Parkson Retail Group Limited — M&A Activity 2012

Aug 27, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no no responsibility for the contents of this announcement, make 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 announcement.

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PARKSON RETAIL GROUP LIMITED 百盛商業集團有限公司

(incorporated in the Cayman Islands with limited liability) (Stock Code: 3368)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF 95.91% EQUITY INTEREST IN QINGDAO PARKSON, 100% EQUITY INTEREST IN DALIAN PARKSON AND 100% EQUITY INTEREST IN SHENYANG PARKSON

The Board is pleased to announce that the Company has through its wholly owned subsidiary agreed to acquire 100% equity interest in Victor Crest. Specifically, the Company through its wholly owned subsidiary has entered into a Sale and Purchase Agreement in which the Vendor has agreed to sell and the Purchaser has agreed to purchase the entire issued share capital in Victor Crest. Victor Crest is the sole legal and beneficial owner of all the equity interest in Wide Crest, which in turn is the sole legal and beneficial owner of all the equity interest in Parkson Venture, Sea Coral and Wide Field.

Parkson Venture, on or before the Completion Date will be the sole legal and beneficial owner of the 95.91% equity interest in Qingdao Parkson, which owns and operates the Parkson branded department stores each in Qingdao city and Yantai city. Sea Coral is the sole legal and beneficial owner of the 100% equity interest in Dalian Parkson, which owns and operates the Parkson branded department store in Dalian city and Wide Field is the sole legal and beneficial owner of the 100% equity interest in Shenyang Parkson, which owns and operates the Parkson branded department store in Shenyang city. All the subject department stores are currently managed by an indirect subsidiary of the Company.

The Vendor is a wholly-owned subsidiary of PHB, a controlling shareholder of the Company. Pursuant to Chapter 14A of the Listing Rules, the Vendor is deemed a Connected Person.

As the relevant percentage ratio calculation for the Acquisition exceeds 5% but fall below 25%, pursuant to Chapter 14 and Chapter 14A of the Listing Rules, the Acquisition constitutes a discloseable and connected transaction for the Company which is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules and the reporting announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

A circular containing, among other things, details of the Acquisition, the recommendation from the Independent Board Committee and the opinion from an independent financial adviser will be dispatched to Shareholders as soon as practicable. Relevant details of the Acquisition will also be included in the next published annual report and accounts of the Company in accordance with Rule 14A.45 of the Listing Rules.

Pursuant to the Deed of Non-competition, PHB and the Vendor have granted the Company, inter alia, an option to acquire the interest in their retail businesses in the PRC. The Board is pleased to announce that the Company has decided to exercise the said option and has through a wholly owned subsidiary agreed to acquire 100% equity interest in Victor Crest, which indirectly own 95.91% equity interest in Qingdao Parkson, the 100% equity interest in Dalian Parkson and the 100% equity interest in Shenyang Parkson. The transactions contemplated in the Acquisition will be accounted for in the accounts of the Company immediately following the Completion of the respective transactions.

THE SALE AND PURCHASE AGREEMENT

Date

27 August 2012

Parties

Vendor: East Crest International Limited

Purchaser: Grand Parkson Retail Group Limited

Assets to be acquired

100% equity interest in Victor Crest, which indirectly own:

1. 95.91% equity interest in Qingdao Parkson

2. 100% equity interest in Dalian Parkson

3. 100% equity interest in Shenyang Parkson

CONSIDERATION AND CONDITIONS FOR THE ACQUISITION

Consideration

The total Consideration for the Acquisition is RMB420,000,001, which comprises:

• (a) RMB340,000,000 for the 95.91% equity interest in Qingdao Parkson;

• (b) RMB80,000,000 for the 100% equity interest in Shenyang Parkson; and

• (c) RMB1 for the 100% equity interest in Dalian Parkson.

The Consideration shall be satisfied and fully paid by cash as follows:

• (a) Within 3 Business Days from the date of the Sale and Purchase Agreement, the Purchaser shall pay to the Vendor in cash as deposit, amounting to the sum of RMB42,000,000.

• (b) Within 3 Business Days from the Completion Date , the Purchaser shall pay to the Vendor RMB252,000,000 in cash.

• (c) Within 90 days after the Completion Date, the Purchaser shall pay to the Vendor RMB126,000,001 in cash

The deposit is payable in US$ calculated by reference to the middle rate published by the People’s Bank of China for the conversion of RMB to US$ on 3 Business Days preceding the day of the Sale

and Purchase Agreement and the balance of Consideration shall be paid in US$ calculated by reference to the middle rate published by the People’s Bank of China for the conversion of RMB to US$ on 3 Business Days preceding the date of payment.

The Directors (excluding the independent non-executive Directors whose views will be given after taking into consideration the advice from an independent financial adviser) considered that the Consideration is fair and reasonable, and it reflects normal commercial terms which were arrived at after arm’s-length negotiations between the Vendor and the Purchaser, with reference to (i) the valuation carried out by the Valuer that value the Qingdao Property at a market value of RM380.0 million, which increase the adjusted net asset value of Qingdao Parkson as at 31 December 2011 to RMB370.4 million after incorporating the estimated revaluation gain of RMB167.3 million on Qingdao Property; (ii) the historical profit earnings of Shenyang Parkson and the valuation carried out by the Valuer which attached a business value of RMB96.0 million to 100% equity stake in Shenyang Parkson; and (iii) the historical loss making of Dalian Parkson.

Conditions

The Completion of the Acquisition is subject to the satisfaction of the following conditions:

(a) the completion of due diligence review by the Purchaser on Victor Crest and its subsidiaries (including Wide Crest, Wide Field, Parkson Venture, Sea Coral, Qingdao Parkson, Dalian Parkson and Shenyang Parkson) and the results of which are satisfactory to the Purchaser;

(b) the obtaining by the Company of its Independent Shareholders’ approval for the Acquisition in the EGM;

(c) the completion of the Qingdao Parkson Transfer as evidenced by the Vendor obtaining the following documents:

• 1) the certificates of approval issued by the Bureau of Commence, Qingdao approving the Qingdao Parkson Transfer and the amendments to the memorandum and articles of association of Qingdao Parkson confirming Parkson Venture as 95.91% equity interest holder of Qingdao Parkson;

• 2) registration of Parkson Venture as the owner of the 95.91% equity interest in Qingdao Parkson and the issuance of new business license by, the Administration of Industry and Commerce, Qingdao.

(d) the execution of unconditional deed of assignment in favour of the Purchaser for the debts owing by Victor Crest, Wide Crest, Wide Field, Sea Coral, Dalian Parkson and Shenyang Parkson to the Vendor and its affiliates on or before the Completion Date to offset in full the negative net asset value if any, of Dalian Parkson and Shenyang Parkson.

TERMINATION RIGHTS

If any or all of the abovementioned conditions cannot be fulfilled within the Stipulated Period, the

Purchaser is entitled to either:

• (a) extend the Stipulated Period;

(b) waive any or all of the relevant conditions and proceed to the Completion; or

(c) terminate the Sale and Purchase Agreement. In this respect, the Vendor shall return all the monies (including the deposit) received under the Sale and Purchase Agreement to the Purchaser within 5 Business Days from the date of termination and thereafter, the Sale and Purchase Agreement shall be null and void and neither party shall have any claims against each other save for any antecedent breach.

If any party deliberately breaches any of the provisions thereof, the innocent party is entitled to:

(i) give notice to the defaulting party to remedy the breach within 10 Business Days upon receipt of the said notice failing which the innocent party is entitled to terminate the Sale and Purchase Agreement. In this respect, the innocent party is entitled to claim from the defaulting party a sum equivalent to the deposit as penalty; or

(ii) complete the Acquisition by way of specific performance.

COMPLETION

Completion shall take place on the Completion Date after the conditions precedent to the Sale and Purchase Agreement have been duly fulfilled or waived by the Purchaser.

INFORMATION ON THE VENDOR

The Vendor, a wholly owned subsidiary of PHB, a controlling shareholder of the Company, is the legal and beneficial owner of the entire issued share capital of Victor Crest and Serbadagang. Victor Crest is the legal and beneficial owner of the entire issued share capital of Wide Crest, which in turn is the legal and beneficial owner of the entire issued share capital of Wide Field, Parkson Venture and Sea Coral. Parkson Venture and Serbadagang are the current legal and beneficial owner of the 50% and 45.91% equity interest in Qingdao Parkson respectively, Wide Field is the current legal and beneficial owner of the 100% equity interest in Shenyang Parkson, and Sea Coral is the current legal and beneficial owner of the 100% equity interest in Dalian Parkson. Parkson Venture will be the legal and beneficial owner of the 95.91% equity interest in Qingdao Parkson on or before the Completion Date pursuant to the Qingdao Parkson Transfer. The Vendor is principally engaged in the business of investment holding, its investment cost, including the provision of debts in Qingdao Parkson, Dalian Parkson and Shenyang Parkson is approximately RMB307.7 million, RMB40.0 million and RMB40.0 million respectively.

INFORMATION ON THE COMPANY AND THE PURCHASER

The Company and its subsidiaries are principally engaged in the operation of 52 department stores situated in prime locations in 35 cities in the PRC. The Group offers a wide range of merchandise in those department stores, including fashion and apparel, cosmetics and accessories, household, electrical

goods and groceries.

The Purchaser is a 100% direct subsidiary of the Company primary acting as an investment holding company to invest in the department store business in the PRC.

HISTORICAL FINANCIAL INFORMATION OF QINGDAO PARKSON, DALIAN PARKSON AND SHENYANG PARKSON

Qingdao Parkson, established on 26 August 1994 is the owner and operator of Qingdao Parkson Store and Yantai Parkson Store. Dalian Parkson, established on 15 April 2005, is the owner and operator of a Dalian Parkson Store. Shenyang Parkson, established on 28 November 2003, is the owner and operator of Shenyang Parkson Store..

Set out below is the historical financial information of Qingdao Parkson, Dalian Parkson and Shenyang Parkson respectively for the 2 years ended 31 December 2010 and 2011 prepared and audited under PRC generally accepted accounting principles:

Qingdao Parkson

		Financial Year ended 31 December (RMB’000)	Financial Year ended 31 December (RMB’000)	Financial Year ended 31 December (RMB’000)	Financial Year ended 31 December (RMB’000)
Year		2010			2011
	Audited	Discontinued operation 3	Excluding discontinued operation	Audited	Discontinued operation 3	Excluding discontinued operation
Gross Sales Proceeds 1	589,529	10,524	579,005	608,228	7,795	600,433
Operating Revenues 2	192,839	8,455	184,384	192,420	7,423	184,997
Net profit/(loss) before tax	5,425	(8,082)	13,507	5,121	(20,713)	25,834
Net profit/(loss) after tax	1,821	(8,082)	9,903	3,813	(20,713)	24,526
Total Assets	406,313	n.a.	n.a.	394,192	n.a.	n.a.
Net Assets Value	199,296	n.a.	n.a.	203,109	n.a.	n.a.

Dalian Parkson

	Financial Year ended 31 December (RMB’000)	Financial Year ended 31 December (RMB’000)
Year	2010	2011
Gross Sales Proceeds 1	194,344	222,473
Operating Revenues 2	67,446	78,319
Net profit/(loss) before tax	(6,902)	(196)
Net profit/(loss) after tax	(6,902)	(196)
Total Assets	38,949	42,402
Net Assets Value	(23,551)	(23,747)

Shenyang Parkson

	Financial Year ended 31 December (RMB’000)	Financial Year ended 31 December (RMB’000)
Year	2010	2011
Gross Sales Proceeds 1	321,906	395,189
Operating Revenues 2	76,455	88,974
Net profit/(loss) before tax	7,601	15,555
Net profit/(loss) after tax	7,601	15,555
Total Assets	54,822	80,842
Net Assets Value	(58,992)	(43,436)

(1) “Gross sales proceeds includes the direct sales, gross sales proceeds from concessionaire sales, rental income and other operating revenue.

(2) “Operating revenues” includes the direct sales, commission from concessionaire sales, rental income and other operating revenue. Gross sales proceeds from concessionaire sales are not recognised. Operating revenues need not be included in the audit report issued under the PRC generally accepted accounting principles, the numbers were extracted from the management accounts prepared under the PRC generally accepted accounting principles.

(3) The discontinued operation refers to Laoshan Extra Store, which was owned and operated by Qingdao Parkson. Laoshan Extra Store ceased operation on 31 October 2011.

(4) Qingdao Parkson owns the Qingdao Property which has a net book value of approximately RMB212.7 million base on the audited accounts as at 31 December 2011. In comparison to the valuation of RMB380.0 million carried out by the Valuer, there is an unrecorded revaluation gain of approximately RMB167.3 for Qingdao Property, which if taken into account will increase the adjusted net asset value of Qingdao Parkson as at 31 December 2011 to approximately RMB370.4 million. Based on the management accounts as at 30 June 2012, the net asset value of Qingdao Parkson was approximately RMB213.3 million and the net book value of Qingdao Property was approximately RMB205.6 million. In comparison to the valuation of RMB380.0 million, this give rise to an unrecorded revaluation gain of approximately RMB174.4 million, which if taken into account will increase the adjusted net asset value of Qingdao Parkson to approximately RMB387.7 million as at 30 June 2012.

(5) As one of the conditions precedent to the Completion, the Vendor has agreed to the execution of unconditional deed of assignment in favour of the Purchaser for the debts owing by Victor Crest, Wide Crest, Wide Field, Sea Coral, Dalian Parkson and Shenyang Parkson to the Vendor and its affiliates on or before the Completion Date to offset in full the negative net asset value if any, of Dalian Parkson and Shenyang Parkson.

REASONS FOR AND BENEFITS OF THE ACQUISITION

Qingdao city is one of the major seaport, tourism and industrial centre of China and located in the

eastern Shandong province of the PRC. In 2011, Qingdao city has over 7.6 million population, with a reported GDP of RMB661.5 billion and GDP per capita of RMB86,325. The retail market size of Qingdao for the year 2011 was approximately RMB223.3 billion and enjoyed an annual compounded growth rate of more than 16% in the past 5 years. The urban disposable income per capita of Qingdao for the year 2011 was RMB28,567, an increase of 14.3% from the year 2010.

Yantai city is located in the northeastern Shandong province of the PRC; it is the second largest industrial city in Shandong, next only to Qingdao. In 2011, Yantai has over 6.5 million population, with a reported GDP of RMB490.7 billion and GDP per capita of RMB70,339. The retail market size of Yantai for the year 2011 was approximately RMB161.6 billion and enjoyed an annual compounded growth rate of more than 17% since the year 2004. The urban disposable income per capita of Yantai for the year 2011 was RMB26,542, an increase of 9.4% from the year 2010.

Dalian city is the second largest city in Liaoning province, next only to the provincial capital (Shenyang). In 2011, Dalian has over 5.9 million population, with a reported GDP of RMB615.0 billion and GDP per capita of RMB91,287. The retail market size of Dalian for the year 2011 was approximately RMB192.5 billion and enjoyed an annual compounded growth rate of more than 15% since the year 2004. The urban disposable income per capita of Dalian for the year 2011 was RMB24,276, an increase of 14.0% from the year 2010.

Shenyang city is the provincial capital city of Liaoning province. In 2011, Shenyang has over 7.2 million population, with a reported GDP of RMB591.5 billion and GDP per capita of RMB72,637. The retail market size of Shenyang for the year 2011 was approximately RMB242.7 billion and enjoyed an annual compounded growth rate of more than 16% since the year 2003. The urban disposable income per capita of Shenyang for the year 2011 was RMB23,326, an increase of 13.5% from the year 2010.

In line with the Group’s business strategy, the management believes that the Acquisition will not only immediately enhance the growth and profitability of the Group, the integration of the stores into the Group’s operation will create immediate synergies which will allow a quick improvement to the operation and profitability of the acquired stores. Furthermore, the Acquisition will also provide more flexibility for the Group to carry out its expansion plan to consolidate its position in the respective cities.

The Directors (excluding the independent non-executive Directors whose views will be given after taking into consideration the advice from an independent financial adviser) believe that the terms of the Acquisition are fair, reasonable and in the normal commercial terms and are in the interests of the Company and the Shareholders as a whole.

DISCLOSEABLE AND CONNECTED TRANSACTION

The Vendor is a wholly-owned subsidiary of PHB, a substantial shareholder of the Company. Hence, the Vendor is a connected person to the Company by virtue of Rule 14A.11(4) of the Listing Rules. Accordingly, the Acquisition constitutes a connected transaction for the Company under the Listing Rules. As the relevant percentage ratio calculation for the Acquisition exceeds 5% but fall below 25%, pursuant to Chapter 14 and Chapter 14A of the Listing Rules, the Acquisition constitutes a discloseable and connected transaction for the Company which is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules and the reporting announcement and the

Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Furthermore, as PHB is a substantial shareholder of the Company and the ultimate holding company of the Vendor, PHB and its associates are deemed to have a material interest in the Acquisition. Accordingly, PHB and its associates are required to abstain from voting in the EGM to be held for the approval of the Acquisition.

Relevant details of the Acquisition will also be included in the next published annual report and accounts of the Company in accordance with Rule 14A.45 of the Listing Rules.

According to the Listing Rules, the Acquisition also constitutes a discloseable and connected transaction of the Company which is subject to the notification and publication requirements as set out in Rules 14.58 and 14.60 of the Listing Rules.

A circular containing, among other things, valuation report from the Valuer, details of the Acquisition, the recommendation from the Independent Board Committee and the opinion from an independent financial adviser will be dispatched to Shareholders as soon as practicable.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:

• “Acquisition” the transactions contemplated under the Sale and Purchase Agreement, including but not limited to the entire issued paid up capital of Victor Crest, Wide Crest, Wide Field, Parkson Venture and Sea Coral, and 95.91% equity interest in Qingdao Parkson, 100% equity interest in Dalian Parkson and 100% equity interest in Shenyang Parkson

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

• “Board” the board of Directors of the Company

• “Business Day” means a day (other than a Saturday or a Sunday) when banks are open for business in Hong Kong, PRC and Malaysia

• “Company” Parkson Retail Group Limited, a limited liability company incorporated under the laws of the Cayman Islands with limited liability on 3 August 2005

• “Completion” the completion of the Acquisition as in accordance with the terms and conditions of the Sale and Purchase Agreement

• “Completion Date” the date on which the Completion shall take place, i.e. 10 business days after the immediate month end in which the date the Sale and Purchase Agreement become unconditional pursuant to the terms therein contained

“Connected	has the meaning ascribed to it in the Listing Rules
Person(s)”
“Consideration”	the total consideration of RMB420,000,001 for the Acquisition which
	comprises:
	(a) RMB340,000,000 for the 95.91% equity interest in Qingdao Parkson;
	(b) RMB80,000,000 for the 100% equity interest in Shenyang Parkson; and
	(c) RMB1 for the 100% equity interest in Dalian Parkson.
“Dalian Parkson”	Dalian Parkson Retail Development Co., Ltd. (大连时尚百盛商业发展有限公
	司), a limited liability company incorporated in the PRC on 15 April 2005,
	which is 100% owned by Sea Coral
“Deed of	deed dated 17 September 2007 entered into between the Company, the Vendor
Non-competition”	and PHB whereby PHB and the Vendor agreed inter alia, to grant to the
	Company a call option on PHB and the Vendor’s interest in their retail
	business in the PRC and an undertaking not to compete with the business of the
	Group in the PRC
“Director(s)”	the director(s) of the Company
“Dalian Parkson	Parkson branded department store located at No. 261, Zhongshan Road,
Store”	Xigang District, Dalian City, Liaoning Province, PRC with total operating area
	of approximately 30,900 square meters
“EGM”	the extraordinary general meeting to be convened by the Company for
	approving the Acquisition
“GDP”	Gross domestic product.
“Group”	the Company, its subsidiaries, jointly controlled entities and associated
	company
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board	a board committee comprising independent non-executive Directors who are
Committee”	not interested in the Acquisition
“Independent	Shareholders other than persons who are required to abstain from voting on the
Shareholder(s)”	resolution to approve the Acquisition as defined under the listing rules
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong
	Kong Limited

“Parkson Venture” Parkson Venture Pte. Ltd., a limited liability company incorporated under the laws of Singapore with limited liability on 26 May 1993

• “PHB” Parkson Holdings Berhad, a public limited liability company incorporated and domiciled in Malaysia, the shares of which are listed on the Main Board of Bursa Malaysia Securities Berhad, a controlling shareholder of the Company

• “PRC” People’s Republic of China

• “Purchaser” Grand Parkson Retail Group Limited, a 100% direct subsidiary of the Company

• “Qingdao Parkson” Qingdao No.1 Parkson Co., Ltd. (青岛第一百盛有限公司), a sino-foreign equity joint venture enterprise incorporated in the PRC on 26 August 1994, and are being held as to 50% by Parkson Venture, as to 45.91% by Serbadagang and as to 4.09%% by Qingdao No.1 Department Store (青岛第一百货商店), an independent third party

• “Qingdao Parkson Parkson branded department store located at No.44-60, Zhongshan Road, Store” Qingdao City, Shandong Province, PRC with total operating area of approximately 28,900 square meters

• “Qingdao Parkson the transfer of the 45.91% equity interest in Qingdao Parkson from Transfer” Serbadagang to Parkson Venture

• “Qingdao Property” the land use right and property use right in respect to the property with a total gross floor area of 76,013 square meters currently owned by Qingdao Parkson and occupied by Qingdao Parkson Store

• “RMB” the lawful currency of PRC

• “Sale and Purchase the sale and purchase agreements dated 27 August 2012 entered into between Agreement” the Purchaser and the Vendor after the trading hours of the Stock Exchange on 27 August 2012

• “Sea Coral” Sea Coral Limited, a limited liability company incorporated under the laws of Hong Kong on 25 January 2005 and an indirect wholly-owned subsidiary of PHB through the Vendor

• “Serbadagang” Serbadagang Holdings Sdn. Bhd., a limited liability company incorporated in Malaysia on 25 April 1985 and an indirect wholly-owned subsidiary of PHB through the Vendor

• “Shareholder(s)” the holder(s) of the Share(s)

• “Shenyang Parkson” Shenyang Parkson Shopping Plaza Co., Ltd. (沈阳百盛购物广场有限公司), a limited liability company incorporated in the PRC on 28 November 2003,

• which is 100% owned by Wide Field

• “Shenyang Parkson Parkson branded department store located at No. 21 Zhonghua Road, Heping Store” District, Shenyang city, Liaoning Province, PRC with total operating area of approximately 33,400 square meters

• “Stipulated Period” a period of 120 days from the date of the Sale and Purchase Agreement or such extended period as may be agreed by the Purchaser in writing

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed to it in section 2 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)

• “US$” United States Dollar, the lawful currency of the United States of America “Valuer” th Vigers Appraisal & Consulting Limited, 10 Floor, The Grande Building, 398 Kwun Tong Road, Kowloon, Hong Kong, an International Assets Appraisal Consultants

• “Vendor” East Crest International Limited, a limited liability company incorporated under the laws of British Virgin Islands on 2 August 2006, a wholly-owned subsidiary of PHB

• “Victor Crest” Victor Crest Limited, a limited liability company incorporated under the laws of the British Virgin Island with limited liability on 8 February 2010

• “Wide Crest” Wide Crest Limited, a limited liability company incorporated under the laws of the British Virgin Island with limited liability on 8 February 2010

• “Wide Field” Wide Field International Limited, a limited liability company incorporated under the laws of Hong Kong with limited liability on 8 February 2010

“Yantai Parkson Parkson branded department store located at No.166, South Street, Zhifu Store” District, Yantai City, Shandong Province, PRC with total operating area of approximately 50,000 square meters “%” per cent

By Order of the Board PARKSON RETAIL GROUP LIMITED Cheng Yoong Choong Managing Director

27 August 2012

As at the date of this announcement, the Executive Directors of the Company are Datuk Cheng Yoong Choong and Mr. Chew Fook Seng, the Non-executive Director is Tan Sri Cheng Heng Jem and the Independent Non-executive Directors are Mr. Ko Tak Fai, Desmond, Mr. Werner Josef Studer and Mr. Yau Ming Kim, Robert.