Comba Telecom Systems Holdings Limited — Proxy Solicitation & Information Statement 2002

Nov 18, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect 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 Rockapetta Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the banker or 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.

ROCKAPETTA HOLDINGS LIMITED 樂 家 集 團 有 限 公 司[*]

(incorporated in Bermuda with limited liability)

DISCLOSEABLE AND CONNECTED TRANSACTIONS

ACQUISITION OF BREWERKZ SINGAPORE PTE LTD. AND INCENTIVE OPTION AND CALL OPTION GRANTED TO A DIRECTOR OF BREWERKZ SINGAPORE PTE LTD.

Financial adviser

ANGLO CHINESE CORPORATE FINANCE, LIMITED

Independent financial adviser to the independent board committee

==> picture [57 x 47] intentionally omitted <==

A letter from the board of directors of Rockapetta Holdings Limited is set out on pages 5 to 16 and a letter from the independent board committee of Rockapetta Holdings Limited is set out on page 17 of this circular.

A letter from Kingsway Capital Limited, the independent financial adviser, containing the advice and recommendation to the independent board committee of Rockapetta Holdings Limited is set out on pages 18 to 22 of this circular.

A notice convening a special general meeting of Rockapetta Holdings Limited to be held at Suite 2310, Island Place Tower, 510 King’s Road, Hong Kong on 2nd December, 2002 at 10:15 a.m. (Hong Kong Time) is set out on pages 27 to 28 of this circular. Whether or not you intend to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than forty-eight hours before the time appointed for the holding of such meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting (as the case may be) should you so wish.

16th November, 2002

* for identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
Letter from Kingsway . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

• i -

DEFINITIONS

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

• “Anglo Chinese”

Anglo Chinese Corporate Finance, Limited, an investment adviser and dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

• “Announcement”

the announcement made by the Company dated 29th October, 2002 in respect of, amongst other things, the First Agreement, the Second Agreement, the Incentive Option and the Call Option

• “associate(s)”

has the meaning ascribed thereto under the Listing Rules

• “Bestcorp”

Bestcorp Investments Inc, a company incorporated in the British Virgin Islands with limited liability and which is a wholly-owned subsidiary of the Company

• “BI”

Brewerkz Investments Singapore Pte Ltd, a private company incorporated in Singapore with limited liability and which is a substantial shareholder of Brewerkz holding a 33% interest in Brewerkz before completion of the Second Agreement. Except the shareholding of approximately 12% held by the employees of Brewerkz, the company is owned as to approximately 88% by independent third parties not connected with any of the Directors, chief executive, substantial shareholders of the Company or any of their respective associates

• “Board”

the board of Directors

• “Brewerkz”

Brewerkz Singapore Pte Ltd., a private company incorporated in Singapore with limited liability and which is owned as to 51% by the Company through its interests in Masindo, as to 33% by BI and as to 16% by BT

• “BT”

BT Asia Pacific Ltd., a private company incorporated in the British Virgin Islands with limited liability and which is a substantial shareholder of Brewerkz holding a 16% interest in Brewerkz before completion of the Second Agreement. The company is owned by independent third parties not connected with any of the Directors, chief executive, substantial shareholders of the Company or any of their respective associates

• 1 -

DEFINITIONS

“Call Option”	the conditional call option granted to Mr. Devin Otto Kimble to
	subscribe for 389,000 new ordinary shares in Brewerkz,
	representing approximately 10% of the enlarged share capital of
	Brewerkz upon exercise of the call option, at an exercise price of
	S$0.30 (equivalent to approximately HK$1.33) per share and is
	exercisable during the period from 1st January, 2005 to 31st
	December, 2006
“Company”	Rockapetta Holdings Limited, a company incorporated in Bermuda
	with limited liability, the shares of which are listed on the Stock
	Exchange
“Connected Transactions”	the Second Agreement, the Incentive Option and the Call Option
“Directors”	the directors of the Company
“First Agreement”	the subscription agreement dated 31st May, 2002 and entered into
	between Bestcorp, Mr. Hartono Tjahjadi and Masindo in relation
	to, amongst other things, the subscription of 952,000 new shares
	of US$1.00 each in Masindo by Bestcorp at par, representing
	80% of the enlarged issued share capital of Masindo upon
	completion of this subscription agreement
“Group”	the Company and its subsidiaries
“Incentive Option”	the conditional incentive option granted to Mr. Devin Otto Kimble
	under which Masindo shall transfer to Mr. Devin Otto Kimble
	20% of Masindo’s shareholding in Brewerkz as at the date of
	exercise of the incentive option, for a nominal gross sum of S$1.00
	(equivalent to approximately HK$4.43), and is exercisable during
	the period from 1st January, 2005 to 31st December, 2006
“Independent Board Committee”	the independent board committee of the Company comprising Dr.
	Ho Tat Kin and Mr. Lam Lee G, both being the independent non-
	executive Directors
“Kingsway”	Kingsway Capital Limited, an investment adviser registered under
	the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)
	and the independent financial adviser to the Independent Board
	Committee
“Latest Practicable Date”	13th November, 2002, being the latest practicable date prior to
	the printing of this circular for ascertaining certain information
	contained in this circular

• 2 -

DEFINITIONS

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “Masindo” Masindo International Limited, a private company incorporated in the British Virgin Islands with limited liability and which became a 80%-owned subsidiary of the Company upon completion of the First Agreement

• “Mr. Devin Otto Kimble” Mr. Devin Otto Kimble, a director of Brewerkz and, for purposes of the First Agreement, an independent third party not connected with any of the Directors, chief executive, substantial shareholders of the Company or any of their respective associates

• “Mr. Hartono Tjahjadi” Mr. Hartono Tjahjadi, the sole shareholder of Masindo and for purposes of the First Agreement, an independent third party not connected with any of the Directors, chief executive, substantial shareholders of the Company or any of their respective associates. Mr. Hartono Tjahjadi’s shareholding in Masindo was diluted to 20% upon completion of the First Agreement and would be diluted to approximately 10% upon completion of the Second Agreement

• “Second Agreement” the sale and purchase agreement dated 15th October, 2002 and entered into between BI, BT and Masindo in relation to, amongst other things, the acquisition of the remaining 49% interest in Brewerkz held as to 33% by BI and as to 16% by BT by Masindo

• “Service Agreement” the service agreement dated 17th October, 2002 and entered into between Brewerkz, Masindo and Mr. Devin Otto Kimble in relation to, amongst other things, the grant of the Call Option and the Incentive Option to Mr. Devin Otto Kimble

• “SDI Ordinance” the Securities (Disclosure of Interests) Ordinance “SGM” the special general meeting of the Company to be held on 2nd December, 2002 at 10:15 a.m. for the approval of the Connected Transactions

• “Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the Company

• “Shareholders” holders of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

• 3 -

DEFINITIONS

“HK$” and “HK cents”	Hong Kong dollars and cents respectively, the lawful currency of
	Hong Kong
“S$”	Singapore dollars, the lawful currency of Singapore
“US$”	United States dollars, the lawful currency of the United States of
	America

For the purpose of this circular, conversion of US dollars into Hong Kong dollars and Singapore dollars into Hong Kong dollars is calculated at the approximate exchange rate of US$1.00 = HK$7.80 and S$1.00 = HK$4.425, respectively for the purpose of illustration only and does not constitute a representation that any amounts have been, could have been, or may be, exchanged at this or any other rate.

• 4 -

LETTER FROM THE BOARD

ROCKAPETTA HOLDINGS LIMITED 樂 家 集 團 有 限 公 司[*]

(incorporated in Bermuda with limited liability)

Executive Directors: Chan Sheung Wai (Chairman) Ma Tak Lun Chan Lay Hoon Foo Yong Yow

Registered office: Cedar House 41 Cedar Avenue Hamilton HM12 Bermuda

Independent non-executive Directors: Dr. Ho Tat Kin Lam Lee G

Head office and principal place of business in Hong Kong: Suite 2310 Island Place Tower 510 King’s Road Hong Kong

16th November, 2002

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS

ACQUISITION OF BREWERKZ SINGAPORE PTE LTD. AND INCENTIVE OPTION AND CALL OPTION GRANTED TO A DIRECTOR OF BREWERKZ SINGAPORE PTE LTD.

INTRODUCTION

The Directors announced on 29th October, 2002, amongst other things, that on 31st May, 2002, Bestcorp, Mr. Hartono Tjahjadi and Masindo entered into the First Agreement under which Bestcorp subscribed at par value of US$1.00 (equivalent to approximately HK$7.80) each for 952,000 new shares in Masindo, representing 80% of the enlarged share capital of Masindo for a total consideration of US$952,000 (equivalent to approximately HK$7.43 million). The subscription price valued the enlarged issued share capital of Masindo at approximately US$1.19 million (equivalent to approximately HK$9.28 million). The principal asset of Masindo is its 51% interest in Brewerkz, which is principally engaged in the operation of a microbrewery restaurant at the Riverside Point in Singapore. Brewerkz also owns a 100% interest in Café Iguana Pte Ltd., which is principally engaged in the operation of a restaurant and bar at an adjacent location. Upon completion of the First Agreement on 31st May, 2002, Bestcorp held

* for identification purpose only

• 5 -

LETTER FROM THE BOARD

952,000 shares in Masindo, representing 80% of the enlarged share capital of Masindo and the remaining balance of 238,000 shares of Masindo, representing 20% of the enlarged share capital of Masindo, was held by Mr. Hartono Tjahjadi.

The Directors also announced on 29th October, 2002 that on 15th October, 2002, Masindo entered into the Second Agreement with BI and BT under which Masindo agreed to acquire and BI and BT agreed to dispose of their respective 33% and 16% shareholding interests in Brewerkz for a total consideration of approximately S$1.97 million (equivalent to approximately HK$8.73 million). The consideration is payable by Masindo in full in cash upon completion of the Second Agreement. The consideration payable by Masindo will be fully funded by a subscription by Bestcorp of 1,111,000 new shares of US$1.00 each in Masindo at par, with the result that the Company’s interest in Masindo would be increased to approximately 90%. The consideration was arrived at after arm’s length negotiation between BI, BT and Masindo with reference to the unaudited net asset value of Brewerkz as at 30 June, 2002, which was approximately S$2.48 million (equivalent to approximately HK$10.99 million).

The First Agreement and the Second Agreement, when aggregated, constitute discloseable transactions of the Company under Rule 14.12 of the Listing Rules. As BI and BT are the substantial shareholders of Brewerkz, an indirect non-wholly-owned subsidiary of the Company upon completion of the First Agreement, the entering of the Second Agreement by Masindo with BI and BT constitutes a connected transaction of the Company under rule 14.26(1) of the Listing Rules, and is therefore subject to the approval of the Shareholders at the SGM.

The Directors also announced on 29th October, 2002 that on 17th October, 2002, Masindo and Brewerkz entered into the Service Agreement with Mr. Devin Otto Kimble, an existing director of Brewerkz, under which (i) the Incentive Option; and (ii) the Call Option was granted to Mr. Devin Otto Kimble who may either exercise the Incentive Option or the Call Option but not both of them, subject to the fulfillment of certain conditions, as follows:

• (i) under the terms of the Incentive Option, upon fulfillment of certain conditions as detailed below, Masindo shall transfer to Mr. Devin Otto Kimble 20% of its shareholding in Brewerkz held as at the date of exercise of the Incentive Option for a nominal gross sum of S$1.00 (equivalent to approximately HK$4.43). Upon exercise of the Incentive Option, Masindo’s shareholding in Brewerkz will be decreased from 100% to 80% of the share capital of Brewerkz and the balance of the shareholding in Brewerkz representing 20% of the share capital of Brewerkz will be held by Mr. Devin Otto Kimble. Given the consideration for the acquisition of the 49% shareholding interest in Brewerkz under the Second Agreement will be fully funded by a subscription by Bestcorp of 1,111,000 new shares in Masindo, the Company’s interests in Masindo would be increased to approximately 90% and Mr. Hartono Tjahjadi’s shareholding interest in Masindo would be diluted to approximately 10% upon completion of the Second Agreement. Therefore, the effective shareholding interest in Brewerkz held by the Company, through its approximately 90% shareholding interest in Masindo, would be decreased from approximately 90% to approximately 72% upon exercise of Incentive Option; and

• 6 -

LETTER FROM THE BOARD

• (ii) under the terms of the Call Option, upon fulfillment of certain conditions as detailed below, Mr. Devin Otto Kimble may subscribe for 389,000 new ordinary shares, representing approximately 10% of the enlarged share capital of Brewerkz following the exercise of the Call Option at a price of S$0.30 (equivalent to approximately HK$1.33) per share. The exercise price of S$0.30 per share was arrived at with reference to the estimated net asset value of Brewerkz of approximately S$0.24 (equivalent to approximately HK$1.06) per share as at 31st December, 2004. The Call Option is only exercisable in the event that the Incentive Option has not already been exercised. Upon exercise of the Call Option, Mr. Devin Otto Kimble will hold 389,000 ordinary shares in Brewerkz, representing approximately 10% of the enlarged share capital of Brewerkz, and the balance of the shareholding in Brewerkz representing approximately 90% of the enlarged share capital of Brewerkz will be held by Masindo. Given the approximately 90% interest in Masindo held by the Company upon completion of the Second Agreement, the effective shareholding interest in Brewerkz held by the Company through Masindo would be decreased from approximately 90% to approximately 81% upon exercise of the Call Option.

As Mr. Devin Otto Kimble is a director of Brewerkz and Brewerkz is an indirect non-whollyowned subsidiary of the Company upon completion of the First Agreement, the grant of the Incentive Option and the Call Option to Mr. Devin Otto Kimble pursuant to the Service Agreement constitutes a connected transaction of the Company, and is therefore conditional upon, amongst other things, the approval by the Shareholders at the SGM. Kingsway has been appointed to advise the Independent Board Committee.

The purposes of this circular are (i) to provide you with further information on the First Agreement, the Second Agreement, the Incentive Option and the Call Option; (ii) to set out the letter from the Independent Board Committee of their opinion and recommendation and the letter of advice from Kingsway to the Independent Board Committee in respect of the terms of the Connected Transactions; and (iii) to give you notice of the SGM for the purpose of considering, and if thought fit, approving the ordinary resolutions in relation to the Connected Transactions at the SGM.

A submission has been submitted to the Stock Exchange relating to the requirements of paragraph 38 of the Listing Agreement which require that the issuer shall have sufficient level of operations or tangible assets of sufficient value and/or intangible assets for which a sufficient potential value can be demonstrated to the Stock Exchange to warrant the continued listing of the issuer’s securities and the Stock Exchange is reviewing such submission. Shareholders and potential investors should exercise caution in dealing in the Shares.

THE FIRST AGREEMENT

Date : 31st May, 2002

• Parties : (i) Bestcorp (in its capacity as subscriber of the shares in Masindo); (ii) Masindo (in its capacity as investee); and (iii) Mr. Hartono Tjahjadi (in its capacity as the sole shareholder of Masindo holding a 100% shareholding interest in Masindo).

• 7 -

LETTER FROM THE BOARD

Assets acquired

Bestcorp subscribed at par value of US$1.00 (equivalent to approximately HK$7.80) each for 952,000 new shares in Masindo, representing 80% of the enlarged share capital of Masindo for a total consideration of US$952,000 (equivalent to approximately HK$7.4 million). The subscription price valued the enlarged issued share capital of Masindo at approximately US$1.19 million (equivalent to approximately HK$9.28 million). The principal asset of Masindo is its 51% interest in Brewerkz, which is principally engaged in the operation of a microbrewery restaurant “Brewerkz Restaurant & Microbrewery” at the Riverside Point in Singapore. Brewerkz also owns a 100% interest in Café Iguana Pte Ltd., which is principally engaged in the operation of a restaurant and bar “Café Iguana” at an adjacent location.

Completion

The First Agreement was completed on 31st May, 2002. Upon completion of the First Agreement, Bestcorp held 952,000 shares in Masindo, representing 80% of the enlarged share capital of Masindo and the remaining balance of the shareholding in Masindo, representing 20% of the enlarged share capital of Masindo, was held by Mr. Hartono Tjahjadi. At the time when the First Agreement was entered into between Bestcorp, Masindo and Mr. Hartono Tjahjadi, Mr. Hartono Tjahjadi was an independent third party not connected with any of the Directors, chief executive, substantial shareholders of the Company or any of their respective associates.

Consideration and the basis of consideration

The consideration for the subscription of new shares in Masindo was US$952,000 (equivalent to approximately HK$7.4 million) and was settled by cash from internal resources of the Company on 31st May, 2002. The consideration was arrived at after arm’s length negotiation between Bestcorp, Masindo and Mr. Hartono Tjahjadi with reference to the unaudited pro forma net asset value of Masindo as at 30th April, 2002, which was approximately S$1.6 million (equivalent to approximately HK$7.0 million). The Board considers the terms of the First Agreement are fair and reasonable, in the interests of the Shareholders as a whole and are on normal commercial terms.

Conditions precedent

Completion of the First Agreement was conditional upon, amongst other things, the following conditions:

• (1) the result of the due diligence investigation carried out by Bestcorp in respect of Masindo and titles of Masindo to its respective properties and assets is satisfactory in all respects to Bestcorp;

• (2) no new issue of shares in Masindo and no options in respect of the unissued shares of Masindo being granted or agreed to be granted commencing the date of the First Agreement to the completion of the First Agreement; and

• (3) Mr. Hartono Tjahjadi irrevocably and unconditionally waiving his pre-emption rights in respect of the issuance of new shares by Masindo.

• 8 -

LETTER FROM THE BOARD

THE SECOND AGREEMENT

• Date : 15th October, 2002

• Parties : (i) Masindo (in its capacity as the purchaser of shares in Brewerkz);

• (ii) BI (in its capacity as the vendor of its shares in Brewerkz); and

• (iii) BT (in its capacity as the vendor of its shares in Brewerkz).

Assets acquired

Masindo agreed to acquire and BI and BT agreed to dispose of their respective shareholding interests of 1,155,000 shares and 560,000 shares, or an aggregate of 1,715,000 shares of S$1.00 (equivalent to approximately HK$4.43) per share in Brewerkz, representing a total of 49% of the entire issued share capital of Brewerkz for a total consideration of approximately S$1.97 million (equivalent to approximately HK$8.73 million). Both BI and BT are independent third parties not connected with any of the Directors, chief executive, substantial shareholders of the Company or any of their respective associates.

Consideration and the basis of consideration

The consideration for the acquisition of the 33% and 16% shareholding interests in Brewerkz held by BI and BT respectively, or an aggregate of the 49% shareholding interest in Brewerkz amounting to approximately S$1.97 million (equivalent to approximately HK$8.73 million), is payable in full in cash upon completion of the Second Agreement. The consideration payable by Masindo will be fully funded by a subscription by Bestcorp of 1,111,000 new shares of US$1.00 each in Masindo at par, with the result that the Company’s interest in Masindo would be increased to approximately 90%. The consideration was arrived at after arm’s length negotiation between BI, BT and Masindo with reference to the unaudited net asset value of Brewerkz as at 30th June, 2002, which was approximately S$2.48 million (equivalent to approximately HK$10.99 million). The Board, including the independent non-executive Directors considers the terms of the Second Agreement are fair and reasonable, in the interests of the Shareholders as a whole and are on normal commercial terms.

Conditions precedent

Completion of the Second Agreement is conditional upon, amongst other things, the following outstanding conditions:

• (1) all necessary consents or approvals to be granted by third parties, bankers, financial institutions or governmental or regulatory authorities or competent authorities having jurisdiction over the sale of the shares held by BI and BT being obtained by, BI, BT and Masindo;

• 9 -

LETTER FROM THE BOARD

• (2) the Company complying with the Listing Rules, including but without limitation, notifying the Stock Exchange of the transactions contemplated by the Second Agreement (together with any transaction that may be considered as a series of transactions pursuant to the Listing Rules), publishing a relevant announcement, issuing a circular to its Shareholders, and if applicable, obtaining the relevant Shareholders’ approval;

• (3) BI procuring the passing of a shareholders’ resolution at a duly convened extraordinary general meeting of BI to be held to change its name of “Brewerkz Investments Singapore Pte Ltd” to a name (subject to approval by Masindo) that will not contain the name “Brewerkz” or a name similar to or likely to be confused with the name “Brewerkz”;

• (4) where any consent or approval required pursuant to conditions precedent is subject to any conditions, such conditions being reasonably acceptable to Masindo on which they are imposed, and if such conditions are required to be fulfilled before completion, such conditions being fulfilled before completion and such consents or approvals not being revoked or repealed on or before completion; and

• (5) the passing of resolutions by the directors of Brewerkz approving and accepting the resignation of Allan Nisbet, a director of Brewerkz.

BI, BT and Masindo shall use their best endeavours to procure the fulfillment of the conditions precedent, and in particular, shall furnish such information, supply such documents, and do all such acts and things as may be required to enable such conditions precedent to be fulfilled.

If any one of the conditions precedent is not fulfilled or waived on or before 13th January, 2003 or such other date as BI, BT and Masindo may agree in writing, the Second Agreement shall cease and determine and none of BI, BT and Masindo shall have any claim against the other for costs, damages, compensation or otherwise, except in respect of antecedent breaches of the Second Agreement. It is expected that the Second Agreement will be completed on or before 3rd December, 2002.

Implication on Listing Rules

Rule 14.04(5) of the Listing Rules provides that the Stock Exchange will normally aggregate a series of transactions and treat them as if they were one transaction if they were all completed within a short period of time or are otherwise related. As such, the transactions under the First Agreement and the Second Agreement, when aggregated, constitute discloseable transactions under rule 14.12 of the Listing Rules as the aggregate consideration of the First Agreement and the Second Agreement of approximately HK$16.2 million constitutes more than 15% but less than 50% of the adjusted consolidated net tangible asset value of the Group as at 30th June, 2002, being the date to which the latest published financial statements of the Group were made up. Accordingly, this circular contained, amongst other things, details of the First Agreement and the Second Agreement is provided to the Shareholders for their information.

BI and BT are the substantial shareholders of Brewerkz, an indirect non-wholly-owned subsidiary of the Company upon completion of the First Agreement, and accordingly the entering of the Second Agreement by Masindo with BI and BT constitutes a connected transaction under rule 14.26 of the Listing Rules. The completion of the Second Agreement is subject to the approval of the Shareholders at the SGM.

• 10 -

LETTER FROM THE BOARD

SERVICE AGREEMENT

On 17th October, 2002, Masindo and Brewerkz entered into a Service Agreement with Mr. Devin Otto Kimble, an existing director of Brewerkz, under which, (i) the Incentive Option; and (ii) the Call Option were granted to Mr. Devin Otto Kimble who may exercise the Incentive Option or the Call Option but not both of them, subject to the fulfillment of certain conditions, as detailed below:–

The Service Agreement shall commence on the date immediately after the completion of the Second Agreement, which is expected to be on or before 3rd December, 2002, for a fixed period of three years with an option to renew as deemed appropriate by the Board on terms to be agreed with the respective parties under the Service Agreement.

(i) Incentive Option

Under the terms of the Service Agreement, an Incentive Option is granted to Mr. Devin Otto Kimble under which Masindo shall transfer to him 20% of Masindo’s shareholding in Brewerkz held as at the date of exercise of the Incentive Option for a nominal gross sum of S$1.00 (equivalent to approximately HK$4.43), if:

• (a) Brewerkz and its subsidiaries shall have achieved a cumulated audited consolidated net profit after tax of S$2.3 million (equivalent to approximately HK$10.2 million) or more over the period commencing from 1st January, 2002 and ending on 31st December, 2004;

• (b) Brewerkz and its subsidiaries shall have achieved a minimum audited consolidated net profit after tax of S$900,000 (equivalent to approximately HK$4.0 million) for the financial year ending on 31st December, 2003; and

• (c) Brewerkz returns to Masindo S$4.0 million (equivalent to approximately HK$17.7 million) from the commencement of the Service Agreement and ending on 31st December, 2006, whether through dividends, capital reduction or otherwise.

Mr. Devin Otto Kimble shall be entitled to exercise the Incentive Option during the period from 1st January, 2005 to 31st December, 2006, inclusive of both dates.

If the Incentive Option is exercised, it will result in Masindo having a shareholding interest of 80% in the share capital of Brewerkz and the balance of the shareholding in Brewerkz representing 20% of the share capital of Brewerkz will be held by Mr. Devin Otto Kimble. Given the approximately 90% interest in Masindo held by the Company upon completion of the Second Agreement, the effective shareholding in Brewerkz held by the Company would be decreased from approximately 90% to approximately 72% upon exercise of the Incentive Option.

• 11 -

LETTER FROM THE BOARD

(ii) Call Option

Under the terms of the Service Agreement, the Call Option is granted to Mr. Devin Otto Kimble to subscribe for new ordinary shares in Brewerkz, representing approximately 10% of the enlarged share capital of Brewerkz upon exercise of the Call Option at an exercise price of S$0.30 (equivalent to approximately HK$1.33) per share, if:

• (a) Brewerkz and its subsidiaries shall have achieved a cumulated audited consolidated net profit after tax of more than or equal to S$1.8 million (equivalent to approximately HK$8.0 million) but less than S$2.3 million (equivalent to approximately HK$10.2 million) over the period commencing from 1st January, 2002 and ending on 31st December, 2004;

• (b) Brewerkz and its subsidiaries shall have achieved a minimum audited consolidated net profit after tax of S$800,000 (equivalent to approximately HK$3.5 million) for the financial year ending 31st December, 2003; and

• (c) Brewerkz returns to Masindo S$4.0 million (equivalent to approximately HK$17.7 million) from the commencement of the Service Agreement and ending on 31st December, 2006, whether through dividends, capital reduction or otherwise.

Mr. Devin Otto Kimble shall be entitled to exercise the Call Option during the period from 1st January, 2005 to 31st December, 2006. After 31st December, 2006, the Call Option will lapse accordingly. The Call Option is only exercisable by Mr. Devin Otto Kimble in the event that the Incentive Option has not been exercised.

If the Call Option is exercised, it will result in Masindo having a shareholding interest of approximately 90% in the enlarged share capital of Brewerkz and the balance of the shareholding in Brewerkz representing approximately 10% of the enlarged share capital of Brewerkz will be held by Mr. Devin Otto Kimble. Given the approximately 90% interest in Masindo held by the Company upon completion of the Second Agreement, the effective shareholding in Brewerkz held by the Company would be decreased from approximately 90% to approximately 81% upon exercise of the Incentive Option.

Reasons for the Incentive Option and Call Option

Mr. Devin Otto Kimble has over eight years of food and beverage experience in Southeast Asia and has worked in Phnom Penh, Hong Kong and Singapore. He is the co-founder of both “Brewerkz Restaurant & Microbrewery”, opened in 1997 and “Café Iguana”, launched in 2000. As the managing director of Brewerkz since its inception over five years ago, he has played the main role in driving the success of the business. The grant of the Incentive Option and the Call Option are based on different profit targets which serve as an incentive to motivate him to pursue profitable growth for Brewerkz and therefore benefit the Company. The Directors, including the independent non-executive Directors, are of the view that the Incentive Option and the Call Option are fair and reasonable and in the interests of the Shareholders as a whole.

• 12 -

LETTER FROM THE BOARD

Connected transaction

As Mr. Devin Otto Kimble is a director of Brewerkz and Brewerkz is an indirect non-whollyowned subsidiary of the Company upon completion of the First Agreement, the grant of the Incentive Option and the Call Option to Mr. Devin Otto Kimble pursuant to the Service Agreement constitutes a connected transaction of the Company, and is therefore conditional upon, amongst other things, the approval by the Shareholders at the SGM.

SHAREHOLDING STRUCTURE IMMEDIATELY BEFORE AND AFTER THE FIRST AGREEMENT AND THE SECOND AGREEMENT

Immediately before completion of the First Agreement

==> picture [341 x 92] intentionally omitted <==

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

Company
100% 100% 100%
Other Rockapetta Investments Limited
Bestcorp
wholly-owned subsidiaries (“RIL”), RIL’s subsidiaries and
of the Company (Note 1) RIL’s associates (Note 2)
----- End of picture text -----

• Note 1: Other wholly-owned subsidiaries of the Company include T G Capital Limited, T G Securities Limited and Kimay Investment Limited.

Note 2: Reference is made to the circular of the Company dated 25th October, 2002 containing details in relation to the disposal of RIL which in turn owns RIL’s subsidiaries and RIL’s associates.

Immediately after completion of the First Agreement

==> picture [386 x 200] intentionally omitted <==

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

Company
100% 100% 100%
Mr. HartonoTjahjadi Other wholly-owned subsidiaries Bestcorp RIL, RIL’s subsidiaries andRIL’s associates (Note 2)
of the Company (Note 1)
20%
80% 100%
BI BT Masindo Crystal Wines &
Spirits Pte Ltd. (Note 3)
33% 16% 51%
100% 100%
Brewerkz Crystal International Crystal Wines
Distributors Pte Ltd. (Note 3) Pte Ltd. (Note 3)
100%
Café Iguana Pte
Ltd.
----- End of picture text -----

• 13 -

LETTER FROM THE BOARD

• Note 1: Other wholly-owned subsidiaries of the Company include T G Capital Limited, T G Securities Limited and Kimay Investment Limited.

• Note 2: Reference is made to the circular of the Company dated 25th October, 2002 containing details in relation to the disposal of RIL which in turn owns RIL’s subsidiaries and RIL’s associates.

• Note 3: Reference is made to the announcement of the Company dated 3rd October, 2002 containing brief details in relation to the acquisition of the entire issued share capital of Crystal Wines & Spirits Pte Ltd. together with its subsidiaries.

Immediately after completion of the Second Agreement

==> picture [368 x 259] intentionally omitted <==

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

Company
100% 100%
Mr. Hartono Other wholly-owned subsidiaries
Bestcorp
Tjahjadi of the Company (Note 1)
10% 90% (Note 3)
100%
Crystal Wines &
Spirits Pte Ltd. (Note 2)
Masindo
100% 100%
100% (Note 4) Crystal International Crystal Wines
Distributors Pte Ltd. (Note 2) Pte Ltd. (Note 2)
Brewerkz
100%
Café Iguana Pte
Ltd.
----- End of picture text -----

• Note 1: Other wholly-owned subsidiaries of the Company include T G Capital Limited, T G Securities Limited and Kimay Investment Limited.

• Note 2: Reference is made to the announcement of the Company dated 3rd October, 2002 containing brief details in relation to the acquisition of the entire issued share capital of Crystal Wines & Spirits Pte Ltd. together with its subsidiaries.

• Note 3: The consideration for the acquisition of the 49% shareholding interests in Brewerkz from BI and BT by Masindo under the Second Agreement will be fully funded by a subscription of 1,111,000 new shares in Masindo by Bestcorp. Therefore, upon completion of the Second Agreement, the Company’s interest in Masindo would be increased from 80% to approximately 90%.

• Note 4: Upon exercise of: (i) the Incentive Option, Masindo’s shareholding in Brewerkz will be decreased from 100% to 80% of the share capital of Brewerkz and the remaining balance of the shareholding in Brewerkz representing 20% of the share capital of Brewerkz as at the date of exercise of the Incentive Option will be held by Mr. Devin Otto Kimble; or (ii) the Call Option, Masindo’s shareholding in Brewerkz will be decreased from 100% to approximately 90% of the enlarged share capital of Brewerkz and the remaining balance of the shareholding in Brewerkz representing approximately 10% of the enlarged share capital of Brewerkz will be held by Mr. Devin Otto Kimble.

• 14 -

LETTER FROM THE BOARD

INFORMATION ON BREWERKZ

Brewerkz has been engaged in the operation of “Brewerkz Restaurant & Microbrewery”, a microbrewery restaurant at the Riverside Point in Singapore since June 1997. “Brewerkz Restaurant & Microbrewery”, with a total gross floor area of approximately 10,370 square feet, is a premier brewery restaurant with a brewpub concept by combining the unique element of a working brewery with a full service dining establishment. It was awarded for “Best Dining Experience” by the Singapore Tourism Board in 1999. Brewerkz’s wholly-owned subsidiary, Café Iguana Pte Ltd., has been engaged in the operation of a restaurant and bar since July 2000 at the Riverside Point in Singapore. With a total gross floor area of approximately 2,180 square feet, this restaurant and bar mainly serves contemporary, authentic Mexican cuisine.

The audited consolidated profit before and after tax of Brewerkz for the financial year ended 31st December, 2000 and 31st December, 2001 were approximately S$310,000 (equivalent to approximately HK$1.37 million) and S$304,000 (equivalent to approximately HK$1.35 million), and S$111,000 (equivalent to approximately HK$491,000) and S$87,000 (equivalent to approximately HK$385,000), respectively. The unaudited loss before and after tax of Brewerkz for the six months period ended 30th June, 2002 was approximately S$101,000 (equivalent to approximately HK$447,000) and approximately S$101,000 (equivalent to approximately HK$447,000), respectively.

REASONS FOR THE ACQUISITIONS

As stated in the Company’s annual reports of 2000 and 2001, the management of the Group has been continuously reviewing new investment opportunities that have good prospects and diversifying the business of the Group. The acquisition of the 51% shareholding interest in Brewerkz has diversified the business of the Group and facilitated its further expansion into the food and beverage business.

Since its establishment in 1997 in Singapore, Brewerkz has developed a successful brewery/ restaurant concept in Singapore, and has become the leading example in this market. By the year 2000, Brewerkz recorded a turnover of S$7.97 million (equivalent to approximately HK$35.27 million). Growth however has been affected by the continued weakness in the Asian economies and this was further exacerbated by the events on 11th September, 2001 in the United States. Notwithstanding this, Brewerkz was able to record a profit after tax of S$87,000 (equivalent to approximately HK$385,000) for the year ended 31st December, 2001. In the first six months of 2002, Brewerkz made a loss after tax of S$101,000 (equivalent to approximately HK$447,000) due partly to the continued weakness in the restaurant market but also because of the cyclical nature of the industry with the second half generally showing stronger performance than the first six months.

Furthermore, with China’s accession into the World Trade Organisation, China will become a large potential market offering valuable business opportunities. With an established branding, the Group intends to expand Brewerkz into China when suitable opportunities arise. In line with the Group’s strategy to expand its food and beverage business, the acquisition of the remaining 49% interest in Brewerkz allows the Group to obtain full control of Brewerkz to execute and develop its expansion plan more effectively.

• 15 -

LETTER FROM THE BOARD

As a result of the completion of the First Agreement and the Second Agreement, the Group will hold a 100% shareholding interest in Brewerkz through Masindo, a company in which the Group has an approximately 90% shareholding interest. In line with this diversification strategy, the acquisition of Brewerkz will broaden the scope of business of the Group and facilitates its further expansion into the food and beverage business.

SGM

You will find on pages 27 to 28 of this circular a notice of the SGM to be held at Suite 2310, Island Place Tower, 510 King’s Road, Hong Kong at 10:15 a.m. on 2nd December, 2002 for the purpose of considering and, if thought fit, approving the Connected Transactions.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and deposit the same at the branch share registrar of the Company as soon as possible but in any event not less than forty-eight hours before the time appointed for the holding of the SGM. Completion of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

As no Shareholders are interested in the Connected Transactions, all Shareholders can vote on the resolutions regarding the Connected Transactions.

RECOMMENDATIONS

The Independent Board Committee has been formed to advise the Shareholders and Kingsway has been appointed to advise the Independent Board Committee in respect of the Connected Transactions.

The Independent Board Committee, having taken into account the principal factors and the advice of Kingsway, considers that the terms of the Connected Transactions are fair and reasonable so far as the interests of the Shareholders are concerned and the Connected Transactions are in the interest of the Company and the Shareholders as a whole. Accordingly, it unanimously recommends that the Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the Connected Transactions.

The Connected Transactions will not be completed unless it is approved by the Shareholders. You are asked to read the recommendation given by the Independent Board Committee and Kingsway before you decide what action to take in response to the Connected Transactions.

ADDITIONAL INFORMATION

Your attention is drawn to the letter from the Independent Board Committee and the letter from Kingsway which sets out their advice to the Independent Board Committee and other general information set out in the appendix to this circular and the notice of the SGM.

Yours faithfully, For and on behalf of the Board

Chan Sheung Wai

Chairman

• 16 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

ROCKAPETTA HOLDINGS LIMITED 樂 家 集 團 有 限 公 司[*]

(incorporated in Bermuda with limited liability)

16th November, 2002

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTIONS

ACQUISITION OF BREWERKZ SINGAPORE PTE LTD. AND INCENTIVE OPTION AND CALL OPTION GRANTED TO A DIRECTOR OF BREWERKZ SINGAPORE PTE LTD.

We refer to the circular dated 16th November, 2002 issued by the Company of which this letter forms part. Terms used herein shall have the same meanings as those defined in the circular unless the context otherwise requires.

We have been appointed by the Board to be members of the Independent Board Committee to consider the terms and conditions of the Connected Transactions, and to advise you in connection therewith. Kingsway has been appointed as the independent financial adviser to advise the Independent Board Committee in this respect.

We wish to draw your attention to the letter form the Board, as set out on pages 5 to 16 of this circular, and the letter from Kingsway, as set out on pages 18 to 22 of the circular, containing their respective opinions in respect of the Connected Transactions. After taking into consideration the terms and conditions of the Connected Transactions and the opinion of Kingsway and in particular the principal factors and reasons contained therein, the Independent Board Committee considers that the terms and conditions of the Connected Transactions are fair and reasonable so far as the Shareholders are concerned. Accordingly, the Independent Board Committee recommends the Shareholders to vote in favour of the ordinary resolutions to be proposed at the SGM to approve the Connected Transactions.

Yours faithfully, Lam Lee G Dr. Ho Tat Kin Independent Board Committee

* for identification purpose only

• 17 -

LETTER FROM KINGSWAY

The following is the full text of the letter of advice to the Independent Board Committee from Kingsway dated 16th November, 2002 prepared for incorporation in this circular.

==> picture [125 x 61] intentionally omitted <==

16th November, 2002

To The Independent Board Committee of Rockapetta Holdings Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTIONS

ACQUISITION OF BREWERKZ SINGAPORE PTE LTD. AND INCENTIVE OPTION AND CALL OPTION GRANTED TO A DIRECTOR OF BREWERKZ SINGAPORE PTE LTD.

We have been engaged to advise the Independent Board Committee in respect of the terms of (i) Second Agreement; and (ii) the Service Agreement including the grants of the Incentive Option and the Call Option, details of which are set out in the circular dated 16th November, 2002 (the “Circular”) to shareholders of the Company, in which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular.

In formulating our opinion, we have assumed that all information, representations and opinions contained or referred to in the Circular are true, accurate and complete in all respects and that they may be relied upon and continue to be so at the date of the dispatch of the Circular. We are not aware of any factors, which may render such information and representations untrue, inaccurate or misleading.

We consider that we have reviewed sufficient information to enable us to reach an informed view and we have no reason to suspect that any material information has been omitted or withheld to justify us relying on the accuracy of the information contained in the Circular and to provide us with a reasonable basis for our advice. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company and its subsidiaries.

• 18 -

LETTER FROM KINGSWAY

PRINCIPAL FACTORS CONSIDERED

In arriving at our opinion as regards the terms of the Connected Transactions, we have taken the following principal factors into account:

Second Agreement

• (i) Masindo agreed to acquire from BI and BT 49% shareholding interests in Brewerkz at an aggregate consideration of about S$1.97 million (or about HK$8.73 million). The consideration was arrived at after arm’s length negotiation and with reference to the unaudited net asset value as at 30th June, 2002 of Brewerkz of about S$2.48 million (or about HK$10.99 million). The acquisition is funded by a subscription by Bestcorp of 1,111,000 shares of US$1.00 each in Masindo at par, with the result that the Company’s interest in Masindo would increase to about 90%.

• (ii) It is noted that Brewerkz operates “Brewerkz Restaurant & Microbrewery” since June 1997, a microbrewery restaurant at the Riverside Point in Singapore with a total gross floor area of about 10,370 square feet. The microbrewery restaurant won the Singapore Tourism Board’s Tourism Award for “Best Dining Experience “ in 1999. Brewerkz’s wholly-owned subsidiary, Café Iguana Pte Ltd., operates a restaurant and bar since July 2000 at the Riverside Point in Singapore with a total gross floor area of about 2,180 square feet which serves contemporary Mexican cuisine.

As mentioned in the “Letter from the Board”, Brewerkz was established in 1997 and recorded an audited consolidated profit after tax of about S$304,000 (or about HK$1.35 million) for the year ended 31st December, 2000. Growth was affected by the economic turmoil and the 911 incident in 2001; however, Brewerkz recorded an audited consolidated profit after tax of about S$87,000 (or about HK$385,000) for the year ended 31st December, 2001. The unaudited loss of about S$101,000 (or about HK$447,000) for the 6 months ended 30th June, 2002 was mainly due to the continual weakness in the restaurant market and the cyclical nature of the industry with the second half generally showing stronger performance than the first six months.

• (iii) As stated in the “Letter from the Board”, the Directors consider the terms of the Second Agreement fair and reasonable. They are of the view that the acquisition provides the Group with an opportunity to have full control of Brewerkz to execute and develop its strategy to expand its food and beverage business more effectively. With the established branding of Brewerkz, the Directors also intend to capture the opportunities available in the PRC market with China’s entry into the WTO by expanding Brewerkz’s business when opportunities arise. Taking into consideration of the future prospect of Brewerkz, the relevant licenses and certificates already held by Brewerkz that are required for providing their services immediately upon completion at the current premises, the reputation and established position of the company provide a solid and reliable foundation for the Company to expand to the food and beverage market in the region. As such, we concur with the Directors that the terms of the Second Agreement are fair and reasonable as a whole.

• 19 -

LETTER FROM KINGSWAY

Service Agreement

• (i) As stated in the “Letter from the Board”, Masindo and Brewerkz entered into a Service Agreement with Mr Devin Otto Kimble (“Mr Kimble”), an existing director of Brewerkz, under which an Incentive Option and a Call Option have been granted to Mr Kimble. He may exercise either the Incentive Option or the Call Option but not both of them.

• (ii) The Incentive Option offers Mr Kimble the right to require that Masindo transfers to him 20% of Masindo’s shareholding in Brewerkz as at the date of exercise of the Incentive Option for a nominal gross sum of S$1.00 (or about HK$4.43) provided that Brewerkz and its subsidiaries, under the directions of Mr Kimble, (a) achieve an accumulated audited consolidated net profit after tax of S$2.3 million (or about HK$10.2 million) or more over the period commencing from 1st January, 2002 and ending on 31st December, 2004; (b) achieve minimum audited consolidated net profit after tax of S$900,000 (or about HK$4.0 million) for the year ending on 31st December, 2003; and (c) return to Masindo S$4 million (or about HK$17.7 million) via dividend, capital reduction or otherwise over the period from the commencement of the Service Agreement to the year ending 31st December, 2006. Mr Kimble is entitled to exercise the Incentive Option from the period commencing from 1st January, 2005 till 31st December, 2006, after which the option will lapse. It is noted that if the Incentive Option is exercised, the effective shareholding in Brewerkz held by the Company would be diluted to 72% upon exercise of the Incentive Option.

• (iii) The Call Option offers Mr Kimble the right to subscribe for new ordinary shares equivalent to 10% of Brewerkz’s enlarged share capital following the exercise of the Call Option at a price of S$0.30 (or about HK$1.33) per share or an aggregate consideration of about S$116,700 (or about HK$516,300) provided that Brewerkz and its subsidiaries, under the directions of Mr Kimble, (a) achieve a cumulative audited consolidated net profit after tax of more than or equal to S$1.8 million (or about HK$8.0 million) but less than S$2.3 million (or about HK$10.2 million) over the period commencing from 1st January, 2002 and ending on 31st December, 2004; (b) achieve a minimum audited consolidated net profit after tax of S$800,000 (or about HK$3.5 million) for the year ending on 31st December, 2003; and (c) return to Masindo S$4 million (or about HK$17.7 million) via dividend, capital reduction or otherwise over the period from the commencement of the Service Agreement to the year ending 31st December, 2006. Mr Kimble is entitled to exercise the Call Option from the period commencing from 1st January, 2005 till 31st December, 2006, after which the option will lapse. It is noted that if the Call Option is exercised, the effective shareholding in Brewerkz held by the Company would be diluted to 81%. The exercise price of S$0.30 (or about HK$1.33) per share of the option is based on the estimated net asset value of Brewerkz as at 31st December, 2004 assuming the abovementioned profit target of S$2.3 million (or about HK$10.2 million) and the return of S$4 million (or about HK$17.7 million) to Masindo via dividend and capital reduction of Brewerkz.

• 20 -

LETTER FROM KINGSWAY

• (iv) It is noted that upon exercise of either the Incentive Option or Call Option, Brewerkz will have to distribute S$4 million (about HK$17.7 million) dividend to its shareholders, of which Masindo will receive 90% of such distribution. This represents the Group’s full cost of investments less opportunity cost. On the basis of the above and taking into consideration the terms of the Service Agreement on the whole, we concur with the view of the Directors that the dilution of the Company’s interest in Brewerkz in the event that either option is exercised is acceptable and that the terms of above arrangement are fair and reasonable.

• (v) As stated in the “Letter from the Board”, the Directors are of the view that the terms of the Service Agreements are fair and reasonable for the shareholders of the Company as a whole. The Directors believe that Mr Kimble plays an important role in driving the business of Brewerkz. In particular, terms of both options are based on specific performance target that serves as an incentive to motivate him to pursue profitable growth for Brewerkz and therefore benefits the Group.

In terms of both options, we have also considered the audited consolidated profit before and after tax of Brewerkz for each of the two years ended 31st December, 2001 and the unaudited loss before and after tax of Brewerkz for the six months ended 30th June, 2002, the Directors’ estimation of the forecast sales, which was based on the historical sales pattern and the discussions of future sale projections between the Company and Mr Kimble. In our opinion, on the basis that there is no publicly available information and or forecast comparable and or applicable to the business of Brewerkz, it is fair and reasonable to use the historical sale patterns and the forecast sale projections based on discussions with the Directors to arrive at the performance target.

As stated in the “Letter from the Board”, Mr Kimble has more than eight years of experience in food and beverage industry in South East Asia. As the co-founder and managing director of both Brewerkz Restaurant & Microbrewery and Café Iguana since the respective incorporation, Mr Kimble has played the main role in driving the success of the business. Along with the respective performance incentive, the management should be able to carry out a smooth continuation of the existing business of Brewerkz. Taking into consideration the circumstances and terms of the Service Agreement on the whole, we concur with the view of the Directors that the terms of the Service Agreement are fair and reasonable so far as the Shareholders are concerned.

• 21 -

LETTER FROM KINGSWAY

RECOMMENDATION

Having considered the above principal factors, we are of the opinion that the Second Agreement and the Service Agreement as mentioned in the “Letter from the Board”, on the whole, are fair and reasonable so far as the Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend the Shareholders to vote in favor of the ordinary resolutions to be proposed at the Special General Meeting in respect of the terms of each of the Second Agreement and the Service Agreement.

Yours faithfully, For and on behalf of Kingsway Capital Limited Sandy Yip Director

• 22 -

GENERAL INFORMATION

APPENDIX

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 jointly and severally 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, opinions expressed in this circular have been arrived at after due and careful consideration and there are no other facts not contained in this circular, the omission of which would make any statement in this circular misleading.

DISCLOSURE OF INTERESTS

(i) Directors’ interests in securities

• (1) Interest in Shares

As at the Latest Practicable Date, the interests of the Directors in the securities of the Company and its associated corporations, within the meaning of the SDI Ordinance, notified to the Company and the Stock Exchange pursuant to section 28 of the SDI Ordinance, including interests which the Directors are taken or deemed to have under section 31 of, or part I of the schedule to, the SDI Ordinance, or, pursuant to the Model Code for Securities Transactions by directors of listed companies in the Listing Rules or which are required, pursuant to section 29 of the SDI Ordinance, were as follows:

Number of Shares held

Name of Director	Personal interests	Corporate interests	Total
Chan Sheung Wai_(Note)_	–	60,000,000	60,000,000
Ma Tak Lun	380,000	–	380,000

Note: The Shares are held by MCC814 (Holdings) Limited, a private company incorporated in the British Virgin Islands and which is ultimately beneficially owned by Mr. Chan Sheung Wai.

• (2) Interest in options to subscribe for Shares

As at the Latest Practicable Date, there are no outstanding options granted by the Company to subscribe for Shares.

• (3) Interest in shares of subsidiary

Other than the foregoing and certain nominee shares in subsidiaries held by the Directors on trust for the Company, as at the Latest Practicable Date, none of the Directors, or their associates, had any interests in any securities of the Company or any of its associated corporations as defined in the SDI Ordinance.

• 23 -

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests in any securities of the Company or any of its associated corporation.

(ii) Directors’ interests in contract

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

(iii) Substantial Shareholders

As at the Latest Practicable Date, the register of substantial Shareholders maintained under Section 16(1) of the SDI Ordinance showed that, the following Shareholders had an interest of 10% or more in the share capital of the Company:

			Percentage of
Name	of Shareholder	Number of Shares held	total issued Shares
Charm	Management Limited_(Note)_	200,000,000	28.08%

Note: Charm Management Limited is a company wholly-owned by Mr. Lim Eng Hock.

Save as disclosed above, the Company has not been notified of any other persons who 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 circumstance at general meetings of the Company as at the Latest Practicable Date.

(iv) Directors’ service contracts

As at the Latest Practicable Date, none of the Directors has entered or is proposing to enter into a service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

(v) Expert and Directors’ interest in assets

None of the Directors nor Anglo Chinese nor Kingsway has had any direct or indirect material interest in any assets which have been acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group since 31st December, 2001, being the date to which the latest published audited financial statements of the Company were made up.

• 24 -

GENERAL INFORMATION

APPENDIX

CONSENTS AND EXPERTS

The following is the qualification of the expert who has given opinion or advice which is contained in this circular:

Name

Qualification

Kingsway an investment adviser registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

Kingsway has given and has not withdrawn its respective written consents to the issue of this circular with inclusion of its letter, which has been prepared for inclusion in this circular, and references to its name in the form and context in which they are included.

As at the Latest Practicable Date, Kingsway does not have any shareholding interest in any member of the Group nor any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

MATERIAL CHANGES

Save as disclosed in the announcements of the Company dated 3rd October, 2002 and 8th October, 2002, the Directors are not aware of any material change in the financial or trading position of the Group since 31st December, 2001, being the date to which the latest published audited consolidated financial statements of the Company were made up.

LITIGATION

On 8th July, 2002, a winding-up petition (the “Winding-up Petition”) was filed by Mr. Kwok Chin Wing, the former chairman of the Group, against Rockapetta Industrial Company Limited (“RIC”), a wholly-owned subsidiary of Rockapetta Investment Limited (“RIL”), in relation to his claim against RIC for repayment of a loan in the amount of approximately HK$52 million including interest thereon. The Winding-up Petition was heard on 9th October, 2002 at the High Court of Hong Kong. As RIL together with RIC were entirely disposed of upon completion of the transactions under the sale and purchase agreement dated 23rd September, 2002 entered into between the Company and Ms. Tea on 8th October, 2002, the Directors are of the view and confirm that the Winding-up Petition had no material adverse impact on the financial position and operation of the Group.

On 28th August, 2002, a writ of summons was issued out of the High Court of Hong Kong against Mr. Kwok Chin Wing, the former chairman of the Group, and Mr. Yiu Kui Leung, the former managing director of the Group, by the Company, in respect of their causing payments HK$25 million to be made to Mr. Kwok Chin Wing personally in March 2000 was in breach of their duties as executive directors. The court case is scheduled to be heard on 18th November, 2002 at the High Court of Hong Kong. The Directors are of the view and confirm that the outcome of this action will not have any material adverse impact on the financial position and operation of the Group.

• 25 -

GENERAL INFORMATION

APPENDIX

Save as disclosed above, no member of the Group is engaged in any litigation or arbitration or proceedings of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against any member of the Group as at the Latest Practicable Date.

INFORMATION ABOUT THE COMPANY

• (a) The registered office of the Company is situated at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda.

• (b) The head office and principal place of business of the Company in Hong Kong is situated at Suite 2310, Island Place Tower, 510 King’s Road, Hong Kong.

• (c) The principal share registrar of the Company is Butterfield Corporate Services Limited at Rosebank Centre, 14 Bermudiana Road, Hamilton, Bermuda and the Hong Kong share registrar and transfer office of the Company is Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong.

• (d) The secretary of the Company is Ms. Ho Man Yi, a fellow member of The Hong Kong Society of Accountants.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the office of the principal place of business of the Company in Hong Kong at Suite 2310, Island Place Tower, 510 King’s Road, Hong Kong, during normal business hours for a period of 14 days from the date of this circular, that is, 2nd December, 2002:

• (a) the First Agreement and the Second Agreement;

• (b) the letter from the Independent Board Committee, as set out on page 17 of this circular;

• (c) the letter from Kingsway to the Independent Board Committee as set out on pages 18 to 22 of this circular; and

• (d) the written consent referred to in this appendix.

ENGLISH AND CHINESE TEXT OF THIS CIRCULAR

The English text of this circular shall prevail over the Chinese text.

• 26 -

NOTICE OF SGM

ROCKAPETTA HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

NOTICE IS HEREBY GIVEN that a special general meeting of the members of Rockapetta Holdings Limited (the “Company”) will be held at Suite 2310, Island Place Tower, 510 King’s Road, Hong Kong on 2nd December, 2002 at 10:15 a.m. for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “THAT, the sale and purchase agreement dated 15th October, 2002 and entered into between Brewerkz Investments Singapore Pte Ltd. (“BI”), BT Asia Pacific Ltd. (“BT”) and Masindo International Limited (“Masindo”) (copy of which has been produced to the meeting marked “A” and signed for the purpose of identification by the chairman thereof) pursuant to which the acquisition of the respective 33% and 16% shareholding interest in Brewerkz Singapore Pte Ltd. (“Brewerkz”) held by BI and BT by Masindo be and are hereby approved and the directors of the Company be and are hereby authorised to take all steps or sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of or in connection therewith.”

2. “THAT, the service agreement dated 17th October, 2002 and entered into between Brewerkz, Masindo and Mr. Devin Otto Kimble (copy of which has been produced to the meeting marked “B” and signed for the purpose of identification by the chairman thereof) pursuant to which an incentive option and a call option will be granted to Mr. Devin Otto Kimble be and are hereby approved and the directors of the Company be and are hereby authorised to take all steps or sign, seal, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their discretion consider necessary or desirable for the purpose of or in connection therewith.”

By order of the Board Chan Sheung Wai Chairman

Hong Kong, 16th November, 2002

• 27 -

NOTICE OF SGM

Principal place of business in Hong Kong:

Suite 2310, Island Place Tower

510 King’s Road North Point Hong Kong

Notes:

• (1) A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company.

• (2) A form of proxy in respect of the above meeting is enclosed herewith.

• (3) Where there are joint registered holders of any shares of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders is present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (4) To be valid, a form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or other authority must be deposited at the Company’s branch share registrar in Hong Kong, Secretaries Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, not less than forty-eight hours before the time appointed for holding the above meeting, or any adjournment thereof.

• 28 -