China Foods Limited — Proxy Solicitation & Information Statement 2002

Aug 6, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in G-Prop (Holdings) Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other 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.

G-PROP (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

ACQUISITION OF

CAPITAL SIGN ENTERPRISES LIMITED

(DISCLOSEABLE TRANSACTION)

5th August, 2002

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Acquisition of Capital Sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The S&P Agreement dated 11th July, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information on Capital Sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information on Fame City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Valuation of Capital Sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Method of Financing the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Change of use of proceeds from the
placing of HK$100 million convertible bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

DEFINITIONS

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

• “Acquisition” the acquisition by SFIL of the entire issued share capital of Capital Sign pursuant to the S&P Agreement

• “Capital Sign” Capital Sign Enterprises Limited, an investment holding company incorporated in the British Virgin Islands with limited liability

• “Company” G-Prop (Holdings) Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• “Completion Date” 11th October, 2002 or such other date as the parties to the S&P Agreement may from time to time agree

• “Department Store” the department store to be open and operated at the Property by the Relevant Subsidiary

• “Directors” directors of the Company “Dongguan” Dongguan City, Guangdong Province, PRC “Fame City” Fame City Department Stores Group Limited, a company incorporated in Hong Kong with limited liability and the whollyowned subsidiary of IBP

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency for the time being of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hotel” the hotel scheduled to be formally open in December 2002 at Changming Tower, Houjie Town, Dongguan

• “IBP” International Brand Products Holding Limited, a company incorporated in the British Virgin Islands, which has a whollyowned subsidiary, Fame City

• “Latest Practicable Date” 2nd August, 2002, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in it

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DEFINITIONS

“Lease Agreement”

the lease agreement dated 18th June, 2002 between the Lessor and Fame City in relation to the Property for a term of 10 years commencing on the formal opening of the Hotel for Fame City (or its Relevant Subsidiary) to operate a department store

• “Lessor”

• Dongguan Changming Industrial Company Limited, a domestic PRC enterprise independent of and not connected with any beneficial owners of IBP or the directors, chief executive and substantial shareholders of the Company, any of its subsidiaries, or their respective associates (as defined in the Listing Rules)

• “Listing Rules”

Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• The People’s Republic of China but (for the purposes of the S&P Agreement and this circular) excluding Hong Kong, Macau and Taiwan

• “Property”

• the property comprising the space with a total gross floor area of about 3,000 square metres in the commercial areas in the basement and on the main entrance lobby level of the Hotel

• “Relevant Subsidiary” a subsidiary of Fame City, or a joint venture in which Fame City is a party having a controlling interest, or a company in which Fame City has control or effective control, to be established or formed between Fame City and the Lessor in Dongguan to undertake the business of department stores in Dongguan

• “S&P Agreement”

• the sale and purchase agreement dated 11th July, 2002 entered into between the Vendor and SFIL in relation to the sale and purchase of the entire issued share capital of Capital Sign

• “SDI Ordinance”

• Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong)

• “SFIL”

• Speed First International Limited, an investment holding company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company

• “Shareholders”

• the shareholders of the Company

• “Shares”

• shares of HK$0.01 each in the share capital of the Company

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

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DEFINITIONS

“Surveyor” LCH (Asia-Pacific) Surveyors Limited, a chartered surveyor firm in Hong Kong, which, together with its beneficial owners, is independent of and not connected with the Company, the directors, chief executive and substantial shareholders of the Company, any of its subsidiaries, or their respective associates (as defined in the Listing Rules) “Vendor” Ms. Lo Gar Ling, Emily

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LETTER FROM THE BOARD

G-PROP (HOLDINGS) LIMITED

(incorporated in Bermuda with limited liability)

Executive Directors:

Mr. Chan Hung Lit, Simon (Chairman) Mr. Cheung Kwai Sun, Roger (Deputy Chairman) Mr. Lee Sze Kwong, William (Managing Director) Mr. Lo Siu Wah Mr. Li Wing Kin

Independent non-executive Directors:

Mr. Lai Hin Wing, Henry Mr. Chan Kam Wing, Jack

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Head office and principal place of business in Hong Kong: 13th Floor New World Tower Two 18 Queen’s Road Central Hong Kong

5th August, 2002

• To the Shareholders and, for information, holders of the 7.5% convertible bonds due 2002 of the Company and holders of non-interest bearing convertible bonds due 2004 of the Company

Dear Sir or Madam,

ACQUISITION OF CAPITAL SIGN ENTERPRISES LIMITED (DISCLOSEABLE TRANSACTION)

INTRODUCTION

It was announced on 15th July, 2002 that SFIL (a wholly-owned subsidiary of the Company) entered into a conditional S&P Agreement with the Vendor on 11th July, 2002 pursuant to which SFIL agreed to acquire the entire issued share capital of Capital Sign at HK$12,000,000. The Acquisition under and contemplated by the S&P Agreement constitutes a discloseable transaction for the Company under the “modified calculation concession” approved by the Stock Exchange as mentioned in the announcement of the Company dated 24th December, 2001. This circular contains further details of the Acquisition for Shareholders’ information.

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LETTER FROM THE BOARD

ACQUISITION OF CAPITAL SIGN

The S&P Agreement dated 11th July, 2002

Parties

Purchaser: SFIL, a wholly-owned subsidiary of the Company

Vendor: Ms. Lo Gar Ling, Emily, who is independent of and not connected with the Company, the directors, chief executive and substantial shareholders of the Company, any of its subsidiaries, or their respective associates (as defined in the Listing Rules) and was on the date of the S&P Agreement holding 5,000,000 Shares (representing about 0.7% in the issued share capital of the Company).

Description

Under the S&P Agreement, SFIL agrees to acquire from the Vendor the entire issued share capital (being 1 ordinary share of US$1.00 each in the issued share capital) of Capital Sign free from any mortgages, charges, liens, pledges, options and third party rights or other encumbrances (if any) on Completion Date and with all rights and benefits attached thereto as from Completion Date.

Condition precedent

Completion of the Acquisition is (unless otherwise waived by SFIL) subject to SFIL being provided on or before Completion Date with a legal opinion by a PRC law firm confirming to the satisfaction of SFIL, among others, the ownership of the Property and the validity, legality and binding power of the Lease Agreement.

Consideration

The consideration payable by SFIL to the Vendor under the S&P Agreement is HK$12,000,000 which will be satisfied by the payment of:

• (a) HK$500,000 on the date of the S&P Agreement;

• (b) HK$5,500,000 on Completion Date; and

• (c) HK$6,000,000 on or before the later of:

• (i) 10th January, 2003; and

• (ii) the 7th business day after the formal opening of the Department Store.

The consideration was determined after arm’s length negotiations between SFIL and the Vendor with reference to the valuation of Capital Sign at HK$12,000,000 as at 10th July, 2002 by the Surveyor.

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LETTER FROM THE BOARD

Information on Capital Sign

Capital Sign is an investment holding company incorporated in the British Virgin Islands on 25th January, 2002 with limited liability. As at the Latest Practicable Date, the only asset of Capital Sign is its investment interest in 40% of the issued share capital of IBP, and Capital Sign is the single largest shareholder in IBP. The remaining 60% of the issued share capital of IBP are beneficially owned by four parties which are independent among themselves and not connected with each other and each of them are independent of and not connected with the Company, the directors, chief executive and substantial shareholders of the Company, any of its subsidiaries, or their respective associates (as defined in the Listing Rules).

IBP is an investment holding company incorporated in the British Virgin Islands on 8th May, 2002 with limited liability and it has a wholly-owned subsidiary, Fame City.

Capital Sign has been incorporated for less than seven months, and it has not yet commenced business. As at the date of the S&P Agreement, the unaudited consolidated management accounts of the group of Capital Sign show that the group has net liabilities of about HK$52,000 and net loss since the date of incorporation of Capital Sign of about HK$52,000.

Information on Fame City

Fame City is a company incorporated in Hong Kong on 12th June, 2002 with limited liability and as at the Latest Practicable Date is the only asset of IBP.

On 18th June, 2002, the Lessor and Fame City entered into the Lease Agreement whereby Fame City (or its Relevant Subsidiary) is entitled to use the Property for operating a department store for the period of ten years commencing on the formal opening of the Hotel which is expected to take place in December 2002. The Property comprises the commercial areas in the basement and on the main entrance lobby level of the Hotel with a total gross floor area of about 3,000 square metres.

Fame City will form a Relevant Subsidiary in Dongguan to operate the Department Store and it has already instructed PRC lawyers to start working on the formation of the Relevant Subsidiary and the making of applications for all relevant licences and permits for operating the Department Store. Under the Lease Agreement, the Lessor will be entitled (but not obliged) to invest in 10% interest in the Relevant Subsidiary at the time of its establishment. Fame City and the Lessor are still negotiating the detailed structure of, and the terms of investment of the Lessor in, the Relevant Subsidiary. Accordingly formal applications for the formation of the Relevant Subsidiary and for the relevant licences and permits have not yet been submitted to the relevant PRC regulatory authorities.

Valuation of Capital Sign

The Surveyor valued Capital Sign at HK$12,000,000 as at 10th July, 2002 by using the income approach assuming that the economic life of Fame City is the same as the term of the Lease Agreement (i.e. 10 years). In conducting the valuation, the Surveyor assumes that Fame City is able to obtain the relevant business licence on time, that the management of Fame City is competent to promote as well as manage the Department Store and that Fame City will receive economic benefits through introducing famous apparel brands to set up retail counters within the Department Store. The valuation of HK$12,000,000 was arrived at by allocating 40% of the total value of Fame City to Capital Sign. As there was at the time of valuation no definite information on the structure of the Relevant Subsidiary or

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LETTER FROM THE BOARD

the terms of the Lessor’s investment in the Relevant Subsidiary, the Surveyor in its valuation of Capital Sign has assumed that Fame City will have full control over the Relevant Subsidiary. Hence, the Surveyor has not taken into account the sharing of future income in the Relevant Subsidiary by the Lessor.

Information on the Group

The Company is incorporated in Bermuda with limited liability and its shares are listed on the Stock Exchange. The Group is principally engaged in manufacturing of energy saving machines and in property development and investment.

As at 31st March, 2002, the Group’s audited consolidated net liabilities were about HK$159 million. The Group recorded audited consolidated losses for the two years respectively ended 31st March, 2001 and 31st March, 2002 of about HK$458.4 million and HK$295.6 million respectively. As at 31st March, 2002, the Group had cash and bank balances of about HK$562,000 and total borrowing of about HK$352.2 million.

Reasons for the Acquisition

The Directors have at all times been looking for business opportunities for the Group which are cash generating in a continuous manner. The Directors have noted that southern China is economically more developed in recent years and Dongguan is among the cities with the highest per capita income in Guangdong province. Moreover, there is a large population of Taiwanese investors in Dongguan, who generally have a higher than average spending power. The Directors believe that there is a growing retail market in southern China for both high class and ordinary class products and such a market has a potential for generating steady cash income for the Group.

The Directors have also noted that Fame City will, since about December 2002 and through its Relevant Subsidiary, operate a department store in the Property located in the Hotel selling a variety of products and licensing certain space in the department store to famous international brands for operating their own consignment counters, and Fame City is negotiating with various apparel brands to set up retail counters in the department store. As some of the existing directors and the chief executive officer of Fame City are very experienced in merchandising, shop operation, sale and marketing and leasing of retail space in department stores and shopping malls in the PRC, Hong Kong and Singapore, the Directors have confidence in the management team of Fame City.

The Directors believe that it is a good opportunity for the Company to acquire certain interests in Fame City by becoming its single largest ultimate shareholder through the holding of Capital Sign to take advantage of the cash generating retail business in southern China. The goodwill to be recognised in the accounts of the Group arising from the completion of the Acquisition will be approximately HK$12 million. Although after the Acquisition there will be a negative effect on the net tangible asset value of the Group in the short term, the Directors believe that since the operation of the Department Store will generate cash flow, the Acquisition will have a long term beneficial effect on the earnings and financing position of the Group.

Based on the business plan provided by the management of Fame City, the Directors anticipate that the investment of HK$12 million will be fully recovered in less than 10 years. In addition, since the Department Store will be one of the very few (if any) department stores in southern China specializing in the sale of famous brand apparels and products, the Directors believe that this business has great potential and its value may well appreciate within a few years.

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LETTER FROM THE BOARD

After completion of the Acquisition, the Company will hold the entire issued share capital of Capital Sign and will naturally control the composition of the whole board of directors of Capital Sign. As the ultimate single largest shareholder in IBP and Fame City, the Company will also be entitled to appoint representatives, through the exercise of voting rights of Capital sign at shareholders meetings of IBP and Fame City, to the respective boards of directors of IBP and Fame City after completion of the Acquisition. No new Director will be appointed as a result of the Acquisition. The Directors have no intention to remove any existing director and the management staff of Fame City after completion of the Acquisition.

The Directors (including also the independent non-executive Directors) consider that the terms of the S&P Agreement are fair and reasonable, and are in the interests of the Group.

Method of Financing the Acquisition

The consideration for the Acquisition will be funded by general working capital of the Group, which will be increased to the extent of about HK$44 million through the placing of the HK$100 million convertible bonds mentioned in the circulars of the Company dated 22nd February, 2002 as supplemented by another circular of the Company dated 10th July, 2002. In the event the proceeds from the placing of the HK$100 million convertible bonds by Completion Date and early 2003 are insufficient for settling the consideration for the Acquisition or cannot be completed which the Directors believe will not be the case, the Company may still resort to utilising the existing credit facilities of the Company which are more than sufficient to finance the Acquisition. As at the Latest Practicable Date, the placing agent is still using its best endeavours to find subscribers for the convertible bonds. According to the placing agreement in respect of the placing of the HK$100 million convertible bonds, the expected date of completion of the placing is on or before 8th December, 2002.

Change of use of Proceeds from the Placing of HK$100 million Convertible Bonds

As at 5th July, 2002, the latest practicable date stated in the circular of the Company dated 10th July, 2002, the Company was still negotiating with the Vendor in relation to the terms of the Acquisition. It was premature to make provisions for change of use of proceeds to take into account of the consideration for the Acquisition at that stage. When the Company finally concluded the Acquisition on 11th July, 2002, the Directors thought it best to finance the Acquisition by utilizing HK$11.5 million (out of about HK$44 million originally intended for general working capital) from the proceeds of the placing of the HK$100 million convertible bonds, since it is the most cost effective way of financing the Acquisition.

GENERAL

Your attention is also drawn to the Appendix to this circular headed “General Information” for further information on the Group.

Yours faithfully,

For and on behalf of the Board

G-Prop (Holdings) Limited Chan Hung Lit, Simon Chairman

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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. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, save as disclosed below, none of the Directors and the chief executive of the Company had any other interest in the securities of the Company or any associated corporations which has to be notified to the Company and the Stock Exchange pursuant to section 28 of the SDI Ordinance, including interests which they are deemed or taken to have under section 31 or Part I of the Schedule to the SDI Ordinance, or which would be required, pursuant to section 29 of the SDI Ordinance, to be entered in the register referred to therein or would be required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

(i) Shares of the Company

Name		Type of Interest	Number	of Shares held
Chan Kam Wing, Jack		Personal		490,000
Options of the Company
	Number of			Period
	Shares		Exercise	during which
	comprising the		price per	rights are
Name	share options	Date of grant	Share	exercisable
			(HK$)
Chan Hung Lit, Simon	3,270,000	21-3-2002	0.086	21-3-2002 to
				30-9-2002
Cheung Kwai Sun, Roger	34,368	4-1-2000	29.15	4-1-2000 to
				4-1-2003
	1,489	5-1-2000	31.56	5-1-2000 to
				5-1-2003
	8,019	6-1-2000	33.10	6-1-2000 to
				6-1-2003

(ii) Options of the Company

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GENERAL INFORMATION

APPENDIX

	Number of			Period
	Shares		Exercise	during which
	comprising the		price per	rights are
Name	share options	Date of grant	Share	exercisable
			(HK$)
	69,882	20-1-2000	37.36	20-1-2000 to
				20-1-2003
	68,736	24-3-2000	17.17	24-3-2000 to
				24-3-2003
	229,121	26-8-2000	8.79	26-8-2000 to
				25-8-2010
	57,280	21-2-2001	1.74	21-2-2001 to
				20-2-2011
	3,200,000	21-3-2002	0.086	21-3-2002 to
				30-9-2002
Lee Sze Kwong, William	68,736	30-10-1999	16.92	30-10-1999 to
				30-10-2002
	34,368	4-1-2000	29.15	4-1-2000 to
				4-1-2003
	1,489	5-1-2000	31.56	5-1-2000 to
				5-1-2003
	8,019	6-1-2000	33.10	6-1-2000 to
				6-1-2003
	69,882	20-1-2000	37.36	20-1-2000 to
				20-1-2003
	78,474	24-3-2000	17.17	24-3-2000 to
				24-3-2003
	444,495	26-8-2000	8.79	26-8-2000 to
				25-8-2010
	57,280	21-2-2001	1.74	21-2-2001 to
				20-2-2011
	2,350,000	21-3-2002	0.086	21-3-2002 to
				30-9-2002

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APPENDIX

GENERAL INFORMATION

	Number of			Period
	Shares		Exercise	during which
	comprising the		price per	rights are
Name	share options	Date of grant	Share	exercisable
			(HK$)
Lo Siu Wah	97,377	4-1-2000	29.15	4-1-2000 to
				4-1-2003
	2,864	5-1-2000	31.56	5-1-2000 to
				5-1-2003
	24,058	6-1-2000	33.10	6-1-2000 to
				6-1-2003
	209,073	20-1-2000	37.36	20-1-2000 to
				20-1-2003
	206,209	24-3-2000	17.17	24-3-2000 to
				24-3-2003
	1,288,808	26-8-2000	8.79	26-8-2000 to
				25-8-2010
	372,222	28-8-2000	8.79	28-8-2000 to
				27-8-2010
	68,736	21-2-2001	1.74	21-2-2001 to
				20-2-2011
	2,200,000	21-3-2002	0.086	21-3-2002 to
				30-9-2002
Li Wing Kin	2,200,000	21-3-2002	0.086	21-3-2002 to
				30-9-2002
Lai Hin Wing, Henry	366,000	21-3-2002	0.086	21-3-2002 to
				30-9-2002

None of the Directors is materially interested in any contract or arrangement subsisting as at the Latest Practicable Date which is significant to the business of the Group.

None of the Directors is interested, directly or indirectly, in any assets which have been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group since 31st March, 2002, the date to which the latest published audited accounts of the Company were made up.

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GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the Directors and the chief executive of the Company are not aware of any person who was as at the Latest Practicable Date 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 member of the Group.

4. SERVICE CONTRACTS

None of the Directors has any existing or proposed service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)).

5. LITIGATION

The following are details of the material litigation in which the Group is currently involved:

High Court Action No. 12310A of 1999

This is a secondary action commenced by the Company on 30th July, 1999 against Messrs. Wong & Lam, Solicitors, seeking for damages for breach of duty both in contract and tort or failing to exercise all due and reasonable professional care, skill and diligence as solicitors in relation to the sale and purchase of the property referred to in High Court Action No. 463 of 1998.

On 19th May, 2000, the Company was ordered to make payment into Court for the sum of HK$180,000 in response to Messrs. Wong & Lam, Solicitors’ application for security of costs. Payment into Court was effected on 29th May, 2000. The parties have completed discovery and inspection. Since then the handling solicitors have been working on the preparation of witness statements to be filed into Court.

Save as disclosed herein, no member of the Group is engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

6. GENERAL

• (a) The registered office of the Company is located at Clarendon House, Church Street, Hamilton HM 11 Bermuda.

• (b) The head office and principal place of business of the Company is at 13th Floor, New World Tower II, 18 Queen’s Road Central, Hong Kong.

• (c) The principal share registrar of the Company is Butterfield Corporate Services Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke, Bermuda.

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GENERAL INFORMATION

APPENDIX

• (d) The Hong Kong branch share registrar and transfer office of the Company are Secretaries Limited located at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong.

• (e) The secretary of the Company is Hong Ka Kei who is a fellow member of the Association of Chartered Certified Accountants and an associate member of The Hong Kong Society of Accountants.

• (f) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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