Greenheart Group Limited — Proxy Solicitation & Information Statement 2006

Aug 15, 2006

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

If you have sold or transferred all your shares in Omnicorp Limited, you should at once hand this circular 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 兩儀控股有限公司[*] (incorporated in Bermuda with limited liability) (Stock Code: 94)

DISCLOSEABLE TRANSACTION: PUT AND CALL OPTION DEED AND DISPOSALS OF SHARES IN TZ LIMITED

* for identification purpose only

14 August 2006

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Option Deed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
The Previous Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Information of the Group and TZ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Reasons for and benefits of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Financial effects of the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Implications of the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

DEFINITIONS

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

• “Announcement” the announcement issued by the Company dated 25 July 2006; “ASX” Australian Stock Exchange Limited; “Best Start” Best Start Services Limited, a company incorporated in the British Virgin Islands and an indirect 96.2% owned subsidiary of the Company;

• “Best Start Call Option” the irrevocable call option granted by Best Start to the Purchaser to require Best Start to sell the Best Start TZ Shares pursuant to the Option Deed;

• “Best Start Put Option” the irrevocable put option granted by the Purchaser to Best Start to require the Purchaser to purchase the Best Start TZ Shares pursuant to the Option Deed;

• “Best Start TZ Shares” 3,000,000 fully paid TZ Shares owned by Best Start; “Board” or “Director” the board of directors of the Company; “connected person” the meaning ascribed to it in the Listing Rules; “Company” Omnicorp Limited, a company incorporated in Bermuda whose shares are listed on The Stock Exchange of Hong Kong Limited;

• “Deposits” the deposits of the purchase price paid by the Purchaser to Best Start for the Best Start TZ Shares in the amount of AUD187,500 (equivalent to approximately HK$1.09 million) and to Up Crown for the Up Crown TZ Shares in the amount of AUD62,500 (equivalent to approximately HK$363,000) upon execution of the Option Deed;

• “Disposed Shares” the 884,840 TZ Shares disposed of by the Group under the Previous Disposals;

• “Group” the Company and its subsidiaries; “Latest Practicable Date” 10 August 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

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

1

DEFINITIONS

“Options”	Best Start Call Option, Best Start Put Option, Up Crown Call
	Option and Up Crown Put Option;
“Option Deed”	a put and call option deed between Best Start, Up Crown and the
	Purchaser dated 21 July 2006;
“Option Share(s)”	Best Start TZ Shares and Up Crown TZ Shares;
“Previous Disposals”	the previous disposals of TZ Shares by the Group on the ASX
	during the period from February to June 2006;
“Purchaser”	Mr. Frank Hudson, a third party independent of the Company and
	its connected persons;
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong);
“Share(s)”	ordinary shares in the issued capital of the Company;
“Shareholders”	shareholders of the Company;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Transactions”	the Previous Disposals and the entering into of the Option Deed;
“TZ”	TZ Limited, a company incorporated in Australia whose shares
	are listed on the ASX;
“TZ Share(s)”	ordinary shares in the issued capital of TZ;
“Up Crown”	Up Crown International Limited, a company incorporated in the
	British Virgin Islands and an indirect 96.2% owned subsidiary of
	the Company;
“Up Crown Call Option”	the irrevocable call option granted by Up Crown to the Purchaser
	to require Up Crown to sell the Up Crown TZ Shares pursuant to
	the Option Deed;
“Up Crown Put Option”	the irrevocable put option granted by the Purchaser to Up Crown
	to require the Purchaser to purchase the Up Crown TZ Shares
	pursuant to the Option Deed;
“Up Crown TZ Shares”	1,000,000 fully paid TZ Shares owned by Up Crown;

2

DEFINITIONS

“AUD” 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 AUD1 = HK$5.8 has been used for conversion.

3

LETTER FROM THE BOARD

OMNICORP LIMITED 兩儀控股有限公司[*]

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

Executive Directors: Sung Kai Hing, Simon (Vice Chairman) Au Hoi Tsun, Peter (Managing Director and Chief Executive Officer) Hui Tung Wah, Samuel Sung Yan Wai, Petrus

Independent non-executive Directors: Wong Kin Chi (Chairman) Wong Che Keung, Richard Tong Yee Yung, Joseph

Registered office: Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business: Units 1505-7, 15th Floor Shui On Centre 6-8 Harbour Road Wanchai, Hong Kong

14 August 2006

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION: PUT AND CALL OPTION DEED AND DISPOSALS OF SHARES IN TZ LIMITED

INTRODUCTION

Reference is made to the Announcement in which the Board announced that on 21 July 2006, Best Start and Up Crown, both being indirect non-wholly owned subsidiaries of the Company, entered into a put and call option deed with the Purchaser whereby (a) subject to the payment of the Deposits, Best Start and Up Crown agreed to grant to the Purchaser the Best Start Call Option and Up Crown Call Option exercisable during the period from 21 July 2006 to 20 October 2006; and (b) the Purchaser agreed to grant to Best Start and Up Crown the Best Start Put Option and Up Crown Put Option exercisable during the period from 21 October 2006 to 27 October 2006, at the exercise price of AUD0.55 per Option Share.

During the period from February to June 2006, the Group disposed of an aggregate of 884,840 TZ Shares on the ASX at a total consideration of AUD538,534.60 (based on the exchange rates at the relevant time, equivalent to approximately HK$3.04 million).

* for identification purpose only

4

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information of the Previous Disposals and the Option Deed.

THE OPTION DEED

On 21 July 2006, Best Start and Up Crown, both being indirect non-wholly owned subsidiaries of the Company, entered into a put and call option deed with the Purchaser whereby (a) subject to the payment of the Deposits, Best Start and Up Crown agreed to grant to the Purchaser irrevocable call options to require Best Start and Up Crown to sell Best Start TZ Shares and Up Crown TZ Shares during the period from 21 July 2006 to 20 October 2006; and (b) the Purchaser agreed to grant to Best Start and Up Crown irrevocable put options to require the Purchaser to purchase Best Start TZ Shares and Up Crown TZ Shares during the period from 21 October 2006 to 27 October 2006, at the exercise price of AUD0.55 per Option Share. The principal terms of the Option Deed are set out below:

Date : 21 July 2006 Parties : Best Start Up Crown The Purchaser Subject matter of the : Best Start TZ Shares Option Deed Up Crown TZ Shares Exercise Price : AUD0.55 per Option Share Exercise Period of the : From 21 July 2006 to 20 October 2006 Best Start Call Option and Up Crown Call Option Exercise Period of the : From 21 October 2006 to 27 October 2006 Best Start Put Option and Up Crown Put Option

Upon exercise of the Best Start Call Option or the Best Start Put Option, the Best Start TZ Shares will be transferred to the Purchaser at the total exercise price of AUD1.65 million (equivalent to approximately HK$9.57 million). Upon the exercise of the Up Crown Call Option or the Up Crown Put Option, the Up Crown TZ Shares will be transferred to the Purchaser at the total exercise price of AUD0.55 million (equivalent to approximately HK$3.19 million). The Deposits have been paid by the Purchaser upon execution of the Option Deed and are non-refundable. The balance of the exercise price will be payable by the Purchaser in cash upon completion of the exercise of the Options.

As at the Latest Practicable Date, the Option Shares represented approximately 2.47% of the total issued share capital of TZ.

5

LETTER FROM THE BOARD

The terms of the Option Deed were arrived at after arm’s length negotiations between the parties. The exercise price of the Option Shares represents (a) a premium of approximately 3.77% to the closing price of AUD0.53 per TZ Share as quoted on the ASX as at 21 July 2006; and (b) a premium of approximately 5.77% to the average closing price of the TZ Shares of AUD0.52 per TZ Share as quoted on the ASX for the 5 trading days of the TZ Shares immediately before and including 21 July 2006.

THE PREVIOUS DISPOSALS

The Group disposed of an aggregate of 884,840 TZ Shares on the ASX during the period from February to June 2006 at a total consideration of AUD538,534.60 (based on the exchange rates at the relevant time, equivalent to approximately HK$3.04 million). As the Disposed Shares were sold on the ASX, the Company has no information in respect of the identities of the purchasers of the Disposed Shares. As at the Latest Practicable Date, the Disposed Shares represented approximately 0.55% of the total issued share capital of TZ.

INFORMATION OF THE GROUP AND TZ

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

The principal activities of TZ consist of development and licensing of intellectual property relating to fastening system.

The respective book carrying values of the Option Shares and the Disposed Shares to the Company were approximately HK$13.22 million and HK$2.92 million and respectively represented approximately 2.84% and 0.63% of the total assets of the Company as at 31 December 2005. The net asset value of TZ was approximately AUD42.08 million (equivalent to approximately HK$244.06 million) as at 30 June 2005.

The issued share capital of TZ has increased several times since 1 July 2004. Assuming the total number of 161,751,523 issued TZ Shares as at the Latest Practicable Date were in issue at the relevant time:

• (a) the audited net asset value of TZ as at 30 June 2005 and the unaudited net asset value of TZ as at 31 December 2005 attributable to the Option Shares and the Disposed Shares was approximately AUD1.27 million (equivalent to approximately HK$7.37 million) and AUD1.35 million (equivalent to approximately HK$7.83 million) respectively;

6

LETTER FROM THE BOARD

• (b) the audited net profit/(loss) of TZ attributable to the Option Shares and the Disposed Shares for each of the two financial years ended 30 June 2005 was set out below:

	For the financial year ended	For the financial year ended	For the financial year	ended
	30 June 2004		30 June 2005
	AUD	HK$	AUD	HK$
Profit/(loss)	(55,000)	(319,000)	130,000	754,000
before taxation
and extraordinary
items
Profit/(loss) after	(55,000)	(319,000)	123,000	713,000
taxation and
extraordinary
items

• (c) the unaudited net profit of TZ attributable to the Option Shares and the Disposed Shares for the six months ended 31 December 2005 was set out below:

	For the six months ended	For the six months ended
	31 December 2005
	AUD	HK$
Profit before taxation	56,000	325,000
and extraordinary items
Profit after taxation	49,000	284,000
and extraordinary items

REASONS FOR AND BENEFITS OF THE TRANSACTIONS

The Disposed Shares and the Option Shares were recorded in the accounts of the Company as listed investment. The Group sold the Disposed Shares to capture the opportunities to realise its investment in TZ in light of the prevailing market conditions at that time. As the exercise price of the Option Shares represents a premium over the closing price of the TZ Shares as at the date of the Option Deed and the average closing price of the TZ Shares for the 5 trading days immediately before the date of the Option Deed as quoted on the ASX, the Directors consider that the Option Deed represents a good opportunity to the Group to dispose of a significant volume of TZ Shares held by the Group at the same time at a price higher than the prevailing trading price. Furthermore, the disposals of the Disposed Shares and the Option Shares can enhance the working capital and liquidity position of the Group. The Directors are of the view that the terms of the Option Deed are fair and reasonable and in the interests of the Shareholders as a whole.

7

LETTER FROM THE BOARD

Pursuant to the Option Deed, the total exercise price of the Option Shares was approximately HK$12.76 million. As at 31 December 2005, based on the then market value of the Option Shares, the carrying value of the Option Shares to the Group was approximately HK$13.22 million. Based on such carrying value of the Option Shares, the Company will suffer an aggregate loss, after deduction of commissions of AUD49,500 (equivalent to approximately HK$287,000) representing 3% of the exercise price of the Best Start TZ Shares and AUD16,500 (equivalent to approximately HK$96,000) representing 3% of the exercise price of the Up Crown TZ Shares but before other expenses, of approximately HK$842,000 upon exercise of the Options pursuant to the Option Deed.

The total consideration received by the Group from the Previous Disposals was approximately HK$3.04 million. As at 31 December 2005, based on the then market value of the Disposed Shares, the carrying value of the Disposed Shares to the Group was approximately HK$2.92 million. Based on such carrying value of the Disposed Shares, the Company obtained an aggregate gain of approximately HK$116,000 from the Previous Disposals.

The net proceeds arising from the Previous Disposals and the net proceeds from the exercise of the Options are currently intended to be used by the Group for general working capital purpose.

Assuming the total number of 161,751,523 issued TZ Shares as at the Latest Practicable Date were in issue at the relevant time, after the disposal of the Disposed Shares, the shareholding of the Group in TZ decreased from 5,123,140 TZ Shares to 4,238,300 TZ Shares representing a decrease from approximately 3.17% to approximately 2.62% of the issued capital of TZ. Upon the exercise of the Options, the shareholding of the Group in TZ will further reduce to 238,300 TZ Shares representing approximately 0.15% of the issued capital of TZ.

FINANCIAL EFFECTS OF THE TRANSACTIONS

As disclosed above and based on the carrying value of the Disposed Shares and the Option Shares as at 31 December 2005, the Group has obtained an aggregate gain of approximately HK$116,000 from the Previous Disposals, and upon exercise of the Options pursuant to the Option Deed, an aggregate loss of approximately HK$842,000 (before other expenses) will be incurred by the Group. It is thus expected that the Group will incur a net loss of approximately HK$726,000 from the Previous Disposals and the exercise of the Options. The net loss will result in a decrease of approximately HK$726,000 in the total asset value of the Group. The Previous Disposals and the exercise of the Options are not expected to have any impact on the liabilities of the Group.

No dividend was declared by TZ for its previous two financial years ended 30 June 2005.

As such, the Directors consider that the Transactions will not have a material effect on the financial position of the Group.

8

LETTER FROM THE BOARD

IMPLICATIONS OF THE LISTING RULES

The Previous Disposals alone did not constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. However, the Option Deed constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Previous Disposals and the Option Deed shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As the relevant percentage ratios of the Transactions when aggregated exceed 5% and are below 25%, the Transactions constitute a discloseable transaction pursuant to Chapter 14 of the Listing Rules.

GENERAL

To the best of the information, knowledge and belief of the Directors having made all reasonable enquiry, the Purchaser is a third party independent of the Company and its connected persons.

Your attention is also drawn to the additional information as set out in the appendix to this circular.

By Order of the Board Omnicorp Limited Au Hoi Tsun, Peter Managing Director

9

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. INTERESTS OF DIRECTORS

(a) Interest in Securities

As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company 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 entered in the register referred to therein or are required pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

Long positions

• (i) Directors’ Interests in the Shares

Name of Director Capacity Sung Kai Hing, Simon Corporate_(Note 1) Au Hoi Tsun, Peter Beneficial owner Hui Tung Wah, Samuel Beneficial owner Family interest(Note 2)_	Number of Shares 6,695,850 517,500 280,000 75,000 355,000	Percentage of issued share capital of the Company 4.45% 0.34% 0.19% 0.05%
		0.24%

Notes:

1. Out of these 6,695,850 Shares, 5,674,200 Shares were held by Capitalrise Group Limited (“ Capitalrise ”), a corresponding interest of 80% and 20% of the issued share capital of which was beneficially owned by Mr. Sung Kai Hing, Simon and his spouse respectively. The remaining 1,021,650 Shares were held by Bloominvest Group Limited (“ Bloominvest ”), the entire issued share capital of which was wholly owned by Mr. Sung Kai Hing, Simon.

1. These 75,000 Shares were jointly owned by Mr. Hui Tung Wah, Samuel and his spouse.

10

GENERAL INFORMATION

APPENDIX

(ii) Interest in share options of the Company

The Company adopted a share option scheme at its general meeting held on 22 March 2002. Each option gives the holder the right to subscribe for one Share. Details of the interests of Directors in the share options as at the Latest Practicable Date were as follows:

					Number of
	Number				share options
	of share				as at the
	options				Latest
	as at 1		Exercise	Exercise	Practicable
Name of Director	January 2006	Date of grant	price per Share	period	Date
Sung Kai Hing,	800,000	14/06/2005	HK$0.80	15/06/2005–	800,000
Simon				14/06/2010
Au Hoi Tsun,	540,000	14/07/2003	HK$0.95	15/07/2003–	540,000
Peter				14/07/2008
	300,000	14/06/2005	HK$0.80	15/06/2005–	300,000
				14/06/2010
Hui Tung Wah,	800,000	14/06/2005	HK$0.80	15/06/2005–	800,000
Samuel				14/06/2010
Sung Yan Wai,	240,000	14/07/2003	HK$0.95	15/07/2003–	240,000
Petrus				14/07/2008
	250,000	14/06/2005	HK$0.80	15/06/2005–	250,000
				14/06/2010
Wong Che Keung,	72,000	14/07/2003	HK$0.95	15/07/2003–	72,000
Richard				14/07/2008
	70,000	14/06/2005	HK$0.80	15/06/2005–	70,000
				14/06/2010
Tong Yee Yung,	72,000	14/07/2003	HK$0.95	15/07/2003–	72,000
Joseph				14/07/2008
	70,000	14/06/2005	HK$0.80	15/06/2005–	70,000
				14/06/2010
Wong Kin Chi	70,000	14/06/2005	HK$0.80	15/06/2005–	70,000
				14/06/2010

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GENERAL INFORMATION

APPENDIX

(iii) Interest in share options of associated corporation

Share options were granted by Omnitech Holdings Limited (“Omnitech”) under a share option scheme adopted by Omnitech on 20 May 2004. Each option gives the holder the right to subscribe one share. Details of the interests of Directors in the share options as at the Latest Practicable Date were as follows:

					Number of
					share options
	Number				as at the
	of share		Exercise		Latest
	options as at 1		price per share	Exercise	Practicable
Name of Director	January 2006	Date of grant	in Omnitech	period	Date
Au Hoi Tsun, Peter	200,000	18/05/2005	AUD0.069	18/05/2005–	200,000
				18/05/2008
Sung Yan Wai,	75,000	18/05/2005	AUD0.069	18/05/2005 –	75,000
Petrus				18/05/2008

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 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 Issuers of the Listing Rules to be notified to the Company and the Stock Exchange.

12

GENERAL INFORMATION

APPENDIX

3. INTERESTS OF SUBSTANTIAL SHAREHOLDERS

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) 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:

Long positions

(i) Interest in the Shares

			Percentage of
			issued share
		Number	capital of the
Name of Shareholder	Capacity	of Shares	Company
Planet Adventure Limited	Beneficial owner	9,300,000	6.18%
Huen Wing Ming, Patrick	Corporate_(Note 1)_	9,450,000	6.28%
Huen Ng Sui Fong, Isabel	Family interest_(Note 2)_	9,450,000	6.28%

Notes:

1. Planet Adventure Limited and Patova International Limited were wholly owned by Mr. Huen Wing Ming, Patrick who was deemed to be interested in 9,300,000 Shares and 150,000 Shares held by Planet Adventure Limited and Patova International Limited respectively under the SFO.

2. Mrs. Huen Ng Sui Fong, Isabel is the spouse of Mr. Huen Wing Ming, Patrick and was deemed to be interested in the Shares in which Mr. Huen Wing Ming, Patrick was interested under the SFO.

13

GENERAL INFORMATION

APPENDIX

• (ii) Interest in the shares of the subsidiaries of the Company

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

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

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) 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, 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 and none of the Directors was a director or employee of a company which 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 Divisions 2 and 3 of Part XV of the SFO.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or proposed Directors had a service contract or a proposed 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.

5. MATERIAL LITIGATION

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

6. COMPETING INTEREST

As at the Latest Practicable Date, none of the Directors or their respective associates has any competing interest with the business of the Company.

14

GENERAL INFORMATION

APPENDIX

7. MISCELLANEOUS

• (a) Mr. Leung Man Kwan, Francis, an Australian Chartered Accountant, a fellow member of the Hong Kong Institute of Certified Public Accountants and an associate member of the Institute of Chartered Secretaries and Administrators, is the company secretary of the Company.

• (b) Mr. Tam Wing Yiu, Alex, an associate member of the Hong Kong Institute of Certified Public Accountants, is the qualified accountant of the Company.

• (c) 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 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

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

15