Luye Pharma Group Limited — Proxy Solicitation & Information Statement 2006

Feb 17, 2006

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisor.

if you have sold or transferred all your shares in Takson holdings limited , 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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TaKson holdinGs limiTed 第一德勝控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code : 918)

disCloseaBle TransaCTion

disposal oF equiTY inTeresT in TaKson (suZhou) GarmenT manuFaCTurinG Co. lTd.

Hong Kong, 17 February 2006

* for identification purpose only

ConTenTs

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Equity Interest Transfer Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Pledge Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Information on the Joint Venture Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Reasons for and Financial Effects of the Transfers and Use of Proceeds. . . . . . . . 7
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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deFiniTions

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

“ASDH”	Activ-Sport-Design Handels Ges.m.b.H., a company established
	under the laws of Austria
“associate”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors
“Business Day”	a day on which banks in Shanghai are generally open for ordinary
	banking business (other than Saturday)
“Chongqing Union-4”	重慶四方制裝有限公司(Chongqing Union-4 Garment
	Manufacturing Company Limited), a company established under
	the laws of the PRC
“Company”	Takson Holdings Limited, the shares of which are listed on the
	Stock Exchange
“Director(s)”	director(s) of the Company
“Equity Interest Transfer	the two equity interest transfer agreements dated 23 January
Agreements”	2006 entered into between Takson Garment and Chongqing
	Union-4 and between Takson Garment and ASDH respectively
	in relation to the Transfers
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Independent Third Party”	a party independent of and not connected with directors, chief
	executive or substantial shareholders of the Group or any of their
	respective associates
“Joint Venture Company”	Takson (Suzhou) Garment Manufacturing Co. Limited, a company
	formed pursuant to a joint venture agreement dated 26 January
	2005 between Takson Garment and Chongqing Union-4
“Latest Practicable Date”	15 February 2006 being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular

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deFiniTions

“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Parties”	the parties to the Equity Interest Transfer Agreements
“Pledge Agreement”	the agreement dated 23 January 2006 between Chongqing Union-
	4 and Takson Garment under which Chongqing Union-4 agreed
	to pledge its 45% equity interest in the Joint Venture Company
	to Takson Garment to secure the payment of the consideration
	under the Equity Interest Transfer Agreements
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
“Shareholder(s)”	holder(s) of share(s) in the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takson Garment”	Takson Garment Manufacturing Company Limited, a company
	incorporated under the laws of Hong Kong and a wholly-owned
	subsidiary of the Company
“Transfers”	the transfers by Takson Garment of 25% equity interest and of
	30% equity interest in Joint Venture Company to Chongqing
	Union-4 and ASDH respectively pursuant to the Equity Interest
	Transfer Agreements
“US”	United States of America
“US$”	US dollars, the lawful currency of the US

For the purposes of illustration only and unless otherwise stated, in this circular the conversion of US dollars into HK dollars is based on the agreed exchange rate of US$1.00 = HK$7.79 and the conversion of HK dollars into Renminbi is based on the agreed exchange rate of HK$1.00 = RMB1.04. Such conversion should not be construed as a representation that the amount in question has been, could have been or could be converted at any particular rate or at all.

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leTTer From The Board

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TaKson holdinGs limiTed 第一德勝控股有限公司[*] (Incorporated in Bermuda with limited liability)

(Stock Code : 918)

Executive Directors:

Mr. Wong Tek Sun, Takson (Chairman) Ms. Pang Shu Yuk, Adeline Rita

Independent Non-executive Directors:

Mr. Lee Kwok Cheung Mr. Chau Tsun Ming, Jimmy Mr. Zheng Jie

Non-Executive Director:

Mr. Wong Tak Yuen

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place of Business in Hong Kong: Room 511-513 5th Floor, South Wing Harbour Centre Tower One 1 Hok Cheung Street Hunghom, Kowloon Hong Kong

17 February 2006

To the shareholders

Dear Sir or Madam,

disCloseaBle TransaCTion disposal oF equiTY inTeresT in TaKson (suZhou) GarmenT manuFaCTurinG Co. lTd.

inTroduCTion

By an announcement dated 26 January 2006, the Company announced that on 23 January 2006, Takson Garment, a wholly-owned subsidiary of the Company, entered into the Equity Interest Transfer Agreements for the transfer by Takson Garment of 25% equity interest in the Joint

* for identification purpose only

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leTTer From The Board

Venture Company to Chongqing Union-4 and 30% equity interest in the Joint Venture Company to ASDH. Chongqing Union-4 also entered into the Pledge Agreement with Takson Garment on 23 January 2006 to pledge its 45% equity interest in the Joint Venture Company in favour of Takson Garment to secure the payment of consideration by ASDH and itself under the Equity Interest Transfer Agreements.

The purpose of this circular is to provide the Shareholders with further information on the Transfers and other information on the Company in compliance with the requirements of the Listing Rules.

The equiTY inTeresT TransFer aGreemenTs

date:

• 23 January 2006

Equity Interest Transfer Agreement with Chongqing Union-4

Parties:

• (1) Takson Garment, a wholly-owned subsidiary of the Company

• (2) Chongqing Union-4, the holder of 45% equity interest of the Joint Venture Company

As the Joint Venture Company is a subsidiary of the Company, Chongqing Union-4 being a substantial shareholder of the Joint Venture Company is a connected person of the Company.

Subject matter:

Transfer of 25% equity interest in the Joint Venture Company by Takson Garment to Chongqing Union-4.

Consideration:

RMB1,837,500 (equivalent to approximately HK$1,765,000) payable by Chongqing Union-4 to Takson Garment in cash before 15 September 2006. Subject to completion of certain procedures for the Transfers as described below, if Chongqing Union-4 fails to pay such consideration to Takson Garment before 15 September 2006, Chongqing Union-4 would be liable under the Equity Interest Transfer Agreement to compensate Takson Garment for all damages, losses, costs, expenses, liabilities or claims arising out of the breach of its obligation to pay the consideration.

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leTTer From The Board

Equity Interest Transfer Agreement with ASDH

Parties:

• (1) Takson Garment, a wholly-owned subsidiary of the Company

• (2) ASDH

Having made all reasonable enquiries, the Directors confirm to the best of their knowledge, information and belief that ASDH and its ultimate beneficial owner are Independent Third Parties.

Subject matter:

Transfer of 30% equity interest in the Joint Venture Company by Takson Garment to ASDH.

Consideration:

US$272,000 (equivalent to approximately HK$2,120,000) payable by ASDH to Takson Garment in cash within 5 working days after the completion of the Transfer. ASDH has already paid such consideration to Takson Garment.

The considerations for the Transfers were determined by reference to the unaudited net asset value of the Joint Venture Company of RMB6,776,000 (equivalent to approximately HK$6,515,000) as at 31 December 2005. The considerations payable by Chongqing Union-4 and ASDH for the Transfers represent a premium of approximately 7% to such unaudited net asset value. Chongqing Union-4 and ASDH are willing to pay a premium over the net asset value for the 55% equity interest in Joint Venture Company because they wish to take control of the Joint Venture Company.

Conditions, procedures and long stop date for completion of the Transfers

The Parties shall procure that the following conditions are fulfilled within 30 Business Days of the date of the Equity Interest Transfer Agreements (or such later date as the Parties may agree):

• (1) approval of the Transfers and the amendments to the joint venture contract and the articles of association by the board of directors of the Joint Venture Company;

• (2) execution of agreements to amend the joint venture contract and the articles of association of the Joint Venture Company; and

• (3) execution of such other relevant agreements as agreed by the Parties.

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leTTer From The Board

Within 15 Business Days from the fulfilment of the above conditions, the Joint Venture Company, Chongqing Union-4 and ASDH shall submit an application to the relevant PRC government authority for approval of the Transfers, together with all necessary constitutional and corporate documents of the Joint Venture Company.

As at the Latest Practicable Date, the above conditions had been fulfilled and the application for approval of the Transfers had been made to the relevant PRC government authority. If the approval of the Transfers by the relevant PRC government authority is not granted within 30 Business Days (or such later date as the Parties may agree) from the date of fulfilment of all the aforesaid conditions, the Equity Interest Transfer Agreements shall automatically terminate. Based on enquiry with the relevant PRC government authority, the Directors anticipate that the approval of the Transfers will be granted at or about the end of February 2006.

The pledGe aGreemenT

date:

23 January 2006

parties:

• (1) Chongqing Union-4

• (2) Takson Garment

subject matter:

Chongqing Union-4 agrees to pledge its 45% equity interest in the Joint Venture Company to Takson Garment as security for the payment by ASDH or itself of the consideration for the Transfers. If either Chongqing Union-4 or ASDH fails to pay the consideration under the Equity Interest Transfer Agreements, Takson Garment shall have the right to disposal of the 45% equity interest mentioned above to pay the said amount due and related costs and expenses.

The arrangement under the Pledge Agreement is intended to safeguard the risk of Takson Garment if Chongqing Union-4 or ASDH defaulting in their payment obligations. As far as the Directors are aware, ASDH is a customer of Chongqing Union-4 and Chongqing Union-4 was willing to pledge its equity interest in the Joint Venture Company for the obligations of ASDH in view of the strong financial position of ASDH. In fact, ASDH already paid the consideration for its purchase of equity interest in the Joint Venture Company to Takson Garment on 25 January 2006. The 45% equity interest in the Joint Venture Company being pledged under the Pledge Agreement is worth approximately RMB3,049,000 (approximately HK$2,932,000) based on the unaudited net asset value of the Joint Venture Company as at 31 December 2005, and such value is equal to approximately 75% of the aggregate amount of the considerations for the Transfers and is approximately 66% higher than the outstanding amount of consideration payable by Chongqing Union-4.

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leTTer From The Board

inFormaTion on The JoinT VenTure CompanY

The Joint Venture Company was established in Suzhou, the PRC pursuant to a joint venture agreement dated 26 January 2005 between Chongqing Union-4 and Takson Garment. The Joint Venture Company is owned as to 55% by Takson Garment and as to 45% by Chongqing Union-4. The registered capital of the Joint Venture Company is RMB10,000,000 (equivalent to approximately HK$9,615,000) and was fully paid by the parties to the joint venture in proportion to their respective percentage equity interest by May 2005. The share of capital contribution by Takson Garment to the Joint Venture Company is HK$5,200,000. The scope of business of the Joint Venture Company is the manufacture, export and sale of various types of textile products, clothing and accessories. The Joint Venture Company set up a factory in Suzhou after obtaining its business licence. The term of the Joint Venture Company is 20 years from 22 February 2005 to 21 February 2025.

Upon completion of the Transfers, the Joint Venture Company will be held as to 70% by Chongqing Union-4 and as to 30% by ASDH. Takson Garment will after completion of the Transfers no longer hold any equity interest in the Joint Venture Company and the Joint Venture Company will cease to be a subsidiary of the Company. Takson Garment currently has appointed three directors to the board of the Joint Venture Company, and all of them will resign effective from the approval of the Transfers by the relevant authority in the PRC. The Company will not have any control of the Joint Venture Company after the Transfers.

The interest of Takson Garment in the Joint Venture Company is accounted for in the financial statements of the Group at the unaudited net asset value of HK$3,624,000 as at 31 December 2005. From the establishment of the Joint Venture Company to 31 December 2005, the unaudited turnover of the Joint Venture Company was RMB5,877,000 (equivalent to approximately HK$5,651,000) and the unaudited net loss of the Joint Venture Company was RMB2,980,000 (equivalent to approximately HK$2,865,000). For the same period, the unaudited net loss before and after taxation and extraordinary items attributable to the 55% equity interest held by the Group being disposed of under the Transfers were both HK$1,576,000.

The Joint Venture Company accounted for an amount of HK$5,651,000 in the turnover of the Group and attributed net loss of HK$1,576,000 to the Group after minority interest for the nine months ended 31 December 2005.

As the Joint Venture Company was only established in February 2005, its first audited accounts for the year ended 31 December 2005 have not yet been issued and thus no audited financial figures of the Joint Venture Company were available as at the Latest Practicable Date.

reasons For and FinanCial eFFeCTs oF The TransFers and use oF proCeeds

The Joint Venture Company was established with the objective to provide a cost-effective production base for Takson Garment’s export business and apparels for the Group’s license

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leTTer From The Board

brand business in PRC. However, since its start up, the Joint Venture Company has been having a shortage of skilful and trained local workers to meet the high quality standard of the Group. The production capacity of the factory of the Joint Venture Company is restrained and its operating costs are high. In view of these circumstances, the Directors are not optimistic about the profitability of the Joint Venture Company in the near future under the current operating model. On the other hand, Chongqing Union-4 would like to take a majority shareholding in the Joint Venture Company for its own plan of expansion in manufacturing.

The Transfers will allow the Group to divest of its unprofitable investment in the Joint Venture Company and also generate disposal proceeds of RMB4,040,000 (equivalent to approximately HK$3,885,000) to the Group. The net proceeds from the Transfers will be approximately HK$3,770,000.

The gain to the Group for the Transfers is estimated to be HK$261,000. Such gain is calculated by deducting the unaudited net asset value as at 31 December 2005 of the 55% equity interest in the Joint Venture Company being disposed of, in the amount of HK$3,624,000, from the gross proceeds to the Group from the Transfers in the amount of about HK$3,885,000. The net gain to the Group for the Transfers is estimated to be HK$146,000 after deducting the accrued relevant legal and professional expenses.

The proceeds from the Transfers will be applied by the Group to fund the expansion of the Group’s licensee business in Hong Kong and the PRC for purchasing inventory and marketing, as well as reducing gearing levels and the interest expenses.

The operations of the Group will not be materially affected by the Transfers because since the establishment of the Joint Venture Company, only less than 10% of the production capacity of the Group is contributed by the Joint Venture Company. Throughout the years, the Group has established a strong network of factories to always maintain steady and flexible sources of production.

The unaudited net loss before and after taxation and extraordinary items attributable to equity interest in the Joint Venture Company held by the Group for the nine months ended 31 December 2005 were both HK$1,576,000. The total assets of the Joint Venture Company as at 30 September 2005 was approximately HK$10,466,000, which accounted for 6.5% of the unaudited consolidated total assets of the Group as at 30 September 2005. After completion of the Transfers, the Joint Venture Company will cease to be a subsidiary of the Company, and thus, its post-completion financial results (including its assets, liabilities and profits or losses) will not be consolidated into the financial results of the Group. After entering into the Transfers, cash balance of the Group has increased by approximately HK$2,120,000 and receivables of the Group has increased by approximately HK$1,765,000.

The Directors (including the independent non-executive Directors) consider that, with the anticipated benefits arising from the Transfers, the Transfers are on normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole.

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leTTer From The Board

General

The principal business activities of the Group are the sourcing, subcontracting, marketing and selling of garments. The Vendor, being a wholly-owned subsidiary of the Company, is engaged in sourcing, subcontracting and selling of garments.

Chongqing Union-4 is principally engaged in garment manufacturing. Chongqing Union-4, by virtue of its ownership in the Joint Venture Company and thus a substantial shareholder of a subsidiary of the Company, is a connected person of the Company.

ASDH is engaged in trading of mountain sport products. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, ASDH and their ultimate beneficial owner are Independent Third Parties of the Company, its subsidiaries, their respective directors, chief executives and substantial shareholders or any of their respective associates.

The applicable percentage ratios for the Transfers exceed 5% but are less than 25%, and such transactions constitute discloseable transactions of the Company under Chapter 14 of the Listing Rules.

The disposal of equity interest in the Joint Venture Company by Takson Garment to Chongqing Union-4, being a connected person of the Company, under the Transfers constitute a connected transaction of the Company. The disposal of equity interest in the Joint Venture Company by Takson Garment to ASDH under the Transfers amounts to a transaction for the disposal by a subsidiary of the Company to a party not being its connected person of interest in a company where a substantial shareholder of that company is a controller (as defined under Rule 14A.10 of the Listing Rules), and is also regarded as a connected transaction of the Company under Rule 14A.13(1)(b)(i) of the Listing Rules.

As the applicable percentage ratios for the Transfers exceed 2.5% but are less than 25% and the total consideration is less than HK$10,000,000, such transactions are only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 of the Listing Rules but are exempt from the independent shareholders’ approval requirement.

addiTional inFormaTion

Your attention is drawn to the additional information contained in the Appendix to this circular.

Yours faithfully, By order of the Board Wong Tek sun, Takson

Chairman

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appendix

General inFormaTion

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF DIRECTORS’ INTEREST

As at the Latest Practicable Date, the interest and long positions held by the Directors and chief executive of the Company in the shares and underlying shares of the Company, 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 they are taken or deemed to have under such provisions of the SFO); or which were required, pursuant to section 352 of the SFO to be entered in the register referred to therein; or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies to be notified to the Company and the Stock Exchange, were as follows:

interest in shares of the Company number of ordinary shares in the Company beneficially held

					Approximate
					percentage of
					total issued
Name of	Personal	Family	Corporate		shares of the
directors	interests	interests	interests	Total	Company
Wong Tek Sun,	4,621,600	10,800,000	285,120,000	300,541,600	64.3%
Takson			(Note)
Pang Shu Yuk,	10,800,000	4,621,600	285,120,000	300,541,600	64.3%
Adeline Rita			(Note)

Note: The references to 285,120,000 shares relate to the same block of shares in the Company. Such shares are held by Takson International Holdings Limited, the entire issued share capital of which is held by Wangkin Investments Inc. (“WII”) as trustee of the Wangkin Investments Unit Trust (the “Unit Trust”). All issued and outstanding units in the Unit Trust are beneficially held by Guardian Trustee Limited as trustee of the Wang & Kin Family Trust (the “Family Trust”). The discretionary beneficiaries of the Family Trust are, inter alia, Ms. Pang Shu Yuk, Adeline Rita, Mr. Wong Chi Wang, Calvin, and Mr. Wong Chi Kin, Christopher, both the children of Mr. Wong Tek Sun, Takson and Ms. Pang Shu Yuk, Adeline Rita.

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appendix

General inFormaTion

Mr. Wong Tek Sun, Takson, owns 50% of the issued share capital of WII and his children as, inter alia, discretionary beneficiaries of the Family Trust have interests in the share capital of the Company. Accordingly, he is taken to be interested in the 285,120,000 shares in the Company under the SFO.

Ms. Pang Shu Yuk, Adeline Rita, owns 50% of the issued share capital of WII and she and her children as, inter alia, discretionary beneficiaries of the Family Trust have interests in the share capital of the Company. Accordingly, she is taken to be interested in the 285,120,000 shares in the Company under the SFO.

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, none of the Directors and chief executives of the Company had any interests or short positions in any shares or 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 or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange.

3. suBsTanTial shareholders

As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company, the parties (other than a Director or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO were as follows:

interests in the shares of the Company

				Approximate
				percentage of
Name of				total issued
substantial	Direct	Deemed		shares of the
shareholder	interests	interests	Total	Company
WII	—	285,120,000	285,120,000	64.30%
		(Note)
Takson International	285,120,000	—	285,120,000	64.30%
Holdings Limited	(Note)

Note: Takson International Holdings Limited is a wholly-owned subsidiary of WII, which in turn is owned as to 50% by Mr. Wong Tek Sun, Takson, and as to 50% by Ms. Pang Shu Yuk, Adeline Rita, both of whom are executive Directors of the Company. Therefore, all of these shares are entirely duplicated.

Mr. Wong Tek Sun, Takson and Ms. Pang Shu Yuk, Adeline Rita are the directors of both Takson International Holdings Limited and WII.

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appendix

General inFormaTion

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any person (other than a Director or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of the Part XV of the SFO, or who was interested, directly or indirectly, 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.

4. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, each of Mr. Wong Tek Sun, Takson and Ms. Pang Shu Yuk, Adeline Rita has a service contract with the Company which is determinable within one year without payment of compensation, other than statutory compensation. Apart from the aforesaid, none of the Directors has a service contract with the Company.

5. liTiGaTion

So far as the Directors are aware, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation or claim of material importance and no litigation or claim of material importance was pending or threatened against the Company or any of its subsidiaries.

6. COMPETING INTEREST

As at the Latest Practicable Date, in so far as the Directors are aware, none of the Directors or their respective associates had any interest in a business which competes or is likely to compete with the business of the Group.

7. General

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (b) The head office and principal place of business of the Company in Hong Kong is at Room 511-513, 5th Floor, South Wing, Harbour Centre, Tower One, 1 Hok Cheung Street, Hunghom, Kowloon, Hong Kong.

• (c) The transfer offices of the Company are Abacus Share Registrars Limited, 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong and Butterfield Fund Services (Bermuda) Limited, Rosebank Centre, 11 Bermudiana Road, Pembroke, Bermuda.

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appendix

General inFormaTion

• (d) The secretary and qualified accountant of the Company is Mr. Hui Chong Ki, Lawrence.

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

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