Ulferts International Limited — Proxy Solicitation & Information Statement 2005

Apr 7, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Shougang Concord Grand (Group) Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser, 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.

�� !" # $ %& ' ( )[] SHOUGANG CONCORD GRAND (GROUP) LIMITED*

(Incorporated in Bermuda with limited liability) (Stock code: 730)

DISCLOSEABLE TRANSACTION

PROPOSED FURTHER INVESTMENT IN

SOUTH CHINA INTERNATIONAL LEASING COMPANY LIMITED

• for identification purposes only

7 April 2005

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
The Capital Increase Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for the Capital Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Conditions to the Capital Increase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

– i –

DEFINITIONS

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

“Board”	the board of Directors
“Capital Increase Agreement”	the agreement dated 15 March 2005 between Jeckman Holdings,
	Valuework and Shenzhen Jiayinda in relation to the Capital
	Increase
“Capital Increase”	the increase in the registered capital of South China Leasing from
	US$5,000,000 (approximately HK$39,000,000) to US$24 million
	(approximately HK$187,200,000)
“Company”	Shougang Concord Grand (Group) Limited, a company
	incorporated in Bermuda with limited liability whose securities
	are listed on the main board of the Stock Exchange
“connected person”	has the meanings ascribed to it under the Listing Rules
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Jeckman Holdings”	Jeckman Holdings Limited, a company incorporated in the British
	Virgin Islands and is a wholly-owned subsidiary of the Company
“Latest Practical Date”	4 April 2005, being the latest practicable date for ascertaining
	certain information included in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Valuework”	Valuework Investment Holdings Limited, a company incorporated
	in the British Virgin Islands, a 20% shareholder of South China
	Leasing and an independent third party not connected with the
	Company or any of its subsidiaries or any of their respective
	directors, chief executive and substantial shareholders or any
	associates of any of them

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DEFINITIONS

“Shares” ordinary shares of HK$0.01 each in the capital of the Company “Shareholders” holders of Shares “Shenzhen Jiayinda” �� ! " # $ % & ' ( ) Shenzhen Jiayinda Investment Company Limited, a limited liability company incorporated in the PRC, a 20% shareholder of South China Leasing and an independent third party not connected with the Company or any of its subsidiaries or any of their respective directors, chief executive and substantial shareholders or any associates of any of them “South China Leasing” South China International Leasing Company Limited, a Sinoforeign equity joint venture established in the PRC, which is 60% owned by Jeckman Holdings “Stock Exchange” The Stock Exchange of Hong Kong Limited “US$” United States dollar, the lawful currency of the United States of America “%” per cent.

For the purpose of this circular, US$ has been translated into HK$ at the exchange rate of US$1.00 = HK$7.80 and RMB has been translated into HK$ at the exchange rate of RMB1.00 = HK$0.943.

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LETTER FROM THE BOARD

�� !" # $ %& ' ( )[] SHOUGANG CONCORD GRAND (GROUP) LIMITED*

(Incorporated in Bermuda with limited liability)

(Stock code: 730)

Executive Directors: Wang Qinghai (Chairman) Cao Zhong (Vice Chairman) Chen Zheng Wang Tian Cheng Xiaoyu

Non-executive Directors: Leung Shun Sang, Tony Choy Hok Man, Constance

Independent non-executive Directors: Tam King Ching, Kenny Hui Hung, Stephen Zhou Jianhong

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

Principal office in Hong Kong: 6th Floor Bank of East Asia Harbour View Centre 56 Gloucester Road Wanchai Hong Kong

7 April 2005

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION PROPOSED FURTHER INVESTMENT IN SOUTH CHINA INTERNATIONAL LEASING COMPANY LIMITED

INTRODUCTION

By an announcement of 17 March 2005, the Company announced that Jeckman Holdings, a whollyowned subsidiary of the Company, entered into the Capital Increase Agreement to participate in the increase in the registered capital of South China Leasing, a company in which Jeckman Holdings has a 60% interest, from US$5,000,000 (equivalent to approximately HK$39,000,000) to US$24,000,000 (equivalent to approximately HK$187,200,000).

• for identification purposes only

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LETTER FROM THE BOARD

This participation in the Capital Increase by Jeckman Holdings, when aggregated with the Company’s previous investment in South China Leasing, constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

The purpose of this circular is to provide Shareholders with further information in relation to the Capital Increase and South China Leasing.

CAPITAL INCREASE AGREEMENT

Parties

On 15 March 2005, Jeckman Holdings, Valuework and Shenzhen Jiayinda entered into the Capital Increase Agreement. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiry, each of Valuework and Shenzhen Jiayinda and their respective controlling owners is an independent third party and not a connected person of the Company or any of its subsidiaries or any of their respective directors, chief executive and substantial shareholders or any associates of any of them.

South China Leasing

South China Leasing is a Sino-foreign equity joint venture established in the PRC on 20 May 1989. As at the Latest Practicable Date, the registered capital of South China Leasing was US$5,000,000 (equivalent to approximately HK$39,000,000) and is held as to 60% by Jeckman Holdings, as to 20% by Valuework and as to 20% by Shenzhen Jiayinda.

South China Leasing is principally engaged in the financial leasing business, including the leasing of machinery, equipment, electrical equipment, meters, motor vehicles and the leasing of immovable properties, in the PRC. It has an operation term of 40 years expiring in 2029. The board of directors of South China Leasing comprises 5 directors, of which Jeckman Holdings has the right to appoint 3 directors. Subsequent to the Asian financial crisis in 1997, South China Leasing’s financial leasing business had been affected and it had ceased to develop new business and focused only on the maintenance of existing contracts and the collection and recovery of outstanding debts. Prior to the acquisition by the Company, South China Leasing has suspended its operation. The Directors consider the financial leasing market in the PRC presents a lot of opportunities due to the improved economy in line with the recovery from the Asian financial crisis and through South China Leasing, which has an existing and valid business license, could shorten the Group’s initiative in establishing a financial leasing business in the PRC.

On 9 September 2004, Jeckman Holdings acquired a 40% interest in the registered capital of South China Leasing from an independent third party not connected with the Company or any of its subsidiaries or any of their respective directors, chief executive and substantial shareholders or any associates of any of them for an aggregate consideration of approximately US$1,666,000 (equivalent to approximately HK$12,995,000), comprising the consideration of approximately US$366,000 for the 40% interest in the registered capital of South China Leasing and the assignment of a shareholder’s loan in the amount of approximately US$1,300,000 to Jeckman Holdings. On 10 March 2005, Jeckman Holdings acquired a further 20% interest in the registered capital of South China Leasing from another independent third party not connected with the Company or any of its subsidiaries or any of their respective directors, chief

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LETTER FROM THE BOARD

executive and substantial shareholders or any associates of any of them for an aggregate consideration of approximately RMB6,921,000 (equivalent to approximately HK$6,527,000), comprising the consideration of approximately RMB1,521,000 for the 20% interest in the registered capital of South China Leasing and the assignment of a shareholder’s loan in the amount of US$650,000 to Jeckman Holdings. The basis of calculation for the costs of acquiring the 40% and 20% interests in South China Leasing is similar. The difference in the currency paid was due to the payments made to two different shareholders, with the one relating to the 40% being a foreign party and the one relating to the 20% being a PRC company.

Since the acquisition of a 40% interest in South China Leasing by the Company in September 2004, South China Leasing has applied to the relevant PRC approval authorities for approval of the change in shareholder. Such approval has been obtained in January 2005. South China Leasing has also been preparing for the re-commencement of business operations by actively exploring the market for potential financial lease contracts during the period. South China Leasing currently has preliminary discussions with potential clients. It is expected that South China Leasing will recommence business once the Capital Increase has been approved and injection of the capital in South China Leasing has been completed, which the Company anticipates to be sometime later this year.

Based on the audited accounts of South China Leasing for the year ended 31 December 2003, the company incurred loss of approximately US$261,000 (approximately HK$2,036,000) for the year ended 31 December 2003 (2002: profit of approximately US$337,000 (approximately HK$2,629,000)). The total assets and total liabilities of South China Leasing amounted to approximately US$5,373,000 (approximately HK$41,909,000) (2002: approximately US$6,303,000 (equivalent to approximately HK$49,163,000)), and US$2,608,000 (approximately HK$20,342,000) (including outstanding shareholders’ loans in the amount of US$2,600,000 (approximately HK$20,280,000)) (2002: approximately US$3,277,000 (approximately HK$25,561,000)), respectively. The net tangible liabilities of South China Leasing as at 31 December 2003 was approximately US$1,853,000 (approximately HK$14,453,000) after adjustment for the provision for the amount due from certain receivable under finance leases in the amount of US$4,618,000 (approximately HK$36,020,000), which recoverability was considered as doubtful by its auditors).

Capital Increase

Pursuant to the Capital Increase Agreement, the parties have agreed to increase the registered capital of South China Leasing from US$5,000,000 (equivalent to approximately HK$39,000,000) to US$24,000,000 (equivalent to approximately HK$187,200,000). The registered capital of South China Leasing will remain to be owned as to 60% by Jeckman Holdings, as to 20% by Valuework and as to 20% by Shenzhen Jiayinda after the Capital Increase. The Capital Increase will be contributed by Jeckman Holdings, Valuework and Shenzhen Jiayinda in proportion to their existing shareholding interests in South China Leasing.

Jeckman Holdings’ share of the capital increase will be US$11,400,000 (equivalent to approximately HK$88,920,000) and will be financed by the Group’s internal resources.

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LETTER FROM THE BOARD

REASONS FOR THE CAPITAL INCREASE

South China Leasing currently has no fund to continue its operations and the Capital Increase is required to facilitate South China Leasing to re-start and continue its operations and was determined after having taken into account the funding requirements of South China Leasing based on the financial lease contracts that it currently has preliminary discussions with potential clients and its target business volume.

The Group has confidence in the future of the financial leasing market in the PRC and South China Leasing intends to expand in order to seize the opportunities presented in this market. It is envisaged that South China Leasing will focus on the leasing of machinery, equipment, electrical equipment, meters, motor vehicles and the leasing of immovable properties in the PRC. The capital contributed by the parties to South China Leasing will principally be used by South China Leasing to purchase equipment for the financial lease contracts that it may secure and as general working capital.

Under the Capital Increase Agreement, the responsibilities of the parties in respect of their contribution to the Capital Increase are as follows:

Jeckman Holdings : US$11,400,000 Valuework : US$ 3,800,000 Shenzhen Jiayinda : US$ 3,800,000

Given that each of the shareholders of South China Leasing will contribute to the Capital Increase in proportion to their interests in the company, the Directors consider that the terms of the Capital Increase Agreement are fair and reasonable and the Capital Increase is in the interests of the Shareholders as a whole.

CONDITIONS TO THE CAPITAL INCREASE

The parties’ obligation to contribute to the Capital Increase is conditional upon approval of the Capital Increase by the relevant PRC authority. At present, South China Leasing has applied for approval for the Capital Increase and the Company currently expects that approval will likely be obtained later this year and on or before 31 December 2005.

If South China Leasing fails to obtain the approval for the Capital Increase from the relevant PRC authority by 31 December 2005, or any later date that the parties may agree in writing, the Capital Increase Agreement will become null and void and each of the parties will have no obligation to make any contributions to the Capital Increase.

If the approval from the relevant PRC authority is obtained, each of the parties shall contribute its share of the Capital Increase to South China Leasing in accordance with PRC regulatory requirements.

GENERAL

The Company is an investment holding company and its subsidiaries are principally engaged in property investment and management. During the year 2004, the Group has disposed certain of its properties and the Directors consider the Group’s resources could be better applied in investments that offer better return, including investment in the financial leasing sector in the PRC.

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LETTER FROM THE BOARD

The Company’s share of the Capital Increase in the amount of US$11,400,000 (equivalent to approximately HK$88,920,000), which when aggregated with the investments made by the Company in South China Leasing in the amount of approximately US$1,666,000 (equivalent to approximately HK$12,995,000) when the Company acquired the first 40% interest in South China Leasing in September 2004 and approximately RMB6,921,000 (approximately HK$6,527,000) when the Company acquired a further 20% interest in South China Leasing in March 2005, will constitute a discloseable transaction for the Company under the Listing Rules. The acquisitions made in September 2004 and March 2005 were made on normal commercial terms taking into consideration that South China Leasing had suspended its operations and was determined by reference to the outstanding shareholders’ loans in the amount of approximately US$1,950,000 (approximately HK$15,210,000) provided by the then shareholders of South China Leasing, which are independent third parties not connected with the Company or any of its subsidiaries or any of their respective directors, chief executive and substantial shareholders or any associates of any of them.

South China Leasing will remain a 60% non-wholly owned subsidiary of the Company after the Capital Increase. Since South China Leasing has not yet recommenced its operation, there is no immediate effect on the results of operation of the Group arising from the Capital Increase. Furthermore, the Capital Increase will have no immediate effect on the Group’s net assets because based on the audited accounts of South China Leasing for the year ended 31 December 2003, the difference between the Group’s investment cost in South China Leasing amounting to approximately HK$19,522,000 together with the Group’s attributed Capital Increase of approximately HK$88,920,000 and the adjusted net tangible liabilities of South China Leasing (approximately HK$14,453,000 as at 31 December 2003) in aggregate with the Capital Increase will be recorded as goodwill in the financial statements of the Group (subject to any subsequent assessment, which may affect the carrying value of the goodwill).

Your attention is also drawn to the general information set out in the appendix of this circular.

Yours faithfully, By Order of the Board Shougang Concord Grand (Group) Limited Cao Zhong Vice Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

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

2. DISCLOSURE OF INTERESTS

(a) Disclosure of interests by the Directors

As at the Latest Practicable Date, the Directors and chief executive of the Company had the following interests or short positions in the shares, underlying shares and debentures of the Company or any associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (“Model Code”), were as follows:

	Name of corporation
Name of	in which interests	Number of	Number of Shares
Director	are held	Shares	under options	Nature of interests
Wang Qinghai	Company	8,278,679	–	Personal
Cao Zhong	Company	8,278,679	21,447,000 (Note 1)	Personal
Chen Zheng	Company	–	18,015,000 (Note 1)	Personal
Wang Tian	Company	–	16,299,000 (Note 1)	Personal
Cheng Xiaoyu	Company	8,278,679	15,441,000 (Note 1)	Personal
Leung Shun Sang,	Company	8,278,000	75 (Note 2)	Personal
Tony			604 (Note 3)
Choy Hok Man,	Company	400,000	–	Personal
Constance

Notes:

1. Under the share option scheme of the Company adopted on 7 June 2002 on the terms and conditions as set out in the circular of the Company dated 10 May 2004, the options to subscribe for the Shares will be exercisable not later than 7 June 2014 at a subscription price of HK$0.82 per Share, subject to adjustment and the following restrictions on the exercise period of the options and sale of the relevant shares:

2. up to 40%, 70%, the balance of the share options will be exercisable from the 13th, the 25th and the 37th month respectively after the date of offer of grant; and

3. the Shares then in issue may not be sold within 90 days from their relevant allotment dates.

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GENERAL INFORMATION

APPENDIX

The options were granted on 8 June 2004 to each grantee at a consideration of HK$1.00.

1. Under the share option scheme of the Company adopted on 7 June 2002, the options to subscribe for the Shares are exercisable at any time from 23 August 2002 to 6 June 2012 at a subscription price of HK$0.73 per Share, subject to adjustment. The options were granted on 23 August 2002 to each grantee at a consideration of HK$1.00.

2. Under the share option scheme of the Company adopted on 7 June 2002, the options to subscribe for the Shares are exercisable at any time from 6 March 2003 to 5 March 2013 at a subscription price of HK$0.76 per Share, subject to adjustment. The options were granted on 6 March 2003 to each grantee at a consideration of HK$1.00.

(b) Particulars of Directors’ other interests

As at the Latest Practicable Date, no Director had a service contract with any member of the Group which is not determinable by the Company within one year without the payment other than statutory compensation.

(c) Save as disclosed above, as at the Latest Practicable Date:

• (i) none of the Directors and chief executive hold any interest or short position in the shares, underlying shares and debentures of the Company or any of its associated corporation (within the meaning of the SFO) notifiable to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they are taken or deemed to have under such provisions of the SFO) or which are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code to be notified to the Company and the Stock Exchange;

• (ii) none of the Directors had any direct or indirect interest in any assets which have been, since the date to which the latest published audited accounts of the Group were made up, acquired or disposed of by, or leased to the Company or any of its subsidiaries, or are proposed to be acquired or disposed of by, or leased to, the Company or any of its subsidiaries;

• (iii) none of the Directors is materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the date of this circular and which is significant in relation to the business of the Group; and

• (iv) none of the Directors has entered or is proposing to enter into a service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable within one year without payment of compensation other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

• (v) As at the Latest Practicable Date, the interests of the Directors in the businesses (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or any member of the Group) which are considered to compete or are likely to compete, either directly or indirectly, with the businesses of the Group were as follows:

	Name of entity whose	Description of businesses
	businesses are considered	of the entity which are
	to compete or likely to	considered to compete or
	compete with the businesses	likely to compete with the	Nature of interest of
Name of Director	of the Group	businesses of the Group	the Director in the entity	Note
Wang Qinghai	Shougang	Manufacture, sale and	director	1
	Corporation	trading of steel products,
		shipping services and property
		investment
Cao Zhong	China Shougang	Trading of steel products,	director	1
	International Trade	property investment
	and Engineering	and shipping services
	Corporation
Hui Hung Stephen	Wide Sun Industrial	Holding and rental of properties	director	–
	Limited
Note:

1. Such businesses may be carried out through its subsidiaries, associates or by way of other forms of investments.

3. SUBSTANTIAL SHAREHOLDERS

• (a) As at the Latest Practicable Date, according to the register kept by the Company under Section 336 of the SFO, the following persons and companies were interested in 5% or more in the Shares or underlying Shares which fall to be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO:

Name	Notes	Number of Shares held	%
Shougang Holding	1	448,212,315	39.43*
(Hong Kong) Limited
(“Shougang Holding”)
Wheeling Holdings Limited	1	430,491,315	37.87*
Cheung Kong (Holdings)	2,3	133,048,717	11.70*
Limited (“Cheung Kong”)
Max Same Investment Limited	3	91,491,193	8.05*
Upflow Holdings Limited	4	64,236,754	5.65*

• the percentage of shareholding was calculated by dividing the number of shares held by the substantial shareholder (as reported by the substantial shareholder to the Company) by the issued share capital of the Company as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

Notes:

1. Wheeling Holdings Limited is a wholly-owned subsidiary of Shougang Holding and its interests are included in the interests held by Shougang Holding.

2. By virtue of their interests in Cheung Kong, the following person and companies are each deemed to be interested in the Shares held by Cheung Kong:

Mr. Li Ka-Shing

Li Ka-Shing Unity Trustcorp Limited as a trustee of a discretionary trust holding units in the Li Ka-Shing Unity Trust.

Li Ka-Shing Unity Trustee Company Limited as trustee of the Li Ka-Shing Unity Trust

Li Ka-Shing Unity Trustee Corporation Limited as trustee of the Li Ka-Shing Unity Discretionary Trust

1. Max Same Investment Limited is a wholly-owned subsidiary of Cheung Kong and its interest is included in the interests held by Cheung Kong.

2. Upflow Holdings Limited, a company incorporated in the British Virgin Islands with limited liability and wholly owned by Mr. Raymond Dennis Neoh.

Save as disclosed above, so far as was known to the Directors, there was no other 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, beneficially interested in 5% or more of the issued share capital of the Company.

4. LITIGATION

As at the Latest Practicable Date, there was a claim against GDC Entertainment Limited (“ GDC Entertainment ”), a wholly-owned subsidiary of Global Digital Creations Holdings Limited (“ GDCHL ”), a company listed on the Growth Enterprise Market of the Stock Exchange, relating to the co-production agreement entered into by GDC Entertainment with West Audiovisual and Multimedia Consultants, Inc. and Production and Partners Multimedia, SAS (“ PPM ”) in May 2003 in respect of an animated television series (the “ Co-production Agreement ”). The claim may influence the recoverability of production work in progress under the Co-production Agreement and a further claim of Euro 5 million from PPM. GDCHL, the holding company of GDC Entertainment, is considering the legal advice from its French legal advisor regarding the claim and will discuss with its auditors to determine whether any provision would be made for the year ended 31 December 2004. As announced by GDCHL on 23 March 2005, GDCHL is expected to announce its results for the year ended 31 December 2004 on or before 18 April 2005. GDCHL became a subsidiary of the Company on 21 February 2005 as a result of the voluntary share exchange offer made by the Group to acquire all the issued share capital of GDCHL and the results of GDCHL prior to 21 February 2005 will not be incorporated in the results of the Company for the year ending 31 December 2005.

Save for the above proceeding, 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 is known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries as at the Latest Practicable Date.

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GENERAL INFORMATION

APPENDIX

5. MISCELLANEOUS

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

• (b) The Hong Kong branch share registrar of the Company is Tengis Limited located at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong.

• (c) The company secretary and the qualified accountant of the Company is Mr. Lam Hin Chi, a fellow member of The Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants and The Chartered Institute of Management Accountants.

• (d) The English text of this circular will prevail over the Chinese text.

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