Styland Holdings Limited — Proxy Solicitation & Information Statement 2004

Dec 13, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, or as 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 Tak Sing Alliance Holdings Limited, you should at once hand this circular together with the enclosed form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or 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 circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

DISCLOSEABLE TRANSACTION

Proposed acquisition of the entire equity interests

in Huaqiao Mansion and United Corporation

13 December 2004

CONTENT

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix – Statutory and General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“Acquisition”	the acquisition of the entire equity interests in Huaqiao
	Mansion and United Corporation
“Board”	the board of directors of the Company
“Company”	Tak Sing Alliance Holdings Limited, a company incorporated
	in Bermuda with limited liability, the shares of which are
	listed on the Stock Exchange
“Carrianna Shenzhen”	佳寧娜（深圳）投資有限公司(Carrianna (Shenzhen)
	Investment Company Limited), a company incorporated in
	the PRC with limited liability and is a wholly-owned
	subsidiary of the Company
“Director(s)”	the director(s) of the Company
“Foshan SASAC”	佛山市人民政府國有資產監督管理委員會(Foshan
	Municipal State-Owned Assets Supervision and
	Administration Commission), an independent third party not
	connected with the directors, chief executive or substantial
	shareholders of the Company or any of its subsidiaries or
	their respective associates as defined in the Listing Rules
“Group”	the Company and its subsidiaries
“Huaqiao Mansion”	佛山市華僑大廈(Foshan Municipal Huaqiao Mansion), a
	citizen-owned（全民所有制）company incorporated on 17
	December 2003 under the laws of PRC
“Huaqiao Mansion	an agreement dated 25 November 2004 and entered into
Acquisition Agreement”	between the Company, Carrianna Shenzhen and Foshan
	SASAC in respect of the acquisition of the entire equity
	interests in Huaqiao Mansion
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hotel”	Foshan Huaqiao Mansion, a hotel owned by United
	Corporation and situated at 14 Zu Miao Road, Foshan
	Municipal, the PRC

– 1 –

DEFINITIONS

“Latest Practicable Date”	9 December 2004, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Model Code”	the Model Code for Securities Transactions by Directors of
	Listed Companies
“Parties”	the Company, Carrianna Shenzhen and Foshan SASAC
“PRC”	the People’s Republic of China
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholder(s)”	shareholder(s) of the Company
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supplemental Agreement”	a supplemental agreement dated 25 November 2004 and
	entered into between the Parties in respect of the Acquisition
“United Corporation”	佛山市中旅聯合總公司(Foshan United Corporation of
	China Travel Service), a citizen-owned company（全民所
	有制）incorporated on 15 June 1993 under the laws of PRC
“United Corporation Acquisition	an agreement dated 25 November 2004 and entered into
Agreement”	between the Company, Carrianna Shenzhen and Foshan
	SASAC in respect of the acquisition of the entire equity
	interests in United Corporation
“Valuer”	佛山大誠會計師事務所有限公司(Foshan Da Cheng
	Certified Public Accountants Co., Ltd.)
“RMB”	Renminbi yuan, the lawful currency of the PRC
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	percentage or per centum

In this circular, conversion of Hong Kong dollars into RMB is based on the exchange rate of RMB1.06 = HK$1.00.

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LETTER FROM THE BOARD

TAK SING ALLIANCE HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 126)

Executive Directors: Mr. Ma Kai Cheung (Chairman) Mr. Ma Kai Yum (Managing Director) Mr. Ng Yan Kwong

Non-executive Director: Mr. Yip Hing Chung

Independent Non-executive Directors: Mr. Lo Ming Chi, Charles Mr. Yau Wing Keung Mr. Lo Man Kit, Sam

Registered office: Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda

Principal office: 26th Floor, Phase II, Wyler Centre, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong

13 December 2004

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION

A. INTRODUCTION

On 26 November 2004, the Board announced that on 25 November 2004, the Company, Foshan SASAC and Carrianna Shenzhen (a wholly-owned subsidiary of the Company) entered into the Huaqiao Mansion Acquisition Agreement and the United Corporation Acquisition Agreement, respectively, in respect of the Acquisition. The Board also announced that on the same date, the Company, Foshan SASAC and Carrianna Shenzhen entered into the Supplemental Agreement, pursuant to which, the Parties have agreed that the transactions as contemplated under the Huaqiao Mansion Acquisition Agreement and the United Corporation Acquisition Agreement constitute a single inseparable transaction with an aggregate consideration of RMB61,500,000 (HK$58,018,868).

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LETTER FROM THE BOARD

As each of the percentage ratios in respect of the Acquisition is more than 5% but less than 25%, the Acquisition constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The Company is required to send to its Shareholders this circular and arrange for its publication within 21 days after publication of the above announcement.

B. HUAQIAO MANSION ACQUISITION AGREEMENT

1. Date

25 November 2004

2. Parties

• (i) The Company

• (ii) Carrianna Shenzhen

• (iii) Foshan SASAC

3. Asset to be acquired

The entire equity interests in Huaqiao Mansion.

Huaqiao Mansion principally operates the Hotel known as “Foshan Huaqiao Mansion” and the related restaurants at 14 Zu Miao Road, Foshan Municipal, the PRC. The Hotel has commenced its business since 1962. The Hotel was rated by the Guangdong Tourism Authority on 8 July 2003 as a four-star hotel in accordance with the Star-rating Standard for Tourist Hotels (GB/T 14308-1997). The Hotel is targeted at business travellers. The Hotel has a total construction area of approximately 19,800 square metres. The Hotel comprises of 153 guest rooms with a gross guest room area of approximately 8,600 square metres, restaurants of a total area of approximately 2,000 square metres which can accommodate 1,380 guests, conference rooms with a total area of approximately 550 square metres, entertainment premises (including a swimming pool, entertainment club, massage parlor/sauna, karaoke and gym) of approximately 4,600 square metres. The Hotel also has a car park which can accommodate approximately 200 vehicles. The Hotel currently has about 470 employees. Huaqiao Mansion has obtained all necessary licences and approvals to operate the Hotel. Certain parts of the Hotel is subject to a charge in favour of China Construction Bank and a charge in favour of Industrial and Commercial Bank of China as security for loans granted to Huaqiao Mansion in an aggregate amount of RMB21,500,000 (HK$20,283,019). Save for the above charges, the Hotel is not subject to any mortgage, pledge, liens and any third party rights.

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LETTER FROM THE BOARD

4. Consideration

The total consideration for the sale of the entire equity interests in Huaqiao Mansion is RMB52,200,000 (HK$49,245,283).

The Company has agreed to acquire 55% of the equity interests in Huaqiao Mansion at a consideration of RMB28,710,000 (HK$27,084,906).

The consideration will be funded by internal resources of the Group and paid in cash to the designated bank account(s) of Foshan SASAC according to the following schedule:

Amount Time of Payment (in RMB) 4,306,500 within 5 working days after execution of the (15% of the consideration) Huaqiao Mansion Acquisition Agreement 7,177,500 within 5 working days after the Huaqiao Mansion (25% of the consideration) Acquisition Agreement becomes effective 11,484,000 within 1 month after the date on which the transfer (40% of the consideration) of the entire equity interests in Huaqiao Mansion is duly completed (please see paragraph 6 below) 5,742,000 within 3 months after the date on which the (20% of the consideration) transfer of the entire equity interests in Huaqiao Mansion is duly completed (please see paragraph 6 below)

Carrianna Shenzhen has agreed to acquire 45% of the equity interests in Huaqiao Mansion at a consideration of RMB23,490,000 (HK$22,160,377)

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LETTER FROM THE BOARD

The consideration will be funded by internal resources of the Group and paid in cash to the designated bank account(s) of Foshan SASAC according to the following schedule:

Amount

Time of Payment

(in RMB) 3,523,500 within 5 working days after signing of the Huaqiao (15% of the consideration) Mansion Acquisition Agreement 5,872,500 within 5 working days after the Huaqiao Mansion (25% of the consideration) Acquisition Agreement becomes effective 9,396,000 within 1 month after the date on which the transfer (40% of the consideration) of the entire equity interests in Huaqiao Mansion is duly completed (please see paragraph 6 below) 4,698,000 within 3 months after the date on which the (20% of the consideration) transfer of the entire equity interests in Huaqiao Mansion is duly completed (please see paragraph 6 below)

The book value of the entire equity interests in Huaqiao Mansion, as at 31 July 2004, was at a negative asset of RMB7,078,055 (HK$6,677,410). The net profits before taxation and extraordinary items attributable to the entire equity interests in Huaqiao Mansion for the financial years ended 31 December 2002 and 31 December 2003 were RMB2,566,250 (HK$2,420,990) and RMB4,464,945 (HK$4,212,212), respectively, and the net profits after taxation and extraordinary items attributable to the entire equity interests in Huaqiao Mansion for the financial years ended 31 December 2002 and 31 December 2003 were RMB2,566,250 (HK$2,420,990) and RMB4,464,945 (HK$4,212,212), respectively.

There is a discrepancy between the valuation amount of Huaqiao Mansion as set out in its asset and liability appraisal report and its book value because the valuation involves the revaluation of the relevant land and buildings as well as a valuation of certain goodwill.

5. Guarantee

Each of the Company and Carrianna Shenzhen has agreed to provide a cross-guarantee to Foshan SASAC as security for their respective obligation to pay the consideration under the Huaqiao Mansion Acquisition Agreement. In addition, Carrianna Holdings Limited, a wholly-owned subsidiary of the Company, would also provide a separate guarantee to Foshan SASAC as security for the obligation of payment of the consideration of the Company and Carrianna Shenzhen under the Huaqiao Mansion Acquisition Agreement.

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LETTER FROM THE BOARD

6. Effective Date

The Huaqiao Mansion Acquisition Agreement is effective from the date of approval by the Bureau of Foreign Trade and Economic Co-operation（對外貿易經濟合作部門）(the “ Effective Date ”). The Parties have agreed that they would apply to the Administration Bureau of Industry and Commerce for registration in respect of the transfer of the entire equity interests in Huaqiao Mansion within 3 days after the Effective Date. The date on which the transfer of the entire equity interests in Huaqiao Mansion is duly completed would be the date of approval from the Administration Bureau of Industry and Commerce.

7. Conditions precedent

The Huaqiao Mansion Acquisition Agreement is conditional upon the obtaining of the approval of the Bureau of Foreign Trade and Economic Co-operation（對外貿易經濟合作 部門）in Foshan and Guangdong Province.

8. Cut-off Date

The Parties have agreed to transfer out certain unwanted assets and liabilities with a net asset value of approximately RMB4,260,000 (HK$4,018,867), which relate primarily to staff quarter and doubtful debts.

If the Effective Date falls on a date before 31 December 2004 and that both of the Company and Carrianna Shenzhen have by then paid 40% of their respective portions of the total consideration under the Huaqiao Mansion Acquisition Agreement, the Parties have agreed that the cut-off date for the transfer of the entire equity interests in Huaqiao Mansion (after taking out the agreed unwanted assets and liabilities) (the “ Cut-off Date ”) would be set on 31 December 2004. If not, the Parties shall set the Cut-off Date separately, but in any event, the Cut-off Date should fall on a date within 10 days after the Effective Date. The Parties have agreed that they would prepare the assets transfer list and the relevant audited accounts in accordance with the valuation reports prepared by the Valuer as mentioned in section E below. The Parties have further agreed that all of the rights and liabilities in connection with the equity interests in Huaqiao Mansion that may arise on or after the Cutoff Date shall be borne by the Company and Carrianna Shenzhen whilst the rights and liabilities that may arise before the Cut-off Date shall be borne by Foshan SASAC.

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LETTER FROM THE BOARD

9. Termination

The Huaqiao Mansion Acquisition Agreement shall be automatically terminated if it is not approved by the relevant governmental authorities. The Company and Carrianna Shenzhen shall not be liable to Foshan SASAC as a result of such termination. Any consideration which have already been paid to Foshan SASAC under the Huaqiao Mansion Acquisition Agreement would be refunded to the Company and Carrianna Shenzhen in full in the event of such termination.

10. Other significant terms

Existing employees: The Company and Carrianna Shenzhen have undertaken that simultaneously with the discharge of the labor contracts with the employees of Huaqiao Mansion in accordance with the Huaqiao Mansion Acquisition Agreement, they will continue to employ no less than 90% of the high-ranking and middle-level management staff of Huaqiao Mansion and no less than 80% of the original staff members of Huaqiao Mansion for a period of no less than three years. The Company and Carrianna Shenzhen shall confirm the list of staff to be retained according to the above ratio within three months from the Cut-off Date.

Handover management team: The parties have agreed to set up a handover management team comprising of 2 representatives from Foshan SASAC, 1 representative from the Company and 1 representative from Carrianna Shenzhen during the period between the Effective Date and the date on which the aggregate consideration has been paid by the Company and Carrianna Shenzhen with a view to manage the operational activities and expenses, human resources, supervise and govern the use of the seals of Huaqiao Mansion. Any single payment of RMB50,000 or more drawn from the accounts of Huaqiao Mansion during that period shall be approved by this handover management team in advance.

Warranty to title: Foshan SASAC has warranted that it has the legal title to the entire equity interests in Huaqiao Mansion, it possesses lawful operation and management right in respect thereof and it has full and valid right of disposal with respect to the entire equity interests in Huaqiao Mansion. Foshan SASAC has also warranted that the title to the entire equity interests in Huaqiao Mansion to be transferred to the Company and Carrianna Shenzhen will be free and clear of any form of security (save as previously disclosed, if any), nor is there any property preservation or enforcement measures such as foreclosure or freezing order made by any judicial organ or administrative organ.

Lock-up period: Subject to the full payment of the consideration by the Company and Carrianna Shenzhen, each of the Company and Carrianna Shenzhen is entitled to transfer no more than 20% of its equity interests in Huaqiao Mansion within three years from the first

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LETTER FROM THE BOARD

anniversary of the date on which the transfer of entire equity interests in Huaqiao Mansion is duly completed; prior to such transfer, the Company and Carrianna Shenzhen shall notify Foshan SASAC. Subject to the full payment of the consideration by the Company and Carrianna Shenzhen, the transfer of equity interests of Huaqiao Mansion to any of the wholly-owned subsidiaries of the Company and Carrianna Shenzhen shall not be subject to the above time frame or ratio.

Transfer of land use right: Within 15 days from the date on which the transfer of the entire equity interests in Huaqiao Mansion is duly completed, the Company and Carrianna Shenzhen shall apply to the land administrative department in respect of the formalities for transfer of land use right of the land on which the Hotel is located . According to the asset appraisal report entitled Fo Ming Zi Ping Bao Zi (2004) No. 161, the land use term of the above land shall be 40 years, subject to confirmation by the State Land Administrative Department.

C. UNITED CORPORATION ACQUISITION AGREEMENT

1. Date

25 November 2004

2. Parties

• (i) The Company

• (ii) Carrianna Shenzhen

• (iii) Foshan SASAC

3. Asset to be acquired

The entire equity interests in United Corporation.

United Corporation has obtained a State-owned Land Use Certificate (Fo Fu Guo Yong (2001) No.06000221762) for the land use right in respect of a plot of land at 14 Zu Miao Road, Foshan Municipal, the PRC. United Corporation has also obtained a Property Ownership Certificate (Property Ownership Zi No. 1124028), a Property Ownership Certificate (Property Ownership Zi No. C0487019), a Property Ownership Certificate (Property Ownership Zi No. 1124030), a Property Ownership Certificate (Property Ownership Zi No.1124031), a Property Ownership Certificate (Property Ownership Zi No. 1124033), a Property Ownership Certificate (Property Ownership Zi No. 1124034) and a Property Ownership Certificate (Property Ownership Zi No. C0487018) in respect of different buildings erected on the above plot of land.

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LETTER FROM THE BOARD

4. Consideration

The total consideration for the sale of the entire equity interests in United Corporation is RMB9,300,000 (HK$8,773,585).

The Company has agreed to acquire 55% of the equity interests in United Corporation at a consideration of RMB5,115,000 (HK$4,825,472).

The consideration will be funded by internal resources of the Group and paid in cash to the designated bank account(s) of Foshan SASAC according to the following schedule:

Amount Time of Payment (in RMB) 767,250 within 5 working days after execution of the (15% of the consideration) United Corporation Acquisition Agreement 1,278,750 within 5 working days after the United Corporation (25% of the consideration) Acquisition Agreement becomes effective 2,046,000 within 1 month after the date on which the transfer (40% of the consideration) of the entire equity interests in United Corporation is duly completed 1,023,000 within 3 months after the date on which the (20% of the consideration) transfer of the entire equity interests in United Corporation is duly completed

Carrianna Shenzhen has agreed to acquire 45% of the equity interests in United Corporation at a consideration of RMB4,185,000 (HK$3,948,113).

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LETTER FROM THE BOARD

The consideration will be funded by internal resources of the Group and paid in cash to the designated bank account(s) of Foshan SASAC according to the following schedule:

Amount Time of Payment (in RMB) 627,750 within 5 working days after signing of the United (15% of the consideration) Corporation Acquisition Agreement 1,046,250 within 5 working days after the United Corporation (25% of the consideration) Acquisition Agreement becomes effective 1,674,000 within 1 month after the date on which the transfer (40% of the consideration) of the entire equity interests in United Corporation is duly completed 837,000 within 3 months after the date on which the (20% of the consideration) transfer of the entire equity interests in United Corporation is duly completed

The book value of the entire equity interests in United Corporation as at 31 July 2004 was RMB14,997,118 (HK$14,148,225). The net profits/losses before taxation and extraordinary items attributable to the entire equity interests in United Corporation for the financial years ended 31 December 2002 and 31 December 2003 were a loss of RMB3,178,779 (HK$2,998,848) and a profit of RMB194,502 (HK$183,492), respectively, and the net profits/losses after taxation and extraordinary items attributable to the entire equity interests in United Corporation for the financial years ended 31 December 2002 and 31 December 2003 were a loss of RMB3,178,779 (HK$2,998,848) and a profit of RMB194,502 (HK$183,492), respectively.

5. Cut-off Date

The Parties have agreed to transfer out certain unwanted assets and liabilities with a net asset value of approximately RMB5,200,000 (HK$4,905,660), which relate primarily to staff quarter, investment and doubtful debts.

If the Effective Date falls on a date before 31 December 2004 and that both of the Company and Carrianna Shenzhen have by then paid 40% of their respective portions of the total consideration under the United Corporation Acquisition Agreement, the Parties have agreed that the cut-off date for the transfer of the entire equity interests in United Corporation (after taking out the agreed unwanted assets and liabilities) (the “ Cut-off Date ”) would be

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LETTER FROM THE BOARD

set on 31 December 2004. If not, the Parties shall set the Cut-off Date separately, but in any event, the Cut-off Date should fall on a date within 10 days after the Effective Date. The Parties have agreed that they would prepare the assets transfer list and the relevant audited accounts in accordance with the valuation report prepared by the Valuer as mentioned in section E below. The Parties have further agreed that all of the rights and liabilities in connection with the entire equity interests in United Corporation that may arise on or after the Cut-off Date shall be borne by the Company and Carrianna Shenzhen whilst the rights and liabilities that may arise before the Cut-off Date shall be borne by Foshan SASAC.

The terms of the “Guarantee”, “Effective Date”, “Conditions precedent”, “Termination”, and other significant terms under the United Corporation Acquisition Agreement are similar to those under the Huaqiao Mansion Acquisition Agreement.

D. SUPPLEMENTAL AGREEMENT

1. Date

25 November 2004

2. Parties

• (i) The Company

• (ii) Carrianna Shenzhen

• (iii) Foshan SASAC

3. Background Information and major terms of the Supplemental Agreement

Background Information: In order to amend or supplement certain terms of the Huaqiao Mansion Acquisition Agreement and United Corporation Acquisition Agreement, the Parties have entered into the Supplemental Agreement.

Inseparable agreements: The Parties have agreed that the transactions as contemplated under the Huaqiao Mansion Acquisition Agreement and United Corporation Acquisition Agreement constitute one inseparable transaction. The aggregate consideration for the transfer of the entire equity interests in Huaqiao Mansion and United Corporation is RMB61,500,000 (HK$58,018,868).

Conditions precedent: The Huaqiao Mansion Acquisition Agreement and United Corporation Acquisition Agreement are inter-conditional upon completion of each other.

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LETTER FROM THE BOARD

E. PRICING BASIS

The Group successfully bidded for the entire equity interests in Huaqiao Mansion and United Corporation in a tender process in accordance with the PRC laws because the Acquisition involves the transfer of state assets（國有資產）. The tender document which was issued by 佛山市公盈投 資控股有限公司 (Foshan Municipal State Investment Company Limited) specified that the tender price had to be not less than 110% of the valuation amount of the respective entire equity interests in Huaqiao Mansion and United Corporation. The actual consideration for the Acquisition is at an approximate 10% premium over the valuation amount. The aggregate valuation amount of the entire equity interests in Huaqiao Mansion and United Corporation was RMB55,580,000 (HK$52,433,962) as at 31 July 2004, and is set out in an asset and liability appraisal report of Huaqiao Mansion (Fo Cheng Ping Bao Zi (2004) No. 69) and an asset and liability appraisal report of United Corporation (Fo Cheng Ping Bao Zi (2004) No. 70), prepared by the Valuer. The Valuer was hired by the Foshan Muncipal People’s Government. The Valuer is an independent third party not connected to any of the directors, chief executive or substantial shareholders of the Company or any of its subsidiaries, or their respective associates as defined under the Listing Rules. The revenue attributable to the entire equity interests in Huaqiao Mansion and United Corporation for the year ended 31 December 2003 was RMB41,158,876 (HK$38,829,128). The Acquisition would have no immediate financial impact on the Group. However, given the potentials of the Hotel and its related restaurant business, the Directors expect that the Acquisition would have a positive impact on the net worth of the Group if the business is promising in the future.

F. REASONS FOR AND BENEFITS EXPECTED TO ACCRUE TO THE COMPANY AS A RESULT OF THE ACQUISITION

The Group is principally engaged in the manufacture, trading and distribution of garments, operation of restaurant and food business and property investment and development. Huaqiao Mansion is principally engaged in the operation of tourism related business, restaurants, healthcare beauty business, sauna, gym, swimming pool and entertainment clubs in the PRC, whereas United Corporation is principally engaged in the operation of tourism related business, entertainment clubs, and laundry business. Upon completion of the Acquisition, United Corporation and Huaqiao Mansion will become wholly-owned subsidiaries of the Company. It has been the Group’s on-going strategy to expand its existing restaurant and food business, and property investment businesses. To this end, the Company has been identifying strategic locations for new target properties and restaurants for investment, as well as exploring other expansion opportunities, including acquisition of interests in hotels, restaurants and entertainment centres. As more than 70% of the profits attributable to the Hotel come from its restaurant operations and rental of restaurants, entertainment clubs and sauna/ massage parlor which are part of the Hotel, the Acquisition would enable the Group to expand its restaurant and property investment businesses. With its previous experience in operating short-term

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LETTER FROM THE BOARD

accommodation for business travellers, the Directors consider that the Group has the relevant expertise and experience in operating the Hotel. The Directors plan to expand the Hotel and upgrade the standard of the management of the Hotel by hiring experienced hotel management personnel.

Based on the above, the Directors believe that the Company can substantially improve the restaurant business and other operations of the Hotel and thereby improve the earning potentials of the Hotel. Hence, the Directors consider that the Acquisition is in the interests of the Company.

G. ADDITIONAL INFORMATION

Your attention is drawn to the addition information set out in the appendix to this circular.

Yours faithfully,

For and on behalf of the Board

Tak Sing Alliance Holdings Limited Ma Kai Cheung Chairman

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STATUTORY AND GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS IN SECURITIES

Directors’ Interests

As at the Latest Practicable Date, the interests of the Directors and chief executives 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 they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO to be entered in the register referred therein or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code were as follow:

Long positions in shares

(a) The Company

		Number of Shares	Number of Shares	held		Percentage of
		And nature of interest				the Company’s
Name of		Personal	Family	Other		issued share
director	Capacity	interests	interests	interests	Total	capital
Ma Kai Cheung	Beneficial owner,	29,510,000	8,100,000	259,129,025	296,739,025	40.18
	interest of spouse,		(note 1)	(note 2)
	beneficiary of trust
Ma Kai Yum	Interest of spouse and	–	2,700,000	101,201,040	103,901,040	14.07
	beneficiary of trust		(note 3)	(notes 4 & 5)
Ng Yan Kwong	Beneficial owner	4,000,000	–	–	4,000,000	0.54
Yip Hing Chung	Beneficial owner	1,770,000	–	–	1,770,000	0.24

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STATUTORY AND GENERAL INFORMATION

APPENDIX

Notes:

• (1) The Shares were owned by Cheung Lin Kiu, the spouse of Ma Kai Cheung.

• (2) Ma Kai Cheung and his family are the objects of a discretionary trust which effectively owns the entire issued share capital of Regent World Investments Limited (“Regent World”) and 70% of the entire issued share capital of Bond Well Investments Limited (“Bond Well”). At the Latest Practicable Date, Regent World owned 184,121,625 Shares and Bond Well owned 75,007,400 Shares.

• (3) The Shares were owned by Kwok Kit Mei, the spouse of Ma Kai Yum.

• (4) Ma Kai Yum and his family are the objects of a discretionary trust which effectively owns the entire issued share capital of Grand Wealth Investments Limited (“Grand Wealth”) and Peaceful World Limited (“Peaceful World”). At the Latest Practicable Date, Grand Wealth owned 74,651,040 Shares and Peaceful World owned 19,050,000 Shares.

• (5) Peaceful World owns the entire issued share capital of Real Potential Limited (“Real Potential”). At the Latest Practicable Date, Real Potential owned 7,500,000 Shares. The interests of Real Potential in the Company are therefore deemed to be the interests of Peaceful World in which Ma Kai Yum is also deemed to have interests for the reason as stated in note 4 above.

(b) Subsidiaries

					Percentage of the
					Company’s issued
Name of	Name of		Number of	Type of	share capital
subsidiaries	director	Capacity	shares held	shares	(ordinary shares)
Amica Development	Ma Kai Yum	Beneficial owner	10,000	Ordinary	10
Limited
Carrianna Chiu Chow	Ma Kai Yum	Beneficiary of trust	15,000	Ordinary	1.5
Restaurant (T.S.T.)
Limited
Carrianna Chiu Chow	Yip Hing Chung	Beneficial owner	100,000	Ordinary	10
Restaurant (T.S.T.)
Limited
Ginza Development	Ma Kai Cheung	Beneficial owner	15	Ordinary	2.5
Company Limited

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APPENDIX

STATUTORY AND GENERAL INFORMATION

					Percentage of the
					Company’s issued
Name of	Name of		Number of	Type of	share capital
subsidiaries	director	Capacity	shares held	shares	(ordinary shares)
Ginza Development	Ma Kai Yum	Beneficiary of trust	18	Ordinary	3
Company Limited
Ginza Development	Yip Hing Chung	Beneficial owner	30	Ordinary	5
Company Limited
Gartrend Development	Ma Kai Cheung	Beneficial owner	500,000	Non-voting	N/A
Limited				deferred
Gartrend Development	Ma Kai Yum	Beneficial owner	500,000	Non-voting	N/A
Limited				deferred
Tak Sing Alliance	Ma Kai Cheung	Beneficial owner	9,000	Non-voting	N/A
Limited				deferred
Tak Sing Alliance	Ma Kai Yum	Beneficial owner	1,000	Non-voting	N/A
Limited				deferred

In addition to the above, Ma Kai Cheung and Ma Kai Yum have non-beneficial personal equity interests in certain subsidiaries held for the benefit of the Group solely for the purpose of complying with their minimum company membership requirements.

(c) Associated Corporation

			Number of	Percentage of the
Name of associated			ordinary	Company’s issued
corporation	Name of director	Capacity	shares held	share capital
Carrianna (Thailand)	Ma Kai Cheung	Beneficial owner	86,400	3
Company Limited
Carrianna (Thailand)	Ma Kai Yum	Beneficial owner	54,000	2
Company Limited

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STATUTORY AND GENERAL INFORMATION

APPENDIX

All the interests stated above represent long positions. Save as disclosed above, none of the directors or chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code as at the Latest Practicable Date.

Interests of Substantial Shareholders and Other Persons

As at the Latest Practicable Date, according to the register kept by the Company under section 336 of the SFO and so far as was known to the Directors, the following persons or corporations (other than a Director or chief executive of the Company) had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Long positions in shares

				Percentage of the
Name of			Number of	Company’s issued
shareholder	Capacity	Notes	Shares held	share capital
East Asia International	Trustee	a	360,330,065	48.78
Trustees Limited
Golden Yield Holdings	Interest in controlled	b	259,129,025	35.08
Limited	corporations
Wealthy Platform	Interest in controlled	c	101,201,040	13.70
Limited	corporations
Regent World	Holding corporation	b	184,121,625	24.93
Investments Limited
Bond Well Investments	Holding corporation	b	75,007,400	10.15
Limited
Grand Wealth	Holding corporation	c	74,651,040	10.11
Investments Limited

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STATUTORY AND GENERAL INFORMATION

APPENDIX

Notes:

• a. East Asia International Trustees Limited (“EAIT”) is the trustee of a discretionary trust of which Mr. Ma Kai Cheung and his family are the objects and through its wholly-owned subsidiary, Golden Yield Holdings Limited (“Golden Yield”), was indirectly interested in 259,129,025 Shares. EAIT is also the trustee of a discretionary trust of which Mr. Ma Kai Yum and his family are the objects and through its wholly-owned subsidiary, Wealthy Platform Limited (“Wealthy Platform”), was indirectly interested in 101,201,040 Shares. As at the Latest Practicable Date, EAIT was effectively interested in a total of 360,330,065 Shares.

• b. Golden Yield, which owns the entire issued share capital of Regent World and 70% of the entire issued share capital of Bond Well, was indirectly interested in a total of 259,129,025 Shares. The total number of Shares held by both Regent World and Bond Well are the same block of shares as disclosed in “Other interests” of Mr. Ma Kai Cheung under the section headed “Disclosure of Interests in Securities” set out above.

• c. Wealthy Platform, which owns the entire issued share capital of Grand Wealth and Peaceful World and indirect owns the entire issued share capital of Real Potential through Peaceful World, was indirectly interested in 101,201,040 Shares. The total number of Shares held by Grand Wealth, Peaceful World and Real Potential are the same block as disclosed in “Other interests” of Mr. Ma Kai Yum under the section headed “Disclosure of Interests in Securities” set out above.

3. LITIGATION

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

4. DIRECTORS’ SERVICE CONTRACTS

Ma Kai Cheung has entered into a service contract with the Company. The contract has no fixed term of engagement and is subject to termination by either party giving three months’ notice in writing.

Ng Yan Kwong has entered into a service contract with the Company. The contract has no fixed term of engagement and is subject to retirement by rotation required by the Company’s Byelaws and termination by either party giving three months’ notice in writing.

Ma Kai Yum had no service contract with the Company at the Latest Practicable Date.

The non-executive director and the independent non-executive directors of the Company had no service contract with the Company as at the Latest Practicable Date. They have been appointed for a term subject to retirement by rotation as required by the Company’s Bye-laws.

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STATUTORY AND GENERAL INFORMATION

APPENDIX

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, none of the Directors or their respective associates (as defined in the Listing Rules) had any interest in a business competes or is likely to compete directly or indirectly with the business of the Group.

6. MISCELLANEOUS

• (a) The registered office of the Company is located at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

• (b) The head office and principal place of business in Hong Kong of the Company is located at 26th Floor, Phase II, Wyler Centre, 200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong.

• (c) The principal share registrars and transfer office of the Company is The Bank of Bermuda Limited of 6 Front Street, Hamilton HM11, Bermuda.

• (d) The Hong Kong branch share registrars and transfer office of the Company is Tengis Limited of G/F., Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (e) Mr. Ng Yan Kwong, who is a member of the Hong Kong Institute of Certified Public Accountants and the CPA Australia, is the secretary and qualified accountant of the Company.

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

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