SPT Energy Group Inc. — M&A Activity 2016

Sep 27, 2016

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

CHINA TRADITIONAL CHINESE MEDICINE HOLDINGS CO. LIMITED 中國中藥控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 570)

(1) DISCLOSEABLE TRANSACTION IN RELATION TO ACQUISITION OF GUIZHOU TONGJITANG;

AND

(2) DISCLOSEABLE AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF SHANGHAI TONGJITANG

The Board is pleased to announce that on 27 September 2016 (after the Stock Exchange trading hours), Feng Liao Xing (a wholly-owned subsidiary of the Company) entered into the Guizhou Tongjitang Agreement and the Shanghai Tongjitang Agreement with the Guizhou Tongjitang Vendors and Guizhou Tongjitang, and the Shanghai Tongjitang Vendors and Shanghai Tongjitang respectively.

THE GUIZHOU TONGJITANG AGREEMENT

Pursuant to the Guizhou Tongjitang Agreement, Feng Liao Xing conditionally agreed to acquire, and the Guizhou Tongjitang Vendors conditionally agreed to sell, the entire registered capital of Guizhou Tongjitang. As at the date of this announcement, the registered capital of Guizhou Tongjitang is owned as to 75% by Mr. Xia Deyong and 25% by Ms. Cao Hong. Guizhou Tongjitang is a manufacturer of TCM decoction pieces based in Guizhou Province, the PRC. The consideration for the Guizhou Tongjitang Acquisition is approximately RMB60.9 million.

THE SHANGHAI TONGJITANG AGREEMENT

Pursuant to the Shanghai Tongjitang Agreement, Feng Liao Xing conditionally agreed to acquire, and the Shanghai Tongjitang Vendors conditionally agreed to sell, the entire registered capital of Shanghai Tongjitang. As at the date of this announcement, the registered capital of Shanghai Tongjitang is owned as to 50% by Mr. Hu Yong and 50% by Mr. Wang. Shanghai Tongjitang is a manufacturer of TCM decoction pieces based in Shanghai, the PRC. The consideration for the Shanghai Tongjitang Acquisition is RMB510 million (subject to downward adjustment).

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LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) are greater than 5% but less than 25%, the Guizhou Tongjitang Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. Accordingly, the Guizhou Tongjitang Acquisition is only subject to the reporting and announcement requirements but is exempt from the shareholders’ approval requirement under the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) are greater than 5% but less than 25%, the Shanghai Tongjitang Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. Since Mr. Wang, being one of the Shanghai Tongjitang Vendors, is an executive Director, he is a connected person and therefore Shanghai Tongjitang also constitutes a connected transaction under the Listing Rules. Accordingly, the Shanghai Tongjitang Acquisition is subject to the reporting, announcement and the independent shareholders’ approval requirements under the Listing Rules.

The Board is pleased to announce that on 27 September 2016 (after the Stock Exchange trading hours), Feng Liao Xing (a wholly-owned subsidiary of the Company) entered into the Guizhou Tongjitang Agreement and the Shanghai Tongjitang Agreement with the Guizhou Tongjitang Vendors and Guizhou Tongjitang, and the Shanghai Tongjitang Vendors and Shanghai Tongjitang respectively. Details of the Guizhou Tongjitang Agreement and the Shanghai Tongjitang Agreement are set out below.

THE GUIZHOU TONGJITANG AGREEMENT

Date

27 September 2016

Parties

• (i) Feng Liao Xing, as purchaser;

• (ii) Mr. Xia Deyong, as one of the Guizhou Tongjitang Vendors;

• (iii) Ms. Cao Hong, as one of the Guizhou Tongjitang Vendors; and

• (iv) Guizhou Tongjitang.

To the best of the Director’s knowledge, information and belief, having made all reasonable enquiry, both the Guizhou Tongjitang Vendors and Guizhou Tongjitang are third parties independent of the Company and its connected persons.

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Assets to be acquired

Pursuant to the Guizhou Tongjitang Agreement, Feng Liao Xing conditionally agreed to acquire, and the Guizhou Tongjitang Vendors conditionally agreed to sell, the entire registered capital of Guizhou Tongjitang. As at the date of this announcement, the registered capital of Guizhou Tongjitang is owned as to 75% by Mr. Xia Deyong and 25% by Ms. Cao Hong. Guizhou Tongjitang is a manufacturer of TCM decoction pieces based in Guizhou Province, the PRC (please refer to the paragraph headed “Information on Guizhou Tongjitang and Shanghai Tongjitang” below for further details).

Consideration

The consideration for the Guizhou Tongjitang Acquisition is approximately RMB60.9 million (equivalent to approximately HK$70.6 million) and was determined after arm’s length negotiations among Feng Liao Xing and the Guizhou Tongjitang Vendors after taking into account (i) the unaudited net profit of Guizhou Tongjitang (excluding the profits derived from sub-contracted processing by the Group) for the year ended 31 December 2015 of approximately RMB5.08 million (equivalent to approximately HK$5.9 million); and (ii) the average price-to-earnings ratio of comparable companies engaged in the pharmaceutical industry in the PRC and listed on the Stock Exchange. The consideration for the Guizhou Tongjitang Acquisition represents a price-to-earnings ratio of 12 times.

The consideration for the Guizhou Tongjitang Acquisition shall be payable by Feng Liao Xing to the Guizhou Tongjitang Vendors in proportion to their disposal interest in Guizhou Tongjitang in cash and in the following manner:

• (i) as to approximately RMB18.3 million (equivalent to approximately HK$21.2 million) within 15 business days from the date of fulfillment of all the conditions precedent of the Guizhou Tongjitang Agreement as set out below;

• (ii) as to approximately RMB36.6 million (equivalent to approximately HK$42.5 million) within 15 business days from the later of (a) the date of completion of the change of industrial and commercial registration; and (b) the date of physical delivery of company seals, licence, information and other assets of Guizhou Tongjitang to Feng Liao Xing; and

• (iii) as to the remaining balance of approximately RMB6.1 million (equivalent to approximately HK$7.1 million) (a) within six months from the date of completion of the Guizhou Tongjitang Acquisition; and (b) within 15 business days from the completion of the de-registration of a company which is currently owned as to 5% by Guizhou Tongjitang and under de-registration process, whichever is the later.

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Conditions precedent

Completion of the Guizhou Tongjitang Acquisition is conditional upon the fulfilment of the following conditions:

• (i) the passing of resolution by the shareholders of Guizhou Tongjitang to approve the transactions under the Guizhou Tongjitang Agreement;

• (ii) the issue of written confirmation by each of the shareholders of Guizhou Tongjitang confirming that the pre-emptive rights to acquire the shares of Guizhou Tongjitang to be disposed of by the other shareholder would not be exercised; and

• (iii) the signing of employment contracts, non-competition undertakings and confidentiality agreements on terms specified by Feng Liao Xing and with a term of not less than two years by the core management members of Guizhou Tongjitang (i.e. Mr. Xia Deyong, Mr. Yuan Zhongxi, Mr. Pan Yongping and Mr. Wang Meizhi).

If any of the conditions precedent above is not fulfilled due to the fault of Guizhou Tongjitang or the Guizhou Tongjitang Vendors, Feng Liao Xing has the right to claim Guizhou Tongjitang and the Guizhou Tongjitang Vendors for any losses incurred.

Completion

Guizhou Tongjitang shall apply to the competent industry and commerce authority for the change of shareholders and legal representative within three business days from the date of payment by Feng Liao Xing of the first installment of the consideration. Completion shall take place on the date of completion of the change of industrial and commercial registration.

Upon completion, Guizhou Tongjitang will become an indirect wholly-owned subsidiary of the Company and its results, assets and liabilities will be consolidated into the financial statements of the Company.

Non-competition undertakings

Each of Mr. Xia Deyong and Ms. Cao Hong undertakes that within five years from the date of completion of the Guizhou Tongjitang Acquisition, he/she will not directly or indirectly engaged in any businesses or activities (including but not limited to joint venture, co-operation, joint operation, entrusted management, equity investment) in the PRC or outside the PRC which compete with Guizhou Tongjitang, or attempt to hold interest in any entities which compete with Guizhou Tongjitang, save for his/her employment under Guizhou Tongjitang.

Mr. Xia Deyong and Ms. Cao Hong further undertake to procure each of the core management members of Guizhou Tongjitang to enter into a deed of non-competition undertaking, pursuant to which he undertakes that during the employment period until two years after resignation from his position in Guizhou Tongjitang, he will not directly or indirectly engaged in any businesses or activities in the PRC or outside the PRC which compete with Guizhou Tongjitang, or attempt to hold interest in any entities which compete with Guizhou Tongjitang.

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THE SHANGHAI TONGJITANG AGREEMENT

Date

27 September 2016

Parties

• (i) Feng Liao Xing, as purchaser;

• (ii) Mr. Hu Yong, as one of the Shanghai Tongjitang Vendors;

• (iii) Mr. Wang, as one of the Shanghai Tongjitang Vendors; and

• (iv) Shanghai Tongjitang.

Mr. Wang is an executive Director and is therefore a connected person of the Company. As at the date of this announcement, Hanmax Investment Limited (a company wholly owned by Mr. Wang) holds 376,735,042 Shares, representing approximately 8.5% of the issued share capital of the Company. Save as disclosed above, to the best of the Director’s knowledge, information and belief, having made all reasonable enquiry, both the Shanghai Tongjitang Vendors and Shanghai Tongjitang are third parties independent of the Company and its connected persons.

Assets to be acquired

Pursuant to the Shanghai Tongjitang Agreement, Feng Liao Xing conditionally agreed to acquire, and the Shanghai Tongjitang Vendors conditionally agreed to sell, the entire registered capital of Shanghai Tongjitang. As at the date of this announcement, the registered capital of Shanghai Tongjitang is owned as to 50% by Mr. Hu Yong and 50% by Mr. Wang. Mr. Wang’s total investment cost in Shanghai Tongjitang was RMB40 million (equivalent to approximately HK$46.4 million). Shanghai Tongjitang is a manufacturer of TCM decoction pieces based in Shanghai, the PRC (please refer to the paragraph headed “Information on Guizhou Tongjitang and Shanghai Tongjitang” below for further details).

Consideration

The consideration for the Shanghai Tongjitang Acquisition is RMB510 million (equivalent to approximately HK$591.6 million) (subject to downward adjustment as detailed in the sub-paragraph headed “Profit guarantee” below) and was determined after arm’s length negotiations among Feng Liao Xing and the Shanghai Tongjitang Vendors after taking into account (i) the Guaranteed Profits of not less than RMB43 million (equivalent to approximately HK$49.9 million) for each of the two years ending 31 December 2016 and 2017 (as detailed in the paragraph headed “Profit guarantee” below); and (ii) the average price-to-earnings ratios of comparable companies engaged in the pharmaceutical industry in the PRC and listed on the Stock Exchange. The consideration for the Shanghai Tongjitang Acquisition represents a price-to-earnings ratio of approximately 11.86 times.

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The consideration for the Shanghai Tongjitang Acquisition shall be payable by Feng Liao Xing to the Shanghai Tongjitang Vendors in proportion to their disposal interest in Shanghai Tongjitang in cash and in the following manner:

• (i) as to RMB150 million (equivalent to approximately HK$174.0 million) within 15 business days from the date of fulfillment of all the conditions precedent of the Shanghai Tongjitang Agreement as set out below;

• (ii) as to RMB350 million (equivalent to approximately HK$406.0 million) (a) within 15 business days from the date of completion of the change of industrial and commercial registration; and (b) within three business days from the date of physical delivery of company seals, licence, information and other assets of Shanghai Tongjitang to Feng Liao Xing, whichever is the later; and

• (iii) as to the remaining balance of RMB10 million (equivalent to approximately HK$11.6 million) (the “ Shanghai Balance Payment ”) within 15 business days after finalisation of the audited results of Shanghai Tongjitang for the year ending 31 December 2017 if the Guaranteed Profits (as defined below) are achieved.

Profit guarantee

The Shanghai Tongjitang Vendors have guaranteed that the audited net profit after tax (excluding nonrecurring gains and losses) for each of the two years ending 31 December 2016 and 2017 shall be not less than RMB43 million (equivalent to approximately HK$49.9 million) (the “ Guaranteed Profits ”).

In the event that the audited net profit after tax (excluding non-recurring gains and losses) for any of the two years ending 31 December 2016 and 2017 is less than the Guaranteed Profits, the consideration for the Shanghai Tongjitang Acquisition will be adjusted to RMB500 million (equivalent to approximately HK$580 million) and the Shanghai Balance Payment will not be payable by Feng Liao Xing to the Shanghai Tongjitang Vendors.

Conditions precedent

Completion of the Shanghai Tongjitang Acquisition is conditional upon the fulfilment of the following conditions:

• (i) the passing of resolution by the shareholders of Shanghai Tongjitang to approve the transactions under the Shanghai Tongjitang Agreement;

• (ii) the issue of written confirmation by each of the shareholders of Shanghai Tongjitang confirming that the pre-emptive rights to acquire the shares of Shanghai Tongjitang to be disposed of by the other shareholder would not be exercised;

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• (iii) the signing of employment contracts, non-competition undertakings and confidentiality agreements on terms specified by Feng Liao Xing and with term of not less than two years by the core management members of Shanghai Tongjitang (i.e. Mr. Hu Yong, Mr. Hu Bin, Ms. Chen Jianru and Mr. Zhang Zhongquan); and

• (iv) the passing of a resolution by the Independent Shareholders approving the Shanghai Tongjitang Acquisition at the EGM.

If any of the conditions precedent above is not fulfilled due to the fault of Shanghai Tongjitang or the Shanghai Tongjitang Vendors, Feng Liao Xing has the right to claim Shanghai Tongjitang and the Shanghai Tongjitang Vendors for any losses incurred.

Completion

Shanghai Tongjitang shall apply to the competent industry and commerce authority for the change of shareholders and legal representative within three business days from the date of payment by Feng Liao Xing of the first installment of the consideration. Completion shall take place on the date of completion of the change of industrial and commercial registration.

Upon completion, Shanghai Tongjitang will become an indirect wholly-owned subsidiary of the Company and its results, assets and liabilities will be consolidated into the financial statements of the Company.

Non-competition undertakings

Each of Mr. Hu Yong and Mr. Wang undertakes that after completion of the Shanghai Tongjitang Acquisition, he will not directly or indirectly engaged in any businesses or activities (including but not limited to joint venture, co-operation, joint operation, entrusted management, equity investment) in the PRC or outside the PRC which compete with Shanghai Tongjitang, or attempt to hold interest in any entities which compete with Shanghai Tongjitang, save for Mr. Hu Yong’s employment under Shanghai Tongjitang and Mr. Wang’s interest in the Company.

Mr. Hu Yong and Mr. Wang further undertake to procure each of the core management members of Shanghai Tongjitang (i.e. Mr. Hu Yong, Mr. Hu Bin, Ms. Chen Jianru and Mr. Zhang Zhongquan) to enter into a deed of non-competition undertaking, pursuant to which he/she undertakes that during the employment period until two years after resignation from his/her position in Shanghai Tongjitang, he/she will not directly or indirectly engaged in any businesses or activities in the PRC or outside the PRC which compete with Shanghai Tongjitang, or attempt to hold interest in any entities which compete with Shanghai Tongjitang.

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INFORMATION ON GUIZHOU TONGJITANG AND SHANGHAI TONGJITANG

Guizhou Tongjitang

Guizhou Tongjitang is a company established in the PRC in 2002 with limited liability. It is principally engaged in the manufacture and sale of TCM decoction pieces in Guizhou Province, the PRC. Majority of its revenue is derived from the processing of TCM decoction pieces sub-contracted by the Group. Other customers of Guizhou Tongjitang are pharmaceutical companies, hospitals, clinics and chain pharmacies.

A summary of the financial information of Guizhou Tongjitang prepared in accordance with the PRC accounting standards is set out below:

	For the year ended	For the year ended
	31 December 2014	31 December 2015
	(RMB’000)	(RMB’000)
	(unaudited)	(unaudited)
Revenue	96,144	196,710
Profit before tax	10,699	12,442
Profit after tax	10,679	12,442
		As at 30 June 2016
		(RMB’000)
		(unaudited)
Net assets		38,173

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Shanghai Tongjitang

Shanghai Tongjitang is a company established in the PRC in 2002 with limited liability. It is principally engaged in the manufacture and sale of TCM decoction pieces in Shanghai, the PRC. It also provides TCM dispensation and decoction services. Its products are mainly sold to hospitals.

A summary of the financial information of Shanghai Tongjitang prepared in accordance with International Financial Reporting Standards is set out below:

	For the year ended	For the year ended
	31 December 2014	31 December 2015
	(RMB’000)	(RMB’000)
	(unaudited)	(unaudited)
Revenue	174,678	195,957
Profit before tax	25,341	29,542
Profit after tax	24,345	29,763
		As at 30 June 2016
		(RMB’000)
		(audited)
Net assets		178,342

REASONS FOR THE GUIZHOU TONGJITANG ACQUISITION AND THE SHANGHAI TONGJITANG ACQUISITION

The principal business activities of the Group are the manufacture and sale of concentrated TCM granules and pharmaceutical products in the PRC with a focus on respiratory system drugs, nasal preparations, cerebro-cardiovascular drugs, rheumatic diseases and bone injury drugs, and orthopaedic drugs.

As the flagship of China National Pharmaceutical Group Corporation in the Chinese medicine industry, the development strategy of the Company is, based on its solid existing businesses, to enter into different sectors of Chinese medicine industry in accordance with market conditions and the Company’s own characteristics, with the aim to covering the entire industrial value chain by upstream and downstream consolidation.

The Guizhou Tongjitang Acquisition and the Shanghai Tongjitang Acquisiton are in line with the Group’s development strategy to become leader in the TCM industry. The acquisitions will allow the Group to expand its product mix, consolidate upstream resources and extend its coverage in the industry value chain. Guizhou Tongjitang and Shanghai Tongjitang which are strategically located in Southwest China and East China respectively will provide a stable source of supply of raw materials for the manufacture of the Group’s downstream products at a lower production cost. Synergies will be realised by collaborative development of distribution and sales network for the Group’s different products.

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Based on the above, the Directors consider that the terms of the Guizhou Tongjitang Agreement and the Shanghai Tongjitang Agreement and are fair and reasonable and the Guizhou Tongjitang Acquisition and Shanghai Tongjitang Acquisition are in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the Listing Rules) are greater than 5% but less than 25%, the Guizhou Tongjitang Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. Accordingly, the Guizhou Tongjitang Acquisition is only subject to the reporting and announcement requirements but is exempt from the shareholders’ approval requirement under the Listing Rules.

As one or more of the applicable percentage ratios (as defined under the Listing Rules) are greater than 5% but less than 25%, the Shanghai Tongjitang Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. Since Mr. Wang, being one of the Shanghai Tongjitang Vendors, is an executive Director, he is a connected person and therefore Shanghai Tongjitang also constitutes a connected transaction under the Listing Rules. Accordingly, the Shanghai Tongjitang Acquisition is subject to the reporting, announcement and the independent shareholders’ approval requirements under the Listing Rules.

The EGM will be convened and held for the purpose of considering and, if thought fit, approving, among other things, the Shanghai Tongjitang Acquisition. The Independent Board Committee which comprises all the independent non-executive Directors, namely Mr. Zhou Bajun, Mr. Xie Rong, Mr. Yu Tze Shan Hailson and Mr. Lo Wing Yat, has been established to advise the Independent Shareholders in respect of the Shanghai Tongjitang Acquisition and an independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. Mr. Wang and its associates will be required to abstain from voting on the resolution approving the Shanghai Tongjitang Acquisition at the EGM. Mr. Wang indirectly and beneficially owns 376,735,042 Shares as at the date of this announcement.

A circular containing, among others things, (i) details of the Shanghai Tongjitang Acquisition, the letter of recommendation from the Independent Board Committee; (ii) the letter of advice from the independent financial adviser; (iii) other information required to be disclosed under the Listing Rules; (iv) the notice of the EGM; and (v) a form of proxy for the EGM is expected to be despatched to the Shareholders on or before 18 October 2016.

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DEFINITIONS

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

“associate(s)”	has the meaning ascribed to it under the Listing Rules
“Board”	the board of Directors
“Company”	China Traditional Chinese Medicine Co. Limited, a company incorporated
	in Hong Kong with limited liability, the issued shares of which are listed
	on the Main Board of the Stock Exchange (stock code: 570)
“connected person(s)”	has the meaning ascribed to it under the Listing Rules
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company to be convened and
	held to consider and, if thought fit, approve the Shanghai Tongjitang
	Acquisition
“Feng Liao Xing”	國藥集團馮了性（佛山）藥材飲片有限公司(Feng Liao Xing (Foshan)
	Pharmaceutical Co., Ltd.), a company established in the PRC with limited
	liability and a wholly-owned subsidiary of the Company
“Guizhou Tongjitang”	貴州同濟堂中藥飲片有限公司(Guizhou Tongjitang Herbal Co., Ltd.*)
“Guizhou Tongjitang	the acquisition of the entire registered capital of Guizhou Tongjitang by
Acquisition”	Feng Liao Xing from the Guizhou Tongjitang Vendors pursuant to the
	Guizhou Tongjitang Agreement
“Guizhou Tongjitang	the sale and purchase agreement dated 27 September 2016 entered into
Agreement”	among Feng Liao Xing and the Guizhou Tongjitang Vendors in respect of
	the Guizhou Tongjitang Acquisition
“Guizhou Tongjitang	collectively, Mr. Xia Deyong and Ms. Cao Hong
Vendors”
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Mr. Wang”	Mr. Wang Xiaochun, one of the Shanghai Tongjitang Vendors
“PRC”	The People’s Republic of China which, for the purpose of this
	announcement, excludes Hong Kong, the Macau Special Administrative
	Region and Taiwan

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“Shanghai Tongjitang the acquisition of the entire registered capital of Shanghai Tongjitang by Acquisition” Feng Liao Xing from the Shanghai Tongjitang Vendors pursuant to the Shanghai Tongjitang Agreement “Shanghai Tongjitang the sale and purchase agreement dated 27 September 2016 entered into Agreement” among Feng Liao Xing and the Shanghai Tongjitang Vendors in respect of the Shanghai Tongjitang Acquisition “Shanghai Tongjitang collectively, Mr. Hu Yong and Mr. Wang Vendors” “Shanghai Tongjitang” 上海同濟堂藥業有限公司 (Shanghai Tongjitang Pharmaceutical Co., Ltd.*) “Shareholder(s)” the holder(s) of the issued Share(s) “Share(s)” the ordinary share(s) in the share capital of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “TCM” traditional Chinese medicine “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

For illustration purpose only, amounts in RMB in this announcement have been translated into HK$ at the rate of RMB1 = HK$1.16. No representation is made that any amounts in HK$ and RMB have been or could be converted at the above rate or at any other rates or at all.

By order of the Board

China Traditional Chinese Medicine Holdings Co. Limited WU Xian Chairman

Hong Kong, 27 September 2016

As at the date of this announcement, the Board comprises 11 Directors, of which Mr. WU Xian, Mr. YANG Bin and Mr. WANG Xiaochun are executive Directors; Mr. LIU Cunzhou, Mr. DONG Zenghe, Mr. ZHAO Dongji and Ms. HUANG He are non-executive Directors; and Mr. ZHOU Bajun, Mr. XIE Rong, Mr. YU Tze Shan Hailson and Mr. LO Wing Yat are independent non-executive Directors.

* For identification purpose only

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