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APT Satellite Holdings Limited Proxy Solicitation & Information Statement 2003

Sep 10, 2003

49643_rns_2003-09-10_a1af8af6-6eff-4bb5-8385-96eca539d66c.pdf

Proxy Solicitation & Information Statement

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IMPORTANT

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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

If you have sold or transferred all your shares in APT Satellite Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

(Incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

Satellite Procurement Amendment Agreement entered into between a subsidiary of the Company and Space Systems/Loral, Inc. concerning the purchase of APSTAR V and Satellite Transponder Agreement entered into between a subsidiary of the Company and Loral Orion, Inc. for the lease of certain transponders on APSTAR V and

Satellite Agreement entered into between a subsidiary of the Company and Loral Orion, Inc. for the joint acquisition of APSTAR V

10 September 2003

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Satellite Procurement Amendment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Satellite Transponder Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
The Satellite Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Reasons for entering into the Satellite Procurement
Amendment Agreement, the Satellite Transponder
Agreement and the Satellite Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Disclosure of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Service Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DEFINITIONS

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

a new satellite based on a FS1300 model satellite with 38 C-band and 16 Ku-band transponders to be constructed pursuant to the Satellite Procurement Agreement

all of the transponders on APSTAR V except for the Loral Orion Transponders

  • “APT (HK)”

  • APT Satellite Company Limited, a limited liability company incorporated in Hong Kong with a principal place of business in Hong Kong

  • “Common Elements”

  • elements on APSTAR V that are common to and or shared by the Loral Orion Transponders and the APT Transponders and support the operation of such transponders

  • “Company”

  • APT Satellite Holdings Limited, a company incorporated in Bermuda with limited liability

  • “CondoSat Agreement”

  • means the agreement dated 10 December 2002 and entered into between APT (HK) and Loral Orion for the joint acquisition of APSTAR V which formalized terms set out in the Term Sheet

  • “Contractor”

  • Space Systems/Loral, Inc., a corporation organized and existing under the laws of the State of Delaware, U.S.A. with its principle place of business in California, U.S.A.

  • “Directors”

the directors of the Company

  • “End of Life”

  • the date on which the actual orbital maneuver life of a satellite is permanently terminated

  • “Ground Equipment”

  • means the equipment to be provided by the Contractor to APT (HK) under the Ground Equipment Contract including a dynamic spacecraft simulator and telemetry, tracking and control, data processing and baseband systems

  • “Ground Equipment Contract”

  • the agreement dated 26 August 2003 entered into between APT (HK) and the Contractor which sets out the terms of purchase by APT (HK) of the Ground Equipment which were originally to be purchased by APT (HK) under the Satellite Procurement Agreement

  • “Group”

the Company and its subsidiaries

– 1

DEFINITIONS

  • “Initial Loral Orion Transponders”

  • “Latest Practicable Date”

  • “Launch Contractor”

  • “Launch Agreement”

  • “Lease Term”

  • “Listing Rules”

  • “Loral Orion”

  • “Loral Orion Transponders”

  • the 6 standard C-band transponders, 2.5 extended C-band transponders and 4 Ku-band transponders to be taken up by Loral Orion by payment of approximately US$57.5 million directly to the Contractor

  • 4 September 2003 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

  • Sea Launch Limited Partnership, an exempt limited partnership organized under the laws of the Cayman Islands and acting through its general partner, Sea Launch Company, LLC, a United States of America limited liability company organized under the laws of the State of Delaware

  • the agreement dated 20 December 2002 entered into between APT (HK), the Contractor and the Launch Contractor whereby the Launch Contractor will provide launch services for the launching of APSTAR V during the 3-month launch window period from 15 August 2003 until 15 November 2003 on launch vehicle Zenit 3SL as amended on 25 August 2003 to take into account the transfer of title of APSTAR V from the Contractor to Loral Orion as set out in the Satellite Procurement Amendment Agreement

  • the period commencing upon transfer of title to the Satellite from the Contractor to Loral Orion pursuant to the Satellite Procurement Agreement as amended by the Satellite Procurement Amendment Agreement and continuing thereafter until the End of Life of APSTAR V

  • the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited

  • Loral Orion, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America with its principle place of business in New Jersey, United States of America

  • the 12 standard frequency C-band transponders, 6 extended frequency C-band transponders, and 7 Ku-band transponders of APSTAR V

– 2 –

DEFINITIONS

  • “Remaining Loral Orion Transponders”

  • the 6 standard C-band transponders, 3.5 extended C-band transponders and 3 Ku-band transponders to be taken up by Loral Orion by the payment to APT (HK) of installments ranging from approximately US$6.8 million to approximately US$18.13 million for an aggregate payment of approximately US$57.5 million over a period of 5 years from the in-service date of APSTAR V

  • “Satellite Agreement”

  • the agreement dated 26 August 2003 entered into between APT (HK) and Loral Orion amending the CondoSat Agreement for the joint-acquisition of APSTAR V

  • “Satellite Procurement Agreement”

  • the agreement dated 8 January 2001 for the procurement of the design, manufacturing, tests and delivery of APSTAR V which was approved by shareholders of the Company

  • “Satellite Transponder Agreement”

  • the agreement dated 26 August 2003 entered into between APT (HK) and Loral Orion for the lease of the APT Transponders

  • “SFO”

  • the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

  • “Stock Exchange”

The Stock Exchange of Hong Kong Limited

  • “Term Sheet”

  • the binding term sheet executed on 20 September 2002 which sets out the terms and conditions upon which Loral Orion has agreed to participate in the development of APSTAR V together with APT (HK) on a 50%-50% basis through the taking up of the Loral Orion Transponders and 50% of the Common Elements and which makes amendments to the Satellite Procurement Agreement

  • “US$” United States dollars

  • “%”

  • per cent

– 3 –

LETTER FROM THE CHAIRMAN

(Incorporated in Bermuda with limited liability)

Executive Directors CHEN Zhaobin (President) HE Dongfeng (Vice President) CUI Xinzheng (Vice President)

Non-executive Directors LIU Ji Yuan (Chairman) ZHOU Ze He (Vice Chairman) WONG Hung Khim YIN Yen-liang LIM Toon WU Zhen Mu WU Hongju WU Jinfeng LIM Shyong TAY Chek Khoon TSENG Ta-mon CHEN Chi-chuan (Alternate Director to Yin Yen-liang) LIM Wee Seng (Alternate Director to Lim Shyong)

Registered Office Clarendon House 2 Church Street Hamilton, HM11 Bermuda

Principal Office in Hong Kong Rooms 3111-3112, 31st Floor One Pacific Place 88 Queensway Hong Kong

Independent Non-executive Directors

YUEN Pak Yiu, Philip HUAN Guocang

8 September 2003

To the shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION

Satellite Procurement Amendment Agreement entered into between a subsidiary of the Company and Space Systems/Loral, Inc. concerning the purchase of APSTAR V and

Satellite Transponder Agreement entered into between a subsidiary of the Company and Loral Orion, Inc. for the lease of certain transponders on APSTAR V and

Satellite Agreement entered into between a subsidiary of the Company and Loral Orion, Inc. for the joint acquisition of APSTAR V

INTRODUCTION

It was announced on 28 August 2003 that APT (HK), a wholly owned subsidiary of the Company, executed the Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement on 26 August 2003 with the Contractor and Loral Orion, each of which are independent

– 4 –

LETTER FROM THE CHAIRMAN

third parties not associated with the Directors, chief executive officer and substantial shareholder of the Company and any of its subsidiaries or any of their associates as defined in the Listing Rules. The Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement set out the terms and conditions on which the title to APSTAR V will be transferred to Loral Orion upon intentional ignition under the Launch Agreement rather than APT (HK) and simultaneously therewith APT (HK) will have an irrevocable lease for the Lease Term.

The transactions contemplated under the Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement constitute a discloseable transaction for the Company. The purpose of this circular is to provide the Shareholders with further information on the Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement.

THE SATELLITE PROCUREMENT AMENDMENT AGREEMENT

Details of the Satellite Procurement Amendment Agreement are set out in the following:

Date

26 August 2003

Parties

  1. the Contractor, a party independent of the Directors, chief executive officer and substantial shareholder of the Company and its subsidiaries and their respective associates as defined in the Listing Rules; and

  2. APT (HK), a wholly-owned subsidiary of the Company

Subject matter

Under the Satellite Procurement Agreement the Contractor is to provide to APT (HK) the design, manufacturing, tests and delivery of APSTAR V, a high power satellite based on a FS1300 model satellite with 38 C-band and 16 Ku-band transponders, including ancillary launch and operation support services, data, training and equipment. Full details of the Satellite Procurement Agreement were disclosed under an announcement dated 8 January 2001, a circular dated 6 February 2001 and the same was approved by the shareholders of the Company.

Under the Term Sheet, Loral Orion had agreed to participate in the development of APSTAR V together with APT (HK) on a 50%-50% basis through the taking up of the Loral Orion Transponders and 50% of the Common Elements. Full details of the Term Sheet were disclosed under an announcement dated 20 September 2002 and a circular dated 7 October 2002.

Under the Satellite Procurement Amendment Agreement title to all of APSTAR V will be transferred from the Contractor to Loral Orion rather than APT (HK) as originally set out in the Satellite Procurement Agreement. In consideration for this arrangement, APT (HK) and Loral Orion have entered into the Satellite Transponder Agreement the details of which are set out below.

– 5 –

LETTER FROM THE CHAIRMAN

Under the Satellite Procurement Agreement APT was also to purchase the Ground Equipment. Because of the arrangements set out in the Satellite Procurement Amendment Agreement where title to APSTAR V would pass to Loral Orion rather than APT (HK), APT (HK) and the Contractor have separately entered into the Ground Equipment Contract to provide for the delivery of the Ground Equipment which were originally to be purchased by APT (HK) under the Satellite Procurement Agreement.

THE SATELLITE TRANSPONDER AGREEMENT

Details of the Satellite Transponder Agreement are set out in the following:

Date

26 August 2003

Parties

  1. Loral Orion, a party independent of the Directors, chief executive officer and substantial shareholder of the Company and its subsidiaries and their respective associates as defined in the Listing Rules; and

  2. APT (HK), a wholly-owned subsidiary of the Company

Subject matter

Under the Satellite Transponder Agreement Loral Orion has offered to lease, and APT (HK) has agreed to lease forty-one and one-half (41 and 1/2) transponders (comprising both the APT Transponders and the Remaining Loral Orion Transponders) out of a total of fifty-four (54) transponders on APSTAR V for the Lease Term. APT (HK)’s payments made under the Satellite Procurement Agreement as amended by the Satellite Procurement Amendment Agreement, the Ground Equipment Contract, the Launch Agreement and in respect of launch insurance shall constitute payment of all charges for Loral Orion’s provision of the transponders under the Satellite Transponder Agreement. APT (HK)’s leasehold interest over the Remaining Loral Orion Transponders will terminate in stages over a 5-year period when Loral Orion makes payment for such transponders pursuant to the Satellite Agreement as described below.

Under the Satellite Transponder Agreement APT (HK) has the option to purchase the APT Transponders on the last day of the Lease Term for a sum of US$1.00 subject to United States government export licenses being obtained.

THE SATELLITE AGREEMENT

Details of the Satellite Agreement are set out in the following:

Date

26 August 2003

– 6 –

LETTER FROM THE CHAIRMAN

Parties

  1. Loral Orion, a party independent of the Directors, chief executive officer and substantial shareholder of the Company and its subsidiaries and their respective associates as defined in the Listing Rules; and

  2. APT (HK), a wholly-owned subsidiary of the Company

Subject Matter

The Satellite Agreement amends the CondoSat Agreement which provided terms and conditions for the joint acquisition of APSTAR V. The CondoSat Agreement formalized the terms of the Term Sheet. Under the Term Sheet and the CondoSat Agreement Loral Orion agreed to participate in the development of APSTAR V together with APT (HK) on a 50%-50% basis through the taking up of the Loral Orion Transponders and 50% of the Common Elements.

The Satellite Agreement has been entered into to reflect the terms of the Satellite Procurement Amendment Agreement and the Satellite Transponder Agreement. Under the CondoSat Agreement, Loral Orion and APT (HK) were each to take title to the Loral Orion Transponders and APT Transponders respectively. However, since the United States export licenses have not yet been obtained title to all of APSTAR V shall be transferred to Loral Orion upon intentional ignition in accordance with the Satellite Procurement Amendment Agreement.

The Satellite Agreement sets out the relationship whereby Loral Orion will have unencumbered title to the Initial Loral Orion Transponders upon intentional ignition of the Satellite with the remaining transponders on APSTAR V being subject to the leasehold interest of APT (HK) created under the Satellite Transponder Agreement. Under the Satellite Agreement APT (HK) shall release its leasehold interest over the Remaining Loral Orion Transponders so that Loral Orion shall have unencumbered title to the Remaining Loral Orion Transponders in stages over a 5-year period from the in-service date of APSTAR V subject to payment of installments ranging from approximately US$6.8 million to approximately US$18.13 million.

The total costs for the joint acquisition of APSTAR V are still to be approximately US$115 million for each of Loral Orion and APT (HK) as reported in the Company’s announcement and circular dated 20 September 2002 and 7 October 2002 respectively. However, through commercial negotiations between the parties the Loral Orion Transponders total 25 under the Satellite Agreement rather than 27 as set out in the Term Sheet and the CondoSat Agreement. This will result in APT (HK) having an increase from 27 transponders under the Term Sheet and the CondoSat Agreement to 29 transponders under the Satellite Agreement.

ADDITIONAL INFORMATION

Pursuant to a side letter agreement dated 26 August 2003 Loral Orion will continue to pursue the necessary United States export licenses necessary for the transfer of title to APSTAR V to APT (HK). Upon such export licenses being obtained title to APSTAR V will automatically be assigned and transferred to APT (HK) without any further consideration.

– 7 –

LETTER FROM THE CHAIRMAN

The Contractor has filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code on 15 July 2003. Based on the information available up to the date of this circular, the Directors have no reason to believe that APSTAR V cannot be delivered as scheduled. However, each of the Satellite Procurement Amendment Agreement, Satellite Transponder Agreement and Satellite Agreement are subject to approval by the United States Bankruptcy Court for the Southern District of New York and the Directors are of the view that such approval will be obtained. The Satellite Procurement Agreement and the CondoSat Agreement are currently still binding on the parties thereto but are subject to the United States Bankruptcy Code and based on information available up to the date of this circular the Directors are of the view that the parties to the Satellite Procurement Agreement and the CondoSat Agreement will continue to perform their respective obligations under the same.

It was reported in the 2002 Annual Report of the Company that delivery of APSTAR V was expected to be in July 2003. At present APSTAR V is ready for delivery to the Launch Contractor. Final United States licenses for the launch of APSTAR V are currently being obtained for launch by the Launch Contractor in November 2003.

REASONS FOR ENTERING INTO THE SATELLITE PROCUREMENT AMENDMENT AGREEMENT, THE SATELLITE TRANSPONDER AGREEMENT AND THE SATELLITE AGREEMENT

The entering into of the Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement will allow for APSTAR V to be put into commercial operation without the need to obtain United States export licenses because APT (HK) will obtain an irrevocable leasehold interest in the APT Transponders under the Satellite Transponder Agreement. The Directors consider that entering into the Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement will allow for the timely replacement of APSTAR I so that satellite transponder services of the Group can be enhanced. The Satellite Procurement Amendment Agreement, the Satellite Transponder Agreement and the Satellite Agreement will not adversely impact the business and future plans of the Group since the leasehold interests under the Satellite Transponder Agreement will allow APT (HK) to carry on its business in a normal fashion and without impact on the lease of the APT Transponders by the Group to third parties.

GENERAL

The Company and its subsidiaries are engaged in the provision of satellite transponder services for the international and Asia-Pacific broadcasting and telecommunications sectors. APSTAR V will be used for broadcasting services including satellite television broadcasting, and telecommunications services including very small aperture terminal services, Internet applications and voice and data transmissions under the fixed carrier licence.

– 8 –

LETTER FROM THE CHAIRMAN

FURTHER INFORMATION

Your attention is drawn to the further information contained in the appendix to this circular.

By order of the board of APT Satellite Holdings Limited Liu Ji Yuan Chairman

– 9 –

GENERAL

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors

As at the Latest Practicable date, the interests of each Directors and the chief executive of the Company were interested, or were deemed to be interested in the long and short positions in the shares and underlying shares of the Company or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register maintained by the Company under section 352 of the SFO or which are required to be notified to the company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code respectively were as follows:

Name of Directors and Nature Number of Number of
chief executives of interests shares held share options(1)
Chen Zhaobin Personal 2,200,000
(Executive Director & President)
Cui Xinzheng Personal 1,200,000
(Executive Director & Vice President)
Lo Kin Hang, Brian Personal 5,000 800,000
(Vice President & Company Secretary)

(1) The share options were granted on 19 June 2001 under the share option scheme adopted at the annual general meeting of the Company held on 22 May 2001 and all the above share options have an exercise price of HK$2.765 per share and are exercisable within the period from 22 May 2003 to 21 May 2011.

Save as disclosed in this circular, as at the Latest Practicable date, none of the Directors and the chief executive of the Company were interested, or were deemed to be interested in the long and short positions in the shares and underlying shares of the Company or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register maintained by the Company under section 352 of the SFO or which are required to be notified to the company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code respectively.

– 10 –

GENERAL

APPENDIX

(b) Interests of substantial shareholders

As at the Latest Practicable Date, according to the register of interests in shares and short positions kept by the Company pursuant to Division 2 and 3 of Part XV and section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiries by the Directors, the following companies were directly or indirectly interested in 5 per cent or more of the issued share capital of the Company:

Number of % of issued
Name Note shares interested share capital
APT Satellite International Company
Limited 214,200,000 51.84
China Aerospace Science & Technology
Corporation 1 37,200,000 9.00
China Aerospace International
Holdings Limited 1 31,200,000 7.55
Sinolike Investments Limited 1 31,200,000 7.55
Temasek Holdings (Private) Limited 2 22,800,000 5.52
Singapore Telecommunications Limited 2 22,800,000 5.52
Singasat Private Limited 2 22,800,000 5.52

Note:

  1. China Aerospace Science & Technology Corporation was deemed to be interested in the shares of the Company by virtue of its 41.86% shareholding in China Aerospace International Holdings Limited, which was deemed to be interested in the shares of the Company by virtue of its 100% shareholding in Sinolike Investments Limited, which was deemed to be interested in the shares of the Company by virtue of its 100% shareholding in CASIL Satellite Holdings Limited which holds 14,400,000 shares of the Company.

  2. Temasek Holdings (Private) Limited was deemed to be interested in the shares of the Company by virtue of its 67.16% shareholding in Singapore Telecommunications Limited, which was deemed to be interested in the shares of the Company by virtue of its 100% shareholding in Singasat Private Limited.

Save as disclosed herein, the Directors and the chief executive of the Company are not aware of any other person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Division 2 and 3 of Part XV of the SFO, or, who was directly or indirectly interested in 10 per cent 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.

3. LITIGATION

So far as the Directors are aware, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration or claims which is in the opinion of the Directors of material importance and no litigation or claims which is in the opinion of the Directors of material importance is known to the Directors to be pending or threatened by or against any member of the Group.

– 11 –

GENERAL

APPENDIX

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into any service contracts with the Company or any other member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. GENERAL

  • (a) The secretary of the Company is Lo Kin Hang, Brian, MScIT, MBA, FCIS, CEng, MIEE.

  • (b) The principal office of the Company in Hong Kong is at Rooms 3111-3112, 31st Floor, One Pacific Place, 88 Queensway, Hong Kong.

  • (c) The branch share registrar of the Company in Hong Kong is Tengis Limited at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

  • (d) The English text of this circular shall prevail over the Chinese text.

– 12 –