Synagistics Limited — Capital/Financing Update 2007

Sep 17, 2007

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares in the Company.

==> picture [57 x 56] intentionally omitted <==

CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司[*]

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

(A) PROPOSED PLACING OF NEW SHARES (A PORTION OF WHICH TO BE PLACED TO CONNECTED PERSON) WHICH INVOLVES THE ISSUE OF UNLISTED WARRANTS (B) PROPOSED GRANT OF SPECIAL MANDATE (C) APPLICATION FOR THE GRANTING OF THE WHITEWASH WAIVER

(D) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL

(E) CONTINUING CONNECTED TRANSACTIONS AND (F) RESUMPTION OF TRADING

SUMMARY

The Company noted an unusual increase in the price of the Shares on 5 September 2007. Other than the negotiation relating to the proposed Placing disclosed in this announcement, the Company confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Company aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price sensitive nature.

* For identification purposes only

1

Proposed placing of new Shares (a portion of which to be placed to connected person) which involves the issue of unlisted Warrants

On 7 September 2007, the Company and the Placing Agent entered into the Placing Agreement.

Pursuant to the Placing Agreement, the Company has agreed to place, through the Placing Agent and on a fully underwritten basis, 600,000,000 Placing Shares at a price of HK$1.20 per Placing Share as to (i) 330,000,000 Placing Shares to a Connected Placee; and (ii) the remaining 270,000,000 Placing Shares to Independent Placees.

To the best of the Directors’ knowledge having made all reasonable enquiry, information and belief, the Connected Placee and the existing Shareholders (other than OPFSGL) are independent to, and are not acting in concert with, each other.

The Placing Shares represent approximately (i) 600% of the Company’s existing issued share capital, (ii) 85.71 % of the Company’s existing issued share capital as enlarged by the Placing Shares and (iii) 73.17% of the Company’s existing issued share capital as enlarged by the Placing Shares and the Warrant Shares.

The Placing Shares are attached with Warrants on the basis of one Warrant for every five Placing Shares subscribed for by the Placees, the principal terms and conditions governing the Warrants Issue are disclosed in this announcement.

The terms of the Placing Agreement were arrived at after arm’s length negotiations between the Company and the Placing Agent having regards to the size of the Placing and the general market conditions. The Directors (including all independent non-executive Directors) consider those terms of the Placing to the Independent Placees to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. Furthermore, the Directors consider those terms of the Placing to the Connected Placees to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The net proceeds from the Placing of approximately HK$700 million are intended to be used by the Company as general working capital. Given that there has been continuous exploration of investment opportunities by the Company, the proceeds or part of the proceeds may be used to finance investments should suitable opportunities arise in the future. The Company intends to use the proceeds from the Placing for investments in institutions or companies which would directly or indirectly benefit from the Trial Scheme. As at the date of this announcement, the Company had not yet identified any definite investment targets or plans that may require the use of such proceeds.

2

The Placing is conditional upon fulfillment of the Conditions Precedent and may or may not proceed. Accordingly, Shareholders and prospective investors are reminded to exercise caution when trading in the Shares.

PROPOSED GRANT OF SPECIAL MANDATE

The Placing Shares and the Warrants Shares to be allotted and issued upon exercise of the subscription rights attaching to the Warrants will be allotted and issued pursuant to the Special Mandate to be sought at the EGM.

APPLICATION FOR THE GRANTING OF THE WHITEWASH WAIVER

The Placing is fully-underwritten by the Placing Agent. The Placing Agent is a whollyowned subsidiary of OPFSGL, which is a substantial Shareholder and a connected person of the Company. OPFSGL, its associates and Concert Parties will abstain from voting on the resolutions to be proposed at the EGM to approve, among others, the Placing and all transactions contemplated thereunder (including the Whitewash Waiver).

Save for the 29,800,000 Shares (representing approximately 29.80% of the Company’s existing issued share capital) beneficially owned by OPFSGL, none of the Placing Agent and its Concert Parties has any interest in the Shares as at the date of this announcement.

If the Connected Placee takes up 330 million Shares under the Placing Agreement or the Placing Agent is obliged to take up any Shares in performance of its obligation under the Placing Agreement, the Connected Placee and its Concert Parties (including OPFSGL and the Placing Agent) will hold 30% or more of the voting rights of the Company. In either case as set out in the shareholding table under the paragraph headed “Impact on the Shareholding Structure of the Company” in this announcement below, unless the Whitewash Waiver is granted, the Placing Agent and its Concert Parties would upon completion of the Placing incur an obligation to make a mandatory general offer for all the securities of the Company not already owned or acquired by the Placing Agent and its Concert Parties under Note 1 to Dispensations from Rule 26 of the Takeovers Code. An application will be made by the Placing Agent (for itself and its Concert Parties) to the Executive for the granting of the Whitewash Waiver.

PROPOSED INCREASE IN THE COMPANY’S AUTHORISED SHARE CAPITAL

To facilitate the issue of Placing Shares and the Warrant Shares and to provide further flexibility and accommodate future expansion and growth of the Company, the Company will seek approval from Shareholders of the proposed increase in the Company’s authorised share capital from HK$20,000,000 to HK$200,000,000 by the creation of an additional 1,800,000,000 new Shares.

3

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

To ensure continuity in the provision of the investment management and administrative services currently provided by the Investment Manager to the Company under the Existing Investment Management Agreement which is to expire on 31 March 2008, the Company proposes to enter into the New Investment Management Agreement with the Investment Manager on the principal terms and conditions disclosed in this announcement.

Given that the Investment Manager is a connected person of the Company under the Listing Rules, the transactions contemplated under the New Investment Management Agreement constitute continuing connected transactions for the Company. As the relevant Percentage Ratio for the transactions contemplated under the New Investment Management Agreement on annual basis is more than 25%, the continuing connected transactions are non-exempt continuing connected transactions under Rule 14A.14 of the Listing Rules and are subject to the reporting, announcement, Independent Shareholders’ approval and annual review requirements.

Furthermore, in contemplation of the transactions under the Placing which will result in the Original 2008 Annual Cap approved at the 2006 EGM being exceeded, the Company will re-comply with the applicable requirements of the Listing Rules (which will include the seeking of the Independent Shareholders’ approval) in respect of the Revised 2008 Annual Cap for the continuing connected transactions contemplated under the Existing Investment Management Agreement for the year ending 31 March 2008 as disclosed in this announcement.

Completion of the Placing (including the Warrant Issue) is subject to the resolution in respect of the proposed increase in the Company’s authorised share capital being passed. The placing of the Placing Shares to the Connected Placee and the Independent Placees are not inter-conditional upon each other as the Placing is fully underwritten by the Placing Agent. The entering into of the New Investment Management Agreement is dependent upon completion of the Placing.

4

CIRCULAR

A circular containing, among other matters, further details of (i) the Placing Agreement and the transactions contemplated thereunder (including the Warrant Issue, the grant of Special Mandate and the application for Whitewash Waiver); (ii) the continuing connected transactions under the Existing Investment Management Agreement (including the Revised 2008 Annual Cap) for the year ending 31 March 2008; (iii) the Continuing Connected Transaction (including the Annual Caps), (iv) a letter from the Independent Financial Advisers containing their advice to the Independent Board Committee and the Independent Shareholders; (v) the recommendation of the Independent Board Committee to the Independent Shareholders; and (vi) a notice of the EGM will be despatched to the Shareholders in accordance with the Listing Rules.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 6 September 2007 pending the release of this announcement. The Company has applied to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 17 September 2007.

The Company noted an unusual increase in the price of the Shares on 5 September 2007. Other than the negotiation relating to the proposed Placing disclosed in this announcement, the Company confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under Rule 13.23 of the Listing Rules, neither is the Company aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price sensitive nature.

PROPOSED PLACING OF NEW SHARES (A PORTION OF WHICH TO BE PLACED TO CONNECTED PERSON)

Date of placing : 7 September 2007 agreement Parties involved : (1) The Company (2) Oriental Patron Asia Limited (the Placing Agent)

5

• Number of Placing : 600,000,000 Shares, which will be placed by the Placing Agent Shares on a fully-underwritten basis.

The Placing Shares represent approximately (i) 600% of the Company’s existing issued share capital, (ii) 85.71 % of the Company’s existing issued share capital as enlarged by the Placing Shares and (iii) 73.17% of the Company’s existing issued share capital as enlarged by the Placing Shares and the Warrant Shares.

The aggregate nominal value of the Placing Shares (with a par value of HK$0.10 each) is HK$60,000,000.

• Placees : The Placing Shares will be placed as to:

• (a) 330,000,000 Placing Shares to the Connected Placee

The Connected Placee is Ottness Investments Limited, an investment holding company incorporated in the British Virgin Islands and its entire issued share capital is owned in equal share by Mr Zhang Zhi Ping and Mr Zhang Gaobo, two of the Directors.

To the best of the Directors’ knowledge having made all reasonable enquiry, information and belief, the Connected Placee and the existing Shareholders (other than OPFSGL) are Independent Third Parties and are not Concert Parties to each other.

6

• (b) 270,000,000 Placing Shares to not less than six Placees (other than the Connected Placee).

Under the Placing Agreement, the Placing Agent will ensure that the Placees (other than the Connected Placee) and their respective ultimate beneficial owners will be Independent Third Parties and none of the Placees (other than the Connected Placee) will become substantial Shareholder immediately following completion of the Placing or is a Concert Party of the Company in the obtaining or consolidation of control (as defined in the Takeovers Code) of the Company or with one another.

• Entitlement : The Placees will be entitled to the Warrant Issue.

The principal terms of the Warrant Issue are set out under the paragraph headed “Principal Terms of the Unlisted Warrants” in this announcement.

Ranking

• : Except for the right of entitlement to the Warrant Issue attaching to the Placing Shares only, the Placing Shares will rank pari passu in all respects with the existing issued Shares

Lock-up restriction

• : The Placing Shares are not subject to any lock-up restriction.

• Placing Price per Placing Share

• : HK$1.20, which represents:

• (i) a discount of approximately 14.29% to the closing price of HK$1.40 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of approximately 4.90% to the average closing price of approximately HK$1.144 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including the Last Trading Day;

7

• (iii) a premium of approximately 9.29% to the average closing price of approximately HK$1.098 per Share as quoted on the Stock Exchange for the last ten consecutive trading days up to and including the Last Trading Day; and

• (iv) a premium of approximately 96.72% to the audited consolidated net asset value per Share of approximately HK$0.61 as at 31 March 2007.

• Conditions Precedent to : (1) the Listing Committee granting the listing of, and completion of the permission to deal, in (i) the Placing Shares; and (ii) the Placing Agreement Warrant Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants;

• (2) the despatch of the circular containing, among other thing, further details of the Placing Agreement and the transactions contemplated thereunder to the Shareholders;

• (3) the Executive granting the Whitewash Waiver to the Placing Agent and its Concert Parties (including OPFSGL and, if applicable, the Connected Placee) and the satisfaction of any condition(s) (if any) attached to the Whitewash Waiver;

• (4) the passing by the Shareholders (who are not required, under the Takeovers Code and the Listing Rules or by the SFC or the Stock Exchange to abstain from voting on the ordinary resolutions) at the EGM by way of poll of ordinary resolutions to approve the Placing and the transactions contemplated thereunder (including the Warrants Issue, the issue of Warrant Shares and the grant of Special Mandate) and the Whitewash Waiver by no later than the Longstop Date;

• (5) the increase of the authorised share capital of the Company from HK$20 million to HK$200 million; and

8

• (6) all requisite consents or confirmations of no objection (if necessary) or filings at, any governmental or competent authority (including without limitation to the SFC) for the Placing having been obtained by the Company from any third parties or effected by the Company.

None of the Conditions Precedent (including Condition Precedent No. (3)) can be waived by either party to the Placing Agreement. If the Conditions Precedents are not fulfilled by the Longstop Date, the Placing Agreement shall lapse and none of the parties to the Placing Agreement shall have any claim against any of the other of them.

Completion of the Placing (including the Warrants Issue) is subject to the resolution in respect of the proposed increase in the Company’s authorised share capital being passed. The placing of the Placing Shares to the Connected Placee and the Independent Placees are not inter-conditional upon each other as the Placing is fully underwritten by the Placing Agent.

• Longstop Date : By 30 November 2007

• Completion : Completion of the Placing Agreement

• Placing commission : 2.5% of the aggregate Placing Price

• Application for listing

• : An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares

• Proceeds : Assuming that the Placing Agreement has been completed whereby all the Placing Shares will have been placed, the gross and net proceeds (net of any expenses, which are estimated to be approximately HK$20 million, to be borne by the Company) from the Placing will be approximately HK$720 million and approximately HK$700 million respectively.

9

The net proceeds from the Placing will be approximately HK$700 million which will be utilized by the Company as general working capital. Given that there has been continuous exploration of investment opportunities by the Company, the proceeds or part of the proceeds may be used to finance investments should suitable opportunities arise in the future. The Company intends to use the proceeds from the Placing for investments in institutions or companies which would directly or indirectly benefit from the Trial Scheme. As at the date of this announcement, the Company had not yet identified any definite investment targets or plans that may require the use of such proceeds.

The terms of the Placing were arrived at after arm’s length negotiation between, and are the respective commercial decisions of, the Company and the Placing Agent (having regards the size of the Placing and the general market conditions). The Directors (including all the independent non-executive Directors) consider those terms of the Placing to the Independent Placees to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. Furthermore, the Directors consider those terms of the Placing to the Connected Placee to be fair and reasonable and in the interests of the Company and the Shareholders as a whole.

PRINCIPAL TERMS OF THE UNLISTED WARRANTS

Basis of the Warrants : The Warrant Issue will be made on the basis of one Warrant for Issue every five Placing Shares

• Subscription Price : The Warrants will entitle the holders to subscribe for in cash new Shares at a price of HK$1.20 per Share (subject to adjustment provisions which are standard terms of convertible securities of similar type. The adjustment events will arise as a result of certain change in the share capital of the Company including capital reduction, consolidation or sub-division of Shares, rights issue, bonus issue, capitalization of profits and reserves and capital distribution in cash or specie.)

10

The initial Subscription Price of HK$1.20 per Warrant Share represents:

• (i) a discount of approximately 14.29% to the closing price of HK$1.40 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a premium of approximately 4.90% to the average closing price of HK$1.144 per Share as quoted on the Stock Exchange for the last five trading days prior to and including the Last Trading Day; and

• (iii) a premium of approximately 9.29% to the average closing price per Share of HK$1.098 as quoted on the Stock Exchange for the last ten trading days prior to and including the Last Trading Day.

The Directors considers that the initial Subscription Price, having taking into account the recent trading prices of the Shares and the exercise period, is fair and reasonable.

• Maximum number of : Based on 600,000,000 Placing Shares to be issued under the Warrant Shares Placing Agreement and on the assumption that no Shares would to be issued be issued (other than the Placing Shares and the Warrant Shares) or repurchased by the Company, the exercise in full of the Warrants will result in the issue of a maximum of 120,000,000 Warrant Shares, representing approximately:

• (i) 120.00% of the existing issued share capital of the Company;

• (ii) 17.14% of the existing issued share capital of the Company as enlarged by the Placing Shares; and

• (iii) 14.63% of the existing issued share capital of the Company as enlarged by the Placing Shares and the Warrant Shares.

11

• Exercise Period : 12 months commencing from the date of issue of the Warrants

• Transferability : The Warrants are transferable in integral multiples of 100,000 Warrants subject to the consent of the Company whose consent shall not be unreasonably refused or withheld.

The Company will notify the Stock Exchange upon becoming aware of any dealings in the Warrants by any connected persons of the Company.

• Rights for the holder : A holder of the Warrants will not have the right to (i) attend or of the Warrants vote at any meeting of the Company; and (ii) participate in any distributions and/or offers of further securities made by the Company by virtue of it being the holder of the Warrants.

Subscription for the Warrant Shares must be for a minimum of 100,000 Shares or in integral multiples thereof. In the event that the balance of the Warrants is less than 100,000, the holder of the Warrant may exercise the subscription rights attaching to such balance of the Warrants to subscribe for less than 100,000 Shares.

• Ranking : The Warrant Shares will rank pari passu in all respects with all other Shares in issue at the date on which the conversion rights attached to the Warrants are exercised.

• Lock-up restriction : The Warrant Shares are not subject to any lock-up restriction.

• Application for Listing : No application will be made for the listing of the Warrants on the Stock Exchange or any other stock exchange.

An application will be made by the Company for the listing of, and permission to deal in, the Warrant Shares.

12

Proceeds

• : Assuming the full exercise of the subscription rights attaching to the Warrants, it is expected that further funds of approximately HK$144 million will be raised which will be utilized by the Company as additional general working capital.

Given that there has been continuous exploration of investment opportunities by the Company, the proceeds or part of the proceeds may be used to finance investments should suitable opportunities arise in the future. The Company intends to use the proceeds from the issue of Warrant Shares for investments in institutions or companies which would directly or indirectly benefit from the Trial Scheme. As at the date of this announcement, the Company had not yet identified any definite investment targets or plans that may require the use of such proceeds.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Company is an investment company with the principal investment objective to achieve earnings for the Company in the form of medium to long term capital appreciation through investing in a diversified portfolio of investments in listed and unlisted enterprises in the Greater China region.

Due to the continuous rapid development of the PRC economy in recent years, the income level of PRC nationals increases significantly and accordingly resulting in increasing demand for different choice of investment by the PRC nationals. The significant level of foreign exchange reserve of PRC also provided a background for making investments outside of PRC for its nationals.

According to the Trial Scheme promulgated by the SAFE on 20 August 2007, PRC nationals are allowed to make direct investment in Hong Kong listed securities with their self-owned foreign currencies or RMB at a designated city on a trial basis. The Trial Scheme would facilitate PRC nationals to invest outside of PRC in an orderly fashion and gain experience in risk prevention and management. The relaxation of foreign exchange control over direct investment by PRC national outside of the PRC also facilitates PRC nationals to make use of the international financial market to diversify their investment risk, enhance its portfolio mix and its risk-adjusted return.

13

In view of the above, the Directors envisaged the Trial Scheme will gradually be implemented on a nation wide basis and a variety of institutions and companies will directly or indirectly benefit from the Trial Scheme accordingly. With the recent highly liquid and buoyant markets, the Directors are of the view that the Company should raise additional fund from the equity market to capture such investment opportunities.

The Directors also consider that the Placing represents a good opportunity to raise capital as compared with a rights issue or open offer for the Company, as the Placing can broaden its shareholder base and to enhance the marketability of the Shares, and a rights issue or open offer would take too long (as far as the legal and regulatory (including registration) requirements are concerned) to arrange when compared with the Placing (which could, subject to Shareholder’s approval at the EGM (if necessary), take place as soon as the Placees (as the case may be) are procured pursuant to the respective terms of the Placing Agreement) and would be much more expensive while the Placing is interest-free and security-free, which is beneficial to the Company’s business development as funding requirement or appropriate investment opportunities may arise at any time and such funding or investment decisions have to be required or made within a short period of time.

The Placing will also put the Company in a better position to meet the challenges of the market and take advantage of investment opportunities to broaden its earnings base so as to enhance Shareholders’ value.

Given that there has been continuous exploration of investment opportunities by the Company, the proceeds or part of the proceeds may be used to finance investments should suitable opportunities arise in the future. The Company intends to use the proceeds from the Placing for investments in institutions or companies which would directly or indirectly benefit from the Trial Scheme. As at the date of this announcement, the Company had not yet identified any definite investment targets or plans that may require the use of such proceeds.

MANDATE TO ISSUE THE PLACING SHARES AND THE WARRANT SHARES

The Placing Shares and the Warrant Shares will be allotted and issued under the Special Mandate to be sought at the EGM.

14

IMPLICATION UNDER THE LISTING RULES

Placing commission

The monetary value of the placing commission under the Placing Agreement is HK$18 million. The placing services provided by the Placing Agent under the Placing Agreement constitute a connected transaction for the Company, on the basis that the Placing Agent is a wholly-owned subsidiary of OPFSGL, which is a substantial Shareholder. Hence, the Placing Agent is an associate of a connected person of the Company. As the applicable Percentage Ratio in respect of the placing commission payable in respect of the placing services under the Placing Agreement is more than 25%, the placing services provided by the Placing Agent under the Placing Agreement are subject to the reporting, announcement and independent shareholders’ approval requirements set out in Chapter 14A of the Listing Rules.

Warrant Issue

Pursuant to Rule 15.02(1) of the Listing Rules, the Warrant Shares to be issued upon exercise of the Warrants must not, when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issued equity capital of the Company at the time the Warrants are issued. Options granted under employee or executive share schemes which comply with Chapter 17 of the Listing Rules are excluded for the purpose of such limit.

As at the date of this announcement, there are no other securities with subscription rights outstanding and not yet exercised. Assuming completion of the Placing and there is no other change in the issued share capital of the Company, the total number of Shares in issue will be 700,000,000 Shares. Upon full exercise of the subscription rights attaching to the Warrants, a maximum of 120,000,000 Warrant Shares (representing approximately 17.14% of the existing issued share capital as enlarged by the allotment and issue of the Placing Shares), will be issued. The Warrants Issue will only occur upon the allotment and issue of the Placing Shares. Accordingly, the issue of the Warrants (which may result in a maximum of 120,000,000 Warrant Shares being issued upon exercise of the subscription rights attaching to the Warrants and the aggregate number of Shares then in issue will be enlarged by the Placing Shares and increased to 700,000,000 Shares) will be in compliance with Rule 15.02(1) of the Listing Rules.

15

IMPACT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 100,000,000 Shares in issue. The shareholding structure of the Company (i) as at the date of this announcement, (ii) immediately after completion of the Placing upon which the Placing Shares were fully subscribed for by the Placees; (iii) immediately upon the full exercise of the subscription rights attaching to the Warrants by the Placees (assuming no other change to the issued share capital of the Company) after completion of the Placing; (iv) assuming the public float of the Company will be at least 25% of the issued share capital of the Company immediately following completion of the Placing Agreement; (v) immediately after completion of the Placing upon which the Placing Shares were fully taken up by the Placing Agent; and (vi) immediately upon the full exercise of the subscription rights attaching to the Warrants (assuming no other change to the issued share capital of the Company) after completion of the Placing upon which the Placing Shares were fully subscribed for by the Placing Agent are as follows:

Name of Shareholders Placing Agent OPFSGL_(Note 1) Connected Placee(Notes 2 & 3) Sub-total (Placing Agent and its Concert Parties) Xiao Wei(Note 5) Wang Wencang(Note 6) Sub-total of non-public Shareholders Public Shareholders Xiao Wei(Note 5) Wang Wencang(Note 6) Independent Placees (Notes 2 & 4)_ Other public Shareholders Total of public Shareholders Total:	Existing shareholding as at the date of this announcement Shares % Nil 0% 29,800,000 29.80% (Note 1) Nil 0% 29,800,000 29.80% 16,796,000 16.80% 14,096,000 14.10% 60,692,000 60.70% Nil 0% Nil 0% Nil 0% 39,308,000 39.30% 39,308,000 39.30% 100,000,000 100%	Assuming completion of the Placing Agreement and the Placing Shares were fully subscribed for by the Placees Shares % Nil 0% 29,800,000 4.26% (Note 1) 330,000,000 47.14% 359,800,000 51.40% – – – – 359,800,000 51.40% 16,796,000 2.40% 14,096,000 2.01% 270,000,000 38.57% 39,308,000 5.62% 340,200,000 48.60% 700,000,000 100%	Assuming completion of the Placing Agreement and the Warrants have been exercised in full by the Placees Shares % Nil 0% 29,800,000 3.64% (Note 1) 396,000,000 48.29% 425,800,000 51.93% – – – – 425,800,000 51.93% 16,796,000 2.05% 14,096,000 1.72% 324,000,000 39.51% 39,308,000 4.79% 394,200,000 48.07% 820,000,000 100%	Assuming the public float of the Company will be at least 25% of the issued share capital of the Company immediately following completion of the Placing Agreement Shares % 495,200,000 70.74% 29,800,000 4.26% (Note 1) Nil 0% 525,000,000 75.00% – – – – 525,000,000 75.00% 16,796,000 2.40% 14,096,000 2.01% 104,800,000 14.97% 39,308,000 5.62% 175,000,000 25.00% 700,000,000 100%	Assuming completion of the Placing Agreement and all Placing Shares were taken up by the Placing Agent (Note: The scenario shown in this column is merely for illustrative purposes and will not happen) Shares % 600,000,000 85.71% 29,800,000 4.26% (Note 1) Nil 0% 629,800,000 89.97% – – – – 629,800,000 89.97% 16,796,000 2.40% 14,096,000 2.01% Nil 0% 39,308,000 5.62% 70,200,000 10.03% 700,000,000 100%	Assuming completion of the Placing Agreement and all Placing Shares were taken up and the Warrants were exercised in full by the Placing Agent (Note: The scenario shown in this column is merely for illustrative purposes and will not happen) Shares % 720,000,000 87.80% 29,800,000 3.64% (Note 1) Nil 0% 749,800,000 91.44% – – – – 749,800,000 91.44% 16,796,000 2.05% 14,096,000 1.72% Nil 0% 39,308,000 4.79% 70,200,000 8.56% 820,000,000 100%	Assuming completion of the Placing Agreement and all Placing Shares were taken up and the Warrants were exercised in full by the Placing Agent (Note: The scenario shown in this column is merely for illustrative purposes and will not happen) Shares % 720,000,000 87.80% 29,800,000 3.64% (Note 1) Nil 0% 749,800,000 91.44% – – – – 749,800,000 91.44% 16,796,000 2.05% 14,096,000 1.72% Nil 0% 39,308,000 4.79% 70,200,000 8.56% 820,000,000 100%
							– – 91.44%
							2.05% 1.72% 0% 4.79% 8.56% 100%

16

Notes:

• (1) These Shares are held by OPFSGL, the entire issued share capital of which is beneficially owned as to 95% by Oriental Patron Holdings Limited and 5% by Eldridge International Limited. The entire issued share capital of Oriental Patron Holdings Limited is beneficially owned by Million West Limited and Best Future International Limited in equal share. The entire issued share capital of Million West Limited is beneficially owned as to 90% by Mr Zhang Gaobo (a Director) and 10% by Mr Zhang Zhi Ping (a Director). The entire issued share capital of Best Future International Limited is beneficially owned as to 89% by Mr Zhang Zhi Ping (a Director) and 11% by an Independent Third Party.

• (2) Under the terms of the Placing Agreement, the Placing Shares are to be placed as to 330,000,000 Placing Shares to the Connected Placee and 270,000,000 Placing Shares to Independent Placees under the Placing Agreement.

• (3) The Connected Placee is expected to be Ottness Investments Limited, an investment holding company incorporated in the British Virgin Islands and its entire issued share capital is owned in equal share by Mr Zhang Zhi Ping and Mr Zhang Gaobo, two of the Directors.

• (4) Under the Placing Agreement, the Placing Agent will ensure that the Placees (other than the Connected Placee) and their respective ultimate beneficial owners will be Independent Third Parties and none of the Placees (other than the Connected Placee) will become substantial Shareholder immediately following completion of the Placing or is a Concert Party with any Shareholder in the obtaining or consolidation of control (as defined in the Takeovers Code) of the Company or with one another. The Independent Placees are therefore regarded as public Shareholders immediately following completion of the Placing.

• (5) Mr Xiao Wei is an Independent Third Party and does not hold any position with or play any role in the Company. As at the date of this announcement, Mr Xiao Wei is a substantial Shareholder and will not be considered as public Shareholder. Nevertheless, assuming completion of the Placing, the shareholding of Mr Xiao in the Company will be diluted to less than 10% and he will cease to be a substantial Shareholder.

• (6) Mr Wang Wencang is an Independent Third Party and does not hold any position with or play any role in the Company. As at the date of this announcement, Mr Wang is a substantial Shareholder and will not be considered a public Shareholder. Nevertheless, assuming completion of the Placing, the shareholding of Mr Wang in the Company will be diluted to less than 10% and he will cease to be a substantial Shareholder.

TAKEOVERS CODE IMPLICATION FOR THE PLACING AGENT

The Placing is fully-underwritten by the Placing Agent. The Placing Agent is a wholly-owned subsidiary of OPFSGL, which is a substantial Shareholder. As at the date of this announcement, OPFSGL was interested in 29,800,000 Shares, representing about 29.8% of the issued share capital of the Company. In addition, the Connected Placee (which is expected to be Ottness Investments Limited) and the Placing Agent are Concert Parties in respect of the Company.

17

As at the date of this announcement, save for the 29,800,000 Shares beneficially owned by OPFSGL, none of the Placing Agent and its Concert Parties has any interest in the securities of the Company.

As set out in the shareholding table above, if the Connected Placee takes up 330 million Shares under the Placing Agreement or the Placing Agent is obliged to take up any Shares in performance of its obligation under the Placing Agreement, the Connected Placee and its Concert Parties (including OPFSGL and the Placing Agent) will hold 30% or more of the voting rights of the Company. In either case, unless the Whitewash Waiver is granted, the Placing Agent and its Concert Parties (including OPFSGL and, if applicable, the Connected Placee) would incur an obligation, upon completion of the Placing Agreement to make a mandatory general offer for all the securities of the Company not already owned or acquired by the Placing Agent and its Concert Parties as a result of the issue of the Placing Shares under Note 1 to Dispensations from Rule 26 of the Takeovers Code.

An application will be made by the Placing Agent (for itself and its Concert Parties) to the Executive for the granting of the Whitewash Waiver as soon as possible.

The Executive may or may not grant the Whitewash Waiver. Completion of the Placing Agreement is conditional upon, inter alia, the granting of the Whitewash Waiver by the Executive (which cannot be waived by any of the parties to the Placing Agreement). If the Whitewash Waiver is not obtained, the Placing Agreement will lapse.

The Whitewash Waiver, if granted by the Executive, would be subject to the approval of the Independent Shareholders who are not interested in or involved in the Placing and the transactions contemplated thereunder at the EGM by way of poll.

The Placing Agent is a wholly-owned subsidiary of OPFSGL, which is a substantial Shareholder and a connected person of the Company. OPFSGL, its associates and Concert Parties will abstain from voting on the resolutions to be proposed at the EGM to approve, among others, the Placing and all transactions contemplated thereunder (including the Whitewash Waiver). The Placing Agent and its Concert Parties (including OPFSGL and the Connected Placee) have confirmed that they have not acquired any voting rights in the Company in the six-month period prior to the date of the Placing Agreement.

18

MAINTENANCE OF THE LISTING STATUS

It is the intention of the Company to maintain the listing status of the Company after completion of the Placing. The Company has undertaken to the Stock Exchange that it will ensure that no less than 25% of the Shares will be held by the public at all times in compliance with the minimum public float requirement of the Listing Rules, in particular immediately following completion of the Placing Agreement.

The Stock Exchange has stated that, if less than 25% of the issued Shares are in public hands following completion of the Placing, or if the Stock Exchange believes that a false market exists or may exist in the trading of the Shares or there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealing in the Shares.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

In order to facilitate the issue of Placing Shares and the Warrant Shares and to provide further flexibility and accommodate future expansion and growth of the Company, the Company proposes to increase its existing authorized share capital from HK$20,000,000 divided into 200,000,000 Shares to HK$200,000,000 divided into 2,000,000,000 Shares by the creation of an additional 1,800,000,000 new Shares.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST 12 MONTHS

The Company has not undertaken any fund raising activities within the 12 months immediately prior to the date of this announcement.

CONTINUING CONNECTED TRANSACTIONS – NEW INVESTMENT MANAGEMENT AGREEMENT

Reference is made to the announcement of the Company dated 17 March 2006 and the circular of the Company dated 3 April 2006 regarding the entering into of the Existing Investment Management Agreement by the Company with the Investment Manager for the provision of investment management services for the period from the date of the 2006 EGM and ending 31 March 2008.

19

The Board wishes to announce that the Company proposes, subject to the Independent Shareholders’ approval at the EGM, to enter into the New Investment Management Agreement with the Investment Manager in relation to the appointment of the Investment Manager immediately following the expiration of the term of the Existing Investment Management Agreement to ensure continuity in the provision of the investment management and administrative services to the Company.

Principal terms of the New Investment Management Agreement

Except for the time period covered, the terms of the Existing Investment Management Agreement and the New Investment Management Agreement are substantially the same in all material respects.

The proposed principal terms of the New Investment Management Agreement, among others, include:

Duration

From 1 April 2008 to 31 March 2011

Services

The Investment Manager shall provide investment management and administrative services to the Company under the New Investment Management Agreement

Management and performance fees

Under the New Investment Management Agreement, the Investment Manager will be entitled to:

• (a) a monthly investment management fee at 1.5% per annum (based on a 360-day year) of the Net Asset Value as at the immediately preceding Valuation Date, calculated and accrued daily and payable in Hong Kong dollars in arrears on or before the seventh Business Day of the immediately following month; and

• (b) a performance fee calculated by reference to the increase in the Net Asset Value per Share (as defined below) as at the relevant Performance Fee Valuation Day.

20

A performance fee will be payable to the Investment Manager if the Net Asset Value per Share (as defined below), calculated on the relevant Performance Fee Valuation Day, is greater than the Base Net Asset Value per Share (as defined below). Under the New Investment Management Agreement, such performance fee is payable as soon as practicable after the end of each Relevant Performance Period. The fee payable shall be 10% of the appreciation in the Net Asset Value per Share (as defined below), calculated as at the relevant Performance Fee Valuation Day over the Base Net Asset Value per Share (as defined below) for each Share then in issue, calculated as follows:

==> picture [75 x 12] intentionally omitted <==

==> picture [9 x 9] intentionally omitted <==

where:

“A” is the Net Asset Value per Share, calculated on the relevant Performance Fee Valuation Day, before the deduction of any provision for the performance fee and the underwriting fee and provided that for the purpose of this calculation only the Net Asset Value shall be calculated by including any distribution which has been declared or paid during the Relevant Performance Period.

“B” is the Base Net Asset Value per Share which shall be the greater of the Net Asset Value per Share on the Listing Date and the value for “A” as at the immediately preceding Relevant Performance Period in relation to which a performance fee was calculated and paid (after deduction of all fees including any performance fee in respect of such preceding Relevant Performance Period).

“C” is the aggregate number of Shares in issue during the Relevant Performance Period, calculated by adding the total number of Shares in issue on each Business Day of the Relevant Performance Period.

“D” is 10% or, subject to the approval of the Shareholders by ordinary resolution in general meeting (which approval shall, for the avoidance of doubt, only be required in connection with a proposal to increase such rate), such other percentage figure agreed from time to time between the Investment Manager and the Directors.

“E” is the number of Business Days in the Relevant Performance Period.

21

The amount of fees (being management fees and performance fees) payable under the New Investment Management Agreement will be determined in accordance with the provisions and formula as set out above.

Historical transaction records

Set out below is a summary of the aggregate amount of fees paid by the Company to the Investment Manager under the Existing Investment Management Agreement for the financial period from 1 April 2005 to 31 March 2007:

Investment management fees Performance fees Total	Year ended 31 March 2006 HK$ 757,594 308,710 1,066,304	Year ended 31 March 2007 HK$ 864,821 1,050,465
		1,915,286

Caps for the fees payable to the Investment Manager under the New Investment Management Agreement

The capped amount of the fees payable to the Investment Manager under the Existing Investment Management Agreement for the three years ending 31 March 2008 as approved by the then Independent Shareholders at the 2006 EGM are set out below:

	Year ending 31 March
2006	2007	2008
HK$3,000,000	HK$4,500,000	HK$5,700,000

22

The following table sets out the expected capped amounts of the fees payable to the Investment Manager under the New Investment Management Agreement for each of the three years ending 31 March 2011:

Year ending 31 March 2009 2010 2011 HK$60,000,000 HK$83,000,000 HK$115,000,000

The basis of the Annual Caps is determined by reference to the net asset value of the Company of HK$61,240,413 as at 31 March 2007 and an expected annual growth rate of the net asset value of the Company of approximately 40% (having regard to, among other factors, the performance of the stock markets of the Greater China region, historical growth trend of the gross domestic product of the PRC, the potential appreciation of RMB and the investment policy of the Company).

The expected annual growth rate of 40% of the net asset value of the Company is arrived at by reference to the 5-year changes in the Hang Seng China Enterprises Index of 488.30% (quoted from the January 2007 edition of “Hang Seng Indexes Monthly”, which represented an annual growth rate of approximately 37.35%. Shareholders and potential investors of the Company should note that the amounts of the Annual Caps do not represent estimates of the actual growth of the Net Asset Value of the Company and have not been reviewed by the financial advisers or the auditors of the Company, and are therefore advised to exercise caution when dealing in the securities of the Company. On the above basis, the Directors consider that the Annual Caps are fair and reasonable.

Conditions of the New Investment Management Agreement

The New Investment Management Agreement is conditional upon (i) the approval by the Independent Shareholders at the EGM; and (ii) completion of the Placing Agreement.

Reasons for entering into the New Investment Management Agreement

The Company is an investment company under Chapter 21 of the Listing Rules. The investment objective of the Company is to achieve earnings in the form of medium to long-term (i.e. one to five years) capital appreciation mainly through investments in listed and unlisted companies in the Greater China.

23

The Investment Manager is a licensed corporation to carry out regulated activities of dealings in securities, advising on corporate finance and asset management under the SFO. The Investment Manager has been appointed to act as the Investment Manager since the Listing Date. The transactions contemplated under the New Investment Management Agreement will continue to be conducted in the ordinary and usual course of business of the Company.

The Directors consider that

• (a) the terms and conditions of the New Investment Management Agreement were negotiated between the parties to it on an arm’s length basis and are normal commercial terms that are fair and reasonable;

• (b) the Annual Caps are fair and reasonable; and

• (c) the transactions contemplated under the New Investment Management Agreement are in the ordinary and usual course of business of the Company and in the interest of the Company and the Shareholders.

Implication under the Listing Rules

The Investment Manager is regarded as a connected person of the Company by virtue of Rule 21.13 of the Listing Rules. In addition and as disclosed above, the Investment Manager is a wholly owned subsidiary of OPFSGL, which is a substantial Shareholder. The transactions contemplated under the New Investment Management Agreement constitute continuing connected transactions for the Company.

The relevant Percentage Ratio for the transactions contemplated under the New Investment Management Agreement is more than 25%. The Continuing Connected Transactions are nonexempt continuing connected transactions under Rule14A.14 of the Listing Rules and are subject to the reporting, announcement and Independent Shareholders’ approval as well as the annual review requirements.

The entering into of the New Investment Management Agreement and the Continuing Connected Transactions (including the proposed Annual Caps) are conditional upon the approval by the Independent Shareholders at the EGM by ordinary resolutions.

24

Revised 2008 Annual Cap for continuing connected transactions under the Existing Investment Management Agreement for the year ending 31 March 2008

The Original 2008 Annual Cap of HK$5,700,000 approved at the 2006 EGM by the then Independent Shareholders has not been exceeded as of the date of this announcement.

Nevertheless, given that the transactions contemplated under the Placing will invariably and substantially increase the Net Asset Value (on which the calculation of the investment management fee and the performance fee chargeable by the Investment Manager is based), the annual value of the continuing connected transactions contemplated under the Existing Investment Management Agreement for the year ending 31 March 2008 is expected to be increased and exceed the Original 2008 Annual Cap.

Assuming completion of the Placing, the Directors estimate that the revised maximum aggregate annual value for the continuing connected transactions under the Existing Investment Management Agreement for the year ending 31 March 2008 will not exceed the Revised 2008 Annual Cap of HK$32,000,000.

As the relevant Percentage Ratio for the continuing connected transactions contemplated under the Existing Investment Management Agreement for the year ending 31 March 2008 is more than 25%, they are subject to the reporting, announcement, Independent Shareholders’ approval and annual review requirements. The Company will re-comply with the applicable requirements under the Listing Rules (which will include the seeking of the Independent Shareholders’ approval at the forthcoming EGM).

25

GENERAL

The Company will establish the Independent Board Committee to advise the Independent Shareholders as to whether the Placing and the transactions contemplated thereunder (including the application for the Whitewash Waiver) and the Continuing Connected Transactions (including the proposed Annual Caps) are on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and whether the Placing and the transactions contemplated thereunder (including the Warrant Issue, the grant of Special Mandate and the application for the Whitewash Waiver) and the Continuing Connected Transactions are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote, taking into account the recommendations of the Independent Financial Advisers. In this connection, the Independent Financial Advisers have been appointed to advise the Independent Board Committee (comprising Mr Liu Hongru, Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun, being all the non-executive Directors) and the Independent Shareholders. The appointment of the Independent Financial Advisers have been approved by the Independent Board Committee. The Independent Board Committee will formally provide their views in the circular to be sent to the Independent Shareholders after considering the advice of the Independent Financial Advisers.

CIRCULAR

A circular containing, among other matters, further details of (i) the Placing Agreement and the transactions contemplated thereunder (including the Warrant Issue, the grant of Special Mandate and the application for Whitewash Waiver), (ii) the continuing connected transactions under the Existing Investment Management Agreement (including the Revised 2008 Annual Cap) for the year ending 31 March 2008, (iii) the Continuing Connected Transaction (including the Annual Caps), (iv) a letter from the Independent Financial Advisers containing their advice to the Independent Board Committee and the Independent Shareholders, (v) the recommendation of the Independent Board Committee to the Independent Shareholders and (vi) a notice of the EGM will be despatched to the Shareholders in accordance with the Listing Rules.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on 6 September 2007 pending the release of this announcement. The Company has applied to the Stock Exchange for resumption of trading in the Shares on the Stock Exchange with effect from 9:30 a.m. on 17 September 2007.

26

DEFINITIONS

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

• “Ample Capital”

• Ample Capital Limited, a licensed corporation under the SFO to carry on type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities, and is one of the two joint Independent Financial Advisers

• “Annual Cap(s)”

• the expected maximum amount of the fees payable to the Investment Manager under the New Investment Management Agreement for each of the three years ending 31 March 2011, as defined in the section headed “Continuing Connected Transactions – New Investment Management Agreement – Caps for the fees payable to the Investment Manager under the New Investment Management Agreement” above

• “Asia Investment”

• Asia Investment Management Limited, a licensed corporation under the SFO to carry on type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities, and is one of the two joint Independent Financial Advisers

• “associate”

• has the meaning ascribed thereto under the Listing Rules

• “Board”

• the board of Directors

• “Business Day”

• a day (other than Saturday) on which banks in Hong Kong are generally open for business

• “Company”

• Concepta Investments 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

• “Concert Parties”

• has the meaning ascribed to the term “persons acting in concert” under the Takeovers Code

27

• “Condition(s) Precedent”

• “connected person”

• “Connected Placee”

• “Continuing Connected Transactions”

• “Director(s)”

• “EGM”

• “EGM Matters”

• “Executive”

• the conditions precedent to completion of the Placing Agreement

• has the meaning ascribed to it under the Listing Rules

• such Placee who is a connected person of the Company (and in the case of the Placing, refers to Ottness Investments Limited, an investment holding company incorporated in the British Virgin Islands and its entire issued share capital is owned in equal share by Mr Zhang Zhi Ping and Mr Zhang Gaobo, two of the Directors)

• the continuing connected transactions to be entered into between the Company and the Investment Manager under the New Investment Management Agreement

• the director(s) of the Company

• extraordinary general meeting of the Company to be convened for the purpose of approving, among others, the EGM Matters by the Independent Shareholders, the notice of which will be set out in a circular to be despatched to the Shareholders

• the Placing Agreement and all transactions contemplated thereunder (including the Warrants Issue, the application for Whitewash Waiver and the grant of Special Mandate), the continuing connected transactions contemplated under the Existing Investment Management Agreement for the year ending 31 March 2008 (including the Revised 2008 Annual Cap) and the Continuing Connected Transactions (including the Annual Caps)

• the Executive Director of the Corporate Finance Division of the SFC and any delegate of the Executive Director

28

• “Existing Investment Management Agreement”

• “Greater China”

• “HK$”

• “Hong Kong”

• “Independent Board Committee”

• “Independent Financial Advisers”

• “Independent Placee”

• “Independent Shareholders”

• “Independent Third Party(ies)”

the supplemental investment management agreement entered into between the Company and the Investment Manager and dated 16 March 2006 as disclosed in the announcement of the Company dated 17 March 2006 and the circular of the Company dated 3 April 2006

• the PRC, but for the purposes of this announcement and the Company’s investment and adjectives and policies, for geographical reference including Taiwan and Hong Kong and excluding Macau

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

• the independent board committee of the Company (comprising Mr Liu Hongru, Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun, being all the non-executive Directors) formed by the Company to advise the Independent Shareholders as to whether the terms of the EGM Matters are fair and reasonable and whether the EGM Matters are in the interests of the Company and the Shareholders as a whole

• Ample Capital and Asia Investment, the joint independent financial advisers of the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the EGM Matters

Such Placee who is not a Connected Placee

• shareholders of the Company, other than those interested in or involved in the Placing and the transactions contemplated thereunder, the OPFSGL, the Connected Placee, the Investment Manager and their respective associates and/or any of their respective Concert Parties

• a party(ies) who is/are independent of and is/are not connected with any of the directors, chief executives or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates

29

• “Investment Manager”

• “Last Trading Day”

• “Listing Date”

• “Listing Rules”

• “Longstop Date”

• “Macau”

• “Net Asset Value”

• “New Investment Management Agreement”

“OPFSGL”

• Oriental Patron Asia Limited, trading in the name of “Oriental Patron Fund Management” in fund management activities for the purposes of the Existing Investment Management Agreement and the New Investment Management Agreement

• 5 September 2007, being the last trading day on which Shares were traded on the Stock Exchange pending the publication of this announcement

• the date on which dealings in the Shares commence (that is, 20 March 2003)

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

• 30 November 2007 or such later date as may be agreed by the Placing Agent and the Company

the Macau Special Administrative Region of the PRC

• the net asset value of the Company calculated in accordance with the provisions of the articles of association of the Company

• the new investment management agreement proposed to be entered into between the Company and the Investment Manager following the expiry of the Existing Investment Management Agreement in respect of the provision of investment management and administrative services by the Investment Manager to the Company

Oriental Patron Financial Services Group Limited, a substantial Shareholder

30

• “Original 2008 Annual Cap” the maximum amount of the fees of HK$5,700,000 originally expected to be payable to the Investment Manager under the Existing Investment Management Agreement for the year ending 31 March 2008 and approved at the 2006 EGM by the then Independent Shareholders

• “Percentage Ratio”

• the applicable percentage ratio (other than the profit ratio and equity capital ratio) under Rule 14.07 of the Listing Rules

• “Performance Fee Valuation Day”

the last Business Day of each financial year

• “Placee(s)

• the subscriber(s) of the Placing Shares which the Placing Agent will procure pursuant to and in accordance with the terms of the Placing Agreement

• “Placing”

• the placing of the Placing Shares subject to and upon the terms of the Placing Agreement

• “Placing Agent”

• Oriental Patron Asia Limited, a licensed corporation to carry out type 1 (dealing in securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

• “Placing Agreement”

• the conditional placing agreement dated 7 September 2007 entered into between the Company and the Placing Agent

• “Placing Price”

• HK$1.20 per Placing Share

• “Placing Shares”

• 600,000,000 new Shares (attached with Warrants) to be placed by and on behalf of the Placing Agent as agent of the Company pursuant to the Placing Agreement

• “PRC”

• the People’s Republic of China which, for the purposes of this announcement, excludes Hong Kong, Macau and Taiwan

• “Relevant Performance Period”

• the period commencing on 1 April of each year to 31 March of the following year

31

“Revised 2008 Annual Cap” the revised maximum amount of the fees of HK$32,000,000 expected to be payable to the Investment Manager under the Existing Investment Management Agreement for the year ending 31 March 2008 following completion of the Placing

“RMB” Renminbi, the lawful currency of the PRC “SAFE” State Administration of Foreign Exchange of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” the holder(s) of the issued Shares

“Special Mandate” a special mandate to allot and issue new Shares to be sought from the Shareholders or (if required) the Independent Shareholders at the EGM to satisfy the allotment and issue of the Placing Shares and the Warrants Shares “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Price” the initial price payable by holder of Warrant for subscription of each Share upon exercise of the subscription right attaching to the Warrant “substantial shareholder” has the meaning ascribed to it under the Listing Rules “Takeovers Code” the Hong Kong Codes on Takeovers and Mergers and Share Repurchases

• “Trial Scheme” 《國家外匯管理局批准開展境內個人直接對外証券投資試 點》(Trial scheme approved by the SAFE which allows PRC nationals to make direct foreign securities investment) promulgated by the SAFE on 20 August 2007

32

• “Valuation Date”

• “Warrants”

• “Warrant Shares”

• “Warrants Instrument”

• “Warrants Issue”

• “Whitewash Waiver”

• the last dealing day of the Stock Exchange in each calendar month or such other dealing day as considered appropriate by the Board for the purpose of calculating the Net Asset Value

• Unlisted warrants to be issued by the Company on the basis of one Warrant for every five Placing Shares held by the Placees in registered form, the holders of which are entitled to subscribe for up to a maximum of 120,000,000 new Shares at an initial subscription price of HK$1.20 per Share, subject to adjustment at any time within a period of 12 months from the date of completion of the Placing subject to the terms and conditions set out in the Warrants Instrument

• a maximum of 120,000,000 new Shares which may fall to be allotted and issued upon exercise of the subscription rights attaching to the Warrants

• the instrument to be executed by the Company by way of deed poll governing the terms and conditions for the issue of the Warrants Issue

• Issue of Warrants on the terms set out in the Warrants Instrument

• a waiver of the obligation of the Placing Agent and its Concert Parties (including OPFSGL and, if applicable, the Connected Placee) to make a mandatory general offer for all the securities of the Company not already owned or acquired by the Placing Agent and its Concert Parties as a result of the issue of the Placing Shares under Note 1 to Dispensations from Rule 26 of the Takeovers Code

33

“2006 EGM”

the extraordinary general meeting of the Company held on 18 April 2006 at which the continuing connected transactions contemplated under the Existing Investment Management Agreement and the expected maximum amount of the fees payable to the Investment Manager thereunder for each of the three years ending 31 March 2008 were approved by the then Independent Shareholders

“%”

per cent.

By order of the Board Concepta Investments Limited Zhang Gaobo Executive Director

Hong Kong, 14 September 2007

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr Zhang Zhi Ping and Mr Zhang Gaobo; a non-executive Director, namely Mr Liu Hongru; and three independent non-executive Directors, namely, Mr Kwong Che Keung, Gordon, Professor He Jia and Mr Wang Xiaojun.

34