hmvod Limited — Proxy Solicitation & Information Statement 2016

Sep 19, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant, or other professional advisers.

If you have sold or transferred all your shares in Trillion Grand Corporate Company Limited (formerly known as Tai Shing International (Holdings) Limited), you should at once hand this circular and the accompanying proxy form 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 transferee.

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

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Trillion Grand Corporate Company Limited 萬泰企業股份有限公司

(Formerly known as Tai Shing International (Holdings) Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

VERY SUBSTANTIAL ACQUISITION

Financial Adviser to the Company

Trinity Corporate Finance Limited

Capitalised terms used in this cover page have the same meanings as those defined in this circular.

A notice convening the extraordinary general meeting of the Company to be held at Tai Chi Room, 38/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 5 October 2016 at 9:00 a.m. is set out on pages 79 to 80 of this circular.

A form of proxy is also enclosed. Whether or not you intend to attend the meeting, you are advised to complete the form of proxy attached to the notice of the EGM in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting should you so wish.

This circular will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for 7 days from the date of its posting and on the website of the Company at http://www.trilliongrand.com. The English version will prevail in case of any inconsistency between the English and Chinese versions of this circular.

19 September 2016

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate companies to which a high investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of the GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on the GEM, there is a risk that securities traded on the GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on the GEM.

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CONTENTS

			Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
APPENDIX I	–	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . .	13
APPENDIX II	–	FINANCIAL INFORMATION OF THE TARGET GROUP . .	23
APPENDIX III	–	UNAUDITED PRO FORMA FINANCIAL INFORMATION
		OF THE ENLARGED GROUP . . . . . . . . . . . . . . . . . . . . . .	56
APPENDIX IV	–	VALUATION REPORT OF THE PROPERTY . . . . . . . . . . . .	68
APPENDIX V	–	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .	72
NOTICE OF EGM		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79

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DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:–

• “Acquisition”

• the conditional acquisition of the Target Group by the Purchaser pursuant to the Sale and Purchase Agreement

• “Board” the board of Directors of the Company

• “Business Days” any day on which banks in Hong Kong are open for normal banking business (excluding Saturdays and any day on which a tropical cyclone warning signal no. 8 or above or a “black” rainstorm warning signal is hoisted in Hong Kong)

• “Cicero” Cicero Capital Limited, a limited liability company incorporated in the British Virgin Islands

• “Company” Trillion Grand Corporate Company Limited (formerly known as Tai Shing International (Holdings) Limited), a company incorporated in the Cayman Islands with limited liability and the Shares are listed on the GEM Board of the Stock Exchange (stock code: 8103)

• “Completion” the completion of the Acquisition

• “Conditions Precedent” the conditions precedent set out in the Sale & Purchase Agreement

• “Cordoba Homes” Cordoba Homes Finance Limited, a limited liability company incorporated in Hong Kong

• “Corporate Documents”

• means, in relation to a corporate, its certificate of incorporation, business registration certificate (if any), statutory books and minute book, the Memorandums & Articles of Association, common seals, company chop, share certificate book, all financial and accounting book, contract, all documents and paper in connection with its affairs and all documents of title to its assets

• “Director(s)” directors of the Company

• “EGM”

• the extraordinary general meeting of the Company to be convened to approve the Acquisition

• “Enlarged Group”

• the Group after Completion

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DEFINITIONS

“Financial Adviser”

• Trinity Corporate Finance Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” The Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” The Hong Kong Special Administrative Region of The People’s Republic of China

• “Independent Property Valuer” Colliers International (Hong Kong) Limited

• “Independent Third Parties” any person independent of and not connected with the Company and its connected persons (as defined in the GEM Listing Rules)

• “ISL” Imagi Services Limited, a wholly-owned subsidiary of Cicero and the legal and beneficial owner of the Property

• “Latest Practicable Date” 12 September 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “Loan”

• the principal amount(s) drawn and for the time being outstanding under the Loan Agreement

• “Loan Agreement”

the loan agreement dated 5 August 2016 in respect of a facility in the principal amount of up to HK$150,000,000 granted by Cordoba Homes to the Company

• “Long Stop Date”

four calendar months after the date of signing of the Sale and Purchase Agreement or such later date to be agreed between the Purchaser and the Vendor in writing

• “Parties”

parties to the Sale and Purchase Agreement

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DEFINITIONS

“Purchaser”	meaning the Company
“Sale and Purchase Agreement”	the sale and purchase agreement dated 8 August 2016
	entered into between the Purchaser and the Vendor in
	relation to the sale and purchase of the Target
“Sale Shares”	the two ordinary shares with no par value legally and
	beneficially owned by the Vendor representing the
	entire issued share capital of Cicero
“SFO”	The Securities and Future Ordinance (Chapter 571 of
	the Laws of Hong Kong)
“Shareholders”	holders of the Shares
“Shares”	ordinary share(s) of par value HK$0.001 each in the
	issued share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Group”	Cicero and ISL
“Vendor”	Sky Field Holdings Limited, a company incorporated in
	the British Virgin Islands and a wholly-owned
	subsidiary of Imagi International Holdings Limited
“%”	per cent

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LETTER FROM THE BOARD

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Trillion Grand Corporate Company Limited 萬泰企業股份有限公司

(Formerly known as Tai Shing International (Holdings) Limited) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

Executive Directors: Mr. Lau Kelly (Chief Executive Officer) Mr. Leung Chung Nam Mr. Tam Kwok Leung

Non-executive Director: Ms. Jim Ka Man

Independent Non-executive Directors: Dr. Wan Ho Yuen, Terence Ms. Yeung Mo Sheung, Ann Mr. Hau Chi Kit

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

Head office and principal place of business in Hong Kong: Room M1B3, 7/F. Kaiser Estate, Phase 3 No.11 Hok Yuen Street Hunghom, Kowloon Hong Kong

19 September 2016

To the Shareholders

Dear Sirs,

VERY SUBSTANTIAL ACQUISITION

INTRODUCTION

In the announcement dated 8 August 2016 and published on the same date, the Company and the Vendor entered into the Sale and Purchase Agreement pursuant to which the Purchaser conditionally agreed to acquire and the Vendor conditionally agreed to sell the Target Group.

As one of the applicable percentage ratios (as defined under the GEM Listing Rules) of the Acquisition exceeds 100%, the Acquisition constitutes a very substantial acquisition of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

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LETTER FROM THE BOARD

To the best of the knowledge of the Directors, as at Latest Practicable Date, no Shareholder has a material interest in the Acquisition and the Sale and Purchase Agreement and therefore no Shareholder is required to abstain from voting at the EGM in respect of ordinary resolutions for approving the Acquisition, the Sale and Purchase Agreement and the transactions contemplated thereunder.

The purpose of this circular is to provide you with (i) further details of the Acquisition, the Sale and Purchase Agreement and the Loan Agreement; (ii) a valuation report on the Property issued by the Independent Property Valuer; (iii) other information as required under the GEM Listing Rules; and (iv) a notice convening the EGM.

MAJOR TERMS OF THE SALE AND PURCHASE AGREEMENT

Set out below are the major terms of the Sale and Purchase Agreement:

1. Date

8 August 2016

2. Parties

Purchaser: the Company Vendor: the Vendor

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are Independent Third Parties.

3. Subject matter

The Purchaser has agreed to acquire and the Vendor, as the legal and registered owner of the Sale Shares, has agreed to sell the Sale Shares.

Subject to the terms and conditions of the Sale and Purchase Agreement and in particular the fulfilment of the Conditions Precedent, the Vendor shall sell as beneficial owner, and the Purchaser or its nominee shall purchase, the Sale Shares, free from all encumbrances or third-party rights of whatsoever nature and with all rights now or hereafter becoming attached thereto (including the right to receive all dividends and distributions declared, made or paid on or after the date of the Sale and Purchase Agreement).

The Target Group includes Cicero and ISL. ISL is a wholly-owned subsidiary of Cicero. The Target Group is currently wholly-owned by the Vendor, a wholly-owned subsidiary of Imagi International Holdings Limited. The Target Group is the legal and beneficial owner of a landed property situated at the 9th Floor, Global Trade Square, No. 21 Wong Chuk Hang Road, Hong Kong, together with 3 car parking spaces at Global Trade Square (together the “ Property ”). The area of the office floor is

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LETTER FROM THE BOARD

approximately 7,906 square feet. The Property shall not be used for any purpose other than for non-industrial (excluding residential, hotel, petrol filling station and godown) purposes. The Property currently is free from any charge, mortgage, lien and encumbrance. The Deed of Mutual Covenant and Management Agreement, mentioned in Independent Property Valuer’s report in Appendix IV, with plans in favor of CBRE Limited does not have any impact on the Property as it only relates to the management of the common areas of the Property and is not a financial obligation. Apart from the Property, the Target Group has no other business activities.

4. Financial information of the Target Group

The financial information of the Target Group, which is prepared in accordance with Hong Kong Financial Reporting Standards has been disclosed in Appendix II – Financial Information of the Target Group.

5. Consideration

The total consideration for the Acquisition is HK$128,000,000 (the “ Consideration ”). According to the provisions of the Sale and Purchase Agreement, the Consideration shall be paid by the Purchaser in cash in accordance with the following schedule: (i) a non-refundable deposit of HK$12,800,000 (the “ Deposit ”) has been paid upon the signing of the Sale and Purchase Agreement; and

• (ii) the remainder of the Consideration will be payable upon Completion.

The Consideration shall be paid by the Purchaser to the Vendor in cash and will be funded by the Loan, details of which are provided under the section headed “Loan Agreement” below.

The Consideration was arrived at after arm’s length negotiation between the Purchaser and the Vendor after taking into account the market price of properties of similar size, character and location.

Based on the final valuation report as appraised by the Independent Property Valuer on a market approach and in the existing state as disclosed in Appendix IV, the valuation of the Property is HK$140,000,000 as at 31 July 2016.

6. Conditions Precedent

The Acquisition shall be subject to and conditional upon the fulfillment and satisfaction, at or prior to the Long Stop Date of each of the following conditions precedent:

• (a) The results of the legal and financial due diligence conducted by the Purchaser over the Target Group, including but not limited to the Property and the affairs, business assets, liabilities, operations, records, financial

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LETTER FROM THE BOARD

position, value of assets, accounts, results, legal and financial structure of the Target Group, being completed to the reasonable satisfaction of the Purchaser;

• (b) the passing of the necessary resolution(s) by the shareholders of the Company in the EGM to approve the Acquisition and the transactions contemplated in or incidental to the Acquisition in accordance with the requirements of the GEM Listing Rules;

• (c) if applicable, the passing of the necessary resolution(s) by the shareholders of Imagi International Holdings Limited in the special general meeting to approve the Acquisition and the transactions contemplated in or incidental to the Acquisition in accordance with the requirements of the Listing Rules; and

• (d) if applicable, the obtaining of all consents from government or regulatory authorities or third parties which are necessary in connection with the execution and performance of the Acquisition and any of the transactions contemplated hereunder.

The Parties shall use their best endeavours to procure the fulfillment of the Conditions Precedent set out in above clauses (a) to (d) at any time on or before 5 p.m. on the Long Stop Date (including without limitation by making all necessary applications as soon as practicable after the signing of the Sale and Purchase Agreement).

The Purchaser may waive the Conditions Precedent set out in the above clause (a) by written notice to the Vendor. Except for clause (a), all the Conditions Precedents are not capable of being waived.

In the event the Conditions Precedent could not be fulfilled before 5 p.m. on the Long Stop Date or the Parties hereto have not reached any agreement in writing to extend the Long Stop Date, then the Acquisition shall be terminated whereupon all rights, obligations and liabilities of the Parties hereto shall cease and determine and none of the Parties shall have any claim against the other save as to any rights on any antecedent breach of the Acquisition and the Vendor shall not be liable to refund to the Purchaser the Deposit and the Deposit shall be forfeited to the Vendor not as penalty but as liquidated damages.

The amount due by ISL to its ultimate holding company, mentioned in Appendix II note 16, shall be waived by the holding company on or before the Completion and the Target Group shall be free of such liability after Completion. The Company has discussed with the Vendor and considered and reviewed relevant information and documents available from the Vendor relating to the information and documents available from the Vendor relating to the contingent liabilities. The Company will perform updated litigation and company searches regarding the Target Company and the Vendor has agreed to provide a written

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LETTER FROM THE BOARD

indemnity to the Company as to the exposure of contingent liabilities in order to satisfy due diligence on the Target Group prior to Completion. Under the proposed deed of indemnity, the Vendor and Imagi International Holdings Limited will jointly and severally, unconditionally and irrevocably covenant and agree with the Purchaser and Cicero that they will indemnify at all times and keep the Purchaser, Cicero and ISL and each of them indemnified and harmless from and against all claims, demands, action, loss, damages, liabilities, costs, expenses, penalties or fines falling on Cicero or ISL resulting from or in connection with the contingent liabilities and commitments set out in Note 24 to the audited consolidated financial statements for the year ended 31 December 2015 in the 2015 annual report of Imagi International Holdings Limited.

7. Completion

Completion shall take place on or before the 5th Business Day after all the Conditions Precedent are being fulfilled. Upon Completion, the Target Group will become wholly-owned by the Company.

LOAN AGREEMENT

Set out below are the principal terms of the Loan Agreement:

Date: 5 August 2016 Borrower: the Company Lender: Cordoba Homes Principal Amount: A facility of an amount up to HK$150,000,000 Interest Rate: 12% per annum Commitment Fee: 1% on the facility (in the sum of HK$1,500,000), payable by the Company upon signing of the Loan Agreement and is non-refundable Maturity Date: one year from the date of draw down of the relevant Loan or such other date as mutually agreed by Cordoba Homes and the Company

The Company may prepay all or any part of the Loan on any Business day prior to the Maturity Date without premium or penalty provided that the Company shall have given to Cordoba Homes prior written notice three Business Days in advance specifying the amount and the date of prepayment.

Given that the interest rate of the Loan Agreement is 12% per annum, after discussing with the Financial Adviser, in particular, the commitment fee, loan interest and loan to value ratio and terms for drawdown of the Loan, the Directors (including the independent non-executive Directors) are of the view that the terms of the Loan Agreement are more

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LETTER FROM THE BOARD

favorable than those which may be offered to the Company by other financial institutions in Hong Kong, which may require higher interest rates or lower loan to value ratio, and therefore the Board considers the terms of the Loan Agreement are fair and reasonable and the entering into of the Loan Agreement is in the interest of the Company and the Shareholders as a whole. The expected rental return is estimated to be approximately 2-3% per annum and the Company considers that the Loan interest rate is fair and reasonable compared to the market rental return as there is expected to be potential capital appreciation and there is a discount to the valuation of the Property which is at HK$140 million. As such, the Directors are of the view that the expected rental and capital return of the Property will cover the finance costs. The Company intends to settle any difference between the expected rental return and the interest cost under the Loan by internal resources or other income from operations.

Cordoba Homes may in its absolute discretion request from the Company in any drawdown under the facility any security documents in such form satisfactory to Cordoba Homes including but not limited to any mortgage or legal charge through or under which all the legal, beneficial and/or economical interest of and in any property, undertaking and assets to be acquired by the Company in the Acquisition shall be duly charged to Cordoba Homes, and any pledge of Corporate Documents and the title deeds of the subject matter of the Acquisition, as security of the Company’s liabilities under the Loan Agreement.

The Company intends to repay or refinance the Loan upon maturity by debt or equity issuance and the exact mechanism or issue terms will depend on, amongst other things, whether and what form of debt or bank financing is available, the prevailing share price and other equity issuance options available to the Company at the time of repayment or refinancing upon maturity, subject to the requirements of the GEM Listing Rules.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Property is located at Wong Chuk Hang Road in Hong Kong. The location is easily accessible by the South Island Line (East) of MTR, which is expected to commence service by late 2016. The Company believes that there will be increasing demand for office space in the area where the Property is located which is driven by the establishment of the South Island Line (East). The Directors therefore believe that the Property will benefit from potential value appreciation and surging demand for high-grade office buildings in the area. In light of the above, the Board is of the view that the Property is a sound investment opportunity for the Company and will become an important asset in its property portfolio following Completion.

Having closely monitored the market environment and assessed the benefits of the Acquisition as discussed above, the Board is of the view that the terms of the Sale and Purchase Agreement are fair and reasonable and it is in the interests of the Company and the Shareholders as a whole for the Company to enter into the Acquisition. The available facility from the Loan Agreement also allows the Company to execute the Acquisition on favourable financing terms and is therefore beneficial to Shareholders as a whole.

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LETTER FROM THE BOARD

The Company currently has no immediate plans whether to use the Property for its own corporate needs. The Company would decide on the usage of the Property subject to the market environment and the rental reversions of the Company’s existing tenancies from time to time. As the Company does not need additional office space now, it will rent out the Property after Completion. In addition to renting out the Property, the Company may also consider to sell the Property subject to suitable market conditions. The Directors have taken into account the finance cost under the Loan Agreement as compared to the rental return of the Property in assessing the fairness and reasonableness of the Loan Agreement, and have made a commercial decision to purchase the Property based on the rental return and potential capital appreciation of the Property, taking into account of the location and quality of the Property and the fact that the Consideration is at a discount to the valuation of HK$140 million as set out in the valuation certificate on page 71.

FINANCIAL EFFECTS OF THE ACQUISITION

After completion of the Acquisition, the Property will be recognized as an investment property of the Group and will be subject to annual fair value assessment. The Acquisition, including the Deposit and the remainder of the Consideration, has been and will be financed by the loan facility stated above respectively.

Accordingly, the total assets and liabilities of the Group will be increased by an amount equal to the amount of utilized Loan.

After Completion of the Acquisition, earnings of the Company will be reduced by total expenses of approximately HK$1,000,000 and financing costs of the Loan, as stated above.

The unaudited pro forma financial information of the Enlarged Group is set out in Appendix III to this circular.

INFORMATION OF THE PURCHASER

The principal business activity of the Company is investment holding.

INFORMATION OF THE VENDOR

The Vendor is a company incorporated in the British Virgin Islands whose registered office is situated at Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands and is also a wholly-owned subsidiary of Imagi International Holdings Limited, a company incorporated in Bermuda whose shares are listed on the Main Board of the Stock Exchange with stock code 585. The Vendor is principally engaged in investment activities.

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LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined under the GEM Listing Rules) of the Acquisition exceeds 100%, the Acquisition constitutes a very substantial acquisition of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the reporting, announcement, circular and shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

EGM

A notice convening the EGM to be held at Tai Chi Room, 38/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 5 October 2016 at 9:00 a.m. is set out on pages 79 to 80 of this circular. Ordinary resolutions will be proposed at the EGM to approve, if thought fit, in respect of the Acquisition, the Sale and Purchase Agreement and the transactions contemplated thereunder.

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you should complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof, should you so wish.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes at the EGM must be taken by poll and the Company will announce the results of the poll in the manner set out in Rule 17.47(5) of the GEM Listing Rules.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the ordinary resolutions to be proposed at the EGM.

VOTING BY POLL

The resolutions set out in the notice of the EGM would be decided by poll in accordance with the GEM Listing Rules and the articles of association of the Company. On a poll, every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid Share held. A Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorized representative) or by proxy who is entitled to more than one vote need not use all his/its votes or cast all his/its votes in the same way. After the conclusion of the EGM, the poll results will be published on the GEM website of the Stock Exchange at http://www.hkgem.com and the website of the Company at http://www.trilliongrand.com.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board considers that the Acquisition is on normal commercial terms and that the terms of the Acquisition are fair and reasonable and in the interests of the Shareholders as a whole. Accordingly, the Board recommends that the Shareholders should vote in favour of the ordinary resolutions which will be proposed at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

GENERAL INFORMATION

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

Yours faithfully, On behalf of the Board of Trillion Grand Corporate Company Limited Lau Kelly Executive Director

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

AUDITED CONSOLIDATED FINANCIAL INFORMATION OF THE GROUP FOR THE THREE YEARS ENDED 31 MARCH 2014, 2015 AND 2016

The audited consolidated financial statements of the Group (a) for the year ended 31 March 2014 are set out from page 31 to page 112 in the 2014 Annual Report of the Company, which was published on 7 May 2014; (b) for the year ended 31 March 2015 are set out from page 32 to page 108 in the 2015 Annual Report of the Company, which was published on 14 July 2015; and (c) for the year ended 31 March 2016 are set out from page 30 to page 99 in the 2016 Annual Report of the Company, which was published on 28 June 2016.

2014 Annual Report

http://www.hkexnews.hk/listedco/listconews/GEM/2015/0507/GLN20150507023.pdf

2015 Annual Report

http://www.hkexnews.hk/listedco/listconews/GEM/2015/0714/GLN20150714005.pdf

2016 Annual Report

http://www.hkexnews.hk/listedco/listconews/GEM/2016/0628/GLN20160628103.pdf

STATEMENT OF INDEBTEDNESS AND CONTINGENT LIABILITIES

At the close of business on 31 July 2016, being the latest practicable date prior to this circular for ascertaining certain information relating to the indebtedness statement of the Enlarged Group, the indebtedness of the Enlarged Group was as follows:

Bonds

The Enlarged Group had outstanding bonds with total principal amount of approximately HK$20,332,000.

Amount of HK$10,005,000 is carrying coupon interest of 4.85% per annum and maturity in 15 July 2022. Amount of 527,000 is carrying coupon interest of 4.85% per annum and maturity in 16 July 2022. Amount of HK$9,800,000 is carrying coupon interest of 6% per annum and maturity in 13 September 2019.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of business, the Enlarged Group did not have any loan capital issued or agreed to be issued, bank overdrafts, loans, debt securities issued and outstanding, and authorised or otherwise created but unissued and term loans or other borrowings, indebtedness in the nature of borrowings, liabilities under acceptance (other than normal trade bills) or acceptance credits, debentures, mortgages, charges, finance lease or hire purchase commitments, which are either guaranteed, unguaranteed, secured or unsecured, guarantees or other material contingent liabilities outstanding as at 31 July 2016.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforementioned in this indebtedness statement, the Directors have confirmed that there have been no material changes in the indebtedness and contingent liabilities of the Enlarged Group since 31 July 2016, up to and including the Latest Practicable Date.

FINANCIAL AND TRADING PROSPECT OF THE GROUP

During the year ended 31 March 2016, the Group was principally engaged in four operating segments. The Group presents its segmental information based on the nature of the products and services and has reportable segments as follows:

• systems development;

• professional services;

• proprietary trading; and

• money lending.

Turnover generated from the PRC represented over 90% of the total turnover of the Group for the years ended 31 March 2016 and 2015.

After Completion, the Enlarged Group will continue to look for opportunities to create shareholders’ value through making investments into and/or acquiring interests in companies or projects that have promising outlooks and prospects. The Group is broadening its perspective beyond the IT sector and potentially also invest into and/or make acquisitions in other industries (including renewable energy and other “green” businesses, the financial industry, and more traditional non-IT businesses) so long as such investments/acquisitions can bring value and are beneficial to the Company and its shareholders as a whole. It goes without saying that the Company will also continue to focus on existing business to bring further value to shareholders.

WORKING CAPITAL

After taking into account the Acquisition and the Group’s presently available financial resources, including internally generated funds from operation and available financial facilities of the Group, the Directors after due and careful enquiry, are of the opinion that the Enlarged Group has sufficient working capital for its normal business and for at least the next 12 months from the date of this circular, in the absence of unforeseeable circumstances.

BUSINESS AND FINANCIAL REVIEW

During the year ended 31 March 2016, the Group recorded a revenue from continuing operations of approximately HK$63.3 million (2015: HK$73.2 million) representing a decrease of approximately 14% as compared to that of the corresponding year in 2015. The overall decrease in revenue was due to the absence of sale of goods in current year. Administrative expenses from continuing operations increased to approximately HK$23.4 million as compared to approximately HK$11.6 million of the previous corresponding year, representing an increase of approximately 102%. The increase in administrative expenses

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

was primarily due to share based payment expenses for the grant of share options, legal and professional fee paid relating to the resumption of trading of the Company’s shares and increase in staff salaries and rental expenses. Loss attributable to the owners from continuing operations was approximately HK$19.7 million for the year ended 31 March 2016 (2015: loss of approximately HK$0.5 million).

The gearing ratio in 2016 was 790%. The gearing ratio was calculated on the basis of total liabilities over shareholders’ equity. The gearing ratio was not applicable in 2015 since the Company recorded a deficit in shareholders’ equity.

During the year ended 31 March 2016, the Group experienced only immaterial exchange rate fluctuations, as the Group’s operations were mainly denominated in Hong Kong dollars and Renminbi. As the risk on exchange rate difference considered being minimal, the Group did not employ any financial instruments for hedging purposes.

SEGMENT INFORMATION

Revenue from continuing operations for the year ended 31 March 2016 amounted to approximately HK$63.3 million representing a decrease of approximately 14% as compared to the corresponding year in 2015 due to the absence of sale of goods in current year.

System development and professional services

The Company was facing the fierce competition of thermal powered electricity supply market in the People’s Republic of China (“PRC”) in 2016 and management expects this phenomenon will continue in the foreseeable future. This was explained by the PRC government promoting the use of renewable and/or clean energy with direct subsidies and has implemented the benchmark for reduction of omission of carbon dioxide in various cities in the PRC. As a result, the number and amount of new contracts have decreased. However, system development in thermal powered electricity supply industry recorded an increase in revenue compared with the corresponding year in 2015 due to the fact that a number of old projects were completed during the current year. Professional services recorded a decrease in revenue compared with the corresponding year in 2015 due to decrease in demand from existing customers. Gross profit from system development and professional services decreased due to the Company needed to maintain the competitiveness in the market and to maintain the market share.

The Company’s system development business mainly provides installation, maintenance, consulting and software licensing services for the products sold to power plants. The Company currently provides four key products: i) thermal power simulation system, ii) supervisory information system, iii) management information system and iv) information integration platform. i) Thermal power simulation system is a professional calculation system that can accommodate large scale strong coupling and tiny grained calculations. The system is able to link a series of calculated power plant simulation data to the distribution control system for the purposes of analysis and studies.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• ii) Supervisory information system is widely installed in power plant of more than 300MW. Its massive data contains valuable information and resources which requires further excavation.

• iii) Management information system in power plants provides all aspects of monitoring, control and management in the operation. The system collects all kinds of information, summary, statistics, analysis, management structures and business processes in order to increase productivity, reduce operating costs and provides decision support.

• iv) Information integration platform provides all the foundational building blocks of trusted information, including data integration, data warehousing, master data management, big data and information monitoring.

The Company’s professional services business mainly provides information technology engineering and technical support services to power plants and data centers. The Company currently provides four key services: i) enterprise information planning, ii) data resource planning, iii) comprehensive solution for system integration and iv) training service.

• i) Enterprise information planning provides information technology strategy, overall technical architecture, IT infrastructure, information security, application support platform and information technology personnel development services to the customers in the form of status assessment, development planning, project implementation and investment planning.

• ii) Data resource planning provides solution to customers for the integration of information from decentralized information systems.

• iii) Comprehensive solution for system integration provides strategy and planning services for wiring, data center construction, host systems and related technical support.

• iv) Training service provides training to power plant operation personnel, power unit commissioner, plant production management and technical personnel. Training topics include control and protection of simulation unit boiler, turbine and electrical parts; unit start-up and shutdown; basic working principle of and theoretical knowledge of fluidized bed boiler, pulverized coal boiler, gas turbine and electrical machines.

The Company’s system development contracts signed with customers were executed and completed by five major phases with duration from 12 to 36 months.

• i) Contract signing: Before tender is made to customers, the Company will perform budget analysis for costs and time expected to incur. Estimation is based on complexity and specific requirements of the projects, historical data and information, market conditions, quotation of the supplies of goods and services. A contract will be rewarded after the tender process.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• ii) Installation: The supplier will deliver the hardware system to the customer sites directly. The Company will then install the system to its required status and location. The customer will inspect the physical conditions of the hardware.

• iii) Testing: The Company will perform initial testing and modification of the system at this phase. Testing includes the condition, stability, compatibility, functionality of the system itself and the integration of the system with other decentralized systems used by the customer.

• iv) Verification: The customer will perform test run at this phase. Test run coordinate the machines, processes and systems together and through a series of actions under actual or simulated environmental and operating conditions to ascertain its current status and to verify its reliability and functionality.

• v) Retention: An average of 12-24 months retention period is given to customer.

Depending on the complexity of the projects and the resources of the Company, the Company outsources some of the system development projects to selected suppliers. The suppliers’ contracts are usually entered after secure of sales contracts with customers.

The Company receives contract value in five phases by means of progress billings. A portion of contract value is received in each of the following phases, (i) contract signing, (ii) installation, (iii) testing, (iv) verification and (v) retention.

The Company’s professional services contracts signed with customers were completed with duration from 6 to 24 months. The Company’s professional service income is received when the underlying professional services are rendered where billing is made when each particular service in the contract is delivered.

Proprietary trading business

In relation to the Group’s proprietary trading business, we have seen big swings on PRC and Hong Kong stock markets due to the Chinese stock market crash. An economic slowdown in PRC are contributing to uncertainty and a higher risk of global economic recovery. This led to the Group suffering losses on change in fair value of its financial assets at fair value through profit or loss. Looking forward, the current valuation of Hong Kong stock market is relatively low compared to other major stock markets such as U.S. and PRC. The possibility of implementation of “Shenzhen-Hong Kong Stock Connect” and inclusion of A-shares into MSCI’s indices will both attract capital inflow into the market and a market re-valuation is likely happened. The Group is actively seeking opportunities in securities investment which would create value and be beneficial to the Group and shareholders as well. The Group also maintains a risk management policy in which key risk factors such as government and politic risk, country risk, price risk, interest rate risk, currency risk and economic risk have been identified and closely monitored.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Money lending business

Though the loan and credit market became very active and intense competition existed during the past few years as a result of the rapid booming housing market in Hong Kong and the global low interest rate environment, the Board is confident that through its long established relationship, history, reputation, network and synergy, the Group is able to participate in the market share of the money lending business and it will become one of the driver of its future profits of the Group. In view of the above, the Board will invest more resources into the business once financing resources have been obtained. In addition to the consumable loan, the Company is planning to offer a variety of loan products to secured mortgage loans to individual, unsecured loan, small and medium sized enterprises loans, debts consolidation loan and corporate loans. Despite the above, the money lending business is suffering from political risk, regulatory risk, credit risk, economic risk and industry risk.

LIQUIDITY, FINANCIAL RESOURCES AND CAPITAL STRUCTURE

For the year ended 31 March 2016, the Company has made the following issue for cash of equity securities:

• (i) On 1 April 2015, the holders of warrants exercised its rights to subscribe for 57,380,000 shares at HK$0.19 per share. As a result, the Company received a net proceed of approximately HK$10.9 million.

• (ii) On 29 July 2015, a total of 216,644,771 shares have been successfully placed by a placing agent to not less than six placees at the placing price of HK$0.085 per placing share pursuant to the terms and conditions of the placing agreement. The net proceeds from the placing, after deducting relevant expenses incurred in relation to the placing, amounted to approximately HK$17.6 million.

• (iii) On 19 November 2015, a total of 135,724,862 shares have been successfully placed by a placing agent to not less than six placees at the placing price of HK$0.1 per placing share pursuant to the terms and conditions of the placing agreement. The net proceeds from the placing, after deducting relevant expenses incurred in relation to the placing, amounted to approximately HK$12.9 million.

• (iv) During the year ended 31 March 2016, the holders of share options exercised their rights to subscribe for 122,023,623 shares at HK$0.1 per share. As a result, the Company received a net proceed of approximately HK$12.2 million.

The Group had an aggregate principal amount of HK$20,331,775 of bonds in issue as at 31 March 2016. The coupon rates of these bonds are ranging from 4.85% to 6.25% per annum with maturity dates from September 2019 to July 2022.

During the three months ended 30 June 2016, the Company has made the following issue for cash of equity securities:

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

• (i) On 29 December 2015, the Company passed the special resolution by the shareholders approving the capital reorganisation at the extraordinary general meeting. Please refer to the Company’s announcements and circular dated 20 November 2015, 27 November 2015, 29 December 2015, 25 April 2016 and 3 December 2015 respectively, for details of capital reorganisation. The Company completed the capital reorganisation on 25 April 2016.

Subsequent to the three months ended 30 June 2016, the Company has made the following issue for cash of equity securities:

• (ii) On 28 July 2016, a total of 19,790,313 shares have been successfully placed by a placing agent to not less than six placees at the placing price of HK$0.57 per placing share pursuant to the terms and conditions of the placing agreement. The net proceeds from the placing, after deducting relevant expenses incurred in relation to the placing, amount to approximately HK$10.9 million.

FINANCING ACTIVITIES

On 17 June 2015, the Company proposed to raise not less than approximately HK$28.52 million and not more than approximately HK$40.92 million before expenses by issuing not less than 570,301,928 offer shares and not more than 818,499,792 offer shares at the subscription price of HK$0.05 per offer share on the basis of one offer share for every two existing shares held on the record date and payable in full upon application. The offer shares not accepted shall not be made available for subscription by other qualifying shareholders by means of excess application but shall be taken up by the underwriter. On 14 July 2015, the Company and the underwriter entered into the supplemental underwriting agreement to revise the subscription price from HK$0.05 per offer share to HK$0.07 per offer share. On 12 August 2015, the Company and the Underwriter entered into the second supplemental underwriting agreement to revise the number of offer shares to 339,312,157 consolidated shares and the subscription price from HK$0.07 per offer share to HK$0.14 per offer share to reflect the adjustments upon the share consolidation became effective. Taking into account the general market volatility and the share price performance of the Company, the Company considers it is not reasonable to continue the open offer as the offer price is substantially higher than the Company’s current share price. As a result, the Company and the underwriter have agreed to terminate the underwriting agreement on 29 October 2015 by mutual consent. Please refer to the Company’s announcements dated 17 June 2015, 14 July 2015, 12 August 2015, 24 September 2015 and 29 October 2015 for details of the open offer.

On 9 September 2015, the Company completed a share consolidation pursuant to which every two issued and unissued shares of HK$0.05 each be consolidated into one consolidated share of HK$0.1. Upon completion of the share consolidation, the authorised share capital of the Company was HK$200,000,000 divided into 2,000,000,000 shares of HK$0.1 each and the issued share capital of the Company was HK$67,862,431.4 divided into 678,624,314 shares of HK$0.1 each.

On 23 September 2015, the board lot size of the shares for trading on the Stock Exchange had changed from 10,000 shares to 20,000 shares.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

On 17 November 2015, the convertible bondholder with principal amount of HK$20,000,000 exercised its right to convert 57,142,857 shares at HK$0.35 per share.

On 29 December 2015, the Company passed the special resolution by the shareholders approving the capital reorganisation at the extraordinary general meeting. Please refer to the Company’s announcements and circular dated 20 November 2015, 27 November 2015, 29 December 2015, 25 April 2016 and 3 December 2015 respectively, for details of capital reorganisation. The Company completed the share reorganisation on 25 April 2016.

On 30 December 2015, the Company completed a share consolidation pursuant to which every ten issued and unissued shares of HK$0.1 each be consolidated into one consolidated share of HK$1. Upon completion of the share consolidation, the authorised share capital of the Company was HK$200,000,000 divided into 200,000,000 shares of HK$1 each and the issued share capital of the Company was HK$99,351,565 divided into 99,351,565 shares of HK$1 each.

The Board continues to look for opportunities to attract more investors, extend the shareholders base, provide financial resources to expand existing and/or future businesses, reduce the accumulated loss and improve the flexibility of fund raising.

MATERIAL ACQUISITIONS, DISPOSALS, SIGNIFICANT INVESTMENTS AND FUTURE PLANS OF MATERIAL INVESTMENT

On 28 April 2015, the Group entered into an agreement with an independent third party for the acquisition of 100% of the issued share capital of Wilco and the director’s loan to Wilco at a consideration of HK$1,669,128 (after adjustment). Please refer to the announcement of the Company dated 28 April 2015 for further details of the acquisition. Wilco is principally engaged in the provision of printing services and solutions on advertisement, brochures and bound books to customers mainly in Hong Kong. On 21 December 2015, the Group entered into an agreement with an independent third party for the disposal of 100% of the issued share capital of Wilco and the Shareholders’ loan at a consideration of HK$1,611,395. Please refer to the announcement of the Company dated 21 December 2015 for further details of the disposal. The disposal was completed on 22 December 2015.

On 6 October 2015, the Group entered into an agreement with two independent third parties for the acquisition of 19% of the issued share capital of Galaxy Automotive MS Inc. (“Galaxy”) and its subsidiaries (collectively, the “Galaxy Group”) at a consideration of HK$17,328,000. Please refer to the announcement of the Company dated 6 October 2015 for further details of the acquisition. Galaxy Group is principally engaged in offering a wide range of automobile parts under its own brand “ZUVER” such as suspension system, brake caliper system, alloy wheels, air intake system, air exhaust system, tire pressure sensor, automotive performance software and hardware and fuel saving device. Products are currently offered at auto parts shops located in Hong Kong, Macau, Taiwan and PRC. The acquisition was completed on 12 October 2015. The consideration in the amount of HK$5,472,000 has been paid to Vendor A (being the seller of 6 out of the 19 shares in Galaxy) whilst the Company has not settled the remaining consideration of HK$11,856,000 to Vendor B (being the seller of 13 out of the 19 shares in Galaxy). On 20 January 2016, the

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APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

Group entered into a rescission agreement with Vendor B in relation to the rescission of the sale and purchase of the 13 shares in the share capital of Galaxy (representing 13% of the entire issued shares of the Galaxy). In addition, the Group entered into a sale and purchase agreement with Vendor B pursuant to which the Company has agreed to sell and Vendor B has agreed to acquire the sale shares (representing 6% of the entire issued shares of the Galaxy) at the consideration of HK$5,600,000 and has been received in full as at the date of this report. The Group is expected to record a gain of HK$128,000 for this disposal. For details, please refer to the announcement of the Company dated 20 January 2016.

On 24 December 2015, the Group entered into an agreement with an independent third party for the disposal of 100% of the issued share capital of Fullmark at a consideration of HK$17,000,000. Please refer to the announcement of the Company dated 24 December 2015 for further details of the disposal. The disposal was completed on 28 December 2015, Fullmark will cease to be a subsidiary of the Company. The indirect holding of 24.9% equity interest in Dondga Agency will cease to be an associate of the Company. Accordingly, the assets, liabilities and financial results of the Fullmark Group will no longer be consolidated into the financial statements of the Group.

On 13 January 2016, the Group entered into a sale and purchase agreement with an independent third party (for the disposal of a subsidiary which is an investment holding company of an available-for-sale investment). Under the sale and purchase agreement, the purchaser agreed to acquire the subsidiary with a cash consideration of HK$4,200,000 and has been received in full. In respect of the disposal, the Group has recorded an impairment loss of HK$664,000 in the current year.

On 23 March 2016, the Group has entered into a Memorandum of Understanding with a connected person of the Company to acquire a target group principally engaged in the businesses of building and selling of luxury motor yachts, as well as the sales of yacht-related products and provision of yacht-related services in Zhuhai, the PRC and Hong Kong.

EMPLOYEES AND REMUNERATION POLICIES

As at 31 March 2016, the Group hired 24 employees including the executive Directors (2015: 23). Total staff costs from continuing operations including Directors’ remuneration for the year under review amounted to approximately HK$5 million (2015: HK$3.2 million).

Employees’ remunerations are determined in accordance with their experiences, competence, qualifications and nature of duties and the current market trend. Apart from the basic salary, discretionary bonus and other incentives may be offered to the employees of the Group to reward their performance and contributions. The emoluments of the Directors are determined by the remuneration committee of the Company having regard to the performance of the individuals and market trend. The Group provides mandatory provident fund scheme for the employees employed under the jurisdiction of the Hong Kong Employment Ordinance.

The Group has not made any changes to its remuneration policy during the year under review.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Company adopted a share option scheme pursuant to which eligible persons may be granted options to subscribe for the shares of the Company. During the year ended 31 March 2016, share options had been granted to certain eligible persons to subscribe for a total of 122,023,623 ordinary shares at HK$0.1 per share. Please refer to Note 41 to the consolidated financial statements for details. All share options had been exercised during the year and there was no outstanding share options as at 31 March 2016.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

PART A. ACCOUNTANTS’ REPORT OF THE TARGET GROUP

The following is the text of a report received from the reporting accountant, Elite Partners CPA Limited, Certified Public Accountants, Hong Kong, for the purpose of incorporation in this Circular.

10th Floor, 8 Observatory Road, Tsim Sha Tsui, Kowloon, Hong Kong

19 September 2016

The Board of Directors

Trillion Grand Corporate Company Limited

Room M1B3, 7/F, Kaiser Estate, Phase 3 No. 11 Hok Yuen Street, Hunghom, Kowloon, Hong Kong

Dear Sirs,

We set out below our report on the financial information relating to Cicero Capital Limited (the “ Target Company ”) and its subsidiary, Imagi Services Limited (the “ ISL ”) (hereinafter collectively referred to as the “ Target Group ”) which comprises the consolidated statements of financial position as at 31 December 2013, 2014 and 2015 and the six months ended 30 June 2016, consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows of Target Group for the years ended 31 December 2013, 2014 and 2015 and the six months ended 30 June 2016 (the “ Relevant Periods ”), together with the explanatory notes thereto (the “ Financial Information ”) and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of change in equity and consolidated statement of cash flows of Target Group for the six months ended 30 June 2015 (the “ Corresponding Financial Information ”). This Financial Information has been prepared by the directors of Target Company for inclusion in Appendix II to the circular issued by Trillion Grand Corporate Company Limited (the “ Company ”) dated 19 September 2016 (the “ Circular ”) in connection with the proposed acquisition of 100% equity interests of Target Company.

The Target Group is principally engaged in property investment and its main asset is the Property. The Property has remained vacant and the Target Group had no commercial activities for the year ended 31 December 2015. The main expenditure of the Target Group was the repayment of interest to its ultimate holding company with respect to an outstanding loan for the purchase of the Property.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The Target Company was incorporated as a limited liability company in British Virgin Islands on 2 March 2016. The Target Company is principally engaged in investment holding, it holds 100% equity interests in ISL. As at the date of this report, no statutory audited financial statements have been prepared by the Target Company since its incorporation.

ISL is incorporated in Hong Kong on 8 May 2002 with limited liability under Hong Kong Companies Ordinance. It principally engaged in investment holdings. The statutory financial statement of ISL for the year ended 31 December 2013, 2014, 2015 were prepared in accordance with Hong Kong Financial Reporting Standards (“ HKFRSs ”) issued by the Hong Kong Institute of Certified Public Accountants (the “ HKICPA ”) and was audited by Deloitte Touche Tohmatsu. The statutory financial statements of ISL for the six months ended 30 June 2016 were audited by us.

For the purpose of this report, the directors of Target Company have prepared the Financial Information for the Relevant Periods in accordance with HKFRS issued by the Hong Kong Institute of Certified Public Accountant (“ HKICPA ”) (the “ Underlying Financial Statements ”). The Financial Information for the Relevant Periods are prepared based on the Underlying Financial Statements, with no adjustments made thereto, and in accordance with the applicable requirements of the Hong Kong Companies Ordinance and the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”). The Underlying Financial Statements for each of the three years ended 31 December 2013, 2014 and 2015 and the six months ended 30 June 2016 were audited by us in accordance with Hong Kong Standards on Auditing issued by the HKICPA.

Directors’ Responsibilities

The directors of Target Company are responsible for the preparation of the Financial Information that gives a true and fair view in accordance with HKFRSs issued by the HKICPA, the requirements of the Hong Kong Companies Ordinance and the applicable disclosure provision of the GEM Listing Rules, and for such internal control as the directors of Target Company determine is necessary to enable the preparation of the Financial Information that is free from material misstatement, whether due to fraud or error.

The directors of Target Company are responsible for the contents of the Circular in which this report is included.

Reporting Accountant’s Responsibilities

It is our responsibility to form an independent opinion on the Financial Information for the Relevant Periods based on our audit. We conducted our audit in accordance with Hong Kong Standards on Auditing and the Auditing Guideline 3.340 “Prospectuses and the Reporting Accountant” issued by the HKICPA. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Opinion

In our opinion, for the purpose of this report, the Financial Information give a true and fair view of the state of affairs of the Target Company and subsidiary’s affairs as at 31 December 2013, 2014, 2015 and 30 June 2016 and of their financial performance and cash flows for the Relevant Period then ended in accordance with HKFRS.

CORRESPONDING FINANCIAL INFORMATION

For the purpose of this report, we have also reviewed the Corresponding Financial Information for which the directors of Target Company are responsible, in accordance with Hong Kong Standard on Review Engagements 2400 (Revised) “Engagements to Review Historical Financial Statements” issued by the HKICPA.

The directors of Target Company are responsible for the preparation of the Corresponding Financial Information in accordance with the same basis adopted in respect of the Financial Information. Our responsibility is to express a conclusion on the Corresponding Financial Information based on our review.

A review consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the Corresponding Financial Information.

Based on our review, for the purpose of this report, nothing has come to our attention that causes us to believe that the Corresponding Financial Information is not prepared, in all material respects, in accordance with the same basis adopted in respect of the Financial Information.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

I. FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

note Revenue 4.8 Other income 8 Other gains and losses 9 Administrative expenses Finance cost 11 (Loss)/profit before taxation 12 Income tax expenses 13 (Loss)/profit and total comprehensive (expenses)/income for the period/year	Six months ended 30 June 2016 2015 HK$ HK$ (Unaudited) – – – – – – (1,659,901) (1,297,138) (845,273) (2,101,555) (2,505,174) (3,398,693) – – (2,505,174) (3,398,693)	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – – – – 905,922 43,874,014 1,170,000 (929,342) 37,581 (2,594,457) (3,045,816) (13,736,405) (4,237,943) (2,609,736) (189,497) (5,662,400) (5,678,972) 29,985,693 – – – (5,662,400) (5,678,972) 29,985,693

(Loss)/profit and total comprehensive (expenses)/income for the period/year

– 26 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

note Non-current assets Property, plant and equipment 14 Non-current deposits 15 Current assets Other receivables, deposits and prepayments Amount due from a fellow subsidiary 16 Amount due from the immediate holding company 16 Amount due from the ultimate holding company 16 Cash and bank balances Total assets Current liabilities Other payables and accruals Amount due to the ultimate holding company 16 Net current (liabilities)/ assets Net assets Capital and reserve Share capital 18 Merger reserve Accumulated losses Total equity	Six months ended 30 June 2016 HK$ 96,275,702 – 96,275,702 99,074 – 6 – 26,616 125,696 96,401,378 – 1,161,654 1,161,654 (1,035,958) 95,239,744 125,298,490 2 (30,058,748) 95,239,744	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ 97,386,617 99,618,733 182,093 – – 27,751,841 97,386,617 99,618,733 27,933,934 99,074 108,248 40,089,626 1,132,240 1,132,240 226,448 – – – – 3,401,319 40,137,791 232,418 316,778 357,473 1,463,732 4,958,585 80,811,338 98,850,349 104,577,318 108,745,272 – 1,170,000 1,346,934 1,105,431 – – 1,105,431 1,170,000 1,346,934 358,301 3,788,585 79,464,404 97,744,918 103,407,318 107,398,338 125,298,490 125,298,490 125,298,490 2 2 2 (27,553,574) (21,891,174) (17,900,154) 97,744,918 103,407,318 107,398,338

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

At 1 January 2013 Profit and total comprehensive income for the year At 31 December 2013 and 1 January 2014 Share option forfeited for the year Loss and total comprehensive expenses for the year At 31 December 2014 and 1 January 2015 Loss and total comprehensive expenses for the year At 31 December 2015 and 1 January 2016 Loss and total comprehensive expenses for the period At 30 June 2016 Six months ended 30 June 2015 At 1 January 2015 Loss and total comprehensive expenses for the period At 30 June 2015 (unaudited)	Share capital HK$ 125,298,490 – 125,298,490 – – 125,298,490 – 125,298,490 – 125,298,490 125,298,490 – 125,298,490	Merger reserve HK$ 2 – 2 – – 2 – 2 – 2 2 – 2	Accumulated losses HK$ (47,885,847) 29,985,693 (17,900,154) 1,687,952 (5,678,972) (21,891,174) (5,662,400) (27,553,574) (2,505,174) (30,058,748) (21,891,174) (3,398,693) (25,289,867)	Total HK$ 77,412,645 29,985,693 107,398,338 1,687,952 (5,678,972) 103,407,318 (5,662,400) 97,744,918 (2,505,174) 95,239,744 103,407,318 (3,398,693) 100,008,625

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

CONSOLIDATED STATEMENT OF CASH FLOW

Cash flows from operating activities (Loss)/profit before tax Adjustment for: Depreciation of property, plant and equipment Loss on disposal of property, plant and equipment Property, plant and equipment Written off Finance cost Waiver of other payables Operating (loss)/profit before changes in working capital Decrease/(increase) in other receivables, deposits and prepayment Increase in amount due from the immediate holding company Decrease/(increase) in amount due from a fellow subsidiary Decrease in other payables and accruals Net cash generated from/ (used in) operating activities Cash flows from investing activities Deposits paid for acquisition of properties Purchase of property, plant and equipment Proceeds on disposal of property, plant and equipment Net cash used in investing activities	Six months ended 30 June 2016 2015 HK$ HK$ (2,505,174) (3,398,693) 1,102,394 1,125,767 – – 8,521 – 845,273 2,101,555 – – (548,986) (171,371) – 7,110 (6) – 1,132,240 – – – 583,248 (164,261) – – – – – – – –	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ (5,662,400) (5,678,972) 29,985,693 2,232,116 1,165,163 64,730 – 10,343 9,035 – – – 4,237,943 2,609,736 189,497 (1,170,000) – – (362,341) (1,893,730) 30,248,955 9,174 39,981,378 (40,032,845) – – – – (905,792) 1,150,898 – (176,934) (1,430,759) (353,167) 37,004,922 (10,063,751) – – (27,751,841) – (72,875,305) (82,156) – 15,000 3,045 – (72,860,305) (27,830,952)

– 29 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Cash flow from financing activities Advance (to)/from an ultimate holding company Net cash (used in)/generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalent at the beginning of the year/period Cash and cash equivalent at the end of the year/period Analysis of cash and cash equivalents Cash and bank balances	Six months ended 30 June 2016 2015 HK$ HK$ (789,050) 205 (789,050) 205 (205,802) (164,056) 232,418 316,778 26,616 151,722 26,616 151,722	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ 268,807 35,814,688 37,949,835 268,807 35,814,688 37,949,835 (84,360) (40,695) 55,132 316,778 357,473 302,341 232,418 316,778 357,473 232,418 316,778 357,473	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ 268,807 35,814,688 37,949,835 268,807 35,814,688 37,949,835 (84,360) (40,695) 55,132 316,778 357,473 302,341 232,418 316,778 357,473 232,418 316,778 357,473
			37,949,835
			55,132 302,341
			357,473
			357,473

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

II. NOTES TO THE FINANCIAL INFORMATION

1. GENERAL INFORMATION

The Target Company was incorporated as a limited liability company in British Virgin Island on 2 March 2016. The address of its registered office is Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Island. The Target Company is an investment holding company. The principal activities of the Target Group are property investment.

The Financial Information is presented in Hong Kong dollars (“HK$”), the functional currency of the entities comprising the Target Group.

2. BASIS OF PREPARATION

The Target Group has been under the control and beneficially owned by the same ultimate holding company, Imagi International Holdings Limited (the “Imagi”), a company incorporated in Bermuda with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited, throughout the Relevant Periods or since their respective dates of incorporation or establishment of the individual company, where this is a shorter period. The Target Group comprising the Target Company and its subsidiaries is regarded as a continuing entity. Accordingly, the Financial Information of the Target Group has been prepared using the merger basis of accounting as if the Target Group had always been in existence.

The consolidated statements of profit or loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows for the Relevant Periods, as set out in Section I, include the results of operations and cash flows of the companies now comprising the Target Group for the Relevant Periods as if the group structure had been in existence throughout the Relevant Periods, or since the respective dates of their incorporation or establishment. The consolidated statements of financial position of the Target Group as at 31 December 2013, 2014 and 2015 and 30 June 2016, as set out in Section I, have been prepared to present the state of affairs of the companies now comprising the Target Group as at the respective dates as if the group structure had been in existence as at the respective dates.

As at 30 June 2016, Target Group had net current liabilities of and HK$1,035,958. The Financial Information has been prepared by the directors of Target Group on a going concern basis as the Imagi have agreed to provide financial support to Target Group to maintain as a going concern and not to demand for any repayment of the amounts due to the ultimate holding company of HK$ 1,161,654 as at 30 June 2016 until the completion of the Acquisition.

Accordingly, the directors of Target Group are of the opinion that it is appropriate to prepare the Financial Information on a going concern basis. The Financial Information does not include any adjustments relating to the carrying amounts and reclassification of assets and liabilities that might be necessary should the Target Group be unable to continue as a going concern.

3. APPLICATION OF NEW AND REVISED HKFRSs

For the purpose of preparing and presenting the Financial Information for the Relevant Periods, Target Group has consistently adopted HKFRSs, HKAS, amendments and interpretations which are effective for Target Group’s financial period beginning on 1 January 2016 throughout the Relevant Periods.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

New and revised HKFRSs in issue but not yet effective

Target Group has not early applied the following new and revised standards, amendments or interpretations that have been issued and are relevant to these financial statements but not yet effective.

HKFRS 9 (2015) Financial Instruments[2] HKFRS 15 Revenue from Contracts with Customers[2] Amendments to HKFRSs Annual Improvements to HKFRSs 2012-2015 Cycle[1] Amendments to HKAS 1 Disclosure Initiative[2] Amendments to HKFRS 11 Accounting for Acquisition of Interests in Joint Operations[2] Amendments to HKFRS 10, Investment Entities: Applying the Consolidation HKFRS 12 and HKAS 28 Exception[1] (2011) Amendments to HKFRS 10 and Sale or Contribution of Assets between an Investor and HKAS 28 (2011) its and Associate or Joint Venture[3] Amendments to HKAS 16 and Clarification of Acceptable Methods of Depreciation and HKAS 38 Amortisation[1] Amendments to HKAS 16 and Agriculture: Bearer Plants[1] HKAS 41 Amendments to HKAS 27 Equity Method in Separate Financial Statements[1]

• 1) Effective for annual periods beginning on or after 1 January 2016, with earlier application permitted.

• 2) Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted.

• 3) Effective for annual periods beginning on or after a date to be determined.

The director of Target Group anticipate that the application of the other new and revised standards, amendments or interpretations will have no material impact on the results and the financial position of the Target Group on the reporting period of initial application.

HKFRS 15 Revenue from contracts with customers

In July 2015, HKFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. HKFRS 15 will supersede the current revenue recognition guidance including HKAS 18 Revenue, HKAS 11 Construction Contracts and the related interpretations when it becomes effective.

The core principle of HKFRS 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

• Step 1: Identify the contract(s) with a customer.

• Step 2: Identify the performance obligations in the contract.

• Step 3: Determine the transaction price.

• Step 4: Allocate the transaction price to the performance obligations in the contract.

• Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Under HKFRS 15, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in HKFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by HKFRS 15.

The directors of Target Group anticipate that the application of HKFRS 15 in the future may have a material impact on the amounts reported and disclosures made in Target Group’s Financial Information. However, it is not practicable to provide a reasonable estimate of the effect of HKFRS 15 until Target Group performs a detailed review.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4.1 Statement of compliance

The Financial Information set out in this report has been prepared in accordance with applicable Hong Kong Financial Reporting Standards (“HKFRSs”), which collective term includes all applicable individual HKFRSs, Hong Kong Accounting Standards and interpretations issued by HKICPA. In addition, the Financial Information includes applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and the Hong Kong Companies Ordinance.

The measurement basis used in the preparation of the Financial Information is the historical cost basis.

The preparation of Financial Information in conformity with HKFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Judgements made by management in the application of HKFRSs that have significant effect on the Financial Information and major sources of estimation uncertainty are discussed in note 4 of Section II.

4.2 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Target Company and entities controlled by the Target Group. Control is achieved when the Target Group:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Target Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Target Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Target Group gains control until the date when the Target Group ceases to control the subsidiary.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Profit or loss and each item of other comprehensive income are attributed to the owners of the Target Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Target Group’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Merger accounting for business combination involving entities under common control

The Financial Information incorporates the financial statement items of the combining entities or businesses in which the common control combination occurs as if they had been combined from the date when the combining entities or businesses first came under the control of the controlling party.

The net assets of the combining entities or businesses are combined using the existing book values from the controlling party’s perspective. No amount is recognised in respect of goodwill or excess of acquirer’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control combination, to the extent of the continuation of the controlling party’s interest.

The consolidated statements of comprehensive income include the results of each of the combining entities or businesses from the earliest date presented or since the date when the combining entities or businesses first came under the common control, where this is a shorter period, regardless of the date of the common control combination.

4.3 Subsidiary

Subsidiaries are entities controlled by the Target Group. The Target Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. When assessing whether the Target Group has power, only substantive rights (held by the Target Group and other parties) are considered.

An investment in a subsidiary is consolidated into the Financial Information from the date that control commences until the date that control ceases. Intra-group balances and transactions and cash flows and any unrealised profits arising from intra-group transactions are eliminated in full in preparing the Financial Information. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment.

In the Target Company’s statement of financial position, an investment in a subsidiary is stated at cost less any impairment losses, unless the investment is classified as held for sale (or included in a disposal group that is classified as held for sales).

4.4 Property, plant and equipment

Property, plant and equipment are stated at acquisition cost less accumulated depreciation and impairment losses.

The gain or loss arising on the retirement of disposal is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Target Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to profit or loss during the financial period in which they are incurred.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Depreciation is calculated using the straight-line method to allocate the costs over the estimated useful lives, as follows:

Leasehold land and building over the shorter of the term of the lease, or 50 years Furniture, fixtures and equipment 20%

The assets’ residual values, depreciation method and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

4.5 Impairment losses on tangible assets

At the end of the reporting period, The Target Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. When it is not possible to estimate the recoverable amount of an individual asset, The Target Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating unit, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or the cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or the cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or the cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately.

4.6 Financial instruments

Financial assets and financial liabilities are recognised when the Target Group becomes a party to the contractual provisions of the instruments.

Financial assets – loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables including trade and bill receivables, other receivable, amount due from a director, amounts due from subsidiaries, amounts due from related companies and cash and bank balances are measured at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Financial liabilities are recognised in the statement of financial position when the Target Group becomes a party to the contractual provision of the instrument. Financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial liabilities are added to or deducted from the fair value of the financial liabilities, as appropriate, on initial recognition.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Financial liabilities including amount due to the shareholder, other borrowings and accruals and deposit received are subsequently measured at amortised cost, using the effective interest method.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest expense is recognised on an effective interest basis.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Target Group are recognised at the proceeds received, net of direct issue costs.

Derecognition

A financial liability is derecognised when, and only when, Target Group’s obligations are discharged, cancelled or expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

4.7 Cash and bank balances

Cash and bank balances include cash at banks and in hand, demand deposits with banks and short term highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of bank balances and cash as defined above.

4.8 Revenue recognition

The Target Group did not generate any revenue during the Relevant Periods.

4.9 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from “loss before tax” as reported in the statement of profit or loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Target Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Information and the corresponding tax base used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary difference to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liabilities is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Target Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred income taxes are recognised in profit or loss.

4.10 Provisions and contingent liabilities

Provisions are recognised when the Target Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

All provision are reviewed at each reporting date and adjusted to reflect the current best estimate.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future uncertain events not wholly within the control of the Target Group is also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

4.11 Related parties

• (a) A person, or a close member of that person’s family, is related to the Target Group if that person:

• (i) has control or joint control over the Target Group;

• (ii) has significant influence over the Target Group; or

• (iii) is a member of the key management personnel of Target Group or Target Group’s parent.

• (b) An entity is related to the Target Group if any of the following conditions applies:

• (i) The entity and the Target Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

• (ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

• (iii) Both entities are joint ventures of the same third party.

• (iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

• (v) The entity is a post-employment benefit plan for the benefit of employees of either the Target Group or an entity related to the Target Group.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

• (vi) The entity is controlled or jointly controlled by a person identified in (a).

• (vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

(viii) The entity, or any member of a group of which it is a part, provides key management personnel services to the Target Group or to Target Group’s parent.

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

5. CRITICAL ACCOUNTING JUDGEMENTS

In the application of accounting policies, which are described in note 4, the directors of Target Group is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying accounting policies

The following is the critical judgment that the directors of Target Group has made in the process of applying the entity’s accounting policies and that has the most significant effect on the amounts recognised in the Financial Information.

Going concern consideration

The assessment of the going concern assumption involves making a judgement by the directors of Target Group, at a particular point of time, about the future outcome of events or conditions which are inherently uncertain. The directors of Target Group consider that the Target Group has the ability to continue as a going concern and the major events or conditions, which may give rise to liquidity risk, that individually or collectively may cast significant doubt about the going concern assumption are set out in note 2.

6. CAPITAL RISK MANAGEMENT

The Target Group manages its capital to ensure that the Target Group will be able to continue as a going concern while maximising the return to the shareholder through the optimisation of the debt and equity balance. Target Group’s overall strategy remains unchanged throughout the Relevant Periods. The capital structure of Target Group consists of amount due to the shareholder, other borrowings and equity attributable to owner of the Target Group, comprising share capital and reserve.

The directors of Target Group reviews the capital structure on a regular basis. As part of this review, the directors of Target Group considers the cost of capital and the risks associated with each class of capital. Based on the recommendations of the directors of Target Group, the Target Group will balance its overall capital structure through the payment of dividends, issuance of new shares as well as the issue of new debts or the repayment of existing debts.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

7. FINANCIAL INSTRUMENT

The Target Group is exposed through its operation to the following risks from its use of financial instruments:

• Liquidity risk

• Credit risk

The policy for each of the above risks is described in more detail below:

(a) Liquidity risk

The Target Group actively manages operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met.

At 30 June 2016, it had significant net current liabilities of HK$1,035,958. Shareholders of the Target Group have confirmed their intention to provide continual financial support to the Target Group so as to enable to meet liabilities as and when they fall due and will not demand repayment from the Company unless it is financially capable to do so.

The following table details its remaining contractual maturity for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Target Group can be required to pay. The table includes both interest and principal cash flows.

As at 31 December 2013

			More than	More than
		Within 1	1 year but	2 years but
		year or on	less than 2	less than 5	More than
		demand	years	years	5 years	Total
		HK$	HK$	HK$	HK$	HK$
Other	payables	1,346,934	–	–	–	1,346,934

As at 31 December 2014

			More than	More than
		Within 1	1 year but	2 years but
		year or on	less than 2	less than 5	More than
		demand	years	years	5 years	Total
		HK$	HK$	HK$	HK$	HK$
Other	payables	1,170,000	–	–	–	1,170,000

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

As at 31 December 2015

Amounts due to the ultimate holding company As at 30 June 2016 Amounts due to the ultimate holding company	Within 1 year or on demand HK$ 1,105,431 Within 1 year or on demand HK$ 1,161,654	More than 1 year but less than 2 years HK$ – More than 1 year but less than 2 years HK$ –	More than 2 years but less than 5 years HK$ – More than 2 years but less than 5 years HK$ –	More than 5 years HK$ – More than 5 years HK$ –	Total HK$ 1,105,431
					Total HK$ 1,161,654

(b) Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Target Group. It is exposed to credit risk from accounts and other receivables, cash and bank balances.

Although the bank deposits are concentrated on certain counterparties, the credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

8. OTHER INCOME

Management fee income Bank interest income Service income	Six months ended 30 June 2016 2015 HK$ HK$ (Unaudited) – – – – – – – –	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – 905,792 3,884,513 – 130 – – – 39,989,501 – 905,922 43,874,014	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – 905,792 3,884,513 – 130 – – – 39,989,501 – 905,922 43,874,014
			43,874,014

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

9. OTHER GAINS AND LOSSES

Foreign exchange (loss)/ gain, net Loss on disposal of property, plant and equipment Waiver of other payables	Six months ended 30 June 2016 2015 HK$ HK$ (Unaudited) – – – – – – – –	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – (918,999) 46,616 – (10,343) – 1,170,000 – (9,035) 1,170,000 (929,342) 37,581	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – (918,999) 46,616 – (10,343) – 1,170,000 – (9,035) 1,170,000 (929,342) 37,581
			37,581

10. SEGMENT INFORMATION

The Target Group is principally engaged in the property investment. Information reported to Target Group’s management for the purpose of resources allocation and performance assessment focuses on the operating results of the Target Group as a whole as Target Group’s resources are integrated and no discrete operating segment financial information is available. Accordingly, no operating segment information is presented.

The Target Group’s operations are principally located in Hong Kong. Accordingly, no geographical segment information is presented.

11. FINANCE COST

Interest on advance from the ultimate holding company	Six months ended 30 June 2016 2015 HK$ HK$ (Unaudited) 845,273 2,101,555	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ 4,237,943 2,609,736 189,497

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

12. (LOSS)/PROFIT BEFORE TAXATION

(Loss)/profit before income tax is arrived at after charging:

Directors’ emoluments (including reversal of equity-settled share-based payments) Contribution to retirement benefits scheme Other staff costs (including reversal of equity-settled share-based payments) Total staff costs Auditor’s remuneration Depreciation of property, plant and equipment Property, plant and equipment written-off Rentals in respect of premises under operating leases	Six months ended 30 June 2016 2015 HK$ HK$ (Unaudited) – − – − – − – − – – 1,102,394 1,125,767 8,521 – 257,923 –	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – 170,914 6,631,541 – 34,334 59,268 – 1,008,605 3,378,842 – 1,213,853 10,069,651 15,000 25,000 50,000 2,232,116 1,165,163 64,730 – – – – 162,661 –	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ – 170,914 6,631,541 – 34,334 59,268 – 1,008,605 3,378,842 – 1,213,853 10,069,651 15,000 25,000 50,000 2,232,116 1,165,163 64,730 – – – – 162,661 –
			10,069,651 50,000 64,730 – –

13. INCOME TAX EXPENSES

No Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profits arising in Hong Kong during the periods.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The income tax expense for the year can be reconciled to the profit per the consolidated statement of comprehensive income as follows:

(Loss)/profit before tax Tax at the Hong Kong Profit Tax rate at 16.5% Tax effect of income not taxable for tax purpose Tax effect of expenses not deductible for tax purpose Tax effect of temporary differences not recognised Tax effect of tax losses not recognised Utilisation of tax losses previously not recognised	Six months ended 30 June 2016 2015 HK$ HK$ (Unaudited) (2,505,174) (3,398,693) (413,354) (560,784) – – 181,895 185,752 – – 231,459 375,032 – – – –	Year ended 31 December 2015 2014 2013 HK$ HK$ HK$ (5,662,400) (5,678,972) 29,985,693 (934,296) (937,030) 4,947,639 – (624,497) – 140,999 206,887 654,167 – – (3,844) 793,297 1,354,640 – – – (5,597,962) – – –

No provision for deferred taxation has been recognised in the financial statements as there are no significant temporary differences.

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

14. PROPERTY, PLANT AND EQUIPMENT

COST At 1 January 2013 Additions Disposals At 31 December 2013 and 1 January 2014 Additions Disposals At 31 December 2014 and 1 January 2015 Written-off of property, plant and equipment At 31 December 2015 and 1 January 2016 Written-off of property, plant and equipment At 30 June 2016 DEPRECIATION At 1 January 2013 Provided for the year Eliminated on disposals At 31 December 2013 and 1 January 2014 Provided for the year Eliminated on disposals At 31 December 2014 and 1 January 2015 Provided for the year Eliminated on disposals At 31 December 2015 and 1 January 2016 Provided for the year Eliminated on disposals At 30 June 2016 CARRYING VALUE At 31 December 2013 At 31 December 2014 At 31 December 2015 At 30 June 2016	Leasehold Land and building HK$ – – – – 100,627,146 – 100,627,146 – 100,627,146 – 100,627,146 – – – – 1,087,861 – 1,087,861 2,175,722 – 3,263,583 1,087,861 – 4,351,444 – 99,539,285 97,363,563 96,275,702	Furniture, fixtures and equipment HK$ 757,437 82,156 (79,011) 760,582 – (42,447) 718,135 (5,940) 712,195 (712,195) – 580,690 64,730 (66,931) 578,489 77,302 (17,104) 638,687 56,394 (5,940) 689,141 14,533 (703,674) – 182,093 79,448 23,054 –	Total HK$ 757,437 82,156 (79,011) 760,582 100,627,146 (42,447) 101,345,281 (5,940) 101,339,341 (712,195) 100,627,146 580,690 64,730 (66,931) 578,489 1,165,163 (17,104) 1,726,548 2,232,116 (5,940) 3,952,724 1,102,394 (703,674) 4,351,444 182,093 99,618,733 97,386,617 96,275,702

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APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

15. NON-CURRENT DEPOSITS

In October 2013, The Target Group entered into agreements to purchase properties located in Hong Kong in the aggregate consideration of HK$97,745,900, and paid a deposit amounting approximately HK$27,752,000. The transactions were completed in July 2014.

16. AMOUNT DUE FROM/ (TO) A FELLOW SUBSIDIARY/THE IMMEDIATE HOLDING COMPANY/THE ULTIMATE HOLDING COMPANY

The amounts are unsecured, interest-free and repayable on demand except for the amount of HK$ 105,948,561, HK$105,948,561 and HK$27,751,841, for the years ended 31 December 2015, 2014 and 2013, respectively, which is interest-bearing at HK$ prime rate minus 1%.

17. CAPITAL COMMITMENTS

	2016	2015	2014	2013
	HK$	HK$	HK$	HK$
Capital expenditure in respect of the
acquisition of properties located in
Hong Kong contracted for but not
provided in the financial
statements	–	–	–	78,196,720

18. SHARE CAPITAL

Authorised: At 31 December 2013, 2014, 2015 and the six months ended 30 June 2016 – Ordinary Share with no par value Issued and fully paid: At 31 December 2013, 2014, 2015 and the six months ended 30 June 2016 – Ordinary Share	Number of shares 50,000 2	Share capital HK$ –
		125,298,490

19. SHARE OPTION SCHEME

Pursuant to the share option scheme of Imagi adopted on 16 August 2002 (the “2002 Scheme”) and 11 June 2012 (the “2012 Scheme”) for the primary purpose of providing incentive to employees, executives or officers, directors of Imagi or any of its subsidiaries (the “Participants”), the directors of Imagi may grant options to the Participants, to subscribe for shares for shares in Imagi at a price of not less than the higher of the closing price of Imagi’s shares on the date of grant, the average of the closing prices of Imagi’s shares on The Stock Exchange of Hong Kong Limited on the five business days immediately preceding the offer date and the nominal value of Imagi’s shares, subject to a maximum of 10% of the total number of shares in issue as at the date of approval by the shareholders of Imagi in general meetings.

There is no specific requirement that an option must be held for any minimum period before it can be exercised but the directors of Imagi are empowered to impose at their discretion ant such minimum period at the time of grant of any particular option. The period during which an option may be exercised will be determined by the directors of Imgai at their absolute discretion, save that no option may be exercised more than 10 years from the date of grant.

– 45 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

The following table discloses movements of the share options held by directors and an employee:

Grant date Vesting period Fair value of share option at grant date HK$ Former directors 13 April 2011 13/4/2011 to 12/4/2015 0.164 13/4/2011 to 12/4/2015 0.178 13/4/2011 to 12/4/2016 0.191 2 April 2012 2/4/2012 to 31/3/2015 0.053 2/4/2012 to 31/3/2015 0.059 2/4/2012 to 31/3/2015 0.067 Former employees 13 April 2011 13/4/2011 to 12/4/2015 0.160 13/4/2011 to 12/4/2015 0.175 13/4/2011 to 12/4/2016 0.187	Outstanding at 1 January 2013 and 2014 (Note a) 10,000,000 500,000 500,000 30,000,000 30,000,000 20,000,000 500,000 250,000 250,000 83,000,000	Cancelled during the years (Note b) – (500,000) (500,000) – (30,000,000) (30,000,000) – (250,000) (250,000) (51,500,000)	Forfeited during the years (1,000,000) – – (30,000,000) – – (250,000) – – (31,500,000)	Outstanding at 31 December 2014 – – – – – – – – –
				–

Exercise price for the share options are as follows:

Grant date Exercise price HK$ 13 April 2011 0.368pershare 02 April 2012 0.173pershare

Notes:

• (a) During the year ended 31 December 2014, 51,000,000 and 500,000 share options were cancelled prior to the vesting of relevant share options as a result of the resignation of directors and an employee. The impact of the revision of the estimates during the vesting period was recognized in the profit or loss, with a corresponding adjustment to amount due to ultimate holding company.

• (b) During the year ended 31 December 2014, 31,000,000 and 500,000 share options were forfeited after the vesting period due to the resignation of directors and an employee. When the share option are forfeited after the vesting date, the amount previously charged to profit or loss is credited to accumulated losses, with a corresponding adjustment to amount due to ultimate holding company.

• (c) Recognition of share-based payment expense

During the year ended 31 December 2014 and 2013, ISL recognised a net reversal of equity-settled share-based payments of HK$2,398,367 and an equity-settled share-based payment expense of HK$1,790,468, respectively, analysed as follows:

Directors’ emoluments (Note) Other staff cost Amount (credited) charged to profit or loss	2014 HK$ (2,350,586) (47,781) (2,398,367)	2013 HK$ 1,743,565 46,903
		1,790,468

– 46 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Note: One of the former directors was employed by Imagi, therefore the corresponding equity-settled share-based payments are borne by Imagi.

20. RELATED PARTY TRANSACTIONS

• (a) Type of transactions

During the year, The Target Group entered into the following transactions with related parties:

Management service income from fellow subsidiaries Interest expenses to the ultimate holding company	2016 HK$ – 845,273	2015 HK$ – 4,237,943	2014 HK$ 905,792 2,609,736	2013 HK$ 3,884,513 189,497

• (b) Related party balances

Details of Target Group’s outstanding balances with related parties are set out in the statement of financial position and note 16.

III. CONTINGENT LIABILITIES AND COMMITMENTS

The Target Group has not been able to get in contact with Mr. Shan Jiuliang (“Mr. Shan”), who is also the executive director of Imagi, since November 2015 and he was the sole director at that material time for the year ended 31 December 2015. In making their judgement, the board of directors, taking into account the legal opinion as advised by Target Group’s legal advisor, and the results from the following assessment, all liabilities, both actual and contingent, of the Target Group have been properly recorded, accounted for or disclosed in these financial statements:

• (a) In reviewing all board minutes at the material time, the board of directors has not noticed any contracts and agreements that have not been recorded or disclosed in these financial statements;

• (b) Other than those already been notified to the board of directors, the company secretary of the Target Group, who is the custodian of the company chops, has confirmed to the board of directors that there is no other incident on the usage of company chops by Mr. Shan at the material time.

• (c) Since the announcement dated 17 December 2015 made by Imagi in relation to, among others, the absence of attendance of board meetings by Mr. Shan and other directors of Imagi and the various governance issues, and the further announcement by Imagi dated 23 February 2016 to put Mr. Shan into compulsory administrative leave with the suspension of his authorities as director of Imagi, the board of directors has not been approached or notified by any parties for any potential claims, disputes or lawsuits in relation to unrecorded liabilities or commitment made by Mr. Shan on behalf of the Target Group; and

– 47 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

• (d) Based on the investigation carried out by an independent firm of forensic accounting specialists appointed by the board of director, to the best knowledge of the board of directors, there is no evidence of any agreements, guarantees or commitments being made by Mr. Shan on behalf of the Target Group which have not been brought to the attention of the board of directors.

IV. SUBSEQUENT FINANCIAL STATEMENTS

As at the date of this report, no audited consolidated financial statements have been prepared by the Target Group in respect of any period subsequent to 30 June 2016.

Yours faithfully, Elite Partners CPA Limited

Certified Public Accountants Hong Kong, 19 September 2016

Siu Edmund

Practising Certificate Number: P05333

– 48 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

PART B. MANAGEMENT DISCUSSION AND ANALYSIS ON IMAGI SERVICES LIMITED (“ISL”)

Set out below is the management discussion and analysis of Target Group business and performance for the three years ended 31 December 2013, 2014 and 2015 and the six months ended 30 June 2016. The financial information of the Target Group and its subsidiary are prepared using the accounting policies which are materially consistent with the Company. Since Cicero Capital Limited (the “ Target Company ”) was incorporated on 2 March 2016 and inactive during the Relevant Period, Hence, we only set out ISL’s financial information.

• (a) For the year ended 31 December 2013 as compared to the year ended 31 December 2012

Business Review

The other income of ISL mainly generated from management fee income and service income. The management fee income was the inter-company management fee charging for providing management service within the Imagi Group in 2013.

ISL recorded a profit for the year of approximately HK$29,986,000, as compared to the loss of approximately HK$18,039,000 in the preceding year. The profit for the year was principally attributable to management income and service income.

Administrative expenses

Our administrative expenses decreased by 23.0% from approximately HK$17,859,000 in 2012 to approximately HK$13,745,000 in 2013, primarily due to a decrease in the staff costs from approximately HK$16,352,000 in 2012 to HK$10,069,000 in 2013 and with the loss on disposal of property, plant and equipment in 2012 amount to approximately HK$2,449,000.

Share option scheme

As at 31 December 2013, those share options were granted by Imagi to a director and a staff of ISL for their service with ISL and the relevant cost and expenses of grant were booked to ISL.

Liquidity and Financial Resources

As at 31 December 2013, ISL had cash and bank balance amounting to approximately HK$357,000 (2012: HK$302,000). As at 31 December 2013, ISL’s current ratio was 0.47 (2012: approximately 0.03) which was calculated on the basis of current asset of approximately HK$40,674,000 (2012: HK$1,736,000) to current liabilities of approximately HK$86,508,000 (2012: HK$49,799,000).

During the year ended 31 December 2013, ISL current ratio had 0.47 due to other receivables which accounted for approximately HK$40,089,000 (2012: HK$57,000).

– 49 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Capital Structure

During the year ended 31 December 2013, there was no change to the share capital of ISL.

Material Acquisitions and Disposals

During the year of 2013, ISL entered into agreements to purchase properties located in Hong Kong in the aggregate consideration of approximately HK$97,746,000, and paid a deposit amounting approximately HK$27,752,000.

Contingent Liabilities

As at 31 December 2013, ISL did not have any significant contingent liabilities.

Exposure on Foreign Exchange Fluctuations

ISL’s reporting currency is Hong Kong dollar. During the year ended 31 December 2013 and 2012, all ISL’s transactions were denominated in Hong Kong dollar (“ HK$ ”). ISL did not have any exposure on foreign exchange fluctuation during the year under review.

Capital Expenditure and Capital Commitments

As at 31 December 2013, ISL had significant capital commitments in respect of the acquisition of properties located in Hong Kong of approximately HK$78,197,000.

• (b) For the year ended 31 December 2014 as compared to the year ended 31 December 2013

Business Review

The other income of ISL mainly generated from management fee income. The management fee income was the inter-company management fee charging for providing management service within the Imagi Group in 2013 and 2014.

For the year ended 31 December 2014 the other income decreased by 98% to approximately HK$906,000 as compared to approximately HK$43,874,000 in preceding year. Since the ISL did not general any service income in 2014. As a result, ISL recorded a loss for the year of approximately HK$5,679,000, as compared to the gain of approximately HK$29,986,000 in the preceding year.

– 50 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Leasehold Land and building

ISL had completed the acquisition of the property suited at Hong Kong at the 9th Floor, Global Trade Square, No. 21 Wong Chuk Hang Road, Hong Kong including 3 car parking spaces at Global Trade Square with the consideration approximately HK$100,627,000.

During the year ended 31 December 2014 and those properties had recognised as property, plant and equipment and the net carrying amount of leasehold land and building approximately HK$99,539,000

Administrative expenses

Our administrative expenses decreased by 77.8% from approximately HK$13,736,000 in 2013 to HK$3,045,000 in 2014, primarily due to a decrease in the staff costs from HK$10,069,000 in 2013 to HK$1,213,000 in 2014 as we relocated our inter-co management service to the other companies from 2014.

Share option scheme

During the year ended 31 December 2014 and 2013, ISL recognised a net reversal of equity-settled share-based payments of HK$2,398,367 and an equity-settled share-based payment expense of HK$1,790,468, respectively.

During the year ended 31 December 2014, 51,000,000 and 500,000 share options were cancelled prior to the vesting of relevant share options as a result of the resignation of directors and an employee. The impact of the revision of the estimates during the vesting period was recognised in the profit or loss, with a corresponding adjustment to amount due to ultimate holding company.

During the year ended 31 December 2014, 31,000,000 and 500,000 share options were forfeited after the vesting period due to the resignation of directors and an employee. When the share option are forfeited after the vesting date, the amount previously charged to profit or loss is credited to accumulated losses, with a corresponding adjustment to amount due to ultimate holding company.

Liquidity and Financial Resources

As at 31 December 2014, ISL had cash and bank balance amounting to approximately HK$317,000 (2012: HK$357,000). As at 31 December 2014, ISL’s current ratio was 0.012 (2013: approximately 0.47) which was calculated on the basis of current asset of approximately HK$1,557,000 (2013: HK$40,674,000) to current liabilities of approximately HK$123,067,000 (2013: HK$86,508,000).

During the year ended 31 December 2014, ISL current ratio decreased 0.458 due to the amount other receivables which decreased approximately HK$39,981,000 from approximately HK$40,090,000 in 2013 to approximately HK$108,000 in 2014.

– 51 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Capital Structure

During the year ended 31 December 2014, there was no change to the share capital of ISL.

Material Acquisitions and Disposals

During the year ended 31 December 2014, ISL purchase properties located in Hong Kong. Detail of acquisition are disclosed in the notes to the financial statements of the annual report of ISL. Except above, ISL did not acquire or dispose of any material subsidiaries and associates during the year ended 31 December 2014.

Contingent Liabilities

As at 31 December 2014, ISL did not have any significant contingent liabilities.

Exposure on Foreign Exchange Fluctuations

ISL’s reporting currency is Hong Kong dollar. During the year ended 31 December 2014 and 2013, all ISL’s transactions were denominated in Hong Kong dollar (“ HK$ ”). ISL did not have any exposure on foreign exchange fluctuation during the year under review.

Capital Expenditure and Capital Commitments

As at 31 December 2014, ISL did not have any significant capital expenditure or capital commitments.

• (c) For the year ended 31 December 2015 as compared to the year ended 31 December 2014

Business Review

During the year 2015, ISL did not general any revenue nor other income. The other gains or loss general from the waiver of other payables. As a result, ISL recorded a loss for the year of approximately HK$5,662,000, as compared to the loss of approximately HK$5,679,000 in the preceding year.

Leasehold Land and building

As at year ended 31 December 2015, the net carrying amount of leasehold land and building approximately HK$97,364,000. (2014: HK$99,539,000).

– 52 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Administrative expenses

Our administrative expenses decreased by 14.8% from approximately HK$3,045,000 in 2014 to HK$2,594,000 in 2015, primarily due to a decrease in the staff costs from HK$1,214,000 in 2014 to HK$Nil in 2015 as we relocated our inter-co management service to the other companies.

Share option scheme

During the year ended 31 December 2015, all outstanding of share options were cancelled or forfeited. As a result, the balance of the share options were nil.

Liquidity and Financial Resources

As at 31 December 2015, ISL had cash and bank balance amounting to approximately HK$232,000 (2014: HK$317,000). As at 31 December 2015, ISL’s current ratio was 0.012 (2014: approximately 0.013) which was calculated on the basis of current asset of approximately HK$1,464,000 (2014: HK$1,557,000) to current liabilities of approximately HK$126,404,000 (2014: HK$123,067,000).

During the year ended 2015, ISL ratio has no significant difference.

Capital Structure

During the year ended 31 December 2015, there was no change to the share capital of ISL.

Material Acquisitions and Disposals

During the year ended 31 December 2015, ISL did not acquire or dispose of any material subsidiaries and associates.

Contingent Liabilities

As at 31 December 2015, ISL did not have any significant contingent liabilities.

Exposure on Foreign Exchange Fluctuations

ISL’s reporting currency is Hong Kong dollar. During the year ended 31 December 2015 and 2014, all ISL’s transactions were denominated in Hong Kong dollar (“ HK$ ”). ISL did not have any exposure on foreign exchange fluctuation during the year under review.

Capital Expenditure and Capital Commitments

As at 31 December 2015, ISL did not have any significant capital expenditure or capital commitments.

– 53 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

• (d) For the period ended 30 June 2016 as compared to the year ended 31 December 2015

Business Review

During the period 2016, ISL did not general any revenue or other income. As a result, ISL recorded a loss for the period of approximately HK$2,499,000, as compared to the loss of approximately HK$3,398,000 in the six month ended 2015. The loss for the period was principally attributable to administrative expenses and finance cost of ultimate holding company.

Leasehold Land and building

As at period ended 30 June 2016, the net carrying amount of leasehold land and building approximately HK$96,276,000 (2015: HK$97,364,000).

Amount due to the ultimate holding company

The amount due by ISL to its ultimate holding company approximately HK$1,155,000 (2015: HK$126,404,000). the amount due shall be waived by the holding company on or before completion and the Target Group shall be free of such liability after completion.

Administrative expenses

Our administrative expenses increased by 27.9% from approximately HK$1,297,000 in six month ended 2015 to HK$1,653,000 in six month ended 2016, primarily due to an increase approximately HK$258,000 the rentals in respect of premises under operating leases.

Share option scheme

During the year ended 31 December 2015, all outstanding of share options were cancelled or forfeited. As a result, the balance of the share options were nil.

Liquidity and Financial Resources

As at 30 June 2016, ISL had cash and bank balance amounting to approximately HK$27,000 (2015: HK$232,000). As at 30 June 2016, ISL’s current ratio was 0.1 (2014: approximately 0.012) which was calculated on the basis of current asset of approximately HK$126,000 (2015: HK$1,464,000) to current liabilities of approximately HK$1,155,000 (2015: HK$126,404,000).

During the period ended 30 June 2016, ISL current ratio 0.088 due to the amount due from a fellow subsidiary which decreased approximately HK$1,132,000 from approximately HK$1,132,000 in 2015 to HK$Nil in 2016.

– 54 –

APPENDIX II FINANCIAL INFORMATION OF THE TARGET GROUP

Capital Structure

During the period ended 30 June 2016, ISL further allot 1 ordinary share to the Target Company, the immediately holding company of ISL with the consideration of the ordinary share approximately HK$125,298,000 and decreased approximately HK$125,249,000 of amount due to ultimate holding company.

Material Acquisitions and Disposals

During the period ended 30 June 2016, ISL did not acquire or dispose of any material subsidiaries and associates.

Contingent Liabilities

As at 30 June 2016, ISL did not have any significant contingent liabilities.

Exposure on Foreign Exchange Fluctuations

ISL’s reporting currency is Hong Kong dollar. During the period ended 30 June 2016 and year ended 31 December 2015, all ISL’s transactions were denominated in Hong Kong dollar (“ HK$ ”). ISL did not have any exposure on foreign exchange fluctuation during the year under review.

Capital Expenditure and Capital Commitments

As at 30 June 2016, ISL did not have any significant capital expenditure or capital commitments.

– 55 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The following is the text of a report, prepared for the sole purpose of inclusion in this Circular from the independent reporting accountants of the Target Company, Elite Partners CPA Limited, Certified Public Accountants.

10th Floor, 8 Observatory Road, Tsim Sha Tsui, Kowloon, Hong Kong

19 September 2016

The Board of Directors Trillion Grand Corporate Company Limited Room M1B3, 7/F, Kaiser Estate, Phase 3 No. 11 Hok Yuen Street, Hunghom, Kowloon, Hong Kong

Dear Sirs/Madam,

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information (the “ Unaudited Pro Forma Financial Information ”) of Trillion Grand Corporate Company Limited (the “ Company ”) and its subsidiaries (hereinafter collectively referred to as the “ Group ”) by the Directors of the Company for illustrative purposes only.

The Unaudited Pro Forma Financial Information consists of the unaudited pro forma consolidated statement of assets and liabilities as at 31 March 2016, the pro forma consolidated statement of comprehensive income, the pro forma consolidated cash flow statement for the year ended 31 March 2016 and related notes (the “Unaudited Pro Forma Financial Information”) as set out on pages 56 to 67 in Appendix III of the circular of the Company dated 19 September 2016 (the “Circular”), in connection with the proposed acquisition of the Target Group (the “Transaction”) by the Company. The applicable criteria on the basis of which the Directors of the Company have compiled the Unaudited Pro Forma Financial Information are described on Appendix III to the Circular.

The Unaudited Pro Forma Financial Information has been complied by the Directors of the Company to illustrate the impact of the Transaction on the Group’s financial position as at 31 March 2016 and the Group’s financial performance and cash flows for the year ended 31 March 2016 as if the Transaction had taken place at 31 March 2016 and 1 April 2015 respectively. As part of this process, information about the Group’s financial position, financial performance and cash flows has been extracted by the directors from the Group’s financial statements for the year ended 31 March 2016, on which an audit report has been published.

– 56 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

DIRECTORS’ RESPONSIBILITY FOR THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

The directors of the Company are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on Growth Enterprises Market of the Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”).

REPORTING ACCOUNTANT’S RESPONSIBILITIES

Our responsibility is to express an opinion, as required by paragraph 7.31(7) of the GEM Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owned to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus” issued by the HKICPA. This standard requires that the reporting accountant complies with ethical requirements and plans and performs procedures to obtain reasonable assurance about whether the directors of the Company have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 7.31 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

The purpose of Unaudited Pro Forma Financial Information included in the Circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 31 March 2016 or 1 April 2016 would have been as presented.

For the purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors of the Company in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

– 57 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

• the related pro forma adjustments give appropriate effect to those criteria; and

• the Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgement, having regard to the reporting accountant’s understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

OPINION

In our opinion:

• (a) the Unaudited Pro Forma Financial Information on the Enlarged Group has been properly compiled by the directors of the Company on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the pro forma adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information on the Enlarged Group as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.

Yours faithfully,

Elite Partners CPA Limited Certified Public Accountants

Hong Kong Siu Edmund

Practising Certificate Number: P05333

– 58 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

B. UNAUDITED PRO FORMA FINANCIAL INFORMATION ON THE ENLARGED GROUP

Introduction

The accompanying unaudited pro forma financial information of the Enlarged Group (the “Unaudited Pro Forma Financial Information”), has been prepared by the Directors (as defined in this circular) in accordance with Rule 7.31 of The Rules Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, for illustrative purposes only, to provide information about how the proposed Acquisition (as defined in this circular) as detailed in the “Letter from the Board” included in this circular might have affected the financial position of the Group as if the Acquisition had been completed on 31 March 2016 in respect of the unaudited pro forma statement of financial position of the Enlarged Group.

The financial year end of the Company and the Target Group are 31 March and 31 December respectively. For the purposes of the preparation of the unaudited pro forma consolidated statement of financial position of the Enlarged Group, the reporting period end follows the recently published annual report of the Company, i.e. as at 31 March 2016. For the purposes of the preparation of the unaudited pro forma consolidated statement of profit or loss and other comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Enlarged Group, the financial year follows that of the Company, i.e. from 1 April 2015 to 31 March 2016.

The Unaudited Pro Forma Financial Information including the unaudited pro forma consolidated balance sheet, the unaudited pro forma consolidated income statement, the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows of the Enlarged Group, which have been prepared based on the notes set forth below to illustrate the effect of the Acquisition as if the Acquisition had taken place on 31 March 2016 for the unaudited pro forma consolidated balance sheet, and on 1 April 2015 for the unaudited pro forma consolidated income statement, the unaudited pro forma consolidated statement of comprehensive income and the unaudited pro forma consolidated statement of cash flows.

The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company (the “Directors”) for illustrative purposes only, and because of its hypothetical nature, it may not give a true picture of the financial position of the Enlarged Group had the Acquisition been completed as at 31 March 2016 or 1 April 2015, where applicable, or any future date.

– 59 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The Unaudited Pro Forma Financial Information should be read in conjunction with other financial information included elsewhere in this circular.

• I. Unaudited pro forma consolidated statement of financial position of the Enlarged Group as at 31 March 2016

Non-current assets Property, plant and equipment Investment in a subsidiary Investment property Available-for-sale investments Total non-current assets Current assets Trade and other receivables Disposal receivables Deposit paid for acquisition of investment Deposits and prepayment Amounts due from customers for contract work Financial assets at fair value through profit or loss Bank balances and cash Total current assets Total assets	The Group as at 31 March 2016 (Audited) (note 1) HK$’000 3,949 – – 6,600 10,549 38,527 11,400 15,796 12,865 7,311 3,465 26,986 116,350 126,899	Target Group as at 30 June 2016 (Audited) (note 2) HK$’000 96,276 – – – 96,276 – – – 99 – – 26 125 96,401	Sub-total HK$’000 100,225 – – 6,600 106,825 38,527 11,400 15,796 12,964 7,311 3,465 27,012 116,475 223,300	Pro forma adjustments (note 3) (note 4) (note 5) (note 6) HK$’000 HK$’000 HK$’000 HK$’000 32,760 (129,036) 128,000 (128,000) 129,036 (128,000)	The Enlarged Group HK$’000 3,949 – 129,036 6,600
					139,585
					38,527 11,400 15,796 12,964 7,311 3,465 (100,988)
					(11,525)
					128,060

– 60 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

Current liabilities Amounts due to customers for contract work Amount due to the ultimate holding company Trade and other payables Other loan Receipts in advance Tax payable Total current liabilities Net current assets/ (liabilities) Total assets less current liabilities Non-current liabilities Bonds Total non-current liabilities Total liabilities NET ASSETS Capital and reserves Share capital Share premium and reserves	The Group as at 31 March 2016 (Audited) (note 1) HK$’000 8,619 – 86,058 – 1,269 4,397 100,343 16,007 26,556 12,296 12,296 112,639 14,260 99,351 (85,091) 14,260	Target Group as at 30 June 2016 (Audited) (note 2) HK$’000 – 1,161 – – – – 1,161 (1,036) 95,240 – – 1,161 95,240 125,298 (30,058) 95,240	Sub-total HK$’000 8,619 1,161 86,058 – 1,269 4,397 101,504 14,971 121,796 12,296 12,296 113,800 109,500 224,649 (115,149) 109,500	Pro forma adjustments (note 3) (note 4) (note 5) (note 6) HK$’000 HK$’000 HK$’000 HK$’000 (1,161) 1,161 (125,298) 30,058	The Enlarged Group HK$’000 8,619 – 87,219 − 1,269 4,397
					101,504
					(113,029)
					26,556
					12,296
					12,296
					113,800
					14,260
					99,351 (85,091)
					14,260

– 61 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

II. Unaudited pro forma consolidated statement of profit or loss and other comprehensive income of the Enlarged Group for the year ended 31 March 2016

Continuing operations Revenue Cost of services Gross profit Net (loss)/gain on change in fair value of financial assets at fair value through profit or loss Other income and gains Selling and distribution expenses Administrative expenses Other losses and expenses Finance cost Share of profit/(loss) of an associate Loss before tax Income tax expenses Loss for the year from continuing operation Discontinued operation Loss for the year from discontinued operation Loss for the year attributable to owners of the Company Other comprehensive income Exchange difference arising on translation of foreign operations Total comprehensive expenses for the year attributable to owners of the Company	The Group for the year ended 31 March 2016 (Audited) (note 7) HK$’000 63,289 (61,184) 2,105 (139) 34,684 (171) (23,406) (24,793) (8,025) 20 (19,725) (11) (19,736) (66) (19,802) 2,206 (17,596)	Target Group for the year ended 30 June 2016 (Audited) (note 8) HK$’000 – – – – – – (1,660) – (845) – (2,505) – (2,505) – (2,505) – –	Sub-total Pro forma adjustment (note 9) HK$’000 HK$’000 63,289 (61,184) 2,105 (139) 34,684 (171) (25,066) (1,000) (24,793) (8,870) 20 (22,230) (11) (22,241) (66) (22,307) 2,206 (20,101)	The Enlarged Group HK$’000 63,289 (61,184)
				2,105 (139) 34,684 (171) (26,066) (24,793) (8,870) 20
				(23,230) (11)
				(23,241)
				(66)
				(23,307) 2,206
				(21,101)

– 62 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

III. Unaudited pro forma consolidated statement of cash flow of the Enlarged Group for the year ended 31 March 2016

Operating activities Loss before tax Loss from continuing operations Loss form discontinued operation Adjustments for: Depreciation of property, plant and equipment Loss/(gain) on disposal of financial assets at fair value through profit or loss, net Loss on redemption of convertible bonds Loss/(gain) on change in fair value of – financial assets at fair value through profit or loss Property, plant and Equipment written off Finance costs Gain on disposal of subsidiaries Gain on disposal of available-for-sales investments Impairment loss recognised in respect of: – trade receivables – other receivables Interest income Imputed interest income Reversal of impairment loss in respect of: – trade receivables – other receivables Equity-settled share based payment Share of (profit)/loss of an associate Net exchange (gain)/loss	The Group for the year ended 31 March 2016 (Audited) (note 10) HK$’000 (19,725) (66) 899 22,498 116 139 – 8,216 (698) 664 1,475 40 (32) (3,897) (2,859) (25,069) 7,321 (20) (246)	Target Group for the year ended 30 June 2016 (Audited) (note 11) HK$’000 (2,505) – 1,102 – – – 9 845 – – – – – – – – – – –	Sub-total HK$’000 (22,230) (66) 2,001 22,498 116 139 9 9,061 (698) 664 1,475 40 (32) (3,897) (2,859) (25,069) 7,321 (20) (246)	Pro forma adjustment (note 9) (note 4) HK$’000 HK$’000 (1,000)	The Enlarged Group HK$’000 (23,230) (66) 2,001 22,498 116 139 9 9,061 (698) 664 1,475 40 (32) (3,897) (2,859) (25,069) 7,321 (20) (246)

– 63 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

Operating cash flows before movements in working capital Decrease in trade and other receivables Increase in deposits and prepayments Decrease in financial assets at fair value through profit or loss Decrease in amounts due from customers for contract work Increase in amounts due to customers for contract work Increase in accrual Decrease in trade and other payables Decrease in receipts in advance Decrease in amount due from a fellow subsidiary Net cash from operating activities Investing activities Proceeds from disposal of subsidiaries in prior year Proceeds from disposal of subsidiaries Proceeds from disposal of assets held for sales Proceeds from disposal of available-for-sales investments Acquisition of subsidiary Acquisition of available-for-sales investments Deposits refund from acquisition of subsidiaries Interest received Decrease in pledged bank deposits Net cash from/(used in) investing activities	The Group for the year ended 31 March 2016 (Audited) (note 10) HK$’000 (11,244) 18,832 (97) 7,900 1,468 3,825 – (5,572) (4,206) – 10,906 5,300 18,138 7,000 4,200 (465) (6,600) 8,500 32 1,457 37,562	Target Group for the year ended 30 June 2016 (Audited) (note 11) HK$’000 (549) – – – – – – – – 1,132 583 – – – – – – – – – –	Sub-total HK$’000 (11,793) 18,832 (97) 7,900 1,468 3,825 – (5,572) (4,206) 1,132 11,489 5,300 18,138 7,000 4,200 (465) (6,600) 8,500 32 1,457 37,562	Pro forma adjustment (note 9) (note 4) HK$’000 HK$’000 1,000 (127,974)	The Enlarged Group HK$’000 (12,793) 18,832 (97) 7,900 1,468 3,825 1,000 (5,572) (4,206) 1,132
					11,489
					5,300 18,138 7,000 4,200 (128,439) (6,600) 8,500 32 1,457
					(90,412)

– 64 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

APPENDIX III

Financing activities Proceeds from issue of shares Expenses on issue of shares Proceeds from issue of bonds Repayment of bank borrowings Proceeds from other loan Repayment of convertible bonds Repayment of bonds Repayment of convertible note Repayment of promissory note Interest and finance costs paid Advance to an ultimate holding company Net cash used in/ (from) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Effect of foreign exchange rate changes Cash and cash equivalents at end of the year	The Group for the year ended 31 March 2016 (Audited) (note 10) HK$’000 55,092 (2,596) 20,331 (17,798) – (10,000) (8,770) (17,651) (46,000) (695) – (28,087) 20,381 6,880 (275) 26,986	Target Group for the year ended 30 June 2016 (Audited) (note 11) HK$’000 – – – – – – – – – – (789) (789) (206) 232 – 26	Sub-total HK$’000 55,092 (2,596) 20,331 (17,798) – (10,000) (8,770) (17,651) (46,000) (695) (789) (28,876) 20,175 7,112 (275) 27,012	Pro forma adjustment (note 9) (note 4) HK$’000 HK$’000	The Enlarged Group HK$’000 55,092 (2,596) 20,331 (17,798) – (10,000) (8,770) (17,651) (46,000) (695) (789)
					(28,876)
					(107,799) 7,112 (275)
					(100,962)

– 65 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

1. The amounts are extracted from the audited consolidated statement of financial position of the Group as at 31 March 2016 as set out in the Company’s published annual report for the ended 31 March 2016.

2. The audited consolidated statement of financial positions of Target Group as at 30 June 2016 are extracted from the Accountants’ Report on Target Group as set out in Appendix II to this circular.

3. It is assumed that the consideration of HK$128,000,000 will be satisfied by cash.

4. Upon Completion of the Acquisition, the identifiable assets and liabilities of Target Group will be accounted for in the consolidated financial statements of the Enlarged Group at fair value under the acquisition method of accounting in accordance with Hong Kong Financial Reporting Standard 3 (Revised) “Business Combination” (the “HKFRS 3 (Revised)”) issued by the Hong Kong Institute of Certified Public Accountants.

The pro forma adjustments in relation to the fair value of net identifiable assets of Target Group are summarized below:

Property, plant and equipment Deposits and prepayment Cash and bank balances Amount due to the ultimate holding company	Carrying amount HK$’000 96,276 99 26 (1,161) 95,240	Fair value adjustment HK$’000 32,760 – – – 32,760	Fair value HK$’000 129,036 99 26 (1,161) 128,000

The Directors have determined the fair value of the identifiable assets and liabilities of Target Group, in particular, investment properties held by Target Group, with reference to valuation report prepared by an independent valuer, Colliers International (Hong Kong) Ltd. The valuation was carried out on a market value basis in accordance with The HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors. The market value of investment property of Target Group was approximately HK$140,000,000 as set out in the Valuation Report in Appendix IV to this Circular. On Completion, the fair value will have to be reassessed based on upcoming condition at the date of Completion.

The adjustment also includes consolidation entries for the elimination of investment cost, share capital and reserve of the Target Group.

– 66 –

APPENDIX III UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

For the purpose of the Unaudited Pro Forma Financial Information, the directors have assessed whether there is any indication of impairment in respect of the assets with reference to the principles in Hong Kong Accounting Standard 36 “Impairment of Assets”. Based on the directors’ assessment, the directors consider that there is no indication of impairment on the assets.

An analysis of the cash flows in respect of the Acquisition is as follows:

Cash consideration (note 4) Bank balance and cash acquired Net cash flows arising on the Acquisition	HK$’000 (128,000) 26 (127,974)

1. The adjustment represents the reclassification from property, plant and equipment to investment property subsequent to the Acquisition of Target Group, as the Directors are of the view that the properties was proposed to be used for investment purpose.

2. The adjustment represents the reclassification from amount due to the ultimate holding company to other payables.

3. The amounts are extracted from the audited consolidated statement of profit or loss and other comprehensive income of the Group as at 31 March 2016 as set out in the Company’s published annual report for the ended 31 March 2016.

4. The audited consolidated statement of profit or loss and other comprehensive income of Target Group as at 30 June 2016 are extracted from the Accountants’ Report on Target Group as set out in Appendix II to this circular.

5. The adjustment represents the estimated legal and professional fees and other expenses of approximately HK$1,000,000 payable by the Company which is directly attributable to the Acquisition.

6. The amounts are extracted from the audited consolidated statement of cash flow of the Group as at 31 March 2016 as set out in the Company’s published annual report for the ended 31 March 2016.

7. The audited consolidated statement of cash flow of Target Group as at 30 June 2016 are extracted from the Accountants’ Report on Target Group as set out in Appendix II to this circular.

8. Apart from the above, no other adjustments have been made to reflect any trading result or other transactions of the Group and the Target Group entered into subsequent to 31 March 2016. Unless otherwise stated, the adjustments above were not expected to have a continuing effect on the Enlarged Group.

– 67 –

VALUATION REPORT OF THE PROPERTY

APPENDIX IV

The following is the text of a letter and a valuation certificate prepared for the purpose of incorporation in this circular received from Colliers International (Hong Kong) Limited, an independent valuer, in connection with its valuation as at 31 July 2016 of the Property to be acquired by the Group. Terms defined in this appendix applies to this appendix only.

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19 September 2016

The Board of Directors

Trillion Grand Corporate Company Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Dear Sirs,

INSTRUCTIONS, PURPOSE AND VALUATION DATE

We refer to your instructions for us to assess the Market Value of the property (the “Property”) in Hong Kong to be acquired by Trillion Grand Corporate Company Limited (the “Company”) and its subsidiaries (hereinafter together referred to as the “Group”). We confirm that we have carried out inspection, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of value of the Property as at 31 July 2016 (the “Valuation Date”).

VALUATION STANDARDS

The valuation has been prepared in accordance with the requirements set out in the Rules Governing the Listing of Securities on the Growth Enterprise Market issued by The Stock Exchange of Hong Kong Limited including but not limited to the provision of Chapter 8; the International Valuation Standards (2013) published by the International Valuation Standards Council effective from 1 January 2014; and The HKIS Valuation Standards (2012 Edition) published by The Hong Kong Institute of Surveyors effective from 1 January 2013.

– 68 –

VALUATION REPORT OF THE PROPERTY

APPENDIX IV

VALUATION BASIS

Our valuation has been undertaken on the basis of the Market Value of the Property in its existing state, assuming sale with the benefit of immediate vacant possession and it is free from any encumbrances, as at the Valuation Date. Market Value is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

VALUATION ASSUMPTIONS

Our valuation has been made on the assumption that the owner sells the Property on the open market without the benefit of deferred terms contracts, leasebacks, joint ventures, or any similar arrangements which would affect its value.

No allowances have been made in our valuation for any charges, mortgages or amounts owing neither on the Property nor for any expenses or taxes which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the Property is free from encumbrances, restrictions and outgoings of an onerous nature which could affect their values.

As the Property is held under long term leasehold interest, we have assumed that the owner has free and uninterrupted rights to use the Property for the whole of the unexpired term of the land tenure.

We have assumed that the areas shown on the documents and/or official plans handed to us by the Group are correct. All documents and contracts have been used as reference only and all dimensions, measurements and areas are approximations. No on-site measurement has been taken.

VALUATION METHODOLOGY

We have adopted the Market Approach by making reference to comparable sale transactions as available in the relevant markets. Each comparable is analyzed and compared with the subject on the basis of its unit price and where there is a difference, the unit price is adjusted in order to arrive at the appropriate unit price for the subject.

SITE INSPECTION

We have inspected the exterior and, where possible, the interior of the Property. However, no structural survey has been made, but in the course of our inspection, we did not note any serious defects. We are not, however, able to report whether the Property are free of rot, infestation or any other structural defects. No tests were carried out on any of the services.

– 69 –

VALUATION REPORT OF THE PROPERTY

APPENDIX IV

INFORMATION SOURCES

We have relied to a considerable extent on the information and documents provided by the Group, in particular but not limited to, the identification of the Property, the particulars of occupancy and all other relevant matters. We have no reason to doubt the truth and accuracy of the information provided by the Group. We have also sought confirmation from the Group that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view and we have no reason to suspect any material information has been withheld.

TITLE INVESTIGATION

We have made enquires and relevant searches at the Hong Kong Land Registry. However, we have not searched the original documents nor verified the existence of any amendments, which do not appear in the documents available to us. All documents have been used for reference only.

CURRENCY

Unless otherwise stated, all monetary figures stated in this report are in Hong Kong Dollar (HKD).

The valuation certificate is attached hereto.

Yours faithfully,

For and on behalf of

Colliers International (Hong Kong) Ltd.

Vincent Cheung

BSc(Hons) MBA FRICS MHKIS RPS(GP) Executive Director Valuation & Advisory Services – Asia

Note:

Vincent Cheung holds a Master of Business Administration and he is a Registered Professional Surveyor with over 19 years’ experiences in real estate industry and assets valuations sector. His experience on valuations covers Hong Kong, Macau, Taiwan, South Korea, Mainland China, Vietnam, Cambodia and other overseas countries. He is a fellow member of the Royal Institution of Chartered Surveyors and a member of The Hong Kong Institute of Surveyors. He is one of the valuers on the “list of property valuers for undertaking valuation for incorporation or reference in listing particulars and circulars and valuations in connection with takeovers and mergers” as well as a Registered Business Valuer of the Hong Kong Business Valuation Forum.

– 70 –

VALUATION REPORT OF THE PROPERTY

APPENDIX IV

VALUATION CERTIFICATE

Property to be Acquired by the Group for Investment in Hong Kong

			Market Value in
		Particulars of	Existing State as at
Property	Description and Tenure	Occupancy	31 July 2016
			HKD
9th Floor and Car	The Property comprises an office floor on	The Property is	140,000,000
Park Nos. 109, 110	9th Floor and three car parking spaces on	currently vacant.	(One Hundred and
& 111, Global	1st Floor of a 32-storey office building.		Forty Million)
Trade Square, No.
21 Wong Chuk	According to our scale-off measurement of		100% interest to be
Hang Road, Hong	the approved building plans, the saleable		attributable to the
Kong	area of the office floor is approximately		Group
	7,906 square feet.		post-acquisition:
(746/19000 shares
of and in the	The Property is situated on the Remaining		140,000,000
subject lot)	Portion of Aberdeen Inland Lot No. 453,		(One Hundred and
	which is held under Conditions of		Forty Million)
	Exchange No. 20115 for a term of 50 years
	commencing from 14 October 2010.

Notes:

1. The Property is inspected by Vincent Cheung MHKIS FRICS RPS(GP) on 6 July 2016.

2. The valuation of the Property was prepared by Kit Cheung MHKIS MRICS RPS(GP) under the supervision of Vincent Cheung MHKIS FRICS RPS(GP) .

3. The details of the current land search records of the Property dated 28 July 2016 are summarized below:

Item Details

Registered Owner: Imagi Services Limited Major Encumbrances: Deed of Mutual Covenant and Management Agreement with plans in favour of CBRE LIMITED as manager dated 2 Jul 2014, registered vide Memorial No. 14071602010028 Government Rent: the annual Government Rent of the Property is 3% of the rateable value from time to time of the subject lot.

1. The Property is situated on the Remaining Portion of Aberdeen Inland Lot No. 453 which is held under Condition of Exchange No. 20115. The salient conditions are summarized below:

Item Details

Tenure: 50 years commencing from 14 October 2010 Site Area: 1,328.3 square metres Use: The lot or any part thereof or any building or part of any building erected or to be erected thereon shall not be used for any purpose other than for non-industrial (excluding residential, hotel, petrol filling station and godown) purposes.

1. The Property falls within an area zoned as “Other Specific Uses (Business (2))” under Draft Aberdeen & Ap Lei Chau Outline Zoning Plan No. S/H15/30 exhibited on 24 December 2015.

2. According to the occupation permit No. HK30/2013(OP) of the subject building, the subject building was completed in about 2013.

– 71 –

GENERAL INFORMATION

APPENDIX V

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Interest of directors

As at Latest Practicable Date, no long positions of Directors and chief executive in the underlying shares of equity derivatives and debentures of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

During the period under review, no short positions of the Directors and chief executive in the shares, underlying shares of equity derivatives and debentures of the Company and its associated corporations were recorded in the register or as otherwise notified to the Company and the Stock Exchange pursuant to Rule 5.46 of the GEM Listing Rules.

Save as disclosed above, as at Latest Practicable Date, none of the Directors or chief executive of the Company or their respective associates had any interests or short positions in the shares, underlying shares of equity derivative and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required to be kept under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the minimum standards of dealing by the Directors of listed issuers as referred to in Rule 5.46 of the GEM Listing Rules.

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group since 31 March 2016, the date to which the latest published audited financial statements of the Group were made up.

– 72 –

GENERAL INFORMATION

APPENDIX V

Substantial shareholders

So far as is known to the Directors, as at Latest Practicable Date, the person (other than a director or chief executive of the Company) who have interests or short position in the shares or 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 or who is, directly or indirectly, to be interested in 5% 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, were as follows:

			Approximate
		Number of	percentage of
Name of the shareholder	Capacity	shares held	shareholding
			(note 1)
Mr. Chu Chun Piu	Beneficial owner	5,714,285	5.75%

Note:

1. As at 30 June 2016, the issued share capital of the Company was 99,351,565 shares.

3. QUALIFICATIONS AND CONSENTS OF EXPERTS

The following are the qualifications of the experts who have given opinions or advice which are contained in this circular:

Name	Qualification
Elite Partners CPA Limited	Certified Public Accountants
Colliers International (Hong	Professional valuer
Kong) Limited

Each of the above experts has given and confirmed that it has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter, report, advice, opinion and/or references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, each of the above experts did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group.

As at the Latest Practicable Date, each of above experts did not have any interest, either directly or indirectly, in any assets which have been since 31 March 2016 (being the date to which the latest published audited consolidated financial statements of the Company were made up) acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

– 73 –

GENERAL INFORMATION

APPENDIX V

4. LITIGATION

On 19 February 2016, the Company has been served with a sealed copy of the Writ of Summons (the “ Writ ”) issued by one of the two parties sued in the Injunction Proceedings (the “ Plaintiff ”). Under the statement of claim endorsed on the Writ, the Plaintiff claims against the Company for a total sum of HK$16,600,000 allegedly due on the dishonoured cheques issued by the Company and interest thereon. The Company believes that it has strong merits in defending the Plaintiff’s claims and in counter-claiming such alleged debts are void and unenforceable. Therefore, the Company will vigorously contend the Plaintiff’s claims and will seek legal advice to take all appropriate steps in the legal proceedings to safeguard the Company’s interest.

Save as disclosed above, so far as the Directors are aware, neither the Group nor the Target Group was engaged in any litigation or arbitration of material importance and no litigation or arbitration of material importance was pending or threatened against the Company or ay of its subsidiaries as at the Latest Practicable Date.

5. DIRECTORS’ INTERESTS IN SERVICE CONTRACTS

As at Latest Practicable Date, Mr. Tam Kwok Leung, Mr. Lau Kelly and Mr. Leung Chung Nam being the executive Directors of the Company; and Dr. Wan Ho Yuen, Terence, Ms. Yeung Mo Sheung, Ann, and Mr. Hau Chi Kit, being the independent non-executive Directors of the Company, have entered into service contracts with the Company for an initial term of three years commencing from their dates of appointment, and their employments are subject to the rotation requirements under the articles of association of the Company.

As at Latest Practicable Date, Mr. Jim Ka Man being the non-executive Director of the Company, has entered into service contract with the Company for an initial term of one year commencing from his date of appointment, and his employment is subject to the rotation requirements under the articles of association of the Company.

Saved as disclosed above, as at the Latest Practicable Date, none of the Directors had any existing or was proposing to enter into any service contracts with the Company or any member of the Group (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)).

6. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or management shareholder or their respective associates had any business or interest which competes or may compete with the business of the Group, or have or may have any other conflicts of interest with the Group.

– 74 –

GENERAL INFORMATION

APPENDIX V

7. MATERIAL CONTRACTS

As at the Latest Practicable Date, the following contracts (not being contracts entered into in the ordinary course of business) had been entered into by members of the Enlarged Group within the two years immediately preceding the date of this circular and are or may be material:

1. The Sale and Purchase Agreement as described in the section headed “MAJOR TERMS OF THE SALE AND PURCHASE AGREEMENT” in the Letter from the Board in this Circular.

2. Placing agreement dated 18 July 2016 made between the Company and China Times Securities Limited relating to the placing of 19,870,313 new shares at HK$0.57 per share.

3. Rescission agreement dated 20 January 2016 made between Sage Choice Inc. and Sharp Aim Limited in relation to the rescission of the sale and purchase of 13 shares in Galaxy Automotive MS Inc.

4. Sale and purchase agreement dated 20 January 2016 made between Sage Choice Inc. and Sharp Aim Limited in relation to the disposal of 6 shares in Galaxy Automotive MS Inc. at the consideration of HK$5,600,000.

5. Sale and purchase agreement dated 24 December 2015 made between Trend Brilliant Limited and Nation Wealth Holdings Limited in relation to the disposal of 100% issued share capital of Fullmark Management Limited at the consideration of HK$17,000,000.

6. Sale and purchase agreement dated 21 December 2015 made between Sage Choice Inc. and Mr. Ip Po Ki in relation to the disposal of 100% issued share capital of Wilco Printing Co., Limited at the consideration of HK$1,611,395.

7. Placing agreement dated 16 November 2015 made between the Company and Win Wind Securities Limited relating to the placing of 135,724,862 new shares at HK$0.1 per share.

8. Agreement dated 6 October 2015 made between Sage Choice Inc. and Sharp Aim Limited in relation to the acquisition of 19 shares in Galaxy Automotive MS Inc. at the consideration of HK$17,328,000.

9. Placing agreement dated 23 July 2015 made between the Company and HEC Securities Limited relating to the placing of 216,644,771 new shares at HK$0.085 per share.

10. Underwriting agreement dated 17 June 2015 made between the Company and Freeman Securities Limited in relation to the open offer on the basis of 1 offer share for every 2 shares in issue at the subscription price of HK$0.05 per offer

– 75 –

GENERAL INFORMATION

APPENDIX V

share, as amended by the supplemental underwriting agreement dated 14 July 2015 and the second supplemental underwriting agreement dated 12 August 2015, which was terminated on 29 October 2015.

1. Agreement dated 28 April 2015 made between Sage Choice Inc. and Ms. Fung Kar Chung in relation to the acquisition of 100% Wilco Printing Co., Limited at the consideration of HK$1,537,029.

2. Settlement agreement dated 28 November 2014 made between the Company and Gold Tycoon Limited in relation to the settlement of HK$25 million.

8. MATERIAL ADVERSE CHANGE

As disclosed in the announcement made by the Company dated 1 August 2016, the Group was expected to record net losses attributable to owners of the Company for the three months ended 30 June 2016, as compared to a net profit in the corresponding period in 2015. The losses were mainly due to the realised and unrealised loss from investments of trading securities and there is no recovery of impairment losses recognised in the past as compared to the corresponding period in 2015. For more details in relation to the profit warning, please refer to the announcement made by the Company dated 1 August 2016. For details in relation to the net loss, please refer to the first quarterly report of the Group for the three months ended 30 June 2016 published on 10 August 2016.

Other than the above, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2016 (being the date to which the latest published audited consolidated financial statements of the Group were made up).

9. AUDIT COMMITTEE

As at the Latest Practicable Date, the audit committee of the Board comprised three independent non-executive Directors, namely, Dr. Wan Ho Yuen, Terence, Ms. Yeung Mo Sheung, Ann and Mr. Hau Chi Kit. The audit committee of the Board is chaired by Dr. Wan Ho Yuen, Terence. The background, directorship and past directorship (if any) of each of the members of the audit committee of the Board are set out below.

Dr. Wan Ho Yuen, Terence, aged 48, was appointed as an independent non-executive Director on 31 December 2015. He is currently the director of an accounting firm based in Hong Kong and an independent non-executive Director of Union Asia Enterprise Holdings Limited (Formerly known as Pan Asia Mining Limited), a company listed on the GEM of the Stock Exchange (stock code: 8173) since November 2015. Dr. Wan was an independent non-executive Director of China Railsmedia Corporation Limited, a company listed on the Main Board of the Stock Exchange (stock code: 745) from 17 January 2014 to 8 April 2015. Dr. Wan obtained a bachelor of law degree from Tsing Hua University, the PRC in January 2004; and a doctorate degree of philosophy in business administration from Bulacan State University, Philippines in May 2006. Dr. Wan is a certified public accountant (Practicing) of

– 76 –

GENERAL INFORMATION

APPENDIX V

Hong Kong Institute of Certified Public Accountants. Dr. Wan has over 10 years of experiences in taxation advisory, business management and accounting with several professional accounting firms and companies.

Ms. Yeung Mo Sheung, Ann, aged 51, was appointed as an independent non-executive Director on 1 March 2016. She is presently a solicitor of Messrs. Wong & Wong Lawyers, a legal firm in Hong Kong. She is currently an independent nonexecutive director of E Lighting Group Holdings Limited (stock code: 8222) and Merdeka Financial Services Group Limited (stock code: 8163), all being companies whose shares are listed on the GEM of the Stock Exchange. She is also currently an independent non-executive director of Success Universe Group Limited (stock code: 487), whose shares are listed on the Main Board of the Stock Exchange. During the past three years, she was an independent non-executive director of Hao Wen Holdings Limited (stock code: 8019) from January 2011 to July 2014, whose shares are listed on the GEM of the Stock Exchange and Dejin Resources Group Company Limited (stock code: 1163) from September 2013 to August 2015, whose shares are listed on the Main Board of the Stock Exchange. She holds a Bachelor degree of Retail Marketing with honours from the Manchester Metropolitan University in the United Kingdom and a Diploma in Marketing from The Chartered Institute of Marketing. She pursued her further study on legal course and has been awarded a Diploma in Legal Practice from the Manchester Metropolitan University in the United Kingdom in 1998. She has over 16 years of experience in legal field in private practise working with various law firms in Hong Kong.

Mr. Hau Chi Kit, aged 44, was appointed as an independent non-executive Director on 4 March 2016. He is currently an independent non-executive director of China Zenith Chemical Group Limited (stock code: 362) and eForce Holdings Limited (stock code: 943), all being companies whose shares listed on the Main Board of the Stock Exchange. Mr. Hau is a solicitor. He was a barrister-at-law in private practice in Hong Kong from 2001 to 2008. Prior to becoming a barrister, Mr. Hau worked at the Securities and Futures Commission. During the past three years, he was an independent non-executive director of CNC Holdings Limited (stock code: 8356) from May 2011 to May 2015 and Celebrate International Holdings Limited (stock code: 8212) from May to November 2015, all being companies whose shares listed on the GEM of the Stock Exchange.

10. GENERAL

• (a) The company secretary of the Company is Mr. Chung Man Wai, Stephen. Mr. Chung is a member of Hong Kong Institute of Certified Public Accountants.

• (b) The compliance officer of the Company is Mr. Lau Kelly. Mr. Lau has worked with the Hong Kong Police Force for twelve years receiving commendations from Secretary of Civil Service and Secretary of Home Affairs for highly rated performances during his tenure. Mr. Lau has worked with Easy Finance Limited as Principal Consultant from 1 May 2011 to 31 October 2015 responsible for all regulatory and legal compliances.

• (c) The registered office of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111, Cayman Islands.

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GENERAL INFORMATION

APPENDIX V

• (d) The head office and principal place of business of the Company in Hong Kong is situated at M1B3, 7/F, Kaiser Estate, Phase 3 No. 11 Hok Yuen Street Hunghom, Kowloon, Hong Kong

• (e) The principal share registrar of the Company is Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong

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

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any weekday (public holidays excluded) at the head office and principal place of business of the Company in Hong Kong at M1B3, 7/F, Kaiser Estate, Phase 3 No. 11 Hok Yuen Street Hunghom, Kowloon, Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) this circular;

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

• (c) the annual reports of the Company for the last three years ended 31 March 2016;

• (d) the financial report of the Target Group for the three years ended 31 December. The text of which is set out on pages 23 to 55 of this circular;

• (e) the accountants’ report from Elite Partners CPA Limited in respect of the unaudited pro forma financial information of the Enlarged Group as set out on pages 56 to 67 of this circular;

• (f) the valuation report of the Property from the Independent Property Valuer, the text of which is set out on pages 68 to 71 of this circular;

• (g) the material contracts referred to in the section headed “Material Contracts” in this appendix; and

• (h) the written consents of the experts as referred to in the section headed “Qualifications and Consents of Experts” in this appendix.

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NOTICE OF EGM

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Trillion Grand Corporate Company Limited 萬泰企業股份有限公司

(Formerly known as Tai Shing International (Holdings) Limited) (Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Trillion Grand Corporate Company Limited (formerly known as Tai Shing International (Holdings) Limited) (the “ Company ”) will be held at Tai Chi Room, 38/F, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Wednesday, 5 October 2016 at 9:00 a.m. to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

“ THAT

• (a) the conditional Sale and Purchase Agreement (as defined in the circular dated 19 September 2016 despatched to the shareholders of the Company), a copy of which has been produced to this meeting and signed by the chairman hereof marked “A” for the purpose of identification, and all transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one director or, if the affixation of the common seal of the Company is necessary, any one Director and the company secretary of the Company or any two Directors or such other person (including a director) or persons as the Board may appoint be and is/are hereby authorised for and on behalf of the Company to approve and execute all documents, instruments and agreements and to do such acts or things deemed by him/her/them to be incidental to, ancillary to or in connection with the matters contemplated in or related to the Sale and Purchase Agreement and transactions contemplated thereunder or incidental thereto and completion thereof as he/she/they may consider necessary, desirable or expedient.”

By order of the Board of Trillion Grand Corporate Company Limited Lau Kelly Executive Director

Hong Kong, 19 September 2016

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NOTICE OF EGM

Registered Office: Head office and principal place Cricket Square of business in Hong Kong: Hutchins Drive, P.O. Box 2681 M1B3, 7/F. Grand Cayman KY1-1111 Kaiser Estate, Phase 3 Cayman Islands No. 11 Hok Yuen Street Hunghom, Kowloon Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the EGM or any adjourned meeting is entitled to appoint a person or persons as his proxy or proxies to attend and, on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

2. To be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting, and in default thereof the form of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the meeting, and in such event the instrument appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the Board comprises the following Directors:

Executive Directors:

Mr. Lau Kelly (Chief Executive Officer) Mr. Leung Chung Nam Mr. Tam Kwok Leung

Non-executive Director:

Ms. Jim Ka Man

Independent Non-executive Directors:

Dr. Wan Ho Yuen, Terence

Ms. Yeung Mo Sheung, Ann Mr. Hau Chi Kit

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the page of “Latest Company Announcement” on the GEM website for at least 7 days from the date of its postings and on the website of the Company at http://www.trilliongrand.com.

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