Grand Ocean Advanced Resources Company Limited — Proxy Solicitation & Information Statement 2011

Mar 30, 2011

IMPORTANT

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 DeTeam Company Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

DeTeam Company Limited 弘海有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 65)

PROPOSALS FOR BONUS ISSUE OF SHARES, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

A proxy form for use at the annual general meeting is enclosed with the AGM Notice. Whether or not you are able to attend the meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

A notice convening an annual general meeting of the Company to be held at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong on Wednesday, 3 August 2011 at 3:00 p.m. is set on pages 70 to 72 of the 2010 annual report of the Company.

• For identification purpose only

31 March 2011

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Bonus Issue of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II – EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX III – DETAILS OF RE-ELECTED DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . .	13

i

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company for the year ended 31
	December 2010 to be held at Suite No. 3, 31st Floor, Sino Plaza,
	255-257 Gloucester Road, Hong Kong on 3 August 2011
	(Wednesday), at 3:00 p.m.;
“AGM Notice”	the notice dated 31 March 2011 convening the Annual General
	Meeting;
“Articles of Association”	the articles of association of the Company;
“associates”	shall have the meaning set out in, and be interpreted in accordance
	with, the Listing Rules;
“Board”	the board of Directors;
“Bonus Issue”	the proposed conditional issue of Bonus Shares on the basis of
	one Bonus Share for five existing Shares held on the Record Date
	upon and subject to the terms and conditions set out in this
	circular;
“Bonus Share(s)”	new Share(s) to be allotted and issued pursuant to the Bonus
	Issue;
“Company”	DeTeam Company Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which are
	listed on the Stock Exchange;
“Directors”	directors of the Company for the time being;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Group”	the Company and its subsidiaries from time to time;
“HK$” and “cents”	Hong Kong dollars and cents respectively, the lawful currency of
	Hong Kong;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“Latest Practicable Date”	25 March 2011, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	included therein;

1

DEFINITIONS

“Lucky Team”	Lucky Team International Limited, a company incorporated in the
	British Virgin Islands with limited liability, which is wholly-
	owned by Mr. Mak Shiu Chung, Godfrey, the Co-Chairman and
	an Executive Director of the Company;
“Record Date”	4:30 p.m. on Monday, 26 September 2011, being the record date
	by reference to which entitlements to the final dividend and
	Bonus Issue will be determined;
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	share(s) of HK$0.10 each in the share capital of the Company;
“Shareholder(s)”	(a) holder(s) of Shares;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“substantial shareholder”	shall have the meaning set out in, and be interpreted in accordance
	with, the Listing Rules;
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers;
“Xu Bin”	Mr. Xu Bin, the Co-Chairman and an Executive Director of the
	Company who is beneficially interested in 70,502,400 Shares and
	is deemed interested in 6,000,000 Shares by virtue of being a
	spouse of Ms. Shao Ze Yun; and
“%”	per cent.

2

EXPECTED TIMETABLE

2011

Latest time for lodging forms of proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m. on Monday
for the Annual General Meeting 1 August 2011
Date and time of the Annual General Meeting . . . . . . . . . . . . . . 3:00 p.m. on Wednesday, 3 August 2011
Latest date of trading in Shares cum-entitlements
to the final dividend and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 22 September 2011
First day of dealings in Shares ex-entitlements
to the final dividend and the Bonus Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 23 September 2011
Latest time for lodging transfers of Shares to qualify . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday
for entitlements to the final dividend and the Bonus Issue 26 September 2011
Record Date for determination of entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday
to the final dividend and the Bonus Issue 26 September 2011
Closure of register of members for the determination . . . . . . . . . . . . . . . Tuesday, 27 September 2011 to
of entitlements to the final dividend and the Bonus Issue Tuesday, 4 October 2011
(both days inclusive)
Register of members reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 6 October 2011
Despatch of dividend cheques . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 6 October 2011
Despatch of certificates for the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 14 October 2011
First day of dealings in the Bonus Shares on the Stock Exchange. . . . . . . . . . . Tuesday, 18 October 2011

3

LETTER FROM THE BOARD

DeTeam Company Limited 弘海有限公司[*]

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 65)

Executive Directors:

Mr. Mak Shiu Chung, Godfrey (Co-Chairman) Mr. Xu Bin (Co-Chairman) Mr. Zhang Chao Liang Mr. Wang Hon Chen

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

Mr. Kwok Chi Shing Mr. Tsang Wai Sum Mr. Yu Yang

Principal Place of Business:

Suite No. 3, 31st Floor, Sino Plaza 255-257 Gloucester Road Hong Kong

31 March 2011

To the Shareholders

Dear Sir and Madam,

PROPOSALS FOR BONUS ISSUE OF SHARES, GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

At the Annual General Meeting to be held at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong on 3 August 2011 (Wednesday), at 3:00 p.m., resolutions will be proposed, among other things, to make a Bonus Issue of Shares to those shareholders whose names appear on the register of members of the Company on the Record Date, grant the Directors general mandates to allot and issue new Shares and to repurchase Shares and re-elect retiring Directors.

PROPOSED BONUS ISSUE OF SHARES

The Directors propose to make a Bonus Issue to those Shareholder whose names appear on the register of members of the Company on the Record Date on the basis of one Bonus Share for every five existing issued Shares held. The Bonus Shares credited as fully paid will rank pari passu in all respects with the existing issued Shares except to the extent that the holders of the Bonus Shares will not be

• For identification purpose only

4

LETTER FROM THE BOARD

entitled to participate in the final dividend of HK$0.006 recommended by the Directors for approval by the Shareholders at the Annual General Meeting.

The exact total number of Bonus Shares to be issued under the Bonus Issue is not known as at the date of this circular and will only be capable of determination as at the Record Date. Based on 609,914,880 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are or will be issued or repurchased prior to the Record Date, a total number of 121,982,976 Bonus Shares will be issued pursuant to the Bonus Issue, which represents approximately 20% of the issued share capital of the Company as at the date of this circular and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the Bonus Shares. It is proposed that the Directors be authorised to capitalise the sum of HK$12,198,298 being part of the amount standing to the credit of the share premium account of the Company and apply such sum in paying up in full the Bonus Shares. Factional entitlements to Bonus Shares will not be allotted but will be aggregated and sold for the benefit of the Company.

An ordinary resolution set out as ordinary resolution numbered 5 in the AGM Notice will be proposed at the Annual General Meeting to approve the Bonus Issue.

Conditions of the Bonus Issue

The Bonus Issue will be conditional upon:

• (a) the passing of an ordinary resolution to approve the Bonus Issue set out in the AGM Notice; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Bonus Shares.

Rights of Overseas Shareholders

If at any time before the Record Date, the registered address of any of the Shareholders as shown on the register of members of the Company is in a territory other than Hong Kong, the Directors will, in compliance with Rule 13.36(2) of the Listing Rules, seek legal advice as to whether or not it would be or might be unlawful or impracticable to offer the Bonus Shares in such places. Subject to the legal advice, the Directors will exclude the overseas Shareholders from the Bonus Issue only if they consider that it is necessary or expedient not to offer the Bonus Shares to the overseas Shareholders on account either of the legal restrictions under the laws of the place of his/her registered address or the requirements of the relevant regulatory body or stock exchange in that place and such shares will be aggregated and sold for the benefit of the Company except when proceeds from such share sales amounted to HK$100 or more for any single Shareholder, such proceeds will be distributed to the Shareholders concerned.

Based on the register of members of the Company as at the Latest Practicable Date, there were one Shareholders who are residents in a place outside Hong Kong, and in the PRC. The Directors have, in compliance with Rule 13.36(2)(a) of the Listing Rules, made enquiries regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory bodies or stock exchanges. The Directors have been advised by the relevant legal advisers that there is no restriction on extending the Bonus Issue to such Shareholders in the PRC. Therefore, the allotment of the Bonus Shares will be made to such Shareholders.

5

LETTER FROM THE BOARD

Closure of Register of Members

The register of members of the Company will be closed from 27 September 2011 to 4 October 2011 (both days inclusive) during which no transfer of Shares will be registered. In order to qualify for the final dividend and the Bonus Issue, all Shareholders are required to lodge their duly signed transfers accompanied by the relevant share certificates with the Company’s Hong Kong branch share registrar, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, for registration by no later than 4:30 p.m. on 26 September 2011.

Listing and dealings

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Bonus Shares. The issued Shares are listed and dealt in on the Stock Exchange. No equity or debt securities of the Company are listed or dealt in on any other stock exchange, nor is listing or permission to deal in such securities on any other stock exchange being or proposed to be sought.

Subject to the granting of the listing of, and permission to deal in, the Bonus Shares on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Bonus Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transaction between participants of the Stock Exchange on any trading date is required to take place in CCASS on the second trading date thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Dealings in the Bonus Shares on the Stock Exchange are expected to commence on 18 October 2011.

Reasons for the Bonus Issue

The Directors believe that the Bonus Issue will enhance the liquidity of the Shares in the market and the Bonus Issue will also allow the Shareholders to participate in the business growth of the Company by way of capitalization of a portion of the share premium account.

Fractions of Bonus Shares

The Company will not allot any fractions of the Bonus Shares. Bonus Shares representing fractional entitlement will be aggregated and issued to a nominee to be nominated by the Directors. Such Bonus Shares (if any) will be sold and the net proceeds, after deducting the related expenses therefrom, will be retained by the Company for its own benefits.

6

LETTER FROM THE BOARD

Share certificates

Certificates for the Bonus Shares are expected to be despatched to the qualifying Shareholders by post on or about 14 October 2011 to their respective addresses shown in the register of members on the Record Date or in the case of joint holders to the address of the joint holder whose name stands first in the register of members on the Record Date at their own risk.

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a general mandate to allot, issue and deal with Shares up to a limit equal to 20% of the issued share capital of the Company as at the date of passing of such resolution. Another ordinary resolution will be proposed to increase the limit of this 20% by the amount of any Shares repurchased by the Company up to a maximum of 10% of the issued share capital of the Company at the date of passing of the relevant resolution.

GENERAL MANDATE TO REPURCHASE SHARES

At the Annual General Meeting, an ordinary resolution will also be proposed to grant to the Directors a general mandate to repurchase Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed. Under such mandate, the number of Shares that the Company may repurchase shall not exceed 10% of the share capital of the Company in issue on the date of passing of the resolution.

Explanatory statement

Appendix II to this circular contains the explanatory statement in compliance with the Listing Rules to give all the information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to approve the granting of a mandate to the Directors to exercise the powers of the Company to repurchase its own Shares.

General Information

The AGM Notice is set out in the annual report of the Company which has been despatched to the Shareholders with this circular.

A form of proxy for the Annual General Meeting is enclosed with the annual report of the Company. Whether or not you are able to attend the Annual General Meeting in person, please complete and return the form of proxy in accordance with the instructions printed thereon to the principal office of the Company at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting or any adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting (as the case may be) should you so wish.

7

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

Mr. Mak Shiu Chung, Godfrey, Mr. Wang Hon Chen and Mr. Yu Yang will retire at the Annual General Meeting and such directors, being eligible, will offer themselves for re-election.

Brief biographical details of the above Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix III to this circular.

VOTING BY POLL

In line with the Listing Rules whereby all resolutions at general meeting must be taken by poll, the chairman of the Annual General Meeting will demand for a poll for all resolutions put forward at the Annual General Meeting.

RECOMMENDATION

The Directors consider that the Bonus Issue, the granting of the general mandates to issue Shares and repurchase Shares, and the re-election of Directors, are in the best interests of the Company and the Shareholders and therefore recommend you to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

GENERAL INFORMATION

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

Yours faithfully, Mak Shiu Chung, Godfrey Co-Chairman

8

GENERAL INFORMATION

APPENDIX I

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the issuer. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief:

• (a) the information contained in this circular is accurate and complete in all material respects and not misleading;

• (b) there are no other matters the omission of which would make any statement in this circular misleading; and

• (c) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors, management shareholders or their respective associates had any interest in any business which competes or may compete or had any other conflicts of interests with the business of the Group.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at Suite No. 3, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Hong Kong during normal business hours on any weekday (public holidays excepted) from the date of this circular up to and including the 14th day from the date of this circular.

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

• (ii) the annual reports of the Company for the years ended 31 December 2008, 2009 and 2010;

• (iii) the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

• (iv) a copy of each of the circulars issued pursuant to the requirements set out in Chapters 14 and / 14A of the Listing Rules which has been issued since 31 December 2010, the date of the latest published audited consolidated financial statements of the Group were made up; and

• (v) this circular.

9

EXPLANATORY STATEMENT

APPENDIX II

This is an explanatory statement given to all Shareholders relating to the resolution no. 6B to be proposed at the Annual General Meeting authorising the repurchase mandate.

This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

1. Exercise of the repurchase mandate

The Company’s authority is restricted to purchases made on the Stock Exchange in accordance with the Listing Rules. For your information, on the Latest Practicable Date, there were in issue an aggregate of 609,914,880 Shares. Accordingly, the exercise in full of the repurchase mandate, on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and prior to the date of the Annual General Meeting, would result in up to 60,991,488 Shares being repurchased by the Company. Furthermore, the general mandate covers purchases made only during the period ending on the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held by law or the Articles of Association; and (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

2. Reasons for repurchases

The Directors have no present intention to repurchase any Shares but consider that the mandate will provide the Company the flexibility to make such purchase when appropriate and beneficial to the Company. Such repurchases may enhance the net value of the Company and/or earnings per share.

3. Funding of repurchases

The Company is empowered by the Articles of Association to purchase its Shares. In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands. The Company may not repurchase Shares for a consideration other than cash or for settlement otherwise than in accordance with the listing rules of the Stock Exchange from time to time. Under the laws of the Cayman Islands, the Shares so repurchased will be treated as cancelled and the amount of the Company’s issued capital shall be diminished accordingly, but the aggregate amount of authorised share capital of the Company will not be reduced.

4. General

If the repurchase mandate were exercised in full, there may be a material adverse effect on the working capital requirements or the gearing levels of the Group as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2010. The Directors will consider the financial conditions of the Company prevailing at the time whenever they consider exercising the repurchase mandate and do not propose to exercise the repurchase mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Group at the time of the relevant repurchases unless the Directors determine that such repurchases are, taking into account all relevant factors, in the best interests of the Company.

10

EXPLANATORY STATEMENT

APPENDIX II

5. Share prices

The Company has not repurchased any of its Shares (whether on Main Board or otherwise) in the six months preceding the Latest Practicable Date.

The highest and lowest prices at which Shares have been traded on the Stock Exchange during each of the previous twelve months and up to and including the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2010
March	0.94	1.21
April	1.29	0.79
May	1.52	1.05
June	1.40	1.20
July	1.52	1.21
August	1.30	1.07
September	1.29	1.08
October	1.35	1.16
November	1.22	1.02
December	1.01	0.74
2011
January	0.87	0.76
February	0.80	0.73
March (up to the Latest Practicable Date)	0.83	0.71

6. Directors and connected persons

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective associates, has any present intention, in the event that the grant to the Directors of a repurchase mandate is approved by the Shareholders, to sell any Shares to the Company.

No connected persons (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so in the event that the repurchase mandate is approved by the Shareholders. In accordance with the Listing Rules, the Company is prohibited from knowingly purchase Shares from a connected person and a connected person shall not knowingly sell his Shares to the Company.

7. Undertaking of the Directors

The Directors have undertaken to the Stock Exchange that they will exercise the power of the Company to make purchases pursuant to the repurchase mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands and in accordance with the regulations set out in the Articles of Association.

11

EXPLANATORY STATEMENT

APPENDIX II

TAKEOVER CODE

If as a result of a share repurchase, the proportionate interest in the voting rights of the Company held by a Shareholder increases, such increase will be treated as an acquisition for the purposes of the Takeover Code. Accordingly, a Shareholder or parties acting in concert with such Shareholder could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, Lucky Team and Xu Bin held 83,710,080 Shares and 76,502,400 Shares, representing approximately 13.72% and 12.54% of the issued share capital of the Company respectively, were the substantial shareholders of the Company holding more than 10% of the Shares in issue. If the power to repurchase Shares pursuant to the repurchase mandate is exercised in full, Lucky Team and Xu Bin would be beneficially interested in 15.25% and 13.94% of the issued share capital of the Company, respectively following such repurchase. However, such increase in shareholding of Lucky Team and Xu Bin would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

The Directors do not propose to exercise the repurchase mandate to such extent as to result in the number of Shares which are in the hands of the public falling below the prescribed minimum as required by the Stock Exchange.

12

DETAILS OF RE-ELECTED DIRECTORS

APPENDIX III

MAK SHIU CHUNG, GODFREY

Mr. Mak Shiu Chung, Godfrey, aged 48, was appointed as an executive director, chairman and Cochairman of the Company on 27 January 2006, 15 November 2007 and 10 August 2009, respectively. Mr. Mak has over 20 years of experience in the field of corporate finance, specializing in advisory services for major transactions concerning different sectors. He has participated in various securities and financing activities in Asia. Mr. Mak returned to Hong Kong and joined the Hong Kong Government as an Administrative Officer in 1988. He started his corporate finance career at Morgan Grenfell in 1990. He holds a Bachelor of Science degree in Business Studies from Bradford University School of Management, UK and a Master of Business Administration degree from the University of Wales, UK. Mr. Mak is a Member of the Hong Kong Securities Institute, a Member of The Chartered Institute of Marketing and an Associate of The Institute of Chartered Secretaries and Administrators. Apart from being an executive director and co-chairman of the Company, Mr. Mak does not hold any other positions in the Company or any member of the Group.

Mr. Mak has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles of Association provided that the appointment may be terminated by either party with a written notice of not less than one month unless both parties agree otherwise. Mr. Mak does not have any proposed length of service. Mr. Mak is entitled to a remuneration of HK$150,000 per month plus discretionary bonus for his directorship in the Company. The emolument is determined with reference to the duties, responsibilities and expected time commitment of Mr. Mak to the Company’s affairs.

Save for being an independent non-executive director of Matrix Holdings Limited since 2000 and an executive director of Huafeng Group Holdings Limited (formerly known as Huafeng Textile International Group Limited) from 2003 to 2007, Mr. Mak has not held any directorship in other companies listed on any securities market in Hong Kong or overseas in the past three years.

Other than being interested in 83,710,080 Shares through Lucky Team, which is wholly and beneficially owned by Mr. Mak, Mr. Mak does not have any other interests in the Shares (within the meaning of Part XV of the SFO). Save that Mr. Mak is an executive director and Co-chairman of the Company, Mr. Mak does not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules).

Saved as disclosed herein, there is no other information of Mr. Mak which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders in respect of Mr. Mak’s re-election.

13

DETAILS OF RE-ELECTED DIRECTORS

APPENDIX III

WANG HON CHEN

Mr. Wang Hon Chen, aged 50, was appointed on 1 March 2007 as an executive director of the Company. Mr. Wang is the general manager of the Group and has over 20 years of experience in the production field. Mr. Wang is responsible for overseeing the operations of Changchun Yicheng Packaging Company Limited, including product development, production process and technical and safety management. He is a member of the People’s Congress in Luyuan District, Changchun City, Jilin Province, People’s Republic of China. Apart from being an executive director and the general manager of the Group, Mr. Wang does not hold any other positions in the Company or any member of the Group.

Mr. Wang has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the annual general meetings of the Company pursuant to the Articles of Association provided that the appointment may be terminated by either party with a written notice of not less than one month unless both parties agree otherwise. Mr. Wang does not have any proposed length of service. Mr. Wang is entitled to a remuneration of HK$16,000 and RMB8,393 per month for his directorship in the Company. The emolument is determined with reference to the duties, responsibilities and expected time commitment of Mr. Wang to the Company’s affairs.

Save as disclosed herein, Mr. Wang does not hold any directorship in other public companies listed on the securities of which are securities market in Hong Kong or overseas in the past three years.

Mr. Wang does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO). Save that Mr. Wang is an executive director of the Company and the general manager of the Group, Mr. Wang does not have any other relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules).

Saved as disclosed herein, there is no other information of Mr. Wang which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders in respect of Mr. Wang’s re-election.

YU YANG

Mr. Yu Yang, aged 44, was appointed on 5 September 2007 as an independent non-executive director and a member of the audit committee of the Company. Mr. Yu is currently the Chairman of Nanjing Pesi Shing Technology Company Limited and has over 26 years experience in commodity trading business. He graduated from the University of Nanjang with a bachelor degree in Internation Commerical Business. Apart from being an independent non-executive director and a member of the audit committee of the Company, Mr. Yu does not hold any other positions in the Company or any member of the Group.

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DETAILS OF RE-ELECTED DIRECTORS

APPENDIX III

Mr. Yu has been appointed as an independent non-executive director for an initial fixed term of two years commencing from 5 September 2007. The appointment of Mr. Yu will continue after expiry of the said initial fixed term provided that either the company or Mr. Yu terminate the letter of appointment by giving at least three months’ prior written notice to the other. Mr. Yu is entitled to a remuneration of HK$5,000 per annum for his directorship in the Company. The emolument is determined with reference to the duties, responsibilities and expected time commitment of Mr. Yu to the Company’s affair.

Saved as disclosed herein, Mr. Yu does not hold any directorship in other public companies and the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Yu does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO). Save that Mr. Yu is an independent non-executive director of the Company, Mr. Yu does not have any relationship with other directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company (within the meaning of the Listing Rules).

Saved as disclosed herein, there is no other information of Mr. Yu which is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules and the Board is not aware of any other matters which need to be brought to the attention of the Shareholders in respect of Mr. Yu’s reelection.

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