Emperor Capital Group Ltd. — Proxy Solicitation & Information Statement 2008

Sep 22, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in LUKS GROUP (VIETNAM HOLDINGS) COMPANY LIMITED (the “Company”), you should at once hand this circular to the purchaser or to the bank or stockbroker or other agent through whom the sale 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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LUKS GROUP (VIETNAM HOLDINGS) CO. LTD. 陸氏集團（越南控股）有限公司 [*]

(incorporated in Bermuda with limited liability)

(Stock code: 366)

DISCLOSEABLE TRANSACTION

FORMATION OF JOINT VENTURE FOR REAL ESTATE DEVELOPMENT IN HO CHI MINH CITY, VIETNAM

17 September 2008

* For identification purpose only

CONTENTS

		Page No.
DEFINITIONS...................................................................................................................		1
LETTER FROM THE BOARD.......................................................................................		3
1.	INTRODUCTION...................................................................................................	3
2.	PRINCIPAL TERMS OF THE ECONOMIC AGREEMENT.........................	4
3.	REASONS FOR AND BENEFITS OF THE PROJECT...................................	9
4.	FINANCIAL EFFECT OF THE ECONOMIC AGREEMENT.......................	9
5.	INFORMATION OF THE PARTIES...................................................................	9
6.	ADDITIONAL INFORMATION..........................................................................	9
APPENDIX — GENERAL INFORMATION................................................................		10

– i –

DEFINITIONS

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

“Acquisition Fee” the fee to be paid by the JVC to the Vietnamese Party for compensation and clearance of the entire Land pursuant to the Economic Agreement

• “Bank” a bank operating in Vietnam “Board” the board of Directors of the Company “Charter Capital” the charter capital of the JVC “Company” Luks Group (Vietnam Holdings) Company Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange

• “Construction Permit” the construction permit issued by the relevant Vietnamese government authority(ies) to the JVC for its implementation of the Project

• “Directors” the directors of the Company “Economic Agreement” the agreement dated 27 August 2008 entered into between the Vietnamese Party and the Investor regarding the Project

• “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 PRC “Independent Third Party(ies)” (an) independent third party(ies) not connected with the Directors, chief executive or substantial shareholders of the Company or any of its subsidiaries or their respective associates as defined in the Listing Rules

• “Investor” Luks Realty Investments Limited, a company incorporated with limited liability under the laws of the British Virgin Islands and an indirect wholly-owned subsidiary of the Company

“JVC”	a joint venture company to be formed by the Investor and the
	Vietnamese Party for the Project
“Land”	an area of 192,136 square meters located at Binh Hung Ward,
	Binh Chanh District, Ho Chi Minh City, Vietnam

– 1 –

DEFINITIONS

“Latest Practicable Date”	17 September 2008, being the latest practicable date prior to
	the printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“Model Code”	Model Code for Securities Transactions by Directors of Listed
	Issuers
“Occupants”	the existing occupants on the Land
“Parties”	the Investor and the Vietnamese Party
“Plan”	the master plan of the development of the Project
“Project”	an investment project for investment and construction of a
	residential and commercial area for sale and/or lease on the
	Land within the approval by the People’s Committee of Ho Chi
	Minh City
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong) (as amended from time to time)
“Shares”	the ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vietnam”	the Socialist Republic of Vietnam
“Vietnamese Party”	Trans Asia Viet Corporation, a joint stock company incorporated
	with limited liability under the laws of Vietnam
“VND”	Vietnamese Dong, the lawful currency of Vietnam
“%”	per cent.

In this circular, unless otherwise indicated, the exchange rate of HK$1 = VND2,120.4 has been used, where applicable, for purpose of illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged at such a rate or at any other rates.

– 2 –

LETTER FROM THE BOARD

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LUKS GROUP (VIETNAM HOLDINGS) CO. LTD. 陸氏集團（越南控股）有限公司 [*]

(incorporated in Bermuda with limited liability)

(Stock code: 366)

Executive Directors: Mr. Luk King Tin (Chairman and Chief Executive Officer) Ms. Cheng Cheung Mr. Luk Yan Mr. Luk Fung Mr. Fan Chiu Tat, Martin

Independent Non-executive Directors:

Mr. Liu Li Yuan Mr. Liang Fang Mr. Tam Kan Wing

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business in Hong Kong: 5th Floor, Cheong Wah Factory Building 39-41 Sheung Heung Road Tokwawan, Kowloon Hong Kong

17 September 2008

Company Secretary:

Mr. Fan Chiu Tat, Martin

To: the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

FORMATION OF JOINT VENTURE FOR REAL ESTATE DEVELOPMENT IN HO CHI MINH CITY, VIETNAM

1. INTRODUCTION

By an announcement dated 28 August 2008, the Company announced that on 27 August 2008, the Investor, an indirect wholly-owned subsidiary of the Company, entered into the Economic Agreement with the Vietnamese Party, pursuant to which the parties agreed to form a joint venture company owned as to 75% by the Investor and 25% by the Vietnamese Party to cooperate for the development of the Project on the Land. The total commitment of the Investor in the JVC amounts to VND1,008,000,000,000 (equivalent to HK$475,382,003).

* For identification purpose only

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LETTER FROM THE BOARD

As the commitment of the Investor to the JVC pursuant to the Economic Agreement represents more than 5% but less than 25% of the applicable percentage ratios, the transaction thereunder constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

The purpose of this circular is to provide the Shareholders with further information in relation to the Economic Agreement and other information in compliance with the requirements of the Listing Rules.

2. PRINCIPAL TERMS OF THE ECONOMIC AGREEMENT

Date: 27 August 2008

Parties: the Investor and the Vietnamese Party

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vietnamese Party and its ultimate beneficial owners are Independent Third Parties.

Information of the Land and the Project:

The Land consists of an area of 192,136 square meters located at Binh Hung Ward, Binh Chanh District, Ho Chi Minh City, Vietnam.

The Project for investment and construction of a residential and commercial area (for sale and/ or lease) on the Land has been approved by the People’s Committee of Ho Chi Minh City. Currently, the Project is entirely owned by the Vietnamese Party, which wishes to have a joint venture with the Investor for implementation of the Project. The Economic Agreement sets out in details the rights and obligations of the Parties in the Project, including among the others, the acquisition of the land use rights for the Project and the Acquisition Fee.

Holding Percentage of the Parties in the JVC:

The Vietnamese Party: 25% The Investor: 75%

The JVC will be accounted for as an indirect subsidiary in the accounts of the Company, with the Company owning 75% interest in the JVC through the Investor.

Acquisition Fee:

The Acquisition Fee payable to the Vietnamese Party by the JVC for compensation and clearance of the entire Land shall be in aggregate VND1,344,000,000,000 (equivalent to HK$633,842,671), which is calculated by the rounded up area of 192,000 square meters times the rate of VND7,000,000 per square meter. The Acquisition Fee may be subject to adjustments as set out in the paragraphs headed “Adjustment to the Acquisition Fee”.

The Investor does not have any other commitment to the JVC apart from the Acquisition Fee.

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LETTER FROM THE BOARD

Funding of the Acquisition Fee

The Economic Agreement stipulates that the JVC should have a Charter Capital in the sum of VND1,344,000,000,000 (equivalent to HK$633,842,671), which will be contributed pro rated by (i) the Investor in the sum of VND1,008,000,000,000 (equivalent to HK$475,382,003) and (ii) the Vietnamese Party in the sum of VND336,000,000,000 (equivalent to HK$158,460,668). The Investor and the Vietnamese Party will make their pro rated Charter Capital contribution to the JVC in accordance and in pro rata with the payment schedule of the Acquisition Fee.

The Investor will contribute its portion of the Charter Capital in cash, whilst the Vietnamese Party may contribute its portion of the Charter Capital in cash or if it is in the position to do so, by Land of equivalent value calculated at the same rate of VND7,000,000 per square meter as that agreed for the JVC to acquire the Land. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the Vietnamese Party has commenced the process of obtaining part of the Land before entering into the Economic Agreement with the Company, but as at the Latest Practicable Date the Vietnamese Party has not obtained full title to any part of the Land.

The Charter Capital will be utilized for payment of the entire Acquisition Fee.

The maximum contribution to be made by the Investor to the Acquisition Fee in the sum of VND1,008,000,000,000 (equivalent to HK$475,382,003) will be funded by the working capital of the Group and bank borrowings, which the Directors believe will not have adverse impact on the Group’s financial position.

The Charter Capital of VND1,344,000,000,000 (equivalent to HK$633,842,671) will be deposited in an account in the name of the JVC opened and maintained with the Bank with the respective representative of the Investor and the Vietnamese Party as the sole signatories. The Bank will be given a mandate to release to the Vietnamese Party the said sum in phases as when certain stipulated conditions are fulfilled as set out in the paragraph headed “Payment Schedule of the Acquisition Fee”.

Payment Schedule of the Acquisition Fee

The Acquisition Fee will be paid by the JVC in 4 instalments as follows:

The First Instalment

Within 7 working days after obtaining the investment certificate of the JVC and all necessary approvals as required by the applicable laws from the competent authorities of Vietnam for the establishment of the JVC and its implementation of the Project on the Land, the Investor shall pay to the JVC such amount of its pro rated charter capital contribution which equals to VND460,800,000,000 (equivalent to HK$217,317,487) (“the First Instalment”). With the First Instalment together with the pro rated charter capital contribution of the Vietnamese Party at this stage, the Investor and the Vietnamese Party shall jointly instruct the Bank to release the

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LETTER FROM THE BOARD

compensation and clearance fee to the Vietnamese Party or its nominee at the rate of VND4,000,000 (equivalent to HK$1,886) per meter square for the Vietnamese Party to pay to the relevant Occupants upon receipt and satisfactory verification of the land use right certificates of the Land collected and tendered by the Vietnamese Party.

The Second Instalment

Within 7 working days after the Vietnamese Party has completed the compensation and clearance of a contiguous area of more than 70% of the total area of the Land and provided that the Plan has been approved, the Investor shall pay to the JVC such amount of its pro rated charter capital contribution which equals to VND 115,200,000,000 (equivalent to HK$54,329,372) (“the Second Instalment”). With the Second Instalment together with the pro rated charter capital contribution of the Vietnamese Party at this stage, the Investor and the Vietnamese Party shall jointly instruct the Bank to release the compensation and clearance fee to the Vietnamese Party or its nominee at the rate of VND4,000,000 (equivalent to HK$1,886) per meter square for the Vietnamese Party to pay to the relevant Occupants upon receipt and satisfactory verification of the land use right certificates of the Land collected and tendered by the Vietnamese Party.

The Third Instalment

Within 7 working days after the Vietnamese Party has completed the compensation and clearance of the entire Land, the Investor shall procure that the JVC pays the Vietnamese Party an amount which equals to VND 345,600,000,000 (equivalent to HK$162,988,115) (“the Third Instalment”) provided that the Plan has been approved.

The Fourth Instalment

Within 7 working days after the JVC’s obtainment of the Construction Permit for the Project for the JVC, the JVC shall pay the Vietnamese Party an amount which equals to VND 86,400,000,000 (equivalent to HK$40,747,029) (“the Fourth Instalment”).

In respect of the aforesaid Third and Fourth Instalments, the Investor will firstly pay the said amount to the JVC as its Charter Capital commitment, and thereafter the JVC will pay the Third and Fourth Instalments to the Vietnamese Party in accordance with the aforesaid schedule.

As at the Latest Practicable Date, the Investor has not made any of the above payments.

Adjustment to the Acquisition Fee:

The Acquisition Fee is subject to an adjustment that if the total gross floor area of villas and/or apartments for sale or lease is lower than those as set out in the paragraph headed “Development Parameters”, the Third Instalment and the Fourth Instalment shall be adjusted downwards in proportion: For each square meter that falls below the expected total gross floor area of villa and/or apartments, the aggregate of the Third Instalment and the Fourth Instalment shall be deducted by VND 774,194.

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LETTER FROM THE BOARD

The said rate of VND 774,194 is calculated by the following formula:Aggregate of the Third and the Fourth instalments (Note(i)) ÷ total expected gross floor area for apartments and villas (Note(ii)).

Whereas,

Note (i): aggregate of the Third and the Fourth instalments = VND345,600,000,000 + VND86,400,000,000

= VND 432,000,000,000

Note (ii): total expected gross floor area for apartments and villas

= 478,125 square meters (i.e. 42,500 square metres x 45% site coverage x 25 storeys) + 79,875 square metres (i.e. 35,500 square metres x 75% site coverage x 3 storeys) = 558,000 square meters

The Directors consider that the basis of the above adjustment is fair and reasonable.

The Acquisition Fee was determined after arm’s length negotiations between the Vietnamese Party and the Investor and was determined with reference to similar transactions in Ho Chi Minh City known to the Group.

Project development costs:

The future development costs of the Project will be funded by the JVC in the form of investment loan obtained from third party financiers.

Development Parameters:

The Parties intend to get the approval of the Plan to develop the Project with the following development parameters:

• (1) The total gross floor area for development of apartments:

• not less than 42,500 square meters

• site coverage: not less than 45%

• not less than 25 storeys

• (2) The total gross floor area for development of villa:

• not less than 35,500 square meters

• site coverage: not less than 75%

• not less than 3 storeys

• (3) The total gross floor area for club house facilities and/or public amenities for use by occupiers of the buildings to be constructed on the Land:

• not less than 5,000 square meters

– 7 –

LETTER FROM THE BOARD

Signing of the Joint Venture Agreement and the Charter

The Parties shall execute a joint venture agreement (“the Joint Venture Agreement”) and a charter (“the Charter”) with terms in accordance with the Economic Agreement after the date of the Economic Agreement.

Obtaining Relevant Approvals

The Vietnamese Party shall, among other things:

• (1) procure the obtaining by the JVC of the investment certificate and all necessary approvals as required by the applicable laws from the competent authorities of Vietnam for the establishment of the JVC and its implementation of the Project on the Land;

• (2) procure approvals by competent authorities of Vietnam for the JVC to be the user and owner of the entire Land and the owner of the Project (together with the investment right thereto) with a term of not less than fifty (50) years;

• (3) procure approval of the Plan proposed by the Investor for implementation of the Project on the Land by the relevant authorities in Vietnam to include the development parameters set out in the paragraph headed “Development Parameters”;

• (4) procure, at the request of the Investor, approvals by competent authorities of Vietnam for the capital assignment from the Vietnamese Party of its 25% in the JVC to the Investor and the conversion of the JVC from a joint venture company into a 100% foreign owned company;

• (5) complete compensation and clearance of the entire Land; and

• (6) obtain the Construction Permit from the relevant Vietnamese government authorities.

As at the Latest Practicable Date, none of the aforesaid matters have been completed yet.

Options to Purchase

Subject to the request of the Investor, the Vietnamese Party shall forthwith assign its 25% charter capital contributions of the JVC and equity interest in the JVC to the Investor at the original price of VND 336,000,000,000 (equivalent to HK$158,460,668) and convert the JVC from a joint venture company into an 100% foreign owned company, and the Vietnamese Party shall be solely responsible for the full payment of any applicable tax arising from such assignment, if any.

The Company will comply with all applicable disclosure and/or Shareholders’ approval requirements under the Listing Rules if the option is exercised.

Remedies for Breach:

In addition to any other rights which the Investor may have as provided under the Economic Agreement, in the event that the Vietnamese Party cannot fulfill any or all of its obligations set out in the Economic Agreement including but not limited to complete compensation and clearance of the entire Land within the timeframe set out therein, the Investor shall be entitled to exercise one or more or all of the following: (i) re-negotiating with the Vietnamese Party for settlement of the pending issues, (ii) terminating the Economic Agreement forthwith and if

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LETTER FROM THE BOARD

applicable terminate the Joint Venture Agreement and Charter and dissolve the JVC, and/or (iii) requiring the Vietnamese Party, within 10 days from the date of the Investor’s request, to return all actual amount received by it or its nominees from the Investor and/or the JVC plus interest at a rate of 3% per annum on the VND1,344,000,000,000 (equivalent to HK$633,842,671). The termination of the Economic Agreement shall be without prejudice to any rights which have already accrued to the Investor.

3. REASONS FOR AND BENEFITS OF THE PROJECT

Given the large-scale and fast-pace development and urbanisation now undergoing in Ho Chi Minh City and the prime location of the Land, the Group believes that the Land has huge potentials for re-development into residential and commercial properties, thus having potential to bring in rewarding returns to the Group, and the Project presents an excellent opportunity for the Group to expand its presence in the property development business in Ho Chi Minh City.

The Directors consider that the terms of the Economic Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

4. FINANCIAL EFFECT OF THE ECONOMIC AGREEMENT

The entering into the Economic Agreement by the Investor will not have any immediate material effect on the earnings, assets and liabilities of the Group. It is expected that after the formation of the JVC and when the commitment of the Investor is being satisfied in accordance with the aforesaid schedule, the net current assets of the Group (which by then will include the JVC) will decrease as a result of the fulfillment of the commitment by the Group’s internal cash or banks’ borrowings for the JVC to make long term investment in the Project, whereas there will not be significant impact on the net assets of the Group. Upon the implementation of the Project, the gearing level of the Group may increase as a result of increase in investment loan obtained from third party financiers. And the revenue, earnings and net asset value of the Group will be positively affected by selling and/or leasing the residential and commercial properties developed under the Project.

5. INFORMATION OF THE PARTIES

The Vietnamese Party is a joint stock company incorporated in Vietnam and its principal activities include land development, transportation and trading.

The Investor is an indirect wholly-owned subsidiary of the Company incorporated in the British Virgin Islands and its principal activity is investment holding. The Company is an investment holding company incorporated in Bermuda and the principal activities of the Group include (i) manufacture and sale of cement; and (ii) property investment and development.

6. ADDITIONAL INFORMATION

Your attention is also drawn to the appendix to this circular.

Yours faithfully, By order of the Board

Luks Group (Vietnam Holdings) Company Limited Luk King Tin Chairman

– 9 –

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 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 the omission of which would make any statement herein misleading.

(2) DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive of the Company and their respective associates have the following interests and short positions in the Shares, debentures or underlying Shares of the Company or its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code:

(i) Long positions in the Shares

			Number of shares held,	Number of shares held,		Percentage
			capacity and nature of interest			of the
			Through			Company’s
		Directly	spouse or	Through		issued
		beneficially	minor	controlled		share
Name of Directors	Notes	owned	children	corporation	Total	capital
Luk King Tin	(a)	189,552,399	—	62,684,958	252,237,357	45.60
Cheng Cheung	(b)	19,028,800	—	36,912,027	55,940,827	10.11
Luk Yan	(c)	3,070,800	174,000	—	3,244,800	0.59
Luk Fung		3,129,600	—	—	3,129,600	0.57
Fan Chiu Tat		1,500,000	—	—	1,500,000	0.27
		216,281,599	174,000	99,596,985	316,052,584	57.14

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GENERAL INFORMATION

APPENDIX

(ii) Long positions in shares of an associated corporation

						Percentage
						of the
						associated
		Name of	Relationship	Number	**Capacity **	corporation’s
		associated	with the	of shares	and nature	issued
Name of Directors	Note	corporation	Company	held	of interest	share capital
Luk King Tin	(d)	Vigconic	Company’s	2,462,402	Through	25
and Luk Fung		International	subsidiary		controlled
		(Holdings)			corporation
		Limited
		(“VI”)

Notes:

• (a) Mr Luk King Tin had a beneficial interest in KT (Holdings) Limited, which held 62,684,958 shares of the Company at the Latest Practicable Date.

• (b) Madam Cheng Cheung had a beneficial interest in CC (Holdings) Limited, which held 36,912,027 shares of the Company at the Latest Practicable Date.

• (c) Mr Luk Yan had a family interest, which held 174,000 shares of the Company at the Latest Practicable Date.

• (d) Mr Luk King Tin and Mr Luk Fung had a beneficial interest in Vigonic Biotechnology Company Limited, which held 2,462,402 shares of US$1 each of VI at the Latest Practicable Date.

In addition to the above, certain Directors have non-beneficial personal equity interests in certain subsidiaries held for the benefit of the Company solely for the purpose of complying with the minimum company membership requirements.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief executive nor their respective associates had any interests or short positions in the Shares, debentures or underlying Shares of the Company or its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO and the Model Code.

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GENERAL INFORMATION

APPENDIX

(3) SUBSTANTIAL SHAREHOLDERS’ AND OTEHR PERSON’S INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, in accordance with the register of substantial shareholders kept by the Company under section 336 of the SFO, or to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO and the Listing Rules, the following persons were interested (including short positions) in the Shares or underlying Shares of the Company, or, who is, directly or indirectly, interested in ten per cent or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital:

(i) Long positions in the Shares

			Percentage of
Name of shareholder	Capacity and	Number of	the Company’s
of the Company	nature of interest	ordinary shares held	issued share capital
KT (Holdings) Limited	Directly beneficially owned	62,684,958	11.33%
CC (Holdings) Limited	Directly beneficially owned	36,912,027	6.67%

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company knew of any person (not being a Director or chief executive of the Company) who had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO and the Listing Rules, the following persons were interested (including short positions) in the Shares or underlying Shares of the Company, or, who was, directly or indirectly, interested in ten per cent or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any options in respect of such capital.

(4) DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contract with the Company or any of its subsidiaries which will not expire or is not determinable by the employer within one year without payment of compensation (other than statutory compensation).

(5) LITIGATION

As at the Latest Practicable Date, no member of the Group is 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 against any member of the Group.

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GENERAL INFORMATION

APPENDIX

(6) COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, whether directly or indirectly, with the business of the Company.

(7) MISCELLANEOUS

• (a) The company secretary and the qualified accountant of the Company is Mr. Fan Chiu Tat, Martin, who is a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants.

• (b) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

• (c) The registrar and transfer office of the Company are Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (d) The principal place of business of the Company is located at 5th Floor, Cheong Wah Factory Building, 39-41 Sheung Heung Road, Tokwawan, Kowloon, Hong Kong.

• (e) This circular is prepared in both English and Chinese. The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

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