Sunfonda Group Holdings Limited — Proxy Solicitation & Information Statement 2019

Jun 27, 2019

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Sunfonda Group Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01771)

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF LAND USE RIGHTS

28 June 2019

CONTENTS

		Page
Definitions . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from the **	Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I –	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . .	App I-1
Appendix II –	Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	App II-1
Appendix III –	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	App III-1

• i -

DEFINITIONS

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

• “Announcement” the announcement of the Company dated 10 May 2019 in connection with the Land Acquisition;

• “Board” the board of Directors; “Company” Sunfonda Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange;

• “connected person(s)” has the meaning ascribed to it under the Listing Rules; “Controlling Shareholder(s)” has the meaning ascribed thereto under the Listing Rules and, unless the context otherwise requires, means Mr. Wu, Ms. Chiu, Golden Speed, Win Force and Top Wheel and any one of them;

• “Director(s)” the director(s) of the Company; “Golden Speed” Golden Speed Enterprises Limited, an investment holding company incorporated under the laws of the British Virgin Islands on 11 January 2011, which is wholly owned by Mr. Wu and is a Controlling Shareholder;

• “Group” the Company and its subsidiaries from time to time; “HK$” or “HKD” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Land Acquisition” on 1 March 2018, Zongtai Industrial, a subsidiary of the Company, and the Land Bureau entered into a state-owned construction land use right grant contract. Pursuant to the terms of the contract, the Land Bureau granted the land use rights of land lot CB2-4-768 which is located at south of Ouya Second Road and the east of Beichen Road in Xi’an Chanba Ecological District, to Zongtai Industrial, at an aggregate consideration of RMB159,140,000;

• “Latest Practicable Date” 25 June 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular;

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

• 1 -

DEFINITIONS

“Mr. Wu”	Mr. Wu Tak Lam, the Chairman of the Board of the Company, an
	executive Director, a Controlling Shareholder and the husband of
	Ms. Chiu;
“Ms. Chiu”	Ms. Chiu Man, the chief executive officer of the Group, an
	executive Director, a Controlling Shareholder and the wife of Mr.
	Wu;
“PRC”	the People’s Republic of China;
“RMB”	Renminbi, the lawful currency of the PRC;
“SFO”	Securities and Futures Ordinance, Chapter 571 of the Laws of Hong
	Kong;
“Zongtai Industrial” or the	Shaanxi Zongtai Industrial Development Co., Ltd.* (陝西宗泰實業
“Purchaser”	發展有限公司), a company established in the PRC with limited
	liability;
“Share(s)”	ordinary share(s) of US$0.0001 each in the share capital of the
	Company or if there has been a subsequent subdivision,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company;
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary(ies)”	has the meaning ascribed to it under the Listing Rules;
“Subject Land Use Rights”	the land use rights of land lot CB2-4-768 which is located at south
	of Ouya Second Road and the east of Beichen Road in Xi’an
	Chanba Ecological District;
“Top Wheel”	Top Wheel Limited, a limited liability company incorporated under
	the laws of the British Virgin Islands on 1 February 2011 and a
	Controlling Shareholder;
“US$” or “USD”	lawful currency of the United States;
“Land Bureau” or the “Vendor(s)”	Xi’an Municipal Bureau of Land and Resources of Shaanxi
	Province, the PRC;
“Westernrobust”	Westernrobust Company Limited, owned by Cantrust (Far East)
	Limited as a trustee pursuant to the Management Trust;

• 2 -

DEFINITIONS

“Win Force” Win Force Enterprises Limited, an investment holding company incorporated under the laws of the British Virgin Islands on 11 January 2011, which is wholly owned by Ms. Chiu and is a Controlling Shareholder; and “%” per cent.

• denotes English translation of the name of a Chinese company, and is provided for identification purposes only.

Unless otherwise specified in this circular and for the purpose of illustration only, HKD is converted into RMB at the rate of HK$1.00 = RMB0.8814 and USD is converted into RMB at the rate of USD1.00 = RMB6.8806. No representation is made that any amounts in RMB have been or could be converted at the above rate or at any other rates or at all.

• 3 -

LETTER FROM THE BOARD

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SUNFONDA GROUP HOLDINGS LIMITED 新豐泰集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01771)

Executive Directors: Registered Office: Mr. Wu Tak Lam (Chairman of the Board) Grand Pavilion, Hibiscus Way Ms. Chiu Man (Chief Executive Officer) 802 West Bay Road Mr. Gou Xinfeng P.O. Box 31119 Ms. Chen Wei KY1-1205 Cayman Islands

Independent Non-executive Directors:

Mr. Liu Jie Mr. Song Tao Dr. Liu Xiaofeng

Principal Place of Business in Hong Kong: Suite 3, 22/F, Sino Plaza 255-257 Gloucester Road Causeway Bay, Hong Kong

28 June 2019

To the Shareholders

Dear Sir/Madam,

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF LAND USE RIGHTS

INTRODUCTION

References are made to the Announcement of the Company in relation to the Land Acquisition. On 1 March 2018, Zongtai Industrial, a subsidiary of the Company, and the Land Bureau entered into a stateowned construction land use right grant contract. Pursuant to the terms of the contract, the Land Bureau granted the Subject Land Use Rights to Zongtai Industrial, at an aggregate consideration of RMB159,140,000.

The purpose of this circular is to provide the Shareholders with, among other things, further details of the Land Acquisition and other information required under the Listing Rules.

• 4 -

LETTER FROM THE BOARD

LAND USE RIGHTS GRANT CONTRACT

Date:

1 March 2018

Parties:

Zongtai Industrial, a subsidiary of the Company (as the Purchaser)

The Land Bureau (as the Vendor)

The Land Bureau is a department of the People’s Government of Xi’an. The main duties of the Land Bureau are: to implement the laws, regulations and rules in relation to the land and mineral resources of Shaanxi Province, the PRC; to formulate the allocation, grant, leasing, pricing, transfer and trading of land use rights in the whole city; to examine the qualification of land appraisal agencies, to determine the price of land use rights, and to undertake other works assigned by the municipal government, etc.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Land Bureau and its ultimate beneficial owners are independent third parties other than the Company’s connected persons.

Subject Land Use Rights:

The land use rights of land lot CB2-4-768 which is located at south of Ouya Second Road and the east of Beichen Road in Xi’an Chanba Ecological District, with a total site area of 22,008.45 square meters. The land was granted for commercial purpose for a term of 40 years.

Consideration and terms of payment:

• RMB159,140,000, which was determined by means of open bidding and online bidding.

The consideration shall be payable by the Purchaser to the Vendor in a lump sum payment within 60 days from the date of signing the land grant contract.

Funding of the consideration: The consideration shall be funded by the internal resources of the Group.

Time of completion of the 27 April 2018 transaction

BASIS FOR DETERMINING THE CONSIDERATION

The Land Bureau grants the land use rights of state-owned construction land through the process of “Tender, Auction and Quotation” according to the Land Administration Law 《土地管理法》( ), the Urban Real Estate Administration Law 《城市房地產管理法》( ), the Regulations on the Assignment of State-Owned Land Use Rights by Tender, Auction and Quotation 《招標拍賣掛牌出讓國有土地使用權規定》( ) and the

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LETTER FROM THE BOARD

relevant laws and regulations. The bidders shall openly bid at the specified time and place. In accordance with the principle of “highest bidder will win”, the Land Bureau determines the purchaser of the land use rights of the state-owned construction land based on the bidding prices. Given that Zongtai Industrial determined the total transaction price by means of open bidding and online bidding, the Directors are of the view that the terms of the state-owned construction land use right grant contract are on normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.

BASIC INFORMATION OF THE COMPANY

The Company is a limited liability company incorporated in the Cayman Islands. The Company is a luxury and ultra-luxury automobile dealership group in Northwestern China, which has been listed on the Main Board of the Stock Exchange since 15 May 2014. The Purchaser, being Zongtai Industrial, is a subsidiary of the Company. Its business includes sales of automobiles, auto parts and hardware and electrical equipment, property development and relevant business, etc.

BASIC INFORMATION OF THE SUBJECT LAND USE RIGHTS

Please refer to Appendix II – Valuation Report for basic information of the Subject Land Use Rights.

FINANCIAL IMPACT ON THE GROUP

Immediately following the completion of the acquisition of land use rights, the Group shall pay the land grant price of RMB159,140,000 with its internal funds. As at 31 December 2018, the Group has paid the land grant price of RMB159,140,000 and the land deed tax of RMB4,774,000, as a result, the land use rights in the Group’s non-current assets increased by RMB163,914,000, while the total assets and liabilities were not materially affected. The Company believes that the Group’s earnings will not be materially affected immediately after the completion of the acquisition of land use rights.

REASONS FOR AND BENEFITS OF THE LAND ACQUISITION

The Group is principally engaged in provision of a comprehensive range of automobile sales and services, including (i) sale of automobiles, both imported and domestically manufactured; (ii) after-sales services, including maintenance and repair services, sales of spare parts and automobile detailing services; (iii) other value-added services, including automobile insurance agency services, automobile financing agency services and automobile licensing services.

With the increasing customer base of the Group’s services and the diversification of customer needs, it is becoming more and more realistic for the Group to provide one-stop services to its customers in order to further expand the coverage of customer needs. The Group is actively applying for more outstanding brand authorizations, and meanwhile by leveraging the geographical and business advantages of its headquarter, it plans to introduce about five 2S stores of high-end automobile brands, boutique experience centers of integrated automobile brands, used car trading centers, and automobile culture experience centers and related derivative business, and as well as other small amount of supporting businesses such as retail, catering, etc. To this end, Zongtai Industrial, a subsidiary of the Company, acquired a parcel of state-owned construction land near the headquarter to build the “FUN TIME LANE (豐泰里)” automobile street zone project to cater for diversified customer needs.

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LETTER FROM THE BOARD

According to the preliminary plan of the “FUN TIME LANE (豐泰里)” automobile street zone project, the Company plans to introduce five 2S stores of high-end automobile brands to attract more customers to purchase new cars, thereby further enhancing the sales volume and amount of new vehicles of the Group as well as the income from its derivative businesses. The Company also plans to operate used car trading centers, which can also increase the income from used car trading and derivative services in addition to more business opportunities arising from the replacement of the new vehicles. Further, the Company plans to introduce automobile culture experience centers and related derivative business as well as other small amount of supporting businesses such as retail, catering, etc. On the one hand, the existing customers can spend money on their daily and personal consumption here when purchasing, replacing, repairing and maintaining their vehicles, thus further enhancing their experience. On the other hand, the potential customers will have stronger perceptions of vehicle purchase, replacement, repair and maintenance in the future in their daily consumption. In the future, the “FUN TIME LANE (豐泰里)” automobile street zone project, once completed, will attract more customers to purchase, replace, repair and maintain vehicles and expand the scale of vehicle sales and services business of the Group, thus further expanding the main business and operating sale points of the Group. In addition, in the “FUN TIME LANE (豐泰里)” automobile street zone, customers can also spend money on their personal consumption in the automobile culture experience centers, retail and catering stores in addition to vehicle purchase, replacement, repair and maintenance, so as to further enhance customer experience while expanding the Group’s main business.

At present, the “FUN TIME LANE (豐泰里)” automobile street zone project is at the stage of further planning and design, for which the Group is actively applying for construction permit, and the preliminary excavation work of the basement is in progress. It is expected to be completed by the end of 2021.

The Land Acquisition will not only further enrich the land resources of the Group, what’s more, it will further expand the Group’s main business and operating sale points. In addition, the “FUN TIME LANE (豐泰里)” automobile street zone project, once completed in the future, will not only provide customers with a full range of one-stop services, further enhance customer satisfaction and experience, but also make full use of the geographical and business advantages of the headquarter to further enhance the economical efficiency of business operations and realize economies of scale, thus providing strong support for the development and upgrading of the main business of the Group.

The Directors believe that the Land Acquisition will help further expand the main business and operating sale points of the Group and is in line with the business development plans and strategies of the Company. The Directors are of the view that the terms of the state-owned construction land use right grant contract are on normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.

REQUIREMENTS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules exceed 25% but are less than 75%, the Land Acquisition constitutes a major transaction for the Company and is subject to notification, announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. However, since the Land Acquisition was carried out in the ordinary course of principal business of the Company, and the Company misunderstood the Listing Rules, the Company

• 7 -

LETTER FROM THE BOARD

mistakenly believed that the Land Acquisition did not constitute a notifiable transaction under Chapter 14 of the Listing Rules. Therefore, the failure of the Company to comply with the relevant regulations was inadvertent and unintentional.

Mr. Wu, and Ms. Chiu, both executive Directors and Controlling Shareholders, are interested in, through Top Wheel (a company indirectly owned by Mr. Wu and Ms. Chiu as to 70% and 30%, respectively), an aggregate of 357,574,500 Shares, representing approximately 59.60% of the entire issued share capital of the Company as at 31 December 2018. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, since (i) none of the Shareholders has a material interest in the Land Acquisition and therefore none of the Shareholders is required to abstain from voting if the Company were to convene a general meeting for approving the Land Acquisition; (ii) the Company has obtained a written approval from Top Wheel, Mr. Wu and Ms. Chiu for the approval of the Land Acquisition, no general meeting of the Company is required to be convened for the approval of the Land Acquisition pursuant to Rule 14.44 of the Listing Rules.

RECOMMENDATION

The Directors (including the independent non-executive Directors) are of the view that the Land Acquisition are on normal commercial terms, which are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and would recommend the Shareholders to vote in favour of the resolution to approve the Land Acquisition and the transactions contemplated thereunder if it had been necessary to hold a general meeting for such purpose.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I – Financial Information of the Group; Appendix II – Valuation Report; and Appendix III – General Information.

Yours faithfully, By order of the Board Mr. Wu Tak Lam Chairman of the Board

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for the three years ended 31 December 2016, 2017 and 2018 are disclosed in the annual reports of the Company in respect of the same year dated 30 March 2017 (pages 75-150), 28 March 2018 (pages 84-161) and 26 March 2019 (pages 85-173) respectively, which have been published on the website of the Company (www.sunfonda.com.cn) and the website of the Stock Exchange (www.hkexnews.hk), and which can be accessed by directly the hyperlinks below:

• (1) annual report of the Company for the year ended 31 December 2016 dated 30 March 2017 (pages 75-150):

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0424/LTN201704241381.pdf

• (2) annual report of the Company for the year ended 31 December 2017 dated 28 March 2018 (pages 84-161):

http://www.hkexnews.hk/listedco/listconews/SEHK/2018/0417/LTN20180417931.pdf

• (3) annual report of the Company for the year ended 31 December 2018 dated 26 March 2019 (pages 85-173):

http://www.hkexnews.hk/listedco/listconews/SEHK/2019/0326/LTN201903261292.pdf

2. WORKING CAPITAL

After taking into account the available facilities from banks, the Group’s internally generated funds and cash flows impact of the acquisition of land use rights, in the absence of unforeseeable circumstances, the Directors are of the opinion that the Group has sufficient working capital for its operational needs for at least the next twelve months from the date of this circular.

3. STATEMENT OF INDEBTEDNESS

At the close of business on 31 May 2019, the Group had bank loans and other borrowings of approximately RMB2,272.25 million, of which bank loans was approximately RMB1,396.52 million carrying an interest rate ranged from 3.3% to 7.0%; and other borrowings were approximately RMB875.73 million carrying an interest rate ranged from 3.0% to 8.5%. As at 31 May 2019, certain of our bank loans and other borrowings were secured or pledged by our assets.

As at 31 May 2019, certain bank loans and other borrowings of the Group were secured by the followings: (I) the mortgage over the land use rights, real estate and deposits of the Group with a total carrying amount of RMB1,612.93 million. (II) the mortgage over the bank deposits of the Group with a total carrying amount of approximately HKD16.88 million (equivalent to RMB14.92 million) and a carrying value of USD8.63 million (equivalent to RMB59.76 million).

• App I-1 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities, at the close of business on 31 May 2019, the Group did not have any loan capital issued and outstanding or agreed to be issued, bank overdrafts, loans or other similar indebtedness, liabilities under acceptances or acceptance credits, debentures, mortgages, charges, hire purchases commitments, guarantees or other material contingent liabilities.

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited financial statements of the Group were made up.

5. FINANCIAL AND TRADING PROSPECTS

Positive and Optimistic Forecast on Economic Development Trend in China in 2019

According to the forecast on global retail and e-commerce issued by eMarketer, a market research agency, the total retail sales volume of China is expected to grow by 7.5% to US$5.6 trillion in 2019; while that of the United States is expected to grow by 3.3% to US$5.5 trillion. Although the growth rates of both countries are slowing down, the overall trend of China’s growth rate surpassing that of the United States will continue until 2022.

As shown in an analysis conducted by Bank of America Merrill Lynch, recent comments made by the management of United States enterprises on China’s economy are mostly positive. In addition, the China Activity Coincident Tracker of Bank of America Merrill Lynch recorded a growth of 4.1% year-on-year, which was higher than the growth of 3.0% in November last year. The Tracker measures China’s economic activities by combining data such as power generation, export, retail and others.

The economy of China will grow steadily in 2019. It is expected that the annual GDP growth rate will be around 6.3%, which is approximately 0.3 percentage point lower than that in 2018. In 2019, China’s economic growth is expected to stabilize after a decrease in the earlier period and enter into a steady improvement stage. The growth rate for the first, second, third and fourth quarter will be approximately 6.3%, approximately 6.2%, approximately 6.2% and approximately 6.4%, respectively. China has entered into the key stage where the consumption demand increases continuously, the upgrade of consumption structure accelerates and the driving effect of consumption on the economy grows remarkably stronger. With the successive introduction of favourable consumption policies, it is expected that China’s final consumption will maintain a rising trend in 2019, with a nominal year-onyear growth rate of approximately 8.4%.

Despite the huge potential of China’s automobile consumption market as a whole, under the influence of the relevant policies, the overall sales volume of passenger vehicles in China is still expected to maintain a slight downward trend in 2019.

• App I-2 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

According to the forecast of the China Association of Automobile Manufacturers, new energy automobiles are likely to surpass the target of 1.6 million units in 2019 with a year-on-year increase of approximately 33%. Among which, major luxury brands such as Mercedes-Benz, BMW and Audi will launch a variety of electric vehicles under their respective brands, attracting the attention of numerous consumers.

With sound brand attraction and the launch of various new models as well as appropriate pricing strategies, it is expected that the luxury brand vehicle market will continue to maintain steady growth in 2019 with a growth rate of 9% to 10%.

Xi’an, China Entering into Healthy Development Stage

Xi’an is officially positioned as one of the nine National Central Cities of China, and the government has expressly proposed to “develop Xi’an as a National Central City” in the Development Plan for Urban Cluster of Central Shaanxi Plain 《關中平原城市群發展規劃》( ) published by National Development and Reform Commission.

Under the national strategy of “One Belt One Road”, the development of the northwestern region will be led by Xi’an. It is expected that the comprehensive economic strength and development vitality of Xi’an will enhance significantly in the future.

Further Improvement of Brand Structure

In 2018, the Group stepped forward to introduce the Guangqi Honda brand and Geely New Energy brand (replacing with “DENZA brand”), which are popular brands in China, and newly opened Suzhou FAW-Toyota Store and Lanzhou BMW 4S store in the fourth quarter of 2018. With the addition of such brands and the opening of new stores, the Group has enhanced the coverage in terms of customer demand and moved towards the offering of one-stop service. In 2019, the Group will continue to communicate and cooperate with automobile suppliers of popular brands in China, striving to obtain automobile dealership authorization from more brands and further optimize and improve the brand structure.

Adhered to the Principle of Customer-oriented and Upgraded Customer Experience

In recent years, the Company continued to pay close attention to customer experience and satisfaction. Looking back into 2018, the Group successively launched and organized more than 400 customer appreciation and retention campaigns, and achieved high customer satisfaction. As a result of these campaigns, it is expected that the promotion on WeChat Moments by relevant customers will bring more than 400,000 subscribers and viewers to the Company’s WeChat official account. Through the cooperation between the Group’s Customer Relationship Management (CRM) Department and all brand stores, the attention paid to and investment made on the Customer Experience Enhancement Project increased significantly year-on-year. In particular, for the customer dining ambience, various stores underwent optimization and upgrade with an aim to provide customers with a superior experience. We interviewed our customers on a regular basis, which also allowed the Company to fully satisfy the demand of customers in event planning.

• App I-3 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Precise Investment in Marketing Expenses

The Group has implemented more precise control on marketing expenses, which further reduced the expenses in relation to placement of traditional advertisement on online apps. Meanwhile, the store visit rate and successful conversion rate for inbound marketing online have been enhanced significantly through refined internal management. Random inspection on relevant phone recordings was also conducted regularly by the Customer Relations Management Department so as to timely identify deficiencies of the Sales Department and ensure customer retention. On the other hand, we continued to increase the investment in customer satisfaction and rewarding activities to further magnify the effects of circle marketing. With the concerted efforts of various parties, the overall marketing expenses of the Group in 2018 remained stable year-on-year, achieving a favourable position with increased number of stores in operation, unchanged marketing expenses and enhanced business operating results.

Continuous Expansion of Brand Influence of Sunfonda

The brand influence of “Sunfonda” has been expanding since it was officially recognized as a Shaanxi wellknown trademark in 2015. Meanwhile, the Group has further built up the brand concept of “Sunfonda Volkswagen Family” through a wide range of activities such as various large marathon events, high-end entrepreneur forums and international film festival, thereby continuously expanding its local and even regional influence.

Intelligence Experience Projects

Starting from the fourth quarter of 2018, the Group has invited walk-in customers to register with the Sunfonda membership system by scanning QR code. After registering as members, customers could experience the intelligent aftersale services one after another, including a series of processes such as transparent workshop, transparent work order and transparent maintenance time. The Group has continuously enriched the content of this application and is expected to launch more intelligent projects covering different business needs, including sales of new automobiles, quotation, test-drive booking and distribution of coupons. Other features such as membership points and event promotion will also be added by stages.

Through the promotion for less than a year, the Group continuously focused on the number of registered customers and attracted a large number of customers. The Group will continue to put more focus on this system and steadily develop its intelligent 4S store with a view to further improving customer experience and saving their time, which is expected to reduce the human resources cost of the Group at the same time.

Unfolding New Chapter of Retail Businesses

Sunfonda commenced the construction of “FUN TIME LANE (豐泰里)” automobile street zone project at Chanba Ecological District in northern Xi’an, China in 2019. The overall planning and design of the project, which was carried out by an internationally-renowned design company, adopted and incorporated the concept of openness and innovation. The project plans to introduce high-end automobile boutique stores and used car trading centers, and fully cover hotels, cinemas,

• App I-4 -

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

supermarkets, restaurants and fast-moving businesses, etc. Upon completion, “FUN TIME LANE (豐 泰里)” automobile street zone project will become a shopping destination in Xi’an and the adjacent cities. At the same time, it will provide the Group with a sustainable source of customers and hence successfully unfolding a new chapter for retail businesses.

Upon the completion of the acquisition of land use rights, the land use rights in the Group’s non-current assets increased by RMB163,914,000. Save as the aforesaid, there was no significant impact on the Group’s earnings, total assets and liabilities as a result of the acquisition of land use rights.

• App I-5 -

APPENDIX II

VALUATION REPORT

The following is the text of a letter and valuation report prepared for the purpose of incorporation in this circular received from Cushman & Wakefield Limited, an independent property valuer, in connection with its opinion of market values in existing state of Subject Land Use Rights in the PRC as at 1 March 2018 and 31 May 2019.

16/F Jardine House 1 Connaught Place Central Hong Kong

28 June 2019

The Board of Directors Sunfonda Group Holdings Limited Suite 3, 22/F, Sino Plaza 255-257 Gloucester Road Causeway Bay Hong Kong

Dear Sirs,

• Re: Subject Land Use Rights – The land use rights of land lot CB2-4-768 which is located at south of Ouya Second Road and the east of Beichen Road in Xi’an Chanba Ecological District, Shaanxi Province, the PRC, with a total site area of 22,008.45 square meters. ( 中國陝西省西安 灞生態區歐亞二路以南、北辰大道以東的 CB2-4-768 宗地使用權，總面積 22,008.45 平方米 )

Instructions, Purpose & Valuation Date

In accordance with the instructions from Sunfonda Group Holdings Limited (the “Company”) for us to prepare market valuations of Subject Land Use Rights held by Shaanxi Zongtai Industrial Development Co., Ltd.* (陝西宗泰實業發展有限公司) (“Zongtai Industrial”), a subsidiary of the Company, in the People’s Republic of China (the “PRC”); we confirm that we have carried out inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market values in existing state of Subject Land Use Rights as at 1 March 2018 and 31 May 2019 (the “valuation date”).

Definition of Market Value

Our valuations of Subject Land Use Rights represent its Market Value which in accordance with HKIS Valuation Standards 2017 published by The Hong Kong Institute of Surveyors (“HKIS”) is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

* For identification purpose only.

• App II-1 -

VALUATION REPORT

APPENDIX II

Valuation Basis & Assumptions

Our valuations of Subject Land Use Rights exclude an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of value available only to a specific owner or purchaser.

In the course of our valuations of Subject Land Use Rights held in the PRC, we have prepared our valuations on the basis that transferable land use rights in respect of Subject Land Use Rights for its respective specific term at nominal annual land use fee has been granted and that any premium payable has already been fully paid. We have relied on the information and advice given by the Company regarding the titles to Subject Land Use Rights and the interests in Subject Land Use Rights. In valuing Subject Land Use Rights, we have prepared our valuations on the basis that the owners have enforceable title to Subject Land Use Rights and has free and uninterrupted rights to use, occupy or assign Subject Land Use Rights for the whole of the unexpired terms as granted.

In respect of Subject Land Use Rights situated in the PRC, the status of titles and grant of major certificates, approvals and licences, in accordance with the information provided by the Company, are set out in the notes in the valuation report.

No allowance has been made in our valuations for any charges, pledges or amounts owing on Subject Land Use Rights nor any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, Subject Land Use Rights is valued on the basis of free from encumbrances, restrictions and outgoings of any onerous nature which could affect its value.

Method of Valuation

In valuing Subject Land Use Rights, which is held by Zongtai Industrial for development in the PRC, we have valued Subject Land Use Rights by Direct Comparison Approach by making reference to comparable sales evidences as available in the relevant market, and where appropriate, we have taken into account the expended construction costs.

In valuing Subject Land Use Rights, we have complied with the requirements set out in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and HKIS Valuation Standards 2017.

Source of Information

In the course of our valuations, we have relied to a considerable extent on the information given by the Company in respect of Subject Land Use Rights in the PRC and have accepted advice on such matters as planning approvals or statutory notices, easements, tenure, identification of Subject Land Use Rights, development scheme, construction cost, site and floor areas and all other relevant matters.

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APPENDIX II

VALUATION REPORT

Dimensions, measurements and areas included in the valuation report are based on the information provided to us and are therefore only approximations. We have had no reason to doubt the truth and accuracy of the information provided to us by the Company which is material to the valuation. We were also advised by the Company that no material facts have been omitted from the information provided.

We would point out that the copies of documents provided to us are mainly compiled in Chinese characters and the transliteration into English represents our understanding of the contents. We would therefore advise the Company to make reference to the original Chinese edition of the documents and consult your legal adviser regarding the legality and interpretation of these documents.

Title Investigation

We have been provided by the Company with copies of documents in relation to the current title to Subject Land Use Rights. However, we have not been able to conduct searches to verify the ownership of Subject Land Use Rights or to ascertain any amendment which may not appear on the copies handed to us. We are also unable to ascertain the title of Subject Land Use Rights in the PRC and we have therefore relied on the advice given by the Company.

Site Inspection

Our Xian Office valuer, Ren Jingyu has inspected the exterior and, wherever possible, the interior of Subject Land Use Rights in June 2019. However, we have not carried out investigation on site to determine the suitability of the soil conditions and the services etc. for any future development. Our valuations are prepared on the assumption that these aspects are satisfactory and that no extraordinary costs or delays will be incurred during the construction period.

Unless otherwise stated, we have not carried out on-site measurements to verify the site and floor areas of Subject Land Use Rights and we have assumed that the areas shown on the copies of the documents handed to us are correct.

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VALUATION REPORT

APPENDIX II

Currency

Unless otherwise stated, all monetary amounts indicated herein our valuations are in Renminbi

• (RMB) which is the official currency of the PRC.

We attach herewith the valuation report.

Yours faithfully,

For and on behalf of

Cushman & Wakefield Limited

Philip C Y Tsang

Registered Professional Surveyor (General Practice) Registered China Real Estate Appraiser

MSc, MHKIS

Director

Note: Mr. Philip C Y Tsang is Registered Professional Surveyor who has over 26 years’ experience in the valuation of properties in the PRC.

• App II-4 -

VALUATION REPORT

APPENDIX II

VALUATION REPORT

Subject Land Use Rights held by Zongtai Industrial for development in the PRC

Subject Land Use Rights Description and tenure

Particulars of occupancy

Market value in existing state as at 1 March 2018

Subject Land Use Rights plans to comprise a commercial development with a total planned gross floor area of 79,404.48 square meters to be erected on a parcel of land with a site area of 22,008.45 square meters. As advised by the Company, the proposed development is scheduled for completion in the end of 2021.

Subject Land Use Subject Land Use Rights plans to comprise a Rights – The land commercial development with a total planned use rights of land gross floor area of 79,404.48 square meters to be lot CB2-4-768 erected on a parcel of land with a site area of which is located at 22,008.45 square meters. As advised by the south of Ouya Company, the proposed development is scheduled Second Road and for completion in the end of 2021. the east of Beichen Road in Xi’an Subject Land Use Rights is located at south of Chanba Ecological Ouya Second Road and the east of Beichen Road District, Shaanxi in Xi’an Chanba Ecological District, Shaanxi Province, the PRC, Province. Developments nearby are mainly with a total site area industrial, warehousing and residential of 22,008.45 square developments. According to the Company, meters Subject Land Use Rights is planned for (中國陝西省西安滻 commercial use; there is no environmental issues 灞生態區歐亞二路 and litigation dispute; there is no plan to change 以南、北辰大道以 the use of Subject Land Use Rights. 東的 CB2-4-768宗 地使用權，總面積 Subject Land Use Rights was granted for 22,008.45 平方米) commercial purpose for a term of 40 years from 31 March 2018 to 30 March 2058.

As at 1 March 2018, RMB159,140,000 Subject Land Use Rights was a vacant site (RENMINBI pending for future HUNDRED development. NINE MILLION

(RENMINBI ONE HUNDRED FIFTY NINE MILLION ONE HUNDRED FORTY THOUSAND)

As at 31 May 2019, Subject Land Use Rights was a vacant site with basement excavation works in progress. As advised, the expended construction costs for such works was RMB43,500,000, we have taken into account such construction cost in our valuation.

Market value in existing state as at 31 May 2019

RMB224,430,000

(RENMINBI TWO HUNDRED TWENTY FOUR MILLION FOUR HUNDRED THIRTY THOUSAND)

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VALUATION REPORT

APPENDIX II

Notes:

• (1) According to Real Estate Title Certificate (不動產權證) No. (2018) 0000353 dated 9 July 2018, Subject Land Use Rights, with a site area of 22,008.45 square meters, was granted to Zongtai Industrial for commercial purpose for a term of 40 years from 31 March 2018 to 30 March 2058.

• (2) According to State-owned Construction Land Use Right Grant Contract (國有建設用地使用權出讓合同) No. 3804101 dated 1 March 2018 and its Change Agreement, Subject Land Use Rights was granted as below:

The Grantee:	Zongtai Industrial
Lot No.:	Land lot CB2-4-768
Location:	south of Ouya Second Road and the east of Beichen Road
Site Area:	22,008.45 square meters
Land Use Term:	40 years for commercial
Consideration:	RMB7,230.81 per square meters of site area
	(Equivalent to RMB159,140,000)
Construction Plot Ratio:	Not exceeding 1.6, not less than 1.2
Construction Gross Floor Area:	Above ground 35,213.86 square meters, below ground commercial of 22,500
	square meters
Building Covenant:	To commence construction before 1 March 2019 and to compete construction
	before 1 March 2022.

• (3) According to Construction Land Planning Permit (建設用地規劃許可證) No. [2018] 031 dated 17 July 2018, Subject Land Use Rights was planned as below:

Land User:	Zongtai Industrial
Location:	south of Ouya Second Road, the east of Beichen Road and north of Xingtai
	Sixth Road
Site Area:	22,008.45 square meters
Construction Plot Ratio:	Not exceeding 1.6, not less than 1.2
Construction Gross Floor Area:	Above ground 35,213.86 square meters

• (4) According to Construction Project Planning Permit (建設工程規劃許可證) No. [2019] 010 dated 28 March 2019, the construction of Subject Land Use Rights was planned as below:

Land User: Zongtai Industrial Location: south of Ouya Second Road, the east of Beichen Road and north of Xingtai Sixth Road Construction Gross Floor Area: 79,404.48 square meters

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VALUATION REPORT

APPENDIX II

• (5) According to Business Licence No. 91610136MA6UR70F48 dated 17 May 2018, Zongtai Industrial was established on 13 March 2018 as a limited liability company with a registered capital of RMB10,000,000.

• (6) The status of the title and grant of major approvals and licence in accordance with the information provided by the Company:

Real Estate Title Certificate Yes State-owned Construction Land Use Right Grant Contract and its Change Agreement Yes Construction Land Planning Permit Yes Construction Project Planning Permit Yes Business Licence Yes

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GENERAL INFORMATION

APPENDIX III

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) Directors’ Interests

As at 31 December 2018, the interests and short positions, if any, of the Directors or the chief executive of the Company in the shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (iii) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules (the “ Model Code ”), to be notified to the Company and the Stock Exchange (if any) were as follows:

(A) Long positions in the Shares of the Company

Name of Director Capacity/nature of interest Notes Mr. Wu Tak Lam Interest held by controlled corporations 1 Ms. Chiu Man Interest held by controlled corporations 1 Mr. Gou Xinfeng Beneficiary of a trust 2 Beneficial owner Ms. Chen Wei Beneficiary of a trust 3 Beneficial owner	Number of Shares 357,526,000 357,526,000 140,000 60,000 200,000 110,000 54,000 164,000	Approximate percentage of shareholding in the Company* 59.59% 59.59% 0.02% 0.01%
		0.03% 0.02% 0.01%
		0.03%

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GENERAL INFORMATION

APPENDIX III

Notes:

• (1) These Shares are held as to 351,000,000 Shares by Top Wheel and 6,526,000 Shares by Westernrobust.

The issued share capital of Top Wheel is owned as to 70% by Golden Speed, a corporation wholly-owned and controlled by Mr. Wu, and 30% by Win Force, a corporation wholly-owned and controlled by Ms. Chiu. As Top Wheel is a controlled corporation of Mr. Wu, Ms. Chiu, Golden Speed and Win Force, they are deemed to be interested in the 351,000,000 Shares held by Top Wheel pursuant to Part XV of the SFO.

The entire issued share capital of Westernrobust is owned by a revocable discretionary trust (the “ Management Trust ”) established for the purposes of recognizing and rewarding the contribution and performance of certain directors and senior management of the Group pursuant to the Pre-IPO Share Award Scheme adopted by the Company on 8 January 2014 (the “ Pre-IPO Share Award Scheme ”). Top Wheel is the settlor of the Management Trust and possesses all voting rights attached to the unawarded Shares and awarded Shares which have not been vested under the Management Trust. Thus, the Management Trust and Top Wheel are deemed to be interested in the 6,526,000 Shares held by Westernrobust. As Top Wheel is a controlled corporation of Mr. Wu, Ms. Chiu, Golden Speed and Win Force, they are also deemed to be interested in the 6,526,000 Shares of the Company held by Westernrobust pursuant to Part XV of the SFO.

• (2) Mr. Gou Xinfeng is deemed to be interested in these 140,000 awarded Shares, which have been granted to him (but not yet vested) pursuant to the Pre-IPO Share Award Scheme.

• (3) Ms. Chen Wei is deemed to be interested in these 110,000 awarded Shares, which have been granted to her (but not yet vested) pursuant to the Pre-IPO Share Award Scheme.

• The percentage represents the number of ordinary Shares involved divided by the number of the Company’s issued Shares as at the Latest Practicable Date (i.e. 600,000,000 Shares).

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GENERAL INFORMATION

APPENDIX III

(B) Long position in the shares of associated corporations of the Company

Name of associated corporation Name of Director Capacity/Nature of interest Golden Speed Enterprises Limited Mr. Wu Tak Lam Beneficial owner Ms. Chiu Man Interest of spouse Top Wheel Limited Mr. Wu Tak Lam Interest held by a controlled corporation Interest of spouse Ms. Chiu Man Interest held by a controlled corporation Interest of spouse	Number of shares 1 1 14,000 6,000 20,000 6,000 14,000 20,000	Approximate percentage of shareholding in the associated corporation* 100% 100% 70% 30%
		100% 30% 70%
		100%

Note: Mr. Wu (an executive Director of the Company) holds the entire issued share capital of Golden Speed which holds 70% of the issued share capital of Top Wheel. The remaining 30% of the issued share capital of Top Wheel is indirectly held by his wife, Ms. Chiu (an executive Director of the Company), through her wholly-owned investment company, Win Force. As Top Wheel holds more than 50% of the issued share capital of the Company and Golden Speed holds more than 50% of the issued share capital of Top Wheel, Top Wheel and Golden Speed are the associated corporations of the Company within the meaning of Part XV of the SFO.

• The percentage represents the number of ordinary shares interested divided by the number of issued shares of the associated corporation as at the Latest Practicable Date.

Save as disclosed above, as at 31 December 2018, none of the Directors or chief executive of the Company had an interest or a short position in the shares or underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

Save as disclosed above, as at 31 December 2018, none of the Directors or chief executive of the Company or their respective associates held any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which (i) were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or

• App III-3 -

GENERAL INFORMATION

APPENDIX III

deemed to have under such provisions of the SFO); or (ii) were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein: or (iii) were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(2) Substantial Shareholders’ Interests

So far as is known to each Director or the chief executive of the Company, as at 31 December 2018, the following persons or entities, other than a Director or the chief executive of the Company, had an interest or short position in the Shares and 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, or who were, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

(A) Long position in the Shares of the Company

				Approximate
				percentage of
				shareholding
Name of			Number of	in the
Shareholder	Capacity/Nature of Interest	Notes	Shares	Company*
Top Wheel	Beneficial owner	1	351,000,000	58.50%
Limited
	Founder of a discretionary trust	1	6,526,000	1.096%
			357,526,000	59.59%
Win Force	Interest held by a controlled	1	357,526,000	59.59%
Enterprises	corporation
Limited
Golden Speed	Interest held by a controlled	1	357,526,000	59.59%
Enterprises	corporation
Limited

Notes:

• (1) The above interests of Top Wheel, Win Force and Golden Speed were also disclosed as the interests of each of Mr. Wu and Ms. Chiu in the above section headed “(1) Directors’ Interests”.

• The percentage represents the number of ordinary Shares interested divided by the number of the Company’s issued Shares as at the Latest Practicable Date (i.e. 600,000,000 Shares).

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company was aware of any other person, other than a Director or the chief executive of the Company, who 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

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GENERAL INFORMATION

APPENDIX III

of Part XV of the SFO, or who was, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. DIRECTORS’ SERVICE CONTRACTS

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

4. DIRECTORS’ INTERESTS IN THE ASSETS, CONTRACTS OR ARRANGEMENT SIGNIFICANT TO THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest, directly or indirectly, in any assets which have, since 31 December 2018 (being the date to which the latest published audited consolidated financial statements of the Group were made up), been acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by, or leased to, any member of the Group.

None of the Directors was materially interested in any contract or arrangement subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group.

5. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors was interested in businesses (apart from businesses of the Group) which compete or were likely to compete, either directly or indirectly, with the principal businesses of the Group as required to be disclosed pursuant to the Listing Rules.

6. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

7. EXPERT’S QUALIFICATION AND CONSENT

The following are the qualifications of the expert who have given its opinions or advice which are contained in this circular:

Name Qualification Cushman & Wakefield Limited Independent valuer

As at the Latest Practicable Date, the above expert had given and had not withdrawn its written consent to the issue of this circular with the inclusion of its letter or opinion and/or the reference to its name and opinion in the form and context in which it respectively appears in this circular.

• App III-5 -

GENERAL INFORMATION

APPENDIX III

As at the Latest Practicable Date, the above expert did not have any shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the above expert did not have any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group, or was proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2018 (being the date to which the latest published audited statements of the Group were made up).

8. MATERIAL CONTRACTS

As at the Latest Practicable Date, the Company had no material contract.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours on any weekdays (except for Saturday and public holidays) at the Company’s principal place of business in Hong Kong for a period of 14 days from the date of this circular:

• (a) the Land Acquisition Agreement;

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

• (c) the annual reports of the Company for the two financial years ended 31 December 2017 and 2018;

• (d) the written consent referred to in the paragraph headed “Experts’ Qualifications and Consent” in this Appendix;

• (e) Directors’ service contracts; and

• (f) this circular.

10. MISCELLANEOUS

• (a) the registered office of the Company is located at Grand Pavilion, Hibiscus Way, 802 West Bay Road, P.O. Box 31119, KY1-1205, Cayman Islands;

• (b) the principal place of business of the Company in Hong Kong is located at Suite 3, 22/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong;

• (c) the Company’s Hong Kong branch share registrar is Computershare Hong Kong Investor Services Limited of Shops 1712-1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong;

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GENERAL INFORMATION

APPENDIX III

• (d) the company secretary of the Company is Ms. Chan Sze Ting, who is a Chartered Secretary and an Associate of both the Hong Kong Institute of Chartered Secretaries and The Institute of Chartered Secretaries and Administration in the United Kingdom; and

• (e) the Chinese text of this circular prevails over the English text in case of inconsistency.

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