Long Investment Corp — Proxy Solicitation & Information Statement 2007

Apr 25, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shui On Construction and Materials Limited (the “Company”), you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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(Stock Code: 983)

DISCLOSEABLE TRANSACTION

GRANTING OF A FURTHER GUARANTEE TO THE COMPLETION GUARANTEE

* For identification purpose only

24 April 2007

CONTENTS

Pages	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

— i —

DEFINITIONS

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

“Agreement on Guarantee”	the agreement on guarantee in respect of the Guarantee dated
	2 April 2007 entered into by the Company and JPMorgan
	Special Situations Asia Corporation;
“Announcement”	the announcement of the Company dated 16 June 2006;
“associates”	has the meaning as ascribed to the term under the Listing
	Rules;
“Bank”	the Beijing branch of a licensed bank under the Banking
	Ordinance (Chapter 155 of the Laws of Hong Kong) which is
	an independent third party not connected with the Company;
“Bank Loan”	the bank loan in the amount of RMB730 million advanced by
	the Bank to the PRC Project Company to fund the acquisition
	and construction work at the Distressed Property by the PRC
	Project Company;
“Board”	board of Directors;
“CCP”	China Central Properties Limited, a company incorporated in
	the Isle of Man and an associated company held as to 50% of
	its issued share capital by the Group as at the Latest
	Practicable Date;
“CCP Group”	CCP and its subsidiaries;
“Company”	Shui On Construction and Materials Limited, a company
	incorporated in Bermuda and listed on the main board of the
	Stock Exchange;
“Completion Guarantee”	the completion guarantee dated 2 June 2006 entered into
	between the Company, the Bank and the PRC Project
	Company;
“Directors”	the directors of the Company;
“Distressed Property”	means a piece of land situate at the northwest corner of the
	Dongsi Shitiao Bridge, Dongcheng District, Beijing, PRC,
	being the site for the incomplete building structures named
	Huapu Centre;
“Group”	the Company and its subsidiaries (as defined under the Listing
	Rules);

— 1 —

DEFINITIONS

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||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“Guarantee”|the|corporate|guarantee|dated|2 April|2007|entered|into|by|the|
|Company|in|favour|of|the|Bank;|
|“Holdco”|holding|company|of|PRC|Project|Company|and|a|50-50|joint|
|venture|of|the|Company|and|the|Investor.|It|is|a|jointly|
|controlled|entity|of|the|Company|and|is|accounted|as|such|in|
|the|financial|statements|of|the|Company;|
|“Investor”|JP|Morgan,|an|institutional|investor,|which|is|an|independent|
|third|party|not|connected|with|the|Company;|
|“Latest|Practicable|Date”|19|April|2007,|being|the|latest|practicable|date,|prior|to|the|
|printing|of|this|circular|for|the|purpose|of|ascertaining|certain|
|information|contained|in|this|circular;|
|“Listing|Rules”|the|Rules|Governing|the|Listing|of|Securities|on|The|Stock|
|Exchange|of|Hong|Kong|Limited;|
|“Outstanding|Property”|Floor|6|to|Floor|9|of|Block|C|of|the|Distressed|Property|with|
|a|total|gross|floor|area|of|11,777.76|square|meters;|
|“PRC”|the|People’s|Republic|of|China;|
|“PRC|Project|Company”|(Beijing|ZhongTian|HongYe|
|Real|Estate|Consulting|Co.|Ltd.),|a|wholly-foreign|owned|
|enterprise|in|the|PRC|which|is|owned|as|to|100%|by|a|50-50|
|joint|venture|company|established|by|the|Company|and|the|
|Investor.|It|is|a|jointly|controlled|entity|of|the|Company|and|
|is|accounted|as|such|in|the|financial|statements|of|the|
|Company;|
|“Shareholders”|the|shareholders|of|the|Company|from|time|to|time;|
|“Shareholders’|Agreement”|the|agreement|dated|26|May|2006|entered|into|between|Jumbo|
|China|Investments|Limited,|a|wholly-owned|subsidiary|of|the|
|Company,|and|Silver|Summit|(Delaware)|Corporation,|a|
|wholly-owned|subsidiary|of|the|Investor|for|the|establishment|
|of|Holdco;|
|“SFO”|the|Securities|and|Futures|Ordinance|(Chapter|571|of|the|
|Laws|of|Hong|Kong);|
|“Stock|Exchange”|The|Stock|Exchange|of|Hong|Kong|Limited;|
|“subsidiary”|has|the|meaning|ascribed|thereto|in|the|Listing|Rules;|
|“HK$”|Hong|Kong|dollars,|the|lawful|currency|of|Hong|Kong;|
|“RMB”|Renminbi,|the|lawful|currency|of|the|PRC;|and|

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— 2 —

DEFINITIONS

“US$” United States dollars, the lawful currency of the United States of America.

Unless otherwise specified in this circular, translations of RMB and US$ into HK$ are made in this circular, for illustration only, at the rates of RMB1.00 to HK$1.00 and US$1.00 to HK$7.80 respectively. No representation is made that any amount in RMB or HK$ or US$ could have been or can be converted at that rate or at any other rates.

— 3 —

LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 983)

Executive Directors:

Mr. Lo Hong Sui, Vincent (Chairman) Mr. Choi Yuk Keung, Lawrence (Vice-chairman) Mr. Wong Yuet Leung, Frankie (Chief Executive Officer) Mr. Wong Fook Lam, Raymond Mrs. Lowe Hoh Wai Wan, Vivien

Non-executive Director:

Professor Michael John Enright

Independent Non-executive Directors:

Mr. Anthony Griffiths

Registered Office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Principal place of business in Hong Kong: 34th Floor Shui On Centre 6-8 Harbour Road Wanchai, Hong Kong

Mr. Cheng Mo Chi, Moses Professor K.C. Chan

24 April 2007

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION GRANTING OF A FURTHER GUARANTEE TO THE COMPLETION GUARANTEE

INTRODUCTION

Reference is made to the Announcement of the Company in relation to, among other things, the granting of the Completion Guarantee in favour of the Bank in respect of the PRC Project Company’s obligation to complete the construction work at the Distressed Property as a term to the Bank Loan and a shareholder loan to Holdco, the holding company of the PRC Project Company and the 50-50 joint venture of the Company and the Investor.

The Directors announced that the Company had on 2 April 2007 entered into (a) the Guarantee in favour of the Bank as further security for the Bank Loan; and (b) the Agreement on Guarantee whereby the Company would be indemnified on a fully back to back basis for 50% of payments (if any) made by the Company under the Guarantee.

• For identification purpose only

— 4 —

LETTER FROM THE BOARD

1. GUARANTEE

Date:

2 April 2007

Parties:

• (1) Guarantor: the Company

• (2) Lender: the Bank

Subject:

To unconditionally guarantee all monies and interest thereon due, owing or payable by the PRC Project Company under the Bank Loan.

Term:

There is no prescribed maturity date for the Guarantee, which will continue to be in force until repayment of the Bank Loan in full, provided that the Guarantee shall cease to be effective if:

• (a) there are no legal proceedings or court orders directly or indirectly affecting the rights and interests of the PRC Project Company and the Bank in the Distressed Property; and

• (b) the Outstanding Property has been lawfully and validly assigned and mortgaged to the Bank.

Purpose:

The Guarantee was provided as a further security for the Bank Loan whereas the Completion Guarantee was provided in favour of the Bank in respect of the obligations of the PRC Project Company to complete the construction work at the Distressed Property.

2. AGREEMENT ON GUARANTEE

Date:

2 April 2007

— 5 —

LETTER FROM THE BOARD

Parties:

• (1) the Company

• (2) JPMorgan Special Situations Asia Corporation, a wholly-owned subsidiary of the Investor

Subject:

In consideration of the Company providing the Guarantee to the Bank, JPMorgan Special Situations Asia Corporation has agreed that it would:

• (i) pay a fee in an amount equal to US$233,974 (approximately HK$1,824,997) per annum calculated on a daily basis to the Company which is determined by arms-length negotiations between the parties with reference to the size of the Bank Loan; and

• (ii) indemnify the Company, unconditionally, irrevocably and on a fully back to back basis, for 50% of all payments made by the Company under the Guarantee.

Term:

• The Agreement on Guarantee shall terminate when:

• (i) the Guarantee has been fully discharged; or

• (ii) the Distressed Property is sold or transferred to a third party; or

• (iii) the Investor’s interest in Holdco and/or PRC Property Company is sold, transferred or assigned to a third party.

In the event that any legal proceedings and/or court orders which affect or relate to the Distressed Property are instituted/granted after the cessation of the Guarantee, the Company shall execute a similar guarantee within one working day upon request by the Bank and JPMorgan Special Situations Asia Corporation will also enter into an agreement with the Company similar to the Agreement on Guarantee.

The Directors confirm that, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, the Bank, the Investor and their respective ultimate beneficial owners are third parties independent of and not connected with any Director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates.

— 6 —

LETTER FROM THE BOARD

3. DISCLOSEABLE TRANSACTION AND DISCLOSURE PURSUANT TO RULE 13.14 AND RULE 13.15 OF THE LISTING RULES

The exposure of the Company under the Guarantee exceeds 5% of the current market capitalisation of the Company and 5% of the unaudited total assets of the Company at 30 September 2006 respectively. As a result, the Guarantee constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

As disclosed in the Announcement, the Company has provided the Completion Guarantee in favour of the Bank as a term to the Bank Loan. In addition, apart from the Completion Guarantee, the Company has, pursuant to the Shareholders’ Agreement, also extended a shareholder’s loan to Holdco, the holding company of the PRC Project Company and the 50-50 joint venture company established by the Company and the Investor in the amount of US$13.5 million (approximately HK$105.3 million), which is non-interest bearing, unsecured and repayable on demand. At the date of the announcement of the Company on 2 April 2007, the outstanding balance of the shareholder’s loans advanced by the Company amounted to US$14.7 million (approximately HK$114.7 million). Since 2 April 2007, each of the Company and the Investor has advanced further shareholder’s loan in the sum of US$9 million (approximately HK$70.2 million) each. At the Latest Practicable Date, the outstanding balance of the shareholder’s loans amounted to US$23.7 million (approximately HK$184.9 million). The estimated cost for completing the construction work at the Distressed Property at the date of the Announcement was approximately RMB550 million (approximately HK$550 million). The estimated outstanding cost for completing the construction work at the Distressed Property at the Latest Practicable Date was approximately RMB337 million (approximately HK$337 million).

The aggregate exposure of the Company under the Guarantee, the Completion Guarantee, the said shareholder’s loans, and taking into account the undrawn portion of the Bank Loan and the unutilized portion of the shareholder’s loan at the Latest Practicable Date, was estimated to be approximately HK$1,044.5 million. Therefore, the aggregate exposure of the Company under the Guarantee, the Completion Guarantee and the shareholder’s loans to Holdco will together increase by more than 3% of the total assets of the Company as a result of the Guarantee, and also constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. As such, the Company is subject to the disclosure requirement of Rule 13.14 and Rule 13.15 of the Listing Rules.

The Company will monitor the amount of its total funding commitment in relation to the PRC Project Company continuously and comply with any requirements under the Listing Rules as and when necessary.

4. REASONS FOR ENTERING INTO THE COMPLETION GUARANTEE

Under the agreement (as amended) pursuant to which the Bank Loan has been granted, the PRC Project Company was required to complete the registration of a mortgage over the Outstanding Property in favour of the Bank as security for the Bank Loan on or before 28 February 2007. The relevant documents are currently being processed and the Bank and the Company have agreed that the Company shall provide the Guarantee in favour of the Bank until, inter alia, the mortgage of the Outstanding Property is in place.

— 7 —

LETTER FROM THE BOARD

The Directors consider that the Guarantee has been made in the ordinary and usual course of business of the Group, and its terms are fair and reasonable and are in the interest of the Shareholders as a whole.

As announced in the recent announcement of the Company dated 12 April 2007, the Group has entered into an agreement to, among other things, dispose to CCP Group all its interest in and shareholder’s loans to Holdco conditional upon, among other things, the listing of the CCP shares on an internationally recognised stock exchange. The listing of the CCP shares may or may not occur, but if it does occur, the Directors understand that the CCP Group intends to enter into new security arrangements with the Bank and to arrange new banking facilities to release the Group from the existing security arrangements in favour of the Bank as soon as possible after its listing.

5. GENERAL

The Group is engaged principally in distressed property development, cement production, construction, investment in property development and venture capital investment in Hong Kong and the PRC. The PRC Project Company is currently a single special purpose vehicle for the acquisition and development of the Distressed Property. The Bank is the Beijing branch of a licensed bank in Hong Kong.

Yours faithfully By Order of the Board Shui On Construction and Materials Limited Vincent Lo Hong Sui Chairman

— 8 —

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(A) Interests of Directors and chief executive

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 and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have been taken under such provisions of the SFO) or the Model Code for Securities Transactions by Directors of Listed Companies or which were required to be entered in the register required to be kept under section 352 of the SFO were as follows:

(a) Long position in the shares of the Company

	**Number of **	ordinary shares	Approximate
	**in the **	Company	percentage of
	Personal	Other	shareholding in
Name of Director	interests	interests	the Company
Lo Hong Sui, Vincent	—	188,915,000	66.56%
		(Note)
Choi Yuk Keung, Lawrence	740,000	—	0.26%
Wong Fook Lam, Raymond	700,000	—	0.25%
Lowe Hoh Wai Wan, Vivien	396,000	—	0.14%

Note:

These shares comprise 181,871,000 shares beneficially owned by Shui On Company Limited (“SOCL”) and 7,044,000 shares and underlying shares deemed to be interested by SOCL under sections 317 and 318 of the SFO.

— 9 —

GENERAL INFORMATION

Among 181,871,000 shares beneficially owned by SOCL, 166,148,000 shares and 15,723,000 shares were held respectively by SOCL and Shui On Finance Company Limited, which is an indirect wholly-owned subsidiary of SOCL. SOCL is owned by the Bosrich Unit Trust, the trustee of which is Bosrich Holdings Inc. The units of the Bosrich Unit Trust are the property of a discretionary trust, of which Mr. Lo Hong Sui, Vincent is a discretionary beneficiary and HSBC International Trustee Limited is the trustee. Accordingly, Mr. Lo Hong Sui, Vincent, HSBC International Trustee Limited and Bosrich Holdings Inc. are deemed to be interested in such shares under the SFO.

On 27 August 2002, SOCL granted call options over certain existing shares of the Company beneficially owned by SOCL to each of Mr. Wong Ying Wai, Wilfred (“Mr. Wilfred Wong”), Mr. Wong Hak Wood, Louis (“Mr. Louis Wong”) and Mr. Wong Yuet Leung, Frankie as part of the incentive reward for their services to the Company. A maximum of 50% of the shares transferred or to be transferred upon exercise of call options shall be subject to a restriction of disposal within 12 months from the date such shares are transferred. Mr. Wilfred Wong and Mr. Louis Wong had exercised all their call options and accordingly are deemed to be parties to an agreement to acquire shares under sections 317 and 318 of the SFO. As such, SOCL is deemed to be interested in the shares and underlying shares owned by Mr. Wilfred Wong and Mr. Louis Wong.

(b) Short position in the shares of the Company

	**Number of **	ordinary shares	Approximate
	**in the **	Company	percentage of
	Personal	Other	shareholding in
Name of Director	interests	interests	the Company
Lo Hong Sui, Vincent	—	1,600,000	0.56%
		(Note)

Note: These shares represent the outstanding balance of the call options granted by SOCL under the call option arrangement mentioned in the note to item (a) above.

— 10 —

GENERAL INFORMATION

(c) Share options of the Company

At the Latest Practicable Date, the following Directors had interests in the share options granted by the Company under the share option scheme adopted by the Company on 27 August 2002:

			Period during	Number of the
		Subscription	which options	ordinary shares
		price per	outstanding	subject to the
Name of Director	Date of grant	share	are exercisable	options
		HK$
Choi Yuk Keung,	27-8-2002	6.00	27-2-2003 to	168,000
Lawrence			26-8-2007
	27-8-2002	6.00	27-8-2005 to	2,175,000
			26-8-2010
	3-1-2007	16.78	3-1-2010 to	700,000
			2-1-2017
Wong Yuet Leung,	27-8-2002	6.00	27-8-2005 to	1,600,000
Frankie			26-8-2010
	1-8-2006	14.00	1-2-2007 to	2,000,000
			31-7-2011
	3-1-2007	16.78	3-1-2010 to	1,500,000
			2-1-2017
Wong Fook Lam,	1-8-2006	14.00	1-2-2007 to	176,000
Raymond			31-7-2011
	3-1-2007	16.78	3-1-2010 to	700,000
			2-1-2017
Lowe Hoh Wai Wan,	27-8-2002	6.00	27-8-2005 to	660,000
Vivien			26-8-2010
	1-8-2006	14.00	1-2-2007 to	150,000
			31-7-2011
	3-1-2007	16.78	3-1-2010 to	625,000
			2-1-2017

— 11 —

GENERAL INFORMATION

• (d) Call option over the shares of the Company

At the Latest Practicable Date, the following Director had a call option granted by SOCL over the shares of the Company pursuant to the arrangement mentioned in the note to item (a) above:

Number of ordinary shares subject to the Name of Director Exercise price Exercise period call option Wong Yuet Leung, Frankie HK$6.00 27-8-2005 to 1,600,000 26-8-2010

• (e) Long position in the shares of Shui On Land Limited (“SOL”)

			Approximate
			percentage of
	**Number of ordinary **	shares in SOL	shareholding
Name of Director	Personal Interest	Other interests	in SOL
Lo Hong Sui, Vincent	—	2,250,565,225	53.78%
		(Note)

Note: These shares are directly held by subsidiaries of SOCL, namely Shui On Properties Limited, Shui On Investment Company Limited and New Rainbow Investments Limited. SOCL is owned by the Bosrich Unit Trust, the trustee of which is Bosrich Holdings Inc. The units of the Bosrich Unit Trust are the property of a discretionary trust, of which Mr. Lo Hong Sui, Vincent is a discretionary beneficiary and HSBC International Trustee Limited is the trustee. Accordingly, Mr. Lo Hong Sui, Vincent is deemed to be interested in such shares under the SFO.

Save as disclosed above, at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which were taken or deemed to have been taken under such provisions of the SFO) or the Model Code for Securities Transactions by Directors of Listed Companies or which were required to be entered in the register required to be kept under section 352 of the SFO.

— 12 —

GENERAL INFORMATION

(B) Interests of shareholders discloseable pursuant to the SFO

Save as disclosed below and under the section “Interests of Directors and chief executive” above, the Directors are not aware of any other person (other than a Director or chief executive of the Company or his/her respective associate(s)) who, at the Latest Practicable Date, had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

				Approximate
				percentage of
Name of	Class of		Number of	shareholding in
shareholders	shares	Capacity	shares held	the Company
Louis Wong	Ordinary	Beneficial owner /	188,915,000(L)	66.56% (L)
		Interests of party to an	(Note ii)
		agreement to acquire
		shares under sections
		317 and 318 of the
		SFO
Wilfred Wong	Ordinary	Beneficial owner /	188,915,000 (L)	66.56% (L)
		Interests of party to an	(Note ii)
		agreement to acquire
		shares under
		sections317 and 318 of
		the SFO
John Zwaanstra	Ordinary	Interest of controlled	25,185,251 (L)	8.87% (L)
		corporation	(Note iii)
Cheah Cheng	Ordinary	Interest of controlled	14,238,000 (L)	5.02% (L)
Hye		corporation	(Note iv)
Citigroup Inc.	Ordinary	Interest of controlled	14,675,501 (L)	5.17% (L)
		corporations/Holder of	702,000(P)	0.25% (P)
		security interest in
		shares/custodian
		corporation/approved
		lending agent

Notes:

• (i) The letter “L” denotes a long position and the letter “P” denotes interest in a lending pool.

(ii) These shares include the aggregate interests of SOCL deemed under sections 317 and 318 of the SFO as mentioned in the note to item (a) under “Interests of Directors and chief executive” above.

• (iii) These shares are held by Penta Investment Advisers Limited which is wholly owned by Mr. John Zwaanstra.

• (iv) These shares are held by Value Partners Limited which is controlled by Mr. Cheah Cheng Hye.

— 13 —

GENERAL INFORMATION

(C) Substantial shareholding in other members of the Group

Save as disclosed below, the Directors are not aware of any other person (other than a Director or chief executive of the Company or his/her respective associate(s)) who, at the Latest Practicable Date, 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 other member of the Group:

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||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|Effective|
|Name|of|owner|of|shares|or|equity|%|equity|
|interest|(as|the|case|may|be)|Name|of|subsidiary|interest|held|
|Panyu|Dynamic|Mark|Steel|&|20%|
|(Guangzhou|Panyu|Guanglu|Industrial|Aluminum|Engineering|Co.|
|Co.,|Ltd.)|Ltd.|
|Eversound|Enterprise|Limited|Panyu|Dynamic|Mark|Steel|&|16%|
|Aluminum|Engineering|Co.|
|Ltd.|
|Metro|Materials|Engineering|Company|Lamma|Concrete|Products|40%|
|Limited|Limited|
|Metro|Materials|Engineering|Company|Guangdong|Lamma|Concrete|40%|
|Limited|Products|Limited|
|Panyu|Shui|Fai|Metal|Works|22.5%|
|(Guangzhou|Panyu|Guanglu|Industrial|Engineering|Company|Limited|
|Co.,|Ltd.)|
|Hip|Kwan|Engineering|Company|Limited|Panyu|Shui|Fai|Metal|Works|22.5%|
|Engineering|Company|Limited|
|Eversound|Enterprise|Limited|Dynamic|Mark|Limited|20%|
|Hip|Kwan|Engineering|Company|Limited|Shui|Fai|Metal|Works|22.5%|
|Engineering|Company|Limited|
|Eversound|Enterprise|Limited|Shui|Fai|Metal|Works|22.5%|
|Engineering|Company|Limited|
|Ecomat|(Hong|Kong)|Limited|Pacific|Extend|Limited|18%*|
|Win|Media|Limited|Pacific|Extend|Limited|10%|[#]|
|(Shanghai|15%|
|Shui|On|Construction|Co.,|Ltd.)|

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— 14 —

GENERAL INFORMATION

Name of owner of interest (as the (SIG Investment Ltd.)	shares or equity case may be) Name of subsidiary Effective % equity interest held Management Co., (Shanghai Shui On Construction Co., Ltd.) 15% (Chongqing T.H. Desheng Engineering Co. Ltd.) 20% (Chongqing T.H. Desheng Engineering Co. Ltd.) 20% Chongqing T.H. White Cement Co. Ltd. 40% 45%

• The 18% equity interest held by Ecomat (Hong Kong) Limited carries voting right of 11.25%.

• The 10% equity interest held by Win Media Limited carries voting right of 6.25%.

3. SERVICE CONTRACTS

At the Latest Practicable Date, no Director had a service contract with any member of the Group which is not expiring or determinable by the Company within one year without the payment of compensation other than statutory compensation.

4. LITIGATION

At the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance is known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

5. COMPETING BUSINESS INTERESTS OF DIRECTORS

At the Latest Practicable Date, none of the Directors and their respective associates has any interest in a business apart from the Group’s business, which competes or is likely to compete directly or indirectly, with the Group’s business and would require disclosure under Rule 8.10 of the Listing Rules.

— 15 —

GENERAL INFORMATION

6. GENERAL

• (a) The qualified accountant of the Company is Mr. Wong Fook Lam, Raymond, a fellow of the Institute of Chartered Accountants in England and Wales and the Hong Kong Institute of Certified Public Accountants and an associate of the Institute of Chartered Accountants of Australia.

• (b) The secretary of the Company is Mr. Sincere Wong, a qualified lawyer in the jurisdictions of Hong Kong, England and Wales.

• (c) The principal share registrar and the transfer office of the Company is the Bank of Bermuda Limited, 6 Front Street, Hamilton HM 11, Bermuda.

• (d) The Hong Kong branch share registrar and transfer office is Standard Registrars Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (e) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The head office and principal place of business of the Company is at 34th Floor, Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong.

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

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