Rykadan Capital Limited — Proxy Solicitation & Information Statement 2014

Dec 31, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Rykadan Capital Limited 宏基資本有限公司, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

MAJOR TRANSACTION

DISPOSAL OF 15% INTEREST IN SUNDART HOLDINGS

31 December 2014

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group. . . . . . . . . . . . . . . . . . . . . . .	11
Appendix II – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the respective meaning as ascribed adjacently below:

“Agreement” the sale and purchase agreement dated 2 December 2014 entered into between the Company and the Purchaser in relation to the Disposal

• “Board”

the board of Directors

“BVI” British Virgin Islands

“Company” Rykadan Capital Limited, an exempt company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange (Stock Code: 2288)

“Completion” completion of the Disposal in accordance with the Agreement

• “Completion Date” the date of Completion, being 2 December 2014

• “Consideration” the amount of consideration for the transfer of the Sundart Shares as disclosed in the section entitled the “The Agreement” in this circular

• “Director(s)” the director(s) of the Company

“Disposal” the disposal of 765 Sundart Shares (representing 15% of the issued share capital of Sundart Holdings) by the Company to the Purchaser in accordance with the terms and conditions of the Agreement

• “Group” the Company and its subsidiaries

• “HIBOR” the Hong Kong Interbank Offer Rate

“HK$”

Hong Kong dollar(s), the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Instalment No. 2”

the second instalment for payment of the relevant portion of the Consideration as set out in the section entitled “The Agreement” in this circular

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DEFINITIONS

• “Instalment No. 3” the third instalment for payment of the relevant portion of the Consideration as set out in the section entitled “The Agreement” in this circular

• “Jangho Group” 江河創建集團股份有限公司 (Jangho Group Co., Ltd.), a joint stock company incorporated in the PRC principally engaged in the business of the research, design, production of and construction of curtain walls and related consultation service, the A Shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601886)

• “Latest Practicable Date” 29 December 2014, being the latest practicable date prior to the printing of this circular for ascertaining information therein

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Mr. Chan” Mr. Chan William, an executive Director and a substantial Shareholder

• “Mr. Li” Mr. Li Chu Kwan, a substantial Shareholder and Ms. Li’s brother

• “Ms. Li” Ms. Li Wing Yin, a substantial Shareholder and Mr. Li’s sister

• “Mr. Ng”

• Mr. Ng Tak Kwan, an executive Director and a substantial Shareholder

• “Pledged Shares” the 727 Sundart Shares being the subject matter of the Share Pledge as disclosed in the section entitled “The Share Pledge” in this circular

• “PRC” the People’s Republic of China

“Purchaser” Jangho Curtain Wall Hongkong Limited （江河幕牆香港 有限公司）, a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Jangho Group “Rykadan Holdings” Rykadan Holdings Limited, a company incorporated in the BVI with limited liability, the entire issued share capital of which is the trust asset of Rykadan Trust, a discretionary trust founded by Mr. Chan and managed by HSBC International Trustee Limited as trustee of Rykadan Trust

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DEFINITIONS

• “Scenemay” Scenemay Holdings Limited, a company incorporated in the BVI with limited liability and a substantial Shareholder

• “SFO” The Securities and Futures Ordinance (Cap. 571 of The Laws of Hong Kong), as amended, supplemented and/ or otherwise modified from time to time

• “Share(s)” ordinary share(s) of HK$0.01 each in the Company “Shareholder(s)” the holder(s) of the Share(s) “Share Pledge” the deed of share pledge entered into between the Company and the Purchaser at Completion

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Sundart Holdings” Sundart Holdings Limited, a company incorporated in the BVI, 15% of which was held by the Company prior to Completion

• “Sundart Shares” 765 shares of US$1 each in Sundart Holdings, representing 15% of the issued share capital of Sundart Holdings as at the Completion Date

• “Takeovers Code” The Codes on Takeovers and Mergers and Share Buy-backs

• “Tiger Crown” Tiger Crown Limited, a company incorporated in the BVI with limited liability and a substantial Shareholder, and a controlled corporation of Mr. Chan under the SFO

• “US$” United States dollars, the lawful currency of the United States of America

• “%”

per cent.

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LETTER FROM THE BOARD

RYKADAN CAPITAL LIMITED 宏基資本有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2288)

Executive Directors:

Mr. Chan William（陳偉倫） (Chairman and Chief Executive Officer) Mr. Ng Tak Kwan（吳德坤） Mr. Yip Chun Kwok（葉振國） (Chief Financial Officer)

Registered Office:

Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-111 Cayman Islands

Independent Non-executive Directors: Mr. Ho Kwok Wah, George（何國華） Mr. To King Yan, Adam（杜景仁） Mr. Wong Hoi Ki（黃開基）

Principal Place of Business in Hong Kong: Rooms 2701 & 2801, Rykadan Capital Tower 135 Hoi Bun Road, Kwun Tong, Kowloon Hong Kong

31 December 2014

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION DISPOSAL OF 15% INTEREST IN SUNDART HOLDINGS

INTRODUCTION

On 2 December 2014, the Company announced that:

• (1) the Company and the Purchaser entered into the Agreement on 2 December 2014, pursuant to which the Company has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the Sundart Shares, representing 15% of the issued share capital of Sundart Holdings as at the Completion Date, for a consideration of HK$180,000,000; and

• (2) pursuant to the Agreement, the Company and the Purchaser have upon Completion entered into the Share Pledge to secure the payment obligations of the Purchaser under the Agreement.

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LETTER FROM THE BOARD

As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements.

As no Shareholder would be required to abstain from voting if the Company were to convene a general meeting to approve the Disposal, and as the Company has obtained written shareholders’ approval of the Disposal and the transactions contemplated thereunder from Tiger Crown, Scenemay and Mr. Ng, which and who as at the date of the written approval held 97,104,000 Shares, 97,104,000 Shares and 84,000,000 Shares respectively, representing approximately 20.34%, 20.34% and 17.59% respectively (and approximately 58.27% in aggregate) of the issued share capital of the Company, the Company is not required to convene a general meeting to approve the Disposal pursuant to Rule 14.44 of the Listing Rules.

The purpose of this circular is to provide the Shareholders with, among other things:

• (i) further details on the Agreement, the Share Pledge and the transactions contemplated thereunder; and

• (ii) further details on the financial information of the Group.

THE AGREEMENT

Date

2 December 2014

Parties

1. The Company as the vendor; and

2. The Purchaser.

Subject matter

Subject to the terms and conditions of the Agreement, the Company has agreed conditionally to sell, and the Purchaser has agreed conditionally to purchase, the Sundart Shares, being 765 shares of Sundart Holdings and representing 15% of the issued share capital of Sundart Holdings as at the Completion Date, for the consideration as set out in the section below.

Sundart Holdings and its subsidiaries have ceased to be associated companies of the Group following Completion.

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LETTER FROM THE BOARD

Consideration

The consideration for the Sundart Shares is HK$180,000,000, which is to be paid by the Purchaser to the Company by way of three instalments as set out below:

**Instalment **	no.	Time of payment	Instalment amount, plus interest (if any)
			(HK$)
1		On the	9,000,000
		Completion Date
2		On or before 31	91,000,000, plus interest thereon at the rate of
		March 2015	HIBOR plus 2.5% per annum commencing
			from 3 December 2014 until full payment of
			such instalment (both dates inclusive)
3		On or before 30	80,000,000, plus interest thereon at the rate of
		June 2016	HIBOR plus 2.5% per annum commencing
			from 3 December 2014 until full payment of
			such instalment (both dates inclusive)

The settlement of the Consideration in instalments, the relevant instalment periods and the amount of each instalment was determined having taken into account the cooperation relationship with the Purchaser after assessing the credit risk in view of the security provided and the corresponding interests income for each period. As long as payment of the Consideration remains outstanding, interest will be imposed on the relevant portion thereof. The interest rates of each of the instalments above was determined by the Company with reference to the rates of its existing bank facilities.

In order to secure the Purchaser’s payment of Instalment No. 2, Instalment No. 3 and the relevant interest in relation thereto, the Purchaser has agreed to pledge the Pledged Shares in favour of the Company in accordance with the Share Pledge. Information on the Share Pledge is as disclosed below.

The Consideration was determined after arm’s length negotiations between the Company and the Purchaser with reference to the unaudited carrying amount of the 15% shareholding interest in Sundart Holdings as at 30 September 2014 plus a premium of HK$72,241,000 given by the Purchaser, which was determined with reference to the premium for the previous disposal of 85% of the shareholding interest in Sundart Holdings.

Conditions Precedent to Completion

Completion was conditional upon the fulfillment of all of the following conditions:

• (a) the obtaining by the Company of the written shareholders’ approval of the Agreement and the transactions contemplated thereunder in accordance with the requirements of the Listing Rules; and

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LETTER FROM THE BOARD

• (b) the directors of the Purchaser approving the Agreement and the transactions contemplated thereunder at a board meeting of the Purchaser.

All the above conditions had been fulfilled as at the Completion Date.

Completion

Completion had taken place on 2 December 2014.

THE SHARE PLEDGE

Pursuant to the Agreement, the Company and the Purchaser at Completion entered into the Share Pledge to secure the payment obligations of the Purchaser.

Date

2 December 2014

Subject matter

727 Sundart Shares (representing 95% of the total number of the Sundart Shares) were pledged in favour of the Company by way of first fixed charge, as security for payment of the outstanding portions of the Consideration (namely Instalment No. 2, Intalment No. 3 and the interest thereon) by the Purchaser.

Pursuant to the Share Pledge:

• (a) upon the receipt by the Company of the full payment of Instalment No. 2 and the interest in relation thereto, 50.56% of the Sundart Shares shall be released in accordance with the terms of the Share Pledge; and

• (b) upon the receipt by the Company of the full payment of Instalment No. 2, Instalment No. 3 and the interest in relation thereto, 95% of the Sundart Shares shall be released in accordance with the terms of the Share Pledge.

INFORMATION ON THE GROUP AND THE PURCHASER

The Group is principally engaged in real estate development, real estate investment, fund management, asset management and distribution of building materials.

The Purchaser is principally engaged in contracting curtain wall construction business in Hong Kong.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser and its ultimate beneficial owner are third parties independent of and do not have any other relationship with the Group and its connected persons (as defined in the Listing Rules).

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LETTER FROM THE BOARD

INFORMATION ON SUNDART HOLDINGS

Sundart Holdings is principally engaged in the business of conducting fitting-out works, construction and civil engineering works, sourcing and distribution of interior decorative materials, supply and installation of timber doors and floorsets, provision of project management services and manufacturing of timber products.

Based on the audited consolidated financial statements of Sundart Holdings as at 31 December 2013, the approximate amounts of net profit (before and after taxation) attributable to 15% shareholding interest in Sundart Holdings for the two immediately preceding financial years were as follows:

	(Audited)	(Audited)
	For the financial	For the period from
	year ended	1 April 2012 to
	31 December 2013	31 December 2012
	HK$	HK$
Net profits before taxation of Sundart
Holdings attributable to 15%
shareholding interest therein	25,730,000	16,721,000
Net profits after taxation of Sundart
Holdings attributable to 15%
shareholding interest therein	21,491,000	14,829,000

The unaudited carrying amount of the 15% shareholding interest in Sundart Holdings as at 30 September 2014 was approximately HK$107,759,000.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Company intends to reallocate its capital into opportunities that offer better potential returns for Shareholders such as real estate investment opportunities. The Disposal is expected to allow the Group to redirect its resources to such investment opportunities.

The Directors consider that the terms of the Agreement and the Share Pledge are fair and reasonable and that the entering into of the Agreement and the Share Pledge is in the interests of the Company and the Shareholders as a whole.

EFFECTS OF THE DISPOSAL ON THE EARNINGS AND ASSETS AND LIABILITIES OF THE GROUP

Effects on earnings

The Group expects to recognise a gain of approximately HK$62,000,000 from the Disposal, which is calculated with reference to the consideration to be received, the estimated carrying amount of the interest in Sundart Holdings as at 30 November 2014 and the estimated expenses related to the Disposal.

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LETTER FROM THE BOARD

Effects on assets and liabilities

The 15% shareholding interest in Sundart Holdings has been classified by the Company as “Interest in associates” which is accounted for using the equity method of accounting in the consolidated financial statements of the Company. Following Completion, the Company did not hold any interest in Sundart Holdings, which ceased to be an associate of the Company and its financial results will no longer be accounted for in the consolidated financial statements of the Company. Furthermore, the fair value of the payment of Instalment No. 2, Instalment No. 3 and the relevant interest will be recognised as “Other receivables, deposits and prepayment” in the consolidated financial statements, as a result of the outstanding payments to be paid on or before 31 March 2015 and 30 June 2016 respectively.

USE OF PROCEEDS FROM THE DISPOSAL

The Company intends to use the net proceeds from the Disposal as general working capital.

LISTING RULES IMPLICATIONS

As one or more of the relevant applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Disposal exceeds 25% but is less than 75%, the Disposal constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and Shareholders’ approval requirements.

As Tiger Crown is a controlled corporation of Mr. Chan, who is a close business associate of Mr. Ng, and Tiger Crown, Scenemay and their respective controllers are considered concert parties under the Takeovers Code, Tiger Crown, Scenemay and Mr. Ng constitute a closely allied group of Shareholders for the purpose of Rule 14.44 of the Listing Rules.

As no Shareholder would be required to abstain from voting if the Company were to convene a general meeting to approve the Disposal, and as the Company has obtained written shareholders’ approval of the Disposal and the transactions contemplated thereunder from Tiger Crown, Scenemay and Mr. Ng, which and who as at the date of the written approval held 97,104,000 Shares, 97,104,000 Shares and 84,000,000 Shares respectively, representing approximately 20.34%, 20.34% and 17.59% respectively (and approximately 58.27% in aggregate) of the issued share capital of the Company, the Company is not required to convene a general meeting to approve the Disposal pursuant to Rule 14.44 of the Listing Rules.

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LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board Rykadan Capital Limited 宏基資本有限公司 Chan William Chairman of the Board

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. STATEMENT OF INDEBTEDNESS

At the close of business on 31 October 2014, being the latest practicable date for the purpose of preparing this statement of indebtedness prior to the printing of this circular, the Group had total borrowings of approximately HK$385,313,000, details of which are set out below:

Bank loans, secured Bank loans, unsecured Amounts due to associates Loans from non-controlling shareholder Total borrowings	HK$’000 263,965 16,460 53,328 51,560
	385,313

At 31 October 2014, the secured bank loans of the Group were secured by mortgages over investment properties, properties for sales and land and buildings held for the Group’s own use with an aggregate carrying value of approximately HK$363,212,000, HK$287,572,000 and HK$46,653,000 respectively.

In addition, the Company has issued guarantees to banks in respect of banking facilities granted to certain indirect-wholly subsidiaries of HK$542,058,000. These banking facilities were utilised to the extent of HK$277,731,000 as at 31 October 2014.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and normal trade and other payables in the ordinary course of business of the Group, as at 31 October 2014, the Group did not have any debt securities issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptable credits, debentures, mortgages, charges, hire purchase or finance lease commitments, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors are of the opinion that after due and careful enquiry, taking into account the financial resources available to the Group, including internally generated funds and the available banking facilities, the Group has sufficient working capital to meet its current known requirements for at least the next 12 months from the date of this circular in the absence of unforeseeable circumstances.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

3. MATERIAL ADVERSE CHANGES

The Directors are not aware as at the Latest Practicable Date of any material adverse change in the financial or trading position or prospect of the Group since 31 March 2014, the date to which the latest published audited financial statements of the Group were made up.

4. FINANCIAL AND TRADING PROSPECTS

Following Completion, the Group will continue to focus on property investment in the coming years. Similar to the Group’s ongoing investments in the property sectors in Hong Kong and the PRC, the new projects will continue to align with the Group’s strategy of growing asset values and exiting within a three-to-five-year horizon.

The Group will continue to leverage on its experienced management team and business partners to evaluate future real estate investment opportunities in order to maximise future returns for shareholders. It will also continue to actively manage its ongoing investments in the Greater China region, South-East Asia and the United States to support its future performance and unlock value for shareholders in a timely manner. As at the Latest Practicable Date, the Group has invested in four residential properties in Los Angeles County.

The Directors expect that the financial position of the Group will remain solid taking into account the financial resources available to and the strong assets base of the Group.

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GENERAL INFORMATION

APPENDIX II

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(1) Interests of Directors and chief executives

As at the Latest Practicable Date, the interests and short positions of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was taken or deemed to have under such provisions of the SFO) or are 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 Issuers of the Listing Rules (the “ Model Code ”) to be notified to the Company and the Stock Exchange were as follows:

Long position

Name of Director Nature of interest and capacity Mr. Chan Interest in a controlled corporation(1) Other interest(2) Beneficial owner Mr. Ng Beneficial owner	Total number of Shares held as at the Latest Practicable Date 97,104,000 97,104,000 9,000,000 203,208,000 84,000,000	Approximate percentage of issued share capital of the Company as at the Latest Practicable Date 20.34% 20.34% 1.88%
		42.56% 17.59%

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GENERAL INFORMATION

APPENDIX II

Notes:

1. Tiger Crown, which beneficially owns 97,104,000 shares of the Company, is 100% owned by Rykadan Holdings which in turn is 100% held by HSBC International Trustee Limited as the trustee of Rykadan Trust. Mr. Chan is the settlor and protector and one of the discretionary beneficiaries of Rykadan Trust.

2. Since Tiger Crown, Scenemay, Mr. Chan, Mr. Li and Ms. Li are regarded as a group of shareholders acting in concert to exercise their voting rights in the Company, pursuant to the provisions of SFO, each of them is deemed to be interested in the 97,104,000 Shares beneficially owned or deemed to be interested by each other. Tiger Crown, Scenemay, Mr. Chan, Mr. Li and Ms. Li are therefore together interested in a total of 40.68% of the issued share capital of the Company.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests and short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he was 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 to be notified to the Company and the Stock Exchange.

(2) Interests of Substantial Shareholders

As at the Latest Practicable Date, the following persons (other than a Director or chief executive of the Company) and companies had an interest or short position in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Long position

Name Nature of interest and capacity HSBC International Trustee Limited Corporate Trustee(1)(2) Rykadan Holdings Interest in a controlled corporation (1)(2) Tiger Crown(1) Beneficial owner Other interest(2)	Total number of Shares held as at the Latest Practicable Date 194,208,000 194,208,000 97,104,000 97,104,000 194,208,000	Approximate percentage of issued share capital of the Company as at the Latest Practicable Date 40.68% 40.68% 20.34% 20.34%
		40.68%

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APPENDIX II

GENERAL INFORMATION

Name Nature of interest and capacity Scenemay(3) Beneficial owner Other interest(2) Mr. Li Interest in a controlled corporation(3) Other interest(2) Ms. Li Interest in a controlled corporation(3) Other interest(2)	Total number of Shares held as at the Latest Practicable Date 97,104,000 97,104,000 194,208,000 97,104,000 97,104,000 194,208,000 97,104,000 97,104,000 194,208,000	Approximate percentage of issued share capital of the Company as at the Latest Practicable Date 20.34% 20.34%
		40.68% 20.34% 20.34%
		40.68% 20.34% 20.34%
		40.68%

Notes:

1. Tiger Crown, which beneficially owns 97,104,000 shares of the Company, is 100% owned by Rykadan Holdings which in turn is 100% held by HSBC International Trustee Limited as the trustee of Rykadan Trust. Mr. Chan is the settlor and protector and one of the discretionary beneficiaries of Rykadan Trust.

2. Since Tiger Crown, Scenemay, Mr. Chan, Mr. Li and Ms. Li are regarded as a group of shareholders acting in concert to exercise their voting rights in the Company, pursuant to the provisions of the SFO, each of them is deemed to be interested in the 97,104,000 Shares owned or deemed to be interested by each other.

3. The entire issued share capital of Scenemay is owned by Mr. Li and Ms. Li in equal shares. As each of Mr. Li and Ms. Li respectively controls more than one-third of the voting power in general meetings of Scenemay, each of Mr. Li is deemed to be interested in the 97,104,000 Shares beneficially owned by Scenemay.

Save as disclosed above, as at the Latest Practicable Date, so far as is known to any Director and chief executive of the Company, no other person (not being a Director or chief executive of the Company) or company had, or were deemed to have, any interests or short positions in the Shares and underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange pursuant to Divisions 2 and 3 of Part XV of the SFO.

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GENERAL INFORMATION

APPENDIX II

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered into or proposed to enter into a service contract or had an unexpired service with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

4. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors and their respective associates (as defined in the Listing Rules) had any interest in any business which competes or may compete with the business of the Group or had any other conflict of interest with the Group.

5. DIRECTORS INTERESTS IN ASSETS, CONTRACTS OR ARRANGEMENTS SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date:

• (i) none of the Directors had any direct or indirect interest in any assets acquired or disposed of by or leased to, or which were proposed to be acquired, disposed of by or leased to, any member of the Group since 31 March 2014, the date up to which the latest published audited accounts of the Group were made up; and

• (ii) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting as at the Latest Practicable Date and which was significant in relation to the business of the Group taken as a whole.

6. LITIGATION

As at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration proceedings of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

7. GENERAL

• (a) The registered office of the Company is situated at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. The Hong Kong head office and principal place of business of the Company is situated at Rooms 2701 & 2801, Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.

• (b) The Company’s branch share registrar and transfer office in Hong Kong is Tricor Investor Services Limited situated at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

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GENERAL INFORMATION

APPENDIX II

• (c) The company secretary of the Company is Yeung Man Yan, Megan, a qualified solicitor in Hong Kong.

• (d) In the event of inconsistency, the English text of the circular and the accompanying form of proxy shall prevail over the Chinese text thereof.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the principal place of business of the Company in Hong Kong at Rooms 2701 & 2801, Rykadan Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong during normal business hours on any weekday (except public holidays) for a period of 14 days from the date hereof:

• (a) the memorandum of association and the articles of association of the Company; and

• (b) the annual reports of the Company for the financial years ended 31 March 2013 and 31 March 2014.

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