years in Hong Kong.

– 47 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

(Loss)/Profit Attributable to Owners

For the year ended 31 March 2011, the Group recorded a loss of approximately HK$96.6 million (2010: loss of approximately HK$469.4 million), mainly due to no further impairment loss on goodwill was recognised for the year ended 31 March 2011 (2010: an approximately HK$421.7 million one-off impairment loss on goodwill arising from the acquisitions of mines in Wuhai). The basic and diluted loss per share was approximately HK4.8 cents (2010: HK74.7 cents).

For the year ended 31 March 2012, the Group recorded a loss of approximately HK$378.5 million (2011: HK$96.6 million). The basic and diluted loss per share was approximately HK12.98 cents (2011: HK4.8 cents). The increase was mainly due to the loss recognised on loss on redemption of convertible note/re-measurement of liability component of convertible notes.

For the year ended 31 March 2013, the Group recorded a loss from continuing operations of approximately HK$135.5 million (2012: HK$349.0 million), while a net loss from discontinued operations of approximately HK$83.8 million (2012: HK$29.4 million). As a result, the total net loss from continuing operations and discontinued operations attributable to the shareholders for the year ended 31 March 2013 was approximately HK$219.3 million (2012: HK$378.5 million). The basic and diluted loss per share from continuing and discontinued operations was approximately HK5.58 cents (2012: HK12.98 cents).

For the six months ended 30 September 2013, the Group recorded a loss from continuing operations of approximately HK$77.2 million (2012: HK$73.8 million), while a profit from discontinued operations amounted to approximately HK$84.9 million (2012: a loss of HK$11.8 million). As a result, the total net profit from continuing operations and discontinued operations attributable to the shareholders for the six months ended 30 September 2013 was approximately HK$7.7 million (2012: a loss of HK$85.6 million). The basic and diluted profit per share from continuing operations and discontinuing operations were approximately HK0.19 cents (2012: a loss of HK2.18 cents).

– 48 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Liquidity, Capital Structure and Financial Resources

Set out below is a summary of the audited financial statements of the Group for each of the three years ended 31 March 2011, 2012, 2013 and unaudited financial statement for the six months ended 30 September 2013.

	As at	As at	As at	As at
	31 March	31 March	31 March	30 September
	2011	2012	2013	2013
Total assets	2,744,900	4,314,591	2,689,216	2,522,771
Current Assets	111,451	2,603,747	2,221,412	829,875
Current liabilities	48,780	1,571,355	240,792	80,481
Working capital	62,671	1,032,392	1,980,620	749,394
Gearing ratio	7.9%	14.8%	4.6%	N/A

The Group funds its operations from a combination of internal resources, equity fund raising, financial instruments and bank and other borrowings.

As at 31 March 2011, the Group had cash and cash equivalents of approximately HK$48.7 million (2010: HK$302.7 million). The Group’s working capital decreased to approximately HK$62.7 million (2010: HK$235.5 million), mainly due to capital expenditure for the construction of Tianyu Coal washing plant, civil and earthwork for Mine No. 4 and technical improvement of the Group’s Mine No. 1 in Wuhai of the PRC. Current ratio (a ratio of total current assets to total current liabilities) decreased by approximately 4.2% to 2.3 times (2010: 2.4 times). Gearing ratio (a ratio of total borrowings to total assets other than goodwill) as at 31 March 2011 was approximately 7.9% (2010: 15.1%), such decrease was mainly due to part of the convertible notes issued were converted and the repayment of bank loan during the year.

As at 31 March 2012, the Group had cash and cash equivalents of approximately HK$44.0 million (2011: HK$48.7 million). The Group’s net current assets increased to approximately HK$1,032.4 million (2011: HK$62.7 million). Such increase was mainly due to the non-current assets of Menggang Group were classified as current assets as held for sale. Gearing ratio (a ratio of total borrowings to total assets) as at 31 March 2012 was approximately 14.8% (2011: 7.9%), such increase was mainly due to the new convertible bond issued on 15 June 2011 and the re-measurement of liability components of the convertible notes in reason of the Group will settle the entire outstanding amount of convertible notes by proceeds obtained from the disposal of the Menggang Group.

– 49 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

As at 31 March 2013, the Group had cash and cash equivalents of approximately HK$283.2 million (2012: HK$44.0 million). The Group’s working capital increased to approximately HK$1,980.6 million (2012: HK$1,032.4 million). Such increase was mainly due to the non-current assets of Champ Universe Group being classified as current assets as held for sale. Gearing ratio (a ratio of total borrowings to total assets) as at 31 March 2013 was approximately 4.6% (2012: 14.8%), such decrease was mainly due to the full redemption of the convertible notes issued by the Company during the year ended 31 March 2013.

As at 30 September 2013, the Group had cash and cash equivalents amounted to HK$477.9 million (31 March 2013: HK$283.2 million). The Group’s working capital decreased to approximately HK$749.4 million (31 March 2013: HK$1,980.6 million). Such decrease was mainly resulted from the reclassification of assets classified as held for sale to available-for-sale investment and financial assets designated at fair value through profit or loss which classified as non-currents asset during the period under review.

Borrowings

On 6 May 2013, the Company entered into a facility agreement with a bank, pursuant to which, the bank would make available to the Company with a term loan facility of up to an aggregate of US$40,000,000 with a final maturity date falling three months after the facility is utilised (the “ Facility ”). The Facility borne interest at the rate of 4.50% per annum and an up-front fee calculated at 1% of the amount being drawn down.

The Facility had been fully drawn down on 8 May 2013 and the proceeds were fully utilised to redeem the then outstanding notes with principal amount of US$40,000,000 issued to Cheer Hope Holdings Limited, a wholly-owned subsidiary of CCBI Investments Limited.

At 30 September 2013, the Group had no outstanding bank borrowing (31 March 2013: HK$122.6 million). On 26 September 2013, the Group obtained a HK$450 million banking facility from a bank to develop money lending business. Of the total banking facility, an initial commitment of HK$200 million has been approved by the bank and the remaining HK$250 million is subject to the bank’s further approval after submission of request by the Group. The banking facility is secured by certain of the Group’s assets, including the Group’s available-for-sale investments of HK$183,750,000, the entire issued share capital of Hao Tian Finance and its immediate holding company, Guo Guang Limited, certain bank accounts of Hao Tian Finance and a yacht of the Group. As at 30 September 2013, the Group did not draw any borrowing in respect to this banking facility.

Save as disclosed above, there was no other borrowing.

– 50 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Pledged Assets

As at 31 March 2011, the Group had pledged its leasehold land and buildings with carrying value of approximately HK$3.0 million (31 March 2010: HK$3.1 million) to secure the unutilised general banking facilities granted to the Group and no other assets pledged at the day of reporting (31 March 2010: The Group had pledged its leasehold land and buildings with carrying values of approximately HK$12.6 million with a deposit placed with the third party amounted to RMB2.0 million (equivalent to approximately HK$2.3 million) to secure the outstanding bank borrowing).

As at 31 March 2012, the Group had pledged its leasehold land and buildings with carrying value of approximately HK$2.9 million (2011: HK$3.0 million) to secure the unutilised general banking facilities granted to the Group and no other assets pledged at the date of reporting.

In addition, the Group had pledged its bank deposits of HK$5.7 million as deposit for land disturbance and environmental rehabilitation as required by the Xinjiang Uygur Autonomous Region Finance Department and Land Resource Department.

As at 30 September 2013, the Group had pledged its debenture or charges created over assets and shares of Hao Tian Finance and its immediate holding company as well as securities for revolving loan facility of up to an aggregate of HK$450 million.

In addition, the Group obtained HK$45 million banking facilities are secured by deposits of HK$10 million and the Group did not draw any borrowing in respect to the banking facilities.

Save as disclosed as above, the Group had no other pledged assets.

Capital Commitment and Contingent Liabilities

As at 31 March 2011, there was capital commitment of approximately HK$130.3 million (31 March 2010: HK$108.3 million) and HK$167.3 million (31 March 2010: HK$407.8 million) in respect of addition of property, plant and equipment contracted for but not provided in the consolidated financial statements and authorised but not contracted for, respectively.

– 51 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

As at 31 March 2012, there were capital commitments of approximately HK$89.6 million (2011: HK$130.3 million) and HK$189.0 million (2011: HK$167.3 million) in respect of addition of property, plant and equipment contracted for but not provided in the consolidated financial statements and authorised but not contracted for, respectively.

As at 31 March 2013, there were capital commitments of approximately HK$5.1 million (2012: HK$89.6 million) and HK$1,174.7 million (2012: HK$189.0 million) in respect of addition of property, plant and equipment contracted for but not provided in the consolidated financial statements and authorized but not contracted for, respectively.

As at 30 September 2013, the Group had capital commitment amounted to HK$150.0 million (31 March 2013: HK$1,174.7 million), which represented the remaining balance of the purchase price payable by the Group for the acquisition of a land use right of approximately 151,334 sq.m. situated in the Urumqi, the Xinjiang Uygur Autonomous Region. The Group will finance the purchase price by its internal resources and banking facilities.

The Group had no other material contingent liability as at the close of business on 30 September 2013.

Exposure to Fluctuations in Exchange Rates

The Group’s sales are denominated mainly in Hong Kong dollars (“ HKD ”), United States dollars (“ USD ”), Euro (“ EUR ”) and Renminbi (“ RMB ”). The Group’s purchases and expenses are mostly denominated in HKD and RMB, and some in EUR and USD. The Group has certain foreign currency bank balances, investments held for trading, available-for-sale investments and investment in foreign operations, which are exposed to foreign currency exchange risk. The Group currently does not have a foreign currency hedging policy. However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arises.

Employee Information

The Group had a total number of employees of approximately 1,650 as at 31 March 2011, 1,200 as at 31 March 2012, 1,100 as at 31 March 2013 and 1,100 employees as at 30 September 2013, respectively in the PRC, Hong Kong and France. The Group provides a mandatory provident fund scheme for its employees in Hong Kong and the statemanaged retirement benefit schemes for its employees in the PRC and France. The Group’s remuneration policies are formulated according to market practices, experiences, skills and performance of individual employee and will be reviewed annually.

– 52 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Group has also adopted a share option scheme and a share award scheme. The summary of the share option scheme of the Group was set out in the published annual reports.

Purchase, Sales or Redemption of Securities

Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities during the year ended 31 March 2011, 2012, 2013 and six months ended 30 September 2013.

Significant Investment, Materials Acquisitions and Disposals

On 7 June 2013, the Group acquired a convertible bond with principal amount of HK$90 million issued by Mascotte Holdings Limited (a company listed on the main board of the Stock Exchange with stock code 136, “ Mascotte ”) from an independent third party at a consideration of HK$90 million. The bond is denominated in HK$ and will mature on 14 July 2014. Subsequently, on 17 June 2013, the bond was fully converted into 1,000,000,000 ordinary shares in Mascotte at the conversion price of HK$0.09 per share. The market value of such investment was HK$111 million as at 30 September 2013.

On 27 June 2013, a wholly-owned subsidiary of the Company entered into a sale and purchase agreement with Sunshine Zhong Xing Capital Holdings Limited (formerly known as Wealth Express Global Holdings Limited), a connected person within the meaning of Listing Rules, to acquire a land use right of approximately 151,334 sq.m. situated in the Urumqi, the Xinjiang Uygur Autonomous Region, which is proposed to be used for logistics and warehousing development purpose. The total consideration is in the sum of not more than HK$300 million, subject to downward adjustments. A refundable deposit of HK$150 million was paid on 24 December 2012.

On 28 June 2013, the Group completed the disposal of the entire interest in Champ Universe Limited, which was a wholly-owned subsidiary of the Company holding the entire interest of coal mine located at Baicheng County, to Up Energy Mining Limited, an independent third party at a consideration of HK$1,580,000,000.

On 22 July 2013, the Group acquired 45,000,000 ordinary shares of HK$0.10 each in the share capital of HEC Capital Limited (“ HEC ”), representing approximately 5.04% of the issued shares of HEC, at a cash consideration of HK$270 million from an independent third party. HEC is an investment holding company incorporated in the Cayman Islands with limited liability whose subsidiaries are principally engaged in property investment, investment advisory and financial services, investment in securities trading and money lending.

– 53 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as disclosed above, the Group has no other significant investment, material acquisition and disposal at the reporting date.

Business prospect

The development of clean energy is not only the direction of global energy development but also an important energy development strategy for China. The restructuring of energy consumption in China has proceeded to a critical stage. The development of clean energy such as natural gas has become an inevitable choice for the development of lowcarbon economy of China in response to the demand of energy security and mitigation of global climate change.

In recent years, along with the energy and economic development direction of the Chinese government, the Xinjiang regional government supports foreign enterprises’ investments in the exploration of the abundant natural gas resources within its region. The Group has adopted a corporate strategy that is in line with both national and regional supportive policy and shifted its business focus from the mining industry into the oil and gas industry.

The Group will continue to implement its current business plan to construct a liquefied natural gas processing plant with projected annual processing capacity of 400,000 tons and a sales network comprising about forty-eight liquefied natural gas fueling stations. During the period under review, the Group has secured a long term gas supply contract and obtained the governmental approvals to construct eight liquefied natural gas fueling stations.

In line with the long term development plan of the Group in Xinjiang, the Group entered into a conditionally sale and purchase agreement for the acquisition of a land use right located in Urumqi with a site of approximately 151,334 sq.m. designated for logistics and warehousing development purpose, with the aim of becoming a service provider of logistics and warehousing services to enterprises in Xinjiang in the foreseeable future.

To diversify its business revenue, the Group has expanded its money lending business, which is expected to provide a stable revenue stream to the Group.

Looking forward, the Group will continue to explore the natural gas business in Xinjiang by leveraging on its experience and resources advantages, coupled with national policy of encouraging the development of clean energy. The Group is also aimed at developing into and becoming a large comprehensive clean energy investment group based in Xinjiang along with expansion of business coverage to other industries such as logistic, property investment and provision of financing.

– 54 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Working capital

The Directors are of the opinion that, after taking into account the present internal financial resources, credit facilities available, and the proceeds from the Disposal, the Group has sufficient working capital to satisfy its requirements for at least the next 12 months from the date of publication of this circular in the absence of unforeseen circumstances.

Indebtedness

As at 31 December 2013, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had outstanding indebtedness as follows:

Borrowings

• i. The Group had outstanding loans with principal amounts of HK$15.0 million due to a bank. The borrowings were secured by a bank deposit of HK$10.0 million, unguaranteed, bore interest at Hong Kong Interbank Offered Rate (“ HIBOR ”) plus 5.0% per annum and were repayable in Year 2014;

• ii. The Group had outstanding loan with principal amount of HK$5.0 million due to a bank. The borrowing was secured by a bank deposit of HK$10.0 million, unguaranteed, bore interest at Prime Rate plus 1.0% per annum and was repayable on 28 March 2014;

• iii. The Group had outstanding loan with principal amount of HK$1.0 million due to a bank. The borrowing was secured by a bank deposit of HK$10.0 million, unguaranteed, bore interest at Prime Rate per annum and was repayable on 28 March 2014;

• iv. The Group had an outstanding secured loan with a principal amount of HK$200.0 million due to a bank. The borrowing was secured by certain of the Group’s assets, including certain of the Group’s available-for-sale investments of HK$161.7 million, the entire issued capital of Hao Tian Finance and its immediate holding company, Guo Guang Limited, both of which are wholly owned subsidiaries of the Company, certain bank accounts of Hao Tian Finance and a yacht of the Group. The borrowing was unguaranteed and bore interest at HIBOR plus 4.0% per annum and was repayable in Year 2014; and

– 55 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• v. The Group had outstanding notes with a principal amount of HK$10.0 million due to an independent third party. The notes were unsecured, unguaranteed, bore interest at a fixed rate of 5.5% per annum and were repayable on 9 June 2021.

Pledged Assets

In addition to the charge created over assets described under the heading of “Borrowings” which is set out on pages 55 and 56 of this circular, the Group had pledged its bank deposit of HK$10.0 million as deposit for a banking facility which had not been drawn down as at 31 December 2013.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchases commitments, guarantees or other material contingent liabilities at the close of business on 31 December 2013.

– 56 –

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

APPENDIX II

SUMMARY OF UNAUDITED FINANCIAL INFORMATION

Set out below is the unaudited consolidated financial information of Winbox (BVI) Limited and its subsidiaries (collectively referred as the “ Disposal Group ”) for the three years ended 31 March 2013 and the six months ended 30 September 2012 and 2013 (the “ Unaudited Financial Information ”), which has been prepared in accordance with paragraph 68(2)(a)(i) of Chapter 14 of the Listing Rules and the basis set out in note 2 to the Unaudited Financial Information.

The auditor of the Company, Deloitte Touche Tohmatsu, has reviewed the Unaudited Financial Information in accordance with Hong Kong Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” and with reference to Practice Note 750 “Review of Financial Information under the Hong Kong Listing Rules for a Very Substantial Disposal” issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”) and concluded that nothing has come to their attention that causes them to believe that the Unaudited Financial Information of the Disposal Group is not prepared, in all material respects, in accordance with the basis of preparation set out in note 2 to the Unaudited Financial Information.

For the purpose of preparation of the Unaudited Financial Information of the Disposal Group to be included in this circular, the Directors have prepared such Unaudited Financial Information in accordance with paragraph 68(2)(a)(i) of Chapter 14 of the Listing Rules.

However, the Unaudited Financial Information does not contain sufficient information to constitute a complete set of financial statements as defined in Hong Kong Accounting Standard 1 “Presentation of Financial Statements” or an interim financial report as defined in Hong Kong Accounting Standard 34 “Interim Financial Report” issued by the HKICPA.

– 57 –

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the three years ended 31 March 2013 and the six months ended 30 September 2013

Revenue Cost of sales Gross profit Other income Share of result of associates Distribution and selling costs Administrative expenses Finance costs Profit (loss) before taxation Taxation Profit (loss) for the period/year Other comprehensive income (expense): Items that may be subsequently reclassified to profit or loss: Exchange difference on translation of financial statements of foreign operations Net fair value gain (loss) on available-for-sale investments – Fair value change during the period/year – Impairment loss recognised – Reclassified to profit or loss upon disposal Other comprehensive income (expense) for the period/year, net of tax Total comprehensive income (expense) for the period/year	Six months ended 30 September 2013 2012 HK$’000 HK$’000 (Unaudited) (Unaudited) 69,659 61,628 (47,428) (55,015) 22,231 6,613 2,548 509 (19) – (3,091) (1,299) (12,425) (9,915) – – 9,244 (4,092) (6,589) (172) 2,655 (4,264) 677 (647) 248 607 – – (405) – 520 (40) 3,175 (4,304)	Year ended 31 March	Year ended 31 March	Year ended 31 March
	2013 HK$’000 (Unaudited) 69,659 (47,428) 22,231 2,548 (19) (3,091) (12,425) – 9,244 (6,589) 2,655 677 248 – (405) 520 3,175	2013 HK$’000 (Unaudited) 112,513 (90,405) 22,108 1,617 18 (2,319) (23,875) – (2,451) (2,203) (4,654) (402) 614 – – 212 (4,442)	2012 HK$’000 (Unaudited) 140,218 (104,907) 35,311 3,356 – (3,419) (26,242) – 9,006 (4,012) 4,994 667 (289) 715 – 1,093 6,087	2011 HK$’000 (Unaudited) 122,099 (103,072)
				19,027 1,255 – (4,194) (23,809) (7)
				(7,728) (375)
				(8,103)
				230 (407) – (832)
				(1,009)
				(9,112)

– 58 –

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

At 31 March 2011, 2012, 2013 and 30 September 2013

Non-current assets Property, plant and equipment Investment property Interests in associates Amounts due from associates Available-for-sale investments Deferred tax assets Current assets Inventories Trade and bills receivables Other receivables, deposits and prepayments Investments held for trading Tax recoverable Bank balances and cash Current liabilities Trade payables Other payables, deposits received and accruals Tax payable Net current assets Total assets less current liabilities Non-current liabilities Retirement benefits obligations Net assets Capital and reserves Share capital Reserves Total equity	At 30 September 2013 HK$’000 (Unaudited) 10,987 944 – 3,669 16,885 205 32,690 28,340 30,299 1,946 160 6,816 19,673 87,234 13,085 21,077 11,192 45,354 41,880 74,570 1,177 73,393 4 73,389 73,393		At 31 March
		2013 HK$’000 (Unaudited) 10,377 961 19 3,669 14,677 205 29,908 16,436 13,179 2,003 142 6,075 31,243 69,078 7,832 14,543 5,272 27,647 41,431 71,339 1,121 70,218 4 70,214 70,218	2012 HK$’000 (Unaudited) 10,890 993 – – 11,212 205 23,300 24,921 21,385 1,838 118 4,903 29,905 83,070 9,642 16,397 4,285 30,324 52,746 76,046 1,386 74,660 4 74,656 74,660	2011 HK$’000 (Unaudited) 17,465 1,025 – – 11,501 205
				30,196
				25,598 20,141 2,169 184 2,934 19,676
				70,702
				14,811 14,251 2,060
				31,122
				39,580
				69,776
				1,203
				68,573
				4 68,569
				68,573

– 59 –

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three years ended 31 March 2013 and the six months ended 30 September 2013

At 1 April 2010 Loss for the year Other comprehensive (expense) income for the year Total comprehensive (expense) income for the year Dividend declared At 31 March 2011 Profit for the year Other comprehensive income for the year Total comprehensive income for the year At 31 March 2012 Loss for the year Other comprehensive income (expense) for the year Total comprehensive income (expense) for the year At 31 March 2013 Profit for the period Other comprehensive (expense) income for the period Total comprehensive (expense) income for the period At 30 September 2013 At 1 April 2012 Loss for the period Other comprehensive income (expense) for the period Total comprehensive income (expenses) for the period At 30 September 2012	Share capital HK$’000 (Unaudited) 4 – – – – 4 – – – 4 – – – 4 – – – 4 4 – – – 4	Share premium HK$’000 (Unaudited) 6,544 – – – – 6,544 – – – 6,544 – – – 6,544 – – – 6,544 6,544 – – – 6,544	Special reserve HK$’000 (Unaudited) 11,237 – – – – 11,237 – – – 11,237 – – – 11,237 – – – 11,237 11,237 – – – 11,237	Asset revaluation reserve HK$’000 (Unaudited) 2,639 – (1,239) (1,239) – 1,400 – 426 426 1,826 – 614 614 2,440 – (157) (157) 2,283 1,826 – 607 607 2,433	Translation reserve HK$’000 (Unaudited) 9,501 – 230 230 – 9,731 – 667 667 10,398 – (402) (402) 9,996 – 677 677 10,673 10,398 – (647) (647) 9,751	Accumulated profits HK$’000 (Unaudited) 110,510 (8,103) – (8,103) (62,750) 39,657 4,994 – 4,994 44,651 (4,654) – (4,654) 39,997 2,655 – 2,655 42,652 44,651 (4,264) – (4,264) 40,387	Total equity HK$’000 (Unaudited) 140,435
							(8,103) (1,009)
							(9,112) (62,750)
							68,573
							4,994 1,093
							6,087
							74,660
							(4,654) 212
							(4,442)
							70,218
							2,655 520
							3,175
							73,393
							74,660
							(4,264) (40)
							(4,304)
							70,356

– 60 –

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

APPENDIX II

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three years ended 31 March 2013 and the six months ended 30 September 2013

OPERATING ACTIVITIES Profit (loss) for the period/year Adjustments for: Income tax Interest income Finance cost Depreciation of property, plant and equipment and investment properties Dividend income from available-for-sale investments Gain on disposal of available-for-sale investments Allowance for inventories Share of results from associates Loss (gain) on disposal of property, plant and equipment Impairment loss on available-for-sale investments Operating cash flows before movements in working capital (Increase) decrease in inventories (Increase) decrease in trade and bills receivables Decrease (increase) in other receivables, deposits and prepayments (Increase) decrease of investments held for trading Increase (decrease) in trade payables Increase (decrease) in other payables, deposits received and accruals Cash (used in) from operations Income tax paid NET CASH (USED IN) FROM OPERATING ACTIVITIES	Six months ended 30 September 2013 2012 HK$’000 HK$’000 (Unaudited) (Unaudited) 2,655 (4,264) 6,589 172 (296) (214) – – 351 523 – – (405) – – 5,000 19 – – – – – 8,913 1,217 (11,904) 4,130 (17,120) 2,714 57 476 (18) 31 5,253 (362) 6,534 (2,571) (8,285) 5,635 (1,410) (1,419) (9,695) 4,216	Year ended 31 March	Year ended 31 March	Year ended 31 March
	2013 HK$’000 (Unaudited) 2,655 6,589 (296) – 351 – (405) – 19 – – 8,913 (11,904) (17,120) 57 (18) 5,253 6,534 (8,285) (1,410) (9,695)	2013 HK$’000 (Unaudited) (4,654) 2,203 (512) – 1,014 – – 7,425 (18) 4 – 5,462 1,060 8,206 (165) (24) (1,810) (1,854) 10,875 (2,388) 8,487	2012 HK$’000 (Unaudited) 4,994 4,012 (446) – 1,087 – – – – (1,560) 715 8,802 677 (1,244) 345 66 (5,169) 2,146 5,623 (3,756) 1,867	2011 HK$’000 (Unaudited) (8,103) 375 (113) 7 1,627 (9) (832) – – – –
				(7,048) (4,628) (10,827) 2,093 119 8,910 1,718
				(9,663) (1,684)
				(11,347)

– 61 –

APPENDIX II

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

INVESTING ACTIVITIES Purchases of property, plant and equipment Proceeds from disposal of available-for-sale investments Dividend received from available-for-sale investments Proceeds from disposal of property, plant and equipment Purchase of available-for-sale investments Investment in associates Advance to associates Interest received NET CASH (USED IN) FROM INVESTING ACTIVITIES FINANCING ACTIVITIES Interest paid Dividend paid CASH USED IN FINANCING ACTIVITIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD/YEAR EFFECT OF FOREIGN EXCHANGE RATE CHANGES CASH AND CASH EQUIVALENTS AT END OF THE PERIOD/YEAR, represented by bank balances and cash	Six months ended 30 September 2013 2012 HK$’000 HK$’000 (Unaudited) (Unaudited) (954) – 1,222 – – – – – (3,182) (2,005) – – – – 296 214 (2,618) (1,791) – – – – – – (12,313) 2,425 31,243 29,905 743 (876) 19,673 31,454	Year ended 31 March	Year ended 31 March	Year ended 31 March
	2013 HK$’000 (Unaudited) (954) 1,222 – – (3,182) – – 296 (2,618) – – – (12,313) 31,243 743 19,673	2013 HK$’000 (Unaudited) (598) – – 79 (2,851) (1) (3,669) 512 (6,528) – – – 1,959 29,905 (621) 31,243	2012 HK$’000 (Unaudited) (930) – – 8,449 – – – 446 7,965 – – – 9,832 19,676 397 29,905	2011 HK$’000 (Unaudited) (1,523) 11,977 9 – (3,988) – – 113
				6,588
				(7) (13,889)
				(13,896)
				(18,655) 38,218 113
				19,676

– 62 –

FINANCIAL INFORMATION OF THE DISPOSAL GROUP

APPENDIX II

NOTES TO THE UNAUDITED FINANCIAL INFORMATION

For the three years ended 31 March 2013 and the six months ended 30 September 2013

1. General

Winbox (BVI) Limited, a wholly owned subsidiary of Hao Tian Development Group Limited (the “ Company ”), was incorporated in the British Virgin Islands on 2 June 1993. Winbox (BVI) Limited is an investment holding company and its subsidiaries (collectively referred to as the “ Disposal Group ”) is principally engaged in manufacturing and sale of quality plastic and paper boxes for luxury consumer goods.

On 16 December 2013, the Company and Goodwill International (Holdings) Limited (the “ Purchaser ”) entered into a sale and purchase agreement, pursuant to which the Company conditionally agreed to dispose of its entire issued share capital of Winbox (BVI) Limited (the “ Disposal ”) at an aggregate consideration of HK$80,000,000, of which HK$6,500,000 will be settled in cash upon completion of the Disposal (the “ Completion Date ”), HK$67,000,000 will be settled by issue of 39,000,000 new shares of HK$0.5 each of the Purchaser on the Completion Date and HK$6,500,000 which will be settled by cash at the first anniversary of the Completion Date. Ms. Choi Hon Hing, a director of Winbox (BVI) Limited, and her spouse together own 45.67% direct and indirect equity interests in the Purchaser.

2. Basis of preparation of the unaudited financial information

The unaudited consolidated financial information of the Disposal Group for the three years ended 31 March 2013 and the six months ended 30 September 2012 and 2013 (“ Unaudited Financial Information ”) has been prepared in accordance with paragraph 68(2)(a)(i) of Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and solely for the purpose of inclusion in the circular to be issued by the Company in connection with the disposal of the entire issued share capital of Winbox (BVI) Limited.

The Unaudited Financial Information has been prepared in accordance with the relevant accounting policies of the Company adopted in the preparation of its condensed consolidated financial statements for the six months ended 30 September 2013, which conform with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants. The Unaudited Financial Information does not contain sufficient information to constitute a complete set of consolidated financial statements as defined in Hong Kong Accounting Standard 1 “Presentation of Financial Statements” nor a set of condensed consolidated financial statements as defined in Hong Kong Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants.

– 63 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

(A) UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Basis of preparation of the unaudited pro forma financial information of the Remaining Group

The unaudited pro forma financial information of the Remaining Group is prepared in accordance with paragraph 29 of Chapter 4 of the Listing Rules to illustrate the effect of the disposal of the entire issued share capital of Winbox.

The unaudited pro forma consolidated statement of financial position of the Remaining Group is prepared based on the unaudited condensed consolidated statement of financial position of the Group as at 30 September 2013 as set out in the interim report of the Company for the six months ended 30 September 2013, after making pro forma adjustments relating to the Disposal, as if the Disposal had been completed on 30 September 2013.

The unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Remaining Group are prepared based on the audited consolidated statement of comprehensive income and the audited consolidated statement of cash flows of the Group for the year ended 31 March 2013 as extracted from the annual report of the Company for the year ended 31 March 2013, after making pro forma adjustments relating to the Disposal, as if the Disposal had been completed on 1 April 2012.

The unaudited pro forma financial information is based on the aforesaid historical data after giving effect to the pro forma adjustments described in the accompanying notes. Narrative description of the pro forma adjustments that are (i) directly attributable to the transactions and (ii) factually supportable, is summarised in the accompanying notes.

This unaudited pro forma financial information has been prepared by the Directors for illustrative purposes only and is based on a number of assumptions, estimates, uncertainties and currently available information. Because of its hypothetical nature, the unaudited pro forma financial information may not give a true picture of the results, cash flows, or financial position of the Group upon the completion of the Disposal or any future period or any future date.

– 64 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 30 SEPTEMBER 2013

NON-CURRENT ASSETS Property, plant and equipment Investment property Amounts due from associates Available-for-sale investments Financial assets designated at fair value through profit or loss Derivative financial instruments Loan receivables Deposits Deferred tax asset CURRENT ASSETS Inventories Trade and bills receivables Other receivables, deposits and prepayments Loan receivables Consideration receivables Investments held for trading Tax recoverable Pledged bank deposit Bank balances and cash	The Group as at 30 September 2013 HK$’000 (Unaudited) Note (a) 87,595 944 3,669 820,982 13,945 583,970 30,572 151,014 205 1,692,896 28,340 73,764 17,244 64,000 151,641 160 6,816 10,000 477,910 829,875	Pro forma adjustment for the Disposal HK$’000 Note (c) (10,987) (944) (3,669) (16,885) 67,000 (205) (28,340) (30,299) (1,946) 5,702 (160) (6,816) (19,673) 6,500 (1,008)	The Remaining Group HK$’000 (Unaudited) 76,608 – – 871,097 13,945 583,970 30,572 151,014 –
			1,727,206
			– 43,465 15,298 64,000 157,343 – – 10,000 463,729
			753,835

– 65 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

CURRENT LIABILITIES Trade payables Other payables, deposits received and accruals Tax payable NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES NON-CURRENT LIABILITIES Retirement benefits obligations NET ASSETS CAPITAL AND RESERVES Share capital Reserves Equity attributable to owners of the Company Non-controlling interests Total equity	25,105 (13,085) 25,495 (21,077) 29,881 (11,192) 80,481 749,394 2,442,290 1,177 (1,177) 2,441,113 198,577 2,237,731 4,801 2,436,308 4,805 2,441,113 The Group as at 30 September 2013 Pro forma adjustment for the Disposal HK$’000 HK$’000 (Unaudited) Note (a) Note (c)	12,020 4,418 18,689 The Remaining Group HK$’000 (Unaudited)
		35,127
		718,708
		2,445,914
		–
		2,445,914
		198,577 2,242,532
		2,441,109 4,805
		2,445,914

– 66 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2013

Continuing operations Revenue Cost of sales Gross profit Other income Other gain and loss Share of results of associates Distribution and selling costs Administrative expenses Other expenses Finance costs Loss before taxation Taxation Loss for the year from continuing operations Discontinued operations Loss for the year from discontinued operations Gain on disposal of subsidiaries Loss for the year	The Group for the year ended 31 March 2013 HK$’000 (Audited) Note (b) 112,513 (90,405) 22,108 4,353 (71,890) 18 (2,319) (79,673) (4,596) (1,293) (133,292) (2,203) (135,495) (83,831) – (219,326)	Pro forma adjustments for the Disposal Pro forma adjustment Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 Note (d) Note (e) Note (f) (112,513) 90,405 (1,617) 798 (18) 2,319 23,875 2,203 15,758	The Remaining Group for the year ended 31 March 2013 HK$’000 (Unaudited) – –
			– 3,534 (71,890) – – (55,798) (4,596) (1,293)
			(130,043) –
			(130,043)
			(83,831) 15,758
			(198,116)

– 67 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Other comprehensive income (expense) Exchange difference arising on translation of financial statements of foreign operations Reclassification adjustments relating to foreign operations disposed of during the year Available-for-sale investments: – fair value changes – impairment loss recognised – reclassified to profit or loss upon disposal – reclassification adjustments relating to foreign operations disposed of during the year Other comprehensive expense for the year, net of tax Total comprehensive expense for the year Loss for the year attributable to owners of the Company: – from continuing operations – from discontinued operations Loss for the year from continuing operations attributable to non-controlling interests Total comprehensive expense for the year attributable to: Owners of the Company Non-controlling interests	15,458 (120,505) (4,011) 15,555 3,327 – (90,176) (309,502) (135,493) (83,831) (219,324) (2) (219,326) (309,500) (2) (309,502) The Group for the year ended 31 March 2013 HK$’000 (Audited) Note (b)	402 (10,398) (614) (1,826) 4,654 798 15,758 4,442 3,534 798 Pro forma adjustments for the Disposal Pro forma adjustment Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 Note (d) Note (e) Note (f)	15,860 (130,903) (4,625) 15,555 3,327 (1,826) The Remaining Group for the year ended 31 March 2013 HK$’000 (Unaudited)
			(102,612)
			(300,728)
			(130,041) (68,073)
			(198,114) (2)
			(198,116)
			(300,726) (2)
			(300,728)

– 68 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2013

The Group for the year ended 31 March 2013 HK$’000 (Audited) Note (b) OPERATING ACTIVITIES Loss for the year (219,326) Adjustments for: Income tax 2,203 Interest income (3,039) Finance costs 3,658 Amortisation of mining rights 992 Depreciation of property, plant and equipment and investment property 6,083 Release of prepaid lease payments 706 Impairment loss on available-for-sale investments 15,555 Allowance for inventories 11,574 Share of results of associates (18) Written off of deposits paid for property, plant and equipment 86,693 Share-based payments 9,187 Estimation adjustment on restoration and environment costs (1,118) Unwinding of discounting effect on restoration and environmental costs 584 Loss on disposal of property, plant and equipment 525 Loss on disposal of available-for-sale investments 3,327 Fair value gain on derivative financial instruments (43) Fair value loss on secured notes 20,812 Fair value loss on financial assets designated at fair value through profit or loss 30,872 Gain on disposal of subsidiaries (141,619) Withholding tax charged on disposal of subsidiaries 124,121

Pro forma adjustments for the Disposal The Remaining Group for the year ended 31 March 2013 Pro forma adjustment Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 HK$’000 (Unaudited) Note (g) Note (h) Note (f) 4,654 15,758 798 (198,116) (2,203) – 512 (798) (3,325) 3,658 992 (1,014) 5,069 706 15,555 (7,425) 4,149 18 – 86,693 9,187 (1,118) 584 (4) 521 3,327 (43) 20,812 30,872 (15,758) (157,377) 124,121

– 69 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Operating cash flows before movements in working capital Increase in inventories Increase (decrease) in trade and bills receivables Increase in other receivables, deposits and prepayments Increase in investments held for trading (Decrease) increase in trade payables Decrease in other payables, deposits received and accruals Cash used in operations Income tax paid NET CASH USED IN OPERATING ACTIVITIES INVESTING ACTIVITIES Purchase of property, plant and equipment Deposits paid for purchase of property, plant and equipment Deposit received for the Proposed Disposal Proceeds from disposal of property, plant and equipment Placement in pledged bank deposit Purchase of financial assets designated at fair value through profit or loss Proceeds from disposal of a financial asset designated at fair value through profit or loss Purchases of available-for-sale investments Incorporation of associates Advance to associates Addition of loan receivables Net cash inflow (outflow) from disposal of subsidiaries Proceeds from disposal of available-for-sale investments Interest received NET CASH FROM INVESTING ACTIVITIES	(48,271) (18,562) 7,672 (3,363) (24) (1,298) (2,535) (66,381) (2,388) (68,769) (91,915) (150,000) 10,000 300 (890) (78,000) 20,000 (176,350) (1) (3,669) (135,000) 1,374,370 10,072 1,044 779,961 The Group for the year ended 31 March 2013 HK$’000 (Audited) Note (b)	(1,060) (8,206) 165 24 1,810 1,854 2,388 598 (79) 2,851 1 3,669 (24,413) (512) Pro forma adjustments for the Disposal Pro forma adjustment Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 Note (g) Note (h) Note (f)	(53,733) (19,622) (534) (3,198) – 512 (681) The Remaining Group for the year ended 31 March 2013 HK$’000 (Unaudited)
			(77,256) –
			(77,256)
			(91,317) (150,000) 10,000 221 (890) (78,000) 20,000 (173,499) – – (135,000) 1,349,957 10,072 532
			762,076

– 70 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

FINANCING ACTIVITIES Interest paid Repayment/redemption of convertible bonds Net proceeds from issue of warrants Cash withdrawal from bank deposits in a special purpose bank account Proceeds from issue of secured notes Interest paid for secured notes Borrowing raised Capital injected from a non-controlling shareholder of a subsidiary Net proceeds from issue of new shares upon exercise of warrants NET CASH USED IN FINANCING ACTIVITIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR EFFECT OF FOREIGN EXCHANGE RATE CHANGES CASH AND CASH EQUIVALENTS AT END OF THE YEAR CASH AND CASH EQUIVALENTS REPRESENTED BY: Bank balances and cash Bank balances and cash included in a disposal group classified as held for sale	(2,365) (639,349) 7,599 21,832 113,358 (10,548) 33,053 5,000 487 (470,933) 240,259 46,971 32 287,262 283,231 4,031 287,262 The Group for the year ended 31 March 2013 HK$’000 (Audited) Note (b)	621 Pro forma adjustments for the Disposal Pro forma adjustment Pro forma adjustment Pro forma adjustment HK$’000 HK$’000 HK$’000 Note (g) Note (h) Note (f)	(2,365) (639,349) 7,599 21,832 113,358 (10,548) 33,053 5,000 487 The Remaining Group for the year ended 31 March 2013 HK$’000 (Unaudited)
			(470,933)
			213,887 46,971 653
			261,511
			257,480 4,031
			261,511

– 71 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

Notes:

• (a) Figures are extracted from the unaudited condensed consolidated financial statements of the Group as set out in the interim report of the Company for the six months ended 30 September 2013.

• (b) Figures are extracted from the audited consolidated financial statements of the Group as set out in the 2013 annual report of the Company for the year ended 31 March 2013.

• (c) The adjustment reflects the exclusion of the assets and liabilities of the Disposal Group and the recognition of cash, consideration receivable and available-for-sale investments as the consideration for the Disposal, assuming the Disposal had taken place on 30 September 2013.

Gain on disposal of the Disposal Group is calculated as follows:

Fair value of the consideration (Note i) Carrying amount of assets and liabilities of the Disposal Group (Note ii) Translation reserve of the Disposal Group reclassified from other comprehensive income to profit or loss (Note ii) Asset revaluation reserve of the Disposal Group reclassified from other comprehensive income to profit or loss (Note ii) Legal and professional fee directly attributable to the Disposal (Note iii) Gain on disposal of subsidiaries

HK$’000 79,202 (73,393) 10,673 2,283 (1,008)

17,757

The financial impact to the Group’s reserves is reconciled below:

Gain on disposal of subsidiaries (net of direct attributable costs) Less: Translation reserve of the Disposal Group reclassified from other comprehensive income to profit or loss Asset revaluation reserve of the Disposal Group reclassified from other comprehensive income to profit or loss	HK$’000 17,757 (10,673) (2,283)
	4,801

– 72 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Notes:

• (i) The consideration will be satisfied by (i) HK$6,500,000 by way of cash payment at Completion of the Disposal; (ii) cash consideration of HK$6,500,000 which will be settled at the first anniversary date of the Completion (the “ Consideration Receivable ”); and (iii) issue of 39,000,000 new shares (the “ Consideration Shares ”) of HK$0.5 each at HK$1.7179 per share of the Purchaser, Goodwill International (Holdings) Limited, which represents approximately 7.54% of the enlarged issued share capital of the Purchaser.

Fair value of the consideration is assumed to be HK$79,202,000, which represents the sum of: (i) cash of HK$6,500,000; (ii) the assumed fair value of Consideration Receivable of HK$5,702,000; and (iii) the assumed fair value of the Consideration Shares of HK$67,000,000. The fair value of the Consideration Receivable is estimated by using the discounted cash flow method with an imputed interest rate of 14% per annum.

The fair value of the Consideration Shares and the Consideration Receivable will be reassessed at Completion and is subject to change upon Completion, which may consequently affect the gain/loss on disposal of the Disposal Group.

The Consideration Shares will be classified as available-for-sale investment of the Group since the Group has neither control, joint control nor significant influence over the relevant business activities of the Purchaser and the Consideration Shares are not held for trading purposes.

• (ii) The carrying amounts of assets and liabilities and reserves reclassified from other comprehensive income to profit or loss of the Disposal Group as at 30 September 2013 are extracted from the Unaudited Financial Information of the Disposal Group as set out in Appendix II to this circular.

• (iii) The amount of legal and professional fee directly attributable to the Disposal is estimated by the Directors and it is assumed that they are settled by cash.

• (d) The adjustment reflects the exclusion of the results of the Disposal Group for the year ended 31 March 2013 assuming the Disposal had taken place on 1 April 2012. The results of the Disposal Group were extracted from the Unaudited Financial Information of the Disposal Group as set out in Appendix II to this circular.

– 73 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

• (e) The adjustment reflects the gain on disposal of the Disposal Group, assuming the Disposal had taken place on 1 April 2012. Gain on disposal of the Disposal Group is calculated as follows:

Fair value consideration (Note i) Carrying amount of assets and liabilities of the Disposal Group (Note ii) Translation reserve of the Disposal Group reclassified from other comprehensive income to profit or loss (Note ii) Asset revaluation reserve of the Disposal Group reclassified from other comprehensive income to profit or loss (Note ii) Legal and professional fee directly attributable to the Disposal (Note iii) Gain on disposal of subsidiaries

HK$’000 79,202 (74,660) 10,398 1,826 (1,008)

15,758

Notes:

• (i) As stated in Note c(i) above.

• (ii) The carrying amounts of assets and liabilities and reserves reclassified from other comprehensive income to profit or loss of the Disposal Group as at 1 April 2012 are assumed to be the same as the amounts as at 31 March 2012 and were extracted from the Unaudited Financial Information of the Disposal Group as set out in Appendix II to this circular.

• (iii) As stated in Note c(iii) above.

• (f) The adjustment reflects the recognition of imputed interest income of the Consideration Receivable using the effective interest rate of 14% per annum for the year ended 31 March 2013, assuming the Disposal had taken place on 1 April 2012.

• (g) The adjustment reflects the exclusion of the cash flows of the Disposal Group for the year ended 31 March 2013 assuming the Disposal had taken place on 1 April 2012. The cash flows of the Disposal Group are extracted from the Unaudited Financial Information included in Appendix II to this circular.

• (h) The adjustment reflects the recognition of the gain on disposal of the Disposal Group and net cash outflow from the Disposal. Net cash outflow from the Disposal comprises the cash proceeds of HK$6,500,000 received at Completion, net of legal and professional fee of HK$1,008,000 and the cash and cash equivalents of the Disposal Group of HK$29,905,000, assuming the Disposal had taken place on 1 April 2012.

• (i) The pro forma adjustments will have no continuous effect on the Remaining Group in the subsequent reporting periods.

– 74 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

(B) REPORT FROM THE REPORTING ACCOUNTANTS ON UNAUDITED PRO FORMA FINANCIAL INFORMATION

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==> picture [81 x 39] intentionally omitted <==

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF HAO TIAN DEVELOPMENT GROUP LIMITED

We have completed our assurance engagement to report on the compilation of pro forma financial information of Hao Tian Development Group Limited (the “ Company ”) and its subsidiaries (hereinafter collectively referred to as the “ Group ”) by the directors of the Company (the “ Directors ”) for illustrative purposes only. The pro forma financial information consisted of the pro forma consolidated statement of financial position as at 30 September 2013, the pro forma consolidated statement of comprehensive income for the year ended 31 March 2013, the pro forma consolidated statement of cash flows for the year ended 31 March 2013 and related notes as set out in section A of Appendix III to the circular issued by the Company dated 24 February 2014 (the “ Circular ”). The applicable criteria on the basis of which the Directors have compiled the pro forma financial information are set out in Section A of Appendix III to the Circular.

The pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed disposal of Winbox (BVI) Limited and its subsidiaries (collectively the “ Disposal Group ”) on the Group’s financial position as at 30 September 2013 and the Group’s financial performance and cash flows for the year ended 31 March 2013 as if the disposal had taken place on 30 September 2013 and 1 April 2012 respectively. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s unaudited condensed consolidated financial statements for the six months ended 30 September 2013, on which a review report has been published, and the Group’s performance and cash flows have been extracted by the Directors from the Group’s consolidated financial statements for the year ended 31 March 2013, on which an audit report has been published.

– 75 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

APPENDIX III

Directors’ Responsibilities for the Pro Forma Financial Information

The Directors are responsible for compiling the pro forma financial information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements (“ HKSAE ”) 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountants comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the pro forma financial information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the disposal at 30 September 2013 or 1 April 2012 would have been as presented.

– 76 –

APPENDIX III

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE REMAINING GROUP

A reasonable assurance engagement to report on whether the pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the pro forma financial information has been properly compiled on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the pro forma financial information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Deloitte Touche Tohmatsu

Certified Public Accountants

Hong Kong, 24 February 2014

– 77 –

APPENDIX IV

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

As the operation of the Group was principally contributed by the Disposal Group for the three years ended 31 March 2013, upon completion of the proposed disposal of the Disposal Group, the operations of the Remaining Group will principally be contributed by money lending business and trading of commodities business for the six months ended 30 September 2013.

FINANCIAL REVIEW

Revenue

The principal activities of the Remaining Group are money lending business and trading of commodities business and developing its natural gas business.

BUSINESS REVIEW

Natural Gas Business

It is the corporate strategy of the Group to focus on the development of natural gas business and to expand its business gradually to various sectors of clean resources along with expansion of business coverage to other industries. It is the Group’s intention to invest in the construction and development of a liquefied natural gas (LNG) processing plant in the Xinjiang Uygur Autonomous Region, PRC with projected annual capacity of 400,000 tons, to be constructed in the Kuche Economic and Technology Development Zone, and the construction of LNG distribution pipeline network and sales network.

During the period under review, the Group has obtained approvals from the local governments in the Xinjiang Uygur Autonomous Region, subject to the land planning, safety and environmental protection requirements, to construct eight LNG fueling stations in the region, namely:–

• four LNG fueling stations in Kuche County;

• one LNG fueling station in Fukang City; and

• three LNG fueling stations in Baicheng County.

On 18 September 2013, the Group entered into a 20 years gas supply agreement with the company, which is set up by the Kuche County People’s Government for management of gas resources, in relation to the supply of industrial gas of not less than 600 million cubic meter every year commencing from January 2015 to the Group at the most favorable price obtained from Petrochina.

– 78 –

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

APPENDIX IV

Money Lending Business

For the six months ended 30 September 2013 under review, the money lending business of the Group recorded revenue of HK$15.2 million (2012: Nil) and profit of HK$15.1 million (2012: Nil). The interest income from the money lending segment is one of our major revenue streams contributed positively to the Group’s results during the period under review. In September 2013, Hao Tian Finance Company Limited (“ Hao Tian Finance ”), a wholly-owned subsidiary of the Company and a money lender licenced in Hong Kong under the provisions of the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong), obtained a revolving loan facility of up to an aggregate of HK$450 million from a bank, which will be used solely to finance the Group’s money lending business. Our management will further expand the loan portfolio and customer base of its money lending business.

Save as disclosed above, the Remaining Group had no turnover from money lending business for the three years ended 31 March 2013.

Trading of Commodities Business

Given the robust demand of commodities on the recovery of the global economy, we entered into the trading of commodities and the related products such as raw plastic materials. During the period under review, revenue from trading business segment was HK$0.5 million (2012: Nil). Looking forward, our management will continue to look for trading opportunities in other commodities and the related products.

Save as disclosed above, the Remaining Group had no turnover from trading of commodities business for the three years ended 31 March 2013.

Other Income

For the year ended 31 March 2011, a total net income of approximately HK$0.4 million was recorded. The income was mainly attributable to the interest earned on bank deposits.

For the year ended 31 March 2012, the Remaining Group recorded a total income from continuing operations of approximately HK$0.2 million (2011: HK$0.4 million), representing an decrease of approximately HK$0.2 million compared to last year. The decrease was mainly attributable to the decrease in interest earned on bank deposits.

– 79 –

APPENDIX IV

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

For the year ended 31 March 2013, the Remaining Group recorded a total other income from continuing operations of approximately HK$3.7 million (2012: HK$0.2 million), representing an increase of approximately HK$3.5 million as compared to last year. The income was mainly attributable to a finance company with a money lenders license.

For the six months ended 30 September 2013 under review, the Remaining Group recorded a total income from continuing operations of approximately HK$2.1 million (for the six months ended 30 September 2012: HK$0.1 million), representing an increase of approximately HK$2.0 million compared to the same period last year. The income was mainly attributable to (i) interest earned on bank deposits; (ii) interest earned on listed available-for-sale investments and (iii) sundry income.

Other Gains and Losses

For the year ended 31 March 2012, the Remaining Group recorded a total net losses from continuing operations of approximately HK$245.5 million (2012: Nil). The losses was mainly attributable to fair value loss on derivative financial instruments.

For the year ended 31 March 2013, the Remaining Group recorded a total net other loss from continuing operations of approximately HK$71.9 million (2012: HK$245.5 million). The losses was mainly attributable to (i) fair value loss on secured notes, (ii) fair value loss on financial assets at fair value through profit or loss, and (iii) impairment loss on available-for-sale investments.

For the six months ended 30 September 2013 under review, the Remaining Group recorded a total loss from continuing operations of approximately HK$55.4 million (for the six months ended 30 September 2012: HK$42.9 million), representing an increase of approximately HK$12.5 million compared to the same period last year. The increase was mainly attributable to impairment loss recognized in respect of available-for-sale investments.

Administrative Expenses

For the year ended 31 March 2011, the Remaining Group’s administrative expenses were approximately HK$39.2 million (2010: HK$1.1 million), representing a substantial increase of approximately HK$38.1 million as compared with the same period in 2010. The increase as mainly attributable to: (i) a full year’s administrative expenses being recognised in Wuhai City Menggang group (2010: two months’ administrative expenses were recognised); (ii) the non-cash share based payments expenses arising from newly granted share options to eligible participants by the Company; (iii) the increase in directors’ remuneration and staff costs; and (iv) the increase in rental expenses in Hong Kong, litigation expense and land use tax in the PRC.

– 80 –

APPENDIX IV

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

For the year ended 31 March 2012, administrative expenses from continuing operations were approximately HK$48.0 million (2011: HK$39.2 million), representing an increase of approximately HK$8.8 million as compared with last year. The increase was mainly due to (i) noncash share based payment expenses arising from the amortisation of the granted share options to eligible participants by the Company; and (ii) the inclusion of administrative expense from the Venture Path Limited and its subsidiaries, the acquisition of which was completed on 15 June 2011.

For the year ended 31 March 2013, administrative expenses from continuing operations were approximately HK$55.8 million (2012: HK$48.0 million), representing an increase of approximately HK$7.8 million as compared to last year. The increase was mainly due to (i) increase in rental expense in Hong Kong; (ii) increase in headcount; and (iii) project expenses incurred for business operations.

For the six months ended 30 September 2013, administrative expenses from continuing operations were approximately HK$36.1 million (2012: HK$25.5 million), representing an increase of approximately HK$10.6 million as compared with the same period last year. The increase was mainly due to increase in the staff costs related to increased headcount, business development expenses and legal and professional fee incurred for business operations.

Other Expenses

For the year ended 31 March 2012, other expenses from continuing operations were approximately HK$8.8 million (2011: Nil) which represented legal and professional costs incurred for the acquisition of assets through purchase of subsidiaries and the disposal of Wuhai City Menggang as well as the wages, depreciation expense, consumables and other direct attributable costs incurred during the suspension period of the operation of the Target Mine.

For the year ended 31 March 2013, other expenses from continuing operations were approximately HK$4.6 million (2012: HK$8.8 million) which represented the legal and professional costs incurred for (i) the acquisition of Venture Path Limited and its subsidiaries; (ii) the disposal of Wuhai City Mengang Industrial Development Co., Ltd. and its subsidiaries; and (iii) the proposed disposal of Champ Universe Limited and its subsidiaries.

For the six months ended 30 September 2013 under review, there were no other expenses incurred.

– 81 –

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

APPENDIX IV

Finance Costs

For the year ended 31 March 2011, the Remaining Group’s finance costs amounted to approximately HK$30.5 million (2010: HK$6.9 million). The increase was mainly due to the recognition of a full year’s imputed interest expenses on the liability component of the convertible notes issued by the Company on 25 January 2010 for the acquisitions of the mines in Wuhai (2010: only two months’ imputed interests were recognised). This imputed interest expense has no impact on the cash flow positions of the Group.

For the year ended 31 March 2012, finance costs from continuing operations were approximately HK$49.0 million (2011: HK$30.5 million), which were mainly attributable to the recognition of imputed interest expenses on the liability component of the convertible notes.

For the year ended 31 March 2013, finance costs from continuing operations were approximately HK$1.3 million (2012: HK$49.0 million), representing a substantial decrease of approximately HK$47.7 million or 97.4% as compared with last year. The decrease was mainly due to the incurrence of interest expenses of convertible notes issued by the Company, which were redeemed in full during the year ended 31 March 2013.

For the six months ended 30 September 2013 under review, the finance costs were approximately HK$6.1 million (2012: HK$1.3 million), representing an increase of approximately HK$4.8 million or 369.2% as compared with the same period last year. The increase was mainly made up of interest incurred from the notes in the aggregate principal amount of US$40,000,000 and banking facility of US$40,000,000, which was used to redeem the said notes in full on 28 June 2013.

Taxation

For the three years ended 31 March 2013 and six months ended 30 September 2013, the Remaining Group had no income tax expense.

(Loss)/Profit Attributable to Owners

For the year ended 31 March 2011, the Remaining Group recorded a loss of approximately HK$88.5 million (2010: loss of approximately HK$422.9 million), mainly due to no further impairment loss on goodwill was recognised for the year ended 31 March 2011 (2010: an approximately HK$411.1 million one-off impairment loss on goodwill arising from the acquisitions of the mines in Wuhai).

– 82 –

APPENDIX IV

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

For the year ended 31 March 2012, the Remaining Group recorded a loss of approximately HK$383.5 million (2011: HK$88.5 million). The increase was mainly due to the loss recognised on loss on redemption of convertible note/re-measurement of liability component of convertible notes.

For the year ended 31 March 2013, the Remaining Group recorded a loss from continuing operations of approximately HK$130.8 million (2012: HK$354.1 million), while a net loss from discontinued operations of approximately HK$83.8 million (2012: HK$29.4 million). As a result, the total net loss from continuing operations and discontinued operations attributable to the shareholders for the year ended 31 March 2013 was approximately HK$214.6 million (2012: HK$383.5 million).

For the six months ended 30 September 2013 under review, the Remaining Group recorded a loss from continuing operations of approximately HK$79.9 million (2012: HK$69.5 million), while a profit from discontinued operations amounted to approximately HK$84.9 million (2012: a loss of HK$11.8 million). As a result, the total net profit from continuing operations and discontinued operations attributable to the shareholders for the six months ended 30 September 2013 was approximately HK$5.0 million (2012: a loss of HK$81.3 million).

Liquidity, Capital Structure and Financial Resources

Set out below is a summary of the unaudited financial statement of the Remaining Group for each of the three years ended 31 March 2011, 2012, 2013 and for the six months ended 30 September 2013.

	As at	As at	As at	As at
	31 March	31 March	31 March	30 September
	2011	2012	2013	2013
	HK$’000	HK$’000	HK$’000	HK$’000
Total assets	2,644,002	4,208,221	2,590,230	2,481,041
Current Assets	40,749	2,520,677	2,152,334	753,835
Current liabilities	17,658	1,541,031	213,145	35,127
Working capital	23,091	979,646	1,939,189	718,708
Gearing ratio	8.2%	15.2%	4.7%	Nil

The Group funds its operations from a combination of internal resources, equity fund raising, financial instruments and bank borrowing.

– 83 –

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

APPENDIX IV

Cash and Bank Balance

As at 31 March 2011, 2012, 2013 and 30 September 2013, the Remaining Group’s aggregate cash and bank balances amounted to approximately HK$29.0 million, HK$14.1 million, HK$252.0 million and HK$458.2 million.

Borrowings

For the borrowings information of the Remaining Group, please refer to the financial information of the Group under the same heading as set out in Appendix I of this circular.

Pledged Assets

As at 31 March 2012, the Remaining Group had pledged its bank deposits of HK$5.7 million as deposit for land disturbance and environmental rehabilitation as required by the Xinjiang Uygur Autonomous Region Finance Department and Land Resource Department.

As at 30 September 2013, the Group had pledged its debenture or charges created over assets and shares of Hao Tian Finance and its immediate holding company as well as securities for revolving loan facility of up to an aggregate of HK$450 million.

In addition, The Group obtained HK$45 million banking facilities are secured by deposits of HK$40 million and the Group did not draw any borrowing in respect to the banking facilities.

Save as disclosed as above, the Group had no other pledged assets.

Capital Commitment and Contingent Liabilities

For the capital commitment and contingent liabilities of the Remaining Group, please refer to the financial information of the Group under the same heading as set out in Appendix I of this circular.

Save as disclosed above, the Remaining Group had no material contingent liabilities.

– 84 –

APPENDIX IV

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

Exposure to Fluctuations in Exchange Rates

The Group’s sales are denominated mainly in Hong Kong dollars (“ HKD ”), United States dollars (“ USD ”), Euro (“ EUR ”) and Renminbi (“ RMB ”). The Group’s purchases and expenses are mostly denominated in HKD and RMB, and some in EUR and USD. The Group has certain foreign currency bank balances, investments held for trading, available-for-sale investments and investment in foreign operations, which are exposed to foreign currency exchange risk. The Group currently does not have a foreign currency hedging policy. However, the management monitors foreign exchange exposure and will consider hedging significant foreign currency exposure should the need arises.

Employee Information

The Remaining Group had a total number of employees of approximately 260 as at 31 March 2011, 200 as at 31 March 2012, 200 as at 31 March 2013 and 100 employees as at 30 September 2013, respectively in the PRC, Hong Kong and France. The Remaining Group provides a mandatory provident fund scheme for its employees in Hong Kong and the state-managed retirement benefit schemes for its employees in the PRC. The Group’s remuneration policies are formulated according to market practices, experiences, skills and performance of individual employee and will be reviewed annually.

The Group has also adopted a share option scheme and a share award scheme. The summary of the share option scheme of the Group was set out in the published annual reports.

Significant Investment, Materials Acquisitions and Disposals

For the significant investment, materials acquisitions and disposals of the Remaining Group, please refer to the financial information of the Group under the same heading as set out in Appendix I of this circular.

Future Prospects

After completion of the Disposal Group, the Company will continue to develop its natural gas business. It is the current intention of the Group to commence construction and operation of about 8 liquefied natural gas fuelling stations in 2014, subject to the necessary governmental approvals having been obtained.

– 85 –

APPENDIX IV

MANAGEMENT DISCUSSION AND ANALYSIS OF THE REMAINING GROUP

Apart from continued efforts in development of the natural gas business in the PRC, the Group is operating a stable and expanding business in money lending with accrual interest income amounting to approximately HK$35,000,000 for the period of 1 April 2013 to 31 March 2014. The money lending business is financed by banking facilities and internal resources. The management will look for opportunities to further expand the loan portfolio and customer base. The Group’s trading of commodities business generated a segment revenue of approximately HK$24,009,000 for the six months ended 30 September 2013 and is expected to contribute a stable income to the Group for the financial year ending 31 March 2014.

The Group has also started looking for opportunity to diversify its business and revenue streams. The Group has entered into a sale and purchase agreement for the acquisition of a parcel of land with a total area of 151,334 sq.m. located at Urumqi, the PRC. Upon completion of the acquisition and based on the current business plan of the Group, the land will be developed into a logistic center providing logistics and warehousing services.

– 86 –

GENERAL INFORMATION

APPENDIX V

1. DISCLOSURE OF INTERESTS OF DIRECTORS IN EQUITY OR DEBT SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Director, chief executive of the Company and their respective associates in the Shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO); or were required pursuant to Section 352 of the SFO to be entered into the register referred to therein; or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange are set out below:

(a) Long positions in Shares as at the Latest Practicable Date:

						Approximate
Name of				Number of		percentage of
Director/chief			Number of	underlying	Total	total issued
executive	Capacity	Nature of interest	Shares held	shares held	interests	share capital
						(Note 1)
Li Shao Yu	Interest held by	Corporate interest	1,141,804,853	–	1,160,804,853	29.22%
	controlled		(Note 2)
	corporations
	Beneficial owner	Personal interest		19,000,000
				(Note 3)
Fok Chi Tak	Beneficial owner	Personal interest		2,000,000	2,000,000	0.05%
				(Note 3)

Notes:

1. The percentage of shareholding is calculated on the basis of 3,972,035,804 Shares in issue as at the Latest Practicable Date.

2. These Shares were held (a) directly by Tai Rong Xin Ye International Power Generation Inc., which was a wholly-owned subsidiary of Hao Tian Integrated Group Development Limited; (b) both directly and indirectly by TRXY Development (HK) Limited, which was wholly-owned by Ms. Li through her personal interest and controlling interests in Hao Tian Integrated Group Development Limited and Hao Tian Group Holdings Limited; and (c) directly by Real Power Holdings Limited, which is beneficially owned as to 75% by TRXY Development (HK) Limited. Accordingly, Ms. Li was deemed to be interested in 1,141,804,853 Shares under the SFO.

3. These are the number of Shares which may fall to be allotted and issued upon exercise of any subscription rights attaching to the share options granted by the Company under the share option scheme adopted on 16 May 2006.

– 87 –

APPENDIX V

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executives of the Company and their respective associates had any interests or short positions in the Shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO); or were required pursuant to Section 352 of the SFO to be entered into the register referred to therein; or were required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange.

2. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as was known to the Directors and chief executives of the Company, the following persons (other than a Director or chief executive of the Company) had an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

Long positions in Shares and underlying shares of equity derivatives of the Company as at the Latest Practicable Date:

					Approximate
		Number of			percentage of
	Number of	underlying		Total	total issued
Name of Shareholder	Shares held	shares held	Capacity	interests	share capital
					(Note 1)
TRXY Development	359,655,351	–	Beneficial owner	882,055,912	22.21%
(HK) Limited
	522,400,561	–	Interest held by
	(Note 2)		a controlled
			corporation
Real Power	522,400,561	–	Beneficial owner	522,400,561	13.15%
Holdings Limited

– 88 –

APPENDIX V

GENERAL INFORMATION

					Approximate
		Number of			percentage of
	Number of	underlying		Total	total issued
Name of Shareholder	Shares held	shares held	Capacity	interests	share capital
					(Note 1)
Tai Rong Xin Ye	259,748,941	–	Beneficial owner	259,748,941	6.54%
International Power
Generation Inc.
Hao Tian Integrated	1,141,804,853	–	Interest held by	1,141,804,853	28.72%
Group Development	(Note 3)		controlled
Limited			corporations

Notes:

1. The percentage of shareholding is calculated on the basis of 3,972,035,804 Shares in issue as at the Latest Practicable Date.

2. These Shares are held by Real Power Holdings Limited, which is beneficially owned as to 75% by TRXY Development (HK) Limited.

3. These Shares were held directly or indirectly by Tai Rong Xin Ye International Power Generation Inc, TRXY Development (HK) Limited and Real Power Holdings Limited, all of which were subsidiaries of Hao Tian Integrated Group Development Limited.

Save as disclosed herein, as at the Latest Practicable Date, there was no other person so far as was known to the Directors and chief executives of the Company (other than a Director or chief executive of the Company) had an interest or a short position in the Shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

– 89 –

GENERAL INFORMATION

APPENDIX V

3. LITIGATION

In connection with the sale and purchase agreement (the “ Menggang Agreement ”) entered into between the Group and Inner-Mongolia Shuangxin Resources Group Co., Ltd, (“ Shuangxin ”) for the sale and purchase of Wuhai City Menggang Industrial Development Co., Ltd. and its subsidiaries, which operated the Group’s coal mines in the Inner-Mongolia Autonomous Region in the PRC, on 16 May 2013, the Group filed an arbitration claim to the China International Economic and Trade Arbitration Commission for the outstanding amount of RMB80,000,000 payable by Shuangxin under the Mengang Agreement. Shuangxin withheld the payment of RMB80,000,000 initially on the ground of a tax demand note issued from the local tax bureau, after revocation of the tax demand note, on the ground of non-fulfilment by the Group of certain terms and obligations under the Menggang Agreement. Shuangxin filed a counter claim for RMB65,000,000 on 8 October 2013. After taking PRC legal advice on the grounds and facts set out in the defense and counter claim filed by Shuangxin, the Board has been advised that the Group has a meritorious case to recover the outstanding amount and defense to the counter claim. The first hearing before the arbitration tribunal was held on 26 November 2013. No settlement agreement has been reached and the tribunal will receive further supplemental evidence and submission.

The final instalment in the amount of RMB30,500,000 payable by Shuangxin under the Mengang Agreement (as supplemented by a supplemental agreement dated 9 November 2012) has been due and owing. Another arbitration claim has been filed with the China International Economic and Trade Arbitration Commission for such outstanding amount.

Save as aforesaid, as at the Latest Practicable Date, there was no litigation or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

4. DIRECTORS’ SERVICE CONTRACTS

Dr. OU Zhiliang, an executive Director, has entered into a service agreement with the Company for a term of three years which commenced on 9 August 2012 for his appointment as an executive Director, which is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles and other terms of the service agreement, unless and until terminated either by the Company or by Dr. Ou giving to the other not less than three months’ notice in writing to determine the same. Dr. Ou is currently entitled to a director’s remuneration of HK$650,000 per annum. Under his service contract with the Company, Dr. Ou is also entitled to a discretionary bonus and is eligible to participate for awards under the Company’s share award scheme or other incentive scheme as put in place from time to time.

– 90 –

APPENDIX V

GENERAL INFORMATION

Mr. XU Hai Ying, an executive Director, has entered into a service agreement with the Company for a term of three years which commenced on 23 February 2012 for his appointment as an executive Director, which is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles and other terms of the service agreement, unless and until terminated either by the Company or by Mr. Xu giving to the other not less than three months’ notice in writing to determine the same. Mr. Xu is currently entitled to a director’s remuneration of HK$600,000 per annum. Under his service contract with the Company, Mr. Xu is also entitled to a discretionary bonus and is eligible to participate for awards under the Company’s share award scheme or other incentive scheme as put in place from time to time.

Mr. FOK Chi Tak, an executive Director, has entered into a service agreement with the Company for a term of three years which commenced on 27 September 2013 for his appointment as an executive Director, which is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles and other terms of the service agreement, unless and until terminated either by the Company or by Mr. Fok giving to the other not less than one month’s notice in writing to determine the same. Mr. Fok is currently entitled to a director’s remuneration of HK$1,560,000 per annum. Under his service contract with the Company, Mr. Fok is also entitled to a discretionary bonus and is eligible to participate for awards under the Company’s share award scheme or other incentive scheme as put in place from time to time.

Mr. CHAN Ming Sun Jonathan, an independent non-executive Director, has entered into a letter of appointment with the Company for a fixed term of three years which commenced on 29 March 2012 for his appointment as an independent non-executive Director, which is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles and other terms of the letter of appointment, unless and until terminated either by the Company or by Mr. Chan giving to the other not less than two months’ notice in writing to determine the same. Under the letter of appointment entered into between Mr. Chan and the Company, Mr. Chan is currently entitled to a director’s remuneration of HK$180,000 per annum.

Mr. MA Lin, an independent non-executive Director, has entered into a letter of appointment with the Company for a fixed term of three years which commenced on 1 January 2012 for his appointment as an independent non-executive Director, which is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles and other terms of the letter of appointment, unless and until terminated either by the Company or by Mr. Ma giving to the other not less than two months’ notice in writing to determine the same. Under the letter of appointment entered into between Mr. Ma and the Company, Mr. Ma is currently entitled to a director’s remuneration of HK$180,000 per annum.

– 91 –

APPENDIX V

GENERAL INFORMATION

Mr. LAM Kwan Sing, an independent non-executive Director, has entered into a letter of appointment with the Company for a fixed term of three years which commenced on 9 August 2012 for his appointment as an independent non-executive Director, which is subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles and other terms of the letter of appointment, unless and until terminated either by the Company or by Mr. Lam giving to the other not less than two months’ notice in writing to determine the same. Under the letter of appointment entered into between Mr. Lam and the Company, Mr. Lam is currently entitled to a director’s remuneration of HK$180,000 per annum.

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Group which was not expiring or determinable within one year without payment of compensation (other than statutory compensation).

5. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date:

• (a) none of the Directors had any direct or indirect interest in any assets which have, since 31 March 2013, being the date to which the latest published audited consolidated financial statements of the Group were made up, been acquired or disposed of by, or leased to, or were proposed to be acquired or disposed of by, or leased to any member of the Group; and

• (b) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group which contract or arrangement was subsisting as at the date of this circular and which was significant in relation to the business of the Group as a whole.

6. MATERIAL CONTRACTS

The following contracts, not being contracts entered in the ordinary course of business of the Company, have been entered into by the Group within two years immediately preceding the date of this circular which are or may be material:

• (a) the placing agreement dated 8 March 2012 entered into between the Company and Chung Nam Securities Limited in relation to placement of 574,513,810 Shares at a price of HK$0.325 per Share on a fully underwritten basis;

– 92 –

GENERAL INFORMATION

APPENDIX V

• (b) the memorandum of understanding dated 23 July 2012 (as supplemented by supplemental agreements dated 14 September 2012 and 5 October 2012) entered into between the Company, Up Energy Mining Limited and Champ Universe Limited in relation to the disposal of the entire issued capital in Champ Universe Limited at the total consideration of HK$1.58 billion;

• (c) the investment agreement dated 6 September 2012 (as supplemented by a supplemental deed dated 10 September 2012, a letter agreement dated 4 October 2012, a letter agreement dated 24 December 2012 and a supplemental deed dated 1 March 2013) entered into between the Company and Cheer Hope Holdings Limited in relation to, among others, subscription and issue of secured notes due 2013 in the principal amount of US$40,000,000;

• (d) the subscription agreement dated 18 September 2012 entered into between HEC Capital Limited and Hao Tian Management (Hong Kong) Limited in relation to subscription of 5,000,000 shares in HEC Capital Limited at the consideration of HK$30,000,000;

• (e) the sale and purchase agreement dated 12 October 2012 (as supplemented by two letter agreements dated 28 June 2013) entered into between the Company, Up Energy Mining Limited and Up Energy Development Group Limited in relation to the disposal of the entire issued capital in Champ Universe Limited at the total consideration of HK$1.58 billion;

• (f) the supplemental agreement dated 19 November 2012 entered into, among others, the Company and Inner-Mongolia Shuangxin Resources Group Co., Ltd in relation to the disposal of 烏海市蒙港投資有限公司 (Wuhai City Menggang Industrial Development Co., Ltd.*) and its subsidiaries, whereby the consideration of the transaction was reduced by RMB75 million;

• (g) the memorandum of understanding dated 21 December 2012 (as supplemented by a supplemental agreement dated 22 March 2013) entered into among Tenfield Investments Limited, Sunshine Zhong Xing Capital Holdings Limited and Access Profit Global Enterprises Group Limited in relation to the acquisition of the entire equity interest in Access Profit Global Enterprises Group Limited;

• (h) the placing agreement dated 27 December 2012 entered into between the Company and Fortune (HK) Securities Limited in relation to the placement of 785,500,000 unlisted warrants under the general mandate at a price of HK$0.01 per warrant on a best effort basis;

– 93 –

GENERAL INFORMATION

APPENDIX V

• (i) the sale and purchase agreement dated 11 April 2013 entered into between Mascotte Holdings Limited and Hao Tian Management (Hong Kong) Limited in relation to the purchase of 531,575 shares in Sun Mass Funding Corporation at the consideration of HK$50,000,000;

• (j) the facility agreement dated 6 May 2013 entered into between the Company, Hao Tian Finance Company Limited and China Minsheng Banking Corp., Ltd., Hong Kong Branch in relation to a loan facility of up to USD40,000,000 which were secured by certain security interests granted by members of the Group;

• (k) the sale and purchase agreement dated 7 June 2013 entered into between Hao Tian Management (Hong Kong) Limited and Chung Nam Securities Limited for the acquisition of bonds in the principal amount of HK$90,000,000 convertible into shares in Mascotte Holdings Limited at the consideration of HK$90,000,000;

• (l) the sale and purchase agreement dated 27 June 2012 (as supplemented by a supplemental agreement dated 27 December 2013) entered into among Tenfield Investments Limited, Sunshine Zhong Xing Capital Holdings Limited and Access Profit Global Enterprises Group Limited in relation to the acquisition of the entire equity interest in Access Profit Global Enterprises Group Limited at the consideration of not more than HK$300 million, subject to downward adjustments;

• (m) the capital increment agreement dated 17 July 2013 (which was subsequently terminated by a termination agreement dated 27 September 2013) entered into, among others, Sino Million Investment Group Limited and 北京泰通恆業投資有 限公司 (Beijing Taitong Hengye Investment Company Limited) in relation to the subscription of increased registered capital in 新疆陽光忠興房地產開發有限公司 (Xinjiang Yangguan Zhongxing Real Estate Development Company Limited) at the subscription price of RMB46.66 million and agreement to make additional capital contribution of RMB93.34 million;

• (n) the sale and purchase agreement dated 22 July 2013 entered into between Ristora Investments Limited and Hao Tian Management (Hong Kong) Limited in relation to acquisition of 45,000,000 shares in HEC Capital Limited at the consideration of HK$270,000,000;

– 94 –

GENERAL INFORMATION

APPENDIX V

• (o) the facility agreement dated 26 September 2013 entered into between the Company, Hao Tian Finance Company Limited and China Minsheng Banking Corp., Ltd., Hong Kong Branch in relation to a loan facility of up to HK$450 million which were secured by certain security interests granted by members of the Group;

• (p) the rules for share award scheme adopted by the Company on 27 September 2013;

• (q) the sale and purchase agreement dated 8 November 2013 entered into between Mascotte Holdings Limited and Hao Tian Management (Hong Kong) Limited in relation to the sale of 531,575 shares in Sun Mass Funding Corporation at the consideration of HK$20,000,000;

• (r) the subscription agreement dated 2 December 2013 entered into between an investor and the Company in relation to subscription of bond in the principal amount HK$10,000,000 due 2020 as constituted by a bond instrument dated 2 December 2013; and

• (s) the Sale and Purchase Agreement.

7. EXPERTS’ CONSENT AND QUALIFICATION

The following is the qualification of the experts who have given opinion or advice which is contained in this circular:

Name Qualification Pan Asia Corporate Finance Limited A corporation licensed to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO Deloitte Touche Tohmatsu Certified public accountants

The letters and reports from each of the above experts are given as of the date of this circular for incorporation in this circular.

Each of the above experts has given and has not withdrawn its written consent to the issue of this circular with the inclusion therein of its reports, letters and/or opinions, as the case may be, and references to its name in the form and context in which it appears.

– 95 –

GENERAL INFORMATION

APPENDIX V

As at the Latest Practicable Date, none of the above experts had any direct or indirect shareholding in any member of the Enlarged Group, or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Enlarged Group or any interests, directly or indirectly, in any assets which have been, since 30 September 2013, being the date to which the latest published accounts of the Company were made up, acquired, disposed of or leased to any member of the Enlarged Group, or were proposed to be acquired, disposed of or leased to any member of the Enlarged Group.

8. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested directly or indirectly in any business, apart from their interest in the Company, which competes or is likely to compete with the business of the Group.

9. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2013, being the date to which the latest published audited consolidated financial statements of the Group were made up.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (Saturdays and public holidays excepted) at Rooms 4917-4932, 49th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong from the date of this circular up to and including the date which is 14 days from the date of this circular:–

• (a) the memorandum of association and the Articles of the Company;

• (b) the annual reports of the Company for the three years ended 31 March 2013;

• (c) the interim report of the Company for the six months ended 30 September 2013;

• (d) the financial information of the Disposal Group, the text of which is set out in Appendix II to this circular;

• (e) the report from Deloitte Touche Tohmatsu in respect of the unaudited pro forma financial information of the Remaining Group, the text of which is set out in section B of Appendix III to this circular;

– 96 –

GENERAL INFORMATION

APPENDIX V

• (f) the letter from the Independent Board Committee, the text of which is set out on page 16 and 17 of this circular;

• (g) the letter from the Independent Financial Adviser, the text of which is set out on pages 18 to 39 of this circular;

• (h) the written consent from each expert referred to in paragraph headed “Expert’s consent and qualification” in this appendix;

• (i) copy of the service contracts referred to in the paragraph headed “Service Contracts” in this appendix;

• (j) copy of the material contracts referred to in the paragraph headed “Material Contracts” in this appendix; and

• (k) this circular.

11. GENERAL

• (a) The secretary of the Company is Ms. Chan Lai Ping who has been admitted as a solicitor to the High Court of the Hong Kong Special Administrative and is experienced in corporate governance, compliance and company secretarial matters.

• (b) The Hong Kong branch share registrar and transfer office of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (d) The principal place of business of the Company in Hong Kong is at Rooms 49174932, 49th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong.

• (e) The English text of this circular will prevail over the Chinese text in the case of any inconsistency.

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PROCEDURES FOR POLL VOTING

APPENDIX VI

The chairman of the meeting will at the EGM demand, pursuant to article 66 of the Articles, poll voting on all resolutions set out in the notice of the EGM.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representatives, shall have one vote for every Share of which he/she is the holder.

A Shareholder present in person or by proxy or by authorised representatives who is entitled to more than one vote does not have to use all his/her votes (i.e., he/she can cast less votes than the number of Shares he/she holds or represents) or to cast all his/her votes the same way (i.e., he/she can cast some of his/her votes in favour of the resolution and some of his/her votes against the resolution).

The poll voting slip will be distributed to Shareholders or their proxies or authorised representatives upon registration of attendance at the EGM. Shareholders who want to cast all their votes entitled may mark a “✓” in either “FOR” or “AGAINST” box corresponding to the resolution to indicate whether he/she supports that resolution. For Shareholders who do not want to use all their votes or want to split votes in casting a particular resolution shall indicate the number of votes cast on a particular resolution in the “FOR” or “AGAINST” box, where appropriate, but the total votes cast must not exceed his/her entitled votes, or otherwise, the voting slip will be spoiled and the Shareholder’s vote will not be counted.

After closing the poll, the Company’s share registrar, Computershare Hong Kong Investor Services Limited, will act as scrutineer and count the votes and the poll results will be published after the EGM.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00474)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Hao Tian Development Group Limited (“ Company ”) will be held at Room 2702, 27/F, 200 Gloucester Road, Wanchai, Hong Kong on 14 March 2014 at 10:30 a.m. for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolutions:

ORDINARY RESOLUTION

“ THAT

• (a) the Sale and Purchase Agreement (as defined in the circular to shareholders of the Company dated 24 February 2014 a copy of which has been produced to the meeting and marked “A” and initialed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

• (b) the Disposal by the Company on the terms set out in the Sale and Purchase Agreement be and is hereby approved; and

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) the director(s) of the Company (“ Director(s) ”) be and are hereby authorised to do all such further acts and things and execute such further documents and take all steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the Sale and Purchase Agreement, all other transactions of the Company which arise following completion of the Sale and Purchase Agreement and all other transactions contemplated thereunder with any changes as such Director(s) may consider necessary, desirable or expedient.”

By Order of the Board Hao Tian Development Group Limited Chan Lai Ping Company Secretary

Hong Kong, 24 February 2014

Principal place of business in Hong Kong: Rooms 4917-4932, 49th Floor Sun Hung Kai Centre 30 Harbour Road, Wanchai Hong Kong

Notes:

1. A member entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint another person as his proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practise in Hong Kong), must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the above meeting or any adjournment thereof.

4. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should he so wish.

5. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

As at the date of this notice, the board comprises three executive Directors, namely Mr. Xu Hai Ying, Dr. Zhiliang Ou, JP (Australia), and Mr. Fok Chi Tak and three independent nonexecutive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Ma Lin, and Mr. Lam Kwan Sing.

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