PegBio Co., Ltd. — Capital/Financing Update 2006

Nov 24, 2006

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement.

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(Incorporated in Bermuda with limited liability) (Stock Code: 1141)

VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION

The Purchaser, a wholly-owned subsidiary of the Company, has conditionally agreed to acquire from the Vendor (i) the Sale Shares representing 24% of the entire issued share capital of Xin Procurement; and (ii) the rights of and benefits in the Sale Loan of S$120,000 (equivalent to HK$600,000) at an aggregate consideration of HK$7,126,560. The Consideration is to be satisfied by the Purchaser by procuring the Company to issue the New Convertible Note in such principal amount to the Vendor or its nominee on Completion.

Xin Procurement is principally engaged in the supply and procurement business in the Asia Pacific Region. As at the date of this announcement, Xin Procurement is held as to 51% by the Purchaser and as to 49% by the Vendor. Immediately upon Completion, the Purchaser will hold a 75% interest in Xin Procurement and the remaining 25% interest in Xin Procurement will be held by the Vendor.

The transactions under the Agreement constitute a very substantial acquisition for the Company under the Listing Rules. By virtue of Mr. Wilson Ng’s and Mr. Ng Wee Keat’s parents’ interests in the Vendor, the Agreement and the transactions contemplated thereunder also constitute a connected transaction for the Company under the Listing Rules. Accordingly, the Agreement, including the issue of the New Convertible Note and the Conversion Shares to be issued under the New Convertible Note, is subject to the approval of the Independent Shareholders in a general meeting of the Company.

A circular containing, among other things, details of the Agreement, a letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders on the Agreement, financial information of Xin Procurement and the Company, and a notice of the special general meeting of the Company will be despatched to Shareholders as soon as practicable.

At the request of the Company, trading in Shares was suspended with effect from 9:30 a.m. on 23rd November, 2006 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in Shares with effect from 9:30 a.m. on 27th November, 2006.

THE AGREEMENT DATED 22ND NOVEMBER, 2006 Parties to the Agreement:

Vendor: Huang & Co (Singapore) Pte. Ltd., indirectly wholly owned by the parents of Mr. Wilson Ng and Mr. Ng Wee Keat, both of whom are executive Directors

Purchaser: Able Market Profits Limited, a wholly-owned subsidiary of the Company

Target company: Xin Procurement & Trading Pte. Ltd., which is held as to 51% by the Purchaser and as to 49% by the Vendor as at the date of this announcement

The Directors have been informed that the Vendor is principally an investment holding company. It also provides administrative and accounting services for vessels, hotels and property investment businesses and etc. Mr. Wilson Ng and Mr. Ng Wee Keat, both of whom are executive Directors, are also directors of the Vendor.

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Assets to be acquired:

• (i) the Sale Shares, being 2,400 ordinary shares of S$1.00 each in the share capital of Xin Procurement, representing 24% of the entire issued share capital of Xin Procurement; and

• (ii) the rights of and benefits in the Sale Loan of S$120,000 (equivalent to HK$600,000), representing 24% of the Shareholders’ Loans of S$500,000 (equivalent to HK$2,500,000) owed by Xin Procurement to the Vendor.

As at the date of this announcement, Xin Procurement is held as to 51% by the Purchaser and as to 49% by the Vendor. The Shareholders’ Loans were advanced to Xin Procurement by each of the Purchaser and the Vendor pro rata to their existing shareholdings in Xin Procurement. Upon Completion, the Purchaser will hold a 75% equity interest in Xin Procurement and the remaining 25% equity interest in Xin Procurement will be held by the Vendor. The Shareholders’ Loans advanced to Xin Procurement by the Purchaser and the Vendor will remain proportionate to their respective shareholdings in Xin Procurement upon Completion.

Information on Xin Procurement:

Xin Procurement is a joint venture formed by the Purchaser and the Vendor in April 2004. Xin Procurement is principally engaged in the supply and procurement business in the Asia Pacific Region. Xin Procurement is a supplier of certain goods and services, including but not limited to, office equipment, office supplies, machinery, parts, lubricating oil and bunker for vessels. Pursuant to the Supply Agreement, Xin Procurement was appointed by the Vendor as supplier for the efficient and timely supply of certain items. For the year ended 31st March, 2006, the turnover of Xin Procurement generated from the Supply Agreement represented approximately 11.4% of the total turnover of Xin Procurement.

According to the audited accounts of Xin Procurement, Xin Procurement recorded a turnover of approximately S$31.5 million (equivalent to approximately HK$157.5 million) for the period since its incorporation to 31st March, 2005. The audited net profit before taxation and profit after taxation of Xin Procurement for the period since its incorporation to 31st March, 2005 were approximately S$1.9 million (equivalent to approximately HK$9.5 million) and approximately S$1.5 million (equivalent to approximately HK$7.5 million). No extraordinary items were recorded for the period between its incorporation and 31st March, 2005.

According to the audited accounts of Xin Procurement, Xin Procurement recorded a turnover of approximately S$33.8 million (equivalent to approximately HK$169.0 million) for the year ended 31st March, 2006. The audited net profit before taxation and profit after taxation of Xin Procurement for the year ended 31st March, 2006 were approximately S$3.4 million (equivalent to approximately HK$17.0 million) and approximately S$2.7 million (equivalent to approximately HK$13.5 million). No extraordinary items were recorded for the year ended 31st March, 2006. The audited net asset value of Xin Procurement as at 31st March, 2006 was approximately S$4.3 million (equivalent to approximately HK$21.5 million).

Consideration:

The Consideration of HK$7,126,560 for the Acquisition is based on (i) the historical price earning multiples of 2 times of the audited net profit of Xin Procurement S$2.7 million (equivalent to HK$13.5 million) for the year ended 31st March, 2006; and (ii) the amount of the Sale Loan of S$120,000 (equivalent to HK$600,000).

The Consideration is to be satisfied by the Purchaser by procuring the Company to issue the New Convertible Note in such principal amount to the Vendor or its nominee on Completion.

The principal terms of the New Convertible Note to be issued by the Company will be as follows:

Principal amount: HK$7,126,560

Maturity date: Unless previously converted or repaid, the New Convertible Note will mature on the date preceding the third anniversary of the date of its issue.

Interest: 1% per annum on the principal amount of the New Convertible Note outstanding from time to time, payable semi-annually in arrears on 31st March and 30th September each year.

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Conversion:

Subject to the terms of the New Convertible Note, holder(s) of the New Convertible Note will have the right to convert on any business day (prior to the earlier of (1) the date on which a notice is given by the Company exercising its rights attached to the New Convertible Note to redeem the whole or a part of the principal amount of the New Convertible Note, or (2) five business days prior to the Maturity Date) the whole or part of the outstanding principal amount of the New Convertible Note (in an amount or integral multiple of HK$500,000) into new Shares at any time and from time to time at an initial conversion price of HK$0.170 per Share (subject to adjustment as detailed below).

The conversion price of the New Convertible Note will be subject to adjustment provisions which are standard terms for convertible securities of similar type. The adjustment events will arise as a result of certain change in the share capital of the Company including consolidation or subdivision of shares, capitalisation of profits or reserves, capital distributions in cash or specie or subsequent issue of securities in the Company.

The initial conversion price of the New Convertible Note of HK$0.170 per Share, which was determined after arms’ length negotiation between the Purchaser and the Vendor with reference to the recent market price of Shares prior to the suspension of trading in Shares, represents:

• (i) the closing price of HK$0.170 per Share as quoted on the Stock Exchange on 22nd November, 2006, being the last trading day prior to the suspension of trading in the Shares pending the release of this announcement;

• (ii) a premium of approximately 3.7% over the average closing price of HK$0.164 per Share as quoted on the Stock Exchange over the last 10 trading days up to and including 22nd November, 2006;

• (iii) a premium of approximately 15.6% over the average closing price of HK$0.147 per Share as quoted on the Stock Exchange over the last 30 trading days up to and including 22nd November, 2006; and

• (iv) a premium of approximately 117.3% over the unaudited pro forma adjusted consolidated net tangible assets of the Company of HK$0.07822 per Share upon completion of the Open Offer as set out in the prospectus of the Company dated 26th September, 2006.

No fraction of a Share will be issued on conversion of the New Convertible Note. Fractional entitlements shall be ignored and any sum paid by the Vendor in respect thereof shall be retained by the Company for its own benefit.

Early redemption: The Company may at any time prior to the Maturity Date, by giving not less than 5 business days’ prior notice to the holder of the New Convertible Note, repay the whole or part only (in an amount or integral multiple of HK$500,000) of the principal outstanding amount of the New Convertible Note together with the outstanding interest accrued thereon in accordance with the terms of the New Convertible Note.

Conversion Shares: The Conversion Shares shall, when issued, rank pari passu in all respects with all other issued share capital of the Company on the date of conversion including the right to all dividends or other distributions.

On the basis of the initial conversion price of HK$0.170 per Share, a total of 41,920,941 conversion shares will be issued upon full conversion of the New Convertible Note representing approximately 12.7% of the existing issued share capital of the Company and approximately 11.2% of the share capital of the Company as enlarged by the New Convertible Note.

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Transferability:

The New Convertible Note may be assigned or transferred in respect of the whole or any part (in an amount or integral multiple of HK$500,000) subject to the conditions, approvals, requirements and any other provisions of or under (i) the Stock Exchange (and any stock exchange on which Shares may be listed at the relevant time) or their rules and regulations; (ii) the approval for listing in respect of the Conversion Shares; and (iii) all applicable laws and regulations.

Save with the prior written approval of the Company, neither the New Convertible Note nor any part thereof may be transferred to a connected person of the Company.

Voting: The holder of the New Convertible Note will not be entitled to receive notices of, attend or vote at any general meetings of the Company by reason only of it being a holder of the New Convertible Note.

Listing: No application will be made for the listing of the New Convertible Note on any stock exchange. Application will be made for the listing of and permission to deal in the Conversion Shares on the Stock Exchange.

Conditions:

The Agreement is subject to and conditional upon the fulfillment of following conditions precedent on or before 28th February, 2007 (or such later date as shall be agreed between the Vendor and the Purchaser in writing):

• (i) all consents and approvals (if any) of the Stock Exchange, any relevant governmental or regulatory authorities and other relevant third parties which are necessary and essential for the entering into and the implementation of the Agreement and all transactions contemplated under the Agreement having been obtained;

• (ii) the approval of the Agreement by the Independent Shareholders at a duly convened special general meeting of the Company by resolution passed in accordance with the Listing Rules; and

• (iii) listing of and permission to deal in the Conversion Shares to be issued pursuant to the conversion of New Convertible Note having been granted by the Stock Exchange.

In the event that any of the conditions shall not be fulfilled on or before the 28th February, 2007, the Agreement shall be void and of no effect and no party shall have any rights or claims whether for loss or damages or other reliefs whatsoever against any of the other parties on any ground save for antecedent breaches.

Completion:

Completion is to take place within 7 business days (or such later date as shall be agreed in writing between parties to the Agreement) after fulfillment of the conditions referred to above. Upon Completion, the Vendor, the Purchaser and Xin Procurement shall enter into a new shareholders’ agreement to replace the existing shareholders’ agreement to reflect the changes in the shareholding structure of Xin Procurement between the Purchaser and the Vendor.

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SHAREHOLDING STRUCTURE OF THE COMPANY

The following is a summary of the shareholding structure of the Company (i) as at the date of this announcement and immediately after Completion; (ii) upon full conversion of the Existing Convertible Note; (iii) upon full conversion of the New Convertible Note; and (iv) upon full conversion of the Existing Convertible Note and the New Convertible Note (assuming no other changes in shareholding before then):

Shareholders Vision Century_(Note 1) Vendor Mr. Wilson Ng(Note 2) Mr. Ng Wee Keat(Note 2) Other discretionary beneficiaries of the Discretionary Trust (Note 3)_ Public Total	As at the date of this announcement and immediately after Completion Number of Shares % 180,548,784 54.6 – – 5,000,000 1.5 5,000,000 1.5 20,000,000 6.0 120,267,272 36.4 330,816,056 100.00	Upon full conversion of the Existing Convertible Note Number of Shares % 442,960,131 74.7 – – 5,000,000 0.8 5,000,000 0.8 20,000,000 3.4 120,267,272 20.3 593,227,403 100.00	Upon full conversion of the New Convertible Note Number of Shares % 180,548,784 48.5 41,920,941 11.2 5,000,000 1.3 5,000,000 1.3 20,000,000 5.4 120,267,272 32.3 372,736,997 100.00	Upon full conversion of the Existing Convertible Note and the New Convertible Note Number of Shares % 442,960,131 69.8 41,920,941 6.6 5,000,000 0.8 5,000,000 0.8 20,000,000 3.1 120,267,272 18.9 635,148,344 100.00	Upon full conversion of the Existing Convertible Note and the New Convertible Note Number of Shares % 442,960,131 69.8 41,920,941 6.6 5,000,000 0.8 5,000,000 0.8 20,000,000 3.1 120,267,272 18.9 635,148,344 100.00
					100.00

Notes:

1. Vision Century is a wholly-owned subsidiary of Huang Group of which is held by Mr. Kan Ka Chong, Frederick as the trustee of the Discretionary Trust.

2. Mr. Wilson Ng and Mr. Ng Wee Keat are executive Directors and discretionary beneficiaries of the Discretionary Trust.

3. Ms. Sio Ion Kuan, who is a discretionary beneficiary of the Discretionary Trust, is interested in 10,000,000 Shares as at the date of this announcement. Each of Ms. Ng Siew Lang, Linda and Ms. Lilian Ng, both are directors of Vendor and discretionary beneficiaries of the Discretionary Trust, is interested in 5,000,000 Shares as at the date of this announcement.

The Vendor has undertaken that it will not cause or procure all or any part of the Existing Convertible Note and/or the New Convertible Note to be converted into new Shares if by doing so the minimum public float of the Company will be less than 25%. The Company has also undertaken to the Stock Exchange that it will ensure there will not be insufficient public float on the date of the issue of the new Shares arising from the conversion of the Existing Convertible Note and/or the New Convertible Note.

REASONS FOR THE ACQUISITION

The principal activities of the Group are in the supply and procurement business in the Asia Pacific Region, including but not limited to the supply of office equipment and office supplies, machinery, machinery parts, lubricating oil and bunkerage for vessels.

Xin Procurement is a joint venture formed by the Purchaser and the Vendor in April 2004. Since its formation, Xin Procurement has been owned as to 51% by the Purchaser and 49% by the Vendor. Upon Completion, the Purchaser’s interests in Xin Procurement will be increased to 75%. Xin Procurement will continue to be a subsidiary of the Company and its accounts will continue to be consolidated into the accounts of the Group. Xin Procurement commenced its operation in April 2004.

Since the Group diversified into the supply and procurement business, the results of the Group have been improving. As set out in the 2006 annual report of the Company, the loss for the year from continuing operation of the Group has been reduced from approximately HK$7.4 million for the year ended 31st March, 2005 to approximately HK$2.5 million for the year ended 31st March, 2006. The supply and procurement segment contributed net profits of approximately HK$7.3 million and HK$12.3 million for the two years ended 31st March, 2005 and 2006, which showed a growth rate of approximately 68.5%.

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Given the past promising performance of Xin Procurement and the prospects of the Asia Pacific tourism industry, the Directors believe that it is in the best interests of the Group to increase its stake in Xin Procurement. By increasing the attributable interests in Xin Procurement, the Group can strengthen its assets and earnings base. The Directors have confidence in the business prospects of Xin Procurement and believe that the supply and procurement business will continue to generate promising returns to the Group.

Taken into account the aforesaid, the Directors believe that the terms of the Acquisition are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

In March 2006, the Company completed the issue of a 1% convertible note in the principal amount of HK$37 million to Vision Century. Details of the Existing Convertible Note were set out in the announcement of the Company dated 17th February, 2006 and the circular of the Company dated 10th March, 2006. The proceeds of HK$37 million were used to release and discharge the Company from part of its obligations and liabilities in respect of a loan advanced by Vision Century. Vision Century has the right to convert the outstanding principal amount of the Existing Convertible Note into new Shares at any time before 29th March, 2009 at the conversion price of HK$0.141 per Share, subject to adjustment.

In October 2006, the Company completed a three for one open offer which involved the issue of 248,112,042 new Shares at a price of HK$0.12 per Share. Details of the Open Offer were set out in the announcement of the Company dated 17th August, 2006, the circular of the Company dated 8th September, 2006 and the prospectus of the Company dated 26th September, 2006. Net proceeds of the Open Offer of approximately HK$28.0 million are intended to be applied as to approximately HK$18.5 million for repayment of the Group’s liabilities and as to the remainder of approximately HK$9.5 million for general working capital of the Group.

Save for the issue of Existing Convertible Note and the Open Offer as mentioned above, the Company has not conducted any other fund raising activities in the past twelve months before the date of this announcement.

COMPLIANCE WITH THE LISTING RULES

The transactions under the Agreement constitute a very substantial acquisition and a connected transaction for the Company under the Listing Rules.

The Vendor is wholly owned by New Century International Pte. Ltd., a company incorporated in the Republic of Singapore with limited liability. New Century International Pte. Ltd. is wholly owned by the parents of Mr. Wilson Ng and Mr. Ng Wee Keat, both of whom are executive Directors and also directors of the Vendor.

As at the date of this announcement, Vision Century, the controlling shareholder of the Company, is interested in approximately 54.6% of the entire issued share capital of the Company. Vision Century is wholly owned by Huang Worldwide, which is in turn wholly owned by Huang Group. Huang Group is wholly owned by Mr. Kan Ka Chong, Frederick as trustee of the Discretionary Trust, the discretionary beneficiaries of which include, among others, Mr. Wilson Ng, Mr. Ng Wee Keat, Ms. Sio Ion Kuan, Ms. Ng Siew Lang, Linda and Ms. Lilian Ng.

By virtue of Mr. Wilson Ng’s and Mr. Ng Wee Keat’s parents’ interests in the Vendor, the Agreement and the transactions contemplated thereunder constitute a connected transaction for the Company under the Listing Rules. Vision Century, Mr. Wilson Ng, Mr. Ng Wee Keat, Ms. Sio Ion Kuan, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng and their respective associates will abstain from voting on the resolution to be proposed in the special general meeting of the Company to consider the Agreement.

GENERAL

A special general meeting will be convened by the Company at which a resolution will be proposed to seek approval of the Agreement. At such meeting, the votes of the Independent Shareholders in relation to the Agreement, including the issue of the New Convertible Note and the Conversion Shares, will be taken by poll on which Vision Century, Mr. Wilson Ng, Mr. Ng Wee Keat, Ms. Sio Ion Kuan, Ms. Ng Siew Lang, Linda, Ms. Lilian Ng and their respective associates will abstain from voting. An independent board committee of the Company will be constituted to advise the Independent Shareholders relating to the Acquisition. An independent financial adviser will be appointed to advise the independent board committee of the Company and the Independent Shareholders in this regard.

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A circular containing, among other things, details of the Agreement, a letter of advice from the independent financial adviser to the independent board committee of the Company and the Independent Shareholders on the Agreement, financial information of Xin Procurement and the Company, and a notice of the special general meeting of the Company will be despatched to Shareholders as soon as practicable.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in Shares was suspended with effect from 9:30 a.m. on 23rd November, 2006 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in Shares with effect from 9:30 a.m. on 27th November, 2006.

DEFINITIONS

DEFINITIONS
“Acquisition”	the proposed acquisition of (i) the Sale Shares representing 24%
	of the entire issued share capital of Xin Procurement; and (ii)
	the rights of and benefits in the Sale Loan of S$120,000
	pursuant to the Agreement
“Agreement”	the sale and purchase agreement dated 22nd November, 2006
	entered into between the Vendor, the Purchaser and Xin
	Procurement in relation to the Acquisition
“associate”	the meaning given to it under the Listing Rules
“Board”	the board of Directors
“Company”	Xin Corporation Limited, a company incorporated in Bermuda
	with limited liability and the issued ordinary shares of which
	are listed on the main board of the Stock Exchange
“Completion”	completion of the Agreement
“Consideration”	HK$7,126,560, the consideration for the Acquisition pursuant to
	the Agreement
“Conversion Shares”	41,920,941 new Shares which will be issued upon full conversion
	of 100% of the principal amount of the New Convertible Note
	at the conversion price of HK$0.170 per Share (subject to
	adjustment)
“Directors”	the directors of the Company
“Discretionary Trust”	a discretionary trust of which Mr. Kan Ka Chong, Frederick is
	the trustee, Mr. Ng (Huang) Cheow Leng is the settlor of the
	Discretionary Trust and Mr. Ng (Huang) Cheow Leng and his
	family members and unspecified charities are the discretionary
	beneficiaries
“Existing Convertible Note”	1% convertible note of the Company in the aggregate principal
	amount of HK$37 million, which is repayable in March 2009
	or convertible into new Shares at a conversion price of
	HK$0.141 per Share, subject to adjustment
“Group”	the Company and its subsidiaries
“Huang Group”	Huang Group (BVI) Limited, a company incorporated in the
	British Virgin Islands and held by Mr. Kan Ka Chong, Frederick,
	as the trustee of the Discretionary Trust
“Huang Worldwide”	Huang Worldwide Holding Limited, a wholly-owned subsidiary of
	Huang Group
“Independent Shareholders”	Shareholders other than Vision Century, Mr. Wilson Ng and Mr.
	Ng Wee Keat, Ms. Sio Ion Kuan, Ms. Ng Siew Lang, Linda,
	Ms. Lilian Ng and their respective associates

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“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Maturity Date”	the day last preceding the third anniversary of the date of issue
	of the New Convertible Note
“New Convertible Note”	1% convertible note of the Company in the principal amount of
	HK$7,126,560 to be issued to the Vendor as consideration for
	the Acquisition pursuant to the Agreement
“Open Offer”	a three for one open offer involving the issue of 248,112,042
	new Shares at a price of HK$0.12 per Share completed in
	October 2006, details of which were set out in the announcement
	of the Company dated 17th August, 2006, the circular of the
	Company dated 8th September, 2006 and the prospectus of the
	Company dated 26th September, 2006
“Purchaser”	Able Market Profits Limited, a company incorporated in the
	British Virgin Islands with limited liability and wholly owned
	by the Company
“Sale Loan”	S$120,000, representing 24% of the Shareholders’ Loans, to be
	assigned by the Vendor to the Purchaser upon Completion
“Sale Shares”	2,400 ordinary shares of S$1.00 each in the capital of Xin
	Procurement beneficially owned by the Vendor, representing 24%
	of the entire issued share capital of Xin Procurement
“Share(s)”	the ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Shareholders’ Loans”	the unsecured interest-free loans in the total principal amount of
	S$500,000 advanced by the Vendor and the Purchaser to Xin
	Procurement pro rata to their respective shareholdings in Xin
	Procurement
“Supply Agreement”	an agreement dated 20th February, 2004 entered into between
	Xin Procurement and the Vendor in relation to the supply and
	the procurement of goods and services provided by Xin
	Procurement to the Vendor, details of which are set out in the
	announcement of the Company dated 20th February, 2004 and
	the circular of the Company dated 12th March, 2004
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Huang & Co (Singapore) Pte. Ltd., a company incorporated in
	the Republic of Singapore with limited liability
“Vision Century”	Vision Century Group Limited, a company incorporated in the
	British Virgin Islands, the controlling shareholder of the Company
	and a wholly-owned subsidiary of Huang Group
“Xin Procurement”	Xin Procurement & Trading Pte. Ltd., a company incorporated
	in the Republic of Singapore with limited liability which is
	beneficially owned as to 51% by the Purchaser and 49% by the
	Vendor as at the date of the Agreement
“HK$”	Hong Kong dollars
“S$”	Singapore dollars

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For illustration only, amounts in S$ have been translated into HK$ at the exchange rate of S$1.0 = HK$5.0.

On behalf of the Board Lo Ming Chi, Charles Chairman

Hong Kong, 24th November, 2006

At the date of this announcement, the board of directors of the Company comprises Mr. Lo Ming Chi, Charles (Chairman), Mr. Yu Wai Man, Mr. Wilson Ng, Mr. Ng Wee Keat, and Mr. Ng Eng Leng as executive directors and Mr. Wong Kwok Tai, Mr. Lau Pok Lam and Mr. Ko Kwong Woon, Ivan as independent non-executive directors.

* For identification only

Please also refer to the published version of this announcement in The Standard.

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