Esprit Holdings Limited — Proxy Solicitation & Information Statement 2009

Aug 14, 2009

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

If you have sold or transferred all your shares in The Grande Holdings Limited, you should at once hand this circular to the purchaser or transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

MAJOR TRANSACTION PROPOSED DISPOSAL OF PROPERTY

17 August 2009

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
– Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
– Disposal Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
– Information on the Vendor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Information on the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Reason for the transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
– Implication under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
– Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I : PROPERTY VALUATION REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II : GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

The following expressions have the meanings set out below unless the context requires otherwise in this circular:

“Board”	the board of Directors of the Company;
“Company”	The Grande Holdings Limited, a company incorporated in the
	Cayman Islands and continued in Bermuda with limited liability,
	the shares of which are listed on the Main Board of the HKSE;
“Director(s)”	director(s) of the Company (including the non-executive director
	and independent non-executive directors);
“Disposal”	the disposal of the Property by the Vendor;
“Disposal Agreement”	an option agreement dated 15 June 2009 which constitutes a
	binding contract of the Disposal upon acceptance by the Purchaser
	on 25 June 2009;
“Group”	the Company and its subsidiaries;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“HKSE”	The Stock Exchange of Hong Kong Limited;
“Latest Practicable Date”	14 August 2009, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in this
	circular;
“Listing Rules”	Rules Governing the Listing of Securities on the HKSE;
“Property”	the property located at 8 Commonwealth Lane, Singapore 149555
	(Private Lot A2118500);
“Purchaser”	Utraco Pte. Ltd. or its nominee, a company incorporated in
	Singapore with Company Registration Number 197702345Z;
“Sale Consideration”	the total consideration of SGD19,500,000 payable by the
	Purchaser to the Vendor pursuant to the Disposal Agreement;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong;

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DEFINITIONS

“SGD”	Singapore Dollars, being the lawful currency of Singapore;
“Share(s)”	ordinary Share(s) of HK$0.10 each in the share capital of the
	Company;
“Shareholder(s)”	holder(s) of the Shares; and
“Vendor”	Akai Sales Pte. Ltd., a company incorporated in Singapore with
	Company Registration Number 200406430G, a subsidiary of the
	Company.

For the purpose of this circular, the exchange rate of SGD1.00 = HK$5.31 has been used for currency translation. Such exchange rate is for the purposes of illustration only and does not constitute a representation that any amount in SGD or HK$ has been, could have been or may be converted at such or any other rates.

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LETTER FROM THE BOARD

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THE GRANDE HOLDINGS LIMITED 嘉域集團有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 186)

Executive Directors: Christopher W. Ho (Chairman) Adrian C. C. Ma (Managing Director) Christine L. S. Asprey Paul K. F. Law

Non-executive Director: Michael A. B. Binney

Registered Office: 2 Reid Street, Hamilton HM 11, Bermuda

Principal Place of Business: 12th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong

Independent Non-executive Directors: Herbert H. K. Tsoi Martin I. Wright Henry C. S. Chong

17 August 2009

To the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION PROPOSED DISPOSAL OF PROPERTY

INTRODUCTION

The Board announced that on 25 June 2009 the Vendor, a subsidiary of the Company, entered into the Disposal Agreement in respect of the Disposal with the Purchaser pursuant to which the Vendor agreed to sell and the Purchaser agreed to purchase the Property at the Sale Consideration.

DISPOSAL AGREEMENT

Date:

25 June 2009

Parties

Purchaser:

Vendor:

Utraco Pte. Ltd., an independent third party Akai Sales Pte. Ltd., a subsidiary of the Company

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LETTER FROM THE BOARD

Assets to be disposed:

The Property

Sale Consideration:

The Sale Consideration payable under the Disposal Agreement is SGD19,500,000 (equivalent to a p p r o x i m a t e l y H K $ 1 0 3 , 5 4 5 , 0 0 0 ) . T h e S a l e Consideration was arrived at by the parties to the Disposal Agreement with reference to the prevailing market price of the Property.

Terms of payment of the Sale Consideration:

An aggregate amount of SGD1,950,000 has been received by the Vendor as a refundable deposit for the Disposal.

The balance of the Sale Consideration, being SGD17,550,000 shall be paid upon completion of the Disposal. The Purchaser shall be responsible for all the goods and services tax that may be levied on the Sale Consideration.

Completion:

Completion shall take place on the date (the “ Completion Date ”) that is the latest of:

1. 12 weeks from 25 June 2009;

2. four weeks from the date of the JTC Approval (as defined below); and

3. four weeks from the date of receipt by the Purchaser’s lawyers of satisfactory documentary evidence that all the subsisting third parties’ caveats have been discharged from the Property.

In the event that Jurong Town Corporation (“ JTC ”) (which is one of the statutory boards in Singapore providing industrial real estate solutions and services) requires an environmental baseline study (“ EBS ”) and/or decontamination works to be carried out, the Completion Date shall be extended for a further three months if required by the party so directed by JTC to carry out the EBS or decontamination works or for such other period as mutually agreed by the parties to the Disposal Agreement.

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LETTER FROM THE BOARD

If the written consent and/or approval of any of the Relevant Authorities (as defined below) or the JTC Approval have not been obtained or have been refused by JTC and/or any of the Relevant Authorities or any or all the subsisting third parties’ caveats have not been discharged by the expiry of six months from 25 June 2009 or such other period as mutually agreed by the Vendor and the Purchaser through no default or breach on the part of either the Vendor or the Purchaser, then the Disposal Agreement shall be declared null and void in which event the Vendor shall forthwith refund to the Purchaser all monies paid by the Purchaser to the Vendor but without any interest, compensation or deduction whatsoever and neither party shall then have any claim, action or demand against the other whether for costs, damages, compensation or otherwise.

Other major terms and conditions:

Upon signing of the Disposal Agreement, the Vendor and the Purchaser shall make the necessary submissions to obtain JTC’s approvals for the sale and purchase of the Property and for the use of the Property for development of environmental friendly industries (“ JTC Approval ”) within seven days from the date of receipt of the clearances from the Public Utilities Board and the Pollution Control Department in Singapore and such other government or statutory authorities (collectively, the “ Relevant Authorities ”). The Disposal is subject to such other terms and conditions that may be imposed by JTC on the Vendor and the Purchaser, respectively.

The Property is sold subject to (1) satisfactory replies to the requisitions and interpretation plans sent by the Purchaser’s solicitors to the various government departments and local authorities and (2) no notice of acquisition or intended acquisition being served by the relevant government department, statutory board or competent authority on or before completion in respect of the Property or any part thereof, failing either of which will entitle the Purchaser to rescind the Disposal Agreement at the Purchaser’s option by giving notice in writing to the Vendor, where upon the Disposal Agreement shall become null and void. On rescission, all monies paid by the Purchaser shall forthwith be refunded to the Purchaser free of any interest or deductions.

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LETTER FROM THE BOARD

INFORMATION ON THE VENDOR

The Vendor is a company incorporated in Singapore and is principally engaged in the provision of licensing rights to the qualified licensees for the global distribution of the Akai branded consumer electronics products.

INFORMATION ON THE PURCHASER

The Company confirms that, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner, are third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company.

The Purchaser is a company incorporated in Singapore and is principally engaged in foundation works in the construction industry.

REASON FOR THE TRANSACTION

The Group is principally engaged in the manufacture and distribution of consumer electronics products and licensing of trademarks.

The Directors consider that the disposal of the Property represents a good opportunity for the Company to realize its property in Singapore and the Sale Consideration of the Disposal reflects the prevailing market price of the Property. The book value of the Property as at 31 December 2008 was approximately HK$36,000,000. The proceeds obtained from the Disposal will enable the Company to reduce its indebtedness and to improve its working capital for any future opportunities that may arise. The Company intends to use part of the net sales proceeds from the Disposal to repay certain bank borrowings and to release the mortgage relating to the Property and the remaining balance will be used for general working capital.

The Company is expected to realize a gain from the Disposal of approximately HK$64,000,000 excluding the agency fees and other professional fees to be incurred, being the difference between the Sale Consideration and the net book value of the Property as at 31 May 2009.

The Property is currently used as an office of the Group in Singapore. The Group will rent an office in Singapore subsequent to the Disposal.

The Board considers that the terms of the Disposal Agreement, which were arrived at after arm’s length negotiations between the Purchaser and the Vendor, are fair and reasonable and that the Disposal Agreement is in the interests of the Company and its Shareholders as a whole.

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LETTER FROM THE BOARD

IMPLICATION UNDER THE LISTING RULES

The Disposal constitutes a major transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the Shareholders’ approval in accordance with Chapter 14 of the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, shareholders’ approval for a major transaction shall be given by a majority vote at a general meeting of the shareholders of the listed issuer unless all the following conditions are met, in which case written shareholders’ approval may be accepted in lieu of holding a general meeting:

• (1) no shareholder of the listed issuer is required to abstain from voting if the listed issuer were to convene a general meeting for the approval of the transaction; and

• (2) the written shareholders’ approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% in nominal value of the securities giving the right to attend and vote at that general meeting to approve the transaction.

As the Purchaser is an independent third party and no shareholder of the Company has a material interest in the Disposal, no shareholder of the Company is required to abstain from voting if the Company was to convene a special general meeting for the approval of the Disposal. In addition, a written approval for the Disposal in lieu of holding a special general meeting has been obtained by the Company from Barrican Investments Corporation, which is a wholly-owned subsidiary of Airwave Capital Limited. Barrican Investments Corporation owns 321,599,822 Shares in the issued capital of the Company which represent approximately 69.87% of the nominal value of the Shares of the Company as at the date of this circular and which gives the right to such shareholder to attend and vote at the special general meeting for the approval of the Disposal. Accordingly, no special general meeting will be held as all the conditions set out in Rule 14.44 of the Listing Rules have been met by the Company. The Directors recommended the Shareholders to vote in favour of the Disposal in the event that a physical meeting was held as, in the opinion of the Directors, the terms of the proposed Disposal are fair and reasonable and in the interests of the Shareholders as a whole.

FURTHER INFORMATION

The plaintiffs (as defined below) noted the announcement of the Company dated 25 June 2009 and were concerned that a director of the Company has used his legal or beneficial shareholder equity in the Company to cause or procure the Disposal. This led to an application made by the plaintiffs which resulted in an order of the High Court dated 23 July 2009, which requires the Company to give the plaintiffs information and documents in respect of the sale of the Property and at least 14 days advance written notice of the date of completion of the sale of the Property. The Company intends to appeal such order made by the High Court.

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

Yours faithfully, For and on behalf of

The Grande Holdings Limited Christopher W. Ho

Chairman

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PROPERTY VALUATION REPORT

APPENDIX I

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PROPERTY VALUATION REPORT

APPENDIX I

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PROPERTY VALUATION REPORT

APPENDIX I

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PROPERTY VALUATION REPORT

APPENDIX I

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PROPERTY VALUATION REPORT

APPENDIX I

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PROPERTY VALUATION REPORT

APPENDIX I

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PROPERTY VALUATION REPORT

APPENDIX I

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GENERAL INFORMATION

APPENDIX II

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 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.

SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date were as follows:

Number of ordinary shares of HK$0.10 each Authorised: 1,000,000,000 Shares Issued and fully paid: 460,227,320 Shares	HK$ 100,000,000
	46,022,732

DISCLOSURE OF INTERESTS BY DIRECTORS

As at the Latest Practicable Date, the interests of the Directors and chief executives of the Company in the Shares and underlying Shares of the Company or its associated corporations, if any, within the meaning of Part XV of the SFO which were required to be notified to the Company and the HKSE pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO) or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, to be notified to the Company and HKSE were as follows:

Long positions in shares:

		Number of issued
		ordinary shares
		of HK$0.10 each	% of	the issued
Directors	Capacity	in the Company held	share capital
Mr. Christopher W. Ho	Beneficiary of a	321,599,822*		69.87%
(“Mr. Ho”)	discretionary trust
Mr. Adrian C. C. Ma	Beneficial owner	78,000		0.02%

• Mr. Christopher W. Ho is deemed to have interests in these shares as he is one of the beneficiaries of a discretionary trust which owns the entire issued share capital of The Ho Family Trust Limited that owns the entire issued share capital of Airwave Capital Limited, which in turn through its wholly owned subsidiary Barrican Investments Corporation, indirectly owns 321,599,822 ordinary shares in the Company.

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GENERAL INFORMATION

APPENDIX II

SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, the following persons (other than the Directors or chief executives of the Company) had, or was deemed or taken to have interests or short positions in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and HKSE under the provisions of Division 2 and 3 of Part XV of the SFO or, who was directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any option in respect of such capital:

(a) Interest in the Company

		Number of issued
		ordinary shares
Name of substantial		of HK$0.10 each	% of the issued
shareholders	Capacity	in the Company held	share capital
Ms. Rosy L.S. Yu	Interest as	321,599,822*	69.87%
	Mr. Ho’s spouse
Barrican Investments	Beneficial owner	321,599,822**	69.87%
Corporation
Accolade Inc.	Trustee	321,599,822**	69.87%

• Ms. Rosy L.S. Yu is deemed to have interests in these shares by virtue of being the spouse to Mr. Christopher W. Ho.

• ** Accolade Inc. is deemed to have interests in these shares as the trustee to the discretionary trust which owns the entire issued share capital of The Ho Family Trust Limited that owns the entire issued share capital of Airwave Capital Limited, which in turn through its wholly owned subsidiary, Barrican Investments Corporation, indirectly owns 321,599,822 shares in the Company.

(b) Interest in a member of the Group

		Other substantial
Name of the member	Shareholding interest	shareholder and his/her
of the Group	of the Group	shareholding interest
Capetronic Group Ltd	85%	Starcom Pacific Trading Limited, 15%

Save as disclosed above, as at the Latest Practicable Date, none of the Directors knew of any person (other than the Directors or chief executives of the Company) who had, or was deemed or taken to have interests or short positions in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company and HKSE under the provisions of Division 2 and 3 of Part XV of the SFO or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or had any option in respect of such capital.

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GENERAL INFORMATION

APPENDIX II

EFFECT OF THE TRANSACTION TO THE GROUP

The Disposal will not have a material effect on the liability of the Group. However, completion of the Disposal will result in the reduction of the Group’s property investment by around HK$36 million and an increase in the Group’s cash position by around HK$100 million (upon receipt of the cash consideration for the Disposal) and thus reducing the net debt of the Group in the same amount. The estimated gains from the Disposal will result in an increase of the Group’s consolidated earnings by approximately HK$64 million.

INDEBTEDNESS

Borrowings

As at 30 June 2009, the Group had total outstanding borrowings of approximately HK$1,033 million, details of which are as follows:

Bank loans Trust receipt loans Obligations under finance leases Other borrowings Analysed as: Secured Unsecured	HK$ million 289 77 21 646
	1,033
	290 743
	1,033

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GENERAL INFORMATION

APPENDIX II

Pledge of assets

As at 30 June 2009, certain banking and other borrowing facilities available to the Group were secured by assets for which the aggregate carrying values were as follows:

(a) Legal charges over brands and trademarks, bank balances, account receivables and inventories (b) Legal charges over available-for-sale investments (c) Legal charges over investment properties (d) Legal charges over plant and equipments (e) Pledge of freehold buildings outside Hong Kong (f) Pledge of medium-term buildings outside Hong Kong (g) Pledge of marketable securities (h) Pledge of bank deposits

HK$ million 1,005 47 41 38 68 35 231 35

1,500

Debt securities

As at 30 June 2009, the Group had outstanding (i) unsecured and unguaranteed debenture issued by the Company of approximately HK$221 million; and (ii) secured and guaranteed exchangeable bonds issued by a subsidiary of approximately HK$77 million.

Exchange Rate

For the purpose of this indebtedness statement, foreign currency amounts have been translated into Hong Kong dollars at the approximate exchange rates prevailing as at the close of the business on 30 June 2009.

Disclaimers

Save as aforesaid or otherwise disclosed in this circular, and apart from intra-group liabilities, and normal trade and other payables in the ordinary course of business, the Group did not have any outstanding debt securities, liabilities under acceptances, acceptance credits, finance lease or hire purchase commitments, mortgages, charges, loan capital and overdraft or other similar indebtedness as at 30 June 2009. The Directors are not aware of any material change in the indebtedness and contingent liabilities of the Group since 30 June 2009.

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GENERAL INFORMATION

APPENDIX II

TRADING PROSPECTS OF THE GROUP

The core business of the Group is comprised of the branded distribution division and the electronics manufacturing services division. The Disposal will not affect the Group’s core business. The branded distribution division will continue to focus on expanding the global trademark licensing operations while the electronics manufacturing services division will focus on providing high precision engineering contract services to OEM customers.

The Property is for self use and it did not generate any income and/or profit for each of the two years preceding the Disposal Agreement. The Group will utilize the net sale proceeds of the Disposal for reducing its indebtedness and working capital requirements. It is anticipated that the Group will make continuous improvement in its financial results after the Disposal.

SUFFICIENCY OF WORKING CAPITAL

The Directors are of the opinion that, following completion of the Disposal, the Group has sufficient working capital for its present requirements for at least the next 12 months from the date of this circular, in the absence of unforeseeable circumstances.

COMPETING INTERESTS OF DIRECTORS

As at the Latest Practicable Date, none of the Directors or their associates is considered to have interests in a business which competes or is likely to compete, either directly or indirectly, with the businesses of the Group, as defined in the Listing Rules.

DIRECTORS’ EXISTING OR PROPOSED CONTRACTS

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

OTHER ARRANGEMENTS INVOLVING DIRECTORS

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

As at the Latest Practicable Date, none of the Directors has any interest, direct or indirect, of any assets since the date to which the latest published audited accounts of the Company were made up.

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GENERAL INFORMATION

APPENDIX II

MATERIAL CONTRACTS

The following contract, not being contract entered into in the ordinary course of business, has been entered into by members of the Group within the two years preceding the date of this circular and is or may be material:

On 29 June 2007, the Company and its wholly-owned subsidiaries, The Grande (Nominees) Limited (“ GNL ”) and The Grande Limited (“ TGL ”), entered into the Sale and Purchase Agreement with Lafe Corporation Limited (“ LCL ”), formerly known as Lafe Technology Limited. Pursuant to the Sale and Purchase Agreement, GNL and TGL has each agreed to sell, and LCL has agreed to acquire, the entire issued share capital of The Grande Properties Limited (“ GPL ”) and Vigers International Properties Pte Ltd. (“ VIP ”), at an aggregated consideration of approximately HK$418.34 million. The Company has also agreed to guarantee the obligations of GNL and TGL under the Sale and Purchase Agreement.

GPL was a company incorporated in Hong Kong as a special purpose vehicle solely for the ownership and rental of properties in Hong Kong.

VIP was a company incorporated in Singapore as a special purpose vehicle solely for the acquisition, ownership and development of properties in Singapore.

LITIGATION

The liquidators of Akai Holdings Limited (in compulsory liquidation) and sixteen other plaintiffs (the “ plaintiffs ”) have brought an action against twenty defendants (the “ defendants ”) which include, inter alia, the Company, six subsidiaries of the Company and a director of the Company (collectively the “ Company and Others ”). The writ was issued in November 2005 but only served on the defendants in December 2007. A Consolidated Points of Claims (which was amended on 23 February 2009) was served on the defendants in April 2008. It alleged that the defendants had, amongst other things, breached statutory and other duties, and diverted certain assets from the Akai Group and sought various forms of relief from the defendants. The plaintiffs have yet to quantify the amount of damages and other remedies claimed against the defendants. In connection with the plaintiffs’ claims, on 19 November 2008, the plaintiffs sought an injunction restraining the Company and certain other defendants from, amongst other things, removing from Hong Kong, disposing of, dealing with or diminishing the value of any of their assets up to the value of US$500,000,000 or its equivalent currency (a “ freezing order ” application). On 9 February 2009, the Court handed down its judgment. The Court did not make a freezing order against either the Company or any of its subsidiaries. However, it did make an order restraining a director of the Company (the “ Director ”) from using his legal or beneficial shareholder equity in the Company to cause or procure the Company to dispose of its assets other than in the ordinary course of the Company’s business, save where the disposal has been approved by a resolution of the Board as being in the best interest of the Company and the Director has given the plaintiffs at least 14 days’ written notice that the

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GENERAL INFORMATION

APPENDIX II

Board has approved the intended disposal together with particulars of the transaction. The Court also made disclosure orders and consequential orders for further disclosure against the Company and the Director. Pursuant to those orders:

1. The Company must inform the plaintiffs of all its assets of an individual value of US$150,000 or more by way of affidavit or affirmation on such terms as contained in the order.

2. A director or two directors will be cross examined on oath before the Court as to the Company’s assets, not earlier than 21 days subsequent to the disclosure of the Company’s relevant assets information.

3. The Company must further disclose information to the plaintiffs regarding the disposal of the Property announced on 25 June 2009.

4. The Company must give the plaintiffs at least 14 days advance written notice of the date of completion of the sale of the Property.

Subsequent to the balance sheet date, the Company and Others have filed a substantial defense to the claims.

EXPERTS

The following is the qualification of the expert who has been named in this circular or has given opinions or advice which are contained in this circular:

Name Qualification Knight Frank Professional Property Surveyor & Valuer

Knight Frank has given and has not withdrawn its written consent to the issue of the circular with the inclusion herein of its opinion, letter or valuation report (as the case may be) prepared for the purpose of incorporation in this circular, and the references to its name, opinion, letter or valuation report in the form and context in which they respectively appear.

As at the Latest Practicable Date, Knight Frank did 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.

Knight Frank does not have any direct or indirect interests in any assets which have since 31 December 2008 (being the date to which the latest published audited accounts of the Group were made up) been acquired or disposed of by or leased to any members of the Group, or were proposed to be acquired or disposed of by or leased to any members of the Group.

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GENERAL INFORMATION

APPENDIX II

COMPANY SECRETARY

The company secretary of the Company, Mr. Christopher T. O. Chiang, is a member of the Hong Kong Institute of Certified Public Accountants, the CPA Australia and the Association of Chartered Certified Accountants.

REGISTERED OFFICE, HEAD OFFICE AND TRANSFER OFFICE

1. The registered office of the Company is situated at 2 Reid Street, Hamilton HM 11, Bermuda.

2. The head office of the Company is situated at 12th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong.

3. The Company’s branch share registrar and transfer office in Hong Kong is Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours on any weekday (except public holidays) at the office of the Company in Hong Kong at 12th Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong up to and including 2 September 2009:

1. the Company’s memorandum of association and bye-laws;

2. the material contract referred to in the paragraph headed “Material Contracts” in this appendix;

3. the expert consent letter of Knight Frank as referred to in the paragraph headed “Experts” in this appendix;

4. the property valuation report of Knight Frank, the text of which is set out in Appendix I to this circular; and

5. the annual reports of the Group for the two years ended 31 December 2007 and 2008.

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