Come Sure Group (Holdings) Limited — Proxy Solicitation & Information Statement 2012

Dec 17, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer 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 Come Sure Group (Holdings) Limited (the ‘‘Company’’), you should at once hand this circular to the purchaser or the transferee or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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COME SURE GROUP (HOLDINGS) LIMITED 錦 勝 集 團（ 控 股 ）有 限 公 司[*] (Incorporated in the Cayman Islands with limited liability) (Stock code: 00794)

MAJOR TRANSACTION ACQUISITION OF PROPERTY

• for identification purpose only

18 December 2012

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I	— Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II	— Unaudited pro forma statement of assets and liabilities
	of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix III — Valuation report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		20
Appendix IV — General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		25

– i –

DEFINITIONS

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

• ‘‘Acquisition’’

• the acquisition of the Property by the Purchaser from the Vendor pursuant to the terms and conditions of the Formal Agreement

• ‘‘Agreements’’ the Provisional S&P Agreement and the Formal Agreement

• ‘‘Announcement’’

• the announcement of the Company dated 16 October 2012 in relation to the Acquisition which constitutes a major transaction of the Company under the Listing Rules

• ‘‘associates’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Business Day(s)’’ any day on which the Stock Exchange is open for the business of dealing in securities

• ‘‘Come Sure Development’’ Come Sure Development Limited (錦勝發展有限公司), a limited company incorporated in Hong Kong, and an indirect wholly-owned subsidiary of the Company

• ‘‘Company’’ Come Sure Group (Holdings) Limited, a company incorporated in Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

• ‘‘Completion’’

• completion of the Acquisition pursuant to the terms and conditions of the Provisional S&P Agreement and the Formal Agreement

• ‘‘connected person(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘controlling shareholder(s)’’ has the meaning ascribed thereto under the Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘Formal Agreement’’

the formal sale and purchase agreement entered into between the Vendor and the Purchaser on 31 October 2012 in relation to the sale and purchase of the Property, which incorporates the terms and conditions contained in the Provisional S&P Agreement and any other terms mutually agreed between the Purchaser and the Vendor

– 1 –

DEFINITIONS

• ‘‘Further Deposit’’

• has the meaning given to it under the sub-section headed ‘‘Terms of Payment’’ under the section headed ‘‘The Agreements and the Acquisition’’ in the ‘‘Letter from the Board’’ of this circular

• ‘‘Grant Sherman’’ or ‘‘Valuer’’ Grant Sherman Appraisal Limited, an independent professional valuer appointed by the Company for the Acquisition

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC

• ‘‘Independent Third Party(ies)’’

• any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third parties independent of the Group and its connected persons in accordance with the Listing Rules

• ‘‘Initial Deposit’’

• has the meaning given to it under the sub-section headed ‘‘Terms of Payment’’ under the section headed ‘‘The Agreements and the Acquisition’’ in the ‘‘Letter from the Board’’ of this circular

• ‘‘Latest Practicable Date’’ 12 December 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Mr. CHONG’’

• Mr. CHONG Kam Chau, the founder, executive Director and chairman of the Board

• ‘‘Perfect Group’’ Perfect Group Version Limited, a company incorporated in the British Virgin Islands with limited liability and a controlling shareholder of the Company

• ‘‘PRC’’

• the People’s Republic of China (for the purposes of this circular excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan)

• ‘‘Property’’

• Shops B and C, G/F, Hoi Ning Building, Nos. 82–84 Sai Wan Ho Street and Nos. 1–5 Hoi Ning Street, Hong Kong

– 2 –

DEFINITIONS

• ‘‘Provisional S&P Agreement’’ the provisional sale and purchase agreement dated 16 October 2012 entered into between Come Sure Development and the Vendor in relation to the sale and purchase of the Property

• ‘‘Purchase Price’’ purchase price in the amount of HK$63,980,000 for the Acquisition

• ‘‘Purchaser’’ Joy Honest Holdings Limited (展誠集團有限公司), a limited company incorporated in Hong Kong, and an indirect wholly-owned subsidiary of the Company

• ‘‘SFO’’ Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of HK$0.01 each in the issued and unissued share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘SHINEWING’’ SHINEWING (HK) CPA Limited, Certified Public Accountants

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Valuation Report’’ the valuation report issued by Grant Sherman to assess the value of the Property and set out in Appendix III to this circular

• ‘‘Vendor’’ Excel Link Asia Group Limited (卓滙亞洲集團有限公司), a company incorporated in Hong Kong

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘sq.ft.’’ square feet ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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COME SURE GROUP (HOLDINGS) LIMITED 錦 勝 集 團（ 控 股 ）有 限 公 司[*] (Incorporated in the Cayman Islands with limited liability) (Stock code: 00794)

Executive Directors: Mr. CHONG Kam Chau (Chairman) Mr. CHONG Wa Pan (Chief Executive Officer and President) Mr. CHONG Wa Ching Mr. CHONG Wa Lam

Independent non-executive Directors: Mr. CHAU On Ta Yuen Ms. TSUI Pui Man Mr. LAW Tze Lun

Registered Office: Clifton House 75 Fort Street P.O. Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head Office and Principal Place of business in Hong Kong: Unit 8–10, 8th Floor Cornell Centre 50 Wing Tai Road Chai Wan, Hong Kong

18 December 2012

To Shareholders

Dear Sirs or Madams,

MAJOR TRANSACTION ACQUISITION OF PROPERTY

INTRODUCTION

Reference is made to the Announcement in which the Board announced that on 16 October 2012, the Group as the purchaser, entered into the Provisional S&P Agreement with the Vendor in relation to the acquisition of the Property for a purchase price in the amount of HK$63,980,000.

In respect of the Acquisition, the applicable percentage ratios, where applicable, calculated by reference to Rule 14.07 of the Listing Rules, are 25% or more but less than 100%. Accordingly, the Acquisition constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules and is thereof subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

• for identification purpose only

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LETTER FROM THE BOARD

The Company has obtained written approval for the Acquisition in accordance with Rule 14.44 of the Listing Rules from Perfect Group, the controlling Shareholder, which was beneficially interested in an aggregate of 223,202,000 Shares, representing approximately 61.61% of the entire issued capital of the Company as at the date of the Announcement. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition; and (ii) the written approval of Perfect Group for the Acquisition as mentioned above has been obtained, no extraordinary general meeting will be convened for the purpose of approving the Acquisition as permitted under Rule 14.44 of the Listing Rules.

The purpose of this circular is to provide you with further information regarding the Acquisition.

THE AGREEMENTS AND THE ACQUISITION

The Agreements:

On 16 October 2012, Come Sure Development, an indirect wholly-owned subsidiary of the Company, as the purchaser and the Vendor as the confirmor entered into the Provisional S&P Agreement in relation to the acquisition of the Property for a purchase price in the amount of HK$63,980,000. The Provisional S&P Agreement is a ‘‘must buy must sell’’ agreement, which shall not be repudiated by the parties. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Vendor and its ultimate beneficial owner(s) are Independent Third Parties.

On 31 October 2012, Come Sure Development signed a nomination to, inter alia, nominate the Purchaser to take up the Formal Agreement and the subsequent assignment of the Property, and to complete the purchase of the Property.

On 31 October 2012, the Vendor and the Purchaser entered into the Formal Agreement, which has incorporated the terms and conditions contained in the Provisional S&P Agreement and other terms mutually agreed between the Purchaser and the Vendor.

The Property:

The Property is situated at Shops B and C on G/F, Hoi Ning Building, Nos. 82–84 Sai Wan Ho Street and Nos. 1–5 Hoi Ning Street, Hong Kong. The Property has an aggregate gross floor area of approximately 4,200 square feet and is for commercial use.

The Property shall be sold on an ‘‘as is’’ basis and subject to two existing tenancies. The Property is currently let by the registered owner of the Property to a tenant. Both of the registered owner and the tenant are Independent Third Parties. Pursuant to the existing two tenancy agreements, the tenancy with respect to Shop B of the said property is for a term from 1 September 2011 to 30 November 2019 with a rent free period from 1 September 2011 to 30 November 2011 and the tenancy with respect to Shop C of the said property is for a term from 12 October 2011 to 30 November 2019 with a rent free period from 12 October 2011 to 30 November 2011. The monthly rental of each of the tenancies (inclusive of government rent but exclusive of management fees and government rates) for the first five years is HK$60,000 and for the second three years is HK$66,000.

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LETTER FROM THE BOARD

The Vendor, who acts as the confirmor in the Acquisition, is not the registered owner of the Property and has not received any rental income in relation to the Property throughout the short period it acts as the confirmor in the Acquisition.

The Property is valued at HK$68,900,000 as at 30 September 2012 by Grant Sherman, an independent professional valuer. A valuation report of the Property prepared by Grant Sherman is set out in Appendix III to this circular.

Purchase Price:

The Purchase Price for the Property is HK$63,980,000.

The Purchase Price was determined after arm’s length negotiation by reference to: (i) the prevailing market price of retail shops of the nearby location in Sai Wan Ho; and (ii) the market value of the Property appraised by Grant Sherman. It is estimated that the Purchase Price together with such stamp duty, property agent commission, registration fee, legal costs and other expenses will put the total costs of the Property at approximately HK$67,448,000.

The Directors (including all the independent non-executive Directors) believe that the Purchase Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Terms of Payment:

• (a) an initial deposit of HK$2,000,000 (the ‘‘Initial Deposit’’) has been paid to the Vendor upon signing of the Provisional S&P Agreement;

• (b) a further deposit of HK$4,398,000 (the ‘‘Further Deposit’’) has been paid to the Vendor on or before 31 October 2012; and

• (c) the remaining balance of the Purchase Price of HK$57,582,000 will be satisfied in full by the Purchaser at or before 1:00 p.m. on 28 January 2013.

The Company intends to satisfy the Purchase Price by external bank borrowings of HK$31,000,000 and the remaining by internal resources.

Completion:

Completion will take place on or before 28 January 2013.

Upon Completion, the Vendor shall deliver the Property and the tenancy agreements to the Purchaser, and the Vendor shall also transfer the deposit of the tenancies held by the registered owner of the Property to the Purchaser by deducting the amount of the said deposit from the balance of the Purchase Price.

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LETTER FROM THE BOARD

Other Terms:

1. The Vendor does not guarantee that the Property is free of addition or alteration. The Purchaser shall not refuse or delay the Completion on this basis.

2. Before Completion, the Vendor shall be responsible for all expenses incurred on compliance of any existing or new repair or demolition order. The Purchaser shall not refuse or delay the Completion on this basis.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Property will be held by the Group as a rental income generating investment. The Group will earn a stream of rental income from the Property under the existing tenancies. The Directors are of the view that the Group will benefit from the Acquisition for the potential capital appreciation of the Property and stable revenue and return generated from the Property to the Group.

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

None of the Directors have any material interest in the Acquisition and therefore, none of them have abstained from voting on the Board resolution(s) which approved the Acquisition.

FINANCIAL EFFECT OF THE ACQUISITION

Earnings

As described in the sub-section headed ‘‘The Property’’ under the section headed ‘‘The Agreements and the Acquisition’’, the Property is and subject to two existing tenancies. The Property is currently let by the registered owner of the Property to a tenant. Both of the registered owner and the tenant are Independent Third Parties. Pursuant to the existing two tenancy agreements, the tenancy with respect to Shop B of the said property is for a term from 1 September 2011 to 30 November 2019 with a rent free period from 1 September 2011 to 30 November 2011 and the tenancy with respect to Shop C of the said property is for a term from 12 October 2011 to 30 November 2019 with a rent free period from 12 October 2011 to 30 November 2011. The monthly rental of each of the tenancies (inclusive of government rent but exclusive of management fees and government rates) for the first five years is HK$60,000 and for the second three years is HK$66,000. As such, the Property will derive rental income and therefore, the Acquisition will have positive effects on the earnings of the Group.

Assets and Liabilities

Upon Completion, the remaining balance of the Purchase Price will be paid by the Purchaser to the Vendor in full, which will be funded by internal resources of the Group and mortgage loan. Following the Acquisition, the total assets of the Group are expected to increase by approximately HK$67,448,000, representing the sum of the Purchase Price and the capitalized expenses whereas the net asset value of the Group is expected to remain unchanged

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LETTER FROM THE BOARD

as the increase in investment properties will be offset by the decrease in the cash balances and increase in liabilities, representing the mortgage loan to be borrowed to fund part of the Purchase Price, of the Group.

INFORMATION OF THE PURCHASER, THE COMPANY AND THE GROUP

The Purchaser is an indirect wholly-owned subsidiary of the Company and its principal activity is investment and property holding.

The principal activity of the Company is investment holding. The Group is principally engaged in the manufacturing and sale of corrugated paperboards and paper-based packaging products to customers which are manufacturers with production base in the PRC for approximately 20 years.

INFORMATION OF THE VENDOR

To the Directors’ knowledge, the Vendor is a company engaged in properties investment.

LISTING RULES IMPLICATIONS

In respect of the Acquisition, the applicable percentage ratios, where applicable, calculated by reference to Rule 14.07 of the Listing Rules, are 25% or more but less than 100%. Accordingly, the Acquisition constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules and is therefore subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, none of the Shareholders has any material interest in the Acquisition and no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition.

The Company has obtained written approval for the Acquisition in accordance with Rule 14.44 of the Listing Rules from Perfect Group, the controlling Shareholder, which was beneficially interested in an aggregate of 223,202,000 Shares, representing approximately 61.61% of the entire issued capital of the Company as at the date of the Announcement. On the basis that (i) no Shareholder is required to abstain from voting if the Company were to convene an extraordinary general meeting for the approval of the Acquisition; and (ii) the written approval of Perfect Group for the Acquisition as mentioned above has been obtained, no extraordinary general meeting will be convened for the purpose of approving the Acquisition as permitted under Rule 14.44 of the Listing Rules.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view that the Acquisition is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

ADDITIONAL INFORMATION

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

Yours faithfully, By Order of the Board Come Sure Group (Holdings) Limited CHONG Kam Chau

Chairman

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP FOR THE THREE FINANCIAL YEARS ENDED 31 MARCH 2012 AND THE SIX MONTHS ENDED 30 SEPTEMBER 2012

The published audited consolidated financial statements of the Group for the years ended 31 March 2010, 2011 and 2012 together with the relevant notes thereto can be found at pages 43 to 91, 46 to 120, and 43 to 124 of the 2010, 2011 and 2012 annual report of the Company, respectively and the published unaudited consolidated financial statements of the Group for the six months ended 30 September 2012 together with the relevant notes thereto can be found at pages 15 to 36 of the 2012 interim report of the Company.

Each of the said audited consolidated financial statements of the Group for the years ended 31 March 2010, 2011 and 2012 and the said unaudited consolidated financial statements of the Group for the six months ended 30 September 2012 is incorporated by reference into this circular and forms part of this circular. The said annual reports and interim report of the Company are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.comesure.com).

2. INDEBTEDNESS STATEMENT OF THE GROUP

Borrowings

As at the close of business on 31 October 2012, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the indebtedness of the Group was as follows:

• (i) The banking facilities granted to the Company were as follows:

• a. Trust receipt loans in the amount of approximately HK$28,046,000. The balances are secured, guaranteed, carry floating interest rates ranging from 1.78% to 2.78% and due within one year;

• b. Short-term bank loans in the amount of approximately HK$129,000,000. The balances are secured, guaranteed, carry floating interest rates ranging from 1.78% to 2.78% and due within one year;

• c. Bills payable in the amount of approximately HK$46,330,000. Except for approximately HK$20,185,000 are secured, the remaining balances are secured, guaranteed, carry bank charges ranging from 0.05% to 1.10% and due within one year;

• d. Bank overdrafts in the amount of approximately HK$7,141,000. The balances are secured, guaranteed and carry floating interest rates ranging from 5% to 5.5% and due within one year; and

• e. Long-term bank loans in the amount of approximately HK$99,127,000. The balances are secured, guaranteed, carry floating interest rates ranging from 1.78% to 3.78% and due within one to five years.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• (ii) Other loans in the amount of RMB6,000,000 (equivalent to approximately HK$7,381,000). The balances are unsecured, unguaranteed, carry fixed annual interest rate at 5% and due within one year;

• (iii) Amount due to a non-controlling shareholder of a subsidiary, Fully Chance Holdings Limited, in the amount of US$1,500,000 (equivalent to approximately HK$12,496,000) which is unsecured, unguaranteed and carries an annual interest rate at 5% on the outstanding balance. The principal is repayable in ten annual installments commenced on 30 June 2011; and

• (iv) Amount due to a non-controlling shareholder of a subsidiary, Turbo Best Holdings Limited, in the amount of HK$7,996,000 which is unsecured, unguaranteed, non-interest bearing and repayable on demand.

Securities and guarantees

As at 31 October 2012, the bank borrowings together with the banking facilities were secured by corporate guarantees given by certain subsidiaries and the Company and the pledged assets as follow:

Bank deposits Prepaid lease payments Property, plant and equipment Investment properties	HK$’000 15,846 15,511 19,063 97,618
	148,038

Commitments

The Group’s capital commitments as at 31 October 2012 are as follows:

Capital expenditure contracted but not provided for: Purchase of property, plant and equipment Purchase of investment properties	HK$’000 3,139 57,581
	60,720

Save as the aforesaid, the Group did not have any material commitments.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Contingent liabilities

Save as aforesaid and apart from intra-group liabilities, at the close of business on 31 October 2012, the Group did not have any outstanding mortgages, charges, debentures or other loan capital or bank overdrafts, loans, debt securities or other similar indebtedness, liabilities under acceptances or acceptances credits or hire purchase commitments, or any guarantees.

The directors of the Company have confirmed that, save as disclosed above, there has not been any material change in the indebtedness and contingent liabilities of the Group since 31 October 2012 and up to the Latest Practicable Date.

Disclaimer

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, the Group did not have any bank borrowings, bank overdrafts and liabilities under acceptances or other similar indebtedness, debentures or other loan capital, mortgage, charges, finance leases or hire purchases commitments, guarantees or other material contingent liabilities outstanding at the close of business on 31 October 2012.

3. WORKING CAPITAL

The Directors are of the opinion that, taking into account the business prospects of the Group, the internal resources and the existing available credit facilities of the Group, upon the completion of the Acquisition, the Group has sufficient working capital for its present requirements, that is for at least the next twelve months from the date of this circular.

4. MATERIAL ACQUISITION SINCE LATEST PUBLISHED AUDITED ACCOUNTS

Fortune Port Technology Limited (an indirect wholly-owned subsidiary of the Company) (‘‘Fortune Port’’), Deson Technology Limited (‘‘Deson’’) and three of the ultimate beneficial owners of Deson entered into a sale and purchase agreement on 4 May 2012 (as supplemented by a supplemental agreement dated 21 June 2012), pursuant to which Fortune Port has conditionally agreed to acquire, and Deson has conditionally agreed to sell, 51% of the issued share capital of Think Speed Group Limited (the ‘‘Target Company’’, the Target Company and its subsidiaries, the ‘‘Target Group’’) at a consideration of HK$35,700,000 (subject to adjustment), which shall be satisfied by a combination of cash payment in a sum of HK$14,560,000 and the allotment and issue of 10,570,000 new Shares for payment of the balance of the consideration in the sum of HK$21,140,000 (subject to adjustment). The aforesaid acquisition was completed on 21 June 2012. As at 30 September 2012, the total consideration was adjusted from HK$35,700,000 to HK$22,421,490 and the number of the consideration shares was adjusted from 10,570,000 Shares to 8,639,000 Shares.

The Target Company is a limited company incorporated in the British Virgin Islands and is an investment holding company. The Target Group is principally engaged in development and design of online games and operating online gaming website(s).

– 12 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

For details, please refer to the Company’s announcements dated 10 November 2011, 6 January 2012, 4 May 2012 and 22 June 2012 and the Company’s 2012 interim report.

5. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change to the financial or trading position of the Group since 31 March 2012, being the date to which the latest published audited financial statements of the Company were made up.

6. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

It is expected that the sluggish global economy will continue to negatively affect the paper packaging industry in the PRC. However, the Group will adopt a prudent approach in cost control, and will extend our business network to other provinces in the PRC, with a view to securing more orders and increasing the sales amount of the Group.

The industry is engaging metabolism while some smaller manufacturers were not able to maintain its business amid such economic environment. Therefore, some of the sales order from this small manufacturers may be occupied by larger manufacturers, and as a result, the Group will be benefited from this market situation.

The production capacity of the Group will remain a steady growth given that the Huidong plant has commenced operation, and the Fujian plant will also start operating in the year of 2013 or 2014. The Fujian plant will mainly produce corrugated paper-board with annual production capacity of approximately 100 million square meters. Upon the commencement of operation of the Fujian plant, the total production capacity of the Group will reach more than 500 million square meters of corrugated paper-board and more than 400 million pieces of corrugated paper packaging products.

In addition, the acquisition of the controlling interest in the Target Company as mentioned under the above section headed ‘‘Material acquisition since latest published audited accounts’’ represented a significant milestone to the Group. As nowadays smart phones become even more popular with the continuing launch of new versions, the Group will strive for the opportunities to develop its market share in this industry. The new business is high valueadded but requires a longer period to develop before it becomes mature. However, the Directors consider that this investment was strategically made and sound return is expected to be generated to support the future growth of the Group.

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX II

Set out below is the letter from SHINEWING on the unaudited pro forma statement of assets and liabilities of the Group.

A. ACCOUNTANTS’ REPORT ON UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

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18 December 2012

The Board of Directors Come Sure Group (Holdings) Limited Unit 8–10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong

Dear Sirs,

We report on the unaudited pro forma statement of assets and liabilities of Come Sure Group (Holdings) Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) set out in Appendix II of the circular dated 18 December 2012 (the ‘‘Circular’’) in connection with the proposed acquisition of the property situated at Shops B and C on G/F, Hoi Ning Building, Nos. 82–84 Sai Wan Ho Street and Nos. 1–5 Hoi Ning Street, Hong Kong (the ‘‘Acquisition’’), which has been prepared by the directors of the Company (the ‘‘Directors’’), for illustrative purpose only, to provide information about how the Acquisition might have affected the financial information presented.

Respective responsibilities of Directors and reporting accountants

It is the responsibility solely of the Directors to prepare the unaudited pro forma statement of assets and liabilities in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ issued by the Hong Kong Institute of Certified Public Accountants.

It is our responsibility to form an opinion, as required by paragraph 29(7) of Chapter 4 of the Listing Rules, on the unaudited pro forma statement of assets and liabilities and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma statement of assets and liabilities beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX II

Basis of opinion

We conducted our work in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 ‘‘Accountants’ Reports on Pro Forma Financial Information in Investment Circulars’’ issued by the Hong Kong Institute of Certified Public Accountants. Our work consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the unaudited pro forma statement of assets and liabilities with the Directors. This engagement did not involve independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the unaudited pro forma statement of assets and liabilities has been properly compiled by the Directors on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purpose of the unaudited pro forma statement of assets and liabilities as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

The unaudited pro forma statement of assets and liabilities is for illustrative purpose only, based on the judgments and assumptions of the Directors, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in the future and may not be indicative of the financial position of the Group as at 30 September 2012 or any future date.

Opinion

In our opinion:

• (a) the unaudited pro forma statement of assets and liabilities has been properly compiled by the Directors on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the unaudited pro forma statement of assets and liabilities as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

SHINEWING (HK) CPA Limited

Certified Public Accountants CHAN Wing Kit Practising Certificate Number: P03224 Hong Kong

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UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX II

B. UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

Introduction to the unaudited pro forma statement of assets and liabilities of the Group

The accompanying unaudited pro forma statement of assets and liabilities (the ‘‘Unaudited Pro Forma Statement of Assets and Liabilities’’) of Come Sure Group (Holdings) Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) has been prepared by the directors of the Company (the ‘‘Directors’’) to illustrate the effect of the proposed acquisition of the property situated at Shops B and C on G/F, Hoi Ning Building, Nos. 82–84 Sai Wan Ho Street and Nos. 1–5 Hoi Ning Street, Hong Kong (the ‘‘Property’’) (the ‘‘Acquisition’’).

The following is the Unaudited Pro Forma Statement of Assets and Liabilities of the Group as if the Acquisition have been completed (the ‘‘Completion’’) on 30 September 2012 for the unaudited pro forma consolidated statement of financial position.

The Unaudited Pro Forma Statement of Assets and Liabilities of the Group is prepared based on the unaudited consolidated statement of financial position of the Group as at 30 September 2012 as extracted from the published interim report of the Group for the six months ended 30 September 2012.

As the Unaudited Pro Forma Statement of Assets and Liabilities is prepared for illustrative purpose only and because of its hypothetical nature, it does not purport to give a true picture of the actual financial position of the Group on the Completion of the Acquisition. Further, the accompanying Unaudited Pro Forma Statement of Assets and Liabilities of the Group does not purport to predict the future financial position of the Group after the Completion.

– 16 –

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX II

Unaudited Pro Forma Consolidated Statement of Assets and Liabilities of the Group

Non-current assets Prepaid lease payments Property, plant and equipment Intangible asset Goodwill Investment properties Deposits paid for prepaid lease payments Deposits paid for acquisition of property, plant and equipment Available-for-sale investment Club membership Current assets Inventories Trade and bills receivables Deposits paid for acquisition of subsidiaries Prepayments, deposits and other receivables Amount due from a non-controlling shareholder Prepaid lease payments Tax recoverable Financial assets designated as at fair value through profit or loss Derivative financial instruments Held for trading investments Pledged bank deposits Bank and cash balances	The Group as at 30 September 2012 (unaudited) HK$’000 (Note 1) 57,768 259,273 20,566 11,613 98,037 12,534 10,752 5,000 366 475,909 75,454 193,919 20,000 40,271 17 1,269 11,113 57,490 63 2,648 28,655 112,723 543,622	Pro forma adjustment Note HK$’000 — — — — 67,448 2 — — — — 67,448 — — — — — — — — — — — (36,208) 2, 3 (36,208)	Pro forma total of the Group after the acquisition HK$’000 57,768 259,273 20,566 11,613 165,485 12,534 10,752 5,000 366
			543,357
			75,454 193,919 20,000 40,271 17 1,269 11,113 57,490 63 2,648 28,655 76,515
			507,414

– 17 –

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX II

Current liabilities Trade and bills payables Accruals and other payables Dividend payable Amounts due to non-controlling shareholders Short-term bank borrowings Current tax liabilities Current portion of long-term borrowings Net current assets Total assets less current liabilities Non-current liabilities Amounts due to non-controlling shareholders Long-term borrowings Deferred tax liabilities Derivative financial instruments Net assets Capital and reserves Share capital Reserves Equity attributable to owners of the Company Non-controlling interests	The Group as at 30 September 2012 (unaudited) HK$’000 (Note 1) 88,204 74,636 2 9,212 159,506 319 58,091 389,970 153,652 629,561 11,205 50,374 8,697 1,330 71,606 557,955 3,623 532,416 536,039 21,916 557,955	Pro forma adjustment Note HK$’000 — 240 3 — — — 3,496 2 3,736 (39,944) 27,504 — 27,504 2 — — 27,504 — — — — — —	Pro forma total of the Group after the acquisition HK$’000 88,204 74,876 2 9,212 159,506 319 61,587
			393,706
			113,708
			657,065
			11,205 77,878 8,697 1,330
			99,110
			557,955
			3,623 532,416
			536,039 21,916
			557,955

– 18 –

UNAUDITED PRO FORMA STATEMENT OF ASSETS AND LIABILITIES OF THE GROUP

APPENDIX II

Notes:

1. The unaudited consolidated statement of financial position of the Group as at 30 September 2012 was extracted from the published interim report of the Group for the period ended 30 September 2012.

2. The adjustment represented accounting treatments in relation to acquisition of the Property by the Group. The Property shall be accounted for as investment properties upon the Completion based on the existing intention of the management. The aggregate consideration of the Acquisition is approximately HK$67,448,000 including purchase price of the Property of HK$63,980,000 and direct expenses of approximately HK$3,468,000.

Aggregate deposits of HK$6,399,000 had been paid in October 2012. The remaining consideration of the Property of approximately HK$61,049,000 shall be financed by (i) a mortgage bank loan of HK$31,000,000 (of which approximately HK$3,496,000 shall be recorded as current liability) and (ii) internal resources of the Group.

1. In connection with the Acquisition, rental deposits of HK$240,000 will be transferred from the vendor of the Property to the Group, in relation to the existing tenancy agreements of the Property upon the Completion.

2. No adjustments have been made to reflect any trading results or other transactions of the Group entered into subsequent to 30 September 2012.

– 19 –

VALUATION REPORT

APPENDIX III

The following is the text of letter and valuation certificate, prepared for the purpose of incorporation in this circular, received from Grant Sherman Appraisal Limited, an independent property professional valuer, in connection with their valuation as at 30 September 2012 of the property interest to be held by the Group in Hong Kong.

==> picture [48 x 53] intentionally omitted <==

Room 1005 on 10/F AXA Centre 151 Gloucester Road Wanchai Hong Kong 18 December 2012

The Directors Come Sure Group (Holdings) Limited Units 8–10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong

Dear Sirs,

In accordance with your instructions for us to value the property interest to be held by Come Sure Group (Holdings) Limited (‘‘the Company’’) and its subsidiaries (together referred to as ‘‘the Group’’) located in Hong Kong, we confirm that we have carried out inspections, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of such interest as at 30 September 2012 (the ‘‘Valuation Date’’) for the purpose of incorporation into the circular issued by the Company on the date hereof.

Our valuation is our opinion of market value which we would define as intended to mean ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.’’

In valuing the property interest in Hong Kong, we have adopted the direct comparison approach and made reference to the recent transactions for similar premises in the proximity. Adjustments have been made for the differences in transaction dates, building age, floor area etc. between the comparable properties and the subject property. We have also adopted the investment approach by taking into account the current rent passing of the property interest and the reversionary potential of the tenancy.

Our valuation has been made on the assumption that the owner sells the property interest on the open market in its existing state without the benefit of a deferred terms contract, leaseback, joint venture, management agreement or any similar arrangement which would serve to increase the value of the property interest. In addition, no forced sale situation in any manner is assumed in our valuation.

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VALUATION REPORT

APPENDIX III

No allowance has been made in our valuation for any charge, mortgage or amount owing on the property nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect its value.

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and The HKIS Valuation Standards on Properties (1st Edition 2005) published by The Hong Kong Institute of Surveyors.

We have caused searches to be made on the title of the property at the Land Registry in Hong Kong, however, we have not scrutinized the original title documents to verify ownership or to verify any amendments, which may not appear on the copies handed to us.

In valuing the property interest which is situated in Hong Kong and held under the government leases which will be expired before 30 June 2047, we have taken into account of the statement contained in the Annex III of the Joint Declaration of the Government of the United Kingdom of Great Britain and Northern Ireland and the Government of the People’s Republic of China on the question of Hong Kong and the New Territories Leases (Extension) Ordinance 1988 that such leases would have been extended without payment of premium until 30 June 2047 and that an annual rent of three percent of the rateable value of the property would be charged from the date of extension.

We have relied to a considerable extent on the information provided by the Company and have accepted advice given to us by the Company on matters such as statutory notices, easements, tenure, occupancy, floor areas, identification of the property and all other relevant matters. We have no reason to doubt the truth and accuracy of the information provided to us by the Company. We have relied on the Company’s confirmation that no material fact has been omitted from the information so supplied. All documents have been used as reference only. All dimensions, measurements and areas are approximations. No on-site measurement has been taken.

We have inspected the exterior and, where possible, the interior of the property in respect of which we have been provided with such information as we have required for the purpose of our valuation. However, no structural survey has been carried out and it was not possible to inspect the wood work and other parts of the structures which were covered, unexposed or inaccessible. We are therefore, unable to report that the property is free of rot, infestation or any structural defect. No tests have been carried out on any of the building services.

Unless otherwise stated, all sums in our valuation are in Hong Kong Dollars.

– 21 –

VALUATION REPORT

APPENDIX III

We enclose herewith the valuation certificate.

Respectfully submitted, For and on behalf of GRANT SHERMAN APPRAISAL LIMITED Lawrence CHAN Ka Wah

MRICS MHKIS RPS(GP)

Director

Real Estate Group

Note: Lawrence CHAN Ka Wah is a member of the Royal Institution of Chartered Surveyors, a member of the Hong Kong Institute of Surveyors and Registered Professional Surveyors in the General Practice Section, who has over 9 years experience in the valuation of properties in Hong Kong, Macau, Taiwan, the PRC and the Asian Rim.

– 22 –

VALUATION REPORT

APPENDIX III

VALUATION CERTIFICATE

Property interest to be held by the Group for investment purpose in Hong Kong

Property and Tenure

Description of the property

Particular of occupancy

Market value in existing state as at 30 September 2012

The property comprises two adjoining shop units on the ground floor of a 19-storey composite building completed in 1977.

Shops B and C, G/F, Hoi The property comprises two Ning Building, Nos. 82–84 adjoining shop units on the Sai Wan Ho Street, Nos. ground floor of a 19-storey 1–5 Hoi Ning Street, Hong composite building completed Kong in 1977. 10/89th equal and The property has a total undivided shares of and in saleable floor area of the Remaining Portion of approximately 2,869 sq.ft. Shaukiwan Inland Lot No. 519, the Remaining Portion The property is held under of Section B of Shaukiwan Government Lease for a term Inland Lot No. 519, the of 75 years and renewable for Remaining Portion of further 75 years commencing Section A of Shaukiwan from 17 July 1922. Inland of Lot No. 519 and the Remaining Portion of The Government rent payable Section A of Shaukiwan for The Remaining Portion of Inland Lot No. 520. Shaukiwan Inland Lot No. 519, The Remaining Portion of Section B of Shaukiwan Inland Lot No. 519, The Remaining Portion of Section A of Shaukiwan Inland of Lot No. 519 and The Remaining Portion of Section A of Shaukiwan Inland Lot No. 520 are as HK$62,470, HK$45,036, HK$45,762 and HK$45,826 per annum respectively.

The property is leased by Santoria Company Limited to an independent third party for a term with the latest expiry date on 30 November 2019 at a total monthly rent of HK$120,000 from 1 December 2011 to 30 November 2016, and HK$132,000 from 1 December 2016 to 30 November 2019 exclusive of management fee, Government Rents and Rates and other operating outgoings.

The property was occupied by the tenant as restaurant as at the Valuation Date.

HK$68,900,000

Notes:

• (i) Pursuant to the Land Registers, the registered owner of the property is Santoria Company Limited, registered vide Memorial No.UB3411493 dated 26 July 1983.

• (ii) The subject property is subject to a Provisional Agreement for Sale and Purchase at a consideration of HK$56,800,000 vide Memorial No.12081502410012 dated 18 July 2012.

• (iii) As advised by the Company, the tenant, Add More Profit Limited, is an independent third party, which is not connected with and is independent of, any of the directors, or any of their respective associates of the Group.

• (iv) Pursuant to the Shau Kei Wan Outlined Zoning Plan (Plan No.: S/H9/16), the area where the property situated is zoned as ‘‘Residential (Group A2)’’.

• (v) The property was inspected by Ms. Fiona TSUNG (BSc (Hons) in Real Estate) on 18 October 2012. Upon our inspection, the external condition of the property is good.

– 23 –

VALUATION REPORT

APPENDIX III

• (vi) The subject building where the property located is situated between Sai Wan Ho Street and Hoi Ning Street. The vicinity is mainly comprised of medium to high-rise composite buildings built under various ages. The locality is accessible via bus, tram and MTR. The subject building is within 10-minute walking distance to Sai Wan Ho MTR Station. According to the statistics from the Rating and Valuation Department, the average yield for the same type of the property in Hong Kong is about 2.6%.

– 24 –

GENERAL INFORMATION

APPENDIX IV

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in the compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors and chief executive

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations, as recorded in the register maintained by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the SFO or Model Code for Securities Transactions by Directors of Listed Companies, were as follows:

Long positions in the Shares

		Number of
		Shares/	Percentage
		underlying	of issued
Name	Capacity/Nature	Shares	Shares
Mr. CHONG	Interest of a controlled	223,202,000	61.61%
(Notes 1 & 2)	corporation; founder
	and beneficiary of a
	discretionary trust
	Beneficial owner	1,700,000#	0.47%
Mr. CHONG Wa Pan	Beneficiary of a	223,202,000	61.61%
(Notes 1 & 3)	discretionary trust
	Beneficial owner	1,200,000#	0.33%
Mr. CHONG Wa Ching	Beneficiary of a	223,202,000	61.61%
(Notes 1 & 3)	discretionary trust
	Beneficial owner	600,000#	0.17%
Mr. CHONG Wa Lam	Beneficiary of a	223,202,000	61.61%
(Notes 1 & 3)	discretionary trust
	Beneficial owner	600,000#	0.17%
Mr. CHAU ON Ta Yuen	Beneficial owner	500,000#	0.14%

– 25 –

GENERAL INFORMATION

APPENDIX IV

		Number of
		Shares/	Percentage
		underlying	of issued
Name	Capacity/Nature	Shares	Shares
Ms. TSUI Pui Man	Beneficial owner	200,000	0.06%
	Beneficial owner	500,000#	0.14%
Mr. LAW Tze Lun	Beneficial owner	500,000#	0.14%

These long positions represent the share options held by the respective directors.

Long positions in the ordinary shares of associated corporation

	Name of
	associated		Number of	Percentage of
Name	corporation	Capacity/Nature	shares	shareholding
Mr. CHONG	Perfect Group	Interest of a controlled	10,000	100%
(Notes 1 & 2)		corporation; founder	ordinary shares
		and beneficiary of a
		discretionary trust
Mr. CHONG Wa Pan	Perfect Group	Beneficiary of a	10,000	100%
(Notes 1 & 3)		discretionary trust	ordinary shares
Mr. CHONG Wa Ching	Perfect Group	Beneficiary of a	10,000	100%
(Notes 1 & 3)		discretionary trust	ordinary shares
Mr. CHONG Wa Lam	Perfect Group	Beneficiary of a	10,000	100%
(Notes 1 & 3)		discretionary trust	ordinary shares

Notes:

1. The entire issued shares of Perfect Group are held by Jade City Assets Limited, which is in turn is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. The CHONG Family Trust is an irrevocable discretionary trust set up by Mr. CHONG as settlor and HSBC International Trustee Limited as trustee on 2 February 2009. The beneficiaries of the CHONG Family Trust include Mr. CHONG, Ms. CHAN Po Ting, Mr. CHONG Wa Pan, Mr. CHONG Wa Ching and Mr. CHONG Wa Lam and the issues of Mr. CHONG Wa Pan, Mr. CHONG Wa Ching and Mr. CHONG Wa Lam.

2. Mr. CHONG is the founder, an executive director and the chairman of the Board. Mr. CHONG is the sole director of Perfect Group and therefore Mr. CHONG is deemed or taken to be interested in the entire issued shares of Perfect Group and the 223,202,000 Shares beneficially owned by Perfect Group for the purposes of the SFO. Mr. CHONG as settlor and a beneficiary of the CHONG Family Trust is also deemed or taken to be interested in the 223,202,000 Shares held by Perfect Group under the SFO.

– 26 –

GENERAL INFORMATION

APPENDIX IV

1. Mr. CHONG Wa Pan, Mr. CHONG Wa Ching and Mr. CHONG Wa Lam, as executive Directors and beneficiaries and the issues of Mr. CHONG Wa Pan, namely, Mr. CHONG Kam Hung, Mr. CHONG Kam Shing and Ms. CHONG Sum Yee as beneficiaries of the CHONG Family Trust, are deemed or taken to be interested in entire issued shares of Perfect Group and the 223,202,000 Shares held by Perfect Group under the SFO.

Save as disclosed above, none of the Directors and chief executive of the Company and/or any of their respective associates had any interest and short position in the Shares, underlying Shares and debentures of the Company and/or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

(b) Interests of substantial and other Shareholders

As at the Latest Practicable Date, the register of substantial shareholders maintained by the Company pursuant to Section 336 of the SFO shows that other than the interests disclosed above in respect of certain Directors and the chief executive, the following shareholders had notified the Company of relevant interests in the issued share capital of the Company.

Long positions in the Shares

			Percentage
		Number of	of issued
Name	Capacity/Nature	Shares	Shares
Perfect Group (Note 1)	Beneficiary owner	223,202,000	61.61%
Jade City Assets Limited	Interest of controlled	223,202,000	61.61%
(Note 2)	corporation
HSBC International	Trustee	223,202,000	61.61%
Trustee Limited
(Note 2)
Ms. CHAN Po Ting	Family interest;	224,902,000	62.08%
(Note 3)	Beneficiary of a
	discretionary trust

– 27 –

GENERAL INFORMATION

APPENDIX IV

			Percentage
		Number of	of issued
Name	Capacity/Nature	Shares	Shares
Ms. HUNG Woon Cheuk	Family interest	224,402,000	61.94%
(formerly known as
HUNG Shan Shan)
(Note 4)
Ms. YUEN Chung Yan	Family interest	223,802,000	61.77%
(Note 5)
Mr. CHONG Kam Hung	Beneficiary of a	223,202,000	61.61%
(Note 1)	discretionary trust
Mr. CHONG Kam Shing	Beneficiary of a	223,202,000	61.61%
(Note 1)	discretionary trust
Ms. CHONG Sum Yee	Beneficiary of a	223,202,000	61.61%
(Note 1)	discretionary trust

Notes:

1. The entire issued shares of Perfect Group are held by Jade City Assets Limited, which is in turn is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust. The CHONG Family Trust is an irrevocable discretionary trust set up by Mr. CHONG as settlor and HSBC International Trustee Limited as trustee on 2 February 2009. The beneficiaries of the CHONG Family Trust include Mr. CHONG, Ms. CHAN Po Ting, Mr. CHONG Wa Pan, Mr. CHONG Wa Ching and Mr. CHONG Wa Lam and the issues of Mr. CHONG Wa Pan, Mr. CHONG Wa Ching and Mr. CHONG Wa Lam. Mr. CHONG Kam Hung, Mr. CHONG Kam Shing and Ms. CHONG Sum Yee are issues of Mr. CHONG Wa Pan.

2. Such Shares are held by Perfect Group, the entire issued shares of which are held by Jade City Assets Limited. The entire issued capital of Jade City Assets Limited is held by HSBC International Trustee Limited acting as the trustee of the CHONG Family Trust.

3. Ms. CHAN Po Ting, the spouse of Mr. CHONG and one of the beneficiaries of the CHONG Family Trust, is deemed or taken to be interested in the interests held by Mr. CHONG and Perfect Group under the SFO.

4. Ms. HUNG Woon Cheuk (formerly known as HUNG Shan Shan), is the spouse of Mr. CHONG Wa Pan, and Mr. CHONG Kam Hung, Mr. CHONG Kam Shing and Ms. CHONG Sum Yee are children under 18 of Ms. HUNG Woon Cheuk. Therefore, Ms. HUNG Woon Cheuk is deemed or taken to be interested in the interests held by Mr. CHONG Wa Pan, Mr. CHONG Kam Hung, Mr. CHONG Kam Shing and Ms. CHONG Sum Yee under the SFO.

5. Ms. YUEN Chung Yan, the spouse of Mr. CHONG Wa Ching, is deemed or taken to be interested in the interests held by Mr. CHONG Wa Ching under the SFO.

– 28 –

GENERAL INFORMATION

APPENDIX IV

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, there was no existing or proposed service contract, excluding contract expiring or terminable by the employer within one year, without payment of compensation (other than statutory compensation) made between any of the Directors and any member of the Group.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or, so far as is known to them, any of their respective associates (as defined in the Listing Rules) was interested in any business (apart from the Group’s business) which competes or is likely to compete, either directly or indirectly, with the Group’s business (as would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them were a controlling shareholder).

5. INTERESTS IN THE GROUP’S ASSETS OR CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, save for a lease of office premises from a company wholly-owned by Mr. CHONG to the Group at a total annual rental of HK$408,000 (the ‘‘Lease’’), none of the Directors had any interest in any assets which have been, since 31 March 2012 (being the date to which the latest published audited accounts of the Company were made up), 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.

As at the Latest Practicable Date, save for the Lease, none of the Directors was materially interested in any contract or arrangement, subsisting at the date of this circular, which is significant in relation to the business of the Group.

6. LITIGATION

As at the Latest Practicable Date, the Directors were not aware of any litigation or claim of material importance pending or threatened against any member of the Group.

7. EXPERTS

• (a) The following are the qualifications of the experts who have given opinion or advice contained in this circular:

Name

Qualification

Grant Sherman Chartered surveyors SHINEWING Certified public accountants

• (b) As at the Latest Practicable Date, each of Grant Sherman and SHINEWING does not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

– 29 –

GENERAL INFORMATION

APPENDIX IV

• (c) Each of Grant Sherman and SHINEWING has given and has not withdrawn its written consent to the issue of this circular, with the inclusion herein of its letter dated 18 December 2012 and references to its name in the form and context in which it appears.

• (d) As at the Latest Practicable Date, each of SHINEWING and Grant Sherman does not have, or have had, direct or indirect interest in any assets which have been acquired or disposed of by, or leased to, or which are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries since 31 March 2012, the date to which the latest published audited accounts of the Group were made up.

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business of the Group) have been entered into by the Group within the two years immediately preceding the Latest Practicable Date and up to and including the Latest Practicable Date which are, or may be, material:

• (i) the Formal Agreement;

• (ii) the Provisional S&P Agreement;

• (iii) a put option deed dated 21 June 2012 made by Deson Technology Limited in favour of Fortune Port Technology Limited in relation to a grant of a put option (at a consideration of HK$1) to require Deson Technology Limited to purchase from Fortune Port Technology Limited all of the sale shares (or any part thereof) of Think Speed Group Limited sold and transferred to Fortune Port Technology Limited under the S&P Agreement (as defined below) at the option price of HK$14,560,000;

• (iv) the shareholders’ agreement of Think Speed Group Limited dated 21 June 2012 and entered into between Mr. FENG Linyi, Deson Technology Limited, Fortune Port Technology Limited, Think Speed Group Limited and other minority shareholders of Think Speed Group Limited;

• (v) a deed of indemnity dated 21 June 2012 given by Deson Technology Limited and three of the ultimate beneficial owners of Deson Technology Limited in favour of Fortune Port Technology Limited and Think Speed Group Limited (for itself and on behalf of its subsidiaries) in respect of tax indemnity;

• (vi) the sales and purchase agreement (‘‘S&P Agreement’’) dated 4 May 2012 and the supplemental agreement dated 21 June 2012 entered into between Fortune Port Technology Limited as purchaser, Deson Technology Limited as vendor, and three of the ultimate beneficial owners of Deson Technology Limited as guarantor in relation to an acquisition of 51% interest in Think Speed Group Limited at a consideration of HK$35,700,000 (subject to adjustment) (the ‘‘Transaction’’);

– 30 –

GENERAL INFORMATION

APPENDIX IV

• (vii) a placing agreement dated 8 March 2012 and entered into between the Company, Perfect Group and Daily Growth Securities Limited (the placing agent) in relation to a placing of a maximum of 40,000,000 Shares (the ‘‘Placing Shares’’) beneficially owned by Perfect Group at a placing price of HK$1.72 per Share (‘‘Placing’’);

• (viii) a top-up subscription agreement dated 8 March 2012 and entered into between the Company and Perfect Group in respect of the subscription of new Shares equivalent to the number of Placing Shares finally sold by Perfect Group under the Placing of a subscription price of HK$1.72 per Share;

• (ix) a memorandum of understanding dated 10 November 2011 (as supplemented by a supplemental memorandum of understanding dated 6 January 2012) and entered into between Jumbo Match Limited (a wholly owned subsidiary of the Company), Mr. FENG Linyi and Deson Technology Limited in relation to the proposed Transaction;

• (x) a warrant instrument dated 12 October 2011 executed by the Company in relation to the Warrants (as defined below); and

• (xi) a placing agreement dated 14 September 2011 and entered into between the Company and Astrum Capital Management Limited (the placing agent) in relation to a placing of up to 20,000,000 warrants (the ‘‘Warrants’’) each entitling the holder thereof to subscribe for one new Share at a subscription price of HK$1.00 per Share (subject to adjustment), on a best effort basis, at a placing price of HK$0.01 per Warrant.

9. MISCELLANEOUS

• (a) The registered office of the Company is situated at Clifton House, 75 Fort Street, P.O. Box 1350, Grand Cayman, KY1-1108, Cayman Islands. The head office and principal place of business in Hong Kong of the Company is situation at Unit 8–10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong.

• (b) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (c) Mr. HUNG Man Yuk, Dicson is the company secretary of the Company. Mr. HUNG is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants of United Kingdom. Mr. HUNG obtained a master degree in finance from Curtin University of Technology in Australia in 2002. Mr. HUNG has over 12 years of experience in Corporate Finance and Financial Management.

• (d) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

– 31 –

GENERAL INFORMATION

APPENDIX IV

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at the head office and the principal place of business of the Company in Hong Kong at Unit 8–10, 8th Floor, Cornell Centre, 50 Wing Tai Road, Chai Wan, Hong Kong during normal business hours on any business day from the date of this circular up to 14 days thereafter:

• (a) the memorandum of association and articles of the Company;

• (b) the unaudited pro forma statement of assets and liabilities of the Group and the comfort letter from SHINEWING on pro forma statement of assets and liabilities, the text of which is set out in Appendix II to this circular;

• (c) the valuation report on the Property, the text of which is set out in Appendix III to this circular;

• (d) the written consents from Grant Sherman and SHINEWING referred to in the section headed ‘‘Experts’’ in this appendix;

• (e) the annual reports of the Company for the three financial years ended 31 March 2012;

• (f) the interim report of the Company for the six months ended 30 September 2012;

• (g) the material contracts referred to in the section headed ‘‘Material Contracts’’ in this appendix; and

• (h) this circular.

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