Planetree International Development Limited — Proxy Solicitation & Information Statement 2005

Jun 2, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer 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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YUGANG INTERNATIONAL LIMITED （渝港國際有限公司） [*] (Incorporated in Bermuda with limited liability)

(Stock Code: 613)

DISCLOSEABLE TRANSACTION

ACQUISITIONS OF PROPERTY INTERESTS

BY QUALIPAK INTERNATIONAL HOLDINGS LIMITED (Stock Code: 1224)

A letter from the board of directors of Yugang International Limited is set out on pages 4 to 8 of this circular.

* For identification purposes only.

2 June 2005

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
—	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
—	First S&P Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
—	Second S&P Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
—	Reasons for and benefits of the Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . .	7
—	Financial effect of the Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
—	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		9

— i —

DEFINITIONS

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

“Acquisitions”	the acquisition of the First Property and the acquisition of the
	Second Property
“associate”	has the meaning ascribed thereto in the Listing Rules
“Board”	the board of Directors or a duly authorized committee thereof
	for the time being, including the independent non-executive
	Directors
“Company”	Yugang International Limited, a company incorporated in
	Bermuda with limited liability, the Shares of which are listed
	on the main board of the Stock Exchange
“CPO”	Conveyancing and Property Ordinance (Chapter 219 of the
	Laws of Hong Kong)
“Director(s)”	the director(s) of the Company for the time being
“First Completion”	completion of the First S&P Agreement
“First Property”	the whole of the 7th Floor, China United Centre, 28 Marble
	Road, North Point, Hong Kong
“First Purchaser”	Empire New Assets Limited, a limited company incorporated
	in the British Virgin Islands and a wholly-owned subsidiary of
	Qualipak
“First S&P Agreement”	the sale and purchase agreement dated 12 May 2005 entered
	into between the First Vendor and the First Purchaser in relation
	to the sale and purchase of the First Property
“First Vendor”	Great Gains International Limited, a limited company
	incorporated in Hong Kong and the registered owner of the
	First Property
“Group”	the Company and its subsidiaries, including the Qualipak Group
“Hoi Tin”	Hoi Tin Universal Limited, a company incorporated in Hong
	Kong with limited liability

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DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	31 May 2005 being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining certain
	information contained herein
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange
“Qualipak”	Qualipak International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares of
	which are listed on the main board of the Stock Exchange
“Qualipak Board”	the board of Qualipak Directors or a duly authorized committee
	thereof for the time being, including the independent non-
	executive Qualipak Directors
“Qualipak Director(s)”	the director(s) of Qualipak for the time being
“Qualipak Group”	Qualipak and its subsidiaries
“Second Completion”	Completion of the Second S&P Agreement
“Second Property”	the whole of the 30th Floor, China United Centre, 28 Marble
	Road, North Point, Hong Kong
“Second Purchaser”	Wiseteam Assets Limited, a limited company incorporated in
	the British Virgin Islands and a wholly-owned subsidiary of
	Qualipak
“Second S&P Agreement”	the sale and purchase agreement dated 12 May 2005 entered
	into between the Second Vendor and the Second Purchaser in
	relation to the sale and purchase of the Second Property
“Second Vendor”	Pacific Kingdom Investments Limited（海琪投資有限公司）,
	a limited company incorporated in Hong Kong and the
	registered owner of the Second Property
“SFO”	Securities and Futures Ordinance, (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the
	Company

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DEFINITIONS

“Shareholder(s)” holder(s) of Share(s) “sq. ft.” square feet “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed thereto in the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) “substantial shareholder” has the meaning ascribed thereto in the Listing Rules “Tenancy Agreement” the tenancy agreement dated 18 December 2003 entered into between the First Vendor and Qualipak Manufacturing Limited, a wholly-owned subsidiary of Qualipak “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

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LETTER FROM THE BOARD

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YUGANG INTERNATIONAL LIMITED （渝港國際有限公司） [*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 613)

Executive Directors: Cheung Chung Kiu (Chairman) Yuen Wing Shing (Managing Director) Zhang Qing Xin Lam Hiu Lo Liang Kang

Non-executive Director: Lee Ka Sze, Carmelo

Independent Non-executive Directors: Wong Wai Kwong, David Wong Yat Fai Ng Kwok Fu

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

Principal place of business in Hong Kong: Rooms 3301-07 China Resources Building 26 Harbour Road Wanchai Hong Kong

2 June 2005

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION ACQUISITIONS OF PROPERTY INTERESTS BY QUALIPAK INTERNATIONAL HOLDINGS LIMITED (Stock Code: 1224)

INTRODUCTION

The Board announced jointly with the Qualipak Board on 13 May 2005 that (i) the First Purchaser entered into the First S&P Agreement with the First Vendor on 12 May 2005, pursuant to which the First Purchaser agreed to purchase, and the First Vendor agreed to sell, the First Property for a cash consideration of HK$35,000,000 and (ii) the Second Purchaser entered into the Second S&P Agreement with the Second Vendor on 12 May 2005, pursuant to which the Second Purchaser agreed to purchase, and the Second Vendor agreed to sell, the Second Property for a cash consideration of HK$43,000,000.

* For identification purposes only.

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LETTER FROM THE BOARD

Qualipak is a 64.54%-owned subsidiary of the Company. The Acquisitions in aggregate constitute a discloseable transaction of the Company under Rule 14.06 of the Listing Rules. The main purpose of this circular is to provide you with further particulars of the Acquisitions.

FIRST S&P AGREEMENT

Date: 12 May 2005

Parties:

1. Great Gains International Limited, being the First Vendor. The First Vendor is a property investment company incorporated in Hong Kong with limited liability. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the First Vendor and its ultimate beneficial owners are not connected with any of the directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries or their respective associate(s).

2. Empire New Assets Limited, a wholly-owned subsidiary of Qualipak, being the First Purchaser.

Asset to be acquired:

The First Property. The First Property has a gross floor area of approximately 10,963 sq. ft. and is valued at approximately HK$35,000,000 as at 11 May 2005 by Savills (Hong Kong) Limited, an independent valuer appointed by Qualipak. The First Property will be sold subject to and with the benefit of the Tenancy Agreement in favour of Qualipak Manufacturing Limited, a wholly-owned subsidiary of Qualipak but otherwise free from encumbrances.

Consideration:

The consideration payable by the First Purchaser to the First Vendor for the purchase of the First Property is HK$35,000,000. A deposit of HK$2,000,000 was paid by the First Purchaser to the First Vendor upon the signing of the First S&P Agreement and the remaining balance of HK$33,000,000 will be paid by the First Purchaser to the First Vendor on or before 24 June 2005 or such other date as may be mutually agreed between the First Vendor and the First Purchaser. The Directors have been notified by the Qualipak Directors that the entire consideration will be funded wholly by the internal resources of the Qualipak Group.

The consideration has been arrived at after arm’s length negotiations between the First Purchaser and the First Vendor with reference to the valuation by Savills (Hong Kong) Limited of the First Property (subject to the Tenancy Agreement) of approximately HK$35,000,000 as at 11 May 2005.

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LETTER FROM THE BOARD

Completion:

Subject to the First Vendor proving its title to the First Property in accordance with Section 13 of the CPO, the First Completion shall take place on or before 24 June 2005 or such other date as may be mutually agreed between the First Vendor and the First Purchaser. If the First Vendor shall fail to prove its title to the First Property as aforesaid, the First Purchaser shall have the right to rescind the First S&P Agreement whereupon the deposit in the sum of HK$2,000,000 shall be refunded by the First Vendor to the First Purchaser.

SECOND S&P AGREEMENT

Date: 12 May 2005

Parties:

1. Pacific Kingdom Investments Limited（海琪投資有限公司）, being the Second Vendor. The Second Vendor is a property investment company incorporated in Hong Kong with limited liability. To the best of the knowledge, information and belief of the Directors, after having made all reasonable enquiries, the Second Vendor and its ultimate beneficial owners are not connected with any of the directors, chief executive or substantial shareholder(s) of the Company or its subsidiaries or their respective associate(s).

2. Wiseteam Assets Limited, a wholly-owned subsidiary of Qualipak, being the Second Purchaser.

Asset to be acquired:

The Second Property. The Second Property has a gross floor area of approximately 11,262 sq. ft. and is valued at approximately HK$47,000,000 as at 11 May 2005 by Savills (Hong Kong) Limited, an independent valuer appointed by Qualipak. The Second Property will be sold with vacant possession and free from encumbrances.

Consideration:

The consideration payable by the Second Purchaser to the Second Vendor for the purchase of the Second Property is HK$43,000,000. A deposit of HK$3,000,000 was paid by the Second Purchaser to the Second Vendor upon the signing of the Second S&P Agreement and the remaining balance of HK$40,000,000 will be paid by the Second Purchaser to the Second Vendor on or before 24 June 2005 or such other date as may be mutually agreed between the Second Vendor and the Second Purchaser. The Directors have been notified by the Qualipak Directors that the entire consideration will be funded wholly by the internal resources of the Qualipak Group.

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LETTER FROM THE BOARD

The consideration has been arrived at after arm’s length negotiations between the Second Purchaser and the Second Vendor with reference to the valuation by Savills (Hong Kong) Limited of the Second Property with vacant possession of approximately HK$47,000,000 as at 11 May 2005.

Completion:

Subject to the Second Vendor proving its title to the Second Property in accordance with Section 13 of the CPO, the Second Completion shall take place on or before 24 June 2005 or such other date as may be mutually agreed between the Second Vendor and the Second Purchaser. If the Second Vendor shall fail to prove its title to the Second Property as aforesaid, the Second Purchaser shall have the right to rescind the Second S&P Agreement whereupon the deposit in the sum of HK$3,000,000 shall be refunded by the Second Vendor to the Second Purchaser.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

The principal activities of the Group are the trading of automobile parts, treasury investments, and property and other investments.

The principal activities of the Qualipak Group are the manufacturing and trading of watch boxes, gift boxes, spectacles cases, bags and pouches and treasury investment activities.

The First Property and the Second Property are office premises in a high-grade commercial building located in North Point, Hong Kong. The principal place of business of Qualipak in Hong Kong is situated in the First Property.

The Qualipak Directors believe that the Acquisitions can enhance the property portfolio and the future earnings of the Qualipak Group as well as save the Qualipak Group of the rental of HK$1,200,000 per annum in relation to the First Property. In relation to the Second Property, the Qualipak Group may in the future occupy part thereof upon completion of the acquisition of 60% of the issued share capital of Hoi Tin as per the announcement jointly issued by the Company and Qualipak dated 30 March 2005. Besides, the Qualipak Group will continue to expand its capacity as mentioned in its 2004 annual report which will result in its hiring of more staff; hence the need of more office space. Pending such occupation by the Qualipak Group, the Qualipak Group may let out the Second Property at a rental of at least HK$1,200,000 per annum (or an investment return of approximately 2.79% per annum based on the purchase price of the Second Property of HK$43,000,000) and this will increase the recurrent income of the Qualipak Group. Thus the Acquisitions are in the interests of Qualipak and its

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LETTER FROM THE BOARD

shareholders as a whole. Taking into account the value of the First Property (subject to the Tenancy Agreement) of approximately HK$35,000,000 as at 11 May 2005, and that of the Second Property with vacant possession of approximately HK$47,000,000 as at 11 May 2005, the Qualipak Directors consider that the terms of the Acquisitions are fair and reasonable and in the interests of the Qualipak Group and the shareholders of Qualipak as a whole.

The Directors agree with the view of the Qualipak Directors that the Acquisitions are in the interests of the Qualipak Group and are thus of the view that the Acquisitions are in the interests of the Group.

FINANCIAL EFFECT OF THE ACQUISITIONS

Although the Acquisitions can broaden the asset base of the Group, the Board does not expect any significant impact on the Group’s net asset value as any increase in non-current assets will be offset by a corresponding decrease in current assets by the amount of cash paid for the Acquisitions.

As disclosed under the section headed “Reasons for and Benefits of the Acquisitions” in this letter, the Acquisitions will bring additional rental income of approximately HK$1,200,000 per annum to the Group and thereby strengthen the income base of the Group. The Directors are of the opinion that the Acquisitions will not have any impact on the liabilities of the Group as the considerations are funded entirely by the internal resources of the Group.

ADDITIONAL INFORMATION

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

Yours faithfully,

By order of the Board Yugang International Limited Yuen Wing Shing Managing Director

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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 the omission of which would make any statement herein misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As 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 corporation(s) (within the meaning of Part XV of the SFO) which were notified to the Company and the Stock Exchange pursuant to the provisions of 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 were, pursuant to Section 352 of the SFO, entered in the register referred to therein or were, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, notified to the Company and the Stock Exchange, were as follows:

(i) Long positions in the Shares:

		Number of	Approximate
Director	Type of interest	Shares held	percentage
Cheung Chung Kiu	Corporate_(Note 1)_	3,194,434,684	37.79%
	Personal	53,320,000	0.63%
Zhang Qing Xin	Personal	13,600,000	0.16%
Lam Hiu Lo	Personal	41,800,000	0.49%
Liang Kang	Personal	30,000,000	0.35%
Ng Kwok Fu	Personal and family	4,054,000	0.05%

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GENERAL INFORMATION

APPENDIX

(ii) Long position in the Company’s convertible note:

		Number of
	Convertible	underlying	Type of	Approximate
Director	note held	Shares	interest	percentage
	HK$
Cheung Chung Kiu	70,000,000	933,333,333	Corporate	11.04%
			(Note 2)

(iii) Long positions in the shares of Qualipak:

	Type of	Number of	Approximate
Director	interest	shares held	percentage
Cheung Chung Kiu	Corporate_(Note 3)_	2,542,396,360	64.54%
Lee Ka Sze, Carmelo	Family	1,000,000	0.03%
Ng Kwok Fu	Personal	120,000	0.003%

• (iv) Long positions in the shares of Y. T. Realty Group Limited, an associated corporation of the Company, the shares of which are listed on the main board of the Stock Exchange:

	Type of	Number of	Approximate
Director	interest	shares held	percentage
Cheung Chung Kiu	Corporate_(Note 4)_	273,000,000	34.14%
Ng Kwok Fu	Personal and Family	90,000	0.01%
Notes:

(1) The voting rights of these Shares are exercisable by Chongqing Industrial Limited. Mr. Cheung Chung Kiu, Peking Palace Limited, Miraculous Services Limited and Prize Winner Limited have a 35%, 30%, 5% and 30% equity interest in Chongqing Industrial Limited respectively.

Peking Palace Limited and Miraculous Services Limited are beneficially owned by Palin Discretionary Trust, a family discretionary trust, the objects of which include Mr. Cheung Chung Kiu and his family.

Prize Winner Limited is beneficially owned by Mr. Cheung Chung Kiu and his associates.

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GENERAL INFORMATION

APPENDIX

• (2) The convertible note is held by Timmex Investment Limited, in which Mr. Cheung Chung Kiu has a beneficial interest of 100%. Pursuant to the terms of the convertible note, the number of underlying Shares that may be converted under the convertible note is 933,333,333. The aggregate percentage of interests in Shares and underlying Shares of Mr. Cheung Chung Kiu is approximately 49.46%.

• (3) The 2,542,396,360 shares of Qualipak are held by Regulator Holdings Limited, which is indirectly controlled by Palin Holdings Limited as trustee for the Palin Discretionary Trust, a family discretionary trust, the objects of which include Mr. Cheung Chung Kiu and his family.

• (4) The 273,000,000 shares of Y. T. Realty Group Limited are held by Funrise Limited. Funrise Limited is indirectly controlled by Palin Holdings Limited as trustee for the Palin Discretionary Trust, a family discretionary trust, the objects of which include Mr. Cheung Chung Kiu and his family.

In addition to the above, certain Directors have non-beneficial personal interests in certain subsidiaries held for the benefit of the Company solely for the purpose of complying with the minimum company membership requirements.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company held any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of 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 were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies of the Listing Rules, to be notified to the Company and the Stock Exchange.

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GENERAL INFORMATION

APPENDIX

3. SUBSTANTIAL SHAREHOLDERS

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

			Number of
		Capacity	Shares/
		and type	**Underlying **	Approximate
Name	Notes	of interest	shares held	percentage
Timmex Investment Limited	1	Corporate	933,333,333	11.04%
Chongqing Industrial Limited	2	Corporate	3,194,434,684	37.79%
Palin Holdings Limited	3	Trustee of a	3,194,434,684	37.79%
		family trust
Cheung Chung Kiu	4	Corporate and	4,181,088,017	49.46%
		personal

Notes:

• (1) The interest represents the Shares issuable upon the exercise of the conversion right attached to the convertible note of HK$70,000,000 that is held by Timmex Investment Limited, in which Mr. Cheung Chung Kiu has a beneficial interest of 100%.

• (2) The voting rights of these Shares are exercisable by Chongqing Industrial Limited which is controlled by Mr. Cheung Chung Kiu.

• (3) Palin Holdings Limited is the trustee for Palin Discretionary Trust, a family discretionary trust, the objects of which include Mr. Cheung Chung Kiu and his family.

• (4) Out of the 4,181,088,017 Shares, 3,194,434,684 Shares are held by Chongqing Industrial Limited and 53,320,000 Shares are held by Mr. Cheung Chung Kiu personally. The balance of 933,333,333 Shares are the underlying Shares that may be converted under the convertible note held by Timmex Investment Limited as referred to in Note (1) above.

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GENERAL INFORMATION

APPENDIX

As at the Latest Practicable Date, so far as was known to the Directors and the chief executive of the Company, the following parties (other than Directors or the chief executive of the Company) were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital (including any options in respect of such capital) carrying rights to vote in all circumstances at general meetings of the following companies:

		Approximate
Name of company	Name of shareholder	percentage
Hoi Tin_(Note 1)_	Chau Tin Ping	12.8%
Hoi Tin_(Note 1)_	Wong Kong	10%
Young Comfort Development Limited	Thomas Wagner GmbH	25%
(“Young Comfort”)(Note 2)

Notes:

1. Upon the completion of the acquisition of 60% of the issued share capital of Hoi Tin as per the announcement jointly issued by the Company and Qualipak on 30 March 2005, Hoi Tin will become a subsidiary of the Company. Chau Tin Ping and Wong Kong will hold shareholding interests of 12.8% and 10% in Hoi Tin respectively.

2. Young Comfort is a 75%-owned subsidiary of Hoi Tin, in which Thomas Wagner GmbH holds a 25% shareholding interest.

Save as disclosed above, as at the Latest Practicable Date, according to the register of interests kept by the Company under Section 336 of the SFO and so far as was known to the Directors and the chief executive of the Company, no other person (other than Directors or chief executive of the Company) had any interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital (including any options in respect of such capital) carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. LITIGATION

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

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GENERAL INFORMATION

APPENDIX

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Group other than contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation).

6. SECRETARY AND QUALIFIED ACCOUNTANT

The secretary of the Company is Mr. Albert T. da Rosa, Jr., who is a practicing solicitor in Hong Kong.

The qualified accountant of the Company appointed pursuant to Rule 3.24 of the Listing Rules is Mr. Leung Wai Fai. Mr. Leung holds a degree of Bachelor of Business Administration from University of Wisconsin – Madison, USA and is fellow of both the Hong Kong Institute of Certified Public Accountants and The Association of Chartered Certified Accountants.

7. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associate(s) was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

8. MISCELLANEOUS

• (a) The branch share registrar of the Company is Tengis Limited, situated at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

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

• (c) The principal place of business of the Company in Hong Kong is located at Rooms 3301-3307, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong.

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

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