REPT BATTERO Energy Co., Ltd. — Proxy Solicitation & Information Statement 2006

May 11, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares (the “ Shares ”) of HK$0.01 each in the capital of Aurora Global Investment Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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

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AURORA GLOBAL INVESTMENT HOLDINGS LIMITED 旭日環球投資控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 353)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES; AND

(2) PROPOSED RE-ELECTION OF DIRECTORS

A form of proxy for use at the annual general meeting of the Company to be held at Suites 5303-04, 53 Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday , 8 June 2006 at 9:00 a.m is enclosed with this Circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkex.com.hk.

Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy, in accordance with the instructions printed thereon and deposit the same at the offices of the Company’s branch share registrar in Hong Kong, Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

29 April 2006

* For identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate and Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II – Procedures by which Shareholders may demand a poll
at general meeting pursuant to the Articles of Association . . . . . . .	12
Appendix III – Details of Directors proposed to be re-elected at the AGM . . . . . . . . .	13

– i –

DEFINITIONS

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

“AGM”	the annual general meeting of the Company to be convened
	and held to consider and, if thought fit, to approve, among
	other things, the proposed grant of the General Mandate
	and the Repurchase Mandate and the re-election of Directors
	at Suites 5303-04, 54/F Centreal Plaza, 18 Harbour Road,
	Wanchai, Hong Kong on Thursday, 8 June 2006 at 9:00
	a.m.
“Article(s)” or	the articles of association of the Company
“Articles of Association”
“associate”	has the meaning ascribed to this term under the Listing
	Rules
“Board”	the board of Directors
“Company”	Aurora Global Investment Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability
	and the issued Shares of which are listed on the main board
	of the Stock Exchange
“Directors”	the directors of the Company
“General Mandate”	the general mandate proposed to be granted to the Directors
	at the AGM to issue further new Shares not exceeding 20%
	of the issued share capital of the Company
“Group”	the Company and all of its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Latest Practicable Date”	27 April 2006, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular

– 1 –

	DEFINITIONS
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Repurchase Mandate”	the repurchase mandate proposed to be granted to the
	Directors at the AGM to repurchase up to 10% of the issued
	share capital of the Company
“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws
	of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“U.S.A.”	the United States of America
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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AURORA GLOBAL INVESTMENT HOLDINGS LIMITED 旭日環球投資控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 353)

Executive Directors:

Mr. Pang Man Kin, Nixon (Chairman) Mr. Tsao Ke Wen, Calvin (CEO) Mr. Lam Shu Chung

Mr. Law Fei Shing Mr. So Chi Keung

Registered office:

Codan Trust Company (Cayman) Limited Century Yard, Cricket Square Hutchins Drive, P.O. Box 2681 GT George Town, Grand Cayman Cayman Islands British West Indie

Non-executive Director:

Dr. Ma Chung Wo, Cameron

Head office and principal place

of business in Hong Kong: Independent non-executive Directors: Suites 5303-04, 53/F Mr. Poon Chiu Central Plaza Mr. Lum Pak Sum 18 Harbour Road Mr. Li Chak Hung Wanchai Hong Kong 29 April 2006

To the shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE BY THE COMPANY OF ITS OWN SHARES;

AND

(2) PROPOSED RE-ELECTION OF DIRECTORS

INTRODUCTION

At the AGM to be held at Suites 530-04,53 Floor, Central Plaza, 18 Harbour Road, Hong Kong on Thursday, 8 June 2006 at 9:00 a.m., resolutions will be proposed:

• (a) to re-elect the Directors;

• (b) to grant the General Mandate to the Directors;

• For identification purposes only

– 3 –

LETTER FROM THE BOARD

• (c) to grant the Repurchase Mandate to the Directors; and

• (d) to increase the number of Shares to be allotted and issued under the General Mandate by an additional number representing such number of Shares repurchased under the Repurchase Mandate.

The purpose of this circular is to provide you with information in relation to the resolutions to be proposed at the AGM for (1) the grant of the General Mandate and the Repurchase Mandate and (2) the re-election of Directors.

GENERAL MANDATE AND REPURCHASE MANDATE

The General Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association, or any other applicable law of the Cayman Islands to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Under the Listing Rules, the Company is required to give to the Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution to renew the grant to the Directors of the Repurchase Mandate. The explanatory statement required by the Listing Rules to be included in this circular is set out in Appendix I.

General Mandate

The Company has in issue an aggregate of 525,200,000 Shares as at 27 April 2006, being the Latest Practicable Date. Subject to the passing of the proposed resolution for the approval of the General Mandate and in accordance with the terms therein, the Company would be allowed to allot and issue up to a maximum of 105,040,000 Shares, representing 20% of the aggregate nominal amount of the issued Shares at the time of the passing of the resolution approving the General Mandate on the basis that no further Shares will be issued or repurchased by the Company prior to the AGM.

– 4 –

LETTER FROM THE BOARD

The Directors have no immediate plans to issue any new Shares other than Shares which may fall to be issued under the share option scheme providing for the allotment and issue of Shares in lieu of whole or part of a dividend in accordance with the Articles of Association or any scrip dividend scheme which may be approved by the Shareholders.

Repurchase Mandate

At the AGM, resolution will be proposed to grant to Directors the Repurchase Mandate to repurchase up to 10% of the issued share capital of the Company on the date of the passing of resolution approving the Repurchase Mandate.

An explanatory statement as required under the Listing Rules, giving information regarding the Repurchase Mandate are set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

According to Article 108(A), one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not exceeding one-third, shall retire from office by rotation at every annual general meeting of the Company provided that the chairman of the Company is not subject to this rotation requirement. A retiring Director shall be eligible for re-election.

It is further provided in Article 111 that the Board had power from time to time to appoint any person as a Director either to fill a causal vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election but shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation.

Mr. Pang Man Kin Nixon, Mr. Tsao Ke Wen Calvin, Dr. Ma Chung Wo Cameron, Mr. Poon Chiu, Mr. Lum Pak Sum and Mr. Li Chak Hung were newly appointed since the last annual general meeting of the Company, in accordance with Article 111, the above mentioned Directors will offer themselves for re-election as Directors. Being eligible, Messrs Pang Man Kin Nixon, Tsao Ke Wen Calvin, will offer themselves for re-election as executive Directors, Dr. Ma Chung Wo Cameron will offer himself for re-election as non-executive Director and Messrs Poon Chiu, Lum Pak Sum and Li Chak Hung will offer themselves as independent non-executive Directors. No Directors will retire from office subject to the rotation requirement pursuant to Article 108(A).

At the AGM, an ordinary resolution will be proposed to re-elect Messrs Pang Man Kin Nixon, Tsao Ke Wen Calvin as executive Directors, Dr. Ma Chung Wo Cameron as non-executive Director and Messrs Poon Chiu, Lum Pak Sum and Li Chak Hung as independent non-executive Directors.

– 5 –

LETTER FROM THE BOARD

Particulars relating to Mr. Tsao Ke Wen Calvin, Dr. Ma Chung Wo Cameron, Mr. Poon Chiu, Mr. Lum Pak Sum and Mr. Li Chak Hung are set out in Appendix III to this circular.

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the AGM. The completion and return of a form of proxy will not preclude you from attending and voting at the AGM and adjournment thereof in person if you so wish.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. 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.

RECOMMENDATION

The Directors believe that the proposed grant of the General Mandate and the Repurchase Mandate and the proposed re-election of Directors are in the best interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the above resolutions to be proposed at the AGM.

The Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and its net assets and/ or earnings per Share and will only be made when the Directors believe that a repurchase of Shares will benefit the Company and the Shareholders as a whole.

– 6 –

LETTER FROM THE BOARD

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2005, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

The Directors believe that an exercise of the General Mandate to allot and issue new Shares will enable the Company to take advantage of market conditions to raise additional capital for the Company.

Yours faithfully

For and on behalf of the Board of

Aurora Global Investment Holdings Limited Pang Man Kin Nixon Director

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 525,200,000 fully paid Shares.

Subject to the passing of the proposed resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 52,520,000 fully paid Shares.

2. REASONS FOR THE REPURCHASE

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. An exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per Share and/or earnings per Share and will only be made when the Directors believe that a repurchase will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

Pursuant to the Repurchase Mandate, repurchases would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available under the law of Cayman Islands and the memorandum and articles of association of the Company for such purpose.

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2005, being the date of its latest published audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

4. UNDERTAKING

There are no Directors or (to the best of the knowledge of the Directors, having made all reasonable enquiries) any associates of the Directors who have a present intention, in the event that the Repurchase Mandate is granted by Shareholders, to sell Shares to the Company.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and applicable laws of the Cayman Islands.

No connected persons of the Company (as defined in the Listing Rules) have notified it of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Repurchase Mandate is granted by Shareholders.

5. TAKEOVERS CODE

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the following Shareholder was interested in more than 5% of the Shares then in issue:

	Number of	Percentage
Name	Shares	holding
L & L Holdings Limited_(Note1)_	279,852,000	53.28%
Tsao Ke Wen, Calvin_(Note 1)_	279,852,000	53.28%
Choi Hing Lin, Lori_(Note 2)_	44,638,750	8.50%
Lam Shu Chung_(Note 2)_	44,638,750	8.50%
Prime Orient International Limited_(Note 2)_	44,638,750	8.50%

Note: 1. L & L Holdings Limited owned ordinary shares of the Company. This company is incorporated in the Republic of the Marshall Islands. The entire issued share capital of L & L Holdings Limited is wholly and beneficially owned by Mr. Tsao Ke Wen, Calvin.

1. Choi Hing Lin, Lori is the wife of Lam Shu Chung who wholly and beneficially owns Prime Orient International Limited. Choi Hing Lin, Lori is deemed to be interested in the Shares which Lam Shu Chung is interested under the provisions of Divisions 2 and 3 of Part XV of the SFO.

– 9 –

EXPLANATORY STATEMENT

APPENDIX I

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total interests of the above Shareholders in the Shares would be increased to:

	Percentage
Name	holding
L & L Holdings Limited_(Note 1)_	59.21%
Tsao Ke Wen, Calvin_(Note 1)_	59.21%
Choi Hing Lin, Lori_(Note 2)_	9.44%
Lam Shu Chung_(Note 2)_	9.44%
Prime Orient International Limited_(Note 2)_	9.44%

The Directors are not aware of any consequences which may arise under the Takeover Code as consequences of any purchase made under the Repurchase Mandate. However, the Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

On the basis of the current shareholding of L & L Holdings Limited and Tsao Ke Wen, Calvin, an exercise of the Repurchase Mandate in full will result in them becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise any of the Repurchase Mandate to such an extent that will result in a requirement of L & L Holdings Limited and Tsao Ke Wen, Calvin to make a mandatory offer under the Takeovers Code.

6. SHARES REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

7. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve calendar months were as follows:

	Highest	Lowest
	HK$	HK$
2005
April	0.54	0.25
May	0.60	0.45
June	0.54	0.45
July	0.59	0.475
August	1.50	0.58
September	1.18	0.72
October	1.10	0.70
November_(Note 1)_	0.95	0.38
December_(Note 1)_	–	–
2006
January_(Note 1)_	–	–
February_(Note 1)_	–	–
March	0.70	0.25
April (up to the Latest Practicable Date)	0.40	0.30

Note: 1. the shares were suspended trading from 29 November 2005 to 28 February 2006 and resumption of trading in the shares with effect from 1 March 2006

– 11 –

APPENDIX II

PROCEDURES BY WHICH SHAREHOLDERS MAY DEMAND A POLL AT GENERAL MEETING PURSUANT TO THE ARTICLES OF ASSOCIATION

The procedures by which the Shareholders may demand a poll at the AGM are set out in this Appendix.

According to Article 72, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded. A poll may be demanded:

• (a) by the chairman of the meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

– 12 –

APPENDIX III

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

The details of the Directors who will retire from offices by rotation at the AGM and being eligible, will offer themselves for re-election at the AGM, are set out below:

1. Mr. Pang Man Kin , Nixon, aged 37, has been appointed as executive Director and Chairman of the Company since August 2005 and January 2006 respectively. He is a Hong Kong resident and holds a United Kingdoms and Northern Ireland BNO passport. Over the past ten years, Mr. Pang has been engaged in interior designs and project strategic planning for various hotel projects in China. He has also been engaged in the trading of building material to Taiwan.

As at the Latest Practicable Date, Mr. Pang was granted 5,000,000 share options on 7 March 2006 to subscribe for Shares which are exercisable during the period from 10 March 2006 to 9 March 2011 at an exercise price of HK$0.35 per share option. Save as disclosed above, Mr. Pang has not held any directorship in any other listed company in the past three years. Mr. Pang does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Pang has entered into a service contract with the Company. Mr. Pang will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Company’s Bye-Laws. He is entitled to an emolument of approximately HK$820,000 per annum for his directorship, such amount being determined from time to time by the Board with reference to market conditions and his duties and responsibilities with the Company subject to shareholders’ approval at annual general meeting of the Company.

There is no information which is discloseable nor is/was Mr. Pang involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to brought to the attention of the shareholder of the Company.

1. Mr. Tsao Ke Wen, Calvin , aged 43, has been appointed as executive Director and chief executive office of the Company since August 2005 and January 2006 respectively. He graduated with the degree of Bachelor of Science (Economic) from the University of Buckingham, United Kingdom in 1986. He has extensive experience in business, financial and China investments. He began his career with Horwath & Horwath in 1986 and was a director of XXI Century Investments Company Limited from 1993 to 1995 and a director of Dynamic Global Holdings Limited from 1998 to 2002, a listed company in Hong Kong with investment in the PRC, including Xiamen, Shanghai and Harbin. Mr. Tsao is an executive director of Well Positioned Finance Limited, a registered money-lender in Hong Kong.

– 13 –

APPENDIX III

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Mr. Tsao is a sole director and beneficial owner of L & L Holdings Limited which is a substantial shareholder of the Company. Mr. Tsao is interested in 279,852,000 Shares (within the meaning of Part XV of the SFO), representing 53.28 of the Company’s issued share capital as at the Latest Practicable Date. Save as disclosed above, he has not been a director in any other listed company in the past three years, and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Tsao was granted 500,000 share options on 7 March 2006 to subscribe for Shares which are exercisable during the period from 10 March 2006 to 9 March 2011 at an exercise price of HK$0.35 per share option. Save as disclosed above, Mr. Tsao does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Tsao has entered into a service contract with the Company. Mr. Tsao will be subject to retirement by rotation and re-election at annual general meeting of the Company pursuant to the Company’s Bye-Laws. He is entitled to an emolument of approximately HK$600,000 per annum for his directorship, such amount being determined from time to time by the Board with reference to market conditions and his duties and responsibilities with the Company subject to shareholders’ approval at annual general meeting of the Company.

There is no information which is discloseable nor is/was Mr. Tsao involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to brought to the attention of the shareholder of the Company.

3.

Dr. Ma Chung Wo, Cameron , aged 29, has been appointed as non-executive Director since June 2005, received his Bachelor of Medicine, Bachelor of Surgery and Bachelor of Science in Medicine from the University of New South Wales, Australia. He is a registered doctor with the Australian Medical Association and the Hong Kong Medical Association. He is a practicing family physician and is vastly experienced in cosmetic medicine. Dr. Ma has been running a family owned medical healthcare group for several years, and is currently extending the healthcare group’s scope into health insurance, pharmaceutical projects and alternative medicine ventures.

Dr. Ma does not hold any other position with the Company or any of its subsidiaries at the Latest Practicable Date and has not been a director in any other listed company in the past three years.

– 14 –

APPENDIX III

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

As at the Latest Practicable Date, Dr. Ma is interested in 11,752,000 Shares (within the meaning of Part XV of the SFO), representing 2.24% of the Company’s issued share capital and Dr. Ma was granted 500,000 share options on 7 March 2006 to subscribe for Shares which are exercisable during the period from 10 March 2006 to 9 March 2011 at an exercise price of HK$0.35 per share option. Saved as disclosed above, Dr. Ma does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO at the Latest Practicable Date.

There is no service contract entered into between the Company and Dr. Ma. Dr. Ma has not been appointed for a specific term but will be subject to retirement by rotation and reelection at annual general meeting of the Company pursuant to the Company’s Bye-Laws. He is not entitled any emolument of for acting as an independent non-executive Director, such amount is determined from time to time by the Board with reference to his duties and responsibilities and is in line with that payable to the other independent non-executive directors of the Company subject to shareholders’ approval at annual general meeting of the Company.

There is no information which is discloseable nor is/was Dr. Ma involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to brought to the attention of the shareholder of the Company.

4.

Mr. Poon Chiu , aged 56, has been appointed as independent non-executive Director since June 2005, is a practicing Certified Public Accountant in Hong Kong. He is a Fellow member of the Chartered Association of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountant. He holds a Master of Science degree in Finance from University of Leicester, UK. Mr. Poon is a seasoned financial professional with extensive experience in high-tech, wine and spirits and operations, business acquisition and merger and system development. Mr. Poon does not hold any other position with the Company or any of its subsidiaries at the Latest Practicable Date and he is currently an independent nonexecutive directors at Dynamic Global Holdings Ltd.

As at the Latest Practicable Date, Mr. Poon was granted 500,000 share options on 7 March 2006 to subscribe for Shares which are exercisable during the period from 10 March 2006 to 9 March 2011 at an exercise price of HK$0.35 per share option. Save for disclosed above, Mr. Poon does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO.

– 15 –

APPENDIX III

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

There is no service contract entered into between the Company and Mr. Poon. Mr. Poon has not been appointed for a specific term but will be subject to retirement by rotation and reelection at annual general meeting of the Company pursuant to the Company’s Bye-Laws. He is entitled to a fixed emolument of HK$60,000 per annum for acting as an independent non-executive Director, such amount is determined from time to time by the Board with reference to his duties and responsibilities and is in line with that payable to the other independent non-executive directors of the Company subject to shareholders’ approval at annual general meeting of the Company.

There is no information which is discloseable nor is/was Mr. Poon involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to brought to the attention of the shareholder of the Company.

1. Mr. Lum Pak Sum , aged 45, has been appointed as independent non-executive Director since September 2005, is a certified public accountant. He holds a master degree in business administration from the University of Warwick, UK and a LLB (Honor) degree from the University of Wolverhampton, UK. He is currently a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants, UK. Mr. Lum has over 18 years’ experience in the financial field, the money market and capital market. Mr. Lum is currently also the independent non-executive directors of Fu Cheong International Holdings Limited, Grand Field Group Holdings Limited and Satellite Devices Corporation. These companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Lum does not hold any other position with the Company or any of its subsidiaries at the Latest Practicable Date and has not been a director in any other listed company in the past three years.

As at the Latest Practicable Date, Mr. Lum was granted 500,000 share options on 7 March 2006 to subscribe for Shares which are exercisable during the period from 10 March 2006 to 9 March 2011 at an exercise price of HK$0.35 per share option. Save for disclosed above, Mr. Lum does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Mr. Lum. Mr. Lum has not been appointed for a specific term but will be subject to retirement by rotation and reelection at annual general meeting of the Company pursuant to the Company’s Bye-Laws. He is entitled to a fixed emolument of HK$60,000 per annum for acting as an independent non-executive Director, such amount is determined from time to time by the Board with

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APPENDIX III

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

reference to his duties and responsibilities and is in line with that payable to the other independent non-executive directors of the Company subject to shareholders’ approval at annual general meeting of the Company.

There is no information which is discloseable nor is/was Mr. Lum involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to brought to the attention of the shareholder of the Company.

1. Mr. Li Chak Hung , aged 41, has been appointed as independent non-executive Director since September 2005. Mr. Li holds a Bachelor Degree of Business Administration; and is a member of the Hong Kong Institute of Certified Public Accountants and a fellow member of The Association of Chartered Certified Accountants. He has over 17 years’ experience in auditing, accounting and financial management. Mr. Li is currently also an independent non-executive directors of Shanghai Allied Cement Limited, Quality HealthCare Asia Limited and The Hong Kong Building and Loan Agency Limited, all companies are listed on the Stock Exchange.

Save as disclosed above, Mr. Li does not hold any other position with the Company or any of its subsidiaries at the Latest Practicable Date and has not been a director in any other listed company in the past three years.

As at the Latest Practicable Date, Mr. Li was granted 500,000 share options on 7 March 2006 to subscribe for Shares which are exercisable during the period from 10 March 2006 to 9 March 2011 at an exercise price of HK$0.35 per share option. Save for disclosed above, Mr. Li does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company and does not have any interest in the Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between the Company and Mr. Li. Mr. Li has not been appointed for a specific term but will be subject to retirement by rotation and reelection at annual general meeting of the Company pursuant to the Company’s Bye-Laws. He is entitled to a fixed emolument of HK$66,000 per annum for acting as an independent non-executive Director, such amount is determined from time to time by the Board with reference to his duties and responsibilities and is in line with that payable to the other independent non-executive directors of the Company subject to shareholders’ approval at annual general meeting of the Company.

There is no information which is discloseable nor is/was Mr. Li involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no other matter which needs to brought to the attention of the shareholder of the Company.

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