Synagistics Limited — Proxy Solicitation & Information Statement 2007

Dec 28, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Concepta Investments Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [60 x 58] intentionally omitted <==

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

(I) PROPOSED REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES AND REPURCHASE SHARES; (II) PROPOSED REFRESHMENT OF THE 10 PER CENT LIMIT ON THE GRANT OF THE OPTIONS UNDER THE SHARE OPTION SCHEME AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

==> picture [86 x 34] intentionally omitted <==

A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension Mandate is set out on page 12 of this circular.

A letter from Ample Capital containing its advice to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension Mandate is set out on pages 13 to 19 of this circular.

A notice convening the EGM to be held at 11:00 a.m. on Monday, 21 January 2008 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 23 to 27 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event no later than 48 hours before the time of the meeting or any adjournment thereof to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

31 December 2007

* For identification purpose only

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
–	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
–	Proposed refreshment of the Existing Issue Mandate,
	Existing Repurchase Mandate and Existing Extension Mandate . . . . . .	6
–	Proposed refreshment of the Scheme Mandate Limit . . . . . . . . . . . . . . . . . .	8
	Proposed Scheme Refreshment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
	Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
	Application for listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
–	Procedures for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
–	Experts and consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
–	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
–	Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
Letter from Ample Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13
Appendix	– Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		23

DEFINITIONS

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

“Adoption Date”	19 March 2003, being the date on which the Share
	Option Scheme was adopted by the Company
“AGM”	the annual general meeting of the Company held on
	30 August 2007
“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 the
	independent financial adviser to the Independent
	Board Committee and the Independent Shareholders
	in relation to the refreshment of the Existing Issue
	Mandate and the Existing Extension Mandate
“Articles”	the articles of association of the Company, as amended
	from time to time
“associates”	has the meaning as defined under the Listing Rules
“Board”	the board of Directors
“Companies Law”	the Companies Law, Chapter 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
“Company”	Concepta Investments Limited (to be renamed as OP
	Financial Investments Limited), a company
	incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the Stock
	Exchange
“concert party”	has the meaning of “acting in concert” as defined
	under the Takeovers Code
“controlling shareholder”	has the meaning as defined under the Listing Rules
“Director(s)”	director(s) of the Company
“EGM”	the extraordinary general meeting of the Company
	convened to be held at 11:00 a.m. on Monday, 21
	January 2008 at 27th Floor, Two Exchange Square, 8
	Connaught Place, Central, Hong Kong, or any
	adjournment thereof, to consider and, if thought fit,
	to approve the (i) refreshment of the Existing Issue
	Mandate; (ii) the refreshment of the Existing
	Repurchase Mandate; (iii) the refreshment of the
	Existing Extension Mandate; and (iv) the Scheme
	Mandate Limit

– 1 –

DEFINITIONS

• “EGM Notice”

• “Existing Extension Mandate”

• “Existing Issue Mandate”

• “Existing Repurchase Mandate”

• “Independent Board Committee”

• “Independent Shareholders”

the notice for convening the EGM set out on pages 23 to 27 in this circular

a general and unconditional mandate granted to the Directors at the date of the AGM to the effect that the total number of Shares which may be allotted and issued under the Existing Issue Mandate may be increased by an additional number representing such number of Shares actually repurchased under the Existing Repurchase Mandate, and thereafter, if refreshed shall follow the terms of the Refreshed Extension Mandate upon the approval of the refreshed limit by the Independent Shareholders at the EGM

a general and unconditional mandate granted to the Directors on the date of AGM to exercise the power of the Company to allot, issue or otherwise deal with Shares up to a maximum of 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of AGM, and thereafter, if refreshed shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of approval of the refreshed limit by the Independent Shareholders

a general and unconditional mandate granted to the Directors at the date of the AGM to enable them to repurchase Shares the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the AGM, and thereafter, if refreshed shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of approval of the refreshed limit by the Shareholders

• the independent board committee of the Company (comprising Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun, being all the independent non-executive Directors) formed by the Company to advise the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension Mandate

• the Shareholders other than OPFSGL, Ottness Investments Limited and their respective associate(s)

– 2 –

DEFINITIONS

“Latest Practicable Date”	27 December 2007, 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
“OPFSGL”	Oriental Patron Financial Services Group Limited, a
	Shareholder
“Options”	the option(s) to subscribe for Shares granted pursuant
	to the Share Option Scheme
“Placee(s)”	the subscriber(s) of the Placing Shares
“Placing”	the placing of the 600,000,000 Placing Shares, details
	of which are disclosed in the announcements of the
	Company dated 14 September 2007 and the circular of
	the Company dated 22 October 2007
“Placing Shares”	600,000,000 new Shares (attached with Warrants)
	issued and allotted to the Placees through the Placing,
	details of which are disclosed in the announcements
	of the Company dated 14 September 2007, 7 November
	2007 and 15 November 2007, and the circular of the
	Company dated 22 October 2007
“Proposed Scheme Refreshment”	the proposed refreshment of the Scheme Mandate
	Limit under the Share Option Scheme
“Refreshed Extension Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that the total
	number of Shares which may be allotted and issued
	under the Refreshed Issue Mandate may be increased
	by an additional number representing such number of
	Shares actually repurchased under the Refreshed
	Repurchase Mandate
“Refreshed Issue Mandate”	a general and unconditional mandate proposed to be
	granted to the Directors on the date of EGM to exercise
	the power of the Company to allot, issue or otherwise
	deal with Shares up to a maximum of 20% of the
	aggregate nominal amount of the share capital of the
	Company in issue as at the date of passing the relevant
	resolution as set out in the EGM Notice

– 3 –

DEFINITIONS

“Refreshed Repurchase Mandate” a general and unconditional mandate proposed to be granted to the Directors to enable them to repurchase Shares the aggregate nominal amount of which shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the relevant resolution as set out in the EGM Notice “Scheme Mandate Limit” the maximum number of Shares which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and other such schemes of the Company which initially shall not in aggregate exceed 10% of the Shares in issue as at the Adoption Date and thereafter, if refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.10 in the share capital of the Company “Shareholder(s)” holder(s) of the issued Shares “Share Option Scheme” the share option scheme adopted by the Company on the Adoption Date “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Hong Kong Codes on Takeovers and Mergers “Warrants” unlisted warrants 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 15 November 2007, being the date of completion of the Placing, to 14 November 2008 details of which are set out in the announcements of the Company dated 14 September 2007, 7 November 2007 and 15 November 2007 and the circular of the Company dated 22 October 2007

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 4 –

LETTER FROM THE BOARD

==> picture [60 x 58] intentionally omitted <==

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

Executive Directors: Zhang Zhi Ping (Chairman) Zhang Gaobo

Non-executive Directors:

Liu Hongru Zhang Huaqiao

Registered office: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

Independent non-executive Directors: Kwong Che Keung, Gordon He Jia Wang Xiaojun

Head office and principal place of business in Hong Kong: 27th Floor, Two Exchange Square 8 Connaught Place, Central Hong Kong

31 December 2007

To the Shareholders

Dear Sir/Madam

(I) PROPOSED REFRESHMENT OF GENERAL MANDATE

TO ISSUE NEW SHARES AND REPURCHASE SHARES; AND (II) PROPOSED REFRESHMENT OF THE 10 PER CENT LIMIT ON THE GRANT OF THE OPTIONS UNDER THE SHARE OPTION SCHEME

INTRODUCTION

The Directors propose to approve (i) the refreshment of the Existing Issue Mandate; (ii) the refreshment of the Existing Repurchase Mandate; (iii) the refreshment of the Existing Extension Mandate; and (iv) the Proposed Scheme Refreshment at the EGM.

The purposes of this circular are (i) to provide you information regarding (a) the refreshment of the Existing Issue Mandate, the Existing Repurchase Mandate and the Existing Extension Mandate; and (b) the Proposed Scheme Refreshment; (ii) to set out the letter of advice from the Independent Board Committee to the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension

* For identification purpose only

– 5 –

LETTER FROM THE BOARD

Mandate; (iii) to set out the letter of advice from the Ample Capital to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension Mandate; and (iv) to give you the EGM Notice.

PROPOSED REFRESHMENT OF THE EXISTING ISSUE MANDATE, EXISTING REPURCHASE MANDATE AND EXISTING EXTENSION MANDATE

At the AGM held on 30 August 2007, the Directors were granted (i) the Existing Issue Mandate to allot, issue and deal with new Shares up to 20% of the aggregate issued share capital of the Company as at the date of such meeting; (ii) the Existing Repurchase Mandate to purchase up to 10% of the aggregate issued share capital of the Company as at the date of such meeting; and (iii) the Existing Extension Mandate to increase the allotment and issue of new Shares under the Existing Issue Mandate by an additional number representing such number of Shares actually repurchased under the Existing Repurchase Mandate. As at the date of AGM, 100,000,000 Shares were in issue and accordingly, a maximum of 20,000,000 new Shares can be issued under the Existing Issue Mandate and a maximum of 10,000,000 Shares can be purchased by the Company under the Existing Repurchase Mandate. During the period from the date of the AGM to the Latest Practicable Date, the Existing Issue Mandate and the Existing Repurchase Mandate have not been utilized or refreshed.

On 14 September 2007, the Company announced, among others, the placing of 600,000,000 new Shares to be issued under specific mandate sought from the approval of the then independent Shareholders, on a fully underwritten basis, which involves the issue of 120,000,000 unlisted Warrants on the basis of one Warrant for every five Placing Shares. The Placing was completed on 15 November 2007. The 600,000,000 Placing Shares and the 120,000,000 unlisted Warrants were issued accordingly. As at the Latest Practicable Date, a total of 500,000 new Shares (“ Warrant Shares ”) had been issued upon the exercise of the unlisted Warrants.

As at the Latest Practicable Date, the number of issued Shares was 700,500,000 Shares. However, (i) under the Existing Issue Mandate, only 20,000,000 new Shares can be issued, representing less than 3% of the existing issued share capital of the Company as enlarged by the Placing Shares and the Warrants Shares; and (ii) under the Existing Repurchase Mandate, only 10,000,000 Shares can be purchased by the Company, representing less than 2% of the existing issued share capital of the Company as enlarged by the Placing Shares the Warrant Shares.

In order to (i) top up the number of Shares to be issued and repurchased pursuant to the Existing Issue Mandate and the Existing Repurchase Mandate respectively as a result of the Placing; and (ii) to provide flexibility and discretion to the Directors to raise funds for investment or working capital and/or to procure potential acquisition opportunities through issue new Shares in the future, the Directors propose to the Shareholders and the Independent Shareholders (as the case may be) resolutions to approve (a) the refreshment of Existing Issue Mandate; (b) the refreshment of the Existing Repurchase Mandate; and (c) the refreshment of the Existing Extension Mandate.

– 6 –

LETTER FROM THE BOARD

Subject to the passing of the relevant resolutions to approve the refreshment of the Existing Issue Mandate, the Existing Repurchase Mandate and the Existing Extension Mandate at the EGM, and assuming that no further subscription of new Shares upon exercise of Warrants and no Shares will be issued or repurchased by the Company on or prior to the date of the EGM, the number of Shares in issue on the date of the EGM would be 700,500,000 Shares, which means that the Directors would be authorized to (i) allot and issue a maximum of 140,100,000 new Shares under the Refreshed Issue Mandate; (ii), purchase a maximum of 70,050,000 Shares under the Refreshed Repurchase Mandate; and (iii) to issue further Shares equal to the Shares repurchased under the Refreshed Extension Mandate.

Pursuant to Rule 13.36(4) of the Listing Rules, any refreshment of the Existing Issue Mandate and the Existing Extension Mandate made before the next annual general meeting requires any controlling shareholders and their respective associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the issuer and their respective associates to abstain from voting in favour of the ordinary resolutions for the refreshment of the Existing Issue Mandate and the Existing Extension Mandate. As at the Latest Practicable Date, Ottness Investments Limited was the controlling Shareholder, holding 330,000,000 Shares representing approximately 47.11% of the issued share capital of the Company. OPFSGL, which held 29,800,000 Shares representing approximately 4.25% of the issued share capital of the Company as at the Latest Practicable Date, was a concert party to Ottness Investments Limited by virtue of the fact the entire issued share capital of Ottness Investments Limited is owned in equal share by Mr. Zhang Zhi Ping and Mr. Zhang Gaobo, two of the Directors. Ottness Investments Limited, OPFSGL and their respective associate(s) will abstain from voting at the EGM in relation to the resolutions to approve the refreshment of the Existing Issue Mandate and the Existing Extension Mandate. The approval of relevant resolutions will be taken by way of poll.

The Refreshed Issue Mandate, the Refreshed Repurchase Mandate and the Refreshed Extension Mandate will, if granted, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles, the Companies Law or any other applicable law of the Cayman Islands; and (iii) its revocation or variation by ordinary resolutions of the Shareholders in the general meeting of the Company.

In accordance with the Listing Rules, an explanatory statement is set out in the appendix to this circular to provide you with the requisite information to enable you to make an informed decision on whether to vote for or against the proposed ordinary resolution for the Refreshed Repurchase Mandate at the EGM.

– 7 –

LETTER FROM THE BOARD

PROPOSED REFRESHMENT OF THE SCHEME MANDATE LIMIT

Proposed Scheme Refreshment

Immediately after the Adoption Date, 10,000,000 Shares were the maximum number of Shares which may be issued upon exercise of all options under the Share Option Scheme and other schemes of the Company, being 10% of the Shares in issue at that time. During the period from the Adoption Date to the Latest Practicable Date, the Company had not granted any options pursuant to the Share Option Scheme and thus there were no outstanding Options as at the Latest Practicable Date.

In view of the enlarged issued share capital of the Company as a result of the Placing, the Company proposes to refresh the Scheme Mandate Limit based on the issued share capital of the Company at the date of the EGM.

If the Scheme Mandate Limit is refreshed, on the basis of 700,500,000 Shares in issue as at the Latest Practicable Date and assuming that no further subscription of new Shares upon exercise of Warrants and no Shares will be issued or repurchased by the Company prior to the date of the EGM, the Scheme Mandate Limit will be re-set to 70,050,000 Shares and the Company will be allowed to grant further options under the Share Option Scheme and other share option schemes carrying rights to subscribe for a maximum of 70,050,000 Shares.

The Directors consider that it is in the interests of the Company to refresh the Scheme Mandate Limit to permit the grant of further Options under the Share Option Scheme so as to provide incentives to, and recognise the contributions of, the Company’s employees and other selected grantees.

It is proposed that subject to the approval of the Shareholders at the EGM and such other requirements prescribed under the Listing Rules, the Scheme Mandate Limit will be refreshed so that the total number of securities which may be issued upon exercise of all options to be granted under the Share Option Scheme and all other share option schemes of the Company under the Scheme Mandate Limit as refreshed shall not exceed 10% of the Shares in issue as at the date of approval of the Proposed Scheme Refreshment by the Shareholders at the EGM, and options previously granted under the Share Option Scheme and/or any other share option scheme(s) of the Company (including without limitation those outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company) will not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

Pursuant to the Listing Rules, the Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company at any time will not exceed 30% of the Shares in issue from time to time. No Options shall be granted under any scheme(s) of the Company if this will result in the 30% limit being exceeded.

– 8 –

LETTER FROM THE BOARD

Conditions

As required by the Share Option Scheme and the Listing Rules, an ordinary resolution will be proposed at the EGM to approve the Proposed Scheme Refreshment.

The adoption of the refreshed Scheme Mandate Limit is conditional upon:

• (a) the Shareholders passing an ordinary resolution to approve the Proposed Scheme Refreshment at the EGM; and

• (b) the Stock Exchange granting the approval of the listing of, and permission to deal in, the new Shares to be issued pursuant to the exercise of any Options that may be granted under the Share Option Scheme under the refreshed Scheme Mandate Limit not exceeding 10% of the number of Shares in issue as at the date of approval by the Shareholders.

Application for Listing

An application will be made to the Stock Exchange in respect of the approval referred to in (b) under the paragraph headed “Conditions” above.

EGM

Set out on pages 23 to 27 in this circular is a notice convening the EGM to be held at 11:00 a.m. on Monday, 21 January 2008 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong, at which ordinary resolutions proposed to the Shareholders and the Independent Shareholders (as the case may be) to consider and, if thought fit, among other matters, (i) the refreshment of the Existing Issue Mandate; (ii) the refreshment of the Existing Repurchase Mandate; (iii) the refreshment of the Existing Extension Mandate; and (iv) the Proposed Scheme Refreshment.

A form of proxy for use at the EGM is enclosed. Whether or not the Shareholders are able to attend the meeting or any adjourned meeting, they are requested to complete the accompanying form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the meeting should they wish to do so.

– 9 –

LETTER FROM THE BOARD

PROCEDURES FOR DEMANDING A POLL

Pursuant to Article 87 of the Articles, a resolution put to the vote at any general meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least five Shareholders present in person or, in the case of a corporation, by its duly authorised representative or by proxy and entitled to vote who represent in the aggregate of not less than one-tenth of the total voting rights of all shareholders having the right to attend or vote at the meeting; or

• (iii) by any shareholder or shareholders of the Company present in person or by a duly authorised corporate representative or by proxy and representing not less than one-tenth of the total voting rights of all the shareholders having the right to vote at the meeting; or

• (iv) by any shareholder or shareholders present in person or, in the case of a corporation, by its duly authorised representative or by proxy and holding shares in the Company conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

RECOMMENDATION

The Directors are of the opinion that (i) the refreshment of the Existing Issue Mandate, (ii) the refreshment of the Existing Repurchase Mandate; (iii) the refreshment of the Existing Extension Mandate; and (iv) Proposed Scheme Refreshment are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Independent Shareholders (as the case may be) and the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

An Independent Board Committee has been formed to advise the Independent Shareholders in connection with the refreshment of the Existing Issue Mandate and the Existing Extension Mandate. Ample Capital has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension Mandate. Ample Capital considers the refreshment of the Existing Issue Mandate and the Existing Extension Mandate is fair and reasonable so far as the Independent Shareholders are concerned and the refreshment of the Existing Issue Mandate and the Existing Extension Mandate is in the interests of the Company and the Shareholders as a whole. The text of the letter of advice from Ample Capital containing its recommendation in respect of the refreshment of Existing Issue Mandate and the Existing Extension Mandate is set out on pages 13 to 19 of this circular. The Independent Board Committee, having taken into account the advice of the Ample Capital, considers the refreshment of Existing Issue Mandate and the Existing Extension Mandate is fair and reasonable so far as the

– 10 –

LETTER FROM THE BOARD

Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends that the Independent Shareholders should vote in favour of the relevant resolutions to be proposed at the EGM to approve the refreshment of the Existing Issue Mandate and the Existing Extension Mandate. The full text of the letter from the Independent Board Committee is set out on page 12 of this circular.

EXPERT AND CONSENT

The following are the qualifications of the expert who have been named in this circular or have given opinions, letters or advice which are contained in this circular:

		Nature of
Name	Qualification	opinion/letter/advice
Ample Capital	a licensed corporation under the	Letter of advice to the
	SFO to carry on type 4 (advising	Independent Board
	on securities), type 6 (advising on	Committee and the
	corporate finance) and type 9	Independent Shareholders
	(asset management) regulated
	activities

As at the Latest Practicable Date, Ample Capital did not have any beneficial interest in the share capital of the Company or had any right, whether legally enforceable or not, to subscribe for or to nominate persons to subscribe for Shares and has any interest, either directly or indirectly, in any assets which have been, since 31 March 2007, being the date to which the latest published audited accounts of the Company were made up, acquired or disposed of by or leased to or are proposed to be acquired or disposed of by or leased to the Company.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

ADDITIONAL INFORMATION

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

Yours faithfully, For and on behalf of the Board Concepta Investments Limited Zhang Zhi Ping Chairman

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [60 x 58] intentionally omitted <==

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

31 December 2007

To the Independent Shareholders

Dear Sir/Madam

PROPOSED REFRESHMENT OF EXISTING ISSUE MANDATE AND THE EXISTING EXTENSION MANDATE

We refer to the circular (the “ Circular ”) issued by the Company to the Shareholders dated 31 December 2007 of which this letter forms part.

Unless the context otherwise requires, terms and expressions defined in the Circular have the same meanings when used in this letter.

We have been appointed by the Board to advise the Independent Shareholders as to whether, in our opinion, the refreshment of the Existing Issue Mandate and the Existing Extension Mandate is fair and reasonable so far as the Independent Shareholders are concerned. Ample Capital has been appointed as the independent financial adviser to advise us and the Independent Shareholders in this respect. Details of its recommendation and principal factors taken into consideration in arriving at its recommendation are set out in the letter from Ample Capital on pages 13 to 19 of the Circular.

We wish to draw your attention to the letter from the Board and the letter from the Ample Capital as set out in the Circular. Having considered the principal factors and reasons and the advice of the Ample Capital as set out in its letter of advice, we consider that the refreshment of the Existing Issue Mandate and the Existing Extension Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interest of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the relevant resolutions to approve the refreshment of the Existing Issue Mandate and the Existing Extension Mandate at the EGM.

Yours faithfully

For and on behalf of

Independent Board Committee

Kwong Che Keung, Gordon

He Jia Wang Xiaojun

Independent non-executive Directors

* For identification purpose only

– 12 –

LETTER FROM AMPLE CAPITAL

The following is the full text of a letter of advice from Ample Capital to the Independent Board Committee and the Independent Shareholders prepared for the purpose of inclusion in this circular:

==> picture [107 x 42] intentionally omitted <==

Ample Capital Limited Unit A, 14/F. Two Chinachem Plaza 135 Des Voeux Road Central Hong Kong

31 December 2007

To the Independent Board Committee and the Independent Shareholders of Concepta Investments Limited

Dear Sirs or Madams,

REFRESHMENT OF GENERAL MANDATE TO ISSUE NEW SHARES

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the proposed refreshment of the Existing Issue Mandate and the proposed refreshment of the Existing Extension Mandate, details of which are set out in the “Letter from the Board” (the “Letter from the Board”) in the circular (the “Circular”) issued by the Company to the Shareholders dated 31 December 2007, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings ascribed to them in the Circular unless the context otherwise requires.

As stated in the Letter from the Board, the Board proposed to refresh the Existing Issue Mandate for the Directors to issue and allot Shares not exceeding 20% of the issued share capital of the Company as at the date of the EGM, and to refresh the Existing Extension Mandate so that the Directors be given a general mandate to issue further Shares equal to the number of Shares repurchased under the Refreshed Repurchase Mandate.

In accordance with Rule 13.36(4)(a) of the Listing Rules, the proposed refreshment of the Existing Issue Mandate and the Existing Extension Mandate requires the approval of the Independent Shareholders by poll at the EGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the refreshment of the Existing Issue Mandate and the Existing Extension Mandate at the EGM.

– 13 –

LETTER FROM AMPLE CAPITAL

As at the Latest Practicable Date, Ottness Investments Limited was the controlling Shareholder, holding 330,000,000 Shares representing approximately 47.11% of the issued share capital of the Company. OPFSGL, which held 29,800,000 Shares representing approximately 4.25% of the issued share capital of the Company as at the Latest Practicable Date, was a concert party to Ottness Investments Limited by virtue of the fact the entire issued share capital of Ottness Investments Limited is owned in equal share by Mr. Zhang Zhi Ping and Mr. Zhang Gaobo, two of the Directors. Ottness Investments Limited, OPFSGL and their respective associate(s) will abstain from voting at the EGM in relation to the resolutions to approve the refreshment of the Existing Issue Mandate and the Existing Extension Mandate.

An independent board committee, comprising all the independent non-executive Directors, namely Mr. Kwong Che Keung, Gordon, Professor He Jia and Mr. Wang Xiaojun, has been established to advise the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate and the Existing Extension Mandate.

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the statements, information and representations contained in the Circular and the information and representations provided to us by the Directors and the management of the Company. We have assumed that all information and representations contained or referred to in the Circular and all information and representations which have been provided by the Directors and the management of the Company for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular. We have no reason to doubt the truth, accuracy and completeness of the information and presentation provided to us by the Directors.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. Having made all reasonable enquiries, the Directors have further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Company.

– 14 –

LETTER FROM AMPLE CAPITAL

PRINCIPAL FACTORS TAKEN INTO ACCOUNT

In arriving at our opinion to the Independent Board Committee and the Independent Shareholders in respect of the grant of the Refreshed Issue Mandate and the Refreshed Extension Mandate, we have taken the following principal factors and reasons into consideration:

(a) Background

The Existing Issue Mandate granted to the Directors was approved at the annual general meeting held on 30 August 2007 to issue up to 20,000,000 Shares, representing 20% of the then issued share capital of the Company. The Existing Issue Mandate has not been renewed since the Company’s annual general meeting.

On 14 September 2007, the Company announced, among others, the placing of 600,000,000 new Shares to be issued under specific mandate sought from the approval of the then independent Shareholders, on a fully underwritten basis, which involves the issue of 120,000,000 unlisted Warrants on the basis of one Warrant for every five Placing Shares. The Placing was completed on 15 November 2007. The 600,000,000 Placing Shares and the 120,000,000 unlisted Warrants were issued accordingly. As at the Latest Practicable Date, a total of 500,000 new Shares (“ Warrant Shares ”) had been issued upon the exercise of the unlisted Warrants.

As at the Latest Practicable Date, the number of issued Shares was 700,500,000 Shares. However, under the Existing Issue Mandate, only 20,000,000 new Shares can be issued, representing less than 3% of the existing issued share capital of the Company as enlarged by the Placing Shares and the Warrants Shares. Accordingly, the Existing Issue Mandate was substantially diluted.

In order to (i) top up the number of Shares to be issued pursuant to the Existing Issue Mandate as a result of the Placing; and (ii) to provide flexibility and discretion to the Directors to raise funds for investment or working capital and/or to procure potential acquisition opportunities through issue new Shares in the future, the Directors propose to the Independent Shareholders resolutions to approve the refreshment of Existing Issue Mandate and the refreshment of the Existing Extension Mandate.

Subject to the passing of the relevant resolutions to approve the refreshment of the Existing Issue Mandate, the Existing Repurchase Mandate, and the Existing Extension Mandate at the EGM, and assuming that no further subscription of new Shares upon exercise of Warrants and no other Shares will be issued or repurchased by the Company on or prior to the date of the EGM, the number of Shares in issue as at the date of the EGM would be 700,500,000 Shares, which means that the Directors would be authorized to (i) allot and issue a maximum of 140,100,000 new Shares under the Refreshed Issue Mandate and (ii) to issue further Shares equal to the Shares repurchased under the Refreshed Extension Mandate.

– 15 –

LETTER FROM AMPLE CAPITAL

(b) History of fund raising exercises

As stated in the announcement of the Company dated 14 September 2007, the Company entered into a placing agreement on 7 September 2007 with a placing agent pursuant to which an aggregate of 600,000,000 new Shares would be placed by the placing agent on behalf of the Company, on a fully underwritten basis, at the price of HK$1.2 per Placing Share, which involves the issue of 120,000,000 unlisted Warrants. The Placing Shares represent 600% of the then existing issued share capital of the Company of 100,000,000 Shares. The net proceeds of the Placing were estimated to be approximately HK$700 million and were intended to be applied as general working capital of the Company. The Placing Shares were issued under the specific mandate granted in the extraordinary general meeting held on 7 November 2007. The Placing was completed on 15 November 2007.

Save for the Placing, there were no other fund raising exercises or transactions in relation to the issue of new shares of the Company for the 12 months immediately preceding the Latest Practicable Date.

(c) Liquidity position of the Company

In accordance with the Company’s annual report for the year ended 31 March 2007, the Company had cash and bank balances of approximately HK$30.6 million and a current ratio of approximately 350% on the basis of total current assets over total current liabilities. This has not taken into account the effect of the Placing with net proceeds of approximate HK$700 million as mentioned above. The Directors confirmed that while they are actively pursuing target of potential investment or acquisition, there is no definite plan for any investment or acquisition of the Company nor is there any immediate funding need for the operation of the Company. However, the Directors cannot preclude the possibilities that additional funding may still be needed for investment development as well as other opportunities arise in the future.

(d) Financial flexibility

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.

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. As mentioned in the circular of the Company dated 22 October 2007, 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. In view of that, the Board anticipates that there might be funding needs from the Company to capture investment opportunities in the future. We are of the view that if investment or acquisition opportunities arise,

– 16 –

LETTER FROM AMPLE CAPITAL

decisions have to be made promptly and it is critical that the Company has the financial resources to meet such needs. As mentioned above, the Existing Issue Mandate has been substantially diluted. Under such circumstances, if there is no grant of the Refreshed Issue Mandate and the Refreshed Extension Mandate between now to the next annual general meeting of the Company, the Company may have to wait till August 2008 (i.e. the normal time to convene the Company’s next annual general meeting), which is around eight months from the date of this letter before a new general mandate may be granted to the Directors by resolution of Shareholders. The Refreshed Issue Mandate and the Refreshed Extension Mandate provide the Company with maximum flexibility as allowed under the Listing Rules to allot and issue securities for cash or as consideration to acquire suitable assets as and when such opportunities arise. The increased amount of capital which may be raised under the Refreshed Issue Mandate and the Refreshed Extension Mandate provides an additional option of financing to the Company when assessing and negotiating potential acquisitions and/or investment. In addition, the utilization of the Refreshed Issue Mandate and the Refreshed Extension Mandate will have the effect of strengthening the capital and shareholders’ base of the Company. Consequently, we are of the opinion that the Refreshed Issue Mandate and the Refreshed Extension Mandate are in the interests of the Company and the Shareholders as a whole.

(e) Other fund raising alternatives

Other than raising fund by way of issuing equity capital, we understand from the Directors that the Company will also consider other financing methods such as bank financing, debt financing and funding through internal resources to meet its financing requirements arising from future investment of the Company, depending on the then financial position, capital structure and cost of funding of the Company as well as the then market condition. However, equity financing is interest and security free by nature. As such, we are of the view that the Refreshed Issue Mandate and the Refreshed Extension Mandate will serve as one of the alternatives for the Company to finance the Company’s business development needs.

– 17 –

LETTER FROM AMPLE CAPITAL

(f) Potential dilution to shareholding of the Independent Shareholders

We set out below the shareholding structure of the Company as at the Latest Practicable Date and the potential shareholding dilution of existing Independent Shareholders upon full utilization of the Refreshed Issue Mandate (assuming that the proposed Refreshed Issue Mandate is approved at the EGM):

OPFSGL_(Note 1) Ottness Investments Limited (Note 2) Independent Shareholders Shares that may be issued under the renewed Refreshed Issue Mandate Total _Note:	As at the Latest Practicable Date Shares % 29,800,000 4.25 330,000,000 47.11 340,700,000 48.64 – – 700,500,000 100.00	Upon full utilisation of the Refreshed Issue Mandate Shares % 29,800,000 3.55 330,000,000 39.26 340,700,000 40.53 140,100,000 16.67 840,600,000 100.00	Upon full utilisation of the Refreshed Issue Mandate Shares % 29,800,000 3.55 330,000,000 39.26 340,700,000 40.53 140,100,000 16.67 840,600,000 100.00
			100.00

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 ultimately and 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 ultimately and beneficially owned as to 89% by Mr. Zhang Zhi Ping (a Director) and 11% by an independent third party.

2. Ottness Investments Limited is an investment holding company incorporated in the BVI and its entire issued share capital is ultimately and beneficially owned in equal share by Mr. Zhang Zhi Ping and Mr. Zhang Gaobo, two of the Directors.

Shareholders should be aware that the Existing Issue Mandate will be revoked upon approval at the EGM by the Independent Shareholders of the grant of the Refreshed Issue Mandate and the Refreshed Extension Mandate which will be and continue to be in force until the earliest of (i) the conclusion of the next annual general meeting of the Company unless the general mandate is renewed by a separate ordinary resolution; or (ii) the date when it is revoked or varied by ordinary resolution of the Shareholders in general meeting.

As set out above, 140,100,000 Shares would be issued upon full utilization of the Refreshed Issue Mandate, represents 20% of the issued share capital of the Company as at the Latest Practicable Date, or approximately 16.67% of the issued

– 18 –

LETTER FROM AMPLE CAPITAL

share capital of the Company as enlarged by the Shares to be issued under the Refreshed Issue Mandate. The aggregate shareholding of the existing Independent Shareholders would decrease from approximately 48.64% to approximately 40.53%, representing a potential maximum dilution of approximately 16.67% upon full utilization of the Refreshed Issue Mandate.

Taking into account that (i) the Refreshed Issue Mandate allows the Company to raise capital by allotment and issuance of Shares before the next annual general meeting; (ii) the Refreshed Issue Mandate provides more flexibility and options of financing to the Company for further development of its business and for other potential future investment as and when such opportunities arise; and (iii) the shareholding of all the Shareholders will be diluted to the same extent upon any utilisation of the Refreshed Issue Mandate, we consider such dilution or potential dilution of shareholding of the Independent Shareholders acceptable.

RECOMMENDATION

Having taken into account the principal factors and reasons referred to the above, we are of the opinion that the refreshment of the Existing Issue Mandate and the Existing Extension Mandate are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. We therefore advise the Independent Shareholders, and also advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the ordinary resolutions to approve the refreshment of the Issue Mandate and the refreshment of the Extension Mandate to be proposed at the EGM.

Yours faithfully, For and on behalf of

Ample Capital Limited H. W. Tang President

– 19 –

APPENDIX

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information to enable you to make an informed decision whether to vote for or against the resolution to approve the grant of the Refreshed Repurchase Mandate to the Directors.

LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by its memorandum of association and the Articles to repurchase its own securities.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 700,500,000 Shares. Subject to the passing of the proposed resolution for the grant of the Refreshed Repurchase Mandate and on the basis that no further subscription of new Shares upon exercise of Warrants and no Shares will be allotted and issued or repurchased by the Company prior to the date of the EGM, the Company will be allowed under the Refreshed Repurchase Mandate to repurchase a maximum of 70,050,000 Shares.

REASONS FOR THE REPURCHASE

The Directors believe that the Refreshed Repurchase Mandate is in the interests of the Company and the Shareholders. An exercise of the Refreshed Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and the Shareholders.

FUNDING OF REPURCHASES

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and the Articles, the Listing Rules and the applicable laws of the Cayman Islands, including but not limited to profits of the Company or the proceeds of a fresh issue of Shares made for the purpose of the repurchase.

Taking into account the current working capital position of the Company, the Directors consider that, if the Refreshed Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 March 2007, being disclosed in the Company’s latest published audited accounts contained in the annual report for the year ended 31 March 2007. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

– 20 –

APPENDIX

EXPLANATORY STATEMENT

SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

		Highest	Lowest
		HK$	HK$
2006
December		0.290	0.290
2007
January		0.290	0.290
February		0.300	0.290
March		0.370	0.300
April		0.450	0.250
May		0.550	0.300
June		1.000	0.460
July		1.500	0.650
August		1.340	0.800
September		2.600	1.100
October		3.150	1.700
November		2.550	1.500
December	(Note)	2.380	1.510

Note: Up to the Latest Practicable Date

DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases of the Shares pursuant to the Refreshed Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum of association of the Company and the Articles.

DISCLOSURE OF INTERESTS

None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, their associates, have any present intention to sell to the Company any of the securities in the Company if the Refreshed Repurchase Mandate is approved at the EGM.

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase securities pursuant to the Refreshed Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

– 21 –

APPENDIX

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Ottness Investments Limited (“ Ottness ”) and its concert party, namely OPFSGL, which held 330,000,000 Shares and 29,800,000 Shares respectively, representing approximately 47.11% and 4.25% of the issued share capital of the Company. On the basis that 700,500,000 Shares in issue as at the Latest Practicable Date and assuming that no further subscription of new Shares upon exercise of Warrants and no Shares will be issued or repurchased by the Company prior to the date of the EGM, if the Refreshed Repurchase Mandate were exercised in full, the percentage interests in the Company of Ottness and its concert parties (including OPFSGL) and its associates would increase to approximately 57.07% of the then issued share capital of the Company. As a result, Ottness and its concert parties (including OPFSGL) may be obliged to make a mandatory offer under Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, no connected person (within the meaning ascribed to it in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any securities of the Company nor has such connected person undertaken not to sell any of the securities held by him/her/it to the Company in the event that the Refreshed Repurchase Mandate is granted.

SECURITIES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

– 22 –

NOTICE OF EGM

==> picture [60 x 58] intentionally omitted <==

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

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Concepta Investments Limited (“ Company ”) will be held at 11:00 a.m. on Monday, 21 January 2008 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong for the following purposes:

ORDINARY RESOLUTIONS

1. “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the Directors at the annual general meeting of the Company held on 30 August 2007 and is hereby revoked and replaced by the mandate THAT :

   • (a) subject to paragraph (c) below, pursuant to the Rules (“ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with the unissued shares (each a “ Share ”) of HK$0.10 each in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

   • (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers after the end of the Relevant Period;

   • (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue; or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and

2. For identification purpose only

– 23 –

NOTICE OF EGM

issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the directors of the Company are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (“ Companies Law ”) or any other applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the directors of the Company to holders of Shares on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any

– 24 –

NOTICE OF EGM

restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. “ THAT to the extent not already exercised, the mandate to purchase shares of the Company given to the Directors at the annual general meeting of the Company held on 30 August 2007 and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period of all powers of the Company to purchase shares (each a “ Share ”) of HK$0.10 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Laws or any other applicable law of the Cayman Islands to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.”

– 25 –

NOTICE OF EGM

1. “ THAT conditional on the passing of resolution numbered 1 above, the general mandate granted to the directors of the Company pursuant to paragraph (a) of resolution numbered 1 above be and it is hereby extended by the addition to the aggregate nominal amount of the shares of HK$0.10 each in the capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company purchased or agreed to be purchased by the Company pursuant to or in accordance with the authority granted under paragraph (b) of resolution numbered 2 above.”

2. “ THAT subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of Hong Kong Limited of, the listing of and permission to deal in, the Shares to be issued pursuant to the exercise of options granted under the refreshed scheme mandate limit (“ Scheme Mandate Limit ”) under the share option scheme conditionally adopted by a resolution in writing passed by the sole Shareholder on 19 March 2003 in the manner as set out in paragraph (a) of this resolution below,

3. (a) the refreshment of the Scheme Mandate Limit of up to 10% of the Shares of the Company in issue as at the date of passing this resolution be and is hereby approved; and

4. (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

Yours faithfully,

By order of the Board

Concepta Investments Limited Wong Hiu Ling Company Secretary

Hong Kong, 31 December 2007

Registered office: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman Cayman Islands

Head office and principal place of business in Hong Kong: 27th Floor, Two Exchange Square 8 Connaught Place, Central Hong Kong

– 26 –

NOTICE OF EGM

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the offices of the Company’s Hong Kong branch registrar, Tricor Abacus Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no less than 48 hours before the time for holding the meeting or adjourned meeting.

3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. In the case of joint registered holders of a share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall also be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

– 27 –