ICO Group Limited — Capital/Financing Update 2011

Sep 15, 2011

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares (as defined herein), you should at once hand the Prospectus Documents (as defined herein) to the purchaser(s) or the transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s). The Prospectus Documents should not, however, be distributed, forwarded to or transmitted to, into or from any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

A copy of each of the Prospectus Documents, having attached thereto the documents specified in the paragraph headed “Documents delivered to the Registrars of Companies” in Appendix III to this prospectus, has been registered with the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance in Hong Kong and a copy of each of the Prospectus Documents will as soon as reasonably practicable be filed with the Registrar of Companies in Bermuda as required by the Companies Act. The Registrar of Companies in Hong Kong, the Registrar of Companies in Bermuda and the Bermuda Monetary Authority take no responsibility for the contents of any of these documents.

Dealings in the Shares and the Rights Shares (as defined herein) in both their nil-paid form and fully-paid form may be settled through the CCASS (as defined herein) established and operated by HKSCC (as defined herein) and you should consult your licensed securities dealer, bank manager, solicitor, professional adviser for details of those settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Hong Kong Exchanges and Clearing Limited, the Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus.

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

RIGHTS ISSUE OF 1,654,125,555 RIGHTS SHARES ON THE BASIS OF ELEVEN RIGHTS SHARES FOR EVERY TEN SHARES HELD ON THE RECORD DATE AT HK$0.05 PER RIGHTS SHARE

Financial Adviser to the Company

Terms used in this cover shall have the same meanings as defined in this prospectus.

It should be noted that the Underwriting Agreement in respect of the Rights Issue contains provisions entitling the Underwriters by notice in writing to the Company at any time prior to the Latest Time for Termination to terminate the obligations of the Underwriters thereunder on the occurrence of certain events including force majeure. These events are set out under the section headed “Termination of the Underwriting Agreement” on pages 12 to 13 of this prospectus. If the Underwriters terminate the Underwriting Agreement in accordance with the terms thereof, the Rights Issue will not proceed. In addition, the Rights Issue is conditional on all conditions set out on pages 26 to 27 of this prospectus being fulfilled or waived (as applicable). If such conditions have not been satisfied or waived (as applicable) in accordance with the Underwriting Agreement on or before the time and dates specified therein, the Underwriting Agreement shall terminate and no party will have any claim against any other party for costs, damages, compensation or otherwise save for any antecedent breaches.

Dealings in the Shares were on an ex-rights basis from Wednesday, 7 September 2011. Dealings in the Rights Shares in their nil-paid form will take place from Monday, 19 September 2011 to Monday, 26 September 2011 (both dates inclusive). If the Underwriters terminate the Underwriting Agreement, or the conditions of the Rights Issue are not fulfilled or waived (as applicable), the Rights Issue will not proceed.

Any Shareholders or other persons contemplating selling or purchasing Shares and/or Rights Shares in their nil-paid form up to the date when the conditions of the Rights Issue are fulfilled or waived (as applicable) (which is expected to be 5:00 p.m. on Monday, 3 October 2011) will accordingly bear the risk that the Rights Issue may not become unconditional and may not proceed.

The latest time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Thursday, 29 September 2011. The procedure for acceptance and transfer is set out on pages 18 to 22 of this prospectus.

15 September 2011

• For identification purposes only

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable of the Rights Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Termination of the Underwriting Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I – Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I – 1
Appendix II – Unaudited pro forma financial information. . . . . . . . . . . . . . . . . . . . . . .	II – 1
Appendix III – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III – 1

– i –

DEFINITIONS

The following expressions used in this prospectus have the following meanings unless the context requires otherwise:

• “Acquisition” the proposed acquisition of the entire issued share capital of the Newco and the entire registered capital of Dongguan De Yue by the Purchaser from the Vendors pursuant to the Acquisition Agreement, details of which were set out in the Acquisition Announcements and the Acquisition Circular

• “Acquisition Agreement” the sale and purchase agreement dated 23 January 2011 (as amended and restated on 27 July 2011) entered into among the Company, the Purchaser and the Vendors in relation to the Acquisition

• “Acquisition Announcements” collectively (i) the announcement of the Company dated 25 January 2011 in relation to, among other things, the Acquisition; (ii) the Announcement; and (iii) the announcement of the Company dated 27 July 2011 in relation to certain amendments of the Acquisition Agreement and the Performance Incentive Agreement

• “Acquisition Completion” completion of the Acquisition pursuant to the Acquisition Agreement

• “Acquisition Circular” the circular of the Company dated 12 August 2011 in relation to, among other things, the Acquisition

• “Announcement” the announcement dated 21 June 2011 issued by the Company in relation to, among other things, the Capital Reorganisation, the Redemption, the Rights Issue and certain amendments of the Acquisition Agreement

• “associate(s)” has the meaning ascribed to it under the Listing Rules

– 1 –

	DEFINITIONS
“Board”	the board of Directors
“Business Day”	a day (other than a Saturday, Sunday and public holidays)
	on which licensed banks are generally open for business in
	Hong Kong throughout their normal business hours
“BVI”	the British Virgin Islands
“Capital Reorganisation”	the share capital reorganisation, details of which were set
	out in the circular of the Company dated 12 August 2011
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Companies Act”	the Companies Act 1981 of Bermuda
“Companies Ordinance”	Companies Ordinance (Chapter 32 of the Laws of Hong
	Kong)
“Company”	Guojin Resources Holdings Limited (stock code: 630), a
	company incorporated in Bermuda with limited liability
	and the issued shares of which are listed on the Stock
	Exchange
“Completion”	completion of the Redemption and/or the Rights Issue, as
	the context requires
“Completion Date”	the date of the Completion
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Conversion Shares”	up to 2,250 million New Shares which may fall to be
	allotted and issued upon full conversion of the Convertible
	Notes at the adjusted conversion price of HK$0.05 (which
	is expected to be adjusted from HK$0.105 as a result of the
	Redemption and the Rights Issue)

– 2 –

DEFINITIONS

“Convertible Notes”	the convertible notes in the principal amount of HK$112.5
	million to be issued by the Company to the Vendors to
	satisfy part of the consideration of the Acquisition
“Director(s)”	the director(s) of the Company
“Dongguan De Yue”	東莞德越電子塑膠製品有限公司(Dongguan De Yue
	Electronic and Plastic Products Company Limited#), a
	wholly-foreign-owned enterprise in the PRC
“EAF(s)”	the excess application form(s) issued to the Qualifying
	Shareholders in connection with the Rights Issue
“Enlarged Group”	the Group as enlarged by the Target Companies upon the
	Acquisition Completion
“Excluded Shareholder(s)”	Overseas Shareholder(s) to whom the Directors, based on
	legal opinions provided by legal advisers in the relevant
	jurisdictions and on account either of legal restrictions
	under the laws of relevant place or the requirements of the
	relevant regulatory body or stock exchange in that place,
	consider it necessary or expedient not to offer the Rights
	Shares
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Shareholders”	the Shareholders other than the Vendors, Ugent
	Bondholders and their respective associates who were
	required to abstain from voting on the proposed resolutions
	approving the Redemption and the Rights Issue at the SGM
	under the Listing Rules
“Independent Third Party(ies)”	the independent third party(ies) who is/are independent of
	the Company and its connected persons
“Initial Subscriber”	The China Fund Inc., being the initial subscriber to the
	Ugent Bonds

– 3 –

DEFINITIONS

“JEL”	Jackin Enterprises Limited, a company incorporated under
	the laws of the BVI with limited liability and wholly owned
	by Ugent
“Kingsway”	Kingsway Financial Services Group Limited, a company
	incorporated in Hong Kong with limited liability and
	a corporation licensed to carry on Type 1 (dealing in
	securities), Type 2 (dealing in futures contracts), Type 4
	(advising on securities), Type 6 (advising on corporate
	finance) and Type 9 (asset management)
“Last Acceptance Date”	Thursday, 29 September 2011 or such other date as the
	Underwriters and the Company may agree as the latest
	date for acceptance of and payment for Rights Shares and
	application for and payment for excess Rights Shares
“Last Trading Day”	17 June 2011, being the last trading day for the Shares
	before the date of the Announcement
“Latest Practicable Date”	9 September 2011, being the latest practicable date prior
	to the despatch of this prospectus for ascertaining certain
	information referred to in this prospectus
“Latest Time for Acceptance”	4:00 p.m. on the Last Acceptance Date or such other time as
	may be agreed between the Company and the Underwriters,
	being the latest time for acceptance of and payment for the
	Rights Shares and application for excess Rights Shares
“Latest Time for Termination”	being 5:00 p.m. on the second Business Day immediately
	following the latest day upon which the provisional
	allotments of the nil-paid Rights Shares may be validly
	accepted under the Rights Issue
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Mr. Lai”	Mr. Lai Chiu Fai, a cousin of Mr. Yip
“Mr. Lee”	Mr. Lee Siew Yuen
“Mr. Yip” or “Vendor 2”	Mr. Yip Wai Lun, Alvin, the Chairman and Managing
	Director of the Company

– 4 –

DEFINITIONS

“Ms. Leung”	Ms. Leung Mei Han, who is the beneficial owner of Ugent
	Bondholder 1
“New Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company immediately upon the Capital Reorganisation
	becoming effective
“Newco”	Apex Solution Group Limited, a company incorporated
	in the BVI with limited liability and holds all the entire
	issued share capital of Titron Industries Limited (including
	its subsidiary), Titron Manufacturing Limited, Titron
	International Limited and Titron Precision Limited
	(including its subsidiary)
“Overseas Shareholder(s)”	Shareholder(s) whose name(s) appear(s) on the register
	of members of the Company at the close of business on
	the Record Date and whose address(es) as shown on such
	register is (are) outside Hong Kong
“PAL(s)”	the provisional allotment letter(s) issued to the Qualifying
	Shareholders in connection with the Rights Issue
“Performance Bonus”	the performance bonus to which the Service Provider
	will be entitled in relation to the services pursuant to the
	Performance Incentive Agreement
“Performance Incentive	the conditional agreement dated 4 March 2011 (as amended
Agreement”	and restated on 27 July 2011) entered into among the
	Company, the Purchaser and the Service Provider in
	relation to the services to be provided by the Service
	Provider
“Performance Incentive	up to 6,720 million New Shares which may fall to be
Shares”	allotted and issued to the Vendors to satisfy part of the
	Performance Bonus at the adjusted issue price of HK$0.05
	(which is expected to be adjusted from HK$0.105 as a
	result of the Redemption and the Rights Issue)
“Posting Date”	15 September 2011 or such other date as may be agreed
	between the Company and the Underwriters for the
	despatch of the Prospectus Documents

– 5 –

DEFINITIONS

“PRC”	The People’s Republic of China, for the purpose of
	this prospectus, excluding Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan
“Prospectus Documents”	this prospectus, PAL and EAF
“Purchaser”	Energy Best Investments Limited, a company incorporated
	in the BVI with limited liability and a wholly-owned
	subsidiary of the Company, being the purchaser under the
	Acquisition Agreement to be used as the immediate holding
	company of the Target Companies upon the Acquisition
	Completion
“Qualifying Shareholder(s)”	Shareholder(s), other than the Excluded Shareholder(s),
	whose name(s) appear(s) on the register of members of the
	Company on the Record Date
“Record Date”	14 September 2011, being the date by reference to which
	entitlements to the Rights Issue are determined
“Redemption”	redemption of the Ugent Bonds in accordance with the
	terms of the Ugent Subscription Agreement and the
	Redemption Agreements, details of which were set out in
	the circular of the Company dated 12 August 2011
“Redemption Agreements”	six agreements each dated 20 June 2011 signed among
	the Company, Ugent and each of the Ugent Bondholders
	respectively in relation to the Redemption
“Redemption Price”	the issue price of HK$0.05 per Redemption Share
“Redemption Shares”	4,151,240,001 New Shares to be issued at the Redemption
	Price under the Redemption
“Registrar”	Tricor Standard Limited at 26/F., Tesbury Centre, 28
	Queen’s Road East, Wanchai, Hong Kong, being the branch
	share registrar of the Company in Hong Kong
“Rights Issue”	the issue of the Rights Shares in the proportion of eleven
	(11) Rights Shares for every ten (10) Shares held on the
	Record Date

– 6 –

DEFINITIONS

“Rights Issue Price”	the subscription price of HK$0.05 per Rights Share
“Rights Share(s)”	1,654,125,555 New Shares to be issued and allotted under
	the Rights Issue
“Service Provider”	Atlas Medical Limited, a company incorporated in Hong
	Kong with limited liability and owned as to 50% by Vendor 1
	and 50% by Mr. Yip for the purpose of providing the
	services pursuant to the Performance Incentive Agreement
“SFO”	Securities and Futures Ordinance (chapter 571 of the Laws
	of Hong Kong)
“SGM”	the special general meeting of the Company convened
	and held on 5 September 2011, approving the Capital
	Reorganisation, the Redemption and the Rights Issue
“Share(s)”	existing ordinary share(s) of HK$0.10 each in the share
	capital of the Company before the Capital Reorganisation
	becoming effective
“Share Options”	all outstanding share options granted by the Company as at
	the Latest Practicable Date
“Shareholder(s)”	holder(s) of the issued Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiaries”	has the meaning ascribed to it under the Listing Rules
“Takeovers Code”	Hong Kong Code on Takeovers and Mergers
“Target Companies”	Newco and Dongguan De Yue
“Ugent”	Ugent Holdings Limited, a company incorporated under
	the laws of the BVI with limited liability and an indirect
	wholly-owned subsidiary of the Company
“Ugent Bonds”	the 12% convertible bonds of Ugent in the principal
	amount of HK$177,000,000 issued by Ugent to the Initial
	Subscriber pursuant to the Ugent Subscription Agreement

– 7 –

	DEFINITIONS
“Ugent Bondholder 1”	Qshare Holding Limited, a company incorporated in
	Hong Kong, the entire issued capital of which is held by
	Ms. Leung
“Ugent Bondholder 2”	Integrated Asset Management (Asia) Limited, a company
	incorporated in the BVI with limited liability, the entire
	issued capital of which is held by Mr. Yam Tak Cheung
“Ugent Bondholder 3”	Value Creation Partners Company Limited, a company
	incorporated in Hong Kong, the entire issued capital of
	which is held by Ms. Loh Jiah Yee, Katherine
“Ugent Bondholder 4”	Mr. Lo Ming Chi, Charles
“Ugent Bondholder 5”	Mr. Ou Tian Xiong
“Ugent Bondholder 6”	Ms. Fu Wai Ling
“Ugent Bondholders”	collectively, Ugent Bondholder 1, Ugent Bondholder 2,
	Ugent Bondholder 3, Ugent Bondholder 4, Ugent
	Bondholder 5 and Ugent Bondholder 6
“Ugent Subscription Agreement”	the subscription agreement dated 6 March 2009 entered into
	between Ugent and the Initial Subscriber in relation to the
	subscription of the Ugent Bonds
“Undertaking”	the irrevocable undertaking dated 20 June 2011 given by
	Mr. Yip in favour of the Company and Kingsway in relation
	to his undertaking to accept or procure the subscription
	of his full entitlement of Rights Shares pursuant to the
	Rights Issue; and that he shall not, without the prior written
	consent of the Company, dispose of, transfer or deal in any
	Shares from the date of the undertaking up to and including
	the Last Acceptance Date
“Underwritten Shares”	all the Rights Shares (other than the 3,300,000 Rights
	Shares to be provisionally allotted to Mr. Yip through his
	interests in Vendor 3) underwritten by the Underwriters
“Underwriters”	together, Kingsway and Mr. Yip

– 8 –

DEFINITIONS

“Underwriting Agreement”	the underwriting agreement dated 20 June 2011 entered into
	between the Company and the Underwriters in relation to
	the Rights Issue
“United States”	the United States of America
“Vendor 1”	Mr. Lye Khay Fong
“Vendor 3”	Titron Group Holdings Limited, a company incorporated in
	the BVI with limited liability and owned as to 46.25% by
	Vendor 1, as to 46.25% by Mr. Yip and as to 7.5% by Mr.
	Lee
“Vendor 4”	Chelin International Limited, a company incorporated in
	Hong Kong with limited liability and wholly owned by Mr.
	Lai
“Vendors”	collectively, Vendor 1, Vendor 2, Vendor 3 and Vendor 4
“Voluntary Liquidation”	the voluntary liquidation of JEL, details of which are set out
	in the announcement of the Company dated 8 August 2011
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“US$”	United States dollars, the lawful currency of the United
	States
“%” or “per cent.”	percentage or per centum

For reference purpose only, the Chinese names of the PRC entities have been translated into English in this prospectus. In the event of any discrepancies between the Chinese names and the English translation, the Chinese names shall prevail.

– 9 –

EXPECTED TIMETABLE

The expected timetable for the Rights Issue set out below is for illustration purposes only and has been prepared on the assumption that all conditions of the Rights Issue will be fulfilled. The expected timetable is subject to change, and any change will be announced in a separate announcement by the Company as and when appropriate.

2011

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Wednesday, 14 September Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 15 September Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 15 September First day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . Monday, 19 September Latest time for splitting nil-paid Rights Shares . . . . . . . . . 4:30 p.m. on Wednesday, 21 September Last day of dealings in nil-paid Rights Shares . . . . . . . . . . . . . . . . . . . . . . . Monday, 26 September Latest Time for Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 29 September Latest Time for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5:00 p.m. on Monday, 3 October Underwriting Agreement becomes unconditional . . . . . . . . . . . . . .5:00 p.m. on Monday, 3 October Effective time and date of the Capital Reorganisation . . . . . . . . . .5:00 p.m. on Monday, 3 October First day of free exchange of existing certificates for Shares for new certificates for New Shares . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 4 October Announcement of results of the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 6 October Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares expected to be despatched on or before . . . . . . . . . . . . . . . . Monday, 10 October Certificates for the Rights Shares expected to be despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 10 October Dealings in fully-paid Rights Shares commence . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 October Last day of free exchange of existing certificates for Shares for new certificates for New Shares . . . . . . . . . . . . . . . . . . . . . . . Friday, 4 November

– 10 –

EXPECTED TIMETABLE

Note:

All references to time in this prospectus are references to Hong Kong time. Dates or deadlines specified in this prospectus are indicative only and may be extended or varied.

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE OF AND PAYMENT FOR THE RIGHTS SHARES

If there is:

• a tropical cyclone warning signal number 8 or above; or

• a ‘‘black’’ rainstorm warning

• (i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the Last Acceptance Date, the Latest Time for Acceptance will be extended to 5:00 p.m. on the same Business Day; or

• (ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the Last Acceptance Date, the Latest Time for Acceptance will be rescheduled to 4:00 p.m. on the next Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m..

If the Latest Time for Acceptance is extended, the ‘‘Expected timetable’’ in this prospectus may be affected. Further announcement(s) will be made by the Company in such event.

– 11 –

TERMINATION OF THE UNDERWRITING AGREEMENT

TERMINATION OF THE UNDERWRITING AGREEMENT

The Underwriters reserve the right to terminate the Underwriting Agreement by giving notice to the Company at any time prior to the Latest Time for Termination:

• (i) in the reasonable and good faith opinion of the Underwriters, the success of the Rights Issue would be materially and adversely affected by:

• (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (b) the occurrence of any national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof, of a political, military, diplomatic, financial, economic or other nature (whether or not sui generis with any of the foregoing), or in the nature of any national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (d) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) occurs which in the reasonable opinion of the Underwriters make them inexpedient or inadvisable to proceed with the Rights Issue; or

• (e) the imposition of economic sanction or withdrawal of trading privileges, in whatever form, by the United States or by the European Union (or any member thereof) on Hong Kong or any jurisdiction relevant to the Group; or

• (f) a general moratorium on commercial banking activities in Hong Kong declared by the relevant authorities; or

– 12 –

TERMINATION OF THE UNDERWRITING AGREEMENT

• (g) any change or development involving a prospective change in taxation or exchange control (or the implementation of any exchange control) in Hong Kong or other jurisdictions relevant to the Group; or

• (h) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

• (i) any matter or event showing any of the warranties, undertakings or provisions contained in the Underwriting Agreement to be untrue, inaccurate or misleading in any material respect when given or repeated or there has been a breach of any of the warranties, undertakings or any other provisions of the Underwriting Agreement; or

• (j) any breach by Mr. Yip of any provision in the Undertaking; or

• (k) the circular and the Prospectus Documents when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date thereof been publicly announced or published by the Company and which may in the reasonable opinion of any of the Underwriters is material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it; or

• (l) any event, act or omission which gives rise to any material liability of the Company arising out of or in connection with any warranties or undertakings in the Underwriting Agreement.

Upon the giving of notice under the Underwriting Agreement, the Underwriting Agreement shall terminate and the obligations of the parties shall forthwith cease and be null and void and none of the parties shall have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement.

– 13 –

LETTER FROM THE BOARD

(Incorporated in Bermuda with limited liability)

(Stock Code : 630)

Executive Directors: Mr. YIP Wai Lun, Alvin (Chairman and Managing Director) Ms. LAM Suk Ling, Shirley Mr. LEE Cheuk Yin, Dannis

Registered office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Independent Non-executive Directors: Mr. LEUNG Ka Kui, Johnny Mr. CHAN Kam Kwan, Jason Mr. LAU Man Tak

Principal place of business: Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong 15 September 2011

To the Qualifying Shareholders, and for information purpose only, the Excluded Shareholders and the holder(s) of Share Options

Dear Sir or Madam,

RIGHTS ISSUE OF 1,654,125,555 RIGHTS SHARES ON THE BASIS OF ELEVEN RIGHTS SHARES FOR EVERY TEN SHARES HELD ON THE RECORD DATE AT HK$0.05 PER RIGHTS SHARE

INTRODUCTION

On 21 June 2011, the Board announced, among other things, the proposed Rights Issue. As stated in the Announcement, the Board proposed to raise not less than approximately HK$82.7 million but not more than approximately HK$87.0 million before expenses by issuing not less than 1,654,125,555 Rights Shares but not more than 1,739,889,220 Rights Shares at the Rights Issue Price of HK$0.05 per Rights Share on the basis of eleven (11) Rights Shares for every ten (10) Shares held on the Record Date. The Rights Issue will only be available to the Qualifying Shareholders. The Rights Shares will be fully underwritten by the Underwriters such that (i) Mr. Yip shall underwrite the first 896,589,220 Rights Shares not taken up by the Qualifying Shareholders; and (ii) Kingsway shall underwrite the balance of the Rights Shares not taken up by the Qualifying Shareholders up to a maximum of 840,000,000 Rights Shares.

• For identification purposes only

– 14 –

LETTER FROM THE BOARD

The Rights Issue was approved by the Independent Shareholders at the SGM.

The purpose of this prospectus is to provide you with, among other things, further details on the Rights Issue and financial information and other general information on the Group.

RIGHTS ISSUE

Issue statistics

Basis of the Rights Issue : 11 Rights Shares for every 10 Shares held on the Record Date Number of Shares in issue as at the : 1,503,750,505 Shares Latest Practicable Date Number of Rights Shares : 1,654,125,555 Rights Shares Rights Issue Price : HK$0.05 per Rights Share with nominal value of HK$0.01 each Funds raised before expenses : Approximately HK$82.7 million

From the date of the Underwriting Agreement and up to the Latest Practicable Date, no Share Options was exercised and 1,164,628 Share Options had been lapsed. As at the Latest Practicable Date, there were 76,802,340 Share Options (conferring rights to subscribe for 76,802,340 Shares) remained outstanding.

Save for the Share Options, the Company has no other outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares as at the Latest Practicable Date.

An aggregate of 1,654,125,555 nil-paid Rights Shares will be provisionally allotted pursuant to the terms of the Rights Issue, representing (i) approximately 110% of the existing issued share capital of the Company as at the Latest Practicable Date; and (ii) approximately 52.4% of the issued share capital of the Company as enlarged by the allotment and issue of the Rights Shares. Taking into account the estimated expenses in connection with the Rights Issue of approximately HK$6.0 million, the net price per Rights Share is expected to be approximately HK$0.046.

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LETTER FROM THE BOARD

Basis of provisional allotment

The basis of allotment shall be eleven (11) Rights Shares for every ten (10) Shares held by a Qualifying Shareholder on the Record Date. For illustration, if a Qualifying Shareholder held 15 Shares on the Record Date, he/she/it is entitled to subscribe for up to 16 Rights Shares.

Application for all or any part of a Qualifying Shareholder’s provisional allotment should be made by completing the PAL and lodging the same with a remittance for the Rights Shares being applied for.

Rights Issue Price

The Rights Issue Price, being HK$0.05 per Rights Share, is payable in full when a Qualifying Shareholder accepts the relevant provisional allotment of the Rights Shares or applies for excess Rights Shares or when a transferee of the nil-paid Rights Shares accepts the provisional allotment of the relevant Rights Shares.

The Rights Issue Price represents:

• (i) a discount of approximately 66.4% to the closing price of HK$0.149 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 48.5% to the theoretical ex-rights price of HK$0.097 per Share based on the closing price of HK$0.149 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (iii) a discount of approximately 67.3% to the average of the closing prices of HK$0.153 per Share for the 10 consecutive trading days up to and including the Last Trading Day;

• (iv) a discount of approximately 68.8% to the average of the closing prices of HK$0.160 per Share for the 20 consecutive trading days up to and including the Last Trading Day; and

• (v) a premium of approximately 11.1% over the closing price of HK$0.045 per Share as quoted on the Stock Exchange on the Latest Practicable Date.

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LETTER FROM THE BOARD

The Rights Issue Price was determined after arm’s length negotiations between the Company and the Underwriters with reference to the then market conditions and closing prices of the Shares, and the financial conditions of the Company. The Directors (including the independent nonexecutive Directors) consider that the terms of the Rights Issue, including the Rights Issue Price, are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Qualifying Shareholders

The Rights Issue is only available to the Qualifying Shareholders. The Company will send the Prospectus Documents to the Qualifying Shareholders. The Company will send this prospectus (excluding the PAL and EAF) to the Excluded Shareholders for their information only.

To qualify for the Rights Issue, a Shareholder must be registered as a member of the Company and not be an Excluded Shareholder on the Record Date.

Rights of the Excluded Shareholders

This prospectus will not be registered or filed under the securities legislation of any jurisdictions other than Hong Kong and Bermuda. If at the close of business on the Record Date, a Shareholder’s address on the Company’s register of members is outside Hong Kong, that Shareholder may not be eligible to take part in the Rights Issue.

Based on the register of members of the Company as at the Latest Practicable Date, the Company had one Overseas Shareholder whose address is in the PRC.

The Directors have, in compliance with Rule 13.36 of the Listing Rules, made enquiries regarding the legal restrictions under the laws of the PRC and the requirements of the relevant regulatory body or stock exchange in the PRC. Based on the legal opinions provided by the PRC legal advisers, the Directors consider that the Rights Issue can be offered to the Overseas Shareholder in the PRC as there are no legal restrictions for the Company an offering the Rights Shares to such overseas Shareholder.

Accordingly, there is no Overseas Shareholders being prohibited from the Rights Issue. It is the responsibility of the Shareholder (including the Overseas Shareholders) to observe the domestic legal and regulatory requirements applicable to them for taking up and onward sale of the nil-paid rights and the Rights Shares.

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LETTER FROM THE BOARD

Arrangements will be made for the Rights Shares, which would otherwise have been provisionally allotted to the Excluded Shareholders in nil-paid form, to be sold as soon as practicable after dealings in the nil-paid Rights Shares commence, if a premium (net of expenses) can be obtained. The proceeds of such sale, less expenses, will be paid in Hong Kong dollars to the relevant Excluded Shareholders pro rata (but rounded down to the nearest cent) to their shareholdings in the Company, except that the Company will retain individual amounts due to any Excluded Shareholders of less than HK$100 for its own benefit. Any unsold entitlement of the Excluded Shareholders will be made available for application under the EAF by the Qualifying Shareholders.

No part of the Prospectus Documents should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the written consent of the Company.

Fractional entitlements to the Rights Shares

The Company will not provisionally allot fractions of Rights Shares in nil-paid form to the Qualifying Shareholders otherwise entitled thereto. All fractions of nil-paid Rights Shares will be aggregated and all nil-paid Rights Shares arising from such aggregation will be sold in the market, if a premium (net of expenses) can be achieved, and the Company will retain the proceeds from such sale(s) for its benefit. Any unsold aggregate of fractions of nil-paid Rights Shares will be made available for excess application under the excess application forms.

Procedures for acceptance and transfer

A PAL is enclosed with this prospectus which entitles the Qualifying Shareholder(s) to whom it is addressed to subscribe for the number of the Rights Shares shown therein. If the Qualifying Shareholders wish to accept all the Rights Shares provisionally allotted to them as specified in the PAL, they must lodge the PAL in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with the Registrar at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, by not later than 4:00 p.m. on Thursday, 29 September 2011. All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier’s orders which must be issued by, a licensed bank in Hong Kong and made payable to “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (PAL) ” and crossed “ ACCOUNT PAYEE ONLY ”. It should be noted that unless the PAL, together with the appropriate remittance, have been lodged with the Registrar by not later than 4:00 p.m. on Thursday, 29 September 2011, whether by the original allottee or any person in whose favour the rights have been validly transferred, that provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled. The Company may, at its sole discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions.

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LETTER FROM THE BOARD

If the Qualifying Shareholders wish to accept only part of their provisional allotment or transfer part of their rights to subscribe for the Rights Shares provisionally allotted to them under the PAL or to transfer part or all of their rights to more than one person, the entire PAL must be surrendered and lodged for cancellation by not later than 4:30 p.m. on Wednesday, 21 September 2011 to the Registrar, who will cancel the original PAL and issue new PALs in the denominations required which will be available for collection from the Registrar at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, after 9:00 a.m. on the second Business Day after the surrender of the original PAL.

The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Qualifying Shareholders. All cheques or cashier’s orders will be presented for payment following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and return of the PAL with a cheque or a cashier’s order, whether by a Qualifying Shareholder or by any nominated transferees, will constitute a warranty by the applicant that the cheque or the cashier’s order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the cheque or cashier’s order is dishonoured on first presentation, and in that event the provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled.

Save as described under the paragraph headed “Rights of the Excluded Shareholders” above, no action has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus Documents in any territory other than Hong Kong. Accordingly, no person receiving the Prospectus Documents in any territory outside Hong Kong may treat it as an offer or invitation to apply for the Rights Shares or excess Rights Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. Subject as referred to below, it is the responsibility of anyone outside Hong Kong wishing to make an application for the Rights Shares to satisfy itself/himself/ herself before acquiring any rights to subscribe for the provisionally allotted Rights Shares or excess Rights Shares as to the observance of the laws and regulations of all relevant territories, including the obtaining of any governmental or other consents, and to pay any taxes and duties required to be paid in such territory in connection therewith. Any acceptance of the offer of the Rights Shares by any person will be deemed to constitute a representation and warranty from such person to the Company that these local laws and requirements have been fully complied with. If you are in doubt as to your position, you should consult your own professional advisers. The Company reserves the right to refuse to accept any application for the Rights Shares where it believes that doing so would violate the applicable securities or other laws or regulations of any jurisdiction. No application for the Rights Shares will be accepted from any person who is an Excluded Shareholder.

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LETTER FROM THE BOARD

If the Underwriter exercises the right to terminate or rescind the Underwriting Agreement or if any of the conditions of the Rights Issue as set out in the paragraph headed “Conditions of the Rights Issue” in the section headed “Underwriting Arrangement” below is not fulfilled or waived (as applicable) at or before the time and date specified in the Underwriting Agreement, the monies received in respect of acceptances of the Rights Shares will be returned to the Qualifying Shareholders or such other persons to whom the Rights Shares in their nil-paid form have been validly transferred or, in the case of joint acceptances, to the first-named person without interest, by means of cheques despatched by ordinary post at the risk of such Qualifying Shareholders or such other persons to their registered addresses by the Registrar on or before Monday, 10 October 2011.

Application for excess Rights Shares

Qualifying Shareholders are entitled to apply for any unsold entitlements of the Excluded Shareholders and any nil-paid Rights Shares provisionally allotted but not accepted, by completing the form of application for excess Rights Shares and lodging the same with a separate remittance for the excess Rights Shares being applied for. The Directors will allocate the excess Rights Shares at their discretion on a fair and equitable basis, and on the following principles:

• (i) preference will be given to applications for less than a board lot of Rights Shares where they appear to the Directors that such applications are made to round up odd-lot holdings to whole-lot holdings and that such applications are not made with intention to abuse this mechanism (the “ Top-up Arrangement ”); and

• (ii) subject to the availability of excess Rights Shares after allocation under principle (i) above, the excess Rights Shares will be allocated to the Qualifying Shareholders based on a sliding scale with reference to the number of excess Rights Shares applied by them (i.e. Qualifying Shareholders applying for smaller number of Rights Shares are allocated with a higher percentage of successful application but will receive less number of Rights Shares; whereas Qualifying Shareholders applying for larger number of Rights Shares are allocated with a smaller percentage of successful application but will receive greater number of Rights Shares) and with board lot allocations to be made on best effort basis.

Shareholders with their Shares held by a nominee company should note that the Board will regard the nominee company as a single Shareholder according to the register of members of the Company. Accordingly, the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to beneficial owners individually. Beneficial owners who hold their Shares through a nominee company are advised to consider whether they would like to arrange for the registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

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LETTER FROM THE BOARD

If a Qualifying Shareholder wishes to apply for any Rights Shares in addition to his/ her/ its provisional allotment, he/she/it must complete and sign the enclosed EAF in accordance with the instructions printed thereon and lodge the same with a separate remittance for the amount payable on applications in respect of the excess Rights Shares being applied for with the Registrar at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong at or before 4:00 p.m. on Thursday, 29 September 2011. All remittances must be made in Hong Kong dollars by cheques which must be drawn on a bank account with, or by cashiers orders which must be issued by, licensed bank in Hong Kong and made payable to “ GUOJIN RESOURCES HOLDINGS LIMITED – RIGHTS ISSUE (EAF) ” and crossed “ ACCOUNT PAYEE ONLY ”. The Registrar will notify the relevant Qualifying Shareholders of any allotment of excess Rights Shares made to them. An announcement of results of acceptance of and excess applications for the Rights Issue will be published on the websites of the Stock Exchange and the Company on Thursday, 6 October 2011.

Shareholders or potential investors should note that the number of excess Rights Shares which may be allocated to them may be different where they make applications for excess Rights Shares by different means, such as making applications on their own names as against through nominees who also hold Shares for other Shareholders/investors. Shareholders and investors with their Shares held by a nominee company should note that the Board will regard the nominee company (including HKSCC) as a single Shareholder according to the register of members of the Company. Accordingly, the Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to beneficial owners individually. Shareholders and investors should consult their professional advisers if they are in any doubt as to their status. Investors with their Shares held by a nominee company are advised to consider whether they would like to arrange for the registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

Where the number of excess Rights Shares applied for under one EAF is larger than the total number of Rights Shares being offered under the Rights Issue, being 1,654,125,555 Rights Shares, such application (other than from a nominee company) would be treated as invalid and be rejected. If no excess Rights Shares are allotted to a Qualifying Shareholder, the amount tendered on application is expected to be returned by refund cheque to that Qualifying Shareholder in full by ordinary post by the Registrar at his own risk on or before Monday, 10 October 2011. If the number of excess Rights Shares allotted to a Qualifying Shareholder is less than that applied for, the surplus application monies are also expected to be returned by refund cheque to that Qualifying Shareholder by ordinary post by the Registrar at his own risk on or before Monday, 10 October 2011.

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LETTER FROM THE BOARD

All cheques or cashiers orders will be presented for payment following receipt and all interest earned on such monies will be retained for the benefit of the Company. Completion and return of the EAF will constitute a warranty and representation of the Company that all registration, legal and regulating requirements of all relevant jurisdictions in connection with the EAF and any acceptance of it, have been, or will be, duly complied with. Completion and return of the EAF together with a cheque or a cashier’s order in payment for the excess Rights Shares applied will constitute a warranty by the applicant that the cheque or the cashier ’s order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, any EAF in respect of which a cheque or cashier’s order is dishonoured on first presentation is liable to be rejected.

The EAF is for use only by the person(s) to whom it is addressed and is not transferable. All documents, including cheques or cashier’s orders for amounts due, will be sent at the risk of the persons entitled thereto to their registered addresses by the Registrar. The Company may, at its discretion, treat an EAF as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the EAF is not completed in accordance with the relevant instructions. Save as described under the paragraph headed “Rights of the Excluded Shareholders” above, no action has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus Documents in any territory other than Hong Kong. Accordingly, no person receiving a copy of the EAF in any territory outside Hong Kong may treat it as an offer or invitation to apply for the excess Rights Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. It is the responsibility of anyone outside Hong Kong wishing to make an application for the excess Rights Shares to satisfy itself/himself/herself before acquiring any rights to subscribe for the excess Rights Shares as to the observance of the laws and regulations of all relevant territories, including the obtaining of any governmental or other consents, and to pay any taxes and duties required to be paid in such territory in connection therewith. The Company reserves the right to refuse to accept any application for the excess Rights Shares where it believes that doing so would violate the applicable securities or other laws or regulations of any jurisdiction.

If the Underwriters exercise the right to terminate or rescind the Underwriting Agreement or if any of the conditions of the Rights Issue as set out in the paragraph headed “Conditions of the Rights Issue” below is not fulfilled or waived (as applicable), the monies received in respect of application for excess Rights Shares will be returned to the Qualifying Shareholders or, in the case of joint applicants, to the first-named person without interest, by means of cheques despatched by ordinary post at the risk of such Qualifying Shareholders to their registered addresses by the Registrar on or before Monday, 10 October 2011.

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LETTER FROM THE BOARD

Status of the Rights Shares

The Rights Shares, when fully-paid, shall rank pari passu in all respects with the New Shares then in issue, including as to the right to receive all dividends and distributions which may be declared, made or paid on or after the date of allotment of the Rights Shares.

Application for listing

The Company has made an application to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fullypaid forms. The Rights Shares do not constitute a new class of securities to be listed on the Stock Exchange. The board lot size of nil-paid Rights Shares is the same as that of the fully-paid Rights Shares of 2,000 Shares.

No part of the share capital of the Company is listed or dealt in or on which listing or permission to deal in is being or is proposed to be sought on any other stock exchange.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange as well as compliance with the stock admission requirements of HKSCC, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.

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LETTER FROM THE BOARD

Permission of the Bermuda Monetary Authority

Pursuant to a public notice issued by the Bermuda Monetary Authority on 1 June 2005 under the Exchange Control Act 1972 of Bermuda (and regulations made thereunder), the Company has the general permission of the Bermuda Monetary Authority to issue Shares (which would include the Rights Shares) to persons regarded as non-residents of Bermuda for exchange control purposes subject to the requirement that the Shares are listed on the Stock Exchange. In granting such permission and in accepting the Prospectus Documents for filing, neither the Bermuda Monetary Authority nor the Registrar of Companies of Bermuda accepts any responsibility for the financial soundness of the Group or for the correctness of any statements made or opinions expressed in the Prospectus Documents.

Stamp duty

Dealings in the Rights Shares in both their nil-paid and fully-paid forms which are registered in the Registrar will be subject to the payment of stamp duty, Stock Exchange trading fee, transactions levy, investor compensation levy or any other applicable fees and charges in Hong Kong.

Share certificates and refund cheques for Rights Issue

Subject to the fulfilment of the conditions of the Rights Issue as set out below, certificates for all fully-paid Rights Shares are expected to be posted to those entitled thereto by ordinary post, at the Shareholders’ own risks, on Monday, 10 October 2011. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on or before Monday, 10 October 2011 by ordinary post to the applicant at their own risk.

UNDERTAKING AND UNDERWRITING ARRANGEMENT

Undertaking

As at the Latest Practicable Date, Mr. Yip held 3,000,000 Shares (through his 46.25% interests in Vendor 3). Mr. Yip has given an irrevocable undertaking to the Company and Kingsway that he will accept or procure the subscription of his full entitlement of Rights Shares pursuant to the Rights Issue; and that he shall not, without the prior written consent of the Company, dispose of, transfer or deal in any Shares from the date of the undertaking up to and including the Last Acceptance Date.

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LETTER FROM THE BOARD

Underwriting Agreement

Date: 20 June 2011 Underwriters: (i) Mr. Yip; and (ii) Kingsway Number of Rights Shares 1,650,825,555 Rights Shares underwritten by the Underwriters as at the Record Date: Commission: 2.5% of the total aggregate Rights Issue Price for the Underwritten Shares

The commission rate was determined after arm’s length negotiation between the Company and the Underwriters by reference to the existing financial position of the Group, the size of the Rights Issue, and the current and expected market conditions. The Directors consider the terms of the Underwriting Agreement including the commission rate are fair and reasonable so far as the Company and the Shareholders are concerned. Underwriting is not the ordinary course of business of which Mr. Yip is engaged.

Pursuant to the Underwriting Agreement and subject to the terms and condition thereof, the Rights Shares will be fully underwritten by the Underwriters such that (i) Mr. Yip shall underwrite the first 896,589,220 Rights Shares not taken up by the Qualifying Shareholders; and (ii) Kingsway shall underwrite the balance of the Rights Shares not taken up by the Qualifying Shareholders up to a maximum of 840,000,000 Rights Shares.

As at the Record Date, the number of Rights Shares underwritten by the Underwriters is 1,650,825,555. Accordingly, the maximum number of Rights Shares which shall be taken up by Kingsway or the subscribers procured by it is 754,236,335.

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LETTER FROM THE BOARD

Conditions of the Rights Issue

The Rights Issue is conditional upon:

• (i) the filing and registration on or prior to the Posting Date of the Prospectus Documents (and all other documents required to be attached thereto) with the Registrar of Companies in Hong Kong, complying with the requirements of the Companies Ordinance;

• (ii) the filing on or as soon as practicable after the Posting Date of the Prospectus Documents (and all other documents required to be attached thereto) with the Registrar of Companies in Bermuda, complying with the requirements of the Companies Act;

• (iii) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) the listing of, and permission to deal in, all the Rights Shares, in their nilpaid and fully paid forms, by not later than, in respect of the Rights Shares in their nilpaid form, the first Business Day after the Posting Date and, in respect of the Rights Shares in their fully paid form, the day on which certificates for the Rights Shares are despatched to those entitled thereto under the Rights Issue, and such listing not being revoked prior to 5:00 p.m. on the day which is the second Business Day following the Latest Time for Acceptance;

• (iv) compliance by Mr. Yip with all of his obligations under the Underwriting Agreement (except for his obligation to subscribe for the Underwritten Shares) and the Undertaking on or before the Latest Time for Acceptance;

• (v) compliance by the Company with all of its obligations under the Underwriting Agreement;

• (vi) the passing by no later than the Posting Date by the Independent Shareholders at the SGM of all necessary resolution(s) to approve the Rights Issue;

• (vii) the obtaining of the permission of the Bermuda Monetary Authority for the issue of the Rights Shares, if necessary;

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LETTER FROM THE BOARD

• (viii) the obligations of the Underwriters becoming unconditional and that Underwriting Agreement is not terminated in accordance with its terms;

• (ix) the Redemption Agreements having become unconditional (other than the condition for Underwriting Agreement and the Capital Reorganisation to become unconditional);

• (x) the Acquisition Agreement having been approved by the Shareholders who are allowed to vote and not required to abstain from voting under the Listing Rules and/or other applicable laws and regulations approving at the special general meeting of the Company; and

• (xi) the Capital Reorganisation having become unconditional (other than the condition for Underwriting Agreement and the Redemption Agreements to become unconditional).

The above conditions of the Rights Issue are incapable of being waived. If any of the above conditions is not fulfilled by the Latest Time for Termination, or where appropriate, the respective dates aforesaid (or such later time as the Underwriters may agree with the Company in writing), or the Underwriting Agreement shall terminate pursuant to the Underwriting Agreement and the obligations of the parties shall forthwith cease and be null and void and none of the parties shall have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement and the Company shall reimburse to the Underwriters all reasonable costs and expenses as have been properly incurred by it in connection with the Rights Issue.

As at the Latest Practicable Date, conditions (vi) and (x) have been fulfilled.

Termination of the Underwriting Agreement

The Underwriters reserve the right to terminate the Underwriting Agreement by giving notice to the Company at any time prior to the Latest Time for Termination:

• (i) in the reasonable and good faith opinion of the Underwriters, the success of the Rights Issue would be materially and adversely affected by:

• (a) the introduction of any new regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

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LETTER FROM THE BOARD

• (b) the occurrence of any national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date thereof, of a political, military, diplomatic, financial, economic or other nature (whether or not sui generis with any of the foregoing), or in the nature of any national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of any of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or

• (c) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (d) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities) occurs which in the reasonable opinion of the Underwriters make them inexpedient or inadvisable to proceed with the Rights Issue; or

• (e) the imposition of economic sanction or withdrawal of trading privileges, in whatever form, by the United States or by the European Union (or any member thereof) on Hong Kong or any jurisdiction relevant to the Group; or

• (f) a general moratorium on commercial banking activities in Hong Kong declared by the relevant authorities; or

• (g) any change or development involving a prospective change in taxation or exchange control (or the implementation of any exchange control) in Hong Kong or other jurisdictions relevant to the Group; or

• (h) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

• (i) any matter or event showing any of the warranties, undertakings or provisions contained in the Underwriting Agreement to be untrue, inaccurate or misleading in any material respect when given or repeated or there has been a breach of any of the warranties, undertakings or any other provisions of the Underwriting Agreement; or

• (j) any breach by Mr. Yip of any provision in the Undertaking; or

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LETTER FROM THE BOARD

• (k) the circular and the Prospectus Documents when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date thereof been publicly announced or published by the Company and which may in the reasonable opinion of any of the Underwriters is material to the Group as a whole and is likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it; or

• (l) any event, act or omission which gives rise to any material liability of the Company arising out of or in connection with any warranties or undertakings in the Underwriting Agreement.

Upon the giving of notice under the Underwriting Agreement, the Underwriting Agreement shall terminate and the obligations of the parties shall forthwith cease and be null and void and none of the parties shall have any right against or liability towards any of the other parties arising out of or in connection with the Underwriting Agreement.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

The Rights Issue is subject to, among other things, the fulfilment or waiver of the conditions set out in the paragraph headed “Conditions of the Rights Issue” above. In particular, it is subject to the Underwriting Agreement not being terminated in accordance with its terms on or before the second Business Day following the Last Acceptance Date. Accordingly, the Rights Issue may or may not proceed and potential investors and Shareholders are reminded to exercise caution when dealings in the Shares.

Any dealings in the Shares from the Latest Practicable Date up to the date on which all the conditions of the Rights Issue are fulfilled, and any Shareholders dealings in the Rights Shares in nil-paid form will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholder or other person contemplating any dealings in the Shares or Rights Shares in their nil-paid form is recommended to consult their professional advisers.

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LETTER FROM THE BOARD

SHAREHOLDING STRUCTURE

Set out below is a summary of the shareholding structure of the Company (i) as at the Latest Practicable Date; (ii) immediately after the issue of Redemption Shares and the Rights Shares (assuming 0% acceptance of Rights Issue save for that accepted by Mr. Yip); (iii) immediately after the issue of Redemption Shares, the Rights Shares (assuming 0% acceptance of Rights Issue save for that accepted by Mr. Yip), Conversion Shares upon conversion of the Convertible Notes (save for HK$40 million to be retained) and Performance Incentive Shares to the extent that the Vendors will be interested in 29.99% of the Company; (iv) immediately after the issue of Redemption Shares, the Rights Shares (assuming 0% acceptance of Rights Issue save for that accepted by Mr. Yip), Conversion Shares upon full conversion of the Convertible Notes and a maximum of 6,720 million Performance Incentive Shares; (v) immediately after the issue of Redemption Shares and the Rights Shares (assuming 100% acceptance of Rights Issue); (vi) immediately after the issue of Redemption Shares, the Rights Shares (assuming 100% acceptance of Rights Issue), Conversion Shares upon conversion of the Convertible Notes (save for HK$40 million to be retained) and Performance Incentive Shares to the extent that the Vendors will be interested in 29.99% of the Company; and (vii) immediately after the issue of Redemption Shares, the Rights Shares (assuming 100% acceptance of Rights Issue), Conversion Shares upon full conversion of the Convertible Notes and a maximum of 6,720 million Performance Incentive Shares:

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LETTER FROM THE BOARD

		Immediately after the	issue of Redemption	Shares, the Rights Shares	(assuming 100%	acceptance of Rights Issue), Immediately after the	Conversion Shares issue of Redemption	upon conversion of Shares, the Rights Shares	the Convertible Notes (save (assuming 100%	for HK$40 million acceptance of Rights Issue),	to be retained) and Conversion Shares	Immediately after the Performance Incentive upon full conversion of	issue of Redemption Shares to the extent that the Convertible Notes and	Shares and the Rights Shares the Vendors will be a maximum of	(assuming 100% interested in 29.99% of 6,720 million Performance	acceptance of Rights Issue) the Company(Note 6, 8) Incentive Shares(Note 7, 8)	Number of Number of Number of	Shares % Shares % Shares %	609,000 0.01% 609,000 0.01% 609,000 0.00%		6,300,000 0.09% 1,576,363,537 15.12% 4,857,927,000 29.84%	3,759,000 0.05% 1,544,939,252 14.82% 3,959,008,200 24.32%	– – 5,256,211 0.05% 163,123,800 1.00%	10,059,000 0.14% 3,126,559,000 29.99% 8,980,059,000 55.16%	2,181,160,000 29.84% 2,181,160,000 20.92% 2,181,160,000 13.40%	820,866,667 11.23% 820,866,667 7.87% 820,866,667 5.04%	328,346,667 4.49% 328,346,667 3.15% 328,346,667 2.02%	328,346,667 4.49% 328,346,667 3.15% 328,346,667 2.02%	328,346,667 4.49% 328,346,667 3.15% 328,346,667 2.02%	164,173,333 2.25% 164,173,333 1.57% 164,173,333 1.01%	– – – – – –		– – – – – –	3,147,208,060 43.06% 3,147,208,060 30.19% 3,147,208,060 19.33%	7,309,116,061 100.00% 10,425,616,061 100.00% 16,279,116,061 100.00%			4,296,421,394 58.78% 5,117,288,061 49.08% 5,117,288,061 31.44%
Immediately after the	issue of Redemption	Shares, the Rights Shares	(assuming 0%	acceptance of Rights Issue Immediately after the	save for that issue of Redemption	accepted by Mr. Yip), Shares, the Rights Shares	Conversion Shares (assuming 0%	upon conversion of acceptance of Rights Issue	the Convertible Notes (save save for that	for HK$40 million accepted by Mr. Yip),	to be retained) and Conversion Shares	Performance Incentive upon full conversion of	Shares to the extent that the Convertible Notes and	the Vendors will be a maximum of	interested in 29.99% of 6,720 million Performance	the Company(Note 6, 8) Incentive Shares(Note 7, 8)	Number of Number of	Shares % Shares %	290,000 0.00% 290,000 0.00%		1,833,952,757 20.05% 5,754,516,220 35.35%	903,970,252 9.88% 3,957,039,200 24.31%	5,256,211 0.06% 163,123,800 1.00%	2,743,179,220 29.99% 9,874,679,220 60.66%	2,181,160,000 23.84% 2,181,160,000 13.40%	820,866,667 8.97% 820,866,667 5.04%	328,346,667 3.59% 328,346,667 2.02%	328,346,667 3.59% 328,346,667 2.02%	328,346,667 3.59% 328,346,667 2.02%	164,173,333 1.80% 164,173,333 1.01%	– – – –		754,236,335 8.25% 754,236,335 4.63%	1,498,670,505 16.38% 1,498,670,505 9.20%	9,147,616,061 100.00% 16,279,116,061 100.00%			4,222,986,841 46.17% 4,222,986,841 25.94%
											Immediately after the	issue of Redemption	Shares and the Rights Shares	(assuming 0% acceptance of	Rights Issue save for that	accepted by Mr. Yip)	Number of	Shares %	290,000 0.00%		902,889,220 12.35%	1,790,000 0.03%	– –	904,679,220 12.38%	2,181,160,000 29.84%	820,866,667 11.23%	328,346,667 4.49%	328,346,667 4.49%	328,346,667 4.49%	164,173,333 2.25%	– –		754,236,335 10.32%	1,498,670,505 20.51%	7,309,116,061 100.00%			3,402,120,174 46.55%
															As at the Latest	Practicable Date	Number of	Shares %	290,000 0.02%		3,000,000 0.20%	1,790,000 0.12%	– –	4,790,000 0.32%	– –	– –	– –	– –	– –	– –	– –		– –	1,498,670,505 99.66%	1,503,750,505 100.00%			1,498,670,505 99.66%
																			Mr. Leung Ka Kui, Johnny (Note 1)	Mr. Yip Wai Lun, Alvin and his	associates (Note 2)	Vendor 1	Mr. Lee (Note 3)	Total Vendors	Ugent Bondholder 1 (Note 4)	Ugent Bondholder 2 (Note 4)	Ugent Bondholder 3 (Note 4)	Ugent Bondholder 4 (Note 4)	Ugent Bondholder 5 (Note 4)	Ugent Bondholder 6 (Note 4)	Other Share Options holders	Kingsway and/or the	subscribers procured by it	Other public Shareholders	Total			Total public Shareholders (Note 5)

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LETTER FROM THE BOARD

Notes:

1. Mr. Leung Ka Kui, Johnny, who is an independent non-executive Director, holds Share Options to subscribe for 1,542 Shares.

2. Mr. Yip’s associates include Vendor 3 and Mr. Lai. These 3,000,000 Shares are held by Vendor 3 which is owned as to 46.25% by Vendor 1, 46.25% by Mr. Yip and 7.5% by Mr. Lee. The ultimate beneficial owner of Vendor 4, Mr. Lai, is an associate of Mr. Yip.

3. Mr. Lee owns 7.5% interests in Vendor 3.

4. The Ugent Bondholders would not be entitled to the Rights Issue.

5. Kingsway confirms that none of it or the subscribers procured by it will become substantial shareholders of the Company upon completion of the Rights Issue. Kingsway has procured certain independent subscribers as at the Latest Practicable Date.

6. Save for the Convertible Notes in the principal amount of HK$40 million to be retained by the Vendors for the purpose of satisfying any claims under the warranties pursuant to the Acquisition Agreement, the Vendors undertake to use all reasonable endeavours to exercise the conversion rights attaching to the balance of the Convertible Notes as soon as practicable after the Acquisition Completion provided that any such conversion of the Convertible Notes will not (i) trigger a mandatory offer obligation under Rule 26 of the Takeovers Code by all or any of the Vendors (whether or not such mandatory offer obligation is triggered by the fact that the number of the Conversion Shares to be allotted and issued upon the exercise of the conversion rights attaching to the Convertible Notes, including any Shares acquired or owned by any parties acting in concert with the Vendors or any of them, represents 30% (or such other percentage as may be stated in Rule 26 of the Takeovers Code in effect from time to time) or more of the voting rights at the general meetings of the Company) or otherwise pursuant to other provisions of the Takeovers Code; or (ii) result in the Company being not able to maintain the minimum public float of 25% (or any other percentage as required by the Listing Rules from time to time) of the issued shares of the Company after such conversion.

Pursuant to the terms of the Performance Incentive Agreement, the Performance Incentive Shares will not be issued to the extent that, (i) the Vendors, together with parties acting in concert with them, directly or indirectly control or would be interested in an aggregate of 30% or more of the issued Shares immediately following the issue of the relevant Shares, or if the Vendors would otherwise be obliged to make a mandatory offer obligation under Rule 26 of the Takeovers Code or otherwise pursuant to other provisions of the Takeovers Code; or (ii) the minimum public float requirement of the Company under the Listing Rules will be breached as a result of such issue.

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LETTER FROM THE BOARD

1. The columns under which (i) immediately after the issue of Redemption Shares, the Rights Shares (assuming 0% acceptance of Rights Issue save for that accepted by Mr. Yip), Conversion Shares upon full conversion of the Convertible Notes and a maximum of 6,720 million Performance Incentive Shares; and (ii) immediately after the issue of Redemption Shares, the Rights Shares (assuming 100% acceptance of Rights Issue), Conversion Shares upon full conversion of the Convertible Notes and a maximum of 6,720 million Performance Incentive Shares are for illustration purpose only.

2. In accordance with the terms and conditions of the Convertible Notes, the Redemption and Rights Issue will result in an adjustment to the conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares. It is agreed among the Company, the Purchaser and the Vendors that in the event the adjusted conversion price is less than HK$0.05 per Conversion Share, the adjusted conversion price shall be fixed at HK$0.05 per Conversion Share. Based on the above, it is expected that the conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares will be adjusted to HK$0.05. Further announcement will be made by the Company as and when appropriate.

3. The above shareholding table has taken into account the aforesaid adjustment to be made to the conversion price of the Convertible Notes and the issue price of the Performance Incentive Shares.

REASONS FOR THE RIGHTS ISSUE AND THE USE OF PROCEEDS

The Company is an investment holding company and its subsidiaries are engaged in the (i) remanufacturing and sale of computer printing and imaging products; (ii) manufacture and sale of data media products; and (iii) distribution and sale of data media products.

As disclosed in the annual report of the Group for the year ended 31 December 2010 (the “ 2010 Annual Report ”), the Group recorded a turnover of approximately HK$169.9 million for the year ended 31 December 2010, representing a decrease of approximately 23% compared with approximately HK$221.4 million in 2009. The Group’s loss attributable to the owners of the Company amounted to approximately HK$383.4 million in 2010, which was primarily attributable to the raw material price hike and the substantial wage hike in the PRC. As at 31 December 2010, the Group had cash and cash equivalent of approximately HK$37.9 million, net current assets of approximately HK$18.4 million and net liabilities of approximately HK$132.2 million. As stated in the 2010 Annual Report, in view of the liquidity constraints encountered by the Group and the need to improve the Group’s overall financial and cash flow positions so as to maintain the Group’s existence as a going concern, the Directors have implemented measures to tighten cost controls over various distribution costs and administrative expenses and are considering various alternatives to enlarge the capital base of the Company in order to provide additional funding to the Group.

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LETTER FROM THE BOARD

Given the unsatisfactory performance of the business relating to remanufacturing and sale of computer printing and imaging products as mentioned in above section, the Group is currently in the process of discontinuing the relevant business in order to minimize its adverse impact on the Group’s financial position and on 8 August 2011, the joint liquidators have been appointed for the Voluntary Liquidation. Nevertheless, the Group will continue to engage in the manufacture and sale of data media products and distribution and sale of data media products. For the year ended 31 December 2010, this segment relating to the manufacture and sale of date media products recorded a turnover of approximately HK$68.3 million and a segment profit of approximately HK$1.9 million. The Group will continue to improve its operational efficiency to improve the profitability of this division.

Having taken into account the current financial position of the Group, particularly the debt obligation of the Ugent Bonds which is due April 2012 and the working capital needs of the Company for the near future, the Board is of the view that the Company has immediate funding need for its existing operation. In addition, with a view to improving its financial performance, the Group has been actively looking for attractive merger and acquisition opportunities in order to extend its business reach and therefore the Company entered into the Acquisition Agreement relating to the Acquisition for a total consideration of HK$120 million which shall be settled as to HK$7.5 million by cash and as to HK$112.5 million by way of allotment and issue of the Convertible Notes to the Vendors (or their nominees) as disclosed in the Acquisition Announcements and the Acquisition Circular. To this end, the Board has worked out the proposal involving the Redemption and the Rights Issue to ensure that the Group will be in a much healthier financial position to engage in the business of the Target Companies.

The estimated net proceeds from the Rights Issue will be approximately HK$76.7 million. The Company intends to apply the net proceeds for working capital of the Group and the Target Companies upon the Acquisition Completion.

The terms of the Rights Issue (including the Rights Issue Price) were arrived at after arm’s length negotiation between the Company and the Underwriters with reference to the market prices of the Shares before the date of the Underwriting Agreement, the financial conditions of the Company, existing number of issued Shares, the fund expected to be raised by the Rights Issue and the current and expected market conditions. The Directors consider that under the Rights Issue, each Shareholder is entitled to subscribe for the Rights Shares at the same price in proportion to his/her/its existing shareholding in the Company and the discount of the Rights Issue Price will encourage the Shareholders to participate in the Rights Issue.

Despite the fact that a significant amount of odd lot shares may be resulted from the Rights Issue, having considered the above factors and the agreements were negotiated on arm’s length basis, the Directors consider the terms of the Rights Issue are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

BUSINESS TREND AND TRADING PROSPECTS OF THE ENLARGED GROUP

The Group is principally engaged in (i) remanufacturing and sales of computer printing and imaging products; (ii) manufacturing and sales of data media products; and (iii) distribution of data media products.

As disclosed in the 2010 Annual Report, the Group recorded a significant decrease in turnover generated from its major revenue stream (i.e. remanufacturing and sales of computer printer and imaging products) by approximately 50%, which was primarily attributable to the competitive operating environment and substantial increases in prices of raw materials and labour costs. As set out in the interim report of the Company for the six months ended 30 June 2011 (the “ 2011 Interim Report ”), the remanufacturing and sales of computer printer and imaging products division recorded a substantial decrease in turnover for 82.4% to approximately HK$8.2 million, compared to approximately HK$46.6 million for the six months ended 30 June 2010. Despite the implementation of vigorous cost cutting measures such as production base contraction and headcount reduction, this division suffered a loss of approximately HK$69.2 million, compared to approximately HK$61.1 million for the six months ended 30 June 2010. Given the unsatisfactory performance of this division and the cash flow required to sustain the operation, the Group is currently in the process of discontinuing the relevant business and on 8 August 2011, Ugent has approved the Voluntary Liquidation and the joint liquidators have been appointed for the Voluntary Liquidation.

The Group recorded an increase in turnover generated from manufacturing and sales of data media products by approximately 35% and a decrease in turnover generated from the distribution of data media products by approximately 48% for the year ended 31 December 2010 respectively. According to the 2011 Interim Report, the division of manufacturing and sale of data media products recorded a turnover of approximately HK$32.0 million and the segment profit of approximately HK$6.1 million for the six months ended 30 June 2011, compared to the turnover of approximately HK$31.2 million and the segment loss of approximately HK$1.9 million for the corresponding period of last year. The distribution of data media products experienced a decline in turnover, at approximately HK$5.3 million for the six months ended 30 June 2011 down from approximately HK$6.0 million for the same period of last year. Going forward, the management of the Company will seek for ways to optimize its scale of operation and improve the operational efficiency to counter the effect of a possible decrease in further demand due to the change in technology, and will continue to look for suitable investment opportunities.

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LETTER FROM THE BOARD

As disclosed in the Acquisition Announcements and the Acquisition Circular, the Company and the Purchaser entered into the Acquisition Agreement with the Vendors to acquire a group of companies mainly engaged in (i) manufacturing and trading of DVD boxes and related components; (ii) manufacturing and trading of plastic products; and (iii) manufacturing and trading of medical devices with a view to positioning itself in the global medical devices industry by applying the existing skills of the Company, and broadening its revenue stream. As the Target Companies have been operating with proven track record for the traditional manufacturing business, it is the intention of the Company that the Target Companies will continue to engage in this business after Completion. The Enlarged Group is capable of entering the manufacturing business of medical devices which is expected to experience growth in the coming years. The Directors also consider that the Acquisition will diversify its current business to participate in the manufacturing business of medical devices, improving the Enlarged Group’s income base and its financial performance.

The Directors believe that the Rights Issue will provide the Company a stronger capital base and working capital for its existing business and the Target Companies’ business as well as additional flexibility for any investment opportunities that may arise in the future. As at the Latest Practicable Date, save for the Acquisition, the Company has not identified any suitable investment opportunities.

FUND RAISING EXERCISE OF THE COMPANY

On 15 December 2010, the Company announced that it proposed to raise funds by way of placing. However, the placing has lapsed without completion as announced by the Company on 14 January 2011.

Save as disclosed above, there has not been any fund raising exercise conducted by the Company in the past 12 months immediately preceding the date of the Announcement.

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LETTER FROM THE BOARD

PROFESSIONAL TAX ADVICE RECOMMENDED

Qualifying Shareholders are recommended to consult their professional advisers if they are in doubt as to the taxation implications of subscribing for the Rights Shares, or about purchasing, holding or disposals of, or dealings in or exercising any rights in relation to the Shares or the Rights Shares, and similarly, the Excluded Shareholders as regards their receipt of the net proceeds of sale of the Rights Shares otherwise falling to be issued to them under the Rights Issue under the laws of jurisdictions in which they are liable to taxation. It is emphasised that none of the Company, the Directors nor any other parties involved in the Rights Issue accepts responsibility for any tax effects on, or liabilities of, any person resulting from subscribing for, purchasing, holding, disposal of, dealings in or exercising any rights in relation to the Shares or the Rights Shares.

ADDITIONAL INFORMATION

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

On behalf of the board of Guojin Resources Holdings Limited Yip Wai Lun, Alvin Chairman and Managing Director

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE-YEAR FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for each of the three years ended 31 December 2008, 2009 and 2010, and the six months ended 30 June 2011 are disclosed in the annual reports of the Company for the years ended 31 December 2008 (pages 53 to 163), 2009 (pages 48 to 163) and 2010 (pages 46 to 171), and the 2011 Interim Report (page 20 to 60) respectively, and are published on both the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.guojinresources.com). The auditor of the Company has issued a qualified opinion on the Group’s financial statements for the financial years ended 31 December 2008 and unqualified opinion on the financial statements for the year ended 31 December 2009 and 2010.

2. SUBSEQUENT ACQUISITION

Subsequent to 31 December 2010 (being the date of the latest published audited accounts of the Company), on 25 January 2011, the Company and the Purchaser entered into the Acquisition Agreement with the Vendors pursuant to which the Purchaser conditionally agreed to acquire and the Vendors conditionally agreed to sell the entire issued share capital and/or registered capital (as the case maybe) of the Target Companies engaged in manufacturing business for a total consideration of HK$120 million. On 21 June 2011 and 27 July 2011, the Board announced that the Company, the Purchaser and the Vendors agreed to amend certain terms of the Acquisition Agreement and the consideration of HK$120 million is to be satisfied as to HK$7.5 million payable by the Purchaser in cash on a date being six months from the date of Acquisition Completion and as to HK$112.5 million payable to the Vendors (or their respective nominee(s)) by way of allotment and issue of the Convertible Notes upon Acquisition Completion. Further details on the Acquisition and the Target Companies were set out in the Acquisition Circular.

There will be no material variation in the aggregate of the remuneration payable to and benefits in kind receivable by the directors of the Purchaser in consequence of the Acquisition.

The accountants reports of the Target Companies for the three years ended 31 December 2010 and the three months ended 31 March 2011 are set out on pages II-1 to II-61 and III-1 to III-33 of the Acquisition Circular and published on both the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.guojinresources.com).

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. INDEBTEDNESS

At the close of business on 31 July 2011, being the latest practicable date for the purpose of preparing this indebtedness statement prior to the printing of this prospectus, the Group and the Target Companies had the following indebtedness:

(a) Borrowings

As at the close of business on 31 July 2011, being the latest practicable date for the purpose of this indebtedness statement, the Group had outstanding indebtedness of approximately HK$212,439,000, comprising unsecured borrowings of approximately HK$6,856,000, obligations under finance leases of approximately HK$263,000 and secured but unguaranteed convertible bond of principal amount of approximately HK$177,000,000 and related accrued interest of approximately HK$28,320,000.

As at the close of business on 31 July 2011, the Target Companies had outstanding indebtedness of approximately HK$18,692,000, comprising secured bank borrowings of approximately HK$5,775,000, unsecured bank borrowings of approximately HK$9,504,000, obligations under finance leases of approximately HK$713,000 and amount due to shareholders of approximately HK$2,700,000.

(b) Pledge of assets

As at the close of business on 31 July 2011, the Group had pledged its motor vehicle with aggregate carrying value of HK$326,000 to secure finance lease obligations.

As at the close of business on 31 July 2011, the Target Companies had pledged time deposits of approximately HK$2,037,000 and bond fund with fair value of approximately HK$1,117,000 to secure general banking facilities granted to the Target Companies, and had pledged its motor vehicle with carrying value of HK$797,000 to secure finance lease obligations.

(c) Pledge of shares

As at the close of business on 31 July 2011, the Group had pledged the shares of AFEX International (HK) Ltd, a wholly owned subsidiary of the Company, to secure the convertible bonds with carrying value of HK$205,320,000.

As at the close of business on 31 July 2011, the Target Companies did not have pledge of shares.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

(d) Contingencies

The Group did not have any material contingent liabilities or guarantees as at 31 July

The Target Companies did not have any material contingent liabilities or guarantees as at 31 July 2011.

(e) Disclaimer

Save as aforesaid and apart from intra-group liabilities, as at the close of business on 31 July 2011, the Enlarged Group had no debt securities, term loans, mortgages, charges, debentures, loan capital, 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 July 2011 and up to the Latest Practicable Date.

4. WORKING CAPITAL

Subject to the successful completion of the Rights Issue with the estimated net proceeds from the issuance of 1,654,125,555 Rights Shares at a subscription price of HK$0.05 and the successful completion of the redemption of the Ugent Bonds of an aggregate amount of HK$207,561,999 by the issuance and allotment of 4,151,240,001 Redemption Shares, the Directors are of the opinion that, after taking into account the present internal resources available, the existing available credit facilities, the financial effect of the Acquisition, the estimated net proceeds from the Rights Issue and the completion of the Redemption, the Enlarged Group shall have sufficient working capital for its present requirements for at least the next twelve months from the date of this prospectus, in the absence of unforeseen material circumstances.

I – 3

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

5. MATERIAL ADVERSE CHANGE

Since 31 December 2010 (being the date to which the latest published audited consolidated financial statements of the Group were made up), the Group has continued to suffer operating losses from remanufacture and sale of computer printing and imaging products division as a result of which the liquidity (including its cash position) of the Group was further worse off. An announcement on profit warning and the 2011 Interim Report were issued by the Company on 8 August 2011 and 5 September 2011 respectively, details of which are set out in the section headed “Announcements in respect of profit warning and the interim results for the six months ended 30 June 2011” in this appendix.

Save as disclosed 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 December 2010.

6. BUSINESS REVIEW FOR THE YEAR ENDED 31 DECEMBER 2010

For the year ended 31 December 2010, the Group recorded a turnover of approximately HK$170 million, representing a decrease of approximately 23% compared with approximately HK$221 million in 2009. The Group’s loss attributable to the owners of the Company amounted to approximately HK$383 million in 2010 (2009: approximately HK$278 million). Basic loss per share in 2010 was approximately HK28.0 cents as compared with basic loss per share of approximately HK28.9 cents in 2009.

Impacting the Group’s profitability was mainly the raw material price hike, namely empty cartridge prices in the year under review. And like all manufacturers in China, the Group was also hit by the substantial wage hike, which is not only stipulated by law nationally, but also on a structural uptrend in the medium term.

Manufacture and sales of data media products

This division is principally engaged in the manufacturing and sale of 3.5” floppy disks. As stated in the 2010 Annual Report, this division registered an increase of 35% in turnover for the year. Notwithstanding this, the management had taken a critical review of the outlook of this line of business and had expected that the products might come to its end of life and see a decreasing in demand in over an 18 months time. In this regard, a provision on the inventories amounting to approximately HK$8 million was made for the year ended 31 December 2010. This had resulted in a decrease in profit for the division, to approximately HK$2 million from approximately HK$3 million of the year before.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

The Company has been closely monitoring this division to optimise its scale of operation and maximise profitability. The business remains stable subsequent to the last year end. In its continuous monitoring of the underlying business trend, the Company is striving to improve the operational efficiency in this division to counter the effect of a possible decrease in demand in the future.

The distribution of data media products

For the year under review, this division experienced a decline in turnover, at approximately HK$12 million down from approximately HK$23 million a year ago. This has led to the division into a loss of approximately HK$1 million.

Trading and mining of mineral resources

During the year under review, the Group held embarked on trading activities for mineral products and recorded a turnover of approximately HK$16 million in this regard. The activities in this line of business have not proceeded further due to the lack of trading opportunities that would provide the Group with attractive return on minimized credit exposure. The Group will continue to look for suitable opportunities to broaden its business spectrum.

Remanufacturing and sales of computer printing and imaging products

2010 was another a difficult year for the Group as its main business, namely, the remanufacturing and sales of computer printing and imaging products, being approximately 43% (2009: approximately 67%) of the Group’s sales, recorded a sharp decline in sales of approximately 50% in 2010. Operating environment for this segment remained extremely competitive in the year. This was particularly the case on the price front as the market was swamped by low value new-mould products. Profit for this segment was hit severely by a few factors: a) the rise in its key feedstock; empty cartridges b) labour costs, as our factories are located in the Pearl River Delta (Shenzhen and Zhuhhai), the hike was bigger in magnitude nationally; and c) high fixed costs as the utilization of production capacity of the factories is low. In light of the weak sales, the Group also made impairment losses on inventories for obsolete inventories amounting to approximately HK$24 million (2009: approximately HK$82 million), to account for the sluggish sales in 2010 and write-off of inventories amounting to approximately HK$33 million (2009: Nil). These factors have led to a division loss to approximately HK$197 million (2009: approximately HK$148 million).

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

7. ANNOUNCEMENTS IN RESPECT OF PROFIT WARNING AND THE INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2011

Pursuant to the announcement of the Company dated 8 August 2011 in relation to, among other things, the profit warning, based on the unaudited management accounts and other relevant information currently available, it was expected that the Group would record (i) a substantial drop of its turnover for the six months ended 30 June 2011 as compared with the turnover for the corresponding period ended 30 June 2010; and (ii) a considerable loss for the six months ended 30 June 2011. The substantial drop in the turnover was mainly attributable to the scaling down of the Group’s operations on remanufacture and sale of computer printing and imaging products during the period under review. The aforesaid operations have substantially reduced during the review period because the related sales volume has contracted significantly in face of the gross loss incurred by this division as caused by the lack of economy of scale. In addition, during the period under review the Group failed to identify opportunities in trading of minerals that would provide the Group with reasonable return on minimized credit exposure.

Subsequently on 5 September 2011, the Company released the 2011 Interim Report. It was stated in the 2011 Interim Report that the Group faced various challenges during the period under review, in particular, the restructuring of remanufacturing and sale of computer printing and imaging products. For the six months ended 30 June 2011, the turnover of the Group’s continuing operations decreased by 30% to approximately HK$37.2 million, compared to approximately HK$53.2 million for the six months ended 30 June 2010. Loss for the period from continuing operations for the six months ended 30 June 2011 decreased by approximately HK$31.8 million to approximately HK$45.2 million, representing a decrease of 41.3% compared with HK$77.0 million for the same period of last year. Such decrease was mainly due to the decrease in share-based payment expenses and the change in fair value of derivative and embedded derivative components of a convertible bond. Loss from discontinued operations for the period under review was approximately HK$69.2 million, compared to approximately HK$61.1 million for the six months ended 30 June 2010. The Group’s loss attributable to the owners of the Company amounted to approximately HK$114.3 million, compared to approximately HK$137.9 million for the same period in 2010.

I – 6

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

It is further stated in the 2011 Interim Report that the remanufacturing and sales of computer printing and imaging products business, used to be the main business of the Group, has declined since 2009. For the six months ended 30 June 2011, this division recorded a substantial decrease in turnover for 82.4% to approximately HK$8.2 million, compared to approximately HK$46.6 million for the six months ended 30 June 2010. This division was seriously impacted by (a) the price pressure due to the competition with low value new-mould products flooded in the market; (b) the continuous increase labour costs of the plants located Pearl River Delta; and (c) high fixed cost as the actual production volume is well low the full production capacity of the factories. Despite the implementation of vigorous cost cutting measures such as production base contraction and headcount reduction, this division suffered a loss of approximately HK$69.2 million, compared to approximately HK$61.1 million for the six months ended 30 June 2010. Given the unsatisfactory performance and the cash flow required to sustain the operation as well as the assessment of the business prospects, the Group is in the process of discontinuing this business. As disclosed in the announcement dated 8 August 2011, the board of directors of JEL, an indirect wholly-owned subsidiary of the Company, resolved to voluntarily liquidate JEL. JEL is principally engaged in investment holding, with its subsidiaries principally engaged in operations of this business segment.

I – 7

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

For illustrative purposes only, set out below is the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group (the “Unaudited Pro Forma Financial Information”) after completion of the Rights Issue. Although reasonable care has been exercised in preparing the Unaudited Pro Forma Financial Information, Shareholders who read the information below should bear in mind that these figures are inherently subject to adjustments and may not give a complete picture of the Group’s financial results and positions for the financial periods concerned.

(A) UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following is the unaudited pro forma statement of adjusted consolidated net tangible assets/liabilities of the Group which has been prepared to illustrate the effect of the Rights Issue and the redemption of the Ugent Bonds on the audited consolidated net tangible liabilities of the Group as if the Rights Issue and the redemption of the Ugent Bonds had been completed on 31 December 2010.

The details and conditions of the Rights Issue and the redemption of the Ugent Bonds were set out in the section headed “Rights Issue” in the Letter from the Board of this prospectus and section headed “The Redemption” in the letter from the board of the circular of the Company dated 12 August 2011, respectively. As the Rights Issue and the redemption of the Ugent Bonds are interconditional with one another and therefore were included in the preparation of the unaudited pro forma statement of adjusted consolidated net tangible assets/liabilities of the Group.

The unaudited pro forma statement of adjusted consolidated net tangible assets/liabilities of the Group is prepared for illustrative purpose only, based on the judgements, estimates and assumptions of the Directors, and because of its nature, it may not give a true picture of the financial position of the Group upon completion of the Rights Issue and the redemption of the Ugent Bonds.

The unaudited pro forma statement of adjusted consolidated net tangible assets/liabilities of the Group is prepared based on the audited consolidated net tangible liabilities of the Group attributable to owners of the Company as at 31 December 2010 as extracted from the published audited annual report of the Group for the year ended 31 December 2010 and is adjusted for the effect of the Rights Issue and the redemption of the Ugent Bonds.

II – 1

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Audited consolidated net liabilities of the Group attributable to owners of the Company as at 31 December 2010 HK$’000 (Note 2) Rights Issue of 1,654,125,555 Rights Shares (131,615) Adjusted consolidated net tangible liabilities of the Group per share as at 31 December 2010 before completion of the Rights Issue and the redemption of the Ugent Bonds (Note 6) Unaudited pro forma adjusted consolidated net tangible liabilities of the Group per share immediately after completion of the Rights Issue (Note 7) Unaudited pro forma adjusted consolidated net tangible assets of the Group per share immediately after completion of the Rights Issue and the redemption of the Ugent Bonds (Note 8)	Adjustment for intangible assets of the Group as at 31 December 2010 HK$’000 (Note 3) 8,915	Adjusted consolidated net tangible liabilities of the Group attributable to owners of the Company as at 31 December 2010 HK$’000 (140,530)	Estimated net proceeds from the Rights Issue HK$’000 (Note 4) 76,708	Unaudited pro forma adjusted consolidated net tangible liabilities of the Group attributable to owners of the Company immediately after completion of the Rights Issue HK$’000 (63,822)	Redemption of the Ugent Bonds HK$’000 (Note 5) 181,208	Unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company immediately after completion of the Rights Issue and redemption of the Ugent Bonds HK$’000 117,386
						HK$(0.093)
						HK$(0.020)
						HK$0.017

II – 2

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Notes:

• 1 The issue of Rights Shares to the Qualifying Shareholders are on the basis of the allotment of 11 Rights Shares for every 10 Shares of 1,503,750,505 Shares in issue as at the 31 December 2010 and as at the Record Date, being 1,654,125,555 Rights Shares.

• 2 The consolidated net liabilities of the Group attributable to owners of the Company as at 31 December 2010 are extracted from the published audited consolidated financial statements of the Group for the year ended 31 December 2010.

• 3 Adjustment for intangible assets represents the Group’s intangible assets of approximately HK$8,915,000 as at 31 December 2010 extracted from the published audited consolidated financial statements of the Group for the year ended 31 December 2010.

• 4 The estimated net proceeds from the Rights Issue are calculated based on 1,654,125,555 Rights Shares expected to be issued at the subscription price of HK$0.05 per Rights Share, after deducting the estimated underwriting fees and other related expenses of approximately HK$5,998,000.

• 5 Pursuant to the Redemption Agreements between the Company, Ugent and the Ugent Bondholders entered into on 20 June 2011, the Company shall redeem the Ugent Bonds with an aggregate outstanding principal amount of HK$177,000,000 and all accrued interests up to the date of the Redemption by the allotment and issuance of Redemption Share on the Redemption Price of HK$0.05 per Redemption Share.

The adjustment represents the derecognition of the Ugent Bonds with carrying value of approximately HK$181,208,000 as at 31 December 2010, on the assumption as if the redemption completed on 31 December 2010.

Based on the Ugent Bonds’ outstanding principal amount of HK$177,000,000 as at 31 December 2010, accrued interests of approximately HK$15,930,000 as at 31 December 2010 and the Redemption Price of HK$0.05 per Redemption Share, approximately 3,858,600,000 Redemption Shares would be issued on 31 December 2010. Those Redemption Shares do not entitle to Rights Issue on the completion of redemption.

• 6 The number of Shares used for the calculation of the adjusted consolidated net tangible liabilities of the Group attributable to owners of the Company per share before completion of the Rights Issue and the redemption of the Ugent Bonds is based on 1,503,750,505 Shares in issue as at 31 December 2010.

• 7 The number of Shares used for the calculation of the unaudited consolidated net tangible liabilities of the Group attributable to owners of the Company per share immediately after completion of the Rights Issue is based on 3,157,876,060 Shares which represents i) 1,503,750,505 Shares in issue as at 31 December 2010 and ii) 1,654,125,555 Rights Shares to be issued.

II – 3

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

• 8 The number of Shares used for the calculation of the unaudited consolidated net tangible assets of the Group attributable to owners of the Company per share immediately after completion of the Rights Issue and the redemption of the Ugent Bonds is based on 7,016,476,060 Shares which represents i) 1,503,750,505 Shares in issue as at 31 December 2010; ii) 1,654,125,555 Rights Shares to be issued; and iii) 3,858,600,000 Redemption Shares would be issued as referred to Note 5.

• 9 Pursuant to the announcement of the Company dated 22 June 2011, a Capital Reorganisation was proposed whereby the nominal value of each issued Share will be reduced from HK$0.10 to HK$0.01 and the paidup capital of each issued Share of HK$0.09 will be cancelled and every unissued Shares of HK$0.10 each in the Company were subdivided into 10 New Shares of HK$0.01 each in the Company. The proposed share capital reduction of issued Shares and share subdivision of unissued Shares does not affect the unaudited pro forma adjusted consolidated net tangible assets/liabilities of the Group and the number of Shares used for the calculation of the unaudited consolidated net tangible assets/liabilities of the Group attributable to owners of the Company per share before and immediately after completion of the Rights Issue and the redemption of the Ugent Bonds, respectively.

• 10 Other than the redemption of the Ugent Bonds, no adjustment has been made to reflect any trading results or other transactions of the Group entered into subsequent to 31 December 2010. In particular, no pro forma adjustment has been made in relation to the proposed major acquisition as announced by the Company on 26 January 2011 and related circular issued on 12 August 2011.

II – 4

APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION

(B) ACCOUNTANTS’ REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

Set forth below is the accountants’ report, prepared for the sole purpose of incorporation in this prospectus received by the Directors from SHINEWING (HK) CPA Limited, Certified Public Accountants, Hong Kong, in connection with the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group set out in this Appendix.

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Private and Confidential

15 September 2011

The Board of Directors Guojin Resources Holdings Limited Units 3303-3304, Level 33, Tower 1 Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong.

Dear Sirs,

We report on the unaudited pro forma statement of adjusted consolidated net tangible assets/liabilities (the “Unaudited Pro Forma Financial Information”) of Guojin Resources Holdings Limited (the ”Company”) and its subsidiaries (hereinafter collectively referred to as the “Group”), set out on pages II-1 to II-4 under the heading of “Unaudited Pro Forma Financial Information” of Appendix II of the Company’s prospectus dated 15 September 2011 (the “Prospectus”), which has been prepared by the directors of the Company, for illustrative purpose only, to provide information about how the rights issue of 1,654,125,555 rights shares at subscription price of HK$0.05 per rights share on the basis of the allotment of 11 rights shares for every 10 shares in issue and held might have affected the audited consolidated net tangible liabilities of the Group presented. The basis of preparation of the Unaudited Pro Forma Financial Information is set out in Appendix II to the Prospectus.

II – 5

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Respective responsibilities of directors of the Company and reporting accountants

It is the responsibility solely of the directors of the Company to prepare the Unaudited Pro Forma Financial Information in accordance with paragraph 29 of Chapter 4 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”).

It is our responsibility to form an opinion, as required by paragraph 29(7) of Chapter 4 of the 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 owed to those to whom those reports were addressed by us at the dates of their issue.

Basis of opinion

We conducted our engagement in accordance with Hong Kong Standard on Investment Circular Reporting Engagements 300 “Accountants’ Reports on Pro Forma Financial Information in Investment Circulars” issued by the HKICPA. Our work consisted primarily of comparing the unadjusted consolidated net tangible assets with source documents, considering the evidence supporting the adjustments and discussing the Unaudited Pro Forma Financial Information with the directors of the Company. This engagement did not involve independent examination of any of the underlying financial information.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Unaudited Pro Forma Financial Information has been properly compiled by the directors of the Company on the basis stated, that such basis is consistent with the accounting policies of the Group and that the adjustments are appropriate for the purpose of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

The Unaudited Pro Forma Financial Information is for illustrative purpose only, based on the judgements and assumptions of the directors of the Company, and, because of its hypothetical nature, does not provide any assurance or indication that any event will take place in future and may not be indicative of the financial position of the Group as at 31 December 2010 or any future date.

II – 6

APPENDIX II

UNAUDITED PRO FORMA FINANCIAL INFORMATION

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information 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 adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

SHINEWING (HK) CPA Limited

Certified Public Accountants Chong Kwok Shing Practising Certificate Number: P05139

Hong Kong

II – 7

GENERAL INFORMATION

APPENDIX III

1. RESPONSIBILITY STATEMENT

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

2. SHARE CAPITAL

Set out below are the authorised and issued share capital of the Company (i) as at the Latest Practicable Date; and (ii) upon the Capital Reorganisation becoming effective and immediately after the allotment and issue of the Rights Shares and the Redemption Shares.

(i) As at the Latest Practicable Date

Authorised: HK$ 4,000,000,000 Shares 400,000,000 Issued and fully paid: HK$ 1,503,750,505 Shares 150,375,050.50

III – 1

APPENDIX III

GENERAL INFORMATION

• (ii) Upon the Capital Reorganisation becoming effective and immediately after the issue of the Rights Shares and the Redemption Shares

Authorised: 40,000,000,000 New Shares (Note) Issued and fully paid: 1,503,750,505 New Shares in issue immediately after the Capital Reorganisation becoming effective but before the completion of the Redemption and the Rights Issue 4,151,240,001 Redemption Shares to be allotted and issued to the Ugent Bondholders 1,654,125,555 Rights Shares to be allotted and issued 7,309,116,061 New Shares	HK$ 400,000,000
	HK$ 15,037,505.05 41,512,400.01 16,541,255.55
	73,091,160.61

All of the Rights Shares to be issued will rank pari passu in all respect with each other, including, in particular, as to dividends, voting rights and capital, and with all the New Shares in issue as at the date of allotment and issue of the Rights Shares. The Rights Shares to be issued will be listed on the Stock Exchange.

No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

Note:

If the Capital Reorganisation becomes effective, the authorised share capital of the Company will not be increased and will remain at HK$400,000,000 which will be divided into 40,000,000,000 New Shares of HK$0.01 each, whilst in the event that the Capital Reorganisation is not materialized, the authorized share capital of the Company will be increased from HK$400,000,000 to HK$2,000,000,000 which will be divided into 20,000,000,000 Shares of HK$0.1 each, details of which are set out in the Acquisition Circular.

III – 2

GENERAL INFORMATION

APPENDIX III

(iii) The Share Options

As at the Latest Practicable Date, the Company had the following outstanding share options of the Company:

		Number of
		Shares which
		may fall to
		be issued upon
		exercise of
	Exercise price	the Share
Date of grant	per Share	Options	Exercise period
25 January 2005 (Note 1)	0.158	192,340	25.1.2005-24.1.2015
29 January 2010 (Note 2)	0.786	56,610,000	29.1.2010-28.1.2012
6 May 2011 (Note 3)	0.2034	20,000,000	6.5.2011-5.5.2013

Notes:

• (1) The share options granted to the Directors are exercisable immediately after 25 January 2005.

• (2) The share options granted to the employees of the Company are exercisable immediately after 29 January 2010.

• (3) The share options granted to previous executive directors of the Company are exercisable immediately after 6 May 2011.

Save for the above, at the Latest Practicable Date, the Company had no outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

As at the Latest Practicable Date, there were no arrangement under which future dividends are waived or agreed to be waived.

III – 3

GENERAL INFORMATION

APPENDIX III

3. DISCLOSURE OF INTERESTS OF DIRECTORS

(a) Interests of Directors

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, were as follows:

(i) Interest in Shares and underlying shares of the Company:

Name of Director Nature of interests Mr. Yip Wai Lun, Alvin Beneficial owner Interests in controlled corporation Mr. Leung Ka Kui, Johnny Beneficial owner Mr. Chan Kam Kwan, Jason Beneficial owner	Number of the Shares interested 1,303,878,791 (L) 3,000,000 (L) 1,306,878,791 290,000 (L) –	Number of underlying shares under Share Options – – – 1,542 (L) 1,542 (L)	Total 1,303,878,791 3,000,000 1,306,878,791 291,542 1,542	Approximate percentage of issued share capital 41.29% 0.09%
				41.38% 0.02% 0.00%

(L): denotes long position

(ii) Interest in debenture of the Company:

				Approximate
				percentage of
	Nature of	Amount of		total debenture
Name of Director	interests	debenture held	Class of debenture	of the Company
Mr. Yip Wai Lun, Alvin	Beneficial owner	HK$42,418,905	Freely transferable and	37.71%
			convertible into the Shares

III – 4

GENERAL INFORMATION

APPENDIX III

Save as disclosed above, as at the Latest Practicable Date, none of the Directors nor the chief executive of the Company had or was deemed to have any interests or short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) (i) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules.

(b) Interests of substantial Shareholders

So far as is known to the Directors, as at the Latest Practicable Date, the following persons (not being Directors or chief executive of the Company) had, or were deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO and section 336 of the SFO or, who were or were expected, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group:

			Approximate
		Number of	percentage of
	Nature of	the Shares	issued share
Name	interests	interested	capital
Leung Mei Han	Interest in controlled	2,181,160,000	145.05%
	corporation	(L)
Qshare Holding	Beneficial owner	2,181,160,000	145.05%
Limited		(L)
Choi Koon Shum	Interest in controlled	840,000,000	55.86%
Jonathan	corporation	(L)
Innovation Assets	Interest in controlled	840,000,000	55.86%
Limited	corporation	(L)
Kingsway Financial	Beneficial owner	840,000,000	55.86%
Services Group		(L)
Limited
Kwan Wing Kum,	Interest of spouse	840,000,000	55.86%
Janice		(L)

III – 5

GENERAL INFORMATION

APPENDIX III

			Approximate
		Number of	percentage of
	Nature of	the Shares	issued share
Name	interests	interested	capital
Sun Wah Capital	Interest in controlled	840,000,000	55.86%
Limited	corporation	(L)
Sunwah International	Interest in controlled	840,000,000	55.86%
Limited	corporation	(L)
SW Kingsway Capital	Interest in controlled	840,000,000	55.86%
Group Limited	corporation	(L)
SW Kingsway Capital	Interest in controlled	840,000,000	55.86%
Holdings Limited	corporation	(L)
World Developments	Interest in controlled	840,000,000	55.86%
Limited	corporation	(L)
Integrated Asset	Beneficial owner	820,866,667	54.59%
Management (Asia)		(L)
Limited
Yam Tak Cheung	Interest in controlled	820,866,667	54.59%
	corporation	(L)
Lo Ming Chi Charles	Beneficial owner	328,346,667	21.84%
		(L)
Loh Jiah Yee	Interest in controlled	328,346,667	21.84%
Katherine	corporation	(L)
Ou Tian Xiong	Beneficial owner	328,346,667	21.84%
		(L)
Value Creation	Beneficial owner	328,346,667	21.84%
Partners Company		(L)
Limited
Chelin International	Beneficial owner	306,309,000	20.37%
Limited		(L)

III – 6

APPENDIX III

GENERAL INFORMATION

			Approximate
		Number of	percentage of
	Nature of	the Shares	issued share
Name	interests	interested	capital
Lai Chiu Fai	Interest in controlled	306,309,000	20.37%
	corporation	(L)
Lye Khay Fong	Beneficial owner	286,532,000	19.05%
		(L)
	Interest in controlled	3,000,000	0.20%
	corporation	(L)
	Founder of a	500,000	0.03%
	discretionary trust	(L)
Fu Wai Ling	Beneficial owner	164,173,333	10.92%
		(L)
Chan Ping Che	Beneficial owner	132,336,000	8.80%
		(L)
Xie Song Guang	Beneficial owner	140,000,000	9.31%
		(L)

(L) Long position

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and the chief executive the Company) who had, or was deemed to have, interests or short positions in the Shares or underlying Shares which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO and section 336 of the SFO, or who was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

(c) Competing interests

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business apart from the Enlarged Group’s businesses which competes or is likely to compete, either directly or indirectly, with the business of the Enlarged Group.

III – 7

GENERAL INFORMATION

APPENDIX III

(d) Other interests

Other than the interest of Mr. Yip in the assets subject to the Acquisition Agreement, as at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have, since 31 December 2010 (being the date to which the latest published audited accounts of the Company were made up), been (i) acquired or disposed of by; or (ii) leased to; or (iii) proposed to be acquired or disposed of by; or (iv) proposed to be leased to, any member of the Enlarged Group.

Other than the interest of Mr. Yip in the assets subject to the Acquisition Agreement, none of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date which is significant in relation to the business of the Enlarged Group.

4. 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.

III – 8

GENERAL INFORMATION

APPENDIX III

5. CORPORATE INFORMATION AND PARTIES INVOLVED IN THE RIGHTS ISSUE

Registered office of the Company

Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

Head office and principal place of business of the Company in Hong Kong

Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

Principal share registrar and transfer office

Butterfield Fulcrum Group (Bermuda) Limited Rosebank Centre 11 Bermudiana Road Pembroke HM08 Bermuda

Branch share registrar and transfer office of the Company in Hong Kong

Tricor Standard Limited 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong

Authorised representatives

Yip Wai Lun, Alvin Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong

Chan Kwong Leung, Eric, ACIS, ACS Unit 2406, 24/F, Bonham Trade Centre, 50 Bonham Strand, Sheung Wan, Hong Kong

Company secretary

Chan Kwong Leung, Eric, ACIS, ACS

III – 9

GENERAL INFORMATION

APPENDIX III

Legal advisers to the Company	As to Hong Kong Law
	Michael Li & Co.
	14/F, Printing House,
	6 Duddell Street,
	Central, Hong Kong
	As to Bermuda Law
	Conyers Dill & Pearman
	2901 Exchange Square One,
	8 Connaught Place,
	Central, Hong Kong
Financial adviser to the Company	Optima Capital Limited
	Suite 1501, 15th Floor,
	Jardine House,
	1 Connaught Place,
	Central, Hong Kong
Auditors	SHINEWING (HK) CPA Limited
	Certified Public Accountants
	43/F, The Lee Gardens,
	33 Hysan Avenue,
	Causeway Bay,
	Hong Kong
Principal banker	Standard Chartered Bank
	15th Floor,
	Standard Chartered Tower,
	388 Kwun Tong Road,
	Kwun Tong,
	Hong Kong

III – 10

GENERAL INFORMATION

APPENDIX III

Underwriters	Mr. YIP Wai Lun, Alvin
	Units 3303-3304, Level 33,
	Tower 1, Enterprise Square Five,
	38 Wang Chiu Road,
	Kowloon Bay, Kowloon,
	Hong Kong
	Kingsway Financial Services Group Limited
	5th Floor,
	Hutchison House,
	10 Harcourt Road,
	Central, Hong Kong
Directors
Particulars of Directors
Name	Address
Executive Directors
Mr. YIP Wai Lun, Alvin	Units 3303-3304, Level 33,
(Chairman and Managing Director)	Tower 1, Enterprise Square Five,
Ms. LAM Suk Ling, Shirley	38 Wang Chiu Road,
Mr. LEE Cheuk Yin, Dannis	Kowloon Bay, Kowloon,
	Hong Kong
Independent Non-executive Directors
Mr. LEUNG Ka Kui, Johnny	Units 3303-3304, Level 33,
Mr. CHAN Kam Kwan, Jason	Tower 1, Enterprise Square Five,
Mr. LAU Man Tak	38 Wang Chiu Road,
	Kowloon Bay, Kowloon,
	Hong Kong

Executive Directors

Mr. YIP Wai Lun , Alvin , aged 48, joined the Company as executive director on 31 July 2009 and was first re-designated as Deputy Chairman and Deputy Managing Director of the Company on 2 March 2010, and subsequently re-designated as Chairman and Managing Director of the Company on 29 October 2010. Mr. Yip is responsible for the Group’s strategic planning. Mr. Yip has over 25 years of experience as an entrepreneur and key management in a variety of businesses, ranging from manufacturing and technology to transportation. He has also led in the formation and management of a number of joint ventures and partnership arrangements with multinationals.

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GENERAL INFORMATION

Ms. LAM Suk Ling, Shirley , aged 44, joined the Company as Finance Director on 8 February 2010 and is responsible for overall finance functions of the Group. Ms. Lam has more than 18 years of experience in auditing, accounting and financial management. Before joining the Company, she worked for various international audit firms and listed companies. She holds a Master Degree in Business Administration from University of Adelaide, Australia and a Bachelor Degree in Science from Murdoch University, Western Australia. She is qualified as a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant of CPA Australia.

Mr. LEE Cheuk Yin, Dannis , aged 40, joined the Company as executive director on 29 October 2010. Mr. Lee has more than 18 years of accounting and finance experience. Mr. Lee is the non-executive director of Kam Hing International Holdings Limited, a company which shares are listed on the Main Board of the Stock Exchange, and independent nonexecutive director of Geely Automobile Holdings Limited and Tiangong International Company Limited, both are companies which shares are listed on the Main Board of the Stock Exchange. Mr. Lee was an executive director of AMVIG Holdings Limited from 26 March 2004 to 28 February 2010 and was a non-executive director of Norstar Founders Group Limited from 10 October 2003 to 14 January 2009, the shares of both companies are listed on the Main Board of the Stock Exchange. He obtained the Bachelor of Business Administration from Texas A&M University in the United States and is an associate member of the Hong Kong Institute of Certified Public Accountants and a member of the American Institute of Certified Public Accountants.

Independent Non-executive Directors

Mr. LEUNG Ka Kui, Johnny , aged 54, joined the Company as independent nonexecutive director on 28 January 2000 and holds a Bachelor of Laws of the University of London. Mr. Leung is a qualified solicitor in Hong Kong, England & Wales and Singapore, and is a Notary Public and China Appointed Attesting Officer. He has over 26 years of experience in legal field and is the senior partner of Messrs. Johnny K.K. Leung & Co., Solicitors & Notaries. Mr. Leung is currently an independent non-executive director of Celestial Asia Securities Holdings Limited (the shares of which are listed on the Main Board of the Stock Exchange) and Phoenitron Holdings Limited (the shares of which are listed on the Growth Enterprise Market of the Stock Exchange).

Mr. CHAN Kam Kwan, Jason , aged 38, joined the Company as independent nonexecutive director on 11 August 2004 and holds a Bachelor Degree in Commerce from University of British Columbia, Canada and is a member of the American Institute of Certified Public Accountants. Mr. Chan has over 10 years’ experience in accounting and corporate finance. He has been working in a big-4 multinational audit firm and served a number of listed corporations. Mr. Chan is currently an executive director and the company secretary of China WindPower Group Limited and Wah Nam International Holdings Limited, the shares of which are listed on the Main Board of the Stock Exchange.

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GENERAL INFORMATION

Mr. LAU Man Tak , aged 42, joined the Company as independent non-executive director on 29 October 2010 and holds a bachelor degree in Accountancy from the Hong Kong Polytechnic University. He has more than 15 years of experience in corporate finance, accounting and auditing. He is a fellow member of the Association of Chartered Certified Accountants in the United Kingdom, an associate member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute. Mr. Lau is an executive director of China Grand Forestry Green Resources Group Limited and an independent non-executive director of each of Climax International Company Limited, Kingston Financial Group Limited (formerly known as Golden Resorts Group Limited) and Kong Sun Holdings Limited, which are companies listed on the Main Board of the Stock Exchange. He was also a former executive director of Warderly International Holdings Limited from December 2007 to January 2010, the shares of which are listed on the Main Board of the Stock Exchange.

Senior Management

Mr. WONG Yiu Kay , aged 56, is the Plant Manager of the toner cartridge remanufacturing factory in the PRC. He is responsible for overall production operation in the PRC factories. He graduated from the University of East Asia, Macau and has over 29 years’ experience in the industry. Mr. Wong joined the Group in 1995.

Mr. CHEUNG Sze Ming , aged 42, is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants and holds a Bachelor Degree in Accountancy from the Hong Kong Polytechnic University. He joined the Group in 2001 and is currently the Chief Financial Officer of the Group responsible for treasury function of the Group. Mr. Cheung has over 18 years’ working experience in international audit firm and listed companies.

Mr. WONG Yick Chuen , Danny , aged 44, is the Assistant General Manager of data media operation. He is responsible for the manufacturing and marketing of the data media products. Mr. Wong graduated from the University of Toronto, Canada, with a Bachelor Degree in Science in 1993. He joined the Group in 1994.

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6. EXPERT

The following are the name and the qualification of the expert who has given opinions or advice, which are contained in this prospectus:

Name

Qualification

SHINEWING (HK) CPA Limited (“SHINEWING”)

Certified Public Accountants

As at the Latest Practicable Date, SHINEWING did not have any direct or indirect shareholdings in any member of the Enlarged Group, or any right to subscribe for or to nominate persons to subscribe for shares in any member of the Enlarged Group, or any interests, directly or indirectly, in any assets which have been acquired, disposed of or leased to or which are proposed to be acquired, disposed of or leased to any member of the Enlarged Group, since 31 December 2010, the date to which the latest published audited financial statements of the Group were made up.

SHINEWING has given and has not withdrawn its written consent to the issue of this prospectus with the inclusion therein of its letter and report and references to its name in the form and context in which it appears.

7. 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 the two years immediately preceding the Latest Practicable Date which are or may be material:

• (a) the conditional agreement for the sale and purchase dated 23 November 2009 and entered into among the Company, Clearview Development Limited as vendor and Zhe Wei Limited as purchaser in relation to the disposal by the Group of the entire issued share capital of Jackin Accessories Industrial Company Limited at a consideration of HK$60,000,000;

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• (b) the placing agreement dated 13 January 2010 (as amended on 14 January 2010) and entered into among the Company, Oriental Patron Securities Limited and China Everbright Securities (HK) Limited in relation to the placing of 210,000,000 Shares at a price of HK$0.95 per Share;

• (c) the Acquisition Agreement;

• (d) the Performance Incentive Agreement;

• (e) the settlement agreement dated 19 April 2011 and entered into among Jackin Purchasing Co. Ltd. (“Jackin PCL”) as purchaser, Guojin Metal Mining Company Limited, Mr. Cui Zhan Lin (“Mr. Cui”) as vendor, SE Metal Resource Corp. (“SE Metal”) and Copper Century Corp. in relation to the settlement of all claims among them arising out of the conditional agreement entered into between Jackin PCL and Mr. Cui dated 18 December 2009 in connection with the proposed acquisition of the entire issued share capital of SE Metal;

• (f) the Redemption Agreements; and

• (g) the Underwriting Agreement.

8. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Enlarged Group which does not expire or is not determinable by the Enlarged Group within one year without payment of compensation other than statutory compensation.

9. EXPENSES

The expenses in connection with the Rights Issue, including the underwriting commission, printing, registration, translation, legal, financial advisory and accounting fees, are estimated to be approximately HK$6.0 million and will be payable by the Company.

10. BINDING EFFECT

The Prospectus Documents and all acceptances of any offer or application contained therein are governed by and shall be construed in accordance with the laws of Hong Kong. The Prospectus Documents shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all the provisions (other than the penal provisions) of sections 44A and 44B of the Companies Ordinance so far as applicable.

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11. DOCUMENTS DELIVERED TO THE REGISTRARS OF COMPANIES

A copy of each of the Prospectus Documents, having attached thereto the written consent referred to in the paragraph headed “Expert” in this appendix, have been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance. A copy of each of the Prospectus Documents will as soon as reasonably practicable be filed with the Registrar of Companies in Bermuda in accordance with the Companies Act.

12. MISCELLANEOUS

• (a) The company secretary of the Company is Mr. Chan Kwong Leung, Eric. He is an associate member of the Institute of Chartered Secretaries and Administrators, United Kingdom and the Hong Kong Institute of Chartered Secretaries and a member of the Hong Kong Securities Institute.

• (b) The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

• (c) The head office and principal place of business of the Company in Hong Kong is located at Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong.

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

• (e) The Prospectus Documents are prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail.

• (f) The Directors are not aware of any restriction affecting the remittance of profits or repatriation of capital of the Group into Hong Kong from outside Hong Kong.

13. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of the Company at Units 3303-3304, Level 33, Tower 1, Enterprise Square Five, 38 Wang Chiu Road, Kowloon Bay, Hong Kong during normal business hours of any business day from the date of this prospectus up to and including Thursday, 29 September 2011:

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

• (b) the Companies Act;

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• (c) the published annual reports of the Company for each of the two financial years ended 31 December 2009 and 2010;

• (d) the 2011 Interim Report;

• (e) the written consent referred to in the paragraph headed “Expert” in this appendix;

• (f) the accountants’ report on the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as set out in Appendix II to this prospectus;

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

• (h) each of the circulars issued by the Company pursuant to the requirements set out in Chapter 14 and/or Chapter 14A of the Listing Rules since 31 December 2010, being the date to which the latest published audited accounts of the Company were made up; and

• (i) this prospectus, PAL and EAF .

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