Long Investment Corp — Proxy Solicitation & Information Statement 2008

Mar 5, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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(Stock Code: 983)

DISCLOSEABLE TRANSACTION

FORMATION OF A JOINT VENTURE IN RELATION TO A PARCEL OF LAND IN SHENYANG

* For identification purposes only

5 March 2008

CONTENTS

Pages	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

— i —

DEFINITIONS

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

• “associate(s)”, “connected each has the meaning ascribed to it in the Listing Rules; person(s)”, “substantial shareholder(s)”, “subsidiary(ies)”

“Board”

the board of Directors;

“CCP” China Central Properties Limited, a company incorporated in the Isle of Man, whose securities are listed on the AIM Market of the London Stock Exchange;

“CCP (BVI)” China Central Properties (BVI) Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of CCP; “Company” Shui On Construction and Materials Limited, a company incorporated in Bermuda whose securities are listed on the main board of the Stock Exchange;

“Directors” directors of the Company;

• “Group” the Company and its subsidiaries;

“HK$” Hong Kong dollars, the lawful currency of Hong Kong; “HKCo” Loyal Max Investments Limited, a company incorporated under the laws of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “HSBC Custody” HSBC Custody Services (Guernsey) Ltd., a company incorporated in the Channel Islands, acting as subcustodian and agent for Spinnaker Capital Group under the Shareholders Deed; “JV Company” Broad Wise Limited, a company incorporated under the laws of the British Virgin Islands; “Land” the piece of land located at the junction of Beiling Main Street and Ningshan Road East, Huanggu District, Shenyang City, Liaoning Province, the PRC with a total area of approximately 79,704 square metres;

“Latest Practicable Date” 29 February 2008, being the latest practicable date, prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

— 1 —

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Poly Edge”	Poly Edge Enterprises Limited, a company incorporated under
	the laws of the British Virgin Islands and a wholly	owned
	subsidiary of the Company;
“PRC”	the People’s Republic of China, and for the purpose	of this
	circular, excluding Hong Kong and the Macau	Special
	Administrative Region;
“PRCCo”	瀋陽中匯達房地產有限公司, a company established	in the
	PRC with limited liability;
“Project”	the project in relation to the development of the Land,	having
	a planned developable area of approximately 660,000	square
	metres;
“RMB”	Renminbi, the lawful currency of the PRC;
“SFO”	the Securities and Futures Ordinance (Chapter 571	of the
	Laws of Hong Kong);
“Shareholders”	holders of shares of the Company;
“Shareholders Deed”	the shareholders deed dated 19 February 2008 entered into
	among Poly Edge, the Company, CCP (BVI), HSBC Custody
	and the JV Company in relation to the JV Company;
“Spinnaker Capital Group”	Spinnaker Global Emerging Markets Fund Ltd., Spinnaker
	Global Opportunity Fund Ltd. and Spinnaker Global Strategic
	Fund Ltd., companies all incorporated under the laws of the
	British Virgin Islands;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“US$”	United States dollars, the lawful currency of the United States
	of America; and
“%”	per cent.

Unless otherwise specified in this circular and for the purpose of illustration only, RMB and US$ are translated into HK$ at rates of HK$1.00 = RMB0.92 and US$1.00 = HK$7.80. No representation is made that any amount in RMB or US$ has been or could be converted at the above rates or at any other rates or at all.

— 2 —

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 ) Ms. Lau Jeny Mrs. Lowe Hoh Wai Wan, Vivien

Non-executive Director: Professor Michael John Enright

Independent Non-executive Directors: Mr. Anthony Griffiths Mr. Cheng Mo Chi, Moses Mr. Gerrit Jan de Nys

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 Hong Kong

5 March 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

FORMATION OF A JOINT VENTURE IN RELATION TO A PARCEL OF LAND IN SHENYANG

INTRODUCTION

The Board is pleased to announce that on 19 February 2008, the Company has entered into a shareholders deed (the “ Shareholders Deed ”) with Poly Edge (a wholly owned subsidiary of the Company), CCP (BVI) (a wholly owned subsidiary of CCP), HSBC Custody (acting as subcustodian and agent for Spinnaker Capital Group) and the JV Company, pursuant to which Poly Edge has acquired and subscribed for, and CCP (BVI) and Spinnaker Capital Group (through HSBC Custody) have subscribed for, shares of the JV Company, representing 40%, 40% and 20% of the enlarged issued share capital of the JV Company respectively following the said transfer and subscriptions. Poly Edge, CCP (BVI) and HSBC Custody (on behalf of Spinnaker Capital Group) will provide shareholders’

* For identification purposes only

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LETTER FROM THE BOARD

loans of US$59.84 million (approximately HK$466.75 million), US$59.84 million (approximately HK$466.75 million) and US$29.92 million (approximately HK$233.38 million) respectively, aggregating US$149.60 million (approximately HK$1,166.88 million) in total to the JV Company on an interest-free and unsecured basis and with no fixed repayment term.

The JV Company currently holds HKCo, which in turn holds PRCCo, which will acquire the land use rights of the Land, a piece of land located in Shenyang City, Liaoning Province, the PRC, following the successful bid for the Land on 25 January 2008.

THE JOINT VENTURE

The Shareholders Deed

Date: 19 February 2008

Parties:

• (i) Poly Edge (a wholly owned subsidiary of the Company)

• (ii) the Company (as guarantor of Poly Edge)

• (iii) CCP (BVI) (a wholly owned subsidiary of CCP)

• (iv) HSBC Custody (acting as subcustodian and agent for Spinnaker Capital Group)

• (v) the JV Company

Subject:

Before signing of the Shareholders Deed, the JV Company was held as to one share at par value by the Company. Upon signing of the Shareholders Deed, the Company transferred the one share to Poly Edge for US$1.00, and the Group (through Poly Edge), CCP (BVI) and HSBC Custody (on behalf of Spinnaker Capital Group) subscribed for 39, 40 and 20 new shares in the issued share capital of the JV Company for cash at US$1.00 each, representing 40%, 40% and 20% of the enlarged issued share capital of the JV Company respectively following the said transfer and subscriptions. The transfer and subscriptions were completed on 19 February 2008.

Board representation and control:

The board of the JV Company will have five (5) directors. Poly Edge, CCP (BVI) and HSBC Custody (on behalf of Spinnaker Capital Group) will have the right to nominate two (2) directors, two (2) directors and one (1) director respectively. As the Company does not control the majority of the board composition of the JV Company, the investment in the JV Company will be accounted for under the equity method of accounting by the Group.

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LETTER FROM THE BOARD

Shareholders’ loans:

Poly Edge, CCP (BVI) and HSBC Custody (on behalf of Spinnaker Capital Group) will provide shareholders’ loans of US$59.84 million (approximately HK$466.75 million), US$59.84 million (approximately HK$466.75 million) and US$29.92 million (approximately HK$233.38 million) respectively, aggregating US$149.60 million (approximately HK$1,166.88 million) in total to the JV Company on an interest-free and unsecured basis and with no fixed repayment term. These loans were determined based on, and will be used to fund, the auction price of the Land and additional capital injection into the PRCCo for the development of the Land, after arm’s length negotiations between the Company, CCP and Spinnaker Capital Group. These shareholders’ loans are to be injected into the JV Company in stages. In contemplation of the formation of the joint venture, the Company (for Poly Edge) and CCP (for CCP (BVI)) had each advanced US$25.00 million (approximately HK$195.00 million) and Spinnaker Capital Group (for HSBC Custody) had advanced US$16.60 million (approximately HK$129.48 million). Upon signing of the Shareholders Deed, US$14.92 million (approximately HK$116.38 million) was advanced by each of Poly Edge and CCP (BVI) and US$3.36 million (approximately HK$26.21 million) was advanced by HSBC Custody (on behalf of Spinnaker Capital Group). The remaining balances of the shareholders’ loans are expected to be paid by 15 May 2008.

The Company’s commitment under the Shareholders Deed will be funded by its internal resources and unutilised banking facilities.

The terms of the Shareholders Deed were determined based on arm’s length negotiations between the Company, CCP and Spinnaker Capital Group which the Directors considered to be fair and reasonable.

Distribution:

Subject to the cash flow requirements of the JV Company, any distribution to Poly Edge, CCP (BVI) and HSBC Custody (received on behalf of Spinnaker Capital Group) will be made pro rata in accordance with their respective shareholdings in the JV Company from time to time.

INFORMATION ON THE LAND, THE PROJECT AND PRCCO

The Land covers approximately 79,704 square metres and is located at the junction of Beiling Main Street (北陵大街) and Ningshan Road East (寧山東路), sharing the frontage of the Golden Corridor (金廊) at the north of Huanggu District (皇姑區) in Shenyang City, Liaoning Province, the PRC.

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LETTER FROM THE BOARD

The Project has a planned developable area for mixed uses of approximately 660,000 square metres. The Golden Corridor is expected to become the commercial backbone of Shenyang pursuant to a development plan of the Shenyang Municipal Government.

The JV Company currently holds HKCo, which in turn holds PRCCo, which will acquire the land use rights of the Land following the successful bid for the Land on 25 January 2008 for an acquisition cost of approximately RMB917.39 million (approximately HK$997.16 million) and upon payment in full of the land auction price. The acquisition cost will be paid in stages. At the Latest Practicable Date, the first instalment for an amount of RMB230.00 million (approximately HK$250.00 million) and the second instalment for an amount of RMB120.00 million (approximately HK$130.43 million) have already been paid and the final instalment will be paid in April 2008.

The JV Company and its subsidiaries, including PRCCo, were established by the Company for the purpose of participating in the land auction, and in anticipation of the establishment of the joint venture to be formed under the Shareholders Deed in the event that PRCCo succeeded in its bid for the Land. The Company had no intention of holding more than a 50% interest in the JV Company and its subsidiaries at all times while pending the outcome of the Land auction and the formation of the tentative joint venture with CCP and Spinnaker Capital Group. The formation of the joint venture has now been completed.

REASONS FOR THE ACQUISITION

Shenyang, the capital city of Liaoning Province, the PRC, has emerged as an administrative and economic centre in Northeast China. The Project represents an attractive opportunity for the Company to increase its investments in property development in the PRC. The Land is also in close proximity to a piece of land in which CCP has a 70% interest, which provides an opportunity for the Company to better develop the Land through close collaboration with CCP.

The Directors (including the independent non-executive Directors) take the view that the Shareholders Deed and the Project are on normal commercial terms and in the ordinary and usual course of business of the Company; and that the terms and conditions thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

It is the intention of the Directors to treat the JV Company as an associated company. As such, upon completion of the transfer and subscriptions of shares in the JV Company and the final payment of the shareholder’s loan, the Group’s interests in associates under non-current assets will increase by approximately HK$466.75 million (equivalent to US$59.84 million) and the Group’s current liabilities will increase by the same amount. It is not expected that the formation of the joint venture in respect of the JV Company will have any immediate impact on the existing earnings of the Group, but is expected to have positive impact on the future earnings of the Group which however could not be quantified at this stage.

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LETTER FROM THE BOARD

GENERAL INFORMATION

The Group is principally engaged in asset management, cement production, construction, investment in property development and venture capital investment in Hong Kong and the PRC.

CCP is a property investment company listed on the AIM Market of the London Stock Exchange which focuses primarily on investing in partially completed property projects in major and secondary cities in the PRC. CCP has a well-diversified portfolio of properties, including commercial, retail and residential complexes, strategically located in the prime areas of Guangzhou, Dalian, Qingdao, Beijing, Chengdu, Shenyang and Chongqing.

The Group holds approximately 40% of the issued share capital of CCP and accordingly certain Directors and the substantial Shareholder are interested indirectly in CCP by virtue of their interests in the Company. Mr. Anthony Griffiths, an independent non-executive Director, holds approximately 0.002% of the issued share capital of CCP. Mr. Lo Hong Sui, Vincent, chairman of the Company, and Mr. Wong Yuet Leung, Frankie, chief executive officer of the Company, are also non-executive directors of CCP. Save as aforesaid, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, CCP and its ultimate beneficial owners are third parties independent of the Company and its connected persons pursuant to Rule 14.58(3) of the Listing Rules.

The principal business of Spinnaker Capital Group and its related companies is in emerging markets investment management with investment covering all classes of sovereign and corporate securities and related products. It is also a 15% shareholder of CCP. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Spinnaker Capital Group and its ultimate beneficial owners are third parties independent of the Company and its connected persons pursuant to Rule 14.58(3) of the Listing Rules.

IMPLICATIONS OF THE LISTING RULES

The formation of the joint venture under the Shareholders Deed constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the general information set out in the Appendix to this circular.

Yours faithfully For and on behalf of Shui On Construction and Materials Limited Lo Hong Sui, Vincent Chairman

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GENERAL INFORMATION

APPENDIX

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 Issuers 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	Number of ordinary	Approximate
	shares in the Company		percentage of
	Personal	Other	shareholding in
Name of Director	interests	interests	the Company
Lo Hong Sui, Vincent	—	181,981,000	56.59%
		(Note)
Choi Yuk Keung, Lawrence	1,100,000	—	0.34%
Wong Yuet Leung, Frankie	800,000	—	0.24%
Lowe Hoh Wai Wan, Vivien	720,000	—	0.22%

Note: Among the 181,981,000 shares beneficially owned by Shui On Company Limited (“SOCL”), 166,148,000 shares and 15,833,000 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.

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GENERAL INFORMATION

APPENDIX

(b) Short position in the shares of the Company

	Number of ordinary	Number of ordinary	Approximate
	shares in the Company		percentage of
	Personal	Other	shareholding in
Name of Director	interests	interests	the Company
Lo Hong Sui, Vincent	—	1,600,000	0.49%
		(Note)

Note: These shares represent the call option granted by SOCL on 27 August 2002 to Mr. Wong Yuet Leung, Frankie as part of the incentive reward to his services to the Company. Mr. Lo Hong Sui, Vincent, HSBC International Trustee Limited and Bosrich Holdings Inc. are deemed to have short position in these shares under the SFO.

(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:

				Number of
			Period during	ordinary
		Subscription	which options	shares
	Date of	price per	outstanding are	subject to
Name of Director	grant	share	exercisable	the options
		HK$
Choi Yuk Keung, Lawrence	3-1-2007	16.78	3-1-2010 to	700,000
			2-1-2017
	14-6-2007	20.96	14-12-2007 to	250,000
			13-6-2012
Wong Yuet Leung, Frankie	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
	14-6-2007	20.96	14-12-2007 to	500,000
			13-6-2012
Lowe Hoh Wai Wan, Vivien	1-8-2006	14.00	1-2-2007 to	120,000
			31-7-2011
	3-1-2007	16.78	3-1-2010 to	625,000
			2-1-2017
	14-6-2007	20.96	14-12-2007 to	176,000
			13-6-2012

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GENERAL INFORMATION

APPENDIX

• (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 (b) above:

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

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

	**Number **	of ordinary	Approximate
	shares in SOL		percentage of
	Personal	Other	shareholding
Name of Director	interests	interests	in SOL
Lo Hong Sui, Vincent	—	2,266,756,725	54.15%
		(Note)

Note: These shares are directly held by subsidiaries of SOCL, namely Shui On Investment Company Limited, Shui On Properties 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.

• (f) Long position in the shares of CCP

	Number of ordinary	Approximate
	shares in CCP	percentage of
	Personal Other	shareholding
Name of Director	interests interests	in CCP
Anthony Griffiths	6,000 —	0.002%

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

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APPENDIX

GENERAL INFORMATION

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 Issuers or which were required to be entered in the register required to be kept under section 352 of the SFO.

There is no contract or arrangement subsisting at the Latest Practicable Date in which any of the Directors is materially interested and which is significant in relation to the business of the Group.

None of the Directors has had any direct or indirect interest in any assets which have since 31 December 2006 (being the date to which the latest published audited consolidated financial statements of the Company were made up) been acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to any member of the Group.

(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:

			Number of
			ordinary	Approximate
			shares/	percentage of
	Class of		underlying	shareholding in
Name of Shareholders	shares	Capacity	shares held	the Company
John Zwaanstra	Ordinary	Interest of controlled	32,290,248 (L)	10.04%
		corporation	(Note 2)
Penta Investment	Ordinary	Investment manager	32,290,248 (L)	10.04%
Advisers Limited			(Note 2)
Mercurius GP LLC	Ordinary	Founder of	16,095,951 (L)	5.00%
		discretionary trust	(Note 2)
Todd Zwaanstra	Ordinary	Trustee	16,095,951 (L)	5.00%
			(Note 2)
Penta Asia Fund, Ltd.	Ordinary	Interest of controlled	16,095,951 (L)	5.00%
		corporation	(Note 2)

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GENERAL INFORMATION

APPENDIX

					Approximate
			Number of ordinary		percentage of
	Class of		shares/underlying		shareholding in
Name of Shareholders	shares	Capacity		shares held	the Company
Cheah Cheng Hye	Ordinary	Founder of		25,700,000 (L)	7.99%
		discretionary trust
To Hau Yin	Ordinary	Interest of spouse		25,700,000 (L)	7.99%
Hang Seng Bank Trustee	Ordinary	Trustee		25,700,000 (L)	7.99%
International Limited
Cheah Company Limited	Ordinary	Interest of controlled		25,700,000 (L)	7.99%
		corporation
Cheah Capital	Ordinary	Interest of controlled		25,700,000 (L)	7.99%
Management Limited		corporation
Value Partners Group	Ordinary	Interest of controlled		25,700,000 (L)	7.99%
Limited		corporation
Value Partners Limited	Ordinary	Investment manager		25,700,000 (L)	7.99%
Citigroup Inc.	Ordinary	Interest of controlled		16,069,720 (L)	4.99%
		corporation/Person		290,000 (S)	0.09%
		having a security		786,000 (P)	0.24%
		interest in		(Note 3)
		shares/Custodian
		corporation or
		approved lending
		agent

Notes:

1. ”L” denotes a long position; “S” denotes a short position; “P” denotes lending pool.

2. Among the interests owned by these shareholders, 5,560,000 shares are derivative interests.

3. Among the interests owned by Citigroup Inc., 3,385,083 shares are derivative interests.

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GENERAL INFORMATION

APPENDIX

(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:

Name of owner of shares or		Effective
equity interest		% equity
(as the case may be)	Name of subsidiary	interest held
廣州市番禺廣鋁實業有限公司	Panyu Dynamic Mark Steel and	20%
(Guangzhou Panyu Guanglu	Aluminium Engineering Co. Ltd.
Industrial Co., Ltd.)
Eversound Enterprise Limited	Panyu Dynamic Mark Steel and	16%
	Aluminium Engineering Co. Ltd.
Metro Materials Engineering	Lamma Concrete Products Limited	40%
Company Limited
Metro Materials Engineering	廣東南丫混凝土構件有限公司	40%
Company Limited
廣州市番禺廣鋁實業有限公司	Panyu Shui Fai Metal Works Engineering	22.5%
(Guangzhou Panyu Guanglu	Company Limited
Industrial Co., Ltd.)
Hip Kwan Engineering Company	Panyu Shui Fai Metal Works Engineering	22.5%
Limited	Company Limited
Eversound Enterprise Limited	Dynamic Mark Limited	20%
Hip Kwan Engineering Company	Shui Fai Metal Works Engineering	22.5%
Limited	Company Limited
Eversound Enterprise Limited	Shui Fai Metal Works Engineering	22.5%
	Company Limited
Ecomat (Hong Kong) Limited	Pacific Extend Limited	18%*
Win Media Limited	Pacific Extend Limited	10%#
上海建五實業有限公司	Shanghai Shui On Construction Co., Ltd.	15%
上海國際集團投資管理有限公司	Shanghai Shui On Construction Co., Ltd.	15%
江蘇昆山德普設備租賃有限公司	Chongqing T.H. Desheng Engineering	20%
	Co. Ltd.

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GENERAL INFORMATION

APPENDIX

Name of owner of shares or		Effective
equity interest		% equity
(as the case may be)	Name of subsidiary	interest held
上海和晟機械成套設備有限公司	Chongqing T.H. Desheng Engineering	20%
	Co. Ltd.
重慶市第二建築材料廠	Chongqing T.H. White Cement	40%
	Co. Ltd.
重慶建工集團有限責任公司	重慶騰建石材開發有限責任公司	45%
Hangshing Limited	Honour Link Development Limited	24%
Glory Prospect International	Honour Link Development Limited	24%
Company Limited
Shenzhen Yue Jie Concrete	Lamma Yue Jie Company Limited	40%
Products Co., Ltd.

• The 18% equity interest held by Ecomat (Hong Kong) Limited represents 18% of the issued ordinary shares and carries voting right of 11.25% of the total issued share capital comprising ordinary shares and special shares.

• The 10% equity interest held by Win Media Limited represents 10% of the issued ordinary shares and carries voting right of 6.25% of the total issued share capital comprising ordinary shares and special shares.

3. SERVICE CONTRACTS

At the Latest Practicable Date, no Director had a service contract with the Company 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, Mr. Lo Hong Sui, Vincent beneficially owned approximately 54.15% of the issued share capital of SOL which is engaged in property development in the PRC.

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GENERAL INFORMATION

APPENDIX

6. GENERAL

• (a) The qualified accountant of the Company is Mr. Li Chi Keung, Evans, a Fellow of The Association of Chartered Certified Accountants and an Associate of the Hong Kong Institute of Certified Public Accountants, The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (b) The secretary of the Company is Ms. Tsang Yuet Kwai, an Associate of The Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries.

• (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 of the Company is Tricor Standard 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, Hong Kong.

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

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