Digital China Holdings Limited — Proxy Solicitation & Information Statement 2003

Jun 26, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Dong Fang Gas Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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DONG FANG GAS HOLDINGS LIMITED 東方燃氣集團有限公司

(Incorporated in Bermuda with limited liability)

DISCLOSEABLE TRANSACTION

26 June 2003

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information on Top Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Information on Beijing Gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix – General Information
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Directors’ Interests in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Service Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

• “Acquisition” the acquisition of the Sale Shares and the Sale Loan by the Purchaser under the Agreement

• “Agreement” a conditional agreement dated 1 June 2003 entered into between the Vendor, the Purchaser and the Guarantor in respect of the Acquisition

• “associate(s)” has the meaning ascribed to it under the Listing Rules “Beijing Gas” 北京大陸燃氣有限公司 (Beijing Continental Gas Co. Ltd.), a sino-foreign equity joint venture established in the PRC, which is beneficially owned as to 70% by Top Power and as to 30% by three other third parties, which and its respective ultimate beneficial owners are not connected persons as defined under the Listing Rules

“Board”	the board of Directors
“Business Day”	a day (other than Saturdays and days on which a tropic cyclone
	warning No. 8 or above or a rainstorm warning signal is hoisted
	in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on
	which banks in Hong Kong are generally open for the transaction
	of normal banking business
“Company”	Dong Fang Gas Holdings Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the Stock Exchange
“Completion”	completion of the Agreement
“Completion Date”	the date of Completion, which is expected to be on or before 7
	August 2003
“Consideration”	the total sum of HK$80,000,000
“Deposit”	a refundable deposit of HK$13,000,000, which has been paid
	by the Purchaser to the Vendor upon signing of the Agreement

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	DEFINITIONS
“Directors”	the directors of the Company
“Group”	the Company and its subsidiaries
“Guarantor” or “Mr. Sattasakul”	Chatchawan Sattasakul, who is the sole director and shareholder
	of the Vendor
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	23 June 2003, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Other Shareholder”	holder of the remaining 27 shares of US$1 each in the issued
	share capital of Top Power, representing 27% of the entire
	issued share capital of Top Power
“PRC”	the People’s Republic of China
“Purchaser” or “DFC”	Dong Fang Gas (China) Limited, a company incorporated in
	the British Virgin Islands with limited liability, which is an
	indirect wholly owned subsidiary of the Company
“Sale Loan”	all the shareholder loan and monies owing from Top Power and
	Beijing Gas to the Vendor as at the Completion Date and to be
	assigned by the Vendor to the Purchaser pursuant to the
	Agreement
“Sale Shares”	73 shares of US$1 each in the issued share capital of Top
	Power, which are beneficially owned by the Vendor and to be
	purchased by the Purchaser
“Share(s)”	ordinary share(s) of HK$0.40 each in the capital of the Company
“Shareholder(s)”	holder(s) of the Share(s)

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DEFINITIONS

“Shareholders Deed”	a shareholders deed to be made between the Purchaser and the
	Other Shareholder prior to Completion
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Top Power”	Top Power Holdings Limited, a company incorporated in the
	British Virgin Islands with limited liability and is beneficially
	owned as to 73% by the Vendor and as to 27% by a third party,
	which and its ultimate beneficial owners are not connected
	persons as defined under the Listing Rules
“Vendor” or “CML”	Classic Million Limited, a company incorporated in the British
	Virgin Islands with limited liability
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“RMB”	Renminbi, the lawful currency of the PRC
“%”	per cent.

Conversion of RMB into HK$ is based on the exchange rate of RMB1.06 = HK$1.00.

Such translation should not be constructed as a representation that the amounts in question have been, could have been or could be converted at any particular rate or at all.

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LETTER FROM THE BOARD

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DONG FANG GAS HOLDINGS LIMITED 東方燃氣集團有限公司

(Incorporated in Bermuda with limited liability)

Executive Directors: Dr. CHAN Kwok Keung, Charles (Chairman) Dr. YAP, Allan (Vice Chairman) Mr. CHAN Kwok Hung

Independent Non-Executive Directors: Mr. NG Wai Hung Mr. TSANG Link Carl, Brian

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: 9th Floor, Paul Y. Centre 51 Hung To Road Kwun Tong Kowloon Hong Kong

26 June 2003

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

INTRODUCTION

It was announced on 5 June 2003 that the Company’s indirect wholly owned subsidiary, DFC, has entered into a conditional agreement on 1 June 2003 with the Vendor for the acquisition of 73% of the entire issued share capital of Top Power and the Sale Loan at a total consideration of HK$80,000,000. Top Power owns a 70% equity interest in Beijing Gas.

The Acquisition constitutes a discloseable transaction of the Company under the Listing Rules. The purpose of this circular is to provide the Shareholders with further information of the Acquisition.

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LETTER FROM THE BOARD

THE AGREEMENT

Date

1 June 2003

Parties

Vendor : CML, which and its sole ultimate beneficial owner, Mr. Sattasakul, are not connected persons as defined under the Listing Rules; Purchaser : DFC; and Guarantor : Mr. Sattasakul, who is not connected person as defined under the Listing Rules

Assets to be acquired

Under the Agreement, the Purchaser agreed to purchase and the Vendor agreed to sell:

• (1) 73 shares of US$1 each in the issued share capital of Top Power, representing 73% of the entire issued share capital of Top Power, at a consideration of HK$67,732,129; and

• (2) all the shareholder loan and monies owing from Top Power and Beijing Gas to the Vendor as at the Completion Date at a consideration of HK$12,267,871.

At the date of the Agreement, the Sale Loan was in the aggregate principal sum of HK$12,267,871, which is owing from Top Power to the Vendor, and there are no monies owing from Beijing Gas to the Vendor.

Total Consideration

The total consideration of the Acquisition is HK$80,000,000, as to HK$67,732,129 being consideration for the Sale Shares and as to the balance of HK$12,267,871 being consideration for the Sale Loan.

The Consideration is to be satisfied by the Purchaser in the following manner:

• (1) payment of the Deposit in cash of HK$13,000,000 upon signing of the Agreement to the Vendor by cheque or by other payment method (such as by telegraphic transfer) as the Vendor and the Purchaser may agree; and

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LETTER FROM THE BOARD

• (2) balance of the Consideration in cash of HK$67,000,000 shall be paid to the Vendor upon Completion by cheque or by other payment method (such as by telegraphic transfer) as the Vendor and the Purchaser may agree.

The Deposit has been paid by the Purchaser to the Vendor on 1 June 2003, the date of signing of the Agreement, by cheques.

The Consideration was determined by the parties after arm’s length negotiations by reference to the Purchaser’s attributable interest of 51.1% in Beijing Gas to be acquired under the Acquisition and the market value of 100% equity interest of Beijing Gas preliminary indicated by Norton Appraisals Limited, a professional valuer appointed by the Purchaser, who is not connected person as defined under the Listing Rules and has relevant experience in business valuation for enterprises in the PRC, including business for LPG Cylinders in Qingyuan City and electric power plant in Hangzhou, the PRC, at about HK$195,000,000 as at 31 May 2003 through the application of the income approach technique. Norton Appraisals Limited has confirmed that the valuation assumptions as mentioned in the section headed “Basis of Valuation and Assumptions” of the draft valuation report is fair and reasonable.

Conditions

Completion is conditional on the following conditions:

• (a) the Purchaser having completed its due diligence (including without limitation, legal, financial and commercial aspects) in respect of Top Power and its subsidiaries and the results of which are, in the absolute opinion of the Purchaser, satisfactory and acceptable to the Purchaser in all respects;

• (b) the Purchaser having obtained a legal opinion issued by a lawyer (acceptable to the Purchaser) qualified to practice PRC laws (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) in respect of the due establishment of Beijing Gas and legality of the business being carried by Beijing Gas and other issues relating to Beijing Gas which the Purchaser at its sole discretion considers necessary;

• (c) the Vendor having provided the Purchaser with a written legal opinion (which form and contents are satisfactory and acceptable to the Purchaser at its absolute discretion) by a British Virgin Islands law firm (acceptable to the Purchaser) confirming the due incorporation of Top Power and a certificate of good standing of Top Power;

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LETTER FROM THE BOARD

• (d) the Purchaser having received a report issued by a valuer appointed by the Purchaser confirming that the fair market value of 100% equity interest in Beijing Gas as at the date of appraisal is reasonably stated by the amount of not less than HK$190,000,000;

• (e) all necessary consents, permits and approval (whether governmental, regulatory or otherwise) as may be required in respect of this Agreement and the transactions contemplated hereunder having been obtained by the Purchaser; and

• (f) the Shareholders Deed duly executed by the Other Shareholder.

The Purchaser may at any time by notice in writing to the Vendor waive any of the above conditions (other than condition (e) above). However, the Purchaser currently has no intention to do so.

If the conditions set out above are not fulfilled or so waived on or before 5:00 p.m. on 31 July 2003 or such later date as the Purchaser may agree in writing, the Agreement will cease and determine and the parties to the Agreement shall not have any obligations and liabilities thereunder save for any antecedent breaches of the terms of the Agreement and all monies (including the Deposit) paid by the Purchaser to the Vendor thereunder shall be repaid to the Purchaser in full without any deduction forthwith.

As at the Latest Practicable Date, Top Power has three existing directors, two of which were nominated by the Vendor. Upon Completion, the Vendor shall cause resignations of such two directors and cause appointment of such persons as the Purchaser may nominate to hold seats representing not less than two-thirds of all directors of Top Power with effect from the Completion Date.

Shareholders Deed

The Vendor shall deliver or procure the delivery to the Purchaser the Shareholders Deed duly executed by the Other Shareholder of Top Power, which and its ultimate beneficial owners are not connected persons as defined under the Listing Rules, in which the Purchaser shall be granted the pre-emptive right to purchase from the Other Shareholder its interest in the issued share capital of Top Power and any loan or debt obligations due to it by Top Power in the event that the Other Shareholder intends to sell, transfer, assign or otherwise dispose of any interest in all or any of the issued shares of Top Power owned by it and all or any of the loan or debt obligations due to it by Top Power.

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LETTER FROM THE BOARD

Guarantor

The Guarantor has agreed to guarantee the due and punctual performance and observance by the Vendor of all its obligations under the Agreement.

Completion

Completion will take place on the fifth Business Day after all the conditions set out in the paragraph headed “Conditions” in this circular are satisfied or waived as the case may be, or such other date as the parties may agree.

INFORMATION ON TOP POWER

Top Power is a company incorporated with limited liability in the British Virgin Islands on 8 October 2001. Top Power has been engaged in the business of investment holding. As at the Latest Practicable Date, Top Power is holding 70% equity interest in Beijing Gas and has no other investment.

Based on the unaudited management accounts of Top Power, there is no profit or loss before and after taxation for the 4 months period from 1 January 2003 to 30 April 2003 and the unaudited net liabilities value as at 30 April 2003 was HK$3,720.

INFORMATION ON BEIJING GAS

Beijing Gas is a company established in the PRC on 15 July 1997 and is changed to a sinoforeign equity joint venture on 27 December 2002. Beijing Gas has been engaged in the business of natural gas supply, storage and related services.

Based on the unaudited management accounts of Beijing Gas, the unaudited loss before and after taxation for the year ended 31 December 2002 were both approximately RMB2,272,000 (equivalent to approximately HK$2,143,000). The unaudited net asset value as at 31 December 2002 was approximately RMB3,248,000 (equivalent to approximately HK$3,064,000). The unaudited loss before and after taxation for the year ended 31 December 2001 were both approximately RMB180,000 (equivalent to approximately HK$170,000). The unaudited net asset value as at 31 December 2001 was approximately RMB5,519,000 (equivalent to approximately HK$5,207,000).

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LETTER FROM THE BOARD

REASONS FOR THE ACQUISITION

The Board considers that the Acquisition allows the Company to develop natural gas business in the PRC, in addition to the Group’s existing ceramic tiles business. As confirmed by the Company’s PRC legal adviser, Beijing Gas is the first and the only sino-foreign joint venture (as at the Latest Practicable Date) approved by the PRC government authority for incorporation in Beijing, PRC with a business scope to engage in natural gas business. With the view that the natural gas industry in the PRC is under growth, the Board believes that investment in the natural gas market in the PRC through the Acquisition is an excellent opportunity to bring in high quality and sustainable income for the Group. It is expected that the Acquisition will have a positive impact on the Group’s overall earnings in future. Top Power will be an indirect subsidiary of the Company after the Completion.

The Board considers that the terms of the Agreement are fair and reasonable and it is in the best interests of and the best time for the Company to engage in the Acquisition.

ADDITIONAL INFORMATION

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

Yours faithfully,

For and on behalf of the Board of Dong Fang Gas Holdings Limited Dr. Chan Kwok Keung, Charles Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquires, that to the best of their knowledge and belief, there are no other facts concerning the Group the omission of which would make any statement herein misleading.

2. DIRECTORS’ INTERESTS IN SECURITIES

As at the Latest Practicable Date, the interests or short positions of the Directors or chief executives of the Company in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance) which require notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests or short positions which any such Director or chief executive is taken or deemed to have under such provisions of the Securities and Futures Ordinance) or which are required, pursuant to Sections 352 of Securities and Futures Ordinance, to be entered in the register maintained by the Company under Section 352 of the Securities and Futures Ordinance or which are required, 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 were as follows:

Name of Directors	Nature of interests	Number of Shares
Dr. Chan Kwok Keung, Charles	Personal	2,520,900

Save as disclosed above, none of the Directors or their associates have, as at the Latest Practicable Date, any interests in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance) which require notification to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests or short positions which any such Director or chief executive is taken or deemed to have under such provisions of the Securities and Futures Ordinance) or which are required, pursuant to Sections 352 of Securities and Futures Ordinance, to be entered in the register maintained by the Company under Section 352 of the Securities and Futures Ordinance or which are required, pursuant to the Model Code for Securities Transaction by Directors of Listed Companies contained in the Listing Rules, to be notified to the Company or the Stock Exchange.

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GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, according to the register kept by the Company pursuant to Section 336 of Securities and Futures Ordinance, and so far as is known to the Directors, the Shareholders, other than a Director or chief executive of the Company, who had an interest or short position in the shares and 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 Securities and Futures Ordinance, or who were directly or indirectly interested in 10 per cent. or more of the issued share capital of the Company carrying rights to vote in all circumstances at general meetings of the Company together with the number of Shares in which they were deemed to be interested were:

Name		Number of Shares	Percentage of holding
China	Strategic Holdings Limited	500,000,000	43.06%
China	Strategic (B.V.I.) Limited	500,000,000	43.06%
Great	Joint Profits Limited	500,000,000	43.06%

Note : Great Joint Profits Limited is a wholly owned subsidiary of China Strategic (B.V.I.) Limited, which is in turn a wholly owned subsidiary of China Strategic Holdings Limited. Both China Strategic (B.V.I.) Limited and China Strategic Holdings Limited are deemed to be interested in 500,000,000 Shares in the Company held by Great Joint Profits Limited.

In 1997, an unsecured convertible loan of US$12 million (“Loan”) which is repayable on demand and carries interest at the rate of 9.8% per annum compounded annually for a term of six years was advanced by Simonson International Development Limited (“Simonson”), a whollyowned subsidiary of ING Beijing Investment Company (“ING”), an independent third party, to Companion-China Limited, a wholly-owned subsidiary of the Company. The Loan and the accrued interest thereon, will, at the option of the convertible noteholder, be convertible into fully paid ordinary shares of the Company at a conversion price calculated as 90% of the average closing price of the shares of the Company quoted on the Stock Exchange for the twenty trading days immediately preceding the date of notice under the terms and conditions of the convertible loan deed, details of which are set out in the circulars to the Shareholders dated 13 May 1997 and 20 December 2000.

By an assignment executed on 18 February 2002, Simonson has assigned to Perfect Master Limited (“PML”), a wholly-owned subsidiary of ING, an independent third party, the Loan and all related rights and interest. On the same date, the entire issued share capital of PML and the Loan has been sold to Galaxy Time Limited, a company held by New World Enterprise Holdings Limited. Details of which are set out in the announcement of the Company dated 18 February 2002.

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GENERAL INFORMATION

APPENDIX

4. SERVICE CONTRACT

There is no service contract between the Directors and members of the Group which does not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

5. LITIGATION

• (a) Companion-China Limited (“Companion-China”), a wholly owned subsidiary of the Company, entered into a supply contract with a raw tiles manufacturer in Shenzhen on 17 May 1997. The contract was finally terminated due to the sub-standard raw tiles. On 2 June 1999, legal action was instituted by the manufacturers in the High Court of Hong Kong against Companion-China demanding the payment of outstanding contract sum of approximately HK$2,349,000. On 7 August 1999, Companion-China made a counterclaim against the manufacturer for loss and damages as a result of sub-standard raw tiles.

On 20 December 1999, summary judgement was entered against Companion-China for the payment of outstanding contract sum in the sum of approximately HK$1,860,000 and interests thereon. Companion-China lodged an appeal against such summary judgement and an unconditional leave was granted to Companion-China on 3 March 2000 to defend the action. If final judgement is entered against Companion-China, Companion-China may be obliged to pay the manufacturer a sum of approximately HK$1,860,000 plus interests and costs. As at the Latest Practicable Date, there has been no further progress in respect of such action.

• (b) On 22 January 2002, Companion Finance Limited (“Companion Finance”), a whollyowned subsidiary of the Company, issued a writ against Pang Siu Chung (“Mr. Pang”) and Kwok Mun Nei, Candy and Leung Wai Hon (as guarantors) claiming payment of a sum of HK$322,097.28 and further interest on the sum of HK$300,000 at the daily rate of HK$78.08 from 29 November 2001 to the date of payment, being the unpaid amount due from Mr. Pang to Companion Finance pursuant to a loan agreement dated 16 February 2001 made between Companion Finance and Mr. Pang, plus cost. As at the Latest Practicable Date, there has been no further progress in respect of such action.

• (c) On 3 June 2002, legal action was instituted against Wenzhou Xishan United Ceramics Company Limited (溫州西山聯合陶瓷有限公司) (“Wenzhou Xishan”) and Chongqing Golden Unity Ceramics Co., Ltd. (重慶金聯陶瓷有限公司) (“Chongqing Golden” as guarantor) (both are subsidiaries of the Company) by China Huarong Asset Management Corporation, Hangzhou Office (中國華融資產管理公司杭州辦事處 ) (“China

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GENERAL INFORMATION

APPENDIX

Huarong”) claiming payment of a sum of RMB 12,049,781.03, being the outstanding principal sum and interest of a loan due from Wenzhou Xishan to Industrial and Commercial Bank of China, Wenzhou Branch, Lucheng Sub-branch (中國工商銀行 溫州市分行鹿城支行 ), who has assigned the said loan to China Huarong. On 8 August 2002, the Intermediate People’s Court in the Wenzhou Municipality gave a judgement against Wenzhou Xishan and Chongqing Golden under which a sum of RMB5,000,000.00 plus interests and costs shall be paid to China Huarong. As at the Latest Practicable Date, such amounts have not been paid and no demand for payment has been received by the Group so far. Since accrual has been made in the accounts of the Group in respect of sums claimed, the Directors are of the view that there will not be any material adverse impact on the Group.

Save as the aforesaid, no member of the Group is engaged in any litigation or arbitration of material importance and the Directors are not aware of any litigation or claims of material importance pending or threatened against any member of the Group.

6. MISCELLANEOUS

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the principal place of business is at 9th Floor, Paul Y. Centre, 51 Hung To Road, Kwun Tong, Kowloon, Hong Kong.

• (b) The principal share registrars is Butterfield Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke HM08, Bermuda. The branch share registrars is Standard Registrars Limited at G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (c) The company secretary of the Company is Ms. Ho Sze Nga, Maggie, Solicitor of Hong Kong.

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

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