Vision Values Holdings Ltd. — Proxy Solicitation & Information Statement 2002

Mar 13, 2002

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your 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 Asia Logistics Technologies Limited, you should at once hand this circular to the purchaser or the transferee or to the banker or stockbroker or other agent through whom the sale or the 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.

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*] (Incorporated in the Cayman Islands with limited liability)

POSSIBLE DISCLOSEABLE TRANSACTION

13th March, 2002

* For identification only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Chairman
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Terms of the NWCB Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Underwriting arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Use of proceeds of the NWCB Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Reasons for the giving of the ALT Undertaking and
the entering into of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . .	10
Information on the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Information on the NWCB Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Possible discloseable transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix – General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• “ALT Shares”

the shares of HK$0.01 each in the issued share capital of the Company

• “ALT Shareholder(s)” the holder(s) of the ALT Shares

• “ALT Undertaking”

• an undertaking from the Company pursuant to the Underwriting Agreement that the 704,086,000 NWCB Shares beneficially owned by the Company as at the date of announcement of the NWCB Rights Issue will remain registered in the same name on the Record Date and that the Company will accept or procure the acceptance of 352,043,000 NWCB Rights Shares to be provisionally allotted to it or its nominee as the holder of such NWCB Shares pursuant to the NWCB Rights Issue

• “Company”

• Asia Logistics Technologies Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange and is currently interested in approximately 18.1% of the issued share capital of NWCB

• “Director(s)” director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 11th March, 2002, 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

• “NWCB”

• New World CyberBase Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange

• “NWCB Group”

NWCB and its subsidiaries

– 1 –

DEFINITIONS

• “NWCB Rights Issue”

• “NWCB Rights Share(s)”

• “NWCB Share(s)”

• “NWCB Share Options”

• “NWCB Share Option Schemes”

• “NWCB Shareholders”

• “NWCB Subscription Options”

• “Overseas NWCB Shareholders”

• “Qualifying NWCB Shareholders”

• “Record Date”

• the issue by NWCB of not less than 1,941,653,720 NWCB Rights Shares and not more than 2,026,003,720 NWCB Rights Shares at the Subscription Price on the basis of one NWCB Rights Share for every two existing NWCB Shares held on the Record Date payable in full on acceptance

• new NWCB Share(s) to be allotted and issued in respect of the NWCB Rights Issue

• the share(s) of HK$0.02 each in the share capital of NWCB

• options granted by NWCB under the NWCB Share Option Schemes

• the share option scheme adopted by NWCB on 24th July, 1990 and expired on 24th July, 2000 and the share option scheme adopted by NWCB pursuant to an ordinary resolution of the NWCB Shareholders passed on 22nd September, 2000

the holders of the NWCB Shares

• options to subscribe for new NWCB Shares granted by NWCB on 4th February, 2002 in the manner and on the terms disclosed in the press announcement by NWCB dated 23rd January, 2002

• the NWCB Shareholders whose names appear on the register of members of NWCB as at the close of the business on the Record Date and whose addresses as shown on such register are outside Hong Kong

• the NWCB Shareholders other than the Overseas NWCB Shareholders whose names appear on the register of members of NWCB as at the close of business on the Record Date

• 20th March, 2002, the record date by reference to which entitlements to the NWCB Rights Issue will be determined

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DEFINITIONS

• “SDI Ordinance”

• “Stock Exchange”

• “Subscription Price”

• “Tai Fook”

• “Underwriters”

• “Underwriting Agreement”

• “Underwritten Shares”

• “HK$”

• “%”

the Securities (Disclosure of Interests) Ordinance (Chapter 396 of the Laws of Hong Kong)

The Stock Exchange of Hong Kong Limited

• the subscription price of HK$0.05 per NWCB Rights Share

• Tai Fook Securities Company Limited, a securities dealer registered under the Securities Ordinance (Chapter 333 of the Laws of Hong Kong)

the Company and Tai Fook

the underwriting agreement entered into between NWCB and the Underwriters dated 20th February, 2002 in relation to the NWCB Rights Issue

not less than 1,589,610,720 NWCB Rights Shares and not more than 1,673,960,720 NWCB Rights Shares, being the NWCB Rights Shares other than those to be taken up by the Company under the ALT Undertaking underwritten by the Underwriters on a several basis pursuant to the Underwriting Agreement

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

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LETTER FROM THE CHAIRMAN

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Asia Logistics Technologies Limited 亞 洲 物 流 科 技 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

Executive Directors: Mr. Lo Lin Shing, Simon (Chairman) Mr. Chan Ki (Vice Chairman) Mr. Chan Wai Keung, Ringo (Chief Executive Officer) Mr. Yu Ansheng, Ben Mr. Lo Lin Kwong

Non-Executive Director: Dr. Cheng Kar Shun, Henry Mr. Ho Hau Chong, Norman

Independent Non-Executive Directors Mr. To Hin Tsun, Gerald Mr. Wei Chi Kuan, Kenny

Registered Office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Principal place of business in Hong Kong 37th Floor New World Tower 16-18 Queen’s Road Central Hong Kong

13th March, 2002

To the ALT Shareholders

Dear Sirs,

POSSIBLE DISCLOSEABLE TRANSACTION

INTRODUCTION

On 20th February, 2002, the directors of NWCB announced that NWCB proposed to raise approximately HK$97 million before expenses by way of a rights issue of not less than 1,941,653,720 and not more than 2,026,003,720 NWCB Rights Shares at a price of HK$0.05 per NWCB Rights Share on the basis of one NWCB Rights Share for every two existing NWCB Shares held on the Record Date.

* For identification only

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LETTER FROM THE CHAIRMAN

Pursuant to the NWCB Rights Issue, the Qualifying NWCB Shareholders will be provisionally allotted one NWCB Rights Share in nil-paid form for every two existing NWCB Shares held on the Record Date. The NWCB Rights Shares will not be allotted to the Overseas NWCB Shareholders. The NWCB Rights Issue is fully underwritten by the Underwriters other than the NWCB Rights Shares undertaken to be taken up by the Company.

Depending on the amount of the Underwritten Shares to be subscribed for by the Company, the entering into of the Underwriting Agreement and the giving of the ALT Undertaking by the Company may together constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

TERMS OF THE NWCB RIGHTS ISSUE

Issue statistics

Basis of the NWCB Rights Issue:

One NWCB Rights Share for every two existing NWCB Shares held on the Record Date

Number of existing NWCB 3,883,307,441 NWCB Shares as at the Latest Practicable Shares in issue: Date

Number of NWCB Rights Shares: Not less than 1,941,653,720 NWCB Rights Shares and not more than 2,026,003,720 NWCB Rights Shares Subscription Price: HK$0.05 each, payable in full upon acceptance

As at the Latest Practicable Date, there were outstanding NWCB Share Options and NWCB Subscription Options entitling holders thereof to subscribe for 64,700,000 NWCB Shares and up to 104,000,000 NWCB Shares respectively. If all of the subscription rights attaching to the outstanding NWCB Share Options and NWCB Subscription Options are exercised in full and the NWCB Shares are issued and allotted pursuant to such exercise on or before the Record Date, the number of issued NWCB Shares will be increased to 4,052,007,441 NWCB Shares and the number of NWCB Rights Shares which may be issued pursuant to the NWCB Rights Issue will be increased to 2,026,003,720 NWCB Rights Shares.

Subscription Price

The Subscription Price is HK$0.05 per NWCB Rights Share, payable in full by the Qualifying NWCB Shareholders upon acceptance of the provisional allotment of the NWCB Rights Shares under the NWCB Rights Issue or application for excess NWCB Rights Shares or when a renouncee of any provisional allotment or a transferee of nil-paid NWCB Rights Shares applies for the NWCB Rights Shares.

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LETTER FROM THE CHAIRMAN

The Subscription Price represents:

1. a discount of approximately 26.5% to the closing price of HK$0.068 per NWCB Share as quoted on the Stock Exchange on 20th February, 2002, being the last trading date of the NWCB Shares prior to the release of the announcement regarding the NWCB Rights Issue;

2. a discount of approximately 27.5% to the average closing price of approximately HK$0.069 per NWCB Share for the 10 consecutive trading days up to and including 20th February, 2002;

3. a discount of approximately 19.4% to the theoretical ex-right price of HK$0.062 based on the closing price of HK$0.068 per NWCB Share as quoted on the Stock Exchange on 20th February, 2002;

4. a discount of approximately 2.0% to the closing price of HK$0.051 per NWCB Share as quoted on the Stock Exchange on the Latest Practicable Date;

5. a discount of approximately 2.0% to the average closing price of approximately HK$0.051 per NWCB Share for the 10 consecutive trading days up to and including the Latest Practicable Date; and

6. a discount of approximately 41.2% to the unaudited consolidated net tangible assets value per NWCB Share of the NWCB Group of approximately HK$0.085 as at 30th September, 2001.

The Subscription Price was arrived at after arm’s length negotiation between NWCB and the Underwriters.

Status of the NWCB Rights Shares

The NWCB Rights Shares (when allotted, issued and fully paid) will rank pari passu with the then existing NWCB Shares in issue in all respects. Holders of fully-paid NWCB Rights Shares will be entitled to receive all future dividends and distributions which are declared, made or paid after the date of allotment and issue of the NWCB Right Shares.

Application for excess NWCB Rights Shares

The Qualifying NWCB Shareholders shall be entitled to apply for any unsold entitlements of the Overseas NWCB Shareholders, any unsold NWCB Rights Shares created by adding together fractions of the NWCB Rights Shares and any NWCB Rights Shares provisionally allotted but not accepted by the Qualifying NWCB Shareholders.

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LETTER FROM THE CHAIRMAN

UNDERWRITING ARRANGEMENT

Underwriting Agreement dated 20th February, 2002

Underwriters: The Company and Tai Fook Number of Underwritten Shares: Not less than 1,589,610,720 NWCB Rights Shares and not more than 1,673,960,720 NWCB Rights Shares Commission:

2% of the Subscription Price of the Underwritten Shares

Pursuant to the Underwriting Agreement, each of the Company and Tai Fook has agreed to underwrite the Underwritten Shares, the aggregate of which amounts to not less than 1,589,610,720 NWCB Rights Shares and not more than 1,673,960,720 NWCB Rights Shares, on a several basis such that any Underwritten Shares not taken up will be firstly subscribed for by the Company up to an amount from 633,109,736 NWCB Rights Shares (assuming no outstanding NWCB Share Options and NWCB Subscription Options are exercised before the Record Date) to 706,494,236 NWCB Rights Shares (assuming all outstanding NWCB Share Options and NWCB Subscription Options are exercised in full before the Record Date) so that the Company will be interested in an aggregate of not more than 29% of the enlarged issued share capital of NWCB immediately after completion of the NWCB Rights Issue and any remaining Underwritten Shares not taken up will be subscribed for by Tai Fook. Accordingly, the NWCB Rights Issue is fully underwritten.

Undertaking from the Company

As at the Latest Practicable Date, the Company was beneficially interested in 704,086,000 NWCB Shares, representing approximately 18.1% of the issued share capital of NWCB. Subject to the fulfillment or the waiver in whole or in part by Tai Fook on behalf of the Underwriters of the conditions of the NWCB Rights Issue and the Underwriting Agreement not being terminated by Tai Fook on behalf of the Underwriters, the Company has undertaken to NWCB and Tai Fook pursuant to the Underwriting Agreement that such 704,086,000 NWCB Shares beneficially owned by it will remain registered in the same name on the Record Date and that it will accept or procure the acceptance of 352,043,000 NWCB Rights Shares to be provisionally allotted to it or its nominee as the holder of such NWCB Shares pursuant to the NWCB Rights Issue. The Company may consider applying for excess NWCB Rights Shares subject to compliance with the relevant regulatory requirements.

Assuming the Company subscribes for 352,043,000 NWCB Rights Shares under the ALT Undertaking and also takes up its maximum obligation pursuant to the Underwriting Agreement, the shareholding of the Company in NWCB will be increased from approximately 18.1% as at the Lastest Practicable Date to 29% immediately after completion of the NWCB Rights Issue.

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LETTER FROM THE CHAIRMAN

Conditions of the Underwriting Agreement

The Underwriting Agreement is conditional upon, among other things, the following:

• (i) the Listing Committee of the Stock Exchange granting (subject to allotment) and not revoking listing of, and permission to deal in, the NWCB Rights Shares in both their nil-paid and fully-paid forms;

• (ii) the delivery to the Stock Exchange and registration with the Registrar of Companies in Hong Kong of the prospectus, the provisional allotment letters and the forms of application for excess NWCB Rights Shares in respect of the NWCB Rights Issue (collectively the “Rights Issue Documents”) and the filing of the Rights Issue Documents with the Registrar of Companies in Bermuda;

• (iii) the posting of the Rights Issue Documents to the Qualifying NWCB Shareholders by the date of despatch of the prospectus relating to the NWCB Rights Issue;

• (iv) the Underwriting Agreement not being terminated by Tai Fook on behalf of the Underwriters in accordance with the terms thereof; and

• (v) if necessary, the obtaining of the necessary permission of the Bermuda Monetary Authority for the issue of the NWCB Rights Shares.

As the NWCB Rights Issue is subject to the above conditions, it may or may not proceed.

In the event that the conditions of the NWCB Rights Issue are not fulfilled and/or waived in whole or in part by 4:00 p.m. on Wednesday, 10th April, 2002 (or such later dates as Tai Fook may agree on behalf of the Underwriters with NWCB), the Underwriting Agreement shall terminate and none of the Underwriters or NWCB, subject to the Underwriting Agreement, will have any claim against any other party for costs, damages, compensation or otherwise.

Termination of the Underwriting Agreement

If prior to 4:00 p.m. on the second business day immediately after the last day for acceptance of the NWCB Rights Issue, in the reasonable opinion of Tai Fook on behalf of the Underwriters:

• (1) the success of the NWCB Rights Issue would be materially and adversely affected by:

• (a) the introduction of any new regulation or any change in existing law or regulation or other occurrence of any nature whatsoever which may in the reasonable opinion of Tai Fook on behalf of the Underwriters materially

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LETTER FROM THE CHAIRMAN

and adversely affect the business or the financial or trading position or prospects of the NWCB Group as a whole; or

• (b) the occurrence of any local, national or international event or change, whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement, of a political, military, financial, economic or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the reasonable opinion of Tai Fook on behalf of the Underwriters materially and adversely affect the business or the financial or trading position or prospects of the NWCB Group as a whole; or

• (c) any material adverse change in the business or in the financial or trading position or prospects of the NWCB Group as a whole; or

• (2) any material adverse change in market conditions (including, without limitation, a change in fiscal or monetary policy or foreign exchange or currency markets, suspension or restriction of trading in securities, and any change in currency conditions (including a change in the system under which the value of the Hong Kong currency is pegged with that of the currency of the United States of America) occurs which in the reasonable opinion of Tai Fook on behalf of the Underwriters makes it inexpedient or inadvisable to proceed with the NWCB Rights Issue; or

• (3) any material breach by NWCB of its obligations, warranties or undertakings contained in the Underwriting Agreement or any event which would render the warranties in the Underwriting Agreement untrue or inaccurate in material respect comes to the knowledge of any of the Underwriters,

Tai Fook on behalf of the Underwriters shall be entitled to terminate the Underwriting Agreement and the NWCB Rights Issue will not proceed.

USE OF PROCEEDS OF THE NWCB RIGHTS ISSUE

The estimated net proceeds of the NWCB Rights Issue is approximately HK$94 million (assuming no outstanding NWCB Share Options and NWCB Subscription Options are exercised before the Record Date), which is currently intended to be utilized (i) as to approximately HK$30 million for the NWCB Group’s expansion into the digital city services; (ii) as to approximately HK$14 million for establishing the information technology outsourcing development center; (iii) as to approximately HK$20 million to reduce the NWCB Group’s borrowings; and (iv) the remaining balance for general working capital purposes.

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LETTER FROM THE CHAIRMAN

REASONS FOR THE GIVING OF THE ALT UNDERTAKING AND THE ENTERING INTO OF THE UNDERWRITING AGREEMENT

The board of Directors considers that the entering into of the Underwriting Agreement and the giving of the ALT Undertaking can maintain or increase the strategic investment in NWCB whose businesses are expected to complement and add value to that of the Group and therefore is consistent with its long term strategy.

The subscription of the NWCB Rights Shares under the ALT Undertaking and the taking up of the Underwritten Shares under the Underwriting Agreement will be funded by the Group’s internal resources.

The giving of the ALT Undertaking and the entering into of the Underwriting Agreement will not have any material effect on earnings or assets and liabilities of the Group.

INFORMATION ON THE GROUP

The principal activities of the Group are the provision of supply chain and logistics technology related services, including supply chain and logistics application service consultancy and the offering of supply chain and logistics-related software solutions.

INFORMATION ON THE NWCB GROUP

The NWCB Group is principally engaged in the provision of one-stop-shop e-Business solutions including software products, application solutions, network solutions and information technology services in the Greater China Region. The audited consolidated net asset value of the NWCB Group was approximately HK$385,876,000 as at 31st March, 2001. The audited consolidated loss before and after taxation of the NWCB Group for the year ended 31st March, 2001 were approximately HK$824,290,000 and HK$824,205,000 respectively. The audited consolidated loss (before and after taxation) of the NWCB Group for the year ended 31st March, 2000 was approximately HK$313,904,000.

POSSIBLE DISCLOSEABLE TRANSACTION

Depending on the amount of Underwritten Shares to be subscribed for by the Company, the entering into of the Underwriting Agreement and the giving of the ALT Undertaking by the Company may together constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules.

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LETTER FROM THE CHAIRMAN

ADDITIONAL INFORMATION

Your attention is drawn to the general information contained in the appendix to this circular.

Yours faithfully, For and on behalf of

Asia Logistics Technologies Limited Lo Lin Shing, Simon 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 giving of the ALT Undertaking and the entering into of the Underwriting Agreement and 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, the opinions expressed by them herein are fair and reasonable and have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statement herein concerning the Group misleading.

2. DISCLOSURE OF DIRECTORS’ INTERESTS

As at the Latest Practicable Date, save as disclosed below, none of the Directors had any other interests in the securities of the Company or any associated corporations (within the meanings of the SDI Ordinance) which were required to be notified to the Company and the Stock Exchange pursuant to Section 28 of the SDI Ordinance (including interests which they were deemed or taken to have under Section 31 or Part 1 of the Schedule to the SDI Ordinance) or which are required, pursuant to Section 29 of the SDI Ordinance, to be entered in the register referred to therein or which are required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

(i) The ALT Shares:

		Approximate
		percentage of total
		issued share capital
		of the Company
	Number of	as at the Latest
Name of Directors	ALT Shares held	Practicable Date
Mr. Lo Lin Shing, Simon_(Note (a))_	1,129,758,000	35.50%
Mr. Chan Ki_(Note (b))_	297,700,000	9.35%

Notes:

• (a) These shares are beneficially owned by Golden Infinity Co., Ltd., a company incorporated in the British Virgin Islands whose entire issued share capital is legally and beneficially owned by Mr. Lo Lin Shing, Simon.

• (b) These shares are beneficially owned by Silver Valley Limited, a company incorporated in the British Virgin Islands whose entire issued share capital is legally and beneficially owned by Mr. Chan Ki.

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GENERAL INFORMATION

APPENDIX

(ii) Share options of the Company:

					No. of share
					options of the
					Company
	No. of share				outstanding as
	options of the			Exercise	at the Latest
Name of	Company		Exercise	price per	Practicable
Directors	granted	Date of grant	period	ALT Share	Date
Mr. Lo Lin Shing,	57,000,000	14th August, 2000	15th August, 2000 to	HK$0.284	57,000,000
Simon			14th August, 2003
	20,000,000	8th February, 2002	9th February, 2002 to	HK$0.150	20,000,000
			8th February, 2008
Mr. Chan Ki	57,000,000	14th August, 2000	15th August, 2000 to	HK$0.284	57,000,000
			14th August, 2003
Mr. Chan Wai	10,000,000	8th February, 2002	9th February, 2002 to	HK$0.150	10,000,000
Keung, Ringo			8th February, 2008
Mr. Yu Ansheng,	10,000,000	8th February, 2002	9th February, 2002 to	HK$0.150	10,000,000
Ben			8th February, 2008

3. SUBSTANTIAL SHAREHOLDERS

So far as is known, or can be ascertained after reasonable enquiry, by the Directors, other than Golden Infinity Co., Ltd. and Mr. Lo Lin Shing, Simon as disclosed in the section headed “Disclosure of Directors’ Interests” above, there is no person who, as at the Latest Practicable Date, 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 any general meeting of the Company.

So far as is known, or can be ascertained after reasonable enquiry, by the Directors, as at the Latest Practicable Date, the persons (other than members of the Group) directly or indirectly interested in 10% or more of the issued share capital of the members of the Group (other than the Company) were as follows:

		Approximate percentage of
		total issued share capital
	Name of the	of the subsidiaries
Name of subsidiaries	substantial	of the Company as at the
of the Company	shareholders	Lastest Practicable Date
Han International	Dr. Zhang Hou Qi	34.30%
Consulting Company	(Note (a))
Limited (“Han”)
Fusion Tech	Mr. Lam Yan Chit	45.70%
Holding Limited	(Note (b))
(“FTH”)

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GENERAL INFORMATION

APPENDIX

Notes:

• (a) The approximately 34.30% equity interest in Han is beneficially owned by Starling Technology Limited, a company incorporated in the British Virgin Islands whose entire issued share capital is wholly owned by Dr. Zhang Hou Qi.

• (b) The approximately 45.70% equity interest in FTH is benefically owned by Southern Victory Developments Limited, a company incorporated in the British Virgin Islands whose entire issued share capital is wholly owned by Mr. Lam Yan Chit.

Save as disclosed above, so far is known, or can be ascertained after reasonable enquiry, by the Directors, as at the Latest Practicable Date, no other person was directly or indirectly interested in 10% or more of the issued share capital of any members of the Group.

4. LITIGATION

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

5. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors have entered into any service agreement with any member of the Group nor are there any other service agreements proposed which will not expire or be determinable by the Group within one year without payment of compensation (other then statutory compensation).

6. GENERAL

• (i) The registered office of the Company is P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies and the principal place of business of the Company in Hong Kong is 37th Floor, New World Tower, 16-18 Queen’s Road Central, Hong Kong.

• (ii) The company secretary of the Company is Mr. Kuan Chi Yuen, ACS, ACIS

• (iii) The branch share registrars of the Company in Hong Kong is Abacus Share Registrars Limited at 5th Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong.

• (iv) The English text of this circular shall prevail over the Chinese text in case of any inconsistency.

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