Autohome Inc. — Proxy Solicitation & Information Statement 2005

Feb 16, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Golik Holdings Limited, you should at once hand this circular to the purchaser(s) or transferee(s) or to the licensed securities dealer, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

GOLIK HOLDINGS LIMITED 高力集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1118)

DISCLOSEABLE TRANSACTION –

SALE OF EQUITY INTEREST IN A JOINT VENTURE IN THE PEOPLE’S REPUBLIC OF CHINA AND

FORMATION OF A JOINT VENTURE

8 February 2005

* for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Subscription and Shareholders’ Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .	6
The Equity Interest Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
The Equity Joint Venture Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on Tianjin Golik and Bridon Tianjin JV . . . . . . . . . . . . . . . . . . . . . . . .	11
Group structure before and after completion of the Agreements . . . . . . . . . . . . .	12
Reasons for the transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

Appendix – General information

ndix – General information
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Directors’ interests in securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Service contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Competing interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

DEFINITIONS

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

“Agreements”	the Subscription and Shareholders’ Agreement, the
	Equity Interest Transfer Agreement and the Equity
	Joint Venture Contract;
“associates”	has the meaning ascribed thereto in the Listing Rules;
“Board”	the board of Directors;
“Bridon HK”	Bridon Hong Kong Limited, a company incorporated
	in Hong Kong;
“Bridon Tianjin JV”	Tianjin Bridon Rope Ltd. (天津布頓鋼絲繩有限公司),
	a sino-foreign equity joint venture to be established in
	the PRC;
“China Rope”	China Rope Holdings Limited, a company incorporated
	in Hong Kong;
“China Rope Share(s)”	share(s) in the capital of China Rope;
“CMTH”	China Metal Technology Holdings Limited (中國金屬
	科枝集團有限公司), an indirect wholly-owned
	subsidiary of the Company;
“Company”	Golik Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, whose
	shares are listed on the Stock Exchange;
“Directors”	the directors of the Company;
“Equity Interest Transfer	the equity interest transfer agreement dated 21 January
Agreement”	2005 entered into between CMTH and China Rope in
	relation to the Transfer, as more particularly described
	in the paragraph headed “The Agreements – The
	Equity Interest Transfer Agreement” in the letter from
	the Board;
“Equity Joint Venture Contract”	the amended and restated equity joint venture contract
	dated 21 January 2005 entered into between China
	Rope and Party A, more particularly described in the
	paragraph headed “The Agreements – The Equity Joint
	Venture Contract” in the letter from the Board;

– 1 –

DEFINITIONS

“Group”	the Company and its subsidiaries; and members of
	the Group shall be construed accordingly;
“Hong Kong”	The Hong Kong Special Administrative Region of the
	PRC;
“Independent Third Party”	a party who is not connected with the directors, chief
	executive or substantial shareholders of the Company,
	its subsidiaries or any of their respective associates;
“Latest Practicable Date”	4 February 2005, being the latest practicable date for
	ascertaining certain information referred to herein
	prior to the printing of this circular;
“Listing Rules”	The Rules Governing the Listing of Securities on the
	Stock Exchange;
“New JV Documents”	the Equity Joint Venture Contract and the amended
	and restated articles of association of Bridon Tianjin
	JV;
“Party A”	天津鋼線鋼纜集團有限公司(Tianjin Steel Wire and
	Cable Group Ltd.*);
“PRC”	The People’s Republic of China, which for the sole
	purpose of this circular excludes Hong Kong, Macau
	Special Administrative Region and Taiwan;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
“Share(s)”	ordinary share(s) of HK$0.10 each in the capital of the
	Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Subscription”	the subscription of an aggregate of 18,152,854 China
	Rope Shares by the Company and Bridon HK pursuant
	to the Subscription and Shareholders’ Agreement;
“Subscription and Shareholders’	the subscription and shareholders’ agreement dated
Agreement”	21 January 2005 entered into among the Company,
	Bridon HK and China Rope in relation to the
	Subscription, as more particularly described in the
	paragraph headed “The Agreements – The Subscription
	and Shareholders’ Agreement” in the letter from the
	Board;

– 2 –

DEFINITIONS

“Tianjin Golik”	天津高力一繩鋼絲繩有限公司(Tianjin Golik No. 1 Steel
	Wire Rope Co., Ltd.*), a sino-foreign joint venture
	established in the PRC and the predecessor of Bridon
	Tianjin JV prior to the increase in registered capital
	and the change of name;
“Transfer”	the transfer of 51% equity interest in Tianjin Golik by
	CMTH to China Rope pursuant to the Equity Interest
	Transfer Agreement;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“RMB”	Reminbi, the lawful currency of the PRC;
“US$”	United States dollars, the lawful currency of the United
	States of America; and
“%”	per cent.

* for identification purposes only

In this circular, the following conversion rates are adopted:

RMB1.06 = HK$1.00 US$1.00 = HK$7.80

The conversion rate is for the purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be exchanged at the aforementioned or any other rates.

– 3 –

LETTER FROM THE BOARD

GOLIK HOLDINGS LIMITED 高力集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1118)

Executive Directors:

Mr. Pang Tak Chung (Chairman) Mr. Ho Wai Yu, Sammy (Vice-Chairman) Mr. John Cyril Fletcher

Registered office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Non-executive Director:

Mr. Robert Keith Davies

Independent Non-executive Directors:

Mr. Yu Kwok Kan, Stephen Mr. Chan Yat Yan Mr. Lo Yip Tong

Head office and principal place

of business in Hong Kong: Suite 5608, Central Plaza 18 Harbour Road Wanchai Hong Kong

8 February 2005

To the shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION – SALE OF EQUITY INTEREST IN A JOINT VENTURE IN THE PEOPLE’S REPUBLIC OF CHINA AND FORMATION OF A JOINT VENTURE

INTRODUCTION

On 21 January 2005, the Company announced that:

• (1) it has entered into the Subscription and Shareholders’ Agreement with Bridon HK and China Rope in relation to the subscription of 5,448,856 China Rope Shares by the Company and 12,703,998 China Rope Shares by Bridon HK for a consideration of HK$5,448,856 and HK$12,703,998 respectively;

• (2) CMTH has entered into the Equity Interest Transfer Agreement with China Rope in relation to the transfer of its 51% equity interest in Tianjin Golik; and

• (3) China Rope and Party A entered into the Equity Joint Venture Contract in relation to the Bridon Tianjin JV.

* for identification purposes only

– 4 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Bridon HK and its ultimate beneficial owners are Independent Third Parties. Bridon HK is a member of the Bridon group of companies, a specialist in the manufacture of steel wire and wire rope solutions, and an indirect subsidiary of FKI plc, an international diversified engineering group quoted on the London Stock Exchange.

Party A currently holds 49% of the equity interest of Tianjin Golik, a subsidiary of the Company and is accordingly a connected person of the Company.

China Rope is a company incorporated in Hong Kong and as at the date of the signing of the Subscription and Shareholders’ Agreement and the Equity Joint Venture Contract is wholly beneficially owned by Bridon HK. Upon completion of the Subscription, China Rope will be held as to 70% by Bridon HK and as to 30% by the Company.

Upon completion of the transactions contemplated in the Agreements,

• (1) Tiajin Golik will cease to be a subsidiary of the Company;

• (2) the registered capital of Tianjin Golik will increase from US$1,000,000 to US$2,000,000 and rename as “Tianjin Bridon Rope Ltd. (天津布頓鋼絲繩有限 公司 *)”. The additional US$1,000,000 capital will be contributed by China Rope in the manner provided in the Equity Joint Venture Contract;

• (3) the Company will be interested in 30% of China Rope, which will be its associated company;

• (4) China Rope will be interested in 75.5% of the equity interest of Bridon Tianjin JV including the 51% equity interest in Tianjin Golik (the predecessor of Bridon Tianjin JV prior to the increase in the registered capital and the change of name) to be transferred by CMTH to China Rope pursuant to the Transfer; and

• (5) The Company will be effectively interested in 22.65% of the equity interest of Bridon Tianjin JV through its 30% interest in China Rope.

The proceeds from the Transfer in the amount of US$1,328,571 (equivalent to approximately HK$10.36 million) will be applied as to HK$5,448,856 to finance the subscription of the China Rope Shares under the Subscription and as to HK$4,913,997.80 for use as general working capital of the Group.

Upon completion of the Transfer, the Group will record a gain of approximately HK$3 million in its interim accounts for the six months ending 30 June 2005.

The Subscription and the Transfer constitute discloseable transaction for the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with further details in relation to the Subscription and the Transfer.

* for identification purposes only

– 5 –

LETTER FROM THE BOARD

THE AGREEMENTS

The Subscription and Shareholders’ Agreement

Date : 21 January 2005

Parties : (1) the Company;

• (2) Bridon HK; and

• (3) China Rope.

The Subscription :

The issued share capital of China Rope prior to completion of the Subscription is 10,000 China Rope Shares, all of which are beneficially owned by Bridon HK. The Company will subscribe for 5,448,856 China Rope Shares (representing 30% of the issued share capital of China Rope as enlarged by the China Rope Shares to be issued pursuant to the Subscription) for HK$5,448,856 and Bridon HK will subscribe for 12,703,998 China Rope Shares (representing approximately 69.9% of the issued share capital of China Rope as enlarged by the China Rope Shares to be issued pursuant to the Subscription) for HK$12,703,998.

The subscription price for the China Rope Shares payable by the Company will be wholly funded by the proceeds from the Transfer. Apart from the payment of the subscription price for the China Rope Shares under the Subscription, the Subscription and Shareholders’ Agreement does not provide for any other capital commitment on the part of the Company.

The subscription price for the China Rope Shares is equivalent to the consideration payable by China Rope under the Equity Interest Transfer Agreement and the additional registered capital contribution to be made by China Rope under the Equity Joint Venture Contract, as more particularly described in the sub-paragraphs headed “The Equity Interest Transfer Agreement” and “The Equity Joint Venture Contract” below.

Conditions precedent :

Completion of the Subscription is conditional upon, among others:

• (a) Bridon HK in its absolute discretion being satisfied with the legal and financial due diligence on Tianjin Golik;

– 6 –

LETTER FROM THE BOARD

• (b) Bridon HK in its absolute discretion being satisfied that there has not been any material adverse change in the business, results of operation or liabilities (contingent or accrued) of the business of Tianjin Golik;

• (c) the signing of the Equity Interest Transfer Agreement, the Equity Joint Venture Contract and the restated and amended articles of association for Bridon Tianjin JV and other documents ancillary to the transactions contemplated under the Agreements; and

• (d) the fulfillment of the conditions precedent of the Equity Joint Venture Contract as set out in the sub-paragraph headed “Equity Joint Venture Contract – Conditions precedent” below.

If any of the conditions precedent is not fulfilled or waived within three months of the date of the Equity Joint Venture Contract, ie. by 20 April 2005 or such later date as the parties may agree in writing, the Subscription and Shareholders’ Agreement will be lapsed.

The Equity Interest Transfer Agreement, the Equity Joint Venture Contract and the restated and amended articles of association for Bridon Tianjin JV have been signed on 21 January 2005, the date of the Subscription and Shareholders’ Agreement. As to the fulfillment of the conditions precedent of the Equity Joint Venture Contract, please refer to the subparagraph headed “Equity Joint Venture Contract – Conditions precedent” below. Save as stated herein, all other conditions precedent of the Subscription and Shareholders’ Agreement remained unfulfilled as at the Latest Practicable Date.

Completion : Completion of the Subscription shall take place three business days after the fulfillment or waiver of the conditions precedent set out above.

Upon completion of the Subscription, the issued share capital of China Rope will comprise 18,162,854 China Rope Shares and will be held as to 12,713,998 China Rope Shares by Bridon HK and as to 5,448,856 China Rope Shares by the Company, representing 70% and 30% of the then issued share capital of China Rope, respectively.

Board representation : The board of directors of China Rope will comprise five directors, three of which are to be nominated by Bridon HK and two of which are to be nominated by the Company.

– 7 –

LETTER FROM THE BOARD

The Equity Interest Transfer Agreement

• Date : 21 January 2005

• Parties : (1) China Rope; and

• (2) CMTH, an indirect wholly owned subsidiary of the Company.

The Transfer :

CMTH will transfer to China Rope its 51% equity interest in Tianjin Golik for the consideration of US$1,328,571 (equivalent to approximately HK$10.36 million). The 51% equity interest in Tianjin Golik is represented by an amount of US$510,000 (equivalent to approximately HK$3.98 million) in the registered capital of Tianjin Golik which has been contributed in full by CMTH.

The consideration for the Transfer is determined by the parties after arm’s length negotiation taking into account the unaudited net asset value of Tianjin Golik as at 30 November 2004 at RMB13,682,243 (equivalent to approximately HK$12,831,514) and the value of the goodwill of the business carried on by Tianjin Golik as mutually agreed by the parties.

Conditions precedent : Completion of the Transfer is conditional upon:

• (a) the signing of the Equity Joint Venture Contract and the restated and amended articles of association for Bridon Tianjin JV by the relevant parties;

• (b) the approval of the Transfer and the restated and amended articles of association for Bridon Tianjin JV by the shareholders of Tianjin Golik (CMTH and Party A);

• (c) the approval of the Equity Interest Transfer Agreement, the Transfer, the increase of the registered capital of Tianjin Golik to US$2,000,000 and the New JV Documents by Tianjin Municipal Commission of Foreign Trade and Economic Cooperation; and

• (d) the filing of the Equity Interest Transfer Agreement and the New JV Documents with the Tianjin Municipal Administration of Industry and Commerce and the issue of a new business licence.

– 8 –

LETTER FROM THE BOARD

If any of the conditions precedent is not fulfilled or waived within three months of the date of the Equity Interest Transfer Agreement, ie. by 20 April 2005, either party can terminate Equity Interest Transfer Agreement.

The New JV Documents have been signed on 21 January 2005, the date of the signing of the Equity Interest Transfer Agreement. The Equity Interest Transfer Agreement and the Equity Joint Venture Contract have been submitted to the authorities for approval and are yet to be approved by the authorities as at the Latest Practicable Date. Save as stated herein, all other conditions precedent of the Equity Interest Transfer Agreement remained unfulfilled as at the Latest Practicable Date.

Completion : Completion of the Transfer shall take place after the fulfillment or waiver of the conditions precedent set out above and in any event shall not be later than three months after the date of the Equity Interest Transfer Agreement.

The Equity Joint Venture Contract

Date : 21 January 2005

Parties : (1) China Rope as the foreign party; and (2) Party A as the PRC party.

Registered capital : The registered capital of Bridon Tianjin JV will be US$2,000,000 (equivalent to approximately HK$15.6 million), to be contributed as to 75.5% by China Rope (in the amount of US$1,510,000) (equivalent to approximately HK$11.78 million) and to be contributed as to 24.5% by Party A (in the amount of US$490,000) (equivalent to approximately HK$3.82 million).

Party A, being a joint venture party to Tianjin Golik has already made its share of capital contribution to Tianjin Golik in the amount of US$490,000 (equivalent to approximately HK$3.82 million).

Upon completion of the Transfer and the registration of China Rope as holder of 51% equity interest in Tianjin Golik, China Rope would be taken to have contributed to the registered capital of Bridon Tianjin JV in the amount of US$510,000 (equivalent to approximately HK$3.98 million). The remaining US$1 million (equivalent to approximately

– 9 –

LETTER FROM THE BOARD

HK$7.8 million) will be contributed by China Rope in cash within three months of the fulfillment of the conditions precedent of the Equity Joint Venture Contract.

The relationship between Tianjin Golik and Bridon Tianjin JV is set out in the paragraph headed “Information on Tianjin Golik and Bridon Tianjin JV” below.

Total investment : The total investment of Bridon Tianjin JV will be US$2,850,000. The difference between the registered capital and the total investment may be funded by borrowings by Bridon Tianjin JV.

Conditions precedent : The obligations of China Rope to make the additional capital contribution is conditional upon the fulfillment or waiver of, among others, the following conditions:

• (a) the signing of the New JV Documents and the Equity Interest Transfer Agreement and the approval of the documents by the relevant authorities; and

• (b) the issue of a business licence in the name of “Tianjin Bridon Rope Ltd. (天津布頓鋼絲繩有限公司 )” with a registered capital of US$2 million and China Rope and Party A as its equity interest holders.

The New JV Documents and the Equity Interest Transfer Agreement have been signed on 21 January 2005, the date of the signing of the Equity Joint Venture Contract. Save as stated herein, all other conditions precedent of the Equity Joint Venture Contract remained unfulfilled as at the Latest Practicable Date.

Business scope

: The scope of business of Bridon Tianjin JV is (1) to manufacture, market, sell and distribute steel wire ropes for elevators, steel wire ropes for hoists, galvanised steel wires and other kinds of steel wire ropes and steel wires of different specifications and related products; (2) to carry out research and development on the products referred to in (1); and (3) to provide technical services, testing services and after-sales services for any of all of the products referred to in (1).

Board representation : The board of directors of Bridon Tianjin JV will comprise seven directors, five of which are to be nominated by China Rope and two of which are to be nominated by Party A.

– 10 –

LETTER FROM THE BOARD

INFORMATION ON TIANJIN GOLIK AND BRIDON TIANJIN JV

Tianjin Golik is a sino-foreign joint venture established in the PRC on 11 January 2002. The equity interest of Tianjin Golik is held as to 51% by CMTH and as to 49% by Party A. The registered capital of Tianjin Golik is US$1,000,000 and contributed as to US$510,000 by CMTH and as to US$490,000 by Party A, in proportional to their respective equity interest. Tianjin Golik is engaged in the manufacture and sale of steel wire ropes for elevators.

Upon completion of the Transfer and the approval of the New JV Documents,

• (1) Tianjin Golik will rename as “Tianjin Bridon Rope Ltd. (天津布頓鋼絲繩有限 公司 *)”;

• (2) the registered capital of Tianjin Golik will increase from US$1,000,000 to US$2,000,000. The additional US$1,000,000 capital will be contributed by China Rope in cash within three months of the fulfillment of the conditions precedent of the Equity Joint Venture Contract as set out in the paragraph headed “The Agreements – The Equity Joint Venture Contract” above;

• (3) Party A will be interested in 24.5% of the equity interest of Bridon Tianjin JV, being the amount of US$490,000 which Party A has already contributed by its contribution to the registered capital Tianjin Golik (the predecessor of Bridon Tianjin JV prior to the increase in the registered capital and the change of the name to “Tianjin Bridon Rope Ltd. (天津布頓鋼絲繩有限公司 *)”); and

• (4) China Rope will be interested in 75.5% of the equity interest of Bridon Tianjin JV. Upon completion of the Transfer, it will be the holder of registered capital in the amount of US$510,000 and will contribute to the remaining balance in the amount of US$1,000,000 in accordance with the terms of the Equity Joint Venture Contract.

The audited net asset value of Tianjin Golik as at 31 December 2003 and the unaudited net asset value of Tianjin Golik as at 30 November 2004 were RMB10,094,083 (equivalent to approximately HK$9,466,457) and were RMB13,682,243 (equivalent to approximately HK$12,831,514), respectively.

The audited profit before and after taxation of Tianjin Golik for the two years ended 31 December 2003 were:

For the year ended For the year ended 31 December 2002 31 December 2003 Profit before taxation RMB600,967 RMB2,710,047 Profit after taxation RMB600,967 RMB2,710,047

* for identification purposes only

– 11 –

LETTER FROM THE BOARD

GROUP STRUCTURE BEFORE AND AFTER COMPLETION OF THE AGREEMENTS

Before completion of the Agreements:

==> picture [370 x 200] intentionally omitted <==

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

The Company
100%
Golik Metal Industrial Company Limited
高力金屬實業有限公司
100%
China Metal Technology Holdings Limited Tianjin Steel Wire and Cable Group Ltd.
中國金屬科技集團有限公司 天津鋼線鋼纜集團有限公司
51% 49%
Tianjin Golik No. 1 Steel Wire Rope Co., Ltd.
天津高力一繩綱絲繩有限公司
----- End of picture text -----

After completion of the Agreements:

==> picture [413 x 143] intentionally omitted <==

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

The Company Bridon Hong Kong Limited
30% 70%
Tianjin Steel Wire and Cable Group Ltd.
China Rope Holdings Limited
天津鋼線鋼纜集團有限公司
75.5% 24.5%
Tianjin Bridon Rope Ltd.
天津布頓綱絲繩有限公司
----- End of picture text -----

REASONS FOR THE TRANSACTIONS

The Transfer and the Subscription provide the Group with an opportunity to co-operate with the Bridon group of companies, the world’s leading specialist in the manufacture of steel wire and wire rope solutions. The co-operation enables the Group to fulfill its key strategic directives of securing access to international markets and distribution network for its products and to form an alliance with a business partner possessing the world’s best wire products manufacturing technology. The Directors believed that through the co-operation, the Group will benefit from the skills and expertise of the Bridon group of companies in accelerating the process of upgrading and improving other investments of the Group in the wire industry.

– 12 –

LETTER FROM THE BOARD

On the basis of the above, the Directors are of the view that the Transfer and the Subscription as contemplated in the Equity Interest Transfer Agreement and the Subscription and Shareholders’ Agreement are fair and reasonable and in the interest of the Company and the shareholders of the Company as a whole.

INFORMATION ON THE COMPANY

The Group is principally engaged in trading and manufacturing of value-added steel and metal products including welded mesh, decoiling centre, wire rope and other building materials.

Upon completion of the Transfer, Tianjin Golik will cease to be a subsidiary of the Company and its assets and liabilities will no longer be consolidated into the financial statements of the Company. Upon completion of the Subscription, the Company’s 30% interest in China Rope will be accounted for as an investment in the financial statements of the Company. As a result of the abovementioned changes, the value of the net assets of the Group will be increased by approximately HK$3.5 million upon completion of the Transfer and the Subscription, as compared to the net asset value of the Group as at 31 December 2003. Save as disclosed, the Directors do not expect any immediate material effect on the earnings, assets and liabilities of the Company or the Group with the completion of the Agreements.

FURTHER INFORMATION

Your attention is drawn to the additional information set out in the Appendix.

Yours faithfully, On behalf of the Board GOLIK HOLDINGS LIMITED Pang Tak Chung Chairman

– 13 –

APPENDIX

GENERAL INFORMATION

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 enquires, 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. DIRECTORS’ INTERESTS IN SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Directors and chief executive of the Company in the Shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) 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 (including interests and short positions which he is taken or deemed to have under such provisions of SFO); or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange are as follows:

• (i) Beneficial interest and short position in Shares as at the Latest Practicable Date:

				Total number
				of Shares
				interested in and
				approximate
				percentage of
				interest
				in the issued
				share capital
		Number of Shares		of the Company
	Personal	Family	Corporate	as at the Latest
Name of Director	Interests	Interests	Interests	Practicable Date
Mr. Pang Tak Chung_(Note)_	116,144,708	–	195,646,500	311,791,208
				(54.95%)
Mr. Ho Wai Yu, Sammy	2,000	–	–	2,000
				(0.0004%)
Mr. Robert Keith Davies	21,104,292	–	–	21,104,292
				(3.72%)

Note: The 195,646,500 Shares are held by Golik Investments Ltd. (“GIL”) which is wholly owned by Mr. Pang Tak Chung.

– 14 –

APPENDIX

GENERAL INFORMATION

• (ii) Beneficial interest and short position in shares in associated corporation as at the Latest Practicable Date:

	Associated
	Corporation	Number of
	in which shares or	shares or amount	Class and/
	equity interest are	of equity interest	or description
Name of Director	held or interested	held or interested	of shares
Mr. Pang Tak Chung	Golik Metal Industrial	25,850	Non-voting
(Note)	Company Limited		deferred shares

Note: The 25,850 non-voting deferred shares are held as to 5,850 non-voting deferred shares by Mr. Pang Tak Chung and as to 20,000 non-voting deferred shares by World Producer Limited. World Producer Limited is wholly owned by Mr. Pang Tak Chung.

Save as disclosed above, none of the Directors and chief executive of the Company has any interests and short position in the Shares, underlying shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) 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 (including interests and short positions which he is taken or deemed to have under such provisions of SFO); or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange, as at the Latest Practicable Date.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as known to the Directors and chief executive of the Company, persons other than the Directors or chief executive of the Company, who has 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 Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in ten per cent. or more the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group are as follows:

Approximate % of the total issued Shares as at the Company Name Number of Shares Latest Practicable Date Golik Investments Ltd. (Note) 195,646,500 34.48%

Note: The 195,646,500 Shares are held by Golik Investments Ltd. (“GIL”) which is wholly owned by Mr. Pang Tak Chung.

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APPENDIX

GENERAL INFORMATION

Save as disclosed, so far as known to the Directors and chief executive of the Company, there are no other persons other than the Directors or chief executive of the Company, who has 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 Divisions 2 and 3 of Part XV of the SFO, or who is, directly or indirectly, interested in ten per cent. or more the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

4. SERVICE CONTRACT

There is no service contract between the Directors and members of the Group which does not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. LITIGATION

No member of the Group is engaged in any litigation or arbitration of material importance and the Directors are not aware of any litigation or claims of material importance pending or threatened against any member of the Group.

6. COMPETING INTERESTS

None of the Directors and his/her associates is interested directly or indirectly in a business, apart from his/her interest in the Company, which competes or is likely to compete with the business of the Group.

7. MISCELLANEOUS

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the head office and principal place of business in Hong Kong is at Suite 5608, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.

• (b) The secretary of the Company is Mr. Ho Wai Yu, Sammy, FCCA, AHKSA, MBIM .

• (c) The qualified accountant of the Company appointed pursuant to Rule 3.24 is Mr. Ho Wai Yu, Sammy, FCCA, AHKSA, MBIM .

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

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