B & S International Holdings Ltd. — Proxy Solicitation & Information Statement 2007

Jun 28, 2007

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

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.

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(Incorporated in Hong Kong with limited liability) (Stock Code: 727)

DISCLOSEABLE TRANSACTION

RELATING TO ACQUISITION OF HOTEL PROPERTIES

29 June 2007

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Funding Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial effects of the Acquisition on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

DEFINITIONS

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

“Acquisition”	the acquisition of the Properties by the “U” Inns Companies
	pursuant to the Agreement
“Agreement”	the agreement dated 8 June 2007 entered into among the Vendors
	and the “U” Inns Companies in relation to the transfer of the
	Properties
“Board”	the board of Directors of the Company
“Company”	VXL Capital Limited, a company incorporated in Hong Kong with
	limited liability, the Shares of which are listed on the Main Board
	of the Stock Exchange
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	26 June 2007, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	for inclusion in this circular
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China which for the purpose of this
	circular, excluding Hong Kong, the Macao Special Administrative
	Region and Taiwan
“Properties”	the 11 hotel assets to be sold to the “U” Inns Companies by the
	Vendors pursuant to the terms of the Agreement
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended from time to time
“Share(s)”	ordinary share(s) of HK$0.20 each in the share capital of the
	Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“UAE”	Shanghai United Assets and Equity Exchange

1

DEFINITIONS

“ “U” Inns Companies”	你的客棧（西安）酒店管理有限公司
	(“U” Inns (Xian) Hotel Management Co. Ltd.*);
	你的客棧（通化) 酒店管理有限公司
	(“U” Inns (Tonghua) Hotel Management Co. Ltd.*);
	你的客棧酒店（威海）有限公司
	(“U” Inns Hotel (Weihai) Co. Ltd*.);
	你的客棧（金昌）酒店管理有限公司
	(“U” Inns (Jinchang) Hotel Management Co. Ltd.*);
	你的客棧 酒店（四川）有限公司
	(“U” Inns Hotel (Sichuan) Co. Ltd*.);
	你的客棧酒店管理（吐魯番地區）有限公司
	(“U” Inns Hotel Management (Tulufan District) Co. Ltd.*);
	你的客棧酒店管理（布爾津縣）有限公司
	(“U” Inns Hotel Management (Buerjinxian) Co. Ltd.*);
	你的客棧（武漢）酒店管理有限公司
	(“U” Inns (Wuhan) Hotel Management Co. Ltd.*); and
	你的客棧（襄樊）酒店管理有限公司
	(“U” Inns (Xiangfan) Hotel Management Co. Ltd.*),
	each a wholly-owned subsidiary of the Company established in
	the PRC
“Vendors”	陝西省郵政公司(Shaanxi Post Company*);
	吉林省郵政公司(Jilin Post Company*);
	山東省郵政公司(Shandong Post Company*);
	甘肅省郵政公司(Gansu Post Company*);
	四川省郵政公司(Sichuan Post Company*);
	新疆維吾爾族自治區郵政公司(Xinjiang Post Company*); and
	湖北省郵政公司(Hubei Post Company*),
	each a State-owned enterprise under China Post Group
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“sq. m.”	square metre
“%”	per cent.

For illustration in this circular, figures denominated in RMB are translated into HK$ at the approximate exchange rate of RMB1 to HK$1.0255.

Certain English translations of Chinese names or words marked with * in this circular are included for information purpose only and should not be regarded as the official English translation of such Chinese names or words.

2

LETTER FROM THE BOARD

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 727)

Executive Directors: Datuk LIM Chee Wah Mr. Percy ARCHAMBAUD-CHAO Ms. Patsy SO Ying Chi

Registered office: Suite 2707-8, One Exchange Square 8 Connaught Place Central Hong Kong

Independent non-executive Directors: Mr. Michael YEE Kim Shing Mr. Alan Howard SMITH, J.P. Dr. Allen LEE Peng Fei, J.P. Mr. David YU Hon To

29 June 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

RELATING TO ACQUISITION OF HOTEL PROPERTIES

INTRODUCTION

After around 10:30 a.m. on 8 June 2007, the “U” Inns Companies, each a wholly-owned subsidiary of the Company, entered into the Agreement with the Vendors pursuant to which the Vendors shall sell and the “U” Inns Companies shall purchase the Properties for an aggregate consideration of RMB176.5 million (equivalent to approximately HK$181.0 million).

The Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The purpose of this circular is to provide you with information relating to the Agreement and the Properties.

THE AGREEMENT

Date: 8 June 2007

Parties:

• (i) the Vendors, a State-owned enterprise in the PRC under China Post Group. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vendors and their holding company are third parties independent of the Company and its connected persons (as defined in the Listing Rules); and

• (ii) The “U” Inns Companies, each a wholly-owned subsidiary of the Company established in the PRC.

3

LETTER FROM THE BOARD

The Company has not involved in any previous transaction with the Vendors which would otherwise require aggregation with the Acquisition pursuant to Rule 14.22 of the Listing Rules.

The “U” Inns Companies are special purpose vehicles formed solely for the purpose of holding the Properties. Save for the entering into the Agreement, the “U” Inns Companies have not engaged in any other business since incorporation.

Assets to be acquired:

Subject to the terms and conditions of the Agreement, the Vendors shall sell and the “U” Inns Companies shall acquire the Properties which comprise 11 hotel assets located in the Gansu, Jilin, Shandong, Sichuan, Xinjiang, Hubei and Shaanxi provinces of the PRC. A brief description of the Properties is set out below:

Location	Land area	Construction area	Brief Description
	(sq.m.)	(sq.m.)
Gansu	17,718	4,162	A 3-level hotel operated under the name Jinchang
			Post Hotel* since 2000
Jilin	2,100	5,336	A 3-star hotel named Tonghua Post Hotel*
			operated since 1995.
Shandong	3,292	4,789	Weihai Jingwei Hotel* operated since 1993
Sichuan	3,056	3,301	A 2-star hotel named Langzhong Post Hotel*
			operated since 2000
Sichuan	8,720	6,857	A 6-level hotel operated under the name Daying
			Garden Hotel* since 2002
Sichuan	4,254	4,895	A 3-star hotel operated under the name Yilong
			New Oasis Hotel* since 2000
Xinjiang	2,865	3,119	A 3-level hotel operated under the name Buerjin
			Jiakesi Hotel* since 2000
Xinjiang	1,726	5,149	A 3-star hotel operated under the name Tulufan
			Hongyuan Hotel* since 2002
Hubei	1,334	9,983	A 2-star hotel operated under the name Xiangfan
			Post Hotel* since 1998
Shaanxi	2,548	14,172	A 3-star hotel operated under the name of Xian
			Post Hotel* since 1999
Hubei	920	4,237	A 5-level hotel operated under the name Wuhan
			Jinyan Hotel* since 1992
Total	48,533	66,000

Certain of the hotel operations of the Properties have already ceased as at the date of the Agreement. It is agreed that the hotel operations of all the Properties shall cease before completion of the Agreement and the Properties shall be delivered to the “U” Inns Companies on a vacant possession basis.

4

LETTER FROM THE BOARD

Consideration and payment terms:

The aggregate consideration for the Properties is approximately RMB176.5 million (equivalent to approximately HK$181.0 million) which are payable in cash as follows:

• (i) a deposit of RMB18.2 million (equivalent to approximately HK$18.7 million) has been paid by the “U” Inns Companies on submission of the offer pursuant to the open tender;

• (ii) a further payment of RMB34.7 million (representing approximately 20% of the aggregate consideration and equivalent to approximately HK$35.6 million) has been paid within 5 business days after signing of the Agreement; and

• (iii) the balance of RMB123.6 million (representing approximately 70.0% of the aggregate consideration and equivalent to approximately HK$126.7 million), together with interest calculated at the applicable bank interest rate, shall be payable upon completion of all necessary registration procedures in relation to the transfer of the title of the Properties and 31 December 2007, whichever is the earlier. The payment obligations of the “U” Inns Companies in respect of this balance payment shall be guaranteed by the Company.

The consideration is determined based on an open tender process conducted through UAE and is equivalent to the ask price by the Vendors and the bid price submitted by the “U” Inns Companies. Based on the information released by UAE in connection with the tender, the Properties were valued at approximately RMB175.2 million (equivalent to approximately HK$179.7 million) by professional valuers in the PRC who are independent of the Company and its connected persons (as defined in the Listing Rules) as follows:

Location	Valuation	Valuation Date	Name of Valuer	Consideration
	(RMB)			(RMB)
甘肅金昌郵政賓館	7,949,400	20 March 2007	中華財務會計諮詢有限公司	7,955,962
(Jinchang Post			(China Consultants of
Hotel, Gansu*)			Accounting and Financial Co., Ltd.*)
吉林通化市郵電賓館	11,709,500	20 March 2007	中華財務會計諮詢有限公司	11,813,518
(Tonghua Post Hotel,			(China Consultants of
Jilin*)			Accounting and Financial Co., Ltd.*)
山東威海鴻宇酒店	8,320,600	12 September 2006	山東東方君和有限責任會計師事務所	8,320,622
(Weihai Jingwei Hotel,			(Shandong Dongfang Junhe &
Shandong*)			Company Limited CPAs*)
四川閬中市郵政賓館	5,978,900	30 March 2007	北京中企華資產評估有限責任公司	5,978,860
(Langzhong Post Hotel,			(China Enterprise Appraisal Co., Ltd.*)
Sichuan*)
四川大英縣花園酒店	17,312,300	30 March 2007	北京中企華資產評估有限責任公司	17,602,572
(Daying Garden Hotel,			(China Enterprise Appraisal Co., Ltd.*)
Sichuan*)
四川儀隴縣新綠洲大酒店	8,518,800	30 March 2007	北京中企華資產評估有限責任公司	8,518,803
(Yilong New Oasis Hotel,			(China Enterprise Appraisal Co., Ltd.*)
Sichuan*)
新疆布爾津嘉客思酒店	8,404,500	30 March 2007	北京德詳資產評估有限責任公司	8,610,476
(Buerjin Jiakesi Hotel,			(Beijing Dexiang Appraisal Co., Ltd.*)
Xinjiang*)

5

LETTER FROM THE BOARD

Location 新疆吐魯番鴻遠酒店 (Tulufan Hongyuan Hotel, Xinjiang) 湖北襄樊郵電賓館 (Xiangfan Post Hotel, Hubei) 陝西西安郵政大酒店 (Xian Post Hotel, Shaanxi) 湖北武漢金雁飯店 (Wuhan Jinyan Hotel, Hubei) Total	Valuation Valuation Date Name of Valuer Consideration (RMB) (RMB) 12,083,000 30 March 2007 北京德詳資產評估有限責任公司 12,082,976 (Beijing Dexiang Appraisal Co., Ltd.) 15,227,900 22 April 2007 襄樊華炬會計師事務有限公司 15,332,857 (Xiangfan Huaju & Company Limited CPAs) 68,442,900 30 March 2007 中華財務會計諮詢有限公司 68,866,513 (China Consultants of Accounting and Financial Co., Ltd.) 11,278,300 30 March 2007 北京中企華資產評估有限責任公司 11,403,223 (China Enterprise Appraisal Co., Ltd.) 175,226,100 176,486,382	Valuation Valuation Date Name of Valuer Consideration (RMB) (RMB) 12,083,000 30 March 2007 北京德詳資產評估有限責任公司 12,082,976 (Beijing Dexiang Appraisal Co., Ltd.) 15,227,900 22 April 2007 襄樊華炬會計師事務有限公司 15,332,857 (Xiangfan Huaju & Company Limited CPAs) 68,442,900 30 March 2007 中華財務會計諮詢有限公司 68,866,513 (China Consultants of Accounting and Financial Co., Ltd.) 11,278,300 30 March 2007 北京中企華資產評估有限責任公司 11,403,223 (China Enterprise Appraisal Co., Ltd.) 175,226,100 176,486,382
		176,486,382

Condition:

Completion of the Agreement is subject to the completion of all necessary registration procedures with relevant government authorities in the PRC in respect of the transfer of the title of the Properties. The Vendors shall provide necessary assistance to the “U” Inns Companies to complete the procedures. If the aforesaid registration procedures for any of the Properties cannot be completed due to reasons unrelated to the Vendors or the “U” Inns Companies within one year from the date of the Agreement, the “U” Inns Companies shall have the right to be refunded of the relevant portion of consideration paid on those particular Properties.

REASONS FOR THE ACQUISITION

The Group is principally engaged in property related investment. Currently the Group holds a block of serviced apartment in Hong Kong and a retail/commercial development in Shanghai. The Acquisition represents a diversification of the property portfolio of the Group.

The Properties comprise 11 hotel assets spread out in the southwest, northwest and northeast regions of the PRC. Recognizing the efforts of the PRC government in promoting the economies of the less developed regions and the rapid development of local tourism industry in the second and third tier cities in the PRC, the Board considers that more and more foreign investors as well as overseas and local travelers and tourists would be attracted to these cities in the PRC, thereby creating demand for hotel services. The Board considers that the Acquisition represents an opportunity for the Group to acquire a scalable network of hotel properties and extend its reach to and build up its property portfolio in various provinces in the PRC. The Board intends to revamp the Properties and upgrade the facilities available at the Properties, with a view to establishing a brand name for quality budget hotel chain in the PRC. The Group intends to identify appropriate management company to manage the hotel operations of the Properties and the Group will receive rental income from the Properties but will not be involved in the day-to-day running of the hotel operations.

The Directors (including the independent non-executive Directors) consider that the terms of the Agreement (including the consideration of the Acquisition) are on normal commercial terms and is fair and reasonable, and the Acquisition is in the interests of the Company and the Shareholders as a whole.

6

LETTER FROM THE BOARD

FUNDING ARRANGEMENT

The Group intends to fund the Acquisition by internal resources, bank borrowings and/or other equity fund raising exercises. However, the Group has yet to determine the apportionment of the above as at the Latest Practicable Date. Further announcement will be made as and when appropriate.

FINANCIAL EFFECTS OF THE ACQUISITION ON THE GROUP

As the Group intends to partially finance the Acquisition by bank borrowings and/or other equity fund raising exercise, the total liabilities and/or net asset value of the Group may be increased by such borrowings and/or equity issues (as the case may be). As the hotel operations of the Properties will all be ceased before completion of the Agreement, the Company intends to revamp and upgrade the facilities at the Properties and contract a management company to manage the hotel operations of the Properties. The hotel operations will recommence after completion of the aforesaid renovation and upgrading work.

ADDITIONAL INFORMATION

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

Yours faithfully, By order of the Board Percy ARCHAMBAUD-CHAO Chief Executive Officer

7

GENERAL INFORMATION

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. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS IN SECURITIES

As at the Latest Practicable Date, the interests and short positions of each Directors and the chief executive of the Company in the Shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which had been 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 in which they were taken or deemed to have taken 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 required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Interests of the Directors in Shares and underlying Shares of the Company

			Approximate
			percentage of the
	Long position	Nature of	total issued
Name of Director	in Shares	interests	share capital (%)
Datuk LIM Chee Wah	53,465,400(1)	Corporate interest	69.98
(“Datuk Lim”)
Mr. Percy
ARCHAMBAUD-CHAO	15,000,000(2)	Corporate interest	19.63
(“Mr. A. Chao”)

Notes:

1. The corporate interests are held by VXL Capital Partners Corporation Limited (“VXLCPL”), a company wholly and beneficially owned by Datuk Lim. The interests in 53,465,400 Shares comprises 38,465,400 Shares which are beneficially owned by VXLCPL and 15,000,000 Shares which are deemed to be interested by VXLCPL as security interests. The 15,000,000 Shares are duplicated with that of Mr. A. Chao’s Shares as set out in note 2 of this section and as set out in note 2 of the section “Substantial Shareholders’ Interests in Securities”.

2. The corporate interests are held by Huge More Limited, a company wholly and beneficially owned by Mr. A. Chao. The 15,000,000 Shares are duplicated with the security interest deemed to be interested by VXLCPL as set out in note 1 of this section and note 2 of the section “Substantial Shareholders’ Interests in Securities”.

8

GENERAL INFORMATION

APPENDIX

Interests of the Directors in shares and underlying shares of other associated corporations of the Company

				Percentage of
Name of	Name of associated	Nature of	Number of	the total issued
the Director	corporation	interests	shares held	share (%)
Datuk Lim	Million Sky Investments	Corporate interest	55 ordinary	55.00
	Limited		shares(3)

Note:

1. The corporate interests are held by VXLCPL, a company wholly and beneficially owned by Datuk Lim.

Save as disclosed above, as at the Latest Practicable Date, none of the Director or the chief executive of the Company, had any interest or short positions in the Shares, underlying shares and debentures of the Company or any 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 have taken or deemed to have taken under such provisions of the SFO), or which were required, pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein, or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules, to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS IN SECURITIES

As at the Latest Practicable Date, so far as was known to the Directors or the chief executive of the Company, the following persons (not being a Director or the chief executive of the Company) had an interest or short position in the Shares and underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group or had any options in respect of such capital:

	Long position		Approximate percentage
Name of Shareholder	in Shares	Nature of interests	of total issued Shares(%)
VXL Capital Partners	38,465,400(1)	Beneficial interests	50.35
Corporation Limited
(“VXLCPL”)
	15,000,000(2)	Security interests	19.63
Huge More Limited	15,000,000(2)	Beneficial interests	19.63

Notes:

1. VXLCPL is wholly and beneficially owned by Datuk Lim, the Chairman of the Board and an executive Director of the Company.

2. The 15,000,000 Shares are beneficially owned by Huge More Limited and are deemed to be interested by VXLCPL as security interests. Huge More Limited is wholly and beneficially owned by Mr. A. Chao, the Chief Executive Office and an executive Director of the Company. These 15,000,000 Shares duplicated among themselves in this section and as set out in notes 1 and 2 of the section “Directors’ and Chief Executive’s Interests in Securities”.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors or the chief executive of the Company, no other persons (not being a Director or the chief executive of the Company) had an interest or short position in the Shares and underlying Shares under the provisions of Divisions 2 and 3 of Part XV of the SFO, or was, directly or indirectly, interested in 10% or more of the normal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other members of the Group or had any options in respect of such capital.

9

GENERAL INFORMATION

APPENDIX

4. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and no litigation, arbitration or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

5. SERVICE CONTRACT

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

6. CONTRACTS OR ARRANGEMENTS AND COMPETING BUSINESSES

As set out in the announcement of the Company dated 15 May 2006, VXL Management Services Limited entered into a tenancy agreement with Smart Forward Investment Limited, a direct wholly and beneficially owned corporation of Datuk Lim, the Chairman and executive Director, on 15 May 2006 to lease the premises at Flat B, 56th Floor, Tower 1 and car parking No. 1-224 on 1st Floor, The Harbourside, No. 1 Austin Road West, Kowloon, Hong Kong, for a term of two years commencing from 15 May 2006 at a rental of HK$55,000 per month. The premises are used as housing accommodation for staff or guests of the Company.

As set out in the announcement dated 9 October 2006 and circular to shareholders dated 27 October 2006, VXL Investments, a wholly-owned subsidiary of the Company, entered into an agreement on 9 October 2006 whereby the Group agreed to dispose of 55% of the issued shares of and shareholder’s loan due from Million Sky to VXLCPL for an aggregate consideration of HK$42,070,665.45. The principal asset of Million Sky is an investment in the entire equity interests in VXL Leasing Co., Ltd., a wholly foreign owned enterprise incorporated in the PRC which is principally engaged in operational leasing and financial leasing of various types of machinery and equipment in the PRC. Following completion of the disposal, the Group continues to hold 45% equity interests in Million Sky.

Save as disclosed above, none of the Directors was materially interested in any contracts or arrangements subsisting as at the Latest Practicable Date which is significant in relation to the business of the Group.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been, since 31 December 2005 (being the date to which the latest published audited accounts of the Company were made up), acquired or disposed of by or leased to or were proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors and his/her associates was interested in any business which competes or is likely to compete, either directly or indirectly, with business of the Group.

7. MISCELLANEOUS

• (a) As at the Latest Practicable Date, the Board comprises seven Directors, of whom Datuk LIM Chee Wah, Mr. Percy ARCHAMBAUD-CHAO and Ms. Patsy SO Ying Chi are executive Directors, and Mr. Michael YEE Kim Shing, Mr. Alan Howard SMITH, J.P. , Dr. Allen LEE Peng Fei, J.P. and Mr. David YU Hon To are independent non-executive Directors.

• (b) The company secretary of the Company is Ms. Ada MAK Yuk Ling. She is an associate member of The Hong Kong Institute of Chartered Secretaries.

• (c) The qualified accountant of the Company is Ms. YAU Yue Ka. She is an associate member of The Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants.

10

GENERAL INFORMATION

APPENDIX

• (d) The registered office of the Company is situated at Suite 2707-8, One Exchange Square, 8 Connaught Place, Central, Hong Kong.

• (e) The English texts of this circular prevail over the Chinese texts.

11