DINGYI GROUP INVESTMENT LIMITED — Proxy Solicitation & Information Statement 2008

Apr 14, 2008

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 a 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 Winfair Investment Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 287)

MAJOR TRANSACTION DISPOSAL OF PROPERTY

14th April 2008

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The provisional sale and purchase agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Information of property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Reason for the disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Financial and trading prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Written shareholders’ approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Property valuation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Property valuation report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II — Financial information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix III — Additional information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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

“Announcement”	the announcement published on 6th March 2008 in respect
	of, among other things, the Disposal of Property
“Board”	the board of Directors
“Companies Ordinance”	the Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong)
“Company”	Winfair Investment Company Limited, a company
	incorporated in Hong Kong with limited liability whose
	shares are listed on the main board of the Stock Exchange
“Consideration”	the selling price of HK$75,000,000 for the Property
“Director(s)”	the director(s) of the Company
“Disposal”	the disposal of the Property under the Provisional
	Agreement
“Formal Agreement”	the formal sale and purchase agreement dated 19th
	March 2008 to be entered into between the Vendor and
	the Purchaser in relation to the sale and purchase of the
	Property
“Gearing ratio”	bank borrowings/shareholders’ fund
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Third Party”	independent third party who is not connected person
	(as defined in the Listing Rules) of the Company and is
	independent of and not connected with the Company and
	its connected person (as defined in the Listing Rules)

— 1 —

DEFINITIONS

“Latest Practicable Date”	10th April 2008, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Property”	the whole building erected on the Remaining Portion
	of Section B of New Kowloon Inland Lot No. 2798 and
	Section C of New Kowloon Inland Lot No. 2798 (also
	known as the whole building at Nos. 201 and 203 Castle
	Peak Road, Kowloon)
“Provisional Agreement”	a Provisional Sale and Purchase Agreement dated 5th
	March 2008 entered into between the Vendor and the
	Purchaser in relation to the sale of the Property
“Purchaser”	Winning Target Holdings Limited, an Independent Third
	Party and not a connected person (as defined in the Listing
	Rules) of the Company and is independent of and not
	connected with the Company and its connected person (as
	defined in the Listing Rules)
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Hing Lung Properties Limited, a wholly-owned subsidiary
	of the Company

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LETTER FROM THE BOARD

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WINFAIR INVESTMENT COMPANY LIMITED 永發置業有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 287)

Board of Directors

Registered Office

Executive:

NG See Wah (Chairman) SOO Cho Ling NG Tai Wai

5th Floor, Lee Kiu Building 51 Jordan Road Kowloon

Non-executive:

SO Kwok Leung NG Tai Yin Victor

Independent non-executive:

LOKE Yu alias LOKE Hoi Lam NG Chi Yeung, Simon CHAN Suit Fei, Esther

14th April 2008

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION DISPOSAL OF PROPERTY

INTRODUCTION

By an announcement dated 6th March 2008, the Board announced that on 5th March 2008, Hing Lung Properties Limited, a wholly-owned subsidiary of the Company, entered into the Provisional Sale and Purchase Agreement (the “Provisional Agreement”) with the Purchaser, an Independent Third Party, in relation to the Disposal of the Property at the consideration of HK$75,000,000.

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LETTER FROM THE BOARD

The Disposal constitutes a Major Transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide the Shareholders of the Company with further information on the Disposal and other information in compliance with the requirements of the Listing Rules.

THE PROVISIONAL SALE AND PURCHASE AGREEMENT

Date: 5th March 2008 Purchaser: Winning Target Holdings Limited. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner are Independent Third Parties not connected with the Company and its connected persons (as defined in the Listing Rules). Its principal business activity is providing information technology services. Vendor: Hing Lung Properties Limited, a wholly-owned subsidiary of the Company. Property: The whole building erected on the Remaining Portion of Section B of New Kowloon Inland Lot No. 2798 and Section C of New Kowloon Inland Lot No. 2798 (also known as the whole building at Nos. 201 and 203 Castle Peak Road, Kowloon). Sale and purchase: The Provisional Agreement is a binding contract. The Purchaser is not allowed to nominate or sub-sale the Property to any other parties on or before the completion. Upon the completion, the Property will be sold with vacant possession. Consideration: HK$75,000,000. The Selling price was determined based on the current market price of the properties in the same area after arm’s length negotiation between the Vendor and the Purchaser, an Independent Third Party and by reference to the valuation of the Property of HK$75,000,000 as at 4th March 2008 made by an independent professional property valuer, RHL Appraisal Ltd.

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LETTER FROM THE BOARD

Terms of payment:

• (a) an initial deposit of HK$3,750,000 was paid by the Purchaser to the Vendor upon the signing of the Provisional Agreement;

• (b) a deposit of HK$3,750,000 was paid by the Purchaser to the Vendor upon the signing of the Formal Agreement, i.e. 19th March 2008;

• (c) a deposit of HK$3,750,000 will be paid by the Purchaser to the Vendor on or before 30th June 2008; and

• (d) the balance of the Selling Price of HK$63,750,000 will be paid by the Purchaser on or before completion of the Disposal.

Completion date:

Completion of the sale and purchase shall take place on or before 2nd September 2008.

INFORMATION OF PROPERTY

Land located at the Remaining Portion of Section B of New Kowloon Inland Lot No. 2798 and Section C of New Kowloon Inland Lot No. 2798 (also known as Nos. 201 and 203 Castle Peak Road, Kowloon) were acquired in 1993. In mid-June 2006, the development of the Property was completed. The Property comprises of 20-storey new prime commercial/ residential building with a total gross floor area of approximately 17,506 square feet. The ground floor of the Property is designed for shops, first floor is used as commercial and there are 18 residential flats on upper floors. As the building has been in vacant possession without leasing to any party since the date of completion of its development, no revenue was attributed to the Property. Loss (excluding impairment loss on property under development) attributable to the Property for the years ended 31st March 2006 and 2007 were HK$27,946 and HK$267,661 respectively. An unaudited loss attributable to the Property for the six months ended 30th September 2007 was HK$161,922.

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LETTER FROM THE BOARD

REASON FOR THE DISPOSAL

The principal activities of the Group are property and share investments, property development and securities dealing.

The Directors are of the view that the dispose of the Property is in the interest to the Group. The opportunity of disposal of the Property would allow the Group to redeploy its resources to other investment opportunities that will offer a more attractive return. The Directors (including independent non-executive directors) believe that the terms of the Disposal are on normal commercial terms and are fair and reasonable and in the interest of the Company and its shareholders as a whole.

The audited net book value of the Property as of 31st March 2007 amounting to HK$63,790,864 has been included in “stock of property unit”. The expected gain before and after taxation from the Disposal are approximately HK$10,000,000 and HK$8,350,000 respectively which will be recorded in the accounting year ending 31st March 2009. The expected gain on disposal is calculated by deducting the cost of the Property and other incidental cost regarding the Disposal. The Disposal will result in an increase in the Group’s net assets by the amount of estimated gain of HK$8,350,000. The net proceeds (after deducting taxation) of approximately HK$72,000,000 may be partially used to settle all bank mortgage loan of HK$19,600,000, being an outstanding amount due to the bank as at the Latest Practicable Date, if the Directors are of opinion that the full repayment is in best interest of the Company as a whole at the time of completion of the Disposal. If it is the case, the Group’s total liabilities would be reduced by the amount of bank loan and the gearing ratio would be dropped from 6% (being the gearing ratio as at 30th September 2007) to zero. Significant amount of interest expenses for the Group would be saved. The remaining net proceeds (after deducting loan repayment of HK$19,600,000 and taxation) of approximately HK$52,400,000 would be used as Company’s working capital and for future investment.

FINANCIAL AND TRADING PROSPECTS

The Group will continue to engage in property and share investments, property development and securities dealing.

In view of the general increase in property value in Hong Kong recently, the Group believes that the rental and value of investment properties will increase moderately in the coming years which is in favor in our leasing business. The Group will enhance the quality of the Group’s property portfolio if suitable opportunity arises. The Group will continue to look for good opportunity to diversify its land reserve for development purpose. As the land premium negotiated with the Government is still on high side, no contract has been made with the Government regarding the land held for development. With recent high volatility of share price of listed shares in Hong Kong, the Group shall consistently adopt conservative policy in balancing its exposure to risk and returns for each investment decision.

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LETTER FROM THE BOARD

WRITTEN SHAREHOLDERS’ APPROVAL

The Disposal constitutes a Major Transaction for the Company under Chapter 14 of the Listing Rules and requires shareholders’ approval pursuant to Rule 14.40 of the Listing Rules. Written Approvals have been obtained from a closely allied group of shareholders who together hold 20,219,423 shares, i.e. 50.54% in nominal value of the shares of the Company. The closely allied group of shareholders includes 3 executive directors, namely Mr. Ng See Wah holding 7,941,423 shares (19.85%), Mr. Soo Cho Ling holding 5,008,423 shares (12.52%) and Mr. Ng Tai Wai holding 3,899,077 shares (9.75%), and Rheingold Holdings Limited holding 3,370,500 shares (8.42%). Mr. Ng See Wah is the father of Mr. Ng Tai Wai and Rheingold Holdings Limited is beneficially owned by Mr. Ng See Wah and Mr. Ng Tai Wai. As no shareholder is required to abstain from voting, Written Approvals in lieu of holding a general meeting of the Company to approve the Disposal are accepted under Rule 14.44 of the Listing Rules.

PROPERTY VALUATION

As practicable as possible, the properties are valued at HK$75,000,000 as at 4th March 2008 by RHL Appraisal Ltd, an independent professional property valuer. The valuation report is included in Appendix I to this circular.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information contained in the Appendices to this circular.

Yours faithfully,

For and on behalf of the Board

Winfair Investment Company Limited Ng See Wah

Chairman

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APPENDIX I

PROPERTY VALUATION REPORT

The following is the text of a letter and valuation certificate, prepared for the purpose of incorporation in this circular received from RHL Appraisal Ltd., an independent valuer, in connection with its valuation of the property interest to be disposed by the Group as at 4th March 2008.

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RHL Appraisal Limited Corporate Valuation & Advisory

14th April 2008

The Directors

Winfair Investment Company Limited

5th Floor, Lee Kiu Building 51 Jordan Road Kowloon

Dear Sirs,

Re: Valuation of Nos. 201 and 203 Castle Peak Road, Shamshuipo, Kowloon

INSTRUCTIONS

We refer to your instructions to value the captioned property interest located in Hong Kong which Winfair Investment Company Limited (the “Company”) and its subsidiaries (hereinafter together referred to as the “Group”) propose to dispose. We confirm that we have carried out an inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion on the market value of the property interest as at 4th March 2008 (the “date of valuation”).

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PROPERTY VALUATION REPORT

APPENDIX I

BASIS OF VALUATION

Our valuation of the property interest represent its “Market Value” which we would define as intended to mean “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”.

METHODOLOGY OF VALUATION

In valuing the property interest, the direct comparison approach is adopted where comparison based on prices realize on actual sales of comparable properties are made. Comparable properties of similar size, character and location are analyzed and carefully weighted against all the respective advantages and disadvantages of each property in order to arrive at a fair comparison of market values.

VALUATION ASSUMPTIONS

As the property interest is held under long term Government Leases, we have assumed that the owner has free and uninterrupted rights to use the property interest for the whole of the unexpired term subject to payment of annual ground rent/land use fees, and all outstanding land premium/purchase consideration and any substantial sum of taxes or expenses (if any). We have valued the property interest on an open market basis assuming sale with vacant possession.

Our valuations have been made on the assumption that the Group disposed the property interest on the open market without the benefit of deferred-terms contract, leaseback, joint venture, management agreements or any similar arrangements which would serve to affect the values of such property interest. In addition, no forced sale situation in any manner is assumed in our valuations.

No allowance has been made in our valuations for any charges, mortgages or amounts owing on the property interest nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property interest is free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

VALUATION CONSIDERATIONS

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

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APPENDIX I

PROPERTY VALUATION REPORT

In valuing the property interest in Hong Kong held under the Government Lease expiring before 30th June 1997, we have taken account of the stipulations contained in Annex III of the Joint Declaration of the Government of the United Kingdom and the Government of the People’s Republic of China on the question of Hong Kong that such leases have been extended without premium until 30th June 2047 and that a rent of three per cent of the rateable value is charged per annum from the date of extension.

SOURCE OF INFORMATION

We have relied to a very considerable extent on the information provided by the Group and those obtained from the Land Registries in Hong Kong. Dimensions, measurements and areas included in the valuation certificate is based on information contained in copies of documents provided to us and are therefore only approximations.

Our valuations are totally dependent on the adequacy and accuracy of the information supplied and/or subsequent assumptions made. Should these prove to be incorrect or inadequate, the accuracy of our valuations may be affected.

TITLE INVESTIGATION

We have caused searches to be made at the appropriate Land Registry for the property interest. However, we have not verified ownership of the property interest or to verify the existence of any lease amendments which do not appear on the copies handed to us.

All legal documents supplied by the Group have been used for reference only. No responsibilities regarding legal title to the property interest stated here are assumed in this valuation report.

LIMITING CONDITIONS

We have relied to a considerable extent on information given by the Group, in particular, but not limited to, the sales records, tenure, planning approvals, statutory notices, easements, particulars of occupancy, floor areas and all other relevant matters.

We have not carried out detailed site measurements to verify the correctness of the site area in respect of the property but have assumed that the site areas shown on the documents and official site plan handed to us are correct. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximation. No on-site measurement has been taken.

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APPENDIX I

PROPERTY VALUATION REPORT

We are not instructed to carry out any investigations on site in order to determine the suitability of the ground conditions and the services, nor did we undertake archaeological, ecological or environmental surveys. Our valuation is on the basis that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period.

We have inspected the exterior and where possible, the interior of the property valued; however, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the property is free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

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 factors have 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.

We enclosed herewith our valuation certificate.

Yours faithfully, For and on behalf of RHL Appraisal Ltd. Serena S. W. Lau Keith Siu Leung Hung FHKIS AAPI RPS(GP) BSc MRICS MHKIS RPS(GP) Managing Director Senior Associate Director

Ms. Serena S. W. Lau is a Registered Professional Surveyor with over 16 years’ experience in valuation of properties in Hong Kong, the PRC and the Asia Pacific Region. Ms. Lau is 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.

Mr. Keith Siu Leung Hung is a Registered Professional Surveyor specializes in Hong Kong real estate appraisal. He has 7-year working experience in the Lands Department, familiar with the land administration policies of the Hong Kong Government and valuation of special properties. He also has 4-5 years working experience in private practice specializing in land development projects, valuation and acquisition of different types of properties in Hong Kong.

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PROPERTY VALUATION REPORT

APPENDIX I

VALUATION CERTIFICATE

PROPERTY INTEREST TO BE DISPOSED BY THE GROUP IN HONG KONG

Property

Description and tenure

Market Value Particulars of in existing state as at occupancy 4th March 2008

(HK$)

The property comprises a 18-storey residential tower erected upon a pod iu m / refuge floor above a 2-storey commercial block completed in about 2006.

N o s . 2 01 a n d 2 0 3 Castle Peak Road, Shamshuipo, Kowloon

S e c t i o n C o f N e w in about 2006. Kowloon Inland Lot no. 2798 and The total site area for the The Remaining Portion property is approximately of Section B of 2,269 square feet. New Kowloon Inland Lot No. 2798. As per the approved building plan dated 25th November 2005, the total gross floor area of the property is about 1,626.7085 square metres (17,509.9 square feet).

The property is vacant as of the date of valuation.

75,000,000

(HONG KONG DOLLARS SEVENTY-FIVE MILLION ONLY)

The property include two lots which are both held under Conditions of Sale no. 4103 for a term of 75 years renewable for 24 years commencing on 1st July 1898. In our valuation, we take into account that such leases are extended without premium until 30th June 2047 and that a rent of three percent of the rateable value of the property is charged from the date of extension.

Notes:

• (1) The registered owner of the property is Hing Lung Properties Limited via an assignment dated 25th May 1993 for a consideration of $38,000,000.00(pt.) vide Memorial No. UB5680061.

• (2) Hing Lung Properties Limited is a wholly-owned subsidiary of the Company.

• (3) The property is held by the Group for sale.

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PROPERTY VALUATION REPORT

APPENDIX I

• (4) Occupation Permit No. KN 11/2006(OP) for the subject property dated 16th June 2006.

• (5) The property is subject to the following incumbrance(s):

• Undertaking under Joint Practice Note No. 1 on green innovation building, green feature of balcony vide memorial no. 06042901510018 dated 27th April 2006 (Remarks: From Hing Lung Properties Limited to Buildings Department).

• (6) The property is currently zoned ‘Residential (Group A)’ under Draft Cheung Sha Wan Outline Zoning Plan No. S/K5/30.

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FINANCIAL INFORMATION

APPENDIX II

1. INDEBTEDNESS

As at the Latest Practicable Date, the Group’s investment properties with an aggregate carrying value of approximately HK$60,200,000 were pledged to a bank to secure general banking facilities granted to the Group. As at the Latest Practicable Date, the Group had outstanding secured bank loans of HK$19,600,000, which is repayable as follows:

Within one year Between one to two years Between two to five years Over five years	HK$ 2,800,000 2,800,000 8,400,000 5,600,000
	19,600,000

Save as aforesaid and apart from the inter-group liabilities and guarantees, the Group did not have, as at the Latest Practicable Date, any debt securities issued and outstanding, and authorized or otherwise created but unissued, and term loans, bank overdrafts and liabilities under acceptances or acceptance credits or hire purchase commitments, mortgages, charges, unsecured borrowings and debts, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

After due and careful enquiry and taking into account the internal resources and available banking facilities of the Group, the Directors are of opinion that the Group has sufficient working capital to meet its future operating and project development expenditure, and loan repayment obligations.

3. MATERIAL ADVERSE CHANGE

The Directors are not aware, as at the Latest Practicable Date, of any material adverse change in the financial and trading position of the Group since 31st March 2007, the date to which the latest published audited financial statements of the Company were made up.

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ADDITIONAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF DIRECTOR’S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors of the Company 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 notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which the directors had taken or deemed to have under the provisions of the SFO) or which were recorded in the register required to be kept by the Company under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code of Securities Transactions by the Directors of Listed Companies were as follows:

		Number of shares held	Number of shares held
	Personal	Family	Corporate	Other
	Interests	Interests	Interests	Interests	Total
Executive directors:
Ng See Wah	7,941,423	910,000	3,370,500*	—	12,221,923
Ng Tai Wai	3,899,077	—	3,370,500*	—	7,269,577
Soo Cho Ling	5,008,423	250,000	—	—	5,258,423
Non-executive directors:
So Kwok Leung	5,961,077	—	—	—	5,961,077
Ng Tai Yin Victor	1,886,000	—	—	—	1,886,000
Independent non-executive
directors:
Loke Yu alias
Loke Hoi Lam	—	—	—	—	—
Ng Chi Yeung, Simon	—	—	—	—	—
Chan Suit Fei, Esther	—	—	—	—	—

• 3,370,500 shares attributable to Mr. Ng See Wah and Mr. Ng Tai Wai were held by Rheingold Holdings Limited, a company beneficially owned by Mr. Ng See Wah and Mr. Ng Tai Wai.

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ADDITIONAL INFORMATION

APPENDIX III

Save as disclosed above and other than certain nominee shares in subsidiaries held by the Directors in trust for the Company, none of the Directors or their associates had any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations.

None of the Directors, their spouses or their children under the age of 18 had any right to subscribe for the shares of the Company.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, no person, other than certain Directors of the Company, had notifiable interest or short position in shares or underlying shares of the Company as recorded in the register maintained pursuant to section 336 of the SFO.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Group.

5. DIRECTOR’S INTERESTS IN CONTRACTS

As at the Latest Practicable Date, none of the Directors was interested in any contract or arrangement subsisting which is significant in relation to the business of the Group.

6. DIRECTORS’ AND EXPERTS’ INTERESTS IN GROUP ASSETS

As at the Latest Practicable Date, none of the Directors or the experts (as named in this circular) has any interests in any assets which have been, since the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

7. COMPETING INTEREST

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates (as defined in the Listing Rules) have any interest in a business which competes or is likely to compete with the business of the Group pursuant to Rule 8.10 of the Listing Rules.

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ADDITIONAL INFORMATION

APPENDIX III

8. QUALIFICATION OF EXPERT

The qualification of the expert who has given opinion which is contained in this circular is as follows:

Name

Qualification

RHL Appraisal Ltd

Professional property valuer

As at the Latest Practicable Date, RHL Appraisal Ltd does not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

RHL Appraisal Ltd has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter or report and references to its name in the form and context in which it appears.

9. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and, so far as the Directors are aware, no litigation or claim of material importance is pending or threatened by or against the Company or any of its subsidiaries.

10. MATERIAL CONTRACTS

The following are the material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the Group within the two years preceding the Latest Practicable Date:

• (a) the agreement dated 22nd April 2006, between the Company and Onfill Company Limited, in relation to a discloseable transaction for the disposal of agricultural land in Lot Nos. 13, 14B, 15RP, 16, 17A & 17C in D.D. 128 and Lot No. 2148 in D.D. 129, Lau Fau Shan, Yuen Long, New Territories, Hong Kong for a consideration of HK$10,369,458; and

• (b) the Provisional Agreement and the Formal Agreement.

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ADDITIONAL INFORMATION

APPENDIX III

11. PROCEDURE TO DEMAND A POLL

Pursuant to Article 60 of the Articles of Association of the Company, a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

• (a) the chairman; or

• (b) not less than three members present in person or by proxy and having the right to vote at the meeting; or

• (c) a member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

• (d) a member or members present in person or by proxy holding shares of the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

12. DOCUMENTS FOR INSPECTION

Copies of the following documents are available for inspection at 5/F, Lee Kiu Building, 51 Jordan Road, Kowloon during the normal business hours on any weekday, except public holidays, for a period of 14 days commencing from the date of this circular:

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

• (b) the Agreement dated 22nd April 2006 regarding the disposal of agricultural land;

• (c) the annual reports of the Company for the two years ended 31st March 2006 and 2007;

• (d) the interim report of the Company for the six months ended 30th September 2007;

• (e) the property valuation report and certificate set out in Appendix I to this circular;

• (f) the letter of consent from RHL Appraisal Ltd referred to this Appendix; and

• (g) the provisional sale and purchase agreement.

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ADDITIONAL INFORMATION

APPENDIX III

13. MISCELLANEOUS

• (a) The company secretary and the qualified accountant of the Company is Mimoona Ma. She is a fellow member of the Association of Chartered Certified Accountants and a certified public accountant of the Hong Kong Institute of Certified Public Accountants.

• (b) The share registrar of the Company is Computershare Hong Kong Investor Services Limited of 46/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (c) The English language text of this circular shall prevail over the Chinese language text.

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