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Huscoke Holdings Limited Proxy Solicitation & Information Statement 2008

Sep 16, 2008

49409_rns_2008-09-16_c358609a-45f1-4aca-b13c-3a32ea3b9a3f.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Huscoke Resources Holdings Limited (formerly known as Frankie Dominion International Limited), you should at once hand this circular and the enclosed form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or registered institution or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

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HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有公司

(formerly known as Frankie Dominion International Limited)

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

website: http://www.frankiedominion.com

(i) MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF BIG FIELD (B.V.I.) LIMITED;

AND

(ii) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting to be held at Annapurna Room, Pacific Place Conference Centre, 5/F., One Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on Monday, 6 October 2008 (or any adjournment thereof) is set out on pages SGM-1 to SGM-2 of this circular. Form of proxy for use in the special general meeting is enclosed. Whether or not you propose to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the special general meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting thereof, should you so desire.

17 September 2008

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Sale and Purchase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Information on the Target Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Reasons for the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Possible financial effects of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Financial and trading prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Implication from the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Appendix I

Financial information on the Group . . . . . . . . . . . . . . . . . . . . . .
I-1
Appendix II

General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
II-1
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1

DEFINITIONS

In this circular, unless the context otherwise requires, the following terms or expressions shall have the meanings set out below:

“Announcement” the announcement of the Company dated 27 August 2008 in relation to the Disposal

  • “Associate(s)” has the meaning given to that term in the Listing Rules

“Bigfield Goldenford” Bigfield Goldenford Holdings Limited, a company incorporated in Hong Kong with limited liability and is wholly-owned by the Group

  • “Board” the board of Directors

“Business Day” a day (other than Saturday and Sunday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

“Closing Conditions” the conditions of the Sale and Purchase Agreement as set out in the paragraph headed “Closing Conditions” in the circular

“Coal-related Ancillary businesses of coal washing service, electric power Businesses” generation, transport services in respect of coal and other ancillary materials and generation of heat to be owned by the Group upon the completion of the Second Previous Acquisition

“Coal Processing Business” businesses of coal chemical-processing and other ancillary services to be carried out by the Group upon completion of the Third Previous Acquisition

“Company” Huscoke Resources Holdings Limited 和嘉資源控股 有限公司 (formerly known as “Frankie Dominion International Limited”), a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange “Completion” the completion of the Disposal “connected person(s)” has the meaning given to that term in the Listing Rules “Consideration” the consideration of HK$36 million for the Disposal “Directors” directors of the Company “Disposal” the disposal of the Sale Shares by the Vendor to the Purchaser pursuant to the Sale and Purchase Agreement

1

DEFINITIONS

“Enlarged Group”

“Enlarged Group” the Group as enlarged by the Second Previous Acquisition and the Third Previous Acquisition “First Previous Acquisition” the acquisition of the entire issued share capital in, and certain shareholders loan to Pride Eagle by the Rich Key from Mr. Wu pursuant to the First Previous Acquisition Agreement

  • “First Previous Acquisition an agreement dated 11 January 2008 and made among Agreement” Mr. Wu as vendor, Rich Key as purchaser and the Company as warrantor of the purchaser in relation to the First Previous Acquisition and the Second Previous Acquisition, particulars of which were included in a circular dated 20 March 2008 and issued by the Company

  • “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

  • “ Huscoke Coal Chemical” Huscoke Coal Chemical Group Limited (和嘉煤化工 集團有限公司), a company incorporated in Hong Kong with limited liability, which is currently beneficially owned by Mr. Wu through Oden Group Limited and will become an indirectly wholly-owned subsidiary of the Company upon completion of the Third Previous Acquisition

  • “Huscoke Investment” Huscoke International Investment Limited, a company incorporated in Hong Kong with limited liability which is currently beneficially owned by Mr. Wu through Joy Wisdom and which will become a wholly-owned subsidiary of the Company upon the completion of the Second Previous Acquisition

  • “Joy Wisdom” Joy Wisdom International Limited, a company incorporated in the British Virgin Islands with limited liability which is currently beneficially owned by the Mr. Wu and will become a wholly-owned subsidiary of the Company upon the completion of the Second Previous Acquisition

  • “Latest Practicable Date” 12 September 2008, being the latest practicable date before the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular

2

DEFINITIONS

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

  • “Longstop Date” 30 November 2008 or such later date as the Vendor and the Purchaser may agree in writing

  • “Mr. Wu” Mr. Wu Jixian, the vendor under the First Previous Acquisition Agreement and the Second Previous Acquisition Agreement and an executive Director since 1 June 2008

  • “Pride Eagle” Pride Eagle Investments Limited, a company incorporated in the British Virgin Islands with limited liability which has become a wholly-owned subsidiary of the Company upon completion of the First Previous Acquisition on 16 May 2008

  • “Promissory Note(s)” the promissory note(s) in the principal amount of HK$100 million, which was issued by Rich Key Enterprises Limited to Mr. Wu as partial settlement of the consideration of the First Previous Acquisition and which may be issued to Mr. Wu for partial settlement of the consideration of the Second Previous Acquisition

  • “Purchaser” Speedway International Investment Limited “Rich Key” Rich Key Enterprises Limited, an indirectly whollyowned subsidiary of the Company

  • “Sale and Purchase Agreement” the conditional sale and purchase agreement dated 25 August 2008 entered into between the Vendor and the Purchaser in relation to the Disposal

  • “Sale Shares” being such number of shares as shall represent the entire issued share capital in the Target Company at Completion

  • “Second Previous Acquisition” the acquisition of the entire issued share capital in, and certain shareholders loan to, Joy Wisdom, by the Rich Key from Mr. Wu pursuant to the First Previous Acquisition Agreement

  • “Second Previous Acquisition an agreement dated 21 April 2008 and made among Agreement” Mr. Wu as vendor, Rich Key as purchaser, and the Company as warrantor of the purchaser in relation the Third Previous Acquisition at an consideration of HK$2,400 million, particulars of which were included in a circular dated 30 June 2008 and issued by the Company

3

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
“SGM” the special general meeting to be convened and held
by the Company for considering, and if thought fit,
approving, among other things, the Sale and Purchase
Agreement and the transactions contemplated thereby
“Share(s)” ordinary shares of HK$0.10 each in the share capital
of the Company
“Shareholder(s)” holder(s) of the Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Target Company” Big Field (B.V.I.) Limited, a company incorporated in
British Virgin Islands with limited liability
“Target Group” the Target Company and its subsidiary, Bigfield
Goldenford
“Third Previous Acquisition” the proposed acquisition of the entire issued share
capital in, and certain shareholders loan to, Oden
Group Limited, by Rich Key from Mr. Wu pursuant to
the Second Previous Acquisition Agreement
“Tranche 1 Bonds” the convertible bonds in principal amount of HK$1,100
million issued by the Company on 16 May 2008 to Mr.
Wu pursuant to the First Previous Acquisition
Agreement
“Tranche 2 Bonds” the convertible bonds in principal amount of HK$1,100
million to be issued by the Company upon completion
of the Second Previous Acquisition
“Tranche 3 Bonds” the convertible bonds in the principal amount of
HK$2,400 million to be issued by the Company upon
completion of the Third Previous Acquisition
“Vendor” Frankie Dominion (BVI) Company Limited, an
indirectly wholly-owned subsidiary of the Company
“%” per cent.

4

LETTER FROM THE BOARD

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HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有公司

(formerly known as Frankie Dominion International Limited)

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

website: http://www.frankiedominion.com

Executive Directors: Mr. Lam Po Kwai, Frankie (Chairman) Mr. Chim Kim Lun, Ricky Mr. Cheng Kwok Hing, Andy Mr. Wu Jixian Mr. Li Baoqi

Independent Non-executive Directors: Mr. Lam Hoy Lee, Laurie Mr. Wan Hon Keung Mr. Sun Tak Keung

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

Principal Office in Hong Kong: Room 4205 Far East Finance Center 16 Harcourt Road Admiralty Hong Kong

17 September 2008

To the Shareholders

Dear Sir/Madam,

(i) MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF BIG FIELD (B.V.I.) LIMITED; AND

(ii) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

On 25 August 2008 (after the trading hours), the Vendor, being an indirectly whollyowned subsidiary of the Company, and the Purchaser entered into the Sale and Purchase Agreement, pursuant to which the Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Shares at a consideration of HK$36 million in accordance with the terms and conditions as set out in the Sale and Purchase Agreement.

5

LETTER FROM THE BOARD

The purpose of this circular is to provide you with, amongst other things, further details of (i) the Disposal; and (ii) a notice of the SGM.

THE SALE AND PURCHASE AGREEMENT

Date:

25 August 2008 (after the trading hours)

Parties:

  • Vendor : Frankie Dominion (BVI) Company Limited, an indirectly wholly-owned subsidiary of the Company

Purchaser : Speedway International Investment Limited

The Directors confirm that, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry: (i) the Purchaser is an investment holding company incorporated in the British Virgin Islands and no business has been carried out by the Purchaser prior to the entering into the Sale and Purchase Agreement; and (ii) the Purchaser and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

Assets to be acquired

Pursuant to the Sale and Purchase Agreement, the Vendor has agreed to sell and the Purchaser has agreed to purchase the Sale Shares, being the entire issued share capital of the Target Company at Completion subject to the terms and conditions as set out in the Sale and Purchase Agreement.

The information regarding the Target Group is set out in the paragraph headed “Information on the Target Group” below.

Consideration and terms of payment

The consideration of HK$36 million which shall be paid by the Purchaser to the Vendor in cash as follows:

  • (a) HK$1.8 million, representing 5% of the Consideration (“Earnest Money”), upon the signing of the Sale and Purchase Agreement ; and

  • (b) HK$34.2 million, being the remaining balance of the Consideration, upon the Completion.

Where Completion:

  • (a) takes place in accordance with the terms and conditions of the Sale and Purchase Agreement, the Earnest Money in its entirety shall be kept by the Vendor, which shall be applied to satisfy payment of the Consideration; or

6

LETTER FROM THE BOARD

  • (b) does not take place as a result of or in connection with (i) any of the conditions of the Sale and Purchase Agreement not being satisfied nor waived, or (ii) the default on the part of the Vendor, or (iii) due to factors which are not caused by default of either party, the Earnest Money already received from the Purchaser (without interest) shall be refunded by or on behalf of the Vendor to the Purchaser within 10 Business Days from the Longstop Date; or

  • (c) does not take place as a result of or in connection with the default on the part of the Purchaser, the Earnest Money shall be forfeited by the Vendor as liquidated damages.

If Completion does not take place as a result of or in connection with the default on the part of the Vendor (otherwise than the fulfillment of the condition (a) as set out in the following paragraph headed “Closing Conditions”) while there is not any default on the part of the Purchaser, the Vendor shall, in addition to repayment of the Earnest Money to the Purchaser, pay an amount equal to the Earnest Money to the Purchaser as liquidated damages within 10 Business Days from the Longstop Date.

The Consideration was determined after arm’s length negotiation with reference to the unaudited consolidated net assets value of the Target Group as at 30 June 2008, which amounted to approximately HK$35.6 million.

Closing Conditions

The sale and purchase of the Sale Shares shall be conditional upon all the following Closing Conditions being fulfilled (or, where applicable, waived) at or before 5:00 p.m. on the Longstop Date:

  • (a) (where applicable) the compliance by the Company of (or, as the case may be, obtaining of waiver from) any requirement under the Listing Rules (including without limitation the obtaining of the approval from Shareholders in general meeting) as may be applicable in connection with the Sale and Purchase Agreement and the transactions contemplated thereby;

  • (b) the Board (as ultimate owner of the Vendor) approving and authorising the execution and completion of the Sale and Purchase Agreement;

  • (c) none of the Vendor’s warranties having been breached in any material respect (or, if capable of being remedied, not having been remedied) or being misleading or untrue in any material respect; and

  • (d) if required, all approvals, consents, authorisations and licences (so far as are necessary) in relation to the transactions contemplated under the Sale and Purchase Agreement having been obtained from the relevant parties.

7

LETTER FROM THE BOARD

The Purchaser may at any time by notice in writing to the Vendor waive the Closing Conditions (other than those specified in (a) and (b) above) in whole or in part. If the Closing Conditions shall not have been wholly fulfilled (or, as the case may be, waived by the Purchaser) on or before 5:00 p.m. on the Longstop Date, the Sale and Purchase Agreement shall cease and terminate and none of the parties to the Sale and Purchase Agreement shall have any obligations and liabilities hereunder save for any antecedent breaches.

Completion

The Completion shall take place at 10:00 a.m. (Hong Kong time) on the third Business Day following the date on which all Closing Conditions are fulfilled or (where applicable) waived.

INFORMATION ON THE TARGET GROUP

The Target Company is an investment company incorporated in the British Virgin Island on 8 April 1991. Bigfield Goldenford is a company incorporated in Hong Kong on 15 January 1982 and is a wholly-owned subsidiary of the Group (as to approximately 99.9993% by the Target Company, and as to the remaining 0.0007% by Dominion Trading Limited (an indirectly wholly-owned subsidiary of the Company), which will be transferred to the Target Company prior to the Completion). The Target Group is principally engaged in the design, manufacture and sale of wooden and paper products including frames and album.

The net book values and net asset values of the Target Group as at 31 December 2007 and 30 June 2008 were approximately HK$57.0 million (audited) and HK$35.6 million (unaudited), respectively. For the year ended 31 December 2006, the Target Group recorded turnover of approximately HK$405.0 million (audited) and a net loss before and after tax of approximately HK$4.9 million (audited). For the year ended 31 December 2007, the Target Group recorded turnover of approximately HK$354.4 million (audited) and a net loss before and after tax of approximately HK$48.5 million (audited). The financial information on the Target Group has been prepared under the Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants.

REASONS FOR THE DISPOSAL

The Group is principally engaged in (i) the design, manufacture and sale of a diversified range of consumer home products; and (ii) trading of coke (since 16 May 2008).

As disclosed in the paragraph headed “Information on the Target Group” above, the Target Group recorded unsatisfactory results in the previous two financial years due to the challenging operational environment of the Target Group arising from the increasing production cost and keen competition in traditional manufacturing industry. The Directors consider that it is necessary to streamline the design and manufacturing sector of the wooden and paper products and redeploy its resources in a more productive manner.

8

LETTER FROM THE BOARD

Given (i) the poor financial results of the Target Group in the previous two financial years ended 31 December 2007 and the six months ended 30 June 2008; and (ii) the consideration of the Disposal was determined with reference to the net assets value of the Target Group as at 30 June 2008, the Directors (including the independent non-executive Directors) consider that the terms and conditions of the Disposal to be fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The sales proceeds from the Disposal will be used as the working capital of the Group and for the Group’s other investment opportunities such as the acquisitions as announced by the Company on 24 January 2008 and 13 May 2008. As at the Latest Practicable Date, the breakdown for the intended use of the sales proceeds of the Disposal has not been determined by the Company and there are no other investment opportunities identified by the Company.

Upon the Completion, each of the Target Company and Bigfield Goldenford will cease to be a subsidiary of the Company and the Company will have no more shareholding in the Target Company. The Group will cease its business of manufacturing of wooden and paper products. Accordingly, the financial results of the Target Group will not be consolidated into the Group’s financial statements after the Completion. After the Disposal, the Group will principally engaged in (i) the sale of a diversified range of consumer home products; and (ii) trading of coke (since 16 May 2008).

POSSIBLE FINANCIAL EFFECTS OF THE DISPOSAL

Expected gain on Disposal

For illustration purpose, the expected gain to be derived from the Disposal, subject to audit, would amount to approximately HK$0.4 million, representing the difference between the net amount of the Consideration and the net assets value of Target Group as at 30 June 2008.

Assets and liabilities of the Group after the Disposal

Upon the Completion, (i) the non-current assets of the Group will be reduced by approximately HK$24.0 million; (ii) and the current assets of the Group will be increased by approximately HK$13.9 million; (iii) the non-current liabilities of the Group will be reduced by HK$1.2 million; and (iv) the current liabilities of the Group will be reduced by HK$9.3 million, subject to audit.

Earnings

As set out in the previous paragraph headed “Information on the Target Group”, the Target Group reported the sustained losses in the previous two financial years. Therefore, the Directors consider that there is no adverse impact on the earnings of the Group after the Disposal.

9

LETTER FROM THE BOARD

FINANCIAL AND TRADING PROSPECTS

In the first half of 2008, the Group announced three acquisitions which related to the trading of coke, the Coal-related Ancillary Businesses and the Coal Processing Business. The Group had started engaging in trading of coke business after the completion of the First Previous Acquisition on 16 May 2008 and will engage in the Coal-related Ancillary Businesses and the Coal Processing Business upon the completion of the Second Previous Acquisition and the Third Previous Acquisition, respectively. In view of the increasing demand for coal around the world, the Directors are optimistic about the performance of the Group as the Group’s investment in the coal-related business is expected to improve the Group’s profitability, sustain its growth momentum, and broaden the revenue stream of the Group.

Accordingly, the Company will focus, including the corporate resources, on the development of the coal-related business while the Company will continue to operate its business of sale of consumer home products to maintain stable income stream to the Group after the Disposal.

IMPLICATION FROM THE LISTING RULES

Since the applicable percentage ratios are more than 25% but less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules. The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the transactions contemplated under the Sale and Purchase Agreement. Any Shareholder and his Associates with a material interest in the transactions contemplated under the Sale and Purchase Agreement will abstain from voting the resolution approving the Disposal at the SGM. As at the Latest Practicable Date, no Shareholder is materially interested in the transactions contemplated under the Sale and Purchase Agreement. No Shareholder is therefore required to abstain from voting at the SGM.

SGM

A notice convening the SGM is set out on pages SGM-1 to SGM-2 of this circular. The SGM will be convened and held at Annapurna Room, Pacific Place Conference Centre, 5/F., One Pacific Place, 88 Queensway, Hong Kong at 11:00 a.m. on 6 October 2008 at which resolutions will be proposed to Shareholders to consider, if thought fit, to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

Form of proxy for use in the SGM is enclosed. Whether or not you propose to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting thereof, should you so desire.

10

LETTER FROM THE BOARD

PROCEDURE FOR DEMANDING A POLL

Pursuant to Bye-Law 70 of the Bye-Laws, a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) demanded:

  • (i) by the chairman of the meeting; or

  • (ii) by at least three members present in person or by a duly authorised corporate representative or by proxy for the time being entitled to vote at the meeting; or

  • (iii) by any member or members present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or

  • (iv) by any member or members present in person or by a duly authorised corporate representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring the right.

Unless a poll be so demanded and not withdrawn, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or carries unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceeding of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the terms of the Sale and Purchase Agreement are normal commercial terms that are fair and reasonable so far as the Shareholders are concerned, and the Disposal is in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder.

Your faithfully, For and on behalf of the Board of

HUSCOKE RESOURCES HOLDINGS LIMITED Lam Po Kwai, Frankie

Chairman

11

APPENDIX I

FINANCIAL INFORMATION ON THE GROUP

1. INDEBTEDNESS STATEMENT

Borrowings

As at the close of business on 31 August 2008, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Enlarged Group had the bank borrowings of approximately HK$313,126,000, convertible bonds with aggregate principal amount of HK$675,000,000 and promissory notes with principal amount of HK$100,000,000.

Bank loan balances of approximately HK$292,170,000 and HK$20,956,000 are secured and unsecured respectively while HK$6,435,000 and HK$285,735,000 are repayable within 12 months from 31 August 2008 and after 12 months from 31 August 2008.

The convertible notes are unsecured, interests free and repayable in 5 years while the promissory notes are unsecured, interests free and repayable in 12 months.

Contingencies

The Enlarged Group did not have any material contingent liabilities or guarantees as at 31 August 2008.

Disclaimer

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 31 August 2008, the Enlarged Group had no debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, distinguishing between guaranteed, unguaranteed, secured and unsecured, and guaranteed, unguaranteed, secured and unsecured bank borrowings including, bank loans and overdrafts or other similar indebtedness, liabilities under acceptances (other than normal trade bills) or acceptance credit, hire purchase or finance lease commitments, guarantees or other material contingent liabilities.

Save as aforesaid, the Directors confirm that there has been no material change to the indebtedness and contingent liabilities of the Enlarged Group since 31 August 2008 and up to the Latest Practicable Date.

2. SUFFICIENCY OF WORKING CAPITAL

As at the Latest Practicable Date, after due and careful enquiry, the Directors are of the opinion that, in the absence of unforeseen circumstances and after taking into account the present internal financial resources of the Enlarged Group (including principally cash at bank and listed securities investment), the Enlarged Group will, have sufficient working capital for at least 12 months from the date of this circular.

I-1

APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at (a) the Latest Practicable Date were; and (b) immediately following the allotment and issue of new Shares upon full conversion of the Tranche 1 Bonds, Tranche 2 Bonds and Tranche 3 Bonds (as assuming no other Shares being allotted and issued at all) will be, as follows respectively:

Authorised:
20,000,000,000
Shares (as at the Latest Practicable Date)
Issued and fully paid, or credited as fully paid, share capital:
1,540,426,292
Shares (as at the Latest Practicable Date)
3,227,926,292
Shares (assuming the allotment and
issue of new Shares upon exercise
of the conversion rights attaching
to the outstanding Tranche 1 Bonds)
5,977,926,292
Shares (assuming the allotment and
issue of new Shares upon
exercise of the conversion rights
attaching to the Tranche 2 Bonds)
9,787,450,101
Shares (assuming the allotment and
issue of the Conversion Shares
upon exercise of the conversion rights
attaching to the Tranche 3 Bonds)
HK$
2,000,000,000
HK$
154,042,629.2
322,792,629.2
597,792,629.2
978,745,010.1

All the issued Shares shall rank pari passu with each other in all respects including the rights as to voting, dividends and return of capital. The new Shares which may be allotted and issued, will, when allotted and issued, rank in all respect pari passu with all Shares then in issue as at the date of the allotment and issue of the respective new Shares upon the conversion of the outstanding Tranche 1 Bonds, the Tranche 2 Bonds and the Tranche 3 Bonds.

II-1

APPENDIX II

GENERAL INFORMATION

Save for the outstanding Tranche 1 Bonds, the Tranche 2 Bonds and the Tranche 3 Bonds which may be issued upon completion of the second Previous Acquisition and Third Previous Acquisition respectively and share options which may be granted pursuant to the share option scheme adopted by the Company on 31 May 2002, the Company did not have any debt securities in issue and any other options, warrants, and other convertible securities or rights affecting the Shares and no capital of any member of the Group is under option, or agreed conditionally or unconditionally to be put under option as at the Latest Practicable Date.

3. DISCLOSURE OF INTERESTS OF DIRECTORS

Interests in the securities of the Company and its associated corporations

As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required pursuant to the Model Code for Securities Transactions by Directors of Listed Companies set out in Appendix 10 to the Listing Rules to be notified to the Company and the Stock Exchange were as follows:

(i) Directors’ interests in the Shares

Percentage of
the Company’s
issued share
Number of Shares held, capital as at
capacity and nature of interest the Latest
Personal Family Practicable
Name of Director interests interests Total Date
Mr. Wu 450,000,000 450,000,000 29.21%
Mr. Lam Po Kwai_(Note)_ 43,545,785 867,059 44,412,844 2.88%
(Note (a))
Mr. Sun Tak Keung 1,164,000 1,164,000 0.08%

Note: These Shares were held by Ms. Lee Yuen Bing, who was the spouse of Mr. Lam Po Kwai Frankie. By virtue of the SFO, Mr. Lam was deemed to be interested in the Shares held by Ms. Lee.

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APPENDIX II

GENERAL INFORMATION

  • (ii) Director’s interest in the underlying Shares

Approximate Number of underlying percentage of Name Shares interested Capacity interest held Mr. Wu 8,247,023,809 beneficial owner 535.37%

Save as disclosed herein, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein or were required pursuant to the Model Code to be notified to the Company and the Stock Exchange.

4. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as was known to the Directors, the following persons other than a Director or chief executive of the Company had interests or short positions in the Shares and underlying shares of the Company which would fall to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, or were directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of the members of the Enlarged Group:

Number of Percentage of
the issued Company’s
Name of Shareholder share interested Shares capital
Golden Mount Limited_(note 1)_ 100,097,209 6.50%
Chim Pui Chung_(note 1)_ 100,097,209 6.50%

Notes:

  1. Golden Mount Limited is a company incorporated in the BVI and is beneficially owned by Mr. Chim Pui Chung, who is the father of Mr. Chim Kim Lun, Ricky (an executive Director). Under the SFO, Mr. Chim Pui Chung is deemed to be interested in the Shares held by Golden Mount Limited. Mr. Chim Kim Lun, Ricky is not a director of Golden Mount Limited.

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APPENDIX II

GENERAL INFORMATION

Save as disclosed in this circular, the Directors are not aware of any person as at the Latest Practicable Date who had an interest 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, was directly or indirectly, interested in 10% or more of the nominal value of the issued share capital carrying rights to vote in all circumstances at general meetings of any members of the Enlarged Group.

5. DIRECTORS’ INTERESTS IN ASSETS, CONTRACTS AND IN COMPETING BUSINESS

Mr. Wu, as at the Latest Practicable Date, being an executive Director and a director of certain subsidiaries of the Company subsequent to the completion of the First Previous Acquisition on 16 May 2008, was interested in the following agreements since 31 December 2007, being the date to which the latest published audited accounts of the Company were made up:

  • (a) an agreement dated 11 January 2008 (“First Previous Acquisition Agreement”) and conditionally made among Mr. Wu as vendor, Rich Key as purchaser and the Company as warrantor of the purchaser in relation to the First Previous Acquisition and the Second Previous Acquisition, each at a consideration of HK$1,200 million (subject to adjustment) to be satisfied by the issue of the Tranche 1 Bonds and the Tranche 2 Bonds by the Company to Mr. Wu and the issue of the Promissory Notes by Rich Key to Mr. Wu, details of which were included in a circular dated 20 March 2008 and issued by the Company. As at the Latest Practicable Date, (i) the First Previous Acquisition was completed on 16 May 2008 and the Tranche I Bonds and the Promissory Note were issued to Mr. Wu by the Company and Rich Key respectively; and (ii) the Second Previous Acquisition was not yet completed;

  • (b) an agreement (“Coal-related Ancillary Businesses Agreement”) dated 11 January 2008 and made between Mr. Wu Jixian and Huscoke Investment in relation to the acquisition of the assets (the net tangible asset value of which shall not be less than RMB400 million) for the operation of the Coal-related Ancillary Businesses by a subsidiary to be established in the PRC, which is to be 90% owned by Huscoke Investment, details of which were included in a circular dated 20 March 2008 and issued by the Company. No consideration was payable by Huscoke Investment to Mr. Wu under the Coal-related Ancillary Businesses Agreement. As at the Latest Practicable Date, the PRC subsidiary was established in the PRC on 17 July 2008 and the acquisition of the assets for the operation of the Coal-related Ancillary Businesses by the PRC subsidiary was in progress but not yet completed;

  • (c) an agreement dated 21 April 2008 (“Second Previous Acquisition Agreement”) and conditionally made among Mr. Wu as vendor, Rich Key as purchaser, and the Company as warrantor of the purchaser in relation the Third Previous Acquisition at an consideration of HK$2,400 million (subject to adjustment) to be satisfied by the issue of the Tranche 3 Bonds by the Company to Mr. Wu and the issue of the Promissory Notes by Rich Key to Mr. Wu, details of which were included in a circular dated 30 June 2008 and issue by the Company. As at the Latest Practicable Date the Third Previous Acquisition was not yet completed;

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APPENDIX II

GENERAL INFORMATION

  • (d) an agreement (“Coal Processing Business Agreement”) dated 21 April 2008 and made between Mr. Wu Jixian and Huscoke Coal Chemical in relation to the acquisition of the assets for the operation of the Coal Processing Business by a subsidiary to be established in the PRC, which is to be 91% owned by Huscoke Coal Chemical, details of which were included in a circular dated 30 June 2008 and issue by the Company. No consideration was payable by Huscoke Coal Chemical to Mr. Wu under the Coal Processing Business Agreement. As at the Latest Practicable Date, the incorporation of the PRC subsidiary was still in progress;

  • (e) an agreement dated 21 April 2008 and conditionally entered into between Joy Wisdom and Oden Group Limited in relation to the supply of watered or processed coal by Joy Wisdom (and/or its subsidiaries) to Oden Group Limited (and/or its subsidiaries), details of which were included in a circular dated 30 June 2008 and issue by the Company. As at the Latest Practicable Date, the conditions of the agreement, in particular, the completion of the Second Previous Acquisition was not yet fulfilled, accordingly the agreement has not become effective; and

  • (f) an agreement dated 21 April 2008 and conditionally entered into between Pride Eagle and Oden Group Limited in relation to the supply of coke by Oden Group Limited (and/or its subsidiaries) to Pride Eagle (and/or its subsidiaries), details of which were included in a circular dated 30 June 2008 and issue by the Company. As at the Latest Practicable Date, the conditions of the agreement, in particular, the establishment of the PRC subsidiary of Huscoke Coal Chemical and the acquisition of the asset for the operation of the Coal Processing Business were not yet fulfilled, accordingly the agreement has not become effective.

So far as the Directors are aware and save as disclosed in this circular:

  • (i) None of the Directors had any direct or indirect interest in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Enlarged Group since 31 December 2007, being the date to which the latest published audited financial statements of the Company were made up;

  • (ii) None of the Directors was materially interested in any contract or arrangement entered into by any member of the Enlarged Group which is subsisting at the date of this circular and which was significant in relation to the business of the Enlarged Group; and

  • (iii) As at the Latest Practicable Date, none of the Directors or the controlling shareholders of the Company or their respective Associates had any interest in a business which competes or is likely to compete either directly or indirectly with the business of the Group, or have or may have any other conflicts of interest with the Group.

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APPENDIX II

GENERAL INFORMATION

6. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Enlarged Group within two years immediately preceding the date of this circular which are or may be material:

  • (a) a provisional agreement dated 23 January 2007 and entered into between Bigfield Goldenford as vendor and Hang Tai Stationery Company Limited as purchaser, for the sale and purchase of the premises of the Factory Units A, B, C and D on the 7th Floor of Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong at a total consideration of HK$7,700,000. Details of the transaction were published in the announcement issued by the Company dated 21 March 2007;

  • (b) a provisional agreement dated 10 March 2007 and entered into between Bigfield Goldenford as vendor and Formable Industrial Limited as purchaser, for the sale and purchase of the premises of the Factory Unit B on the 8th Floor of Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong at a total consideration of HK$2,320,000. Details of the transaction were published in the announcement issued by the Company dated 21 March 2007;

  • (c) a provisional agreement dated 12 March 2007 and entered into between Bigfield Goldenford as vendor and Mrs. Cheung Nguy Khim (the ultimate beneficial owner of Formable Industrial Limited) as purchaser, for the sale and purchase of the premises of the Factory Unit D on the 20th Floor of Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong at a total consideration of HK$1,980,000. Details of the transaction were published in the announcement issued by the Company dated 21 March 2007;

  • (d) an agreement dated 10 August 2007 and entered into between Bigfield Goldenford as vendor and Khim Nguy’s Design Limited as purchaser, for the sale and purchase of the premises of the Factory Units B and C the 6th Floor of Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong at a total consideration of HK$5,200,000. Details of the transaction were published in the announcement issued by the Company dated 5 October 2007;

  • (e) an agreement dated 5 October 2007 and entered into between Frankie Dominion (Holdings) Limited, a wholly-owned subsidiary of the Company as vendor and Mr. Cheung Kin Ming Larry and Mrs. Cheung Nguy Khim as purchasers, for the sale and purchase of the premises of the Factory Units A, B, C and D on the 2nd Floor of Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong at a total consideration of HK$15,380,000. Details of the transaction were published in the announcement issued by the Company dated 5 October 2007;

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APPENDIX II

GENERAL INFORMATION

  • (f) an agreement dated 5 October 2007 and entered into between Bigfield Goldenford as vendor and Mr. Cheung Kin Ming Larry and Mrs. Cheung Nguy Khim as purchasers for the sale and purchase of the car parking space no. 16 on the ground floor of Yally Industrial Building, 6 Yip Fat Street, Wong Chuk Hang, Hong Kong at a total consideration of HK$230,000. Details of the transaction were published in the announcement issued by the Company dated 5 October 2007;

  • (g) the First Previous Acquisition Agreement;

  • (h) the Coal-related Ancillary Businesses Agreement;

  • (i) the Second Previous Acquisition Agreement;

  • (j) the Coal Processing Business Agreement; and

  • (k) the Sale and Purchase Agreement.

7. SERVICE CONTRACTS

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

8. LITIGATION

As at the Latest Practicable Date, no member of the Enlarged Group was engaged in any litigation or claim of material importance and there was no litigation or claims of material importance was known to the Directors to be pending or threatened against any member of the Enlarged Group.

9. GENERAL

  • (a) The qualified accountant and company secretary of the Company is Mr. Cheung Ka Fai who is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of Association of Chartered Certified Accountants.

  • (b) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

  • (c) The head office and principal place of business of the Company in Hong Kong is at Room 4205, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong.

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APPENDIX II

GENERAL INFORMATION

  • (d) The branch share registrar and transfer office of the Company in Hong Kong is Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

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

10. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the Company at Room 4205, Far East Finance Center, 16 Harcourt Road, Admiralty, Hong Kong during normal business hours of any business day up to and including the date of the SGM:

  • (a) the memorandum of association and the bye-laws of the Company;

  • (b) the published audited consolidated financial statements of the Company for each of the two financial years ended 31 December 2006 and 2007;

  • (c) each of the material contracts, as referred to in the paragraph headed “Material Contracts” in this appendix; and

  • (d) each of the circulars of the Company issued pursuant to the requirements set out in Chapter 14 and/or Chapter 14A of the Listing Rules since 31 December 2007, being the date of the latest published audited accounts of the Company were made up.

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NOTICE OF SGM

==> picture [59 x 38] intentionally omitted <==

HUSCOKE RESOURCES HOLDINGS LIMITED 和嘉資源控股有公司

(formerly known as Frankie Dominion International Limited)

(Incorporated in Bermuda with limited liability)

(Stock code: 704)

website: http://www.frankiedominion.com

NOTICE OF SPECIAL GENERAL MEETING

NOTICE HEREBY GIVEN that the special general meeting of Huscoke Resources Holdings Limited (formerly known as Frankie Dominion International Limited, (“ Company ”)) will be held at 11:00 a.m. on Monday, 6 October 2008 at Annapurna Room, Pacific Place Conference Centre, 5/F., One Pacific Place, 88 Queensway, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘ THAT

  • (A) the form and substance of the agreement (“ Disposal Agreement ”) dated 25 August 2008 and made between Frankie Dominion (BVI) Company Limited as vendor and Speedway International Investment Limited as purchaser in relation to the sale and purchase of the entire issued shares in Big Field (B.V.I.) Limited at a consideration of HK$36 million (a copy of the Disposal Agreement was produced to the meeting and marked “ A ” and initialed by the chairman of the meeting for identification purpose), as mentioned in the circular (“ Circular ”) of the Company dated 17 September 2008 (a copy of which was produced to the meeting marked “ B ” and signed by the chairman of the meeting for the purpose of identification) and all the transactions contemplated thereby be and they are hereby approved; and

  • (B) the directors (“ Directors ”) of Huscoke Resources Holdings Limited (“ Company ”) be and are hereby authorised to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors in their discretion may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Disposal Agreement, or any of the transactions contemplated under the Disposal Agreement and to agree to such variation, amendments or waiver or matters relating thereto

SGM-1

NOTICE OF SGM

(including any variation, amendments or waiver of such documents, which are not fundamentally different from those as provided under the Disposal Agreement) as are, in the opinion of the Directors, in the interest of the Company and its shareholders as a whole.”

For and on behalf of the board of directors of HUSCOKE RESOURCES HOLDINGS LIMITED Lam Po Kwai, Frankie Chairman

Hong Kong, 17 September 2008

Registered Office: Head office and principal place Canon’s Court of business in Hong Kong: 22 Victoria Street Room 4205 Hamilton HM12 Far East Finance Center Bermuda 16 Harcourt Road Admiralty Hong Kong

Notes:

  • (1) A member entitled to attend and vote at the above meeting may appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company. A member who is the holder of two or more shares and entitled to attend and vote at the meeting convened by the above notice is entitled to appoint more than one proxy to represent him and vote on his behalf. A form of proxy for use at the meeting is enclosed.

  • (2) In order to be valid, the form of proxy, together with any power of attorney or authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited at the Company’s registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

  • (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (4) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto. If more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  • (5) As at the date of this notice, the executive Directors are Mr. Lam Po Kwai, Frankie, Mr. Chim Kim Lunm, Ricky, Mr. Cheng Kwok Hing, Andy, Mr. Wu Jixian and Mr. Li Baoqi and the independent nonexecutive directors of the Company are Mr. Wan Hon Keung, Mr. Lam Hoy Lee Laurie and Mr. Sun Tak Keung.

SGM-2