China Energy Development Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 14, 2008

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

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

(incorporated in the Cayman Islands with limited liability)

(Stock code: 00228)

DISCLOSEABLE TRANSACTION INVOLVING DISPOSALS OF ACHIEVE SMART FINANCE LIMITED AND BRIGHT HORIZON WORLDWIDE INC.

A letter from the board of directors of China Energy Development Holdings Limited is set out on pages 4 to 10 of this circular.

* for identification purpose only

17 November 2008

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Disposal Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information on the Company and the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Information on the Disposed Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial Information on the Disposed Group . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for and Benefits of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Financial Effect of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Listing Rules Implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix — General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

“Achieve Smart”	Achieve Smart Finance Limited, a company incorporated
	in the British Virgin Islands and wholly and beneficially
	owned by the Vendor
“Achieve Smart Shares”	1 share of US$1.00 each in the share capital of Achieve
	Smart legally and beneficially owned by the Vendor,
	representing the entire issued and paid up share capital
	of Achieve Smart
“Board”	the board of Directors
“Bright Horizon”	Bright Horizon Worldwide Inc., a company incorporated
	in the British Virgin Islands and wholly and beneficially
	owned by the Vendor
“Bright Horizon Shares”	2 shares of US$1.00 each in the share capital of Bright
	Horizon legally and beneficially owned by the Vendor,
	representing the entire issued and paid up share capital
	of Bright Horizon
“Company”	China Energy Development Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Stock Exchange
	(stock code: 00228)
“Completion”	the completion of the sale and purchase of the Sale
	Shares and the Sale Loan under the Disposal Agreement
“Completion Date”	the date on which Completion takes place which shall be
	the third business day after all the conditions precedent
	have been fulfilled or waived by the Purchaser or the
	Vendor (as the case may be) in accordance with the terms
	of the Disposal Agreement or such other date as may be
	agreed by the Vendor and the Purchaser in writing
“Condition Date”	the date falling thirty days from the date of the Disposal
	Agreement or such other date as may be agreed in
	writing between the Purchaser and the Vendor

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	DEFINITIONS
“Consideration”	the consideration payable by the Purchaser to the Vendor
	for the Disposal
“Directors”	the directors of the Company
“Disposal”	the disposal of the Sale Shares and the Sale Loan by the
	Vendor to the Purchaser under the Disposal Agreement
“Disposal Agreement”	the sale and purchase agreement dated 28 October 2008
	and entered into between the Purchaser, the Vendor and
	the Company in respect of the Disposal
“Disposed Group”	the group of companies consisting of Achieve Smart,
	Bright Horizon, MNG and Sinosky
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars
“Hong Kong”	The Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Third Party(ies)”	any person who himself is, and (in the case of corporate
	entity) its ultimate beneficial owners are, to the best
	of the Directors’ knowledge, information and belief
	having made all reasonable enquiries, third party who is
	independent of the Company and its connected person
	(having the meaning ascribed to it under the Listing
	Rules)
“Latest Practicable Date”	13 November 2008 being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information in this circular
“Listing Rules”	The Rules Governing the Listing of Securities on the
	Stock Exchange
“LNG Project”	the investment in and operation of the liquefied natural
	gas business by Sinosky in respect of a concession of
	supplying and transmission of natural gas to Macau and/
	or such other neighboring territories as determined by
	Sinosky

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	DEFINITIONS
“Macau”	The Macao Special Administrative Region of the People’s
	Republic of China
“MNG”	Macau Natural Gas Company Limited, a company
	incorporated in Macau and beneficially owned by
	Achieve Smart and Bright Horizon as to 40% and 60%,
	respectively
“MOP”	Macau Pataca, the lawful currency of Macau
“Purchaser”	Newstar Assets Management Limited, an Independent
	Third Party
“Sale Loan”	all amounts (whether principal, interest or otherwise)
	owing by Achieve Smart, Bright Horizon and MNG to
	the Vendor as at the Completion Date, the aggregate
	amount of which as at the date of the Disposal Agreement
	is HK$76,093,038.48
“Sale Shares”	collectively Achieve Smart Shares and Bright Horizon
	Shares
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholders”	the shareholders of the Company
“Sinopec”	China Petroleum & Chemical Corporation
“Sinosky”	Sinosky Energy (Holdings) Company Limited, a joint
	venture company incorporated in Macau and owned by
	each of MNG and Sinopec as to 50%
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Silverwise Limited, a direct wholly-owned subsidiary of
	the Company incorporated in the British Virgin Islands
“%”	per cent

Unless otherwise specified, the MOP amount in this circular have been converted into the HK$ amount at an exchange rate of MOP1.00 = HK$0.97 for reference purpose only.

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LETTER FROM THE BOARD

(incorporated in the Cayman Islands with limited liability)

(Stock code: 00228)

Executive Directors:

Mr. Tong Seak Kan (Chairman) Mr. Yim Chi Keung (Deputy Chairman) Mr. Chan Wai Keung (Chief Executive Officer) Mr. Chan Shi Yung Mr. Chui Kwong Kau Mr. Chang Kuo Tien Mr. Wang Xiang Jun

Independent Non-executive Directors:

Mr. Chang Kin Man Mr. Ip Wing Lun Ms. Li Yuen Yu, Alice

Registered Office: Cricket Square Hutchins Drive P. O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: Unit 3607, 36th Floor, West Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

17 November 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION INVOLVING DISPOSALS OF ACHIEVE SMART FINANCE LIMITED AND BRIGHT HORIZON WORLDWIDE INC.

INTRODUCTION

Reference is made to the announcement made by the Company dated 30 October 2008. On 28 October 2008 (after trading hours), the Vendor entered into the Disposal Agreement with the Purchaser whereby the Purchaser has agreed to acquire and the Vendor has agreed to sell the Sale Shares and the Sale Loan for an aggregate consideration of HK$76,093,061.88 (subject to adjustment). The Sale Shares represent the entire issued share capital of Achieve Smart and Bright Horizon.

Achieve Smart and Bright Horizon are the registered and beneficial owners of the entire issued share capital of MNG as to 40% and 60%, respectively. MNG is the registered and

* for identification purpose only

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LETTER FROM THE BOARD

beneficial owner of 50% of the entire issued share capital of Sinosky, a joint venture company of MNG and Sinopec which holds the rights to the LNG Project.

The entering into of the Disposal Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with, among other things, details of the Disposal Agreement and the transaction contemplated therein.

THE DISPOSAL AGREEMENT

Date

28 October 2008

Parties

Purchaser: Newstar Assets Management Limited

Vendor: Silverwise Limited, a direct wholly-owned subsidiary of the Company

Guarantor: the Company (as guarantor to the Vendor)

The Purchaser is an investment holding company. To the best of the information, knowledge and belief of the Directors having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner(s) are Independent Third Parties. The Company has not entered into any transactions with the Purchaser and/or its ultimate beneficial owner(s) in the past 12 months which are required to be aggregated with the Disposal under Rule 14.22 of the Listing Rules.

Assets to be disposed

The assets to be disposed comprise of the Sale Shares and the Sale Loan. The Sale Shares represent the entire issued share capital of Achieve Smart and Bright Horizon. The Sale Loan represents all amounts (whether principal, interest or otherwise) owing by Achieve Smart, Bright Horizon and MNG to the Vendor as at the Completion Date, the respective amount of which as at the date of the Disposal Agreement is HK$16,607,865.52, HK$31,386,360.96 and HK$28,098,812.00, and the aggregate sum of which being HK$76,093,038.48. The Sale Loan was incurred from time to time by amounts advanced to Achieve Smart, Bright Horizon and MNG by the Vendor for the purpose of financing the operating expenses of the Disposed Group and the LNG Project.

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LETTER FROM THE BOARD

Consideration

The Consideration payable for the Sale Shares and the Sale Loan shall be HK$76,093,061.88 (subject to adjustment), comprising HK$23.40 as the consideration for the Sale Shares and HK$76,093,038.48 as the consideration for the Sale Loan.

The aggregate Consideration of HK$76,093,061.88 shall be paid by the Purchaser to the Vendor in the following manner upon Completion:

• (a) paying the sum of HK$38,000,000 in cash to the Vendor; and

• (b) issuing to the Vendor the promissory note in a principal amount of HK$38,093,061.88, which shall become due and payable by the Purchaser to the Vendor on the date falling 30 days from the Completion Date.

The Consideration was arrived at upon negotiations on an arm’s length commercial basis between the parties by reference to (a) the net liabilities of the Disposed Group as at 31 August 2008 of approximately HK$21,700,000 and (b) the face value of the Sale Loan in the amount of HK$76,093,038.48.

In the event that the aggregate amount of the Sale Loan as at the Completion Date is more than or less than HK$76,093,038.48, the Consideration shall be adjusted by increasing or reducing (as the case may be) the principal amount of the promissory note to be issued by the Purchaser in favour of the Vendor upon Completion on a dollar-for-dollar basis.

The net losses before and after taxation and extraordinary items of the Disposed Group was approximately HK$599,000 and HK$8,190,000 for the years ended 31 December 2006 and 31 December 2007, respectively.

The Directors (including the independent non-executive Directors) consider that the terms of the Disposal Agreement are fair and reasonable.

Conditions Precedent

Completion of the Disposal Agreement is conditional upon the following conditions being fulfilled and remaining fulfilled or waived by the Purchaser as at Completion:

• (a) the Purchaser undertaking and completing a due diligence investigation in respect of the Disposed Group and the Purchaser being reasonably satisfied with the results of such due diligence investigation;

• (b) there being no material adverse change or development in the position or condition, financial or otherwise, of the Disposed Group; and

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LETTER FROM THE BOARD

• (c) the warranties in the Disposal Agreement remaining true, accurate and not misleading in all material.

In the event that not all the above conditions precedent have been fulfilled or waived by the Purchaser by no later than 5:00 p.m. on the Condition Date (or by such later date(s) as the parties to the Disposal Agreement may agree in writing), the Disposal Agreement shall lapse and be of no further effect and neither party to the Disposal Agreement shall have any claim, liability or obligation against the other party (save as in respect of any antecedent breaches of the Disposal Agreement).

As at the Latest Practicable Date, none of the above conditions precedent has been fulfilled.

Completion

Completion shall take place on the third business day after all the conditions precedent have been fulfilled or waived by the Purchaser or the Vendor (as the case may be) or such other date as may be agreed by the Vendor and the Purchaser in writing.

Upon Completion, Achieve Smart, Bright Horizon and MNG will cease to be subsidiaries of the Company and their financial results will not be consolidated into the Group’s financial statement. Sinosky will cease to be a jointly controlled entity of the Group.

INFORMATION ON THE COMPANY AND THE GROUP

The Company is principally engaged in investment holding. The principal activities of the Group include operating a chain of Chinese restaurants in Hong Kong and investing in liquefied natural gas business in Macau and other neighboring territories.

INFORMATION ON THE DISPOSED GROUP

Achieve Smart is a limited liability company incorporated in the British Virgin Islands and is wholly and beneficially owned by the Vendor. Achieve Smart is principally engaged in investment holding and owns 40% interest in the entire issued share capital of MNG.

Bright Horizon is a limited liability company incorporated in the British Virgin Islands and is wholly and beneficially owned by the Vendor. Bright Horizon is principally engaged in investment holding and owns 60% interest in the entire issued share capital of MNG.

MNG is a limited liability company established in Macau and is principally engaged in investment in liquefied natural gas business in Macau and other neighboring territories. Sinosky is a joint venture company established in Macau and owned by each of MNG and Sinopec as to 50%. Sinosky is principally engaged in investment in and operation of liquefied natural gas supply and transmission in relation to the LNG Project.

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LETTER FROM THE BOARD

FINANCIAL INFORMATION ON THE DISPOSED GROUP

The turnover, loss before taxation and loss after taxation of the Disposed Group for the year ended 31 December 2007 were nil, HK$8,200,000 and HK$8,200,000, respectively. As at 31 December 2007 and 31 August 2008, the net liabilities of the Disposed Group was HK$15,200,000 (audited) and HK$21,700,000 (unaudited), respectively.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Company invested in the LNG Project on 20 November 2006 when the Company decided to diversify its business into the energy sector. As disclosed in the Company’s announcements dated 10 October 2006 and 12 January 2007, as the LNG Project progresses, the Company may require to inject additional capital contribution to MNG and Sinosky, and to procure project financing at Sinosky’s level. The capital investment by Sinosky on the LNG Project was expected to be in the magnitude of MOP8,000,000,000 (equivalent to approximately HK$7,760,000,000), of which approximately 20% must be financed by the shareholders of Sinosky and 80% might be financed by project financing. Based on the Company’s 50% shareholding in Sinosky, the Company is required to inject at least further approximately HK$800,000,000 to Sinosky, even assuming that Sinosky can successfully obtain a 80% project financing from financial institutions.

The Board had re-assessed whether it is reasonable and beneficial to the Group to make further investment in the LNG Project. In light of the recent financial turmoil in global markets and the highly-fluctuated prices of energy-related commodities, the Board considers that it is necessary to review the financial risks associated with the continuation of the LNG Project before the Company commits further funding to it.

Based on the existing funding plan of the LNG Project, Sinosky will require additional funding of approximately HK$4,000,000,000 from now and during the year of 2009 for its initial construction work and order of plants and equipment. If the Company were to continue investing in the LNG Project, it would have to contribute between HK$400,000,000 (assuming Sinosky can obtain a 80% project financing, which seems unlikely in view of the current market situation) and HK$2,000,000,000 (assuming Sinosky fails to secure any project financing, in which case the entire funding must be raised from the shareholders of Sinosky) to Sinosky during the year of 2009. As at 30 June 2008, the cash and bank balances of the Group amounted to HK$396,932,000.

While the Company still maintains its long-term confidence on the LNG Project and can meet the imminent capital call from MNG from the Company’s internal resources without recourse to external funding immediately, further capital call from MNG, as the LNG Project progresses, will ultimately exhaust the Company’s entire working capital unless the Company can raise external funding either by way of equity or debt financing. Based on the Company’s assessment, the global economy is unlikely to recover during the year of 2009 and it will

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LETTER FROM THE BOARD

be difficult, if not impossible, for the Company to raise fund from either equity or debt financing in order to make further capital contribution to the LNG Project in the foreseeable future and to meet the funding timetable of Sinosky.

Accordingly, the Board has come to the conclusion that in light of the recent development of the global economy, it is no longer in the best interest of the Company to continue and further invest into the LNG Project as this would severely impair the Company’s cash position and also increase the risk profile of the Company.

Under the Disposal Agreement, the Purchaser agreed to acquire the Sale Shares at a nominal value even though the Disposed Group has net liabilities of approximately HK$21,700,000. In addition, the Purchaser agreed to acquire the Sale Loan at its face value. In such circumstances, the Board is of the view that the entering into of the Disposal Agreement is beneficial to the Company and the Shareholders as a whole since it will minimize the loss of the Company’s investment so far in the LNG Project and alleviate the financial burden created by the LNG Project on the Company.

The Board is therefore of the opinion that the Disposal represents a good opportunity for the Company to dispose the Disposed Group.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Disposal Agreement are on normal commercial terms, which are fair and reasonable and the entering into of the Disposal Agreement is in the interests of the Company and the Shareholders as a whole.

FINANCIAL EFFECT OF THE DISPOSAL

The Directors estimated that, upon Completion, the Group is expected to record a loss from the Disposal of approximately HK$260,000,000 which represents the difference between (a) the proceeds from the Disposal and (b) the aggregate of the carrying value of the Company’s investment in the Disposed Group and the goodwill of HK$284,000,000 created on acquiring the Disposed Group as reflected in the accounts of the Group as at 31 December 2007. It is expected that both the total assets and total liabilities of the Group will be decreased by approximately HK$390,000,000 and approximately HK$130,000,000, respectively following the Disposal.

USE OF PROCEEDS

The Directors expect that the net proceeds from the Disposal of approximately HK$76,000,000 (after deducting all relevant fees and expenses) will be used for general working capital of the Group.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

The entering into of the Disposal Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendix to this circular.

By order of the Board China Energy Development Holdings Limited Tong Seak Kan

Chairman and Executive Director

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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’ INTERESTS IN SECURITIES

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in shares, underlying shares and debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which (a) 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); (b) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the “Model Code”), to be notified to the Company and the Stock Exchange, was as follows:

(a) Long Position in Shares

			Approximate
		Total number	percentage in
Name of Director	Capacity	of Shares held	issued Shares
Chang Kuo Tien	Interest in controlled	581,086,000	19.20%
	corporation	(Note)
Tong Seak Kan	Interest in controlled	581,086,000	19.20%
	corporation	(Note)

Note: These Shares are held as to 462,086,000 by East Global International Limited (“East Global”) and as to 119,000,000 by Addlevel Investments Limited (“Addlevel”). Addlevel is wholly-owned by East Global. Each of Tong Seak Kan and Chang Kuo Tien holds 50% of the entire issued share capital of East Global.

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GENERAL INFORMATION

APPENDIX

• (b) Long Position in Underlying Shares Under the Share Option Scheme of the Company

			Number of
		Number of	Underlying
Name of Director	Capacity	options held	Shares held
Chan Wai Keung	Beneficial Owner	25,000,000	25,000,000
Chan Shi Yung	Beneficial Owner	25,000,000	25,000,000
Chang Kuo Tien	Beneficial Owner	20,000,000	20,000,000
Chui Kwong Kau	Beneficial Owner	25,000,000	25,000,000
Tong Seak Kan	Beneficial Owner	20,000,000	20,000,000

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which (i) 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 the interests and short positions, if any, which they were taken or deemed to have under such provisions of the SFO); (ii) were required, pursuant to Section 352 of the SFO, to be entered in the register referred to in such provisions of the SFO; or (iii) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS’ INTERESTS

So far as is known to the Directors or chief executive of the Company, there are no persons (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would fall to be disclosed under provisions of Division 2 and 3 of Part XV of the SFO, or who, as at the Latest Practicable Date, was directly and 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 member the Group.

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GENERAL INFORMATION

APPENDIX

4. SERVICE CONTRACT

As at the Latest Practicable Date, none of the Directors had any existing or proposed 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).

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors and their respective associates was considered to have interests in businesses apart from the Group’s businesses which compete, or are likely to compete, either directly or indirectly, with the businesses of the Group pursuant to Rule 8.10 of the Listing Rules.

6. 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 or claim of material importance known to the Directors to be pending or threatened against any member of the Group.

7. MISCELLANEOUS

• (a) The registered office of the Company is located at Cricket Square, Hutchins Drive, P. O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The head office of the Company and its principal place of business in Hong Kong is at Unit 3607, 36th Floor, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong.

• (b) The qualified accountant and the Company Secretary of the Company is Mr. Wong Siu Keung, Joe, who is an associate member of The Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.

• (c) The principal share registrar and transfer office of the Company is Butterfield Fund Services (Cayman) Limited at Butterfield House, 68 Fort Street, P. O. Box 705, Grand Cayman KY1-1107, Cayman Islands.

• (d) The Hong Kong branch share registrar of the Company is Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (e) The English text of this circular shall prevail over the Chinese text in the event of any inconsistency between the English and the Chinese text.

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