Ascletis Pharma Inc. — Proxy Solicitation & Information Statement 2014

May 30, 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in World Houseware (Holdings) Limited, you should at once hand this circular, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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世界（集團）有限公司 WORLD HOUSEWARE (HOLDINGS) LIMITED (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 713)

MAJOR TRANSACTION CONSTRUCTION CONTRACTS

31 May 2014

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1 to 3
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4 to 8
Appendix I – Financial Information relating to the Group. . . . . . . . . . . . . . . . . . . .	9 to 11
Appendix II – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12 to 19

– i –

DEFINITIONS

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

• “Board”

the board of Directors

• “China Zhejiang Construction” China Zhejiang Construction Group (H.K.) Limited, a company incorporated in Hong Kong with limited liability

• “Company” World Houseware (Holdings) Limited, a company incorporated in the Cayman Islands and whose shares are listed in the Stock Exchange

• “Contract A” the construction contract entered with China Zhejiang Construction on 8 September 2013

• “Contract B” the construction contract entered with China Zhejiang Construction on 20 September 2013

• “Construction Contracts” Contract A and Contract B

• “Construction Works” the construction works to be carried out on in accordance with the terms of the tender document issued by South China for Contract A and Contract B

“Directors”

the directors of the Company from time to time

• “EGM” an extraordinary general meeting of the Company to be held to approve the Transaction contemplated thereto (if required)

• “Food Waste Business” a business for the recycling and manufacturing of food waste on the Premises

• “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 26 May 2014 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

– 1 –

DEFINITIONS

“Listing Rules”

“Major Joint Shareholders”

“Model Code”

“Practical Completion Certificates”

“PRC”

the Rules Governing the Listing of Securities on the Stock Exchange

Goldhill Profits Limited, which is wholly-owned by a discretionary trust of which Mr. Lee Tat Hing (the Chairman of the Company) and Mr. Lee Chun Sing and Mr. Lee Kwok Sing Stanley (the executive directors of the Company and the sons of Mr. Lee Tat Hing) and Madam Fung Mei Po (the Vice-Chairperson and Chief Executive Officer of the Company and the wife of Mr. Lee Tat Hing) are discretionary objects, is beneficially entitled to 280,895,630 shares in the issued share capital of the Company; Lees International Investments Limited, a company beneficial owned by Mr. Lee Tat Hing, is beneficially entitled to 28,712,551 shares in the issued share capital of the Company; Mr. Lee Tat Hing is beneficially entitled to 1,756,072 shares in the issued share capital of the Company and Madam Fung Mei Po is beneficially entitled to 39,121,087 shares in the issued share capital of the Company. All the above-named beneficial shareholders collectively are beneficially entitled to 350,485,340 shares representing approximately 51.81% of the issued share capital of the Company

the Model Code for Securities Transactions by Directors of Listed Issuers, Appendix 10 to the Listing Rules

the certificates issued by an architect when in his opinion the Construction Works are practically completed, he shall forthwith issue a certificate to that effect and practical completion of the Construction Works shall be deemed for all the purposes of the Construction Contracts to have taken place on the day named in such certificate

The People’s Republic of China

– 2 –

DEFINITIONS

“Premises”	All that piece of ground situate at Area 38 Tuen Mun, New
	Territories, Hong Kong comprising an area of 8,500 square
	metres or thereabouts, which said Area 38 Tuen Mun was
	allocated to the Director of Environmental Protection under
	Government Land Allocation [(No.TM425)] to be used for
	the purpose of a resource recovery park
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholder(s)”	shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“South China”	South China Reborn Resources (Zhongshan) Company
	Limited（華南再生資源（中山）有限公司）is a company
	incorporated in PRC which is wholly owned subsidiary of
	the Company
“Transaction”	The transactions in relation to the Construction Contracts
	concerning the Construction works
“World Houseware	World Houseware Producing Company Limited（世界家庭
Producing”	用具製品廠有限公司）incorporated in Hong Kong with
	limited liability, which is wholly owned subsidiary of the
	Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

– 3 –

LETTER FROM THE BOARD

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世界（集團）有限公司 WORLD HOUSEWARE (HOLDINGS) LIMITED (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 713)

Executive Directors: Mr. Lee Tat Hing (Chairman) Madam Fung Mei Po (Vice Chairperson and Chief Executive Officer) Mr. Lee Chun Sing (Vice Chairman) Mr. Lee Pak Tung Madam Chan Lai Kuen Anita Mr. Lee Kwok Sing Stanley

Non-executive Directors:

Mr. Cheung Tze Man Edward Mr. Wong Woon Chung Jonathan Independent Non-executive Directors: Mr. Tsui Chi Him Steve Mr. Hui Chi Kuen Thomas Mr. Ho Tak Kay Mr. Shang Sze Ming

Registered office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: Flat C, 18th Floor Bold Win Industrial Building 16-18 Wah Sing Street Kwai Chung New Territories Hong Kong

31 May 2014

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION CONSTRUCTION CONTRACTS

1. INTRODUCTION

Reference is made to the Company’s announcement made on 24 September 2013 concerning the Construction Contracts for the Construction Works on the Premises for the operation of the Food Waste Business dated 8 September 2013 and 20 September 2013, the contract sums amounted to HK$25,805,301 and HK$27,573,615.50 respectively.

– 4 –

LETTER FROM THE BOARD

Under Chapter 14 Rule 14.22 of the Listing Rules, the Company is required to aggregate the above two contract sums and treat them as if they were one transaction. As the aggregated figure amounted to HK$53,378,916.50, the Transaction is classified as a major transaction under Chapter 14 Rule 14.06 of the Listing Rules and is subject to the notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The purpose of this circular is to give you further details of the Transaction and other information prescribed by the Listing Rules.

Under Rule 14.44 of the Listing Rules, shareholders’ approval for the Transaction may be obtained by way of written shareholders’ approval in lieu of holding a general meeting if (a) no shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the transactions; and (b) written shareholders’ approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% in nominal value of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the Transaction.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the contracted party China Zhejiang Construction and its ultimate beneficial owner(s) are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules).

The Major Joint Shareholders of the Company are collectively and beneficially entitled to 350,485,340 shares in the issued share capital of the Company (approximately 51.81% of the issued share capital of the Company). The Major Joint Shareholders do not have any interest in the Transaction which is different to other Shareholders of the Company. The Major Joint Shareholders have given their written approval for the Transaction. After making necessary enquiries, no Shareholder is required to abstain from voting if the Company were to approve the Transaction at an EGM.

At the Latest Practicable Date and to the best of the Directors’ knowledge, information and belief, the Board is not aware that any Shareholder has a material interest in the Transaction other than being a Shareholder. As such, no Shareholder would be required to abstain from voting under the Listing Rules if the Company were to convene a general meeting for the approval of the Transaction.

– 5 –

LETTER FROM THE BOARD

2. PRINCIPAL TERMS OF THE CONSTRUCTION CONTRACTS

Date

Contract A: 8 September 2013 Contract B: 20 September 2013

Parties

For both Contract A and Contract B:

South China; and

China Zhejiang Construction

Scope of the Construction Works

Contract A: The scope of the Construction Works shall include the construction on the Premises: (i) the first factory building with gross floor area around 3,750 square metre; (ii) the emergency vehicle access; and (iii) all the external works around the building(s).

Contract B: The scope of the Construction Works shall include the construction of the second factory building with gross floor area around 4,800 square metre on the Premises.

Duration of the Construction Works

Contract A: The first factory building has been topped out and the emergency vehicle access and all the external works around the building(s) completed around 90% and the target completion date of the Construction Works is expected in June 2014. Progress payments paid and payable up to the Latest Practicable Date amounted to HK$19,079,884 and HK$2,698,692 respectively. The amount of HK$2,736,460 will be paid when the Construction Works are completed and the retention money amounted to HK$1,290,265.

Contract B: The second factory building has been topped out and completed around 88% and the target completion date of the Construction Works is expected in June 2014. Progress payments paid and payable up to the Latest Practicable Date amounted to HK$20,763,997 and HK$2,013,887 respectively. The amount of HK$3,417,050.50 will be paid when the Construction Works are completed and the retention money amounted to HK$1,378,681.

– 6 –

LETTER FROM THE BOARD

Contract sums, payment method and funding

Contract A: The contract sum is HK$25,805,301 in cash

Contract B: The contract sum is HK$27,573,615.50 in cash

The considerations of which were based on the works as specified in the tender conducted by South China for this purpose. The contract sums shall be payable at monthly interval in accordance with the progress of the Construction Works as agreed under the Construction Contracts.

South China will retain 5% from each progress payment as retention money. The retained funds will be released to China Zhejiang Construction after 12 months of the Practical Completion Certificates are issued.

China Zhejiang Construction will provide a guarantee of HK$5,000,000 to South China as a surety bond for any breach of its obligations under any term of the Construction Contracts.

3. REASONS FOR ENTERING INTO OF THE CONSTRUCTION CONTRACT

Reference is made to the announcement of the Company on 12 October 2012 relating to the grant of a legally binding lease of the Premises by the Chief Executive on behalf of the Government of Hong Kong to South China for the operation of a business for the recovery and/or recycling and/or reprocessing of food waste. The Construction Contracts relates to the Construction Works by South China on the Premises.

The scope of the construction works for Contract A shall include the construction on Premises: (i) the first factory building; (ii) the emergency vehicle access; and (iii) all the external works around the building(s).

The scope of the construction works for Contract B shall include the second factory building on the Premises.

All the above two buildings are for the purpose of the installation of food waste recycling production lines. The space of the first factory building enables to install 2 production lines at most and the space of the second factory building enables to install 4 production lines at most. At the beginning, the Company will install the first set of food waste recycling production line in the first factory building.

– 7 –

LETTER FROM THE BOARD

Each production line is combined by separate parts of machineries and systems for the production process included but not limited to food waste automatic input, bag-breaking, washing, decontamination, sterilization, segregation, deodorization, disinfection, dewatering, oil/water separating, shredding, fermentation, drying, packaging, automatic container washing, wastewater treatment and exhaust treatment. The processing capacity of each production line is around 95-100 tonnes of food waste per day.

The Directors consider that the terms of the Construction Contracts are fair and reasonable and is in the interests of the Company and its Shareholders as a whole. The Directors would recommend the Shareholders to vote in favour of the Transaction if the Company were to convene a general meeting to consider and approve the Transaction.

4. INFORMATION OF THE PARTIES

The Group is principally engaged in the design, manufacture and marketing of PVC and fabric household products, PVC pipes and fittings and property investment.

South China is engaged in the manufacturing of PVC and fabric household products and operating recycling and reborn resources related business.

The principal business activities of China Zhejiang Construction are construction of buildings and civil engineering works.

5. GENERAL

Your attention is drawn to the appendices to this circular which contain certain additional information in relation to the Company.

Yours faithfully,

For and on behalf of the Board

Lee Tat Hing

Chairman

– 8 –

FINANCIAL INFORMATION RELATING TO THE GROUP

APPENDIX I

1. INDEBTEDNESS

As at the close of business on 30 April 2014, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Company had other outstanding borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments of HK$263,031,000 (of which HK$258,031,000 was secured by certain investment properties, leasehold land and buildings, prepaid lease payments and bank deposits of the Company).

As at 30 April 2014, the Company had pledged certain investment properties, leasehold land and buildings, prepaid lease payments and bank deposits with an aggregate net book value of HK$266,800,000 to secure banking facilities granted to the Group.

Save as disclosed in this circular and apart from intra-group liabilities and normal accounts payables, the Group did not have any mortgages, charges, debentures, loan capital, bank loans and overdrafts, debt securities or other similar indebtedness, finance leases or hire purchase commitments, liabilities under acceptances or acceptances creditors, or any guarantees, or other contingent liabilities outstanding at the close of business on 30 April 2014.

The Directors are not aware of any material adverse changes in the Group’s indebtedness position and contingent liabilities since the Latest Practicable Date.

2. WORKING CAPITAL

The directors of the Company are of the opinion that, after taking into account the financial resources available to us including the available credit facilities, our internally generated funds and the cash flow impact of the major transaction in relation to the series of construction contracts, the Group has sufficient working capital to satisfy its requirements for at least the next 12 months following the date of this circular.

– 9 –

FINANCIAL INFORMATION RELATING TO THE GROUP

APPENDIX I

3. FINANCIAL EFFECT OF ENTERING INTO THE CONSTRUCTION CONTRACTS ON THE GROUP

The amounts of the contract sums are financed by the reallocation of internal resources of the Company amounted to around HK$23 million in which up to the Latest Practicable Date around HK$10 million has been paid to China Zhejiang Construction and the existing bank borrowings reserve of World Houseware Producing, another wholly owned subsidiary of the Company amounted to around HK$30 million, in which up to the Latest Practicable Date all the amount of HK$30 million has been paid to China Zhejiang Construction. Accordingly, the Construction Works for the Construction Contracts will increase the Group’s fixed assets and liabilities and may increase the debt-to-equity ratio, while it will decrease the current assets. The total cash outflow of the Company in the next 12 months in respect of the Construction Works is approximately HK$51 million. The Company does not expect the Construction Works for the Food Waste Business to have any material negative impact on its earnings, cash flow position or its business operations.

The original investment plan of the Company for the lease of the Premises from the tender to the Hong Kong Government has been changed owing to the fulfillment of certain Government’s licensing regulations, such as Ordinance and Regulations of Buildings Department, Environmental Protection Department and Fire Services Department. The budgeted construction plan for the construction costs has been changed from amounted to around HK$29 million to around HK$95100 million including Contract A, Contract B, construction contract entered into between South China and China Zhejiang Construction on 2 October 2013 amounted to HK$36,621,083.50, contract for lifts and contract for other additional construction works. The construction time for the construction works increased approximately 3 months for the said change. The targeted maximum processing capacity has been raised from around 143-150 tonnes per day to around 570-600 tonnes per day.

4. FINANCIAL AND OPERATIONAL PROSPECTS OF THE GROUP

The Directors consider that on completion, the Company’s Food Waste Business will generate additional sources of income for the Group and further diversify the Group’s business and will enhance the Group’s overall competitiveness and improve its business and financial performance.

– 10 –

APPENDIX I

FINANCIAL INFORMATION RELATING TO THE GROUP

The Directors expected that the construction of factory buildings and the installation of the first set of food waste recycling production line will be completed in around June to July 2014 and the trial operation of the Food Waste Business will then be commenced. The commercial operation of the Food Waste Business is expected to be commenced in around July to August 2014. Other production lines will be installed one by one at around half a year for each, but subject to the growth on the Food Waste Business and no change on future decision of the Company. The realization of the targeted maximum processing capacity around 570-600 tonnes per day will be attained based on the assumption that all 6 production lines have been installed.

The Company will provide collection services to the suppliers of the food waste, such as the households, hotels, restaurants, shopping malls, building management companies and food factories etc. and receive services fee income from them.

After the treatment of the food waste, the food waste will be converted into high protein content raw feed material, can be further processed as various kinds of feed in line with the market demand. Such raw feed material and/or various kinds of feed will be sold to feed production factories and/or customers in Hong Kong, PRC or overseas.

Mr. Lee Kwok Sing Stanley, an Executive Director of the Company, is the project manager and responsible for the Food Waste Business. Mr. Lee Kwok Sing, Stanley has over 10 years experience in waste management.

Mr. Lee Kwok Sing Stanley together with Mr. Lee Chun Sing, an Executive Director of the Company, Mr. Lee Hon Sing Alan, a director of South China and Ms. Xu Wen Ji, a prescription manager of South China, are the inventors of the food waste recycling production line, they formed a group for the research and development for the Food Waste Business of the Company.

– 11 –

GENERAL INFORMATION

APPENDIX II

1. 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 Group. 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 omission of which would make any statement herein or this circular misleading.

2. DIRECTORS’ DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors or the chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (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 they were taken or deemed to have under such provisions of the SFO); or were required pursuant to section 352 of the SFO to be entered in the register referred to therein; or were otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code, were as follows:

Name of directors Lee Tat Hing Fung Mei Po Lee Chun Sing Lee Kwok Sing Stanley Lee Pak Tung Hui Chi Kuen Thomas Chan Lai Kuen Anita

Number of issued ordinary shares held Percentage of the issued share capital of the Company Personal interests Family interests Corporate interests Other interests Total 1,756,072 39,121,087 (a) 28,712,551 (c) 280,895,630 (d) 350,485,340 51.81% 39,121,087 30,468,623 (b) – 280,895,630 (d) 350,485,340 51.81% 21,815,830 240,000 (e) – 280,895,630 (d) 302,951,460 44.79% 17,280 – – 280,895,630 (d) 280,912,910 41.53% 2,766,448 – – – 2,766,448 0.41% 100,000 – – – 100,000 0.01% 2,623 – – – 2,623 –

Notes:

• (a) Mr. Lee Tat Hing is the husband of Madam Fung Mei Po whose personal interests are therefore also the family interests of Mr. Lee Tat Hing.

• (b) Madam Fung Mei Po is the wife of Mr. Lee Tat Hing whose personal and corporate interests are therefore also the family interests of Madam Fung Mei Po.

• (c) The shares are held by Lees International Investments Limited, a company wholly owned by Mr. Lee Tat Hing.

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GENERAL INFORMATION

APPENDIX II

• (d) The shares are held by Goldhill Profits Limited which is wholly owned by a discretionary trust of which Mr. Lee Tat Hing, Madam Fung Mei Po, Mr. Lee Chun Sing and Mr. Lee Kwok Sing Stanley are discretionary objects.

• (e) The shares are held by Madam Lai Lai Wah, the wife of Mr. Lee Chun Sing whose personal interests are also the family interests of Mr. Lee Chun Sing.

As at the Latest Practicable Date, the following directors had personal interests in the deferred non-voting shares of certain subsidiaries of the Company:

		Number of
		deferred
		non-voting
Name of directors	Name of subsidiaries	shares held
Fung Mei Po	World Home Linen Manufacturing	100
	Company Limited
Lee Pak Tung	Hong Kong PVC Placemat	25,000
	Manufacturing Company Limited

The deferred shares do not carry any rights to vote at general meetings of these subsidiaries or to participate in any distributions of profits until the profits of these subsidiaries which are available for dividend exceed HK$10 billion, or to receive a return of capital until a total sum of HK$10 billion has been distributed to the ordinary shareholders of each of these subsidiaries.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had or was deemed to have any interest or short position in the Shares, underlying Shares and debentures of the Company or any of its associated corporations 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 they were taken or deemed to have under such provisions of the SFO); or which were required pursuant to section 352 of the SFO to be entered in the register referred to therein; or were otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transaction by Directors of Listed Companies.

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GENERAL INFORMATION

APPENDIX II

Substantial Shareholders

As at the Latest Practicable Date, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that, other than the interests in shares disclosed above in respect of the directors of the Company, the Company has not been notified of any other interests representing 5 percent or more of the Company’s issued share capital as at the Latest Practicable Date.

Save as disclosed in this circular, the directors and chief executive of the Company are not aware of any other person who, as at the Latest Practicable Date, had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Part XV of the SFO.

Share Options and Directors’ Rights to Acquire Shares or Debentures

The following table discloses the Company’s share option as at the Latest Practicable Date:

				Outstanding
				as at
		Exercise	Exercisable	the Latest
	Date of grant	price	period	Practicable Date
		HK$
		(Note 1)
Category 1: Directors
Lee Tat Hing	24.10.2011	0.237	24.10.2011 to	6,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	6,500,000
			11.11.2022
Fung Mei Po	24.10.2011	0.237	24.10.2011 to	6,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	6,500,000
			11.11.2022
Lee Chun Sing	24.10.2011	0.237	24.10.2011 to	6,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	6,500,000
			11.11.2022

– 14 –

GENERAL INFORMATION

APPENDIX II

				Outstanding
				as at
		Exercise	Exercisable	the Latest
	Date of grant	price	period	Practicable Date
		HK$
		(Note 1)
Lee Kwok Sing Stanley	24.10.2011	0.237	24.10.2011 to	5,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	6,500,000
			11.11.2022
Lee Pak Tung	24.10.2011	0.237	24.10.2011 to	2,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	3,000,000
			11.11.2022
Chan Lai Kuen Anita	24.10.2011	0.237	24.10.2011 to	2,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	3,000,000
			11.11.2022
Cheung Tze Man Edward	24.10.2011	0.237	24.10.2011 to	1,000,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	1,000,000
			11.11.2022
Tsui Chi Him Steve	24.10.2011	0.237	24.10.2011 to	600,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	600,000
			11.11.2022
Hui Chi Kuen Thomas	24.10.2011	0.237	24.10.2011 to	600,000
			23.10.2021
	12.11.2012	0.309	12.11.2012 to	600,000
			11.11.2022

– 15 –

GENERAL INFORMATION

APPENDIX II

Date of grant Exercise price Exercisable period HK$ (Note 1) Ho Tak Kay 24.10.2011 0.237 24.10.2011 to 23.10.2021 12.11.2012 0.309 12.11.2012 to 11.11.2022 Category 2: Employees 24.10.2011 0.237 24.10.2011 to 23.10.2021 12.11.2012 0.309 12.11.2012 to 11.11.2022	Outstanding as at the Latest Practicable Date 600,000 600,000 17,000,000 20,500,000
	102,100,000

Note 1: These share options are exercisable, starting from the date of options granted for a period of 10 years.

Save as disclosed above, none of the above share options were exercised since the date of grant.

Other than as disclosed above at no time during the year was the Company or any of its subsidiaries a party to any arrangements to enable the directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.

– 16 –

GENERAL INFORMATION

APPENDIX II

3. DIRECTORS’ INTEREST IN CONTRACTS

• (a) As at the Latest Practicable Date, no Director was materially interested in any contract or arrangement subsisting which is significant in relation to the business of the Group taken as a whole.

• (b) Since the date to which the latest published audited financial statements of the Group were made up, none of the Directors has had any direct or indirect interest in any assets acquired or disposed of or leased to or proposed to be acquired or disposed of by any member of the Group.

4. DIRECTOR’S INTEREST IN COMPETING BUSINESSES

As at the Latest Practicable Date, none of the Directors and their respective associates has an interest in any business which competes or may compete, either directly or indirectly, with the business of the Group or have or may have any other conflict of interest with the Group pursuant to the Listing Rules.

5. SERVICE CONTRACTS

No Director has entered into a service contract with any member of the Group which does not expire or is not terminable by such member of the Group within one year without payment of compensation, other than statutory compensation.

6. LITIGATION

No member of the Group is engaged in any litigation or claims of material importance known to the directors to be pending or threatened against any members of the Group.

7. 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 or prospects of the Group since 31 December 2013, being the date to which latest published audited consolidated financial statements of the Group were made up.

– 17 –

GENERAL INFORMATION

APPENDIX II

8. MATERIAL CONTRACTS

The Construction Contracts including Contract A, Contract B and the following contract (being contracts not entered into in the ordinary course of business) entered into by members of the Group within the two years immediately preceding the Latest Practicable Date which are material:

Construction contract entered into between South China and China Zhejiang Construction on 2 October 2013 for the construction works shall include the construction on the Premises (i) an administration building; (ii) a storage building; and (iii) all the electrical and mechanical works for the operation of the Food Waste Business amounted to HK$36,621,083.50. The contract sum shall be payable at monthly interval in accordance with the progress of the construction works as agreed under the construction contract.

Save as disclosed above, no other material contract (being contracts not entered into in the ordinary course of business) has been entered into by the Group within the two years immediately preceding the Latest Practicable Date.

9. MISCELLANEOUS

• (a) There is no contract or arrangement entered into by any member of the Group subsisting at the Latest Practical Date in which any Director is materially interested and which is significant in relation to the business of the Group.

• (b) None of the Directors has any direct or indirect interests in any assets which have been acquired or disposed of by or leased to, which are proposed to be acquired or disposed of by or leased to, the Company or any of its subsidiaries since 31 December 2013, the date to which the latest published audited consolidated financial statements of the Group were made up.

• (c) The Secretary of the Company is Mr. Tsui Chi Yuen, CPA.

• (d) The Company’s Hong Kong branch share register and transfer office is Tricor Secretaries Limited, which is situated at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

• (e) The circular has been prepared in both English and Chinese. In the case of any discrepancy, the English text shall prevail.

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GENERAL INFORMATION

APPENDIX II

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during the normal business hours at any weekday (public holidays excepted) at our head office of Flat C, 18th Floor, Bold Win Industrial Building, 16-18 Wah Sing Street, Kwai Chung, New Territories, Hong Kong up to and including 16 June 2014.

• (a) The memorandum of association and bye-laws of the Company;

• (b) the material contracts referred to in the section headed “Material Contracts” of this Appendix;

• (c) The audited consolidated financial statements of the Company and its subsidiaries for the three financial years ended 31 December 2011, 31 December 2012 and 31 December 2013; and

• (d) this circular.

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