Da Sen Holdings Group Limited - Proxy Solicitation & Information Statement 2015

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 registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Asia Tele-Net and Technology Corporation Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or the 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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ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 679)

MAJOR TRANSACTION

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN YU MAN LIMITED

A letter from the Board is set out on pages 5 to 20 of this circular.

3 July 2015

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Appendix I	–	Financial Information of the Group and the Enlarged Group . . . . . . . . .	I-1
Appendix II	–	Unaudited Pro Forma Financial Information of the Enlarged Group . . . .	II-1
Appendix III	–	Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	–	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1

DEFINITIONS

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

“Acquisition” the acquisition of the entire equity interest in the Target Company by the Purchaser pursuant to the terms of the Sale and Purchase Agreement
“Announcements” the announcements dated 29 October 2014, 30 October 2014, 28 November 2014, 1 December 2014 and 4 December 2014, 31 March 2015 and 4 June 2015 issued by the Company in relation to the Acquisition
“Borrower” Shang Hao Art and Craft (Huizhou) Company Limited (尚好工藝（惠州）有限公司), a company established under the laws of the PRC and designated by the Vendor as the borrower to enter into the Entrusted Loan Agreement with the Purchaser pursuant to the terms set forth in the Sale and Purchase Agreement
“Company” Asia Tele-Net and Technology Corporation Limited, a company incorporated under the laws of Bermuda and whose shares are listed on the Stock Exchange
“Completion” completion of the Acquisition, being 31 December 2014
“Confirmation” a confirmation dated 18 December 2014 signed by the Purchaser, the Vendor and the Vendor’s Guarantor pursuant to the Supplemental Agreement confirming that the aggregate consideration of the Acquisition was increased by RMB6,395,909 from RMB79,225,000 to RMB85,620,909
“connected persons” has the meaning ascribed to it under the Listing Rules “Director(s)” the directors of the Company
“Enlarged Group” the Group and the Target Group
“Entrusted Loan Agreement” the entrusted loan agreement dated 27 October 2014 entered into between the PASL as lender and the Borrower as borrower in relation to the granting of an entrusted loan in the amount of RMB30,000,000 (equivalent to approximately HK$38,040,000) by PASL through its designated bank in the PRC for a term of nine months to the Borrower
“Group” the Company together with its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong
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DEFINITIONS

“Hong Kong” the Hong Kong Special Administrative Region of the PRC “Huizhou Property” an industrial complex located in Chencun Village, Yangcun Town, Boluo County, Huizhou City, Guangdong Province, the People’s Republic of China with a total gross site area of 60,585 square metres together with the buildings erected thereon As assessed by an independent professional valuer, the valuation of the Huizhou Property as at 11 September 2014 is valued at RMB108,000,000 (equivalent to approximately HK$136,944,000)
“Independent Third Parties” third parties independent of and not connected with the Company or any of its connected persons
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Lung Hua Land” two parcels of industrial land numbered A824-26 and A824-8 located at No. 8 Industrial Zone, Lung Hua Street, Bao An District, Shenzhen
“New Land Grant Contract” the new land grant contract to be entered into between the PRC Project Company and the Shenzhen Bureau of Land Resources in relation to the new construction plan of the Project Land
“PASL” Process Automation (Shenzhen) Limited (寶龍自動機械（深圳）有限公司), a company established under the laws of the PRC and a wholly-owned subsidiary of the Company
“PRC” the People’s Republic of China excluding Hong Kong, the Macau Special Administrative Region and Taiwan
“PRC Project Company” Zhongba Watches and Electronics Development (Shenzhen) Co., Ltd (中霸鐘錶電子發展（深圳）有限公司), a wholly foreign owned enterprise established under the laws of the PRC on 5 April 2002 and wholly owned by the Vendor
“Project Land” four parcels of land located at the north of Songbai Road, Gongmin Subdistrict Office, Guangming New District, Shenzhen with a total site area of 34,367.94 square metres
“Purchaser” Gold Beat Investments Limited, a company incorporated under the laws of Hong Kong on 26 November 1996 and a wholly-owned subsidiary of the Company
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DEFINITIONS

“Relevant Shareholders”
Medusa Group Limited, Karfun Investments Limited and Mr. Lam Kwok Hing, each being an existing shareholder of the Company, holding 48,520,666 Shares, 201,995,834 Shares and 3,474,667 Shares as at the Latest Practicable Date, respectively. Mr. Lam Kwok Hing is the chairman and an executive Director. Medusa Group Limited is a company wholly-owned by Mr. Lam Kwok Hing and Karfun Investments Limited is substantially owned by J&A Investment Limited, which is beneficially owned as to 80% by Mr. Lam Kwok Hing and 20% by Mr. Nam Kwok Lun, an executive Director
“RMB” Renminbi, the lawful currency of the PRC
“Sale and Purchase Agreement”
the sale and purchase agreement dated 29 October 2014 entered into among the Purchaser, the Vendor and the Vendor’s Guarantor in relation to the Acquisition
“Shenzhen Bureau of Land Resources”
Shenzhen City Bureau of Land Resources and Construction Planning (深圳市規劃與國土資源委員會), a government department responsible for land and resources under the local government of Shenzhen
“Shenzhen Warmsun”
Shenzhen Warmsun Real Estate Development Company Limited (深圳市華盛房地產開發有限公司), a company established under the laws of the PRC with limited liability principally engaged in property development business in the PRC
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supplemental Agreement”
a supplemental agreement to the Sale and Purchase Agreement dated 4 December 2014 entered into among the Purchaser, the Vendor and the Vendor’s Guarantor pursuant to the which the parties to the Sale and Purchase Agreement agreed to amend certain terms to the Sale and Purchase Agreement
“Target Company” Yu Man Limited, a company incorporated under the laws of Hong Kong on 7 August 2014 and as at the date of the Latest Practicable Date, being a company wholly owned by the Vendor
“Target Group” the Target Company and the PRC Project Company
“Vendor”
Trillion Ocean Limited, a company incorporated under the laws of the British Virgin Islands on 2 September 2014 and a company wholly owned by Mr. Lin His-chang, an Independent Third Party
“Vendor’s Guarantor”
Ms. Zhong Qiuxia as guarantor to the Vendor
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DEFINITIONS

“Warrantors” the Vendor and the Vendor’s Guarantor “%” per cent.

For illustrative purposes, amounts in RMB in this circular have been translated into HK$ at HK$1.00 = RMB1.268

For identification purposes only
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LETTER FROM THE BOARD

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ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 679)

Executive Directors: Lam Kwok Hing (Chairman) Nam Kwok Lun (Deputy Chairman)

Independent non-executive Directors:

Cheung Kin Wai Kwan Wang Wai Alan Ng Chi Kin David

Registered Office: Clarendon House Church Street Hamilton HM11 Bermuda

Principal Place of Business in Hong Kong: 11 Dai Hei Street Tai Po Industrial Estate Tai Po New Territories Hong Kong

3 July 2015

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN YU MAN LIMITED

Reference is made to the Announcements in relation to, among others, the Acquisition.

This circular is despatched to the Shareholders for information purposes only. No general meeting will be convened to approve the terms of, and the transactions contemplated, under the Sale and Purchase Agreement as the Relevant Shareholders, controlling an aggregate of 253,991,167 Shares, representing approximately 59.56% of the issued share capital of the Company, have already provided a written shareholders’ approval on 30 October 2014, pursuant to Rule 14.44 of the Listing Rules. Furthermore, to the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no Shareholders or any of their respective associates have any material interest in the Acquisition. As such, no Shareholders would be required to abstain from voting in favour of the resolution approving the Acquisition if the Company were to convene a general meeting to the approval of the transactions contemplated under the Sale and Purchase Agreement.

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, among others, (i) further details of the Sale and Purchase Agreement, the Supplemental Agreement and the Acquisition; (ii) the valuation report of the Project Land; and (iii) any other information required to be disclosed under the Listing Rules.

1. THE SALE AND PURCHASE AGREEMENT

Date: 29 October 2014 The Parties: (i) Trillion Ocean Limited (億海有限公司) as Vendor; (ii) Gold Beat Investments Limited (金賓投資有限公司) as Purchaser; and (iii) Ms. Zhong Qiuxia (鐘秋霞), as Vendor’s Guarantor.

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Vendor, its ultimate beneficial owner(s) and the Vendor’s Guarantor are Independent Third Parties.

Subject Matter

Pursuant to the Sale and Purchase Agreement, the Purchaser conditionally agreed to acquire, and the Vendor conditionally agreed to sell, the entire issued share capital of the Target Company, which in turn is holding the entire equity interest in the PRC Project Company, together with all outstanding shareholder’s loan standing as at the date of the Sale and Purchase Agreement. Upon Completion, the Purchaser has become the holder of the entire issued share capital in the Target Company, which together with its subsidiaries have become wholly-owned subsidiaries of the Company and their financial results will be consolidated into the consolidated financial statements of the Group.

The principal assets of the Target Company is its investment in the PRC Project Company which in turn holds the Project Land which comprises four parcels of land located at north of Songbai Road, Gongmin Subdistrict Office, Guangming New District, Shenzhen, PRC. According to the existing land grant contract, the Project Land originally comprises a site area of 34,367.94 square metres on which the PRC Project Company can build up to a maximum 40,000 square metres of gross floor area for industrial use. In 2010, a total site area of 10,176.66 square metres had been resumed by the local government for construction of public road. Upon the completion of the resumption, the original parcel of land was therefore re-divided into four smaller parcels of land of a total site area of 24,197.28 square metres, with the terms being reflected in the existing land grant contract. The Vendor undertakes to discuss with the Shenzhen Bureau of Land Resources and procure the PRC Project Company and the Shenzhen Bureau of Land Resources to sign the New Land Grant Contract so that the PRC Project Company can (i) build up to a maximum 40,488 square metres floor area for industrial use and 2,000 square metres for commercial use by utilizing a site area of 14,164.7 square metres; (ii) retain a further site area of 9,368.6 square metres for future expansion and (iii) negotiate a compensation from the local government for the land that had been resumed in 2010, which is

LETTER FROM THE BOARD

expected to be an amount of not less than RMB4,335,000 (the “ Vendor’s undertaking ”). The term under the existing land grant contract is 50 years. It is proposed that the lease term of the Project Land shall not be less than 39 years under the New Land Grant Contract.

The signing of the New Land Grant Contract was not one of the conditions precedents to Completion under the Sale and Purchase Agreement as the parties anticipated that the negotiation with the Shenzhen Bureau of Land Resources for the new terms to the New Land Grant Contract would not be completed within a short period of time after the signing of the Sale and Purchase Agreement. To avoid unnecessary delay to the Acquisition, which may in turns cause delay in the completion of necessary title registration of the Project Land, it was then agreed between the parties to the Sale and Purchase Agreement that the signing of the New Land Grant Contract will be one of the Vendor’s undertaking under the Sale and Purchase Agreement. If the New Land Grant Contract cannot be signed within six calendar months from the date of the Sale and Purchase Agreement, or in any event, not exceeding nine calendar months from the date of the Sale and Purchase Agreement unless otherwise extended and agreed by the Purchaser, the Purchaser reserves the right to terminate the Sale and Purchase Agreement, upon which, the Vendor shall refund all consideration payment made by the Purchaser within five business days upon the notice of termination being served by the Purchaser and the Vendor shall then arrange to repurchase the entire equity interests of the Target Company back from the Purchaser. As at the Latest Practicable Date, the Vendor was still in negotiation with the Shenzhen Bureau of Land Resources regarding the signing of the New Land Grant Contract, and no construction and/or development had been completed on the Project Land. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, there is no major obstacles for the New Land Grant Contract to be entered prior to the expiry of the nine-month period after the date of the Sale and Purchase Agreement. Further, there is no indication from the Vendor that the entering of the New Land Grant Contract cannot be completed within nine calendar months from the date of the Sale and Purchase Agreement. However, should the circumstances then arise that an extension of the stipulated deadline is required, the Purchaser will consider the facts and circumstances for such extension. If the reasons for the extension is considered as reasonable and necessary, the Purchaser will consider to agree for an extension.

As a guarantee for the performance of the Vendor to procure the signing of the New Land Grant Contract above, it was also agreed that the Vendor should procure the Borrower to enter into the Entrusted Loan Agreement and to pledge the Huizhou Property as security to PASL, an associated company of the Purchaser. Based on a letter of opinion obtained by the Company, the Huizhou Property was valued at RMB108 million (equivalent to approximately HK$137 million) as at 26 September 2014. In addition, the Vendor’s Guarantor agreed to provide a personal guarantee in favour of the Purchaser for the due and complete performance of the Vendor under the Sale and Purchase Agreement. Further, as at the Latest Practicable Date, the entire equity interest of the Target Company has been transferred to the Purchaser, who in turn has become the sole owner of the PRC Project Company. Accordingly, the Group has an attributable and legitimate ownership over the Project Land and the cash held at banks of the PRC Project Company. Together with foregoing security provided by the Vendor to guarantee the performance of the entering of the New Land Grant Contract and the right to terminate the Sale and Purchase Agreement in case the Vendor fails to procure the signing of the New Land Grant Contract, the Board is of the view that the Completion on 31 December 2014 prior to the signing of the New Land Grant Contract provided sufficient safeguard to the Purchaser and therefore is in the interest of the Company and its shareholders as a whole.

LETTER FROM THE BOARD

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Vendor’s Guarantor is a business acquaintance of the owner of Vendor (i.e. Mr. Lin His-chang (林喜常), an Independent Third Party) and the Vendor’s Guarantor owns a number of properties at the Guangming New District. Based on preliminary assessment of the value of such properties, the Board is of the view that the Vendor’s Guarantor has the credibility to discharge the personal guarantee provided in favour of the Purchaser for the due and complete performance of the Vendor under the Sale and Purchase Agreement.

The Supplemental Agreement

On 4 December 2014, the Vendor, the Purchaser and the Vendor’s Guarantor entered into the Supplemental Agreement, pursuant to which the parties to the Sale and Purchase Agreement agreed to amend certain terms to the Sale and Purchase Agreement as follows:

Pursuant to the Supplemental Agreement, it was agreed that:

(i) the deadline for the Vendor to clear all the assets (except for any retained cash and land use rights) and the liabilities incurred by the PRC Project Company shall be extended from 30 November 2014 to 19 December 2014; and
(ii) if the retained cash of the PRC Project Company as at 19 December 2014 is at a positive balance, the aggregate consideration for the Acquisition payable by the Purchaser shall be adjusted upward accordingly with a maximum amount of RMB7,000,000 (equivalent to approximately HK$8,876,000) in which the aggregate consideration for the Acquisition payable by the Purchaser shall not exceed RMB86,225,000 (equivalent to approximately HK$109,333,300); and if the retained cash of the PRC Project Company as at 19 December 2014 is at a negative balance, the aggregate consideration for the Acquisition payable by the Purchaser shall be adjusted downward accordingly. The adjustment amount shall be paid within three business days upon confirmation of such amount by both parties.

Save for the above, all other terms and conditions of the Sale and Purchase Agreement shall remain unchanged and continue in full force and effect.

On 18 December 2014, the Vendor, the Purchaser and the Vendor’s Guarantor signed the Confirmation, pursuant to which the parties agreed that the aggregate consideration of the Acquisition to be increased by RMB6,395,909 from RMB79,225,000 to RMB85,620,909.

LETTER FROM THE BOARD

Consideration and Payment Arrangement

Consideration:

Subject to the conditions under the Sale and Purchase Agreement having been satisfied, the aggregate consideration for the Acquisition (as adjusted pursuant to the Supplemental Agreement) payable by the Purchaser is RMB85,620,909 (equivalent to approximately HK$108,567,300) and shall be payable by the Purchaser in the following manner:

(i) upon the signing of the Sale and Purchase Agreement, the Purchaser had arranged to deposit a banker’s cheque in a sum of RMB33,000,000 (equivalent to approximately HK$41,844,000), representing approximately 38.5% of the aggregate consideration for the Acquisition to the Vendor in satisfying part of the consideration for the Acquisition;
(ii) upon the signing of the Sale and Purchase Agreement, the Purchaser had arranged PASL as lender, being an associated company of the Purchaser, to extend an entrusted loan through its designated bank in the PRC, which represents the payment in the amount of RMB30,000,000 (equivalent to approximately HK$38,040,000) (the “ Entrusted Loan ”) being approximately 35% of the aggregate consideration for the Acquisition to the Borrower at an interest rate of 1% per annum for a term of nine months. If the New Land Grant Contract cannot be entered within nine calendar months from the date of the Sale and Purchase Agreement and if an extension is then agreed by the Purchaser, PASL as lender and the Borrower may extend the terms of the Entrusted Loan Agreement accordingly. On the other hand, if the Purchaser decides to terminate the Sale and Purchase Agreement instead, no extension will be granted by PASL and the Borrower is required to repay the Entrusted Loan within five business days upon the notice of termination. Pursuant to the Sale and Purchase Agreement, the Vendor have procured the Borrower to provide the Huizhou Property as security to secure the Entrusted Loan. Within three business days upon completion of registration of the charge, the Purchaser shall instruct its designated bank in the PRC to release the Entrusted Loan to the Borrower. Upon satisfactory registration of the charge of the Huizhou Property being completed and obtained, the Entrusted Loan has been released to the Borrower on 6 November 2014. Unless otherwise agreed by the Purchaser in writing, no early repayment of the Entrusted Loan is permitted. In the event that the Acquisition proceeds to completion pursuant to the terms of the Sale and Purchase Agreement, within the said nine months, the Purchaser shall deposit RMB30,000,000.00 to the Escrow Agent who will issue a notice of repayment to the Vendor. The Vendor undertakes that it shall, or will procure the Borrower to, arrange repayment of the Entrusted Loan to the relevant bank pursuant to the terms of the Entrusted Loan Agreement within two business days upon receipt of repayment notice from the Escrow Agent;
(iii) within two weeks of the utilization date of the Entrusted Loan as agreed among the Borrower and the Purchaser under the Entrusted Loan Agreement, the Purchaser shall pay to the Vendor an amount of RMB25,000 (equivalent to approximately HK$31,700) (the “ Monthly Payment ”) on a monthly basis throughout the entire nine-month term of
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LETTER FROM THE BOARD

the Entrusted Loan until the expiry of the Entrusted Loan Agreement. In the event that the Entrusted Loan Agreement terminates prior to the expiry of the nine-month term, an amount of RMB25,000 (equivalent to approximately HK$31,700), equivalent to the Monthly Payment, will be deducted from the aggregate consideration for the Acquisition for every month of early termination;

(iv) within 10 business days upon the signing of the Sale and Purchase Agreement and after the payment of the Entrusted Loan, the Purchaser had arranged to deposit a banker’s cheque in a sum of RMB16,000,000 (equivalent to approximately HK$20,288,000), representing approximately 18.7% of the aggregate consideration for the Acquisition (the “ Final Payment ”) to the Escrow Agent. Within two days upon the Completion with all the conditions precedent having been satisfied and including the signing of the New Land Grant Contract and the issue of the construction commencement permit by the relevant local government authority in respect of the Project Land, the Purchaser shall provide an instruction letter to the Escrow Agent for releasing the Final Payment to the Vendor. In the event that the New Land Grant Contract cannot be provided to the Escrow Agent within the deadline as stipulated under the Sale and Purchase Agreement (i.e. 28 July 2015), the Escrow Agent shall cause the Final Payment to be refunded to the Purchaser in full; and
(v) within 3 business days upon signing of the Confirmation, the Purchaser shall pay to the Vendor the increased consideration of RMB6,395,909 (equivalent to approximately HK$8,110,000), representing approximately 7.5% of the aggregate consideration for the Acquisition. The Purchaser has paid such increased consideration on 18 December 2014.

Basis of Consideration:

As at the date of Completion, the only assets held by the PRC Project Company are the Project Land and cash held at banks. The Target Company is only an investment holding company. The aggregate consideration for the Acquisition was determined with reference to the consideration payable for the Project Land and the amount of retained cash held by the PRC Project Company as at Completion.

The aggregate consideration for the Project Land was determined with reference to (i) the initial capital investment of approximately RMB14,764,000 (equivalent to approximately HK$18,721,000) and outstanding shareholders’ loan of approximately HK$40,646,000; (ii) the Vendor’s commitments to undergo negotiation and to complete registration of the New Land Grant Contract; (iii) the prime location of the Project Land; (iv) the preliminary valuation of the Project Land of RMB47,200,000 (equivalent to approximately HK$59,850,000), based on existing status; and (v) the preliminary valuation of the Project Land of RMB91,500,000 (equivalent to approximately HK$116,022,000) as at 15 June 2015 based on the New Land Grant Contract as assessed by an independent professional valuer as appointed by the Purchaser, the principle of valuation adopted being the direct comparison method. In light of the importance of the entering of the New Land Grant Contract, the preliminary valuation of the Project Land was taken into account when determining the consideration for the Acquisition, such that adequate compensation will be reflected in the payment

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LETTER FROM THE BOARD

schedule of the consideration for the Acquisition. Based on the foregoing, the Directors are of the view that the aggregate consideration for the Acquisition is fair and reasonable. The aggregate amount of consideration for the Acquisition payable by the Purchaser shall be funded by internal resources of the Group.

As at the date of Completion, the PRC Project Company had a net retained cash of RMB6,395,909 (equivalent to HK$8,110,000) which was acquired by the Group at the date of Completion.

Conditions Precedent

The Completion of the Acquisition is conditional upon, including but not limited to:

(i) the Purchaser being satisfied with the results of the due diligence review on, among others, the business, operational, financial and legal aspects of each of the companies of the Target Group, on the basis that documents evidencing the PRC Project Company’s ownership in the Project Land and that the Project Land being in satisfaction to the Purchaser pursuant to the requirements as set forth in the Sale and Purchase Agreement being provided to the Purchaser;
(ii) the warranties given by the Warrantors under the Sale and Purchase Agreement remaining true, accurate and not misleading;
(iii) in respect of the business, assets or operation of the Target Group, there being no unusual operation, material safety incidents or any material adverse change or any omission to disclose any material risks having been discovered;
(iv) the Company having complied with the shareholders’ approval requirement of the Sale and Purchase Agreement and the transactions contemplated thereunder in accordance with the Listing Rules;
(v) any and all of the receivables, indebtedness or repayment obligations among any companies of the Target Group, the Warrantors or any other third parties having been satisfied or repaid (as the case may be) to the satisfaction of the Purchaser; and
(vi) from the date of the Sale and Purchase Agreement till the Completion, the Target Group not having received any order, notice or instructions from any court, arbitration tribunal, governmental or other regulatory department, prohibiting or restricting the Purchaser to proceed with the transactions as contemplated under the Sale and Purchase Agreement or having any adverse impact for the entire interests in the Target Company to be transferred to the Purchaser.

Within five business days upon satisfaction or waiver (save for condition (iv) above which cannot be waived) of the conditions precedent above, the Vendor and the Purchaser shall then proceed to sign the necessary transfer documents in relation to the Acquisition and to complete the necessary registrations with the relevant local government.

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LETTER FROM THE BOARD

If any of the conditions precedent mentioned above have not been fulfilled or waived (save for condition (iv) above which cannot be waived) on or before 31 December 2014 (or such other date as the Purchaser and the Vendor may agree in writing) (the “ Long Stop Date ”), the Sale and Purchase Agreement shall cease to have any further effect and none of the parties to the Sale and Purchase Agreement shall have any obligation and liability towards each other save for any prior breaches of the Sale and Purchase Agreement.

2. COMPLETION OF THE ACQUISITION

Completion of the Acquisition shall be a date within five business days after the satisfaction or waiver (as the case may be), save for condition (iv) above which cannot be waived, of the conditions precedent above. Upon Completion, the Purchaser hold the entire issued share capital in the Target Company, which together with its subsidiaries will become wholly-owned subsidiaries of the Company and their financial results will be consolidated into the consolidated financial statements of the Group.

As at the Latest Practicable Date, all the conditions precedent to the Acquisition have been fulfilled and Completion has taken place on 31 December 2014. Further, the Company would like to clarify that, due to unintentional clerical error, the completion date of the Acquisition was mistakenly reported in the annual report of the Company for the year ended 31 December 2014 which was published on 27 April 2015 as 18 December 2014. In fact, 18 December 2014 was the date which the Company and the Vendor had agreed to adopt the financial statements as the completion accounts for the purpose of evaluating the condition precedent numbered (v) as stated in the paragraph headed “Conditions Precedent” above. Further, there was no transaction between the period from 19 December 2014 to 31 December 2014. When the remaining conditions precedent were being fulfilled, the Completion took place on 31 December 2014.

3. TERMINATION OF THE ACQUISITION

In the event that the Vendor fails to fulfil its respective obligations under the Sale and Purchase Agreement, or if any of the conditions precedent mentioned above have not been fulfilled or waived (save for condition (iv) above which cannot be waived), on or before the Long Stop Date, the Purchaser reserves the rights to (i) delay the Long Stop Date to a later date or (ii) declare to terminate or rescind the Sale and Purchase Agreement without any liability on its part.

Upon termination of the Sale and Purchase Agreement, the Vendor shall then refund in full any portion of the consideration for the Acquisition that has been paid by the Purchaser within five business days upon the Vendor having received the notice from the Purchaser for the termination and the entire issued share capital of the Target Company shall then be transferred back to the Vendor at the original consideration price that has been paid by the Purchaser to the Vendor pursuant to the Sale and Purchase Agreement.

4. INFORMATION ON THE TARGET GROUP

As at the Latest Practicable Date, the entire equity interest in the PRC Project Company is held by the Target Company which in turn is wholly owned by the Vendor. The PRC Project Company was previously engaged in manufacturing watch casing and its principal assets of the PRC Project Company are the Project Land and cash held at banks of approximately HK$8,420,000.

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LETTER FROM THE BOARD

The Project Land consists of four parcels of land located at north of Songbai Road, Gongmin Subdistrict Office, Guangming New District, Shenzhen with a total gross site area of 24,197.28 square metres. The Land is currently owned by the PRC Project Company. The usage of the Project Land has been approved for industrial use under the existing land grant contract. The term of the grant is 50 years expiring in October 2054. As at the Latest Practicable Date, the Project Land was vacant and the PRC Project Company was dormant pending the approval of the New Land Grant Contract. Accordingly, no revenue and profit have been contributed by the Project Land to the PRC Project Company as at the Latest Practicable Date.

Set out below are certain financial information of the Target Company for the five months ended 31 December 2014 and the PRC Project Company for the three financial years ended 31 December 2014:

Target Company*

	Period ended
	31 December 2014
	(unaudited)
	HK$’000
Profit/(loss) before taxation	(17.4)
Profit/(loss) after taxation	(17.4)
Total Assets/(liabilities)	40,638.3
	(Note 1)
Net Assets/(liabilities)	(7.4)
	(Note 2)

The Target Company was incorporated on 7 August 2014.
This mainly represented the investment in a subsidiary at a value of approximately HK$40,623,000.
This represented the net of the shareholder’s loan of approximately HK$40,646,000 and the total assets of HK$40,638,300.
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LETTER FROM THE BOARD

PRC Project Company

	Year ended	Year ended	Year ended
	31 December	31 December	31 December
	2012	2013	2014
	(audited)	(audited)	(audited)
	RMB’000	RMB’000	RMB’000
Profit/(loss) before taxation	26.5	172.3	(168)
Profit/(loss) after taxation	26.5	172.3	(168)
Net Assets/(liabilities)	15,768.4	15,940.7	15,773

The net amount of assets and liabilities incurred by the PRC Project Company which have been cleared out prior to Completion amounted to approximately RMB1,047,000 (equivalent to approximately HK$1,327,600).

Upon Completion on 31 December 2014, each of the Target Company and the PRC Project Company has become an indirect wholly-owned subsidiary of the Company and their financial results has since then been consolidated into the consolidated financial statements of the Group, including for the year ended 31 December 2014.

5. REASONS FOR AND BENEFIT OF THE ACQUISITION

As stated in the announcements of the Company dated 22 August 2011 and 25 October 2013, PASL entered into an agreement with Shenzhen Warmsun on 7 August 2011, pursuant to which PASL has agreed to vacate from the Lung Hua Land and demolish the existing buildings and structures built and erected thereon, and hand over the Lung Hua Land to Shenzhen Warmsun for re-development. As stated in the announcement of the Company dated 16 October 2014, a notice was published by Urban Planning Land and Resources Commission of Shenzhen Municipality (“ UPLRC Shenzhen ”) to confirm the re-development of the Lung Hua Land having been listed under “2014 Lot 4 Town re-development formulated plan of Shenzhen – Draft Plan”. It is expected that after a public consultation period, UPLRC Shenzhen will submit the application to Shenzhen Municipal Government for final approval, thereupon the “Completion of Registration” mentioned in the announcement of the Company dated 22 August 2011 will be deemed to be completed upon receipt of such final approval.

The final approval was obtained from the Shenzhen Municipal Government on 22 December 2014. Accordingly, the Company is required to make plan to relocate the office and plants originally located on the Lung Hua Land to a new location.

Upon Completion, the Company indirectly wholly-own the entire equity interest of the PRC Project Company which in turn is holding the entire interest of the Project Land. The Project Land is situated in Shenzhen within the area of Gongmin Sub-district Office, the PRC, one of the areas with the highest growth potential. As both the Project Land and the Lung Hua Land is also situated in Shenzhen, in the event that the Company decides to relocate its existing factories and plants from the Lung Hua Land to the Project Land, it

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LETTER FROM THE BOARD

will not trigger any severance payment obligations on the part of the Company to its employees according to the relevant PRC labour laws, the Laws of the PRC on Labour Contracts (中華人民共和國勞動合同法). Further, the Project Land is located in an area where good transportation infrastructures are in place as the Project Land can be directly accessed by various highways roads and Shenzhen Metro Line No. 6. Shenzhen Metrol Line No. 6 is currently under construction and is expected to complete in 2018 or 2019. As such, mobility is relatively convenient for both staff and goods of the Group. The Directors believe that the Acquisition will allow the Company to implement a relocation of the existing factories and plants located at the Lung Hua Land with the minimal time and costs without incurring any adverse disruption to the business and manufacturing process of the Group. Further, pursuant to the relevant PRC regulations 《中華人民共和( 國城市房地產管理法》), the Project Land had not commenced its development prior to the Acquisition, i.e. it was a piece land. As such, it had not reached the relevant development stage where the Project Land could just be transferred to the Purchaser directly. Accordingly, for the purpose of acquiring a piece of land for the relocation, the Group is required to acquire the project company holding the Project Land instead of acquiring the Project Land directly. As at the Latest Practicable Date, the relocation has yet to be implemented by the Company.

Based on the foregoing, the Directors consider that the Acquisition is entered into on normal commercial terms, and the terms of which are fair and reasonable and in the interests of the Company and its shareholders as a whole.

6. INFORMATION ON THE PARTIES

The Company is a company incorporated in the Bermuda with limited liability, whose shares are listed on the main board of the Stock Exchange. The Company is an investment holding company based in Asia providing advanced technologies to its customers worldwide, with various disciplines with particular strength in electroplating technologies for applications in different applications or business segments.

The Purchaser is a company incorporated in Hong Kong and a wholly-owned subsidiary of the Company.

PASL is a company established in the PRC and a wholly-owned subsidiary of the Company.

The Vendor is a company incorporated in British Virgin Islands, an investment holding company. As at the Latest Practicable Date, the Vendor is a company wholly owned by Mr. Lin His-chang (林喜常), an Independent Third Party and the Vendor’s Guarantor is a business acquaintance of Mr. Lin His-chang (林喜常).

The Borrower is a company established in the PRC and is wholly owned by the wife of Mr. Lin Hischang, an Independent Third Party.

The Target Company is a company incorporated in Hong Kong and an investment holding company.

The PRC Project Company is a wholly foreign owned enterprise established in the PRC and is principally engaged in manufacturing parts of electronic watch products.

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LETTER FROM THE BOARD

7. FINANCIAL EFFECTS OF THE ACQUISITION

Upon Completion, the Purchaser hold the entire issued share capital in the Target Company, which together with its subsidiaries will become wholly-owned subsidiaries of the Company. In substance, the Group only acquired the Project Land and the retained cash of the PRC Project Company. None of the business, customer, product, staff, intangible assets or any other asset or liability, from the Vendor, which falls into the definition of acquisition of business in accordance with HKFRS3, was acquired by the Group. As such, the Acquisition was accounted for as “asset acquisition” in accordance with HKFRS3.

As Completion was taken place on 31 December 2014, the financial effect of the Acquisition was reported in the 2014 Annual Report issued by the Company on 27 April 2015. The aggregate consideration paid was recorded as following assets in the balance sheet of the Company:-

	RMB’000	HK$’000
Prepaid lease payments (Non-current and current assets)	34,171	43,329
Prepayment (Non-current assets)	16,000	20,288
Loan receivable (Current assets)	30,000	38,040
Bank balance and cash (Current assets)	6,636*	8,414
Taxes payable (Current liabilities)	(240)*	(304)
Increase of assets value (Total of above)	86,567	109,767

* The net amount of bank balance and cash and taxes payable was approximately RMB6,396,000 which was the increased contribution based on the Supplemental Agreement.

The increase of asset value represents the aggregate consideration of RMB85,621,000 and expenses of approximately RMB946,000 partially incurred for the Acquisition which was capitalized under the prepaid lease payments.

Since the Group’s bank balance and cash was depleted by the same amount as the aggregate consideration, the net assets of the Group was not affected.

Shareholders are advised to refer to note 30 of the Group’s consolidated financial statements in the 2014 annual report of the Company for more details.

As set out in Appendix II to this circular, upon Completion of the Acquisition on 31 December 2014, the consolidated net assets of the Group remained unchanged at approximately HK$300 million as the increase in non-current assets was totally offset by the decrease in current assets due to the fact that the Acquisition is purely assets acquisition by cash.

As the Group has not acquired any business from the Vendor and the Target Group is dormant at the time of the entering of the Sale and Purchase Agreement, there would not be any income and expenses (apart from the amortization of the Project Land) brought into the Group in the future.

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LETTER FROM THE BOARD

8. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not engaged in or initiated any equity fund raising exercise during the past 12 months immediately before the Latest Practicable Date or any rights issue exercise prior to such 12-month period.

9. LISTING RULES IMPLICATIONS

As the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisition are 25% or more but are less than 100%, the Acquisition constitutes a major transaction for the Company and is subject to notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules.

To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, no shareholders of the Company or any of their respective associates have any material interest in the Acquisition. As such, no shareholders of the Company would be required to abstain from voting in favour of the resolution approving the Acquisition should the Sale and Purchase Agreement be put forward to the Shareholders for approval at a general meeting. As at the date of the Sale and Purchase Agreement, the Relevant Shareholders collectively interested in an aggregate of 253,991,167 Shares, representing approximately 59.56% of the issued share capital of the Company, has approved the Sale and Purchase Agreement by written shareholders’ approval pursuant to Rule 14.44 of the Listing Rules in lieu of a resolution to be passed at a general meeting of the Company.

10. REASONS FOR NON-INCLUSION OF THE RELEVANT FINANCIAL INFORMATION IN THE CIRCULAR

As stated in the paragraph headed “Reasons for and benefit of the Acquisition” of this circular above, PASL has agreed to vacate from the Lung Hua Land and upon the final approval being obtained from the Shenzhen Municipal Government, the Company is required to make plan to relocate the office and plants originally located on the Lung Hua Land to a new location (the “ Relocation ”).

Whilst the Directors had considered other locations for the Relocation, the Project Land was considered as one of the most suitable piece of land for the purpose of the Relocation for the following reasons:

(a) the Project Land is situated in Shenzhen within the area of Gongmin Sub-district Office, the PRC, one of the areas with the highest growth potential;
(b) given that the Lung Hua Land is also situated in Shenzhen, the relocation of the Company’s existing factories and plants from the Lung Hua Land to the Project Land will not trigger any severance payment obligations on the part of the Company to its employees according to the Laws of the PRC on Labour Contracts《中華人民共和國勞動合同法》; and
(c) the Project Land is located in an area where good transportation infrastructures are in place and mobility is relatively convenient for both staff and goods of the Group.
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LETTER FROM THE BOARD

Based on the foregoing, the Directors believe that the relocation of the existing factories and plants located at the Lung Hua Land to the Project Land would involve minimal time and costs and would not incur any adverse disruption to the business and manufacturing process of the Group.

Importantly, it is essential to note that the primary objective for the Company to enter into the Acquisition was to acquire the Project Land and not to acquire any businesses previously engaged by the Target Group. However, according to the legal adviser to the Company as to PRC laws《中華人民共和國城市房地產管理法》, the Project Land had not commenced any development prior to the Acquisition. As such, it had not reached the relevant development stage where the Project Land could be transferred to the Company directly. Accordingly, for the purpose of acquiring the Project Land for the Relocation, the Group is required to acquire the PRC Project Company holding the Project Land instead of acquiring the Project Land directly.

As set out in this Letter from the Board, the Acquisition constitutes a major transaction for the Company under Chapter 14 of the Listing Rules, accordingly, the Company is required to include (i) the accountants’ report of the Target Company in accordance with Chapter 4 of the Listing Rules for each of the three financial years immediately preceding the issue of the circular (the “ Accountants’ Report ”); and (ii) a management discussion and analysis of the results of the Target Company for the period reported in the Accountants’ Report (the “ MD&A ”, together with the Accountants’ Report, the “ Relevant Financial Information ”) in this circular. However, the Company considers that it is unduly burdensome and impractical for the Company to include the Relevant Financial Information in this circular and therefore did not include the Relevant Financial Information in this circular based on the following grounds:

(a) the primary objective for the Company to enter into the Acquisition was to acquire the Project Land and not to acquire the businesses engaged by the Target Group, which had no connection with the existing business activity of the Group. However, pursuant to the reasons and transfer restrictions as stated above, the Group was restricted from acquiring the Project Land directly and instead had to acquire the PRC Project Company holding the Project Land;
(b) as confirmed with the Company’s auditors, the Acquisition will be accounted as an acquisition of an asset instead of an acquisition of a business or a company under the Hong Kong Financial Reporting Standard 3 (Revised November 2014);
(c) the Target Company is an investment company and its sole investment is the PRC Project Company which has ceased all its business since July 2014 and therefore the inclusion of the Relevant Financial Information to the circular of the Company may not represent any meaningful implications applicable as at the time of the Acquisition per se;
(d) the Target Company was newly acquired by the Vendor in September 2014 and the Vendor was not in the position to provide the relevant information relating to the PRC Project Company to the Company given that (i) the PRC Project Company had become a dormant company at the time when the Vendor acquired it; (ii) the Vendor was not the party which was originally running the business of the PRC Project Company; and (iii) the relevant personnel and staff of the Vendor have limited access to historical financial data of the PRC Project Company. Further, the Vendor had no access to sales contract, purchase orders to suppliers and breakdown of cost of goods sold at such relevant time;
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LETTER FROM THE BOARD

(e) for the reason as stated in paragraph (d) above, only very limited information in relation to the Target Group’s prior business and financial information was given to the Company, despite the Company’s numerous attempts to seek for the relevant information to be provided prior to Acquisition. Further, given that neither the Vendor nor the Company were a party involved in the original business of the PRC Project Company, the Company would not be in the position to explain and analyse any historical fluctuations in the financial statements of the Target Group including but not limited to the sales, cost of goods sold and the overhead; nor the Company be in any position to provide any comment on the market condition or business strategies. As such, it is impossible for the Company to prepare an unqualified Accountants Report and the MD&A for the purpose of inclusion in the circular of the Company without sufficient underlying documents being provided to the Company;
(f) to safeguard the Company’s interests in the Acquisition, it was then agreed between the Purchaser and the Vendor that all the assets (except for any retained cash and land use rights) and the liabilities incurred by the PRC Project Company should be cleared before 19 December 2014 and that no contingent liabilities should have been incurred by the Target Company and/ or the PRC Project Company after the completion of the Acquisition of which the Purchaser and/or the Company shall take responsibility of and a personal guarantee in favour of the Purchaser for the due and complete performance of the Vendor under the Sale and Purchase Agreement was also agreed and provided. As at the date of Completion, relevant personnel of the Company had verified the financial statements of the Target Group and confirmed all, save for the retained cash and land use rights of the PRC Project Company, all other assets and liabilities of the PRC Project Company had been cleared out. Further, an audited report was issued by a PRC auditor which has confirmed the same as at the balance sheet date on 31 December 2014;
(g) the Company has obtained the written shareholders’ approval from Mr. Lam Kwok Hing, Medusa Group and Karfun Investment Ltd. approving the Sale and Purchase Agreement and the Acquisition contemplated thereunder on 30 October 2014. Given that the Sale and Purchase Agreement and the Acquisition contemplated thereunder have been approved by the majority shareholders of the Company in lieu of convening a general meeting, the preparation of a substantially qualified Accountants Report due to limitation of scope for a business which has been ceased since July 2014 and will not form any part of the Group’s businesses in the future will provide very minimal information in relation to the Acquisition which is meaningful for the shareholders of the Company to assess the Acquisition. In particular, the Company will not be in a position to provide the MD&A for the reasons set forth in paragraph (e) above to aid the Shareholders’ consideration of the relevant financial information;
(h) as an alternative to the disclosure of the Relevant Financial Information, the Company will include the valuation report of the Project Land into the circular of the Company, which is the primary asset to be acquired by the Company pursuant to the Acquisition; and
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LETTER FROM THE BOARD

(i) as the Acquisition was completed on 31 December 2014, the financial effect of the Acquisition has been disclosed in the annual report of the Company for the year ended 31 December 2014. Accordingly, a pro forma statement of the assets and liabilities of the Group showing the financial effect upon signing the new land grant contract of the Project Land will be included in the circular of the Company.

Importantly, given that the primary objective of the Acquisition was to acquire the Project Land for the Relocation and that no contingent liabilities of the Target Group has been or will be taken up by the Group following the Acquisition, the Company is of the view that the inclusion of the Relevant Financial Information to the circular is not meaningful for the Shareholders to assess the Acquisition.

Accordingly, the Board is of the view that, with the inclusion of the valuation report of the Project Land in the circular, the circular will have contained all the necessary information in relation to the Acquisition which are meaningful and sufficient for the Shareholders to evaluate and assess the Acquisition, even in the absence of the Relevant Financial Information.

11. RECOMMENDATION

The Board considers that the terms of the Sale and Purchase Agreement are fair and reasonable and the entering into of the Sale and Purchase Agreement is in the interests of the Company and the Shareholders as a whole.

12. ADDITIONAL INFORMATION

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

By Order of the Board Asia Tele-Net and Technology Corporation Ltd Lam Kwok Hing Chairman

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FINANCIAL INFORMATION OF THE GROUP AND THE ENLARGED GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements, together with the accompanying notes to the financial statements, of the Company for the years ended 31 December 2012, 2013 and 2014 are disclosed on pages 31 to 95, pages 35 to 101 and pages 35 to 103 of the annual reports of the Company for the years ended 31 December 2012, 2013 and 2014, respectively. The management discussion and analysis of the Company for the years ended 31 December 2012, 2013 and 2014 are disclosed in the published annual report of the Company for the relevant years.

Annual report of the Company for the year ended 31 December 2012:

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0425/LTN201304251183.pdf

Annual report of the Company for the year ended 31 December 2013:

http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0424/LTN20140424277.pdf

Annual report of the Company for the year ended 31 December 2014:

http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0427/LTN20150427415.pdf

All of the above information have been published on the websites of the Stock Exchange (http://www.hkex.com.hk) and the Company (http://www.atnt.biz).

2. INDEBTEDNESS STATEMENT

(i) Borrowings and debts

As at the close of business on 31 May 2015, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this circular, the Enlarged Group had no bank borrowing. As at 31 May 2015, the Enlarged Group pledged deposits of approximately HK$4,292,000 to bank for the issuance of bank guarantees under which customers retain rights to claim refund of purchase deposits received by the Enlarged Group.

(ii) General

Save as otherwise disclosed herein and apart from intra-group liabilities, the Enlarged Group did not have any debt securities issued and outstanding, and authorised or otherwise created but unissued, bank overdrafts, charges or debentures, mortgages, loans or other similar indebtedness or any finance lease commitments, hire purchase commitments, liabilities under acceptances (other than normal trade bills), acceptance credits or any guarantees.

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FINANCIAL INFORMATION OF THE GROUP AND THE ENLARGED GROUP

APPENDIX I

(iii) Contingent liabilities

As at 31 May 2015, the Enlarged Group had granted corporate guarantees of approximately HK$85,000,000 to banks in respect of banking facilities of approximately HK$82,300,000 granted to the subsidiaries of the Company. The amount utilized by the subsidiaries was approximately HK$7,209,000.

3. MATERIAL ADVERSE CHANGE

The Company is not aware of any material adverse change in the financial or trading position of the Group since 31 December 2014, being the date to which the latest published audited financial statements of the Company were made up.

4. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the financial resources available to the Enlarged Group including our internally generated funds and the cash flow impact of the Acquisition, the Enlarged Group has sufficient working capital to satisfy its requirements for at least the next 12 months following the date of this circular.

5. FINANCIAL AND TRADING PROSPECTS OF THE ENLARGED GROUP

Upon Completion, the Company directly hold all the interests in the Target Group and the Target Company has become an indirect wholly owned subsidiary of the Company and the financial information of the Target Company will be consolidated into the consolidated financial statements of the Group. However, as the Group has not acquired any of the business, customer, product, staff, intangible assets or any other asset or liability, from the Vendor, which falls into the definition of acquisition of business in accordance with HKFRS3. As such, the Enlarged Group has continued to develop its existing businesses upon Completion. Based on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix II to this circular, there is no change to the net assets recorded by the Group as at 31 December 2014 and as at 31 December 2014 upon fulfilment of Vendor's Undertaking.

With respect to the financial and trading prospects of the business of the Enlarged Group, namely, electroplating equipment business, it is expected to see a softer first half and a better second half for the upcoming year by reference to the shipments made, orders on hands and enquiries under discussion.

Printed Circuit Boards (“PCB”) Sector

Based on the April global purchasing managers index (“PMI”) which was published in May, all six countries’ PMIs (USA, China, Japan, Europe, Germany & France) weakened with China, Japan and France dropping into contraction territory (ie PMI <50). The May data was slightly better, it is expected that world manufacturing growth will accelerate slightly in short term. U.S. PMI rose significantly while Eurozone PMI also experienced with growth varying by country. With the

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FINANCIAL INFORMATION OF THE GROUP AND THE ENLARGED GROUP

APPENDIX I

exception of India and Vietnam, Asia remained at or near contraction territory. This macro-economic data endorsed the reported PCB shipment values published by various institutes. Although the data so far was not great, it was improving.

PCB sales reported by listed companies in Taiwan in first quarter dropped 16.32% whereas the drop in PCB sales has reduced to 0.68% in April[1]
Total North American PCB business continues to experience stagnant sales compared to last year but book-to-bill ratio has been positive for the past six months, which is a positive indicator for sales growth in the second and third quarters of 2015[2]

Surface Finishing (“SF”) Sector

In May 2015, China’s foreign direct investment (“FDI”), excluding financial sectors, increased by 7.8% to 57.4 billion yuan from a year earlier, said the Commerce Ministry of China. Although the trend is dropping as the year-on-year rise in April 2015 was 10.5%, the increase in FDI is still an embraced good news as far as SF sector is concerned. The Group has good track records in last few years to deliver successful turn-key FDI projects in China. Several expansion projects put on hold in last year was revived early this year. It was expected that some of these potential orders will be materialized into shipments by end of the year of 2015.

Photo Voltaic (“PV”) Sector

With an expected 55 gigawatts set to be installed, the global PV market will grow 36% in 2015[3] . The growth is significant when one compares it to the 2% growth in 2014. The Asia-Pacific region will install more than half of all global PV this year. Europe will begin an upswing, and North America, primarily the United States, will continue its year-over-year growth. The Enlarged Group has rode on this wave of recovery and shipped a couple of equipment as at the Latest Practicable Date.

Outlook

As stated in the annual report of the Company for the year ended 31 December 2014, it was reported that the year 2015 will be a difficult year compared to 2014. The Enlarged Group still uphold this view and is working diligently to secure the opportunities which are under discussion now. On the other hands, the Enlarged Group is confident that its financial position will not be worsen off given the tight internal control on working capital and cost control management.

1 Information taken from news published at the website of Taiwan Printed Circuit Association)

2 Information taken from news published at the website of IPC.org

3 According to GTM Research’s latest report, Global PV Demand Outlook, 2015-2015: Exploring Risk in Downstream Solar Markets

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APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

A. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following unaudited pro forma consolidated statement of assets and liabilities of the Enlarged Group (the “ Unaudited Pro Forma Consolidated Statement of Assets and Liabilities ”) has been prepared in accordance with paragraph 4.29 of the Listing Rules for the purpose of illustrating the effects of the Vendor’s Undertaking as if it had been fulfilled on 31 December 2014.

The Unaudited Pro Forma Consolidated Statement of Assets and Liabilities is prepared based on the audited consolidated statement of financial position of the Enlarged Group as at 31 December 2014 which has been extracted from the Enlarged Group’s annual report for the year ended 31 December 2014, after making pro forma adjustments relating to the Vendor’s Undertaking that are (i) directly attributable to the Vendor’s Undertaking; and (ii) factually supportable as if the Vendor’s Undertaking had been fulfilled as at 31 December 2014.

The Unaudited Pro Forma Consolidated Statement of Assets and Liabilities has been prepared by the Directors based on a number of assumptions, estimates and uncertainties for illustrative purposes only and because of its nature, it may not give a true picture of the financial position of the Enlarged Group. Accordingly, the Unaudited Pro Forma Consolidated Statement of Assets and Liabilities does not purport to describe the financial position of the Enlarged Group that would have been attained had the Vendor’s Undertaking been fulfilled on 31 December 2014, nor purport to predict the future financial position of the Enlarged Group.

The capitalised terms set out above and below have the same meaning as those defined elsewhere in this circular.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP

NON-CURRENT ASSETS Property, plant and equipment Prepaid lease payments Interests in associates Prepayment	The Enlarged Group as at 31 December 2014 Pro forma Adjustments HK$’000 HK$’000 (Note 1) (Note 2) 74,108 50,098 56,849 4,497 20,288 (20,288) 148,991	The Enlarged Group as at 31 December 2014 upon fulfilment of Vendor’s Undertaking HK$’000 74,108 106,947 4,497 –
		185,552

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APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

CURRENT ASSETS Inventories Amounts due from customers for contract work Loans receivable Debtors, bills receivables and prepayments Prepaid lease payments Held-for-trading investments Amounts due from associates Taxation recoverable Pledged bank deposits Bank balances and cash CURRENT LIABILITIES Creditors, bills payables and accrued charges Deposit received for re-development of the land Warranty provision Amounts due to customers for contract work Amounts due to associates Taxation payable NET CURRENT ASSETS NON-CURRENT LIABILITIES Warranty provision Deferred taxation TOTAL ASSETS LESS TOTAL LIABILITIES	The Enlarged Group as at 31 December 2014 Pro forma Adjustments HK$’000 HK$’000 (Note 1) (Note 2) 49,399 75,199 40,076 (38,028) 121,070 1,392 1,467 16,563 1,356 4 19,656 94,563 419,278 186,150 50,705 21,916 7,309 23 1,862 267,965 151,313 4,860 4,315 9,175 291,129	The Enlarged Group as at 31 December 2014 upon fulfilment of Vendor’s Undertaking HK$’000 49,399 75,199 2,048 121,070 2,859 16,563 1,356 4 19,656 94,563
		382,717
		186,150 50,705 21,916 7,309 23 1,862
		267,965
		114,752
		4,860 4,315
		9,175
		291,129

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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

(1) The balances are extracted from the published annual report of the Enlarged Group for the year ended 31 December 2014 dated 30 March 2015 (“ 2014 Annual Report ”).
(2) The Completion of the Acquisition has taken place on 31 December 2014. The details of the net assets acquired upon the completion of the Acquisition but before the fulfilment of Vendor’s Undertaking is included in note 30 to the consolidated financial statements of the Enlarged Group as included in 2014 Annual Report.

The pro forma adjustment is made assuming the fulfillment of the Vendor’s Undertaking at 31 December 2014. Upon the fulfillment of the Vendor’s Undertaking and the repayment of the Entrusted Loan (recorded as loans receivable), the Deposit (as defined in 2014 Annual Report), and the Final Payment (recorded as prepayment), will be released to the Vendor by the Escrow Agent accordingly. A pro forma revaluation surplus adjustment to the Project Land upon the fulfillment of the Vendor’s Undertaking amounting to HK$58,316,000 is made to the carrying amount of the Project Land as recorded by the Target Group, consisting of the amounts of HK$56,849,000 and HK$1,467,000 as non-current asset and current asset respectively in accordance with the expected amortisation period.

In accordance with the valuation report as set out in Appendix III to this Circular, the valuation of the Project Land assuming the New Land Grant Contract has been approved and obtained is RMB91,500,000 (equivalent to approximately HK$116,022,000) which is in excess of the aggregate amount of pro forma value of the Project Land of HK$100,445,000. For the purpose of the unaudited pro forma financial information, the Directors consider that no impairment loss is considered necessary for the Project Land.

(3) For the purpose of the unaudited pro forma financial information, the Directors consider that the fair value of the option to terminate the Sale and Purchase Agreement if the Vendor’s Undertaking cannot be fulfilled within the timeframe pursuant to the Sale and Purchase Agreement is insignificant.
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APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

B. INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following is the text of a report received from the reporting accountants, Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong, in respect of the Group's unaudited pro forma financial information for the purpose of incorporation in this circular.

==> picture [122 x 54] intentionally omitted <==

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

We have completed our assurance engagement to report on the compilation of pro forma financial information of Asia Tele-Net and Technology Corporation Limited (the “ Company ”) and its subsidiaries (including Yu Man Limited and its subsidiary) (hereinafter collectively referred to as the “ Enlarged Group ”) by the directors of the Company (the “ Directors ”) for illustrative purposes only. The pro forma financial information consists of the pro forma consolidated statement of assets and liabilities as at 31 December 2014 and related notes as set out on pages II-1 to II-3 of the circular dated 3 July 2015 (the “ Circular ”) issued by the Company (the “ Pro Forma Financial Information ”). The applicable criteria on the basis of which the Directors have compiled the Pro Forma Financial Information are described on pages II-1 to II-3 of the Circular.

The Pro Forma Financial Information has been compiled by the Directors to illustrate the impact of the Vendor’s Undertaking under the sale and purchase agreement for the acquisition of entire issued share capital of Yu Man Limited (the “ Transaction ”) on the Enlarged Group’s financial position as at 31 December 2014 as if the Transaction had taken place at 31 December 2014. As part of this process, information about the Enlarged Group’s financial position has been extracted by the Directors from the Enlarged Group’s consolidated financial statements for the year ended 31 December 2014, on which an audit report has been published.

Directors’ Responsibilities for the Pro Forma Financial Information

The Directors are responsible for compiling the Pro Forma Financial Information in accordance with paragraph 4.29 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 (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX II

Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Pro Forma Financial Information 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 Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the HKICPA. This standard requires that the reporting accountant comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Pro Forma Financial Information.

The purpose of Pro Forma Financial Information included in the Circular is solely to illustrate the impact of the Transaction on unadjusted financial information of the Enlarged Group as if the Transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the Transaction as at 31 December 2014 would have been as presented.

A reasonable assurance engagement to report on whether the Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors in the compilation of the Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the transactions, and to obtain sufficient appropriate evidence about whether:

The related pro forma adjustments give appropriate effect to those criteria; and
The Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the reporting accountant’s understanding of the nature of the Enlarged Group, the Transaction in respect of which the Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro Forma Financial Information.

II-5 -

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

(a) the Pro Forma Financial Information has been properly compiled on the basis stated;
(b) such basis is consistent with the accounting policies of the Enlarged Group; and
(c) the adjustments are appropriate for the purposes of the Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Deloitte Touche Tohmatsu

Certified Public Accountants Hong Kong 3 July 2015

II-6 -

VALUATION REPORT

APPENDIX III

The following is the text of a letter, summary of values and valuation certificates, prepared for the purpose of incorporation in this circular received from RHL Appraisal Limited., an independent valuer, in connection with its valuation as at 15 June 2015 of the Properties held by Asia Tele-Net and Technology Corporation Ltd.

==> picture [78 x 116] intentionally omitted <==

3 July 2015

The Board of Directors

Asia Tele-Net and Technology Corporation Ltd

11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong

Dear Sirs/Madam,

INSTRUCTIONS

We refer to your instruction for us to value the property interest (“ the Property ”) to be acquired by Asia Tele-Net and Technology Corporation Ltd (the “ Company ”) located in the People’s Republic of China (“ PRC ”). We confirm that we have carried out property inspection, 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 the Property as at 15 June 2015 (the “ Valuation Date ”).

This letter which forms part of our valuation report explains the basis and methodologies of valuation, clarifying assumptions, valuation considerations, title investigations and limiting conditions of this valuation.

BASIS OF VALUATION

The valuation is our opinion of the market value (“ Market Value ”) which we would define as intended to mean the estimated amount for which an asset or liability should exchange on the valuation date 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.

Market Value is understood as the value of an asset or liability estimated without regard to costs of sale or purchase and without offset for any associated taxes or potential taxes.

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VALUATION REPORT

APPENDIX III

The market value is the best price reasonably obtainable in the market by the seller and the most advantageous price reasonably obtainable in the market by the buyer. This estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, joint ventures, management agreements, special considerations or concessions granted by anyone associated with the sale, or any element of special value.

VALUATION METHODOLOGY

We have valued property interests by using the Direct Comparison Approach by making reference to the comparable market transactions/asking cases as available. Comparable properties of similar size, scale, nature, character and location are analysed and carefully weighed against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market value.

VALUATION CONSIDERATIONS

In valuing the property interest, we have complied with all the requirements contained in Chapter 5 and Practice Note 12 to the Rules Governing the Listing of Securities issued by The Stock Exchange of Hong Kong Limited and the HKIS Valuation Standards 2012 Edition.

VALUATION ASSUMPTION

In our valuation, unless otherwise stated, we have assumed that:

i. transferable land use rights in respect of the Properties for specific terms at nominal annual land use fees have been granted and that any premium payable has already been fully paid;
ii. no deleterious or hazardous materials or techniques have been used in the construction of the Properties; and
iii. the Properties are connected to main services and sewers which are available on normal terms.

TITLE INVESTIGATION

We have not, however, searched the original documents to verify ownership or existence of any amendment which does not appear on the copies handed to us. We are not in the position to provide you comments on the title of the Properties and you are advised to seek for the legal opinion regarding to the same from your relevant legal advisors.

LIMITING CONDITIONS

We have conducted on-site inspections to properties located in the PRC at September 2014 by our Mr. Christopher Cheung (Bachelor of Business Administration). We have inspected the exterior and, where possible, the interior of the Properties. During the course of our inspections, we did not note any serious defects. However, no structural survey has been made and we are therefore unable to report whether the properties are free from rot infestation or any other defects. No tests were carried out on any of the services.

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VALUATION REPORT

APPENDIX III

We have not carried out detailed on-site measurement to verify the correctness of the areas in respect of the property but have assumed that the areas shown on the documents handed to us are correct. All dimensions, measurements and areas are approximate.

We have relied to a considerable extent on information provided by the Group and accepted advices given to us on such matters, in particular, but not limited to tenure, planning approvals, statutory notices, easements, particulars of occupancy, size and floor areas and all other relevant matters in the identification of the Properties.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also been advised by the Group that no material fact has been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view, and we have no reason to suspect that any material information has been withheld.

No allowance has been made in our report for any charges, mortgages or amounts owing neither on the property interest valued nor for any expenses or taxation which may be incurred in effecting a sale.

The reported market value only applies to the whole of the complex or development as a unique interest, and no piecemeal transaction of the complex or development is assumed.

REMARKS

We have valued the property interests in Renminbi (RMB).

We enclose herewith the valuation certificates.

		Yours faithfully,
		For and on behalf	of
		RHL Appraisal Ltd.
	Serena S. W. Lau			Jessie X. Chen
_FHKIS, _	_AAPI, MRICS, RPS(GP), _	MBA(HKU)	_MRICS, _	MSc (Real Estate), BEcon
	Managing Director			Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor (GP) with over 19 years’experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region. Ms. Lau is a Professional Member of The Royal Institution of Chartered Surveyors, an Associate of Australian Property Institute, a Fellow of The Hong Kong Institute of Surveyors as well as a registered real estate appraiser in the PRC.

Ms. Jessie Chen is a Chartered Surveyor (Valuation) of The Royal Institution of Chartered Surveyors with over 5 years’experience in valuation of properties in HKSAR, Macau SAR, mainland China and the Asia Pacific Region.

III-3 -

VALUATION REPORT

APPENDIX III

VALUATION CERTIFICATE

Property

Land parcels (part of Lot No.:A632-0027) located at north of Songbai Road, Gongmin Subdistrict Office, Guangming New District, Shenzhen, Guangdong Province, the PRC

Market value in its existing Particulars of state as at Description, age and tenure occupancy 15 June 2015 RMB The Property comprise of four The Property is No commercial parcels of land with a total site currently vacant value (refer to area of 24,197.28 sq.m. (refer to and as advised, the Notes 6 and Notes 1 and 4) property is held for Notes 7) owner occupation The Property is designated for for industrial use in industrial use for a term expiring the future. (refer to on 7 October 2054. Notes 5)

廣東省深圳市光明新區公明街道辦公室松白路北側之數幅土地（宗地號為A632-0027之部分）

Notes:

Pursuant to the State-owned Land Use Right Grant Contract – Shen Di He Zi (2004) No. 4069 (深地合字(2004)4069 號),the land parcel (Lot No.: A632-0027) with a site area of 34,367.94 sq.m. had been granted to 中霸鐘錶電子發展

（深圳）有限公司(“中霸鐘錶電子深圳”) with planning details as below:

Land Use Right Term: 50 years from 8 October 2004 to 7 October 2054

Usage: Industrial Site Coverage: ≦3.5 Plot Ratio: ≦1.164 Total Permitted Maximum Gross Floor Area: 40,000 sq.m.

Pursuant to the State-owned Land Use Rights Certificate – Shen Fang Di Zi No. 5000156271 (深房地字第 50000156271號) dated April 2005, the Property has been granted to 中霸鐘錶電子深圳.
Pursuant to the Sale and Purchase Agreement dated on 29 October 2014 among Trillion Ocean Limited (憶海有限公司) as Vendor, Gold Beat Investments Limited (金寶投資有限公司, an indirect wholly-owned subsidiary of the Company) as Purchaser and Ms. Zhong Qiuxia (鐘秋霞) as Vendor’s Guarantor, the Vendor agreed to transfer to the Purchaser the entire issued capital of the Target Company at an aggregate consideration of RMB79,225,000. The principal assets of the Target Company is its investment in the PRC Project Company which in turn holds the Property.
III-4 -

APPENDIX III

VALUATION REPORT

As informed by the Instructing Party, portion of the land with site area of 10,170.66 has been resumed by the government for construction of public road, the Property is therefore divided into pieces with site area of 8,964.72 sq.m. (“ Parcel A ”), 4,531.39 sq.m. (“ Parcel B ”), 9,368.57 sq.m. (“ Parcel C ”) and 665.93 sq.m. (“ Parcel D ”) respectively. The resumed portion has been disregarded in our valuation.
As inspected, some temporary structures have been erected on the Property. In the course of our valuation, we have disregarded the enhancement or diminishment arising from those temporary structures and assumed the Property is a bare site and pending for future development.
Pursuant to the opinion by the Group’s PRC legal adviser, according to requirement of the City Real Estate Management law of the People’s Republic of China (中華人民共和國城市房地產管理法) Article 39, transfer of land use right is allowed only if more than 25% of the total investment for the subject land development is completed. Since the development of the property has not yet commenced, therefore it may be restricted on the disposal on current stage. For reference purpose, assuming that the property can be freely transferred in the market, the market value of the whole property as at existing usage is RMB47,200,000.
As instructed by the company, the property will be re-zoned and be granted by new planning condition which maximum approximate 41,263.48 sq.m. of gross floor area can be developed for industrial use and 2,000 sq.m. for commercial use by utilizing three parcels of land with total site area of 14,164.70 sq.m. while the planning of remaining site area will remain the same. For reference purpose, the market value of the whole Property is RMB91,500,000 under the condition that the aforesaid terms are granted, all relevant encumbrances are settled and the planning specification of the remaining portion remains the same as which mentioned in Note.1 above.
We have been provided with a legal opinion by the Group’s PRC legal adviser, Zhong Lun Law Firm, regarding the legal title of the property, which contains, inter alia, the followings:
i. The property is legally held by 中霸鐘錶電子深圳;
ii. The property as at the Valuation Date is subject to a restriction on disposal, please see details on Note.6 above; and
iii. Except for the above, the property is free from any mortgage or third party’s encumbrance.
III-5 -

GENERAL INFORMATION

APPENDIX IV

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in 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) Director’s Interest in the securities of the Company

As at the Latest Practicable Date, save as disclosed below, none of the Directors or the chief executive of the Company or their respective associates had or was deemed to have any interests and short positions in the Shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) 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 (ii) which were required, pursuant to section 352 of the SFO to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

Long position

				Percentage of
	Number of issued ordinary			the issued
	shares held			share capital
	Personal	Corporate		of the
Name of director	interest	interest	Total	Company
Lam Kwok Hing	3,474,667	250,516,500	253,991,167	59.56%
		(Note)

Note: The amount composed of 48,520,666 and 201,995,834 Shares that were held by Medusa Group Limited (“ Medusa ”) and Karfun Investment Ltd (“ Karfun ”), respectively. Medusa is a company wholly-owned by Mr. Lam Kwok Hing. Karfun is a wholly-owned subsidiary of Karl Thomson Holdings Ltd, a company in which Mr. Lam Kwok Hing is a controlling shareholder. As such, Karfun and Medusa are interested in 47.37% and 11.38% interests in the Company, respectively.

Save as disclosed above, except for nominee shares in certain subsidiaries held in trust for the Company by certain Directors, none of the Directors and chief executive of the Company had any interest and short position in the Shares, underlying shares and debentures of the Company or any of its associated corporation (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 he was taken or deemed to have under such

IV-1 -

GENERAL INFORMATION

APPENDIX IV

provisions of the SFO); or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange as at the Latest Practicable Date.

Other than as stated above, at no time during the year was the Company, nor any of its subsidiaries a party to any arrangement to enable the Directors of the Company (including their spouses and children under 18 years of age) to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

(b) Interests of shareholders discloseable pursuant to the SFO

As at the Latest Practicable Date, the following persons (other than a Director or chief executive of the Company or his/her respective associate(s)) had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the Company or had any options in respect of such shares.

Long position

		Number of	Company’s issued
Name of shareholder	Capacity	Shares held	share capital
Medusa	Beneficial owner	48,520,666	11.38%
Karfun	Beneficial owner	201,995,834	47.37%

(c) Substantial shareholding in other members of the Group

As at the Latest Practicable Date, the Directors are not aware of any other persons (other than a Director or chief executive of the Company or his/her respective associate(s)) who had interests or short positions in the Shares and underlying shares of the Company as recorded in the register required to be kept under Section 336 of the SFO.

3. DIRECTORS’ COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective associates is and was interested in any business apart from the Group’s businesses which competes, or may compete, either directly or indirectly, with the businesses of the Enlarged Group pursuant to Rule 8.10 of the Listing Rules.

IV-2 -

GENERAL INFORMATION

APPENDIX IV

4. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any interest, either directly or indirectly, in any assets which has since 31 December 2013 (being the date to which the latest published audited consolidated financial statements of the Group were made up), up to the Latest Practicable Date, been acquired or disposed of by or leased to, any member of the Enlarged Group or are proposed to be acquired or disposed of by, or leased to, any member of the Enlarged Group.

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with any member of the Enlarged Group which does not expire or is not determinable by such member of the Enlarged Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS’ INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Enlarged Group subsisting at the Latest Practicable Date and which is significant in relation to the business of the Enlarged Group.

7. MATERIAL ADVERSE CHANGE

The Company is not aware of any material adverse change in the financial or trading position of the Group since 31 December 2013, being the date to which the latest published audited financial statements of the Company were made up.

8. MATERIAL CONTRACTS

The following contracts (being contracts entered into outside the ordinary course of business carried on by the Enlarged Group) have been entered into by members of the Group within the two years immediately preceding the date of this circular:

(a) the Sale and Purchase Agreement; and
(b) the Supplemental Agreement.

9. EXPERTS’ QUALIFICATION AND CONSENT

The following is the qualification of the experts whose name/advices and/or reports are contained in this circular:

Name	Qualification
Deloitte Touche Tohmatsu Limited (“Deloitte”)	Certified Public Accountants
RHL Appraisal Limited (“RHL”)	Chartered surveyors

IV-3 -

GENERAL INFORMATION

APPENDIX IV

As at the Latest Practicable Date, each of Deloitte and RHL (i) had no shareholding in any member of the Enlarged Group and did not have any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for securities in any member of the Enlarged Group; (ii) had no direct or indirect interest in any assets which had been, since 31 December 2013 (the date to which the latest published audited consolidated financial statements of the Group were made up), acquired, disposed of by, or leased to any member of the Enlarged Group, or were proposed to be acquired, disposed of by, or leased to any member of the Enlarged Group; and (iii) has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and the reference to its name included herein in the form and context in which it appears.

10. LITIGATION

As at the Latest Practicable Date, none of the members of the Enlarged Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

11. GENERAL

(a) The company secretary of the Company is Ms. Lui Choi Yiu Angela, who is a member of the American Institute of Certified Public Accountants and a member of the Hong Kong Institute of Certified Public Accountants.
(b) The registered office of the Company is at Clarendon House, Church Street, Hamilton HM11, Bermuda and the head office and principal place of business of the Company in Hong Kong is at 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong. The share registrar and transfer office of the Company in Hong Kong is Tricor Secretaries Limited, at 26/F, Tesburg Centre, 28 Queen’s Road East, Hong Kong.
(c) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.
(d) As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which had been acquired or disposed of or leased to any member of the Group or was proposed to be so acquired or disposed of by or leased by any member of the Group since 31 December 2010, being the date at which the latest published audited financial statements of the Company were made up.
(e) As the Latest Practicable Date, none of the Directors was materially interested, directly or indirectly, in any contract or arrangement entered into by any member of the Group which was subsisting at the date of this circular.
IV-4 -

GENERAL INFORMATION

APPENDIX IV

12. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at 11 Dai Hei Street, Tai Po Industrial Estate, Tai Po, New Territories, Hong Kong during normal business hours from the date of this circular up to and including the date of the EGM:

(a) the bye-laws of the Company;
(b) the annual reports of the Company for the two years ended 31 December 2014;
(c) the annual reports of the Company for the two years ended 31 December 2013;
(d) the interim reports of the Company for the six months ended 30 June 2013 and 30 June 2014;
(e) the report issued by Deloitte on the unaudited pro forma financial information of the Enlarged Group as set out in Appendix II to this circular;
(f) the written consent referred to in the paragraph headed “Experts’ Qualification and Consent” in this Appendix;
(g) the Valuation Report issued by RHL on the Project Land;
(h) the material contracts referred to in the paragraph headed “Material Contracts” in this Appendix; and
(i) this circular.
IV-5 -

AI assistant

Da Sen Holdings Group Limited — Proxy Solicitation & Information Statement 2015

50017_rns_2015-07-02_3621eac7-1d79-497e-a751-bb5523bada6a.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

MAJOR TRANSACTION

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN YU MAN LIMITED

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

MAJOR TRANSACTION

ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL IN YU MAN LIMITED

1. THE SALE AND PURCHASE AGREEMENT

Subject Matter

LETTER FROM THE BOARD

LETTER FROM THE BOARD

The Supplemental Agreement

LETTER FROM THE BOARD

Consideration and Payment Arrangement

Consideration:

LETTER FROM THE BOARD

Basis of Consideration:

LETTER FROM THE BOARD

Conditions Precedent

LETTER FROM THE BOARD

2. COMPLETION OF THE ACQUISITION

3. TERMINATION OF THE ACQUISITION

4. INFORMATION ON THE TARGET GROUP

LETTER FROM THE BOARD

Target Company*

PRC Project Company

5. REASONS FOR AND BENEFIT OF THE ACQUISITION

LETTER FROM THE BOARD

6. INFORMATION ON THE PARTIES

7. FINANCIAL EFFECTS OF THE ACQUISITION

8. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

9. LISTING RULES IMPLICATIONS

10. REASONS FOR NON-INCLUSION OF THE RELEVANT FINANCIAL INFORMATION IN THE CIRCULAR

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

11. RECOMMENDATION

12. ADDITIONAL INFORMATION

1. FINANCIAL INFORMATION OF THE GROUP

2. INDEBTEDNESS STATEMENT

(i) Borrowings and debts

(ii) General

(iii) Contingent liabilities

3. MATERIAL ADVERSE CHANGE

4. WORKING CAPITAL

5. FINANCIAL AND TRADING PROSPECTS OF THE ENLARGED GROUP

Printed Circuit Boards (“PCB”) Sector

Surface Finishing (“SF”) Sector

Photo Voltaic (“PV”) Sector

Outlook

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

A. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES OF THE ENLARGED GROUP

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

B. INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

TO THE DIRECTORS OF ASIA TELE-NET AND TECHNOLOGY CORPORATION LIMITED

Directors’ Responsibilities for the Pro Forma Financial Information

Reporting Accountant’s Responsibilities

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Opinion

Deloitte Touche Tohmatsu

The Board of Directors

Asia Tele-Net and Technology Corporation Ltd

INSTRUCTIONS

BASIS OF VALUATION

VALUATION METHODOLOGY

Da Sen Holdings Group Limited Proxy Solicitation & Information Statement 2015