Tencent Holdings Limited — Proxy Solicitation & Information Statement 2006

Nov 20, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Daqing Petroleum and Chemical Group Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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Daqing Petroleum and Chemical Group Limited 大慶石油化工集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0362)

DISCLOSEABLE TRANSACTION

ACQUISITION OF BETTER DAY POWER LTD.

20 November 2006

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons and benefits for the Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Listing Rules implications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

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DEFINITIONS

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

“Acquisition”	the transactions contemplated under the Share
	Purchase Agreement, including without limitation, the
	acquisition of the entire issued share capital of BPL
“Board”	the board of Directors
“BPL”	Better Day Power Ltd., a company incorporated under
	the laws of the BVI with limited liability, and is
	wholly-owned by the Vendor
“BVI”	the British Virgin Islands
“Company”	Daqing Petroleum and Chemical Group Limited, a
	company incorporated in the Cayman Islands with
	limited liability, the Shares of which are listed on the
	Stock Exchange
“Completion”	completion of the Acquisition pursuant to the terms
	of the Share Purchase Agreement
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Interest Rate”	the rate of interest of 5.5% per annum
“Latest Practicable Date”	15 November 2006, being the latest practicable date
	prior to the printing of this circular for ascertaining
	certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“MBD Power”	牡丹江佳日熱電有限公司(Mudanjiang Better Day
	Power Ltd.), a wholly foreign owned enterprise
	established by BPL
“PRC”	the People’s Republic of China

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DEFINITIONS

“Purchaser”	Perfect Prosper Investments Limited, a company
	incorporated under the laws of the BVI with limited
	liability, and a wholly-owned subsidiary of the
	Company
“SFO”	Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
“Shares”	ordinary shares of HK$0.01 each in the share capital
	of the Company
“Share Purchase	the share purchase agreement dated 27 October 2006
Agreement”	entered into between the Vendor and the Purchaser in
	relation to the sale and purchase of the interest in BPL
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Expert Star Group Limited, a company incorporated
	in the BVI with limited liability
“%”	per cent.

For illustration purpose only, amounts expressed in RMB in this circular have been converted into HK$ at the rate of HK$1 = RMB1.02.

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LETTER FROM THE BOARD

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Daqing Petroleum and Chemical Group Limited 大慶石油化工集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0362)

Executive Directors: Chan Yuk Foebe Peng Zhanrong Chiau Che Kong

Independent non-executive Directors: Ma Wing Yun Bryan Meng Fanxi Yau Chung Hong

Registered Office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman British West Indies

Principal Place of Business: Room 1818, 18/F. Hutchison House 10 Harcourt Road Hong Kong

20 November 2006

To the shareholders of the Company,

Dear Sirs,

DISCLOSEABLE TRANSACTION ACQUISITION OF BETTER DAY POWER LTD.

INTRODUCTION

The Directors announced that on 27 October 2006, the Share Purchase Agreement was entered into between the Purchaser and the Vendor pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to purchase the entire issued share capital of BPL. BPL is the legal and beneficial owner of the entire equity interest in MBD Power. The total consideration of the Acquisition is HK$200 million.

The purpose of this circular is to give you information regarding the Acquisition and other information required under the Listing Rules.

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LETTER FROM THE BOARD

THE AGREEMENT

Date: 27 October 2006

Parties:

Vendor: Expert Star Group Limited Purchaser: Perfect Prosper Investments Limited, a wholly-owned subsidiary of the Company

The Vendor is an investment holding company. The ultimate beneficial owner of the Vendor was introduced to the Directors in a business conference more than one year ago. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, each of the Vendor, BPL, MBD Power and their ultimate beneficial owners are third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company.

Assets to be acquired:

2 ordinary shares of BPL, representing the entire issued share capital of BPL. The only material asset of BPL is its investment in the entire issued share capital of MBD Power.

MBD Power is principally engaged in the generation and supply of power and steam in Mudanjiang, Heilongjiang Province, the PRC. The coal powered generation plant of MBD Power has generation capacities of 1.6 million tonnes of steam and 200 million kilowatt hour of electricity. The power plant has been in operation since the 1960s. MBD Power is (i) the sole electricity and steam supplier to the Bio-chemical Division of the Group since August 2006; and (ii) the sole steam supplier to the Group’s polyvinyl-chloride and vinyl acetate plants since 1960s and October 2004 respectively.

Set out below is a summary of the financial results of MBD Power, prepared based on the PRC Generally Accepted Accounting Principles (the “PRC GAAP”):

	Nine months ended
	30 September	Year ended	31 December
	2006	2005	2004
	RMB million	RMB million	RMB million
	(approximately	(approximately	(approximately
	HK$ million)	HK$ million)	HK$ million)
	(unaudited)	(audited)	(audited)
Turnover	54.3 (53.2)	65.1 (63.8)	59.8 (58.6)
Loss before tax_(note)_	11.2 (11.0)	14.3 (14.0)	0.6 (0.6)
Loss attributable to shareholders
of MBD Power_(note)_	11.2 (11.0)	14.3 (14.0)	0.6 (0.6)

Note: There were no extraordinary items for each of the years ended 31 December 2004 and 2005 and nine months ended 30 September 2006.

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LETTER FROM THE BOARD

In 2005 and the nine months ended 30 September 2006, MBD Power suffered from significant losses. Such losses were attributable to ineffective revenue control, inefficient sourcing of raw materials and excessive personnel costs. According to the unaudited management accounts of MBD Power for the months of August and September 2006, MBD Power achieved monthly net profits attributable to its shareholders of approximately HK$360,000 and HK$451,000 respectively. The improvement in performance is the result of tightened management control introduced by the new management, including more stringent internal control procedures, suppliers sourcing procedures, as well as increased demand for MBD Power’s products which led to improved sales.

The following is a summary of the net assets/liabilities value of MBD Power, prepared based on the PRC GAAP:

		30 September	31 December	31 December
		2006	2005	2004
		(unaudited)	(audited)	(audited)
Net	assets/(liabilities) value
in	RMB million	107.1 (note)	(8.5)	5.8
Net	assets/(liabilities) value
in	HK$ million	105.0 (note)	(8.3)	5.7

Note: extracted from the unaudited management accounts of MBD Power

An independent valuation (the “Valuation”) has been prepared for all the assets of MBD Power as at 30 September 2006 by 牡丹江金江資產評估事務所 (Mudanjiang Jin Jiang Property Assessment Co., Ltd.,), an independent PRC firm of professional valuers (the “PRC Valuer”), based on the open market value for all assets, including land and property, plant and equipment of MBD Power.

The significant change from net liabilities value of MBD Power of RMB8.5 million (approximately HK$8.3 million) as at 31 December 2005 to net assets value of RMB107.1 million (approximately HK$105.0 million) as at 30 September 2006 (being unaudited) is mainly contributed by (i) the capital injection of RMB46.0 million (approximately HK$45.1 million) in cash by the Vendor to MBD Power; and (ii) the upward revaluation of the assets under the preliminary Valuation of approximately RMB63.0 million (approximately HK$61.8 million) to the extent which has been preliminarily agreed by the relevant PRC tax authorities. According to the preliminary Valuation by the PRC Valuer, the net assets value of MBD Power as at 30 September 2006 was approximately RMB138.0 million (approximately HK$135.3 million), which includes, among other things, (i) the capital injection of RMB46.0 million (approximately HK$45.1 million); (ii) the aforementioned upward revaluation of the assets in the amount of RMB63.0 million (approximately HK$61.8 million) as preliminary agreed by the relevant PRC tax authorities; and (iii) a further amount of RMB30.9 million (approximately HK$30.3 million) in upward revaluation of the assets which is yet to be agreed with the relevant PRC tax authorities.

Since BPL is only incorporated on 7 February 2006, therefore, no financial statements has been prepared. Save for its investment in MBD Power, BPL has no other material assets and no significant liabilities as at the Latest Practicable Date.

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LETTER FROM THE BOARD

Consideration:

The total consideration for the Acquisition is HK$200 million. The total consideration has been arrived at between the parties after arm’s length negotiations. The total consideration represents a premium of approximately HK$95 million, or 90.5%, over the unaudited net assets value under the PRC GAAP of MBD Power as at 30 September 2006 as the Directors considered that (i) the financial performance of MBD Power has been improving recently; (ii) the replacement value of the power plant is relatively high; and taking into account of (iii) the income generating potential of MBD Power; and (iv) the costs savings and synergy arising for the Group’s existing production operations. The Directors estimate that the replacement value (based on current market prices) of the principal plant and equipment to be approximately RMB200 million (approximately HK$196 million).

The total consideration will be settled by cash and is payable in two instalments as follows:

• (1) HK$20,000,000, being 10% of the total consideration (the “Initial Consideration”), is payable on the date of Completion; and

• (2) HK$180,000,000, being 90% of the total consideration (the “Deferred Consideration”), is payable within one year from the date of Completion (the “Deferred Consideration Due Date”).

The Deferred Consideration, together with the interest accruing thereon on a monthly basis at the Interest Rate from the date of Completion until the date of the actual payment of the Deferred Consideration, shall be paid by the Purchaser to the Vendor on a business day which is no later than the Deferred Consideration Due Date (or such later date as the parties may agree in writing).

The Purchaser is entitled to pay to the Vendor the Deferred Consideration at any time prior to the Deferred Consideration Due Date, without any penalty, by giving at least five business days’ prior written notice to the Vendor.

The Purchaser may set off any consideration amount payable by the Purchaser to the Vendor any sum due and payable by the Vendor to the Purchaser, BPL and/or MBD Power. Currently, there are no outstanding amount owing by the Vendor to the Company and the Directors do not envisage any such amount will arise.

Having conducted the due diligence whereby the PRC Valuer has conducted a preliminary valuation on the property, plant and equipment of MBD Power, and based on information available so far, the Directors (including the independent non-executive Directors) consider that the consideration amount represents the market value of the entire issued share capital of BPL. The Company has further engaged an international firm of independent professional valuers who are conducting an independent valuation on the land and property, plant and equipment of MBD Power. For the avoidance of doubt, the independent valuation on the land and property, plant and equipment of MBD Power is for business due diligence purpose only.

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LETTER FROM THE BOARD

Source of funding:

As at 30 June 2006, the Group had cash and cash equivalents amounted to approximately HK$502 million. The Directors consider that the Group will have sufficient funding to satisfy the consideration for the Acquisition when they fall due. The Directors intend to finance the Initial Consideration by internal resources of the Group. Whilst the Group currently has sufficient financial resources to satisfy in full the Deferred Consideration, the Directors are considering the options available to the Group in financing the Deferred Consideration with a view to achieving its strategic objectives. The Directors have not decided in this regard and alternatives being considered include each of or a combination of internal resources, bank financing or realisation of assets and the outcome will be decided upon the time for settlement of the Deferred Consideration taking into account the prevailing capital markets conditions, the availability of other investment opportunities and strategic objectives of the Group.

Conditions precedent:

Completion of the Share Purchase Agreement is subject to, among other things, the following:

• (1) completion of satisfactory legal, financial and business due diligence on BPL and/or MBD Power;

• (2) the obtaining of consents which are necessary or desirable for the implementation of the transactions contemplated by the Vendor and the Purchaser under the Share Purchase Agreement;

• (3) the issuance of a PRC legal opinion by the Vendor’s PRC legal counsel in a form satisfactory to the Purchaser; and

• (4) the issuance of a BVI legal opinion by the Vendor’s BVI legal counsel in a form satisfactory to the Purchaser.

If the conditions shall not have been satisfied or waived on or before 31 December 2006 or such other date as the parties may agree in writing, the Share Purchase Agreement shall lapse and no party shall make any claim against the other in respect thereof, save for any antecedent breach. The PRC legal opinion is expected to cover, among other things, MBD Power’s corporate history, business, operations and title to its assets. The BVI legal opinion is expected to cover, among other things, the due incorporation of BPL and the Vendor.

As at the Latest Practicable Date, (i) neither the Purchaser nor the Vendor intended to waive any of the above conditions; and (ii) none of the conditions above had been satisfied.

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LETTER FROM THE BOARD

Completion:

Date of Completion is the third business day after the day on which the last of the conditions have been satisfied or waived (or such other date as the Purchaser may agree).

REASONS AND BENEFITS FOR THE ACQUISITION

The Group is principally engaged in the manufacture and sale of petroleum refined products, coal-related chemical products and bio-chemical products. Petroleum refined products of the Group include lubricants and anti-corrosive coating products. Coal-related chemical products comprise vinyl acetate products and polyvinyl-chloride products. The recently acquired bio-chemical products division is involved in the production of corn based starch and glucose products.

In the financial year ended 30 June 2006, the Group was able to achieve a stable growth in turnover from HK$694.1 million in 2005 to HK$767.2 million in 2006 and profits from HK$99.8 million in 2005 to HK$113.3 million in 2006. The stable performance of the Group had been achieved at a time when the Petroleum Products Division was suffering under the effects of high crude oil prices and severe margin squeeze with unstable product prices. The Directors attribute such success to the strategy of the Group to switch focus towards the Coal-related Chemical Products Division, which performed strongly owing to the relatively stable coal prices and production efficiency arising from the coal based technology for production in such Division. The Directors anticipate that the Coal-related Chemical Products Division and the Bio-chemical Products Division will continue to be areas of strategic focus for the Group.

Both such Divisions consume large amounts of steam and electrical energy as principal inputs to the production process. MBD Power is the steam supplier to both the Coal-related Chemical Products Division and the Bio-chemical Products Division of the Group and also the electricity supplier to the Bio-chemical Products Division. Apart from supplying to the Group, MBD Power also supplies steam to 50 other production plants and power to the State power grid in the Mudanjiang area in Heilongjiang Province, the PRC.

Upon Completion, MBD Power will become the Power Division and a principal supplier to the production operation of the Group. Owing to stringent licensing and approval regime in the PRC, it is unlikely that the Group can build its own new or acquire other existing power and steam generating unit in the PRC. Further, BPL and MBD Power will become wholly-owned subsidiaries of the Group, and the results of BPL and MBD Power will be consolidated into the Group’s financial statement. Upon Completion, the Acquisition will not have any material impact on the Group’s total assets, total liabilities and results. The Directors consider that the Acquisition will achieve the strategic objective of securing a supply of the key input to the production process of the aforesaid divisions of the Group, which will enable the Group to lower the cost of production and in turn secure its competitive advantage in the region.

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LETTER FROM THE BOARD

The Directors (including the independent non-executive Directors) consider that the Acquisition represents a good opportunity for the Group’s development and that the terms of the Acquisition are normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

The Acquisition constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

ADDITIONAL INFORMATION

Your attention is drawn to the general information on the Company as set out in the appendix to this circular.

Yours faithfully, For and on behalf of the Board

Daqing Petroleum and Chemical Group Limited Chan Yuk Foebe Chairman

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APPENDIX

GENERAL INFORMATION

RESPONSIBILITY STATEMENT

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

DIRECTORS’ INTERESTS IN SECURITIES

As at the Latest Practicable Date, the interests of the Directors and chief executive of the Company in the Shares, underlying shares and debentures of the Company and its associated corporation (within the meaning of Part XV of the SFO), which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules were as follows:

Interests in the Shares and underlying Shares

			Number of	Number of
	Name of		Shares held	Share
Name of director	company	Type of interest	(long position)	options held
Chan Yuk Foebe	The Company	Beneficial Interest	Nil	13,770,000
Chiau Che Kong	The Company	Beneficial Interest	6,000,000	Nil

Save as disclosed above, as at the Latest Practicable Date, none of the Directors had or was deemed to have any interest or short position in the Shares and its associated corporations (within the meaning of Part XV of the SFO), which has been recorded in the register maintained by the Company pursuant to section 352 of the SFO or which has been notified to the Company pursuant to the Model Code of the Listing Rules.

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APPENDIX

GENERAL INFORMATION

SUBSTANTIAL SHAREHOLDERS

Interests of Substantial Shareholders

As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the Company, the following persons (not being a Director or chief executive of the Company) had an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under provisions of Divisions 2 and 3 of Part XV of the SFO or were directly or indirectly interested in 10% or more of the nominal value of the issued share capital carrying rights to vote in all circumstances at general meetings of the following subsidiaries of the Company:

Interests in the Shares and underlying Shares

			Extent of
Name	Address	No. of Shares	Holding
Heng Tai	Century Yard	279,340,000(L)	13.29%
Consumables	Cricket Square
Group Limited	Hutchins Drive
(Note 1)	P.O. Box 2681 GT
	George Town
	Grand Cayman
	British West Indies
Master Oriental	31/F., Guangdong	279,340,000(L)	13.29%
Limited_(Note 1)_	Finance Building
	88 Connaught Road West
	Sheung Wan
	Hong Kong
Chan Yuen Tung	N/A	197,055,488(L)	9.38%
Metage Capital Limited	10 Upper Bank Street	239,650,000(L)	11.40%
	London, E14 5JJ
	United Kingdom
Webb Richard Ian	N/A	239,650,000(L)	11.40%
Pope Asset	5100 Poplar Avenue	183,645,000(L)	8.74%
Management, LLC	Suite 512, Memphis
	TN 38137
UBS AG	Bahnhofstrass E 45	210,310,000(L)	10.01%
	8098 Zurich	49,330,000(S)	2.35%
	Switzerland

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APPENDIX

GENERAL INFORMATION

			Extent of
Name	Address	No. of Shares	Holding
Deutsche Bank	Taunusanlage 12	217,870,000(L)	10.37%
Aktiengesellschaft	Frankfurt, 60325
	Germany
QVT Financial GP	527 Madison Avenue	185,970,000(L)	8.85%
LLC_(Note 2)_	8th Floor, New York
	New York 10022, USA
QVT Financial LP	527 Madison Avenue	185,970,000(L)	8.85%
(Note 2)	8th Floor
	New York 10022
	USA
QVT Associates	527 Madison Avenue	140,961,350(L)	6.71%
GP LLC_(Note 3)_	8th Floor
	New York 10022
	USA
QVT Fund LP_(Note 3)_	Walkers SPV	140,961,350(L)	6.71%
	Walkers House
	P.O. Box 908 GT
	Mary Street
	George Town
	Grand Cayman
	Cayman Islands
Polygon Global	P.O. Box 309 GT	189,330,000(L)	9.01%
Opportunities	Ugland House
Master Fund	South Church Street
(Note 4)	George Town
	Grand Cayman
	Cayman Islands, BWI
Polygon Investment	10 Duke of York Square	189,330,000(L)	9.01%
Partners LLP	London
(Note 4)	United Kingdom
	SW3 4LY
Polygon Investment	615 South Dupont	189,330,000(L)	9.01%
Partners LP	Highway, Dover
(Note 4)	Kent County
	Delaware 19901

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APPENDIX

GENERAL INFORMATION

Notes:

1. Master Oriental Limited, a company incorporated in Hong Kong, is a wholly-owned subsidiary of Heng Tai Consumables Group Limited. In accordance with the SFO, the interests of Master Oriental Limited are deemed to be, and have therefore been included in the interests of Heng Tai Consumables Group Limited.

2. QVT Financial GP LLC is deemed to be interested in the Shares through its controlled corporation, QVT Financial LP. In accordance with the SFO, the interests of QVT Financial LP are deemed to be, and have therefore been included in the interests of QVT Financial GP LLC.

3. QVT Associates GP LLC is deemed to be interested in the Shares through its controlled corporation, QVT Fund LP. In accordance with the SFO, the interests of QVT Fund LP are deemed to be, and have therefore been included in the interests of QVT Associates GP LLC.

4. Each of Polygon Investment Partners LLP and Polygon Investment Partners LP acts as an investment manager of Polygon Global Opportunities Master Fund. In accordance with the SFO, the interests of Polygon Global Opportunities Master Fund are deemed to be, and have therefore been included in each of the interests of Polygon Investment Partners LLP and Polygon Investment Partners LP.

Save as disclosed above, none of the Directors or chief executive of the Company are aware of any person (other than the Directors or chief executive of the Company) who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.

LITIGATION

As at the Latest Practicable Date, so far as the Directors are aware, neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or proposed Directors had any existing or proposed service agreement with any member of the Group which will not expire or is not determinable within one year without payment of compensation (other than statutory compensation).

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APPENDIX

GENERAL INFORMATION

DIRECTORS’ INTERESTS IN COMPETING BUSINESS

To the best knowledge of the Directors, none of the Directors or their respective associates has any interests in a business, which competes or may compete with the business of the Group.

MISCELLANEOUS

• (a) The secretary and the qualified accountant of the Company is Mr. Tsang Chiu Hung. Mr. Tsang is an associate member of the Hong Kong Institute of Certified Public Accountants and the Associate of Chartered Certified Accountants.

• (b) The Hong Kong branch share registrar and transfer office of the Company is Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

• (c) The English language text of this circular shall prevail over the Chinese language text.

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