Greenheart Group Limited — Proxy Solicitation & Information Statement 2004

Aug 10, 2004

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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

OMNICORP LIMITED

(incorporated in Bermuda with limited liability) (Stock Code: 94)

DISCLOSEABLE TRANSACTION:

ASSIGNMENT OF DEBT AND

SUBSCRIPTION OF OMNITECH CONSOLIDATED SHARES

10 August 2004

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Deed of Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Omnitech’s Share Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Changes in Shareholding Structure of Omnitech . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information of the Group, Omnitech and VFJ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Reasons for the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

DEFINITIONS

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

• “Announcement”

an announcement of the Company dated 26 July 2004 in relation to, inter alia, the Deed of Assignment;

• “ASX”

The Australian Stock Exchange Limited;

• “Company”

Omnicorp Limited, a company incorporated in Bermuda whose shares are listed on The Stock Exchange of Hong Kong Limited;

• “Consolidation”

• proposed consolidation of every ten Omnitech Shares in the issued and unissued share capital into one Omnitech Consolidated Share to be approved by Omnitech at the special general meeting of Omnitech to be held on 18 August 2004 for approval of such consolidation, the Deed of Assignment and the Omnitech’s Share Offer;

• “Debt”

• the debt in the total amount of HK$16,306,109.79 (equivalent to A$3,017,694.05) due from VFJ to Hai Yang comprising the principal amount of HK$14,363,299.50 and interest accrued thereon up to and including 30 June 2004 of HK$1,942,810.29;

• “Deed of Assignment”

• a conditional deed of assignment between Hai Yang as assignor, Omnitech as assignee and VFJ as debtor in relation to the Debt and Further Interest dated 26 July 2004;

• “Director”

directors of the Company;

• “Further Interest”

• interest accrued on the principal portion of the Debt from and including 1 July 2004 to the completion date of the Deed of Assignment;

• “Group”

Omnicorp and its subsidiaries;

• “Hai Yang”

• Hai Yang Investment Limited, a company incorporated in the British Virgin Islands, being an indirect wholly owned subsidiary of the Company;

• “Latest Practicable Date”

• 5 August 2004, being the latest practicable date prior to the printing of this circular for ascertaining certain information included in this circular;

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DEFINITIONS

• “Listing Rules”

Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

• “Omnitech”

• Omnitech Holdings Limited, a company incorporated in Bermuda whose shares are listed on ASX, being a non-wholly owned subsidiary of Hai Yang and therefore also an indirect non-wholly owned subsidiary of the Company;

• “Omnitech Group” Omnitech and its subsidiaries;

• “Omnitech Consolidated Shares”

• shares of A$0.10 each in the share capital of Omnitech after consolidation;

• “Omnitech’s Share Offer” a public offer of not more than 14,000,000 and not fewer than 12,500,000 Omnitech Consolidated Shares at an offer price of A$0.20 (equivalent to approximately HK$1.08) per Omnitech Consolidated Share to raise A$2,500,000 (equivalent to approximately HK$13,508,750) to A$2,800,000 (equivalent to approximately HK$15,129,800) pursuant to a prospectus issued by Omnitech dated 3 August 2004 with a copy thereof lodged with the Australian Securities & Investment Commission;

• “Omnitech Shares”

• existing shares of A$0.01 each in the share capital of Omnitech;

• “Shareholders”

• shareholders of the Company;

• “VFJ”

• VFJ Technology Holdings Limited, a company incorporated in the British Virgin Islands, being a non-wholly owned subsidiary of Omnitech and therefore also an indirect non-wholly owned subsidiary of the Company;

• “A$” Australian dollars, the lawful currency of Australia;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong; and

• “%” per cent.

Note: For illustration purpose of this circular, save as otherwise stated herein, exchange rate of A$1 = HK$5.4035 has been used for conversion.

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LETTER FROM THE BOARD

OMNICORP LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 94)

Executive Directors Lui Chun Bing, Tommy (Vice Chairman and Managing Director) Au Hoi Tsun, Peter Lee Hoong Seun Sung Yan Wai, Petrus Chim Chun Kwan, Sandy

Non-executive Director Shaw Wen Fei (Chairman)

Independent Non-executive Directors Wong Che Keung, Richard Tong Yee Yung, Joseph

Registered Office Canon’s Court 22 Victoria Street Hamilton HM 12 Bermuda

Principal Place of Business and head office Suites 904-05, 9th Floor Dah Sing Financial Centre 108 Gloucester Road Wanchai, Hong Kong

10 August 2004

To the Shareholders

Dear Sirs

DISCLOSEABLE TRANSACTION: ASSIGNMENT OF DEBT AND SUBSCRIPTION OF OMNITECH CONSOLIDATED SHARES

INTRODUCTION

On 26 July 2004, the Company announced that Hai Yang, an indirect wholly owned subsidiary of the Company, entered into the Deed of Assignment as assignor with Omnitech, an indirect non-wholly owned subsidiary of the Company and a 51.56% directly owned subsidiary of Hai Yang, as assignee and VFJ, a non-wholly owned subsidiary of Omnitech as debtor, on 26 July 2004. As the percentage ratios of the Deed of Assignment exceed 5% and below 25%, the Deed of Assignment constitutes a discloseable transaction pursuant to Rule 14.06(2) of the Listing Rules. The purpose of this circular is to provide you with further information of the Deed of Assignment.

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LETTER FROM THE BOARD

DEED OF ASSIGNMENT

Pursuant to the Deed of Assignment, Hai Yang will assign all its right, title and interest in and to the Debt together with all interest accrued as from 1 July 2004 onwards to Omnitech.

The Debt comprises the principal amount of HK$14,363,299.50 and interest accrued thereon at the rate of 2% per annum over the prime lending rate of Hong Kong up to and including 30 June 2004 of HK$1,942,810.29. Further interest continues to accrue on the principal portion of the Debt as from 1 July 2004 onwards at the rate of 2% per annum over the prime lending rate of Hong Kong. The Debt together with all interest thereon shall be repayable by VFJ within 30 days upon demand.

In consideration of the assignment by Hai Yang pursuant to the Deed of Assignment, Omnitech will (a) issue 15,088,470 Omnitech Consolidated Shares, representing 64.33% of the existing issued share capital of Omnitech and 29.56% (assuming that the minimum of 12,500,000 Omnitech Consolidated Shares are issued under the Omnitech’s Share Offer) and 28.72% (assuming that the maximum of 14,000,000 Omnitech Consolidated Shares are issued under the Omnitech’s Share Offer) of the enlarged issued share capital of Omnitech immediately after completion of the Deed of Assignment and the Omnitech’s Share Offer and (b) pay a cash consideration equivalent to the amount of the Further Interest upon demand by Hai Yang. The amount of further interest accrued from 1 July 2004 to the Latest Practicable Date is HK$98,994.62. Application has been made by Omnitech for quotation of the 15,088,470 Omnitech Consolidated Shares to be issued to Hai Yang on the ASX.

Conditions Precedent:

The completion of the Deed of Assignment is conditional upon the following conditions being fulfilled on or before 31 December 2004 or such later date as Hai Yang and Omnitech may agree in writing:

• (a) a shareholders’ resolution of Omnitech approving the consolidation of every ten Omnitech Shares of A$0.01 each into one Omnitech Consolidated Share of A$0.10;

• (b) a shareholders’ resolution of Omnitech in accordance with the Official Listing Rule 10.1 of ASX approving the assignment pursuant to the Deed of Assignment;

• (c) the passing or obtaining of other necessary resolutions or approvals (if any) by Hai Yang, Omnitech, or the Company;

• (d) the Omnitech Consolidated Shares remaining officially quoted on ASX as at the date of completion of the Deed of Assignment;

• (e) the successful close of Omnitech’s Share Offer.

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LETTER FROM THE BOARD

If any of the above conditions is not fulfilled on or before 5:00 p.m. on 31 December 2004 (Hong Kong time), or such later date as Hai Yang and Omnitech may agree in writing, the Deed of Assignment shall lapse and be of no further effect and none of the parties shall have any claim against or liability or obligation thereunder to the other party (save as any antecedent breaches and Hai Yang’s rights against VFJ). As at the Latest Practicable Date, save and except that there are no other necessary resolutions or approvals as mentioned in condition (c) above, none of the conditions above has been fulfilled.

Consideration:

The consideration payable by Omnitech under the Deed of Assignment was arrived at after arm’s length negotiation. In effect, the Debt will be converted at its face value (calculated at the exchange rate of A$1=HK$5.4035) to 15,088,470 Omnitech Consolidated Shares at the issue price of A$0.20 (equivalent to approximately HK$1.08) per Omnitech Consolidated Share. Omnitech will further pay a cash consideration equivalent to the amount of the Further Interest upon demand after completion.

If the Consolidation took place prior to the issue of the Announcement, the 15,088,470 Omnitech Consolidated Shares, with reference to the closing prices of A$0.180 per Omnitech Consolidated Share on 26 July 2004 and the Latest Practicable Date respectively, would have a total market value of A$2,715,924.60 (equivalent to approximately HK$14,675,498.58).

The issue price of A$0.20 per Omnitech Consolidated Share was determined by reference to the trading price of Omnitech Shares on ASX and is equivalent to the issue price under the Omnitech’s Share Offer. If the Consolidation took place prior to the issue of the Announcement, the issue price of A$0.20 per Omnitech Consolidated Share would represent a premium of approximately 11.11% over the closing price of A$0.180 per Omnitech Consolidated Share on the date of the Announcement and the Latest Practicable Date, a premium of approximately 6.38% over the average closing price of A$0.188 per Omnitech Consolidated Share over the five trading days up to and including the date of the Announcement and a premium of approximately 11.11% over the average closing price of A$0.180 per Omnitech Consolidated Share over the five trading days up to and including the Latest Practicable Date.

The Directors consider that the terms of the Deed of Assignment are fair and reasonable and the Deed of Assignment is in the best interests of the Company and the Shareholders as a whole.

OMNITECH’S SHARE OFFER

Omnitech has offered, subject to its shareholders’ approval, to the public for subscription of not more than 14,000,000 and not fewer than 12,500,000 Omnitech Consolidated Shares to be issued at an issue price of A$0.20 (equivalent to approximately HK$1.08) per Omnitech Consolidated Share simultaneously with the completion of the Deed of Assignment pursuant to a prospectus dated 3 August 2004. The offer will not be underwritten and there will be a condition of minimum subscription by investors of A$2,500,000 (equivalent to 12,500,000 Omnitech Consolidated Shares). The Omnitech’s Share Offer will lapse if such condition cannot be met.

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LETTER FROM THE BOARD

The Omnitech’s Share Offer will not occur if:

• (a) the resolutions of Consolidation, the Deed of Assignment and the issue of 15,088,470 Omnitech Consolidated Shares pursuant to the Deed of Assignment are not approved by shareholders of Omnitech; or

• (b) the Deed of Assignment does not complete by 31 December 2004.

CHANGES IN SHAREHOLDING STRUCTURE OF OMNITECH

Omnitech’s shareholders Hai Yang Non Hai Yang shareholders Total	Existing shareholding structure Number of Omnitech Shares % 120,929,640 51.56 113,633,897 48.44 234,563,537 100.00	Shareholding structure after Consolidation Number of Omnitech Consolidated Shares % 12,092,964 51.56 11,363,390 48.44 23,456,354 100.00	Shareholding structure after completion of the Deed of Assignment and Omnitech’s Share Offer (assuming 12,500,000 Omnitech Consolidated Shares are issued) Number of Omnitech Consolidated Shares % 27,181,434 53.25 23,863,390 46.75 51,044,824 100.00	Shareholding structure after completion of the Deed of Assignment and Omnitech’s Share Offer (assuming 14,000,000 Omnitech Consolidated Shares are issued) Number of Omnitech Consolidated Shares % 27,181,434 51.73 25,363,390 48.27 52,544,824 100.00	Shareholding structure after completion of the Deed of Assignment and Omnitech’s Share Offer (assuming 14,000,000 Omnitech Consolidated Shares are issued) Number of Omnitech Consolidated Shares % 27,181,434 51.73 25,363,390 48.27 52,544,824 100.00
					100.00

Omnitech will continue to be an indirect non-wholly owned subsidiary of the Company after the completion of the Omnitech’s Share Offer.

INFORMATION OF THE GROUP, OMNITECH AND VFJ

The principal activities of the Group consist of manufacturing and sale of electronic components, contactless smart card readers and related products, general trading, property holding and investment holding.

The principal activities of Omnitech Group consist of manufacturing and sale of electronic components, contactless smart card readers and related products.

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LETTER FROM THE BOARD

FINANCIAL INFORMATION

According to the consolidated audited accounts of Omnitech Group, its net profits/(loss) before taxation and extraordinary items was A$(5,325,940) (equivalent to approximately HK$(16,487,191)) for the 14 months period ended 31 December 2002 and A$1,021,473 (equivalent to approximately HK$5,215,829) for the 12 months period ended 31 December 2003 and its net profits/(loss) after taxation and extraordinary items was A$(5,326,893) (equivalent to approximately HK$(16,456,684)) for the 14 months period ended 31 December 2002 and A$1,572,414 (equivalent to approximately HK$7,971,689) for the 12 months period ended 31 December 2003. The consolidated net asset value of Omnitech Group was A$3,926,226 (equivalent to approximately HK$17,225,129) as at 31 December 2002 and A$5,001,350 (equivalent to approximately HK$29,118,092) as at 31 December 2003. The conversion rates of A$ to HK$ used in this paragraph are those applicable at the respective financial year ends.

The Directors consider that the completion of the Deed of Assignment and Omnitech’s Share Offer will not have any significant effect on earnings, assets and liabilities of the Group.

REASON FOR THE TRANSACTIONS

Omnitech’s Share Offer can broaden the share capital base of Omnitech and provide Omnitech with additional funds for the expansion of its manufacturing operation and penetration in China market.

The net proceeds of the Omnitech’s Share Offer are currently intended to be used by the Omnitech Group as to approximately A$1,200,000 (equivalent to approximately HK$6,500,000) for upgrading and purchasing equipment and machinery, A$300,000 to A$350,000 million (equivalent to approximately HK$1,600,000 to HK$1,900,000) for expansion of companies in mainland China and research and development, and the balance as working capital.

As at the Latest Practicable Date, Hai Yang holds 120,929,640 Omnitech Shares (equivalent to 12,092,964 Omnitech Consolidated Shares) representing approximately 51.56% of the total issued share capital of Omnitech. Immediately after completion of both the Deed of Assignment and the Omnitech’s Share Offer, Hai Yang will hold 27,181,434 Omnitech Consolidated Shares representing approximately 53.25% (assuming that 12,500,000 Omnitech Consolidated Shares are issued under the Omnitech’s Share Offer) and 51.73% (assuming that 14,000,000 Omnitech Consolidated Shares are issued under the Omnitech’s Share Offer) of the enlarged issued share capital of Omnitech.

By entering into the Deed of Assignment, Hai Yang can secure that 15,088,470 Omnitech Consolidated Shares will be issued to it upon completion, which will enable the Group to maintain more than 50% shareholding in Omnitech, a major subsidiary of the Company, after the completion of Omnitech’s Share Offer without injecting additional cash for subscription of new shares in Omnitech. This will in effect give a preference on allocation of the new shares to be issued by Omnitech which Hai Yang will not be given by participating in the Omnitech’s Share Offer.

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LETTER FROM THE BOARD

GENERAL

As the percentage ratios of the Deed of Assignment exceed 5% and below 25%, the Deed of Assignment constitutes a discloseable transaction pursuant to Rule 14.06(2) of the Listing Rules.

Omnitech is a 51.56% indirectly owned subsidiary of the Company. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, no Director or substantial shareholder of the Company has any interest in Omnitech, and no connected person of the Company (other than at the level of its subsidiaries) is entitled to exercise, or control the exercise, of 10% or more of the voting power at any general meeting of Omnitech. Hence, Omnitech is not a connected person of the Company.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Omnitech Consolidated Shares.

By order of the Board Shaw Wen Fei Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY

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 contained herein misleading.

2. SHARE CAPITAL

(i) Ordinary Shares

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

Authorised: HK$ 15,000,000,000 shares of HK$0.01 each 150,000,000.00 Issued and fully paid or credited as fully paid: 74,289,768 shares of HK$0.01 each 742,897.68

All of the above shares rank pari passu in all aspects, including all rights as to dividend, voting and interests in capital, among themselves and with all other shares in issue on the date of issue.

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GENERAL INFORMATION

APPENDIX

(ii) Share Options

As at the Latest Practicable Date, there were 2,720,000 outstanding share options entitling holders thereof to subscribe for in aggregate 2,720,000 new shares, representing approximately 3.66% of the existing issued share capital. The share options were granted under the share option scheme which was adopted on 22 March 2002. Each option gives the holder the right to subscribe for one share. Details of these outstanding share options were as follows:

	Exercise price		Number of
Name of	per share	Exercisable	outstanding
option holder	of the Company	period	share options
Shaw Wen Fei	HK$1.14	15/07/2003 – 14/07/2008	600,000
Lui Chun Bing, Tommy	HK$1.14	15/07/2003 – 14/07/2008	600,000
Au Hoi Tsun, Peter	HK$1.14	15/07/2003 – 14/07/2008	450,000
Lee Hoong Seun	HK$1.14	15/07/2003 – 14/07/2008	200,000
Sung Yan Wai, Petrus	HK$1.14	15/07/2003 – 14/07/2008	200,000
Chim Chun Kwan, Sandy	HK$1.14	15/07/2003 – 14/07/2008	200,000
Wong Che Keung, Richard	HK$1.14	15/07/2003 – 14/07/2008	60,000
Tong Yee Yung, Joseph	HK$1.14	15/07/2003 – 14/07/2008	60,000
Employees	HK$1.14	15/07/2003 – 14/07/2008	350,000

3. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such provisions of the SFO) or are required, pursuant to Section 352 of the SFO, to be

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GENERAL INFORMATION

APPENDIX

entered in the register referred to therein or are required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

(i) Directors’ Interests in the issued shares of the Company

			Percentage of
			issued share capital
Name of Director	Capacity	Number of Shares	of the Company
Shaw Wen Fei	Corporate_(Note 1)_	1,064,900	1.43%
Lui Chun Bing, Tommy	Beneficial owner	266,800	0.36%
	Family interest_(Note 2)_	4,000,000	5.38%
		4,266,800	5.74%
Au Hoi Tsun, Peter	Beneficial owner	345,000	0.46%

Notes:

1. These shares were held by Sharp States Investments Inc., the entire issued share capital of which was wholly owned by Mr. Shaw Wen Fei.

2. These shares were held by Expert View Group Limited, a corresponding interest of 66.67% and 33.33% of the issued share capital of which was beneficially owned by Ms. Sum Kin Man and Mr. Lui Tin Shun, wife and son of Mr. Lui Chun Bing, Tommy respectively. Mr. Lui Chun Bing, Tommy was deemed to be interested in the shares of the Company held by Ms. Sum Kin Man and Mr. Lui Tin Shun.

(ii) Interest in share options of the Company

			Percentage of
			issued share capital
Name	Capacity	Number of Shares	of the Company
Shaw Wen Fei	Beneficial owner	600,000	0.81%
Lui Chun Bing, Tommy	Beneficial owner	600,000	0.81%
Au Hoi Tsun, Peter	Beneficial owner	450,000	0.61%
Lee Hoong Seun	Beneficial owner	200,000	0.27%
Sung Yan Wai, Petrus	Beneficial owner	200,000	0.27%
Chim Chun Kwan, Sandy	Beneficial owner	200,000	0.27%
Wong Che Keung, Richard	Beneficial owner	60,000	0.08%
Tong Yee Yung, Joseph	Beneficial owner	60,000	0.08%

Save as disclosed herein, as at the Latest Practicable Date, none of Directors and chief executive of the Company had any interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which are required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he is taken or deemed to have under such

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GENERAL INFORMATION

APPENDIX

provisions of the SFO) or are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein or are required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules to be notified to the Company and the Stock Exchange.

4. SUBSTANTIAL SHAREHOLDERS

(i) Interests in the Company

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or the chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of the Divisions 2 and 3 of Part XV of the SFO:

			Percentage of issued
			share capital of
Name of Shareholder	Capacity	Number of shares	the company
The Grande (Nominees) Limited_(Note 1)_	Beneficial owner	6,573,795	8.85%
The Grande Holdings Limited_(Note 1)_	Corporate	6,573,795	8.85%
Barrican Investments Corporation_(Note 1)_	Corporate	6,573,795	8.85%
The Grande International
Holdings Limited_(Note 1)_	Corporate	6,573,795	8.85%
Ho Wing On, Christopher_(Note 1)_	Corporate	6,573,795	8.85%
Planet Adventure Limited_(Note 2)_	Beneficial owner	6,200,000	8.35%
Huen Wing Ming, Patrick_(Note 2)_	Corporate	6,300,000	8.48%
Huen Ng Sui Fong, Isabel_(Note 3)_	Family interest	6,300,000	8.48%
Sum Kin Man_(Notes 4 and 5)_	Corporate	4,000,000	5.38%
	Family interest	866,800	1.17%
		4,866,800	6.55%
Expert View Group Limited_(Note 5)_	Beneficial owner	4,000,000	5.38%
Lui Tin Shun_(Note 5)_	Corporate	4,000,000	5.38%

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GENERAL INFORMATION

APPENDIX

Notes:

1. The Grande (Nominees) Limited was a wholly owned subsidiary of The Grande Holdings Limited. Barrican Investments Corporation held a controlling interest in the capital of The Grande Holdings Limited and was a wholly owned subsidiary of The Grande International Holdings Limited. The Grande International Holdings Limited was wholly owned by Mr. Ho Wing On, Christopher. The Grande Holdings Limited, Barrican Investments Corporation, The Grande International Holdings Limited and Mr. Ho Wing On, Christopher were deemed to be interested in the shares of the Company held by The Grande (Nominees) Limited.

2. Planet Adventure Limited and Patova International Limited were wholly owned by Mr. Huen Wing Ming, Patrick who was deemed to be interested in 6,200,000 shares and 100,000 shares of the Company held by Planet Adventure Limited and Patova International Limited respectively.

3. Ms. Huen Ng Sui Fong, Isabel is the spouse of Mr. Huen Wing Ming, Patrick and was deemed to be interested in the shares of the Company in which Mr. Huen Wing Ming, Patrick was interested.

4. Ms. Sum Kin Man is the spouse of Mr. Lui Chun Bing, Tommy and was deemed to be interested in the shares of the Company held by Mr. Lui Chun Bing, Tommy.

5. Expert View Group Limited was beneficially owned as to 66.67% and 33.33% by Ms. Sum Kin Man and Mr. Lui Tin Shun, spouse and son of Mr. Lui Chun Bing, Tommy respectively. Each of Ms. Sum Kin Man and Mr. Lui Tin Shun was deemed to be interested in the shares of the Company held by Expert View Group Limited.

(ii) Other interests in other members of the Group

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or the chief executive of the Company) 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:

			Percentage of issued
		Number	share capital
Name of shareholder	Name of company	of shares	of the company
PAMA Group, Inc. in its	VFJ Technology	567,818	21.88%
capacity as the general	Holdings Limited
partner of PAMA Private
Equity Limited Partnership II_(Note)_
Lei Guangyu	Unicom Group Ltd.	37	37%

Note: PAMA Group, Inc. also in its capacities as the general partner of PICA Limited Partnership held 110,587 shares in V.F.J., representing 4.26% of V.F.J.’s issued share capital, and as managing general partner of Dutch Parallel Fund C.V. held 110,587 shares in V.F.J., representing 4.26% of V.F.J.’s issued share capital.

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GENERAL INFORMATION

APPENDIX

Save as disclosed herein, as at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, no persons (other than a Director or the chief executive of the Company) has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of the Divisions 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.

5. SERVICE CONTRACTS

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

6. MATERIAL LITIGATION

As at the Latest Practicable Date, so far as known to the Directors, there is no litigation or claims of material importance pending or threatened against any member of the Group.

7. MISCELLANEOUS

• (a) Mr. Wong Kit Wai, a member of CPA Australia, is the secretary and qualified accountant of the Company.

• (b) The registered office of the Company is at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda. The branch share registrar of the Company in Hong Kong is Tengis Limited at Ground Floor, BEA Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

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

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