Brockman Mining Limited — Annual Report 2010

Mar 29, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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WONG’S INTERNATIONAL (HOLDINGS) LIMITED 王氏國際（集團）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 99)

ANNOUNCEMENT OF 2010 FINAL RESULTS

The Board of Directors (the “Board”) of Wong’s International (Holdings) Limited (the “Company”) is pleased to announce the consolidated results of the Company and its subsidiaries (the “Group”) for the year ended 31 December 2010 as follows:

CONSOLIDATED INCOME STATEMENT

Note Revenue 2 Other income Changes in inventories of finished goods and work in progress Raw materials and consumables used Employee benefit expense Depreciation and amortisation charges Other operating expenses Change in fair value of investment properties Other gains/(losses) – net 3 Operating profit Finance income Finance costs Share of loss of associates Share of loss of jointly controlled entities Profit before income tax Income tax expense 4 Profit attributable to equity holders of the Company Dividends 5 Earnings per share attributable to the equity holders of the Company during the year Basic earnings per share 6 Diluted earnings per share 6

2010 2009 HK$’000 HK$’000 3,944,019 2,409,050 25,486 9,781 (40,668) (10,411) (3,100,247) (1,883,454) (352,982) (262,085) (53,928) (59,913) (217,727) (148,163) 4,980 4,750 19,816 (1,621) 228,749 57,934 3,887 7,642 (5,343) (6,357) (324) (154) (144) (115) 226,825 58,950 (29,884) (6,591) 196,941 52,359 42,252 14,008 HK$0.42 HK$0.11 HK$0.42 HK$0.11

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Profit for the year Other comprehensive income: Currency translation differences Other comprehensive income for the year, net of tax Total comprehensive income attributable to equity holders of the Company for the year	2010 HK$’000 196,941 16,130 16,130 213,071	2009 HK$’000 52,359 (218) (218) 52,141

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CONSOLIDATED BALANCE SHEET

Note ASSETS Non-current assets Property, plant and equipment Investment properties Leasehold land and land use rights Investments in associates Investments in jointly controlled entities Available-for-sale financial assets Deferred income tax assets Current assets Inventories Trade receivables 7 Prepayments, deposits and other receivables Amounts due from associates Derivative financial instruments Financial assets at fair value through profit or loss Pledged bank deposits Cash and cash equivalents Total assets	2010 HK$’000 262,485 35,550 6,659 31,489 282,292 3,938 12,294 634,707 443,376 948,865 62,214 27,843 – 1,091 177,774 400,251 2,061,414 2,696,121	2009 HK$’000 176,372 35,120 6,569 13,422 177,878 48 8,749
		418,158 277,150 495,240 51,966 15,202 113 – 23,277 446,978
		1,309,926
		1,728,084

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Note EQUITY Equity attributable to owners of the parent Share capital Other reserves Retained earnings – Proposed dividends – Others Total equity LIABILITIES Non-current liability Deferred income tax liabilities Current liabilities Trade payables 8 Accruals and other payables Amount due to an associate Amounts due to jointly controlled entities Derivative financial instruments Current income tax liabilities Borrowings Total liabilities Total equity and liabilities Net current assets Total assets less current liabilities	2010 HK$’000 46,966 476,454 25,831 704,168 1,253,419 5,948 774,711 195,532 3,183 – 2,423 24,646 436,259 1,436,754 1,442,702 2,696,121 624,660 1,259,367	2009 HK$’000 46,692 459,325 9,339 549,160
		1,064,516 5,861 457,923 144,894 3,183 24 – 2,837 48,846
		657,707
		663,568
		1,728,084
		652,219
		1,070,377

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NOTES:

1. BASIS OF PREPARATION

These consolidated financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”). They have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss and investment properties, which are carried at fair value.

The preparation of consolidated financial statements in conformity with HKFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies.

The Group has adopted the following amendments to existing standards and interpretations that are mandatory for accounting periods beginning on or after 1 January 2010 and relevant to the Group’s operations:

HKAS 17 (amendment)	Leases
HK – Int 5	Presentation of financial statements – classification by the borrower
	of a term loan that contains a repayment on demand clause

The adoption of such new or revised standards and amendments to existing standards does not have material impact on the consolidated financial statements and does not result in substantial changes to the Group’s accounting policies except certain changes on the presentation of the consolidated financial statements.

The following amendments to standards and interpretations are mandatory for accounting periods beginning on or after 1 January 2010, but they are not relevant to the Group’s operations:

HKFRS 1	First-time adoption of HKFRSs
HKFRS 2 (amendment)	Group cash-settled share-based payment transactions
HKFRS 3	Business Combinations
HKFRS 5 (amendment)	Non-current assets held for sale and discontinued operations
HKAS 1 (amendment)	Presentation of financial statements
HKAS 27 (revised)	Consolidated and separate financial statements
HKAS 36 (amendment)	Impairment of assets
HKAS 39 (amendment)	Eligible hedge items
HK(IFRIC) – Int 9	Reassessment of embedded derivatives
HK(IFRIC) – Int 16	Hedges of a net investment in a foreign operation
HK(IFRIC) – Int 17	Distribution of non-cash assets to owners
HK(IFRIC) – Int 18	Transfers of assets from customers
Annual improvements project	Improvements to HKFRSs 2009

New or revised standards, amendments and interpretations have been issued but are not effective for the financial year beginning 1 January 2010 and have not been early adopted.

HKFRS 9	Financial instruments
HKAS 12 (amendment)	Deferred tax: recovery of underlying assets
HKAS 24 (revised)	Related party disclosures
HKAS 32 (amendment)	Classification of rights issues
HK(IFRIC) – Int 14 (amendment)	Prepayments of a minimum funding requirement
HK(IFRIC) – Int 19	Extinguishing financial liabilities with equity instruments
Annual improvements project	Improvements to HKFRSs 2010

The Group is in the process of making an assessment of the impact of the new or revised standards, amendments to standards and interpretations upon initial application. So far, it has concluded that the new or revised standards, amendments to standards and interpretations are unlikely to have significant impact on the Group’s results of operations and financial position.

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2. SEGMENT INFORMATION

The Group’s senior executive management is considered as the Chief Operating Decision Maker (“CODM”). The Group was organised into two operating divisions:

Electronic Manufacturing Service (“EMS”) – manufacture and distribution of electronic products for EMS customers.

Original Design and Manufacturing (“ODM”) – original design and manufacturing for both EMS and ODM customers.

The CODM reviews the performance of the Group on a regular basis and reviews the Group’s internal reporting in order to assess performance and allocate resources. The CODM assesses the performance of the operating segments based on a measure of segment results. This measurement basis includes profit or loss of the operating segments before other income, other gains/(losses) – net, share of loss of associates and jointly controlled entities, interest income, interest expense, tax and change in fair value of investment properties but excludes corporate and unallocated expenses. Other information provided to the Group’s management is measured in a manner consistent with that in the consolidated financial statements.

For the year ended 31 December 2010 Total gross revenue Inter-segment revenue External revenue Segment results Depreciation and amortisation charges Impairment loss for property, plant and equipment Impairment loss for prepayments, deposits and other receivables Capital expenditure For the year ended 31 December 2009 Total gross revenue Inter-segment revenue External revenue Segment results Depreciation and amortisation charges Capital expenditure	EMS division HK$’000 3,940,536 (1,324) 3,939,212 220,590 52,467 2,786 2,125 37,180 EMS division HK$’000 2,404,992 (1,307) 2,403,685 80,318 59,551 32,794	ODM division HK$’000 4,807 – 4,807 (18,581) 199 – – 105 ODM division HK$’000 5,365 – 5,365 (13,858) 199 139	Total HK$’000 3,945,343 (1,324) 3,944,019 202,009 52,666 2,786 2,125 37,285 Total HK$’000 2,410,357 (1,307) 2,409,050 66,460 59,750 32,933

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EMS division ODM division Total HK$’000 HK$’000 HK$’000

Reportable segment assets As at 31 December 2010 As at 31 December 2009	2,018,000 1,377,844	5,138 5,172	2,023,138
			1,383,016

Segment assets consist primarily of property, plant and equipment, leasehold land and land use rights, inventories, trade receivables, prepayments, deposits and other receivables and cash, but exclude corporate and unallocated assets.

A reconciliation of reportable segment results to profit before income tax is provided as follows:

Reportable segment results Other income Change in fair value of investment properties Other gains/(losses) – net Finance (costs)/income – net Share of loss of associates Share of loss of jointly controlled entities Corporate and unallocated expenses Profit before income tax	2010 HK$’000 202,009 25,486 4,980 19,816 (1,456) (324) (144) (23,542) 226,825	2009 HK$’000 66,460 9,781 4,750 (1,621) 1,285 (154 (115 (21,436)
		58,950

Reportable segments assets are reconciled to total assets as follows:

Reportable segment assets Investment properties Investments in associates Investments in jointly controlled entities Available-for-sale financial assets Deferred income tax assets Amounts due from associates Derivative financial instruments Financial assets at fair value through profit or loss Corporate and unallocated assets Total assets per consolidated balance sheet	2010 HK$’000 2,023,138 35,550 31,489 282,292 3,938 12,294 27,843 – 1,091 278,486 2,696,121	2009 HK$’000 1,383,016 35,120 13,422 177,878 48 8,749 15,202 113 – 94,536
		1,728,084

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Reconciliations of other material items are as follows:

Reconciliations of other material items are as follows:
Depreciation and amortisation charges – Reportable segment total – Corporate headquarters Capital expenditure – Reportable segment total – Corporate headquarters	2010 HK$’000 52,666 1,262 53,928 37,285 102,959 140,244	2009 HK$’000 59,750 163
		59,913
		32,933 596
		33,529

The Company is domiciled in Bermuda. Analysis of the Group’s revenue by geographical market, which is determined by the destination of the invoices billed, is as follows:

North America Asia (excluding Hong Kong) Europe Hong Kong	2010 HK$’000 332,879 2,274,876 695,781 640,483 3,944,019	2009 HK$’000 260,976 1,578,630 262,157 307,287
		2,409,050

For the year ended 31 December 2010, revenues of approximately HK$1,184,988,000 (2009: HK$555,733,000), HK$679,721,000 (2009: HK$380,508,000), HK$405,241,000 (2009: HK$53,691,000) and HK$400,000,000 (2009: HK$584,833,000) were derived from the top four external customers respectively. These revenues are attributable to the EMS division.

Analysis of the Group’s non-current assets by geographical market is as follows:

North America Asia (excluding Hong Kong) Europe Hong Kong	2010 HK$’000 185 170,234 52 451,942 622,413	2009 HK$’000 218 164,806 57 244,328
		409,409

Non-current assets comprise property, plant and equipment, investment properties, leasehold land and land use rights, investments in associates, investments in jointly controlled entities and available-for-sale financial assets. They exclude deferred income tax assets.

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3. OTHER GAINS/(LOSSES) – NET

Write-back of impairment provision on amount due from an associate Fair value change on financial instruments, net – Unrealised losses – Realised (losses)/gains Exchange (losses)/gains, net Gain/(loss) on disposal of property, plant and equipment and land use rights Gain/(loss) on disposal of an investment property	2010 HK$’000 24,884 (2,536) (1,766) (1,086) 218 102 19,816	2009 HK$’000 – (1,869) 1,455 2,287 (2,255) (1,239)
		(1,621)

4. INCOME TAX EXPENSE

Current income tax – Hong Kong profits tax – Overseas taxation Deferred income tax Under/(over) – provision in prior years – Current income tax – Deferred income tax	2010 HK$’000 10,660 15,951 (3,830) 6,731 372 29,884	2009 HK$’000 4,320 6,396 (3,023) (1,916) 814
		6,591

Hong Kong profits tax has been provided at the rate of 16.5% (2009: 16.5%) on the estimated assessable profit arising in or derived from Hong Kong.

The new Corporate Income Tax Law in the People’s Republic of China increases the corporate income tax rate for foreign investment enterprises from previous preferential rates to 25% with effect from 1 January 2008. Companies established in Mainland China before 16 March 2007 and previously taxed at a rate of 15% may be offered a gradual increase of tax rate to 25% within 5 years. Certain subsidiaries of the Company established in Mainland China will enjoy preferential income tax rate from 2008 to 2011 and be taxed at the rate of 25% from 2012 when the preferential treatment expires.

5. DIVIDENDS

The dividends paid in 2010 and 2009 were approximately HK$25,760,000 (HK$0.055 per share) and HK$28,015,000 (HK$0.06 per share) respectively. A final dividend in respect of the year ended 31 December 2010 of HK$0.055 per share, amounting to a total dividend of approximately HK$25,831,000, will be proposed at the upcoming annual general meeting of the Company. These financial statements do not reflect this final dividend payable.

Interim dividend paid – HK$0.035 (2009: HK$0.01) per share Proposed final dividend – HK$0.055 (2009: HK$0.02) per share	2010 HK$’000 16,421 25,831 42,252	2009 HK$’000 4,669 9,339
		14,008

The aggregate amounts of the dividends paid and proposed during 2010 and 2009 have been disclosed in the consolidated income statement in accordance with the Hong Kong Companies Ordinance.

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6. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

Profit attributable to equity holders of the Company_(HK$’000) Weighted average number of ordinary shares in issue(in thousands) Basic earnings per share(HK$)_	2010 196,941 468,196 0.42	2009 52,359
		466,922
		0.11

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has outstanding share options, which are of dilutive potential. For share options, a calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.

Profit attributable to equity holders of the Company_(HK$’000) Weighted average number of ordinary shares in issue(in thousands) Adjustment for share options(in thousands) Weighted average number of ordinary shares for diluted earnings per share(in thousands) Diluted earnings per share(HK$)_	2010 196,941 468,196 5,456 473,652 0.42	2009 52,359
		466,922 4,824
		471,746
		0.11

7. TRADE RECEIVABLES

The credit period allowed by the Group’s to its trade customers mainly ranges from 30 days to 90 days and no interest is charged.

Ageing analysis of Group’s trade receivables by invoice date is as follows:

0–60 days 61–90 days Over 90 days	2010 HK$’000 754,235 141,456 53,174 948,865	2009 HK$’000 378,393 85,708 31,139
		495,240

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8. TRADE PAYABLES

Ageing analysis of the Group’s trade payables by invoice date is as follows:

Ageing analysis of the Group’s trade payables by invoice date is as follows:
0–60 days 61–90 days Over 90 days	2010 HK$’000 714,607 34,550 25,554 774,711	2009 HK$’000 423,695 20,134 14,094
		457,923

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DIVIDENDS

The Company paid an interim dividend of HK$0.035 (2009: HK$0.01) per share for 2010. The Directors now recommend the payment of a final dividend of HK$0.055 (2009: HK$0.02) per share on Thursday, 16 June 2011 to the shareholders whose names appear on the Register of Members of the Company on Tuesday, 31 May 2011.

CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will be closed from Friday, 27 May 2011 to Tuesday, 31 May 2011, both days inclusive, during which period no transfer of shares will be effected. To qualify for the above dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrars, Tricor Standard Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:00 p.m. on Thursday, 26 May 2011.

REVIEW OF BUSINESS ACTIVITIES

The Group

During the year, we experienced sales improvements across our entire customer portfolio. In particular, we have seen our strong revenue growth in industrial, energy and computer peripheral products.

Group’s turnover was HK$3.9 billion, an increase of 63.7% from HK$2.4 billion in 2009, primarily due to the rebound of the customer demand following the economic recovery that began from the end of 2009.

Net profit attributable to equity shareholders significantly increased to HK$196.9 million, which was 3.8 times of last year’s HK$52.4 million. The strong increase was mainly driven by the increased sales volume and resulted from the continued cost control initiatives and improved operational efficiency as carried over from previous periods. During the year, an impairment provision of HK$24.9 million was written back for the amount due from an associated company after considering the recovery from the market value of its unsold property units located in Mid-levels.

The EMS Division

The turnover of the Electronic Manufacturing Service Division (“EMS Division”) increased by 63.9% to HK$3.9 billion from 2009. Sales revenues for Shajing factory in Shenzhen grew by 62.2% and the factory at Suzhou also increased by 68.4% as compared with 2009. The increase in the overall sales at EMS Division was largely driven by the improved customer demand for electronic products in industrial, energy and computer peripheral products as a result of the global economic recovery.

The segment profit attributable to EMS Division was HK$220.6 million for the year of 2010 representing an encouraging increase of 174.6% as compared with HK$80.3 million for 2009. The increase in the segment results was primarily driven by the increased sales volume. During the year, a number of customer-requested verification tests and engineering supports were finalized and the relevant gains of HK$19.2 million were recognised.

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The EMS Division has showed an encouraging growth in both sales and profits for 2010. However, the operating environment remains challenging. It appears that wages and other costs in overall China will continue to rise rapidly and Renminbi is likely to carry on appreciating in value in the next year and foreseeable future. In order to cope with these expected increases in operating costs and help improve profit margins, the EMS Division will endeavour to strengthen its controls of inventory and operating costs, and keep improving the productivity and efficiency in its manufacturing process. It will also focus on providing more value added engineering services to the customers.

The ODM Division

The Original Design and Manufacturing Division (“ODM Division”) continued to focus on the development of Radio Frequency Identification (“RFID”) technology, particularly, in the mobile payment solution. An adaptor called iCarte, specifically developed for Apple iPhone for the mobile payment, has passed through the certifications of renowned credit card agencies and the pilot run process is currently carried out in a European country.

During the year, ODM Division’s revenue was HK$4.8 million (2009: HK$5.4 million) whilst its segment loss was HK$18.6 million (2009: HK$13.9 million).

Property Development

Kwun Tong office buildings

With respect to the jointly controlled entities (“JCE”) with Sun Hung Kai Properties Limited, the Group had paid its proportional share of the land premium for lease modification on one of the sites of the development project. Foundation works is expected to be completed in mid-2011, following which, construction works will start. In respect to the remaining site where Wong’s Industrial Centre is currently located, the lease modification terms were finalized with relevant government departments and land premium assessment is expected to be issued by mid-2011. Demolition of Wong’s Industrial Centre on this remaining site will follow the settlement of the said land premium.

Mid-level residential

Regarding the residential development in the mid-level property project, an impairment provision of HK$24.9 million for the amount due from the Mid-level development project was written back after considering the market value of the property units on hand which can be realised sufficiently to cover the outstanding balance. During the year, the project development company sold a duplex unit together with a parking space at a cash consideration of approximately HK$40.0 million (the Group’s interest in this project development represents 25.26%). As at 31 December 2010, there are still three residential units unsold, consisting of two duplexes and one 2-in-1 combined units. In addition, there are nine parking spaces unsold.

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Media Network

In the first quarter of 2010, the Group acquired 22% of the issued share capital of Focus Media Network Limited (“FMN”), a digital out-of-home media company in Hong Kong and Singapore, in a consideration of US$3 million. The Group will utilise FMN’s out-of-home digital screen network to launch its newly developed Interactive Digital Signage (“IDS”) service, which integrates the RFID interactive technology with digital signage. The IDS enables users to interact with the digital signage displays to obtain product content information or promotional coupons on-the-go. As Out-of-Home is one of the fastest growing advertising sectors after the Internet, FMN’s extensive network at office buildings and shopping malls offers an excellent platform to launch the Group’s new IDS services.

During the year, FMN delivered a positive result and satisfactory growth in business.

New Hong Kong Office

In April 2010, the Group announced that it purchased a property located at No. 108 Wai Yip Street, Kwun Tong which comprised of office units on the entire 17th floor together with twelve car parking spaces at a cash consideration of HK$98.6 million. The property will be established as the new head office for the Group in Hong Kong.

FINANCE

As at 31 December 2010, the Group had banking facilities in Hong Kong of HK$715.5 million in total. Total bank borrowings were HK$436.3 million, of which a loan of HK$28.7 million was arranged by an overseas subsidiary and a sum of HK$169.6 million was back-up by the pledged deposit in PRC for trade payment. Cash and bank deposits were HK$578.0 million at 31 December 2010 (2009: HK$470.3 million).

Overall, the Group had a net cash surplus of HK$141.8 million in excess of the bank borrowings, which was lower than 2009’s net cash surplus of HK$421.4 million, mainly due to the payments for the land premium of the property development, acquisition of new office and the investment in FMN.

Most of the Group’s sales are conducted in United States dollars and costs and expenses are mainly in United States dollars, Hong Kong dollars, Japanese Yen and Chinese Renminbi. Forward contracts are used to hedge foreign exchange exposures where it is necessary or practicable.

CAPITAL STRUCTURE

There had been no material change in the Group’s capital structure since 31 December 2009 which consists of bank borrowings, cash and cash equivalents and equity attributable to owners of the parent, comprising issued share capital and reserves.

EMPLOYEES

As at 31 December 2010, the Group employed approximately 6,100 employees where approximately 5,100 were production workers. In addition to the provision of annual bonuses, medical and life insurance, discretionary bonuses are also available to employees based on individual performance. The remuneration packages and policies are reviewed periodically.

The Group also provides in-house and external training programs to its employees.

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PROSPECTS

Based on the current level of orders and forecast provided by our customers, the Group is optimistic on the revenue growth in 2011. However, the economic recovery, though generally being on its moderate upward trend, still remains vulnerable. Labour shortage, wage increase and Chinese Renminbi appreciation are the underlying challenges to manufacturers in Mainland China. In order to ensure its competitiveness and to sustain its profitability, the Group has to continue its endeavour in finding ways to expand the sales and to increase the efficiency and productivity of the operations.

On behalf of the Directors, I would like to sincerely thank our customers, suppliers and business partners for their continued confidence in and support to the Group. I would also like to pay a special tribute to all of our employees for their loyal, diligent and professional services to the Group.

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

During the year ended 31 December 2010, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s listed securities.

CODE ON CORPORATE GOVERNANCE PRACTICES

During the year ended 31 December 2010, the Company has complied with the code provisions of the Code on Corporate Governance Practices (the “Code”) as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), except for the following deviations:

1. Code provision A.2.1

Mr. Wong Chung Mat, Ben is the Group’s Chairman and Chief Executive Officer and has occupied these two positions since February 2003. In allowing the two positions to be occupied by the same person, the Company has considered the following:

• (a) Both positions require in-depth knowledge and considerable experience of the Group’s business. Candidates with the suitable knowledge, experience and leadership are difficult to find both within and outside the Group. If either of the positions is occupied by an unqualified person, the Group’s performance could be gravely compromised.

• (b) The Company believes that the supervision of the Board and its Independent Non-executive Directors can provide an effective check and balance mechanism and ensures that the interests of the shareholders are adequately represented.

2. Code provision A.4.1

None of the existing Non-executive Directors of the Company is appointed for a specific term. This constitutes a deviation from code provision A.4.1 of the Code. However, every Director of the Company is now subject to retirement by rotation under Bye-law 112 of the Bye-laws of the Company. As such, the Company considers that sufficient measures have been taken to ensure that the Company’s corporate governance practices are no less exacting than those in the Code.

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COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS

The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules. Having made specific enquiry to all Directors, all Directors confirmed that they had complied with the required standard set out in the Model Code during the year ended 31 December 2010.

AUDIT COMMITTEE

The Audit Committee, which comprises all Independent Non-executive Directors, has reviewed with management the accounting principles and practices adopted by the Group and discussed auditing, internal controls and financial reporting matters including a review of the financial statements for the year ended 31 December 2010.

PUBLICATION OF RESULTS AND ANNUAL REPORT

This results announcement is published on the Company’s website at www.wongswih.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. The 2010 annual report will be dispatched to shareholders of the Company and will be available on the above websites in due course.

By Order of the Board WONG CHUNG MAT, BEN Chairman and Chief Executive Officer

Hong Kong, 28 March 2011

As at the date of this announcement, the Executive Directors of the Company are Mr. Wong Chung Mat, Ben, Ms. Wong Yin Man, Ada, Mr. Wong Chung Ah, Johnny, Mr. Chan Tsze Wah, Gabriel, Mr. Tan Chang On, Lawrence and Mr. Wan Man Keung; and the Independent Non-executive Directors are Dr. Li Ka Cheung, Eric, G.B.S., O.B.E., J.P., Dr. Yu Sun Say, G.B.S., J.P. and Mr. Alfred Donald Yap, J.P.

• For identification purpose only

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