VSTECS Holdings Limited — Proxy Solicitation & Information Statement 2008

Aug 29, 2008

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 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 VST Holdings Limited, you should at once hand this circular to the purchaser or 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.

This circular sets out the information with respect to the disposal of shares in ECS Holdings Limited and Put Option and is for information only and does not constitute an intention or offer to acquire, purchase or subscribe for any securities.

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(Stock Code: 856)
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DISCLOSEABLE TRANSACTIONS

DISPOSAL OF SHARES IN ECS HOLDINGS LIMITED

AND

PUT OPTION

* for identification purpose only

1 September 2008

CONTENTS

	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Disposal of SI Sale Shares and Put Option
1. The Sophisticated Investor Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2. Put Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Disposal of the Retail Sale Shares
1. Sale and Purchase of Retail Sale Shares . . . . . . . . . . . . . . . . . . . . . . . . . .	8
2. Reasons for the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
3. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Financial Effects of the Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

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

“ABN AMRO”	ABN AMRO Bank N. V., Hong Kong Branch
“ABN Charge”	the charge over the ECS Shares owned by the Company,
	including the SI Sale Shares and Retail Sale Shares,
	given by the Company in favour of ABN AMRO as
	securities for certain loan facilities extended by ABN
	AMRO to the Company
“Board”	the board of directors of the Company
“Business Day”	a day (excluding Saturdays, Sundays and public holidays)
	on which banks generally are open in Singapore for the
	transaction of normal banking business
“Company”	VST Holdings Limited, a company incorporated in
	Cayman Islands with limited liability, the shares of which
	are listed on The Stock Exchange of Hong Kong Limited
“Completion”	completion of the sale and purchase of the SI Sale Shares
	pursuant to the Sophisticated Investor Agreements
“Completion Date”	14 August 2008 being the date falling the Business Day
	immediately after all the Conditions Precedent have been
	satisfied or waived or such other date as the parties may
	agree in writing
“Conditions Precedent”	the conditions precedent to the Completion as more
	particularly described above
“Directors”	directors of the Company for the time being
“Disposal”	the sale and transfer of (i) the SI Sale Shares by the
	Company to certain Sophisticated Investors pursuant to
	the Sophisticated Investor Agreements and (ii) the Retail
	Sale Shares by the Company to certain Retail Investors at
	the Purchase Price, on 14 August 2008
“ECS”	ECS Holdings Limited, a company incorporated in
	Singapore and whose shares are listed on the SGX-ST
	Main Board
“ECS Share(s)”	ordinary share(s) in the capital of ECS

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DEFINITIONS

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party” a third party independent of the Company and its connected persons (as defined in the Listing Rules)

• “Latest Practicable Date” 27 August 2008 being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “PRC” People’s Republic of China “Public Free Float” 10% public free float as required under Rule 723 of the Listing Manual of the SGX-ST

• “Purchase Price” the purchase price per share of S$0.45 for the SI Sale Shares or S$0.40 for the Retail Sale Shares, as the case may be

• “Put Option” a right exercisable by each SI Purchaser to require the Company to purchase from the relevant SI Purchaser all or any of the SI Sale Shares purchased by it at the exercise price pursuant to the Sophisticated Investor Agreements

• “Retail Investors” an investor who is not:

• (i) a director, chief executive officer, substantial shareholder or controlling shareholder of ECS or its subsidiary companies;

• (ii) an associate (as defined in the Listing Manual of SGX-ST) of the persons in sub-paragraph (i) above; nor

• (iii) a Sophisticated Investor

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DEFINITIONS

“Retail Sale Shares” 1,000,000 ECS Shares sold to Retail Investors by the Company “S$” Singapore dollars, the lawful currency of Republic of Singapore

• “SGX-ST” Singapore Exchange Securities Trading Limited

• “SI Purchaser” a Sophisticated Investor which has agreed to purchase the SI Sale Shares pursuant to the Sophisticated Investor Agreements

• “SI Sale Shares” an aggregate of 32,000,000 ECS Shares sold and transferred by the Company to the SI Purchasers pursuant to the Sophisticated Investor Agreements

• “Singapore” The Republic of Singapore

• “Sophisticated Investor” an accredited investor or an institutional investor

• “Sophisticated Investor the Sophisticated Investor Sale Agreement dated 12 Agreements” August 2008 entered into between the SI Purchasers and the Company for the sale of SI Sale Shares by the Company

The exchange rate of S$1.00 to HK$5.6 is used throughout this circular for illustration purposes. No representation is made as to whether S$ has been/can be converted into HK$ at such rate or any other rate.

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LETTER FROM THE BOARD

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(Stock Code: 856)

Executive Directors: Mr. Li Jialin (Chairman) Mr. Tay Eng Hoe (Vice Chairman) Mr. William Choo

Registered Office: Cricket Square, Hutchins Drive P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands

Independent Non-Executive Directors:

Mr. Ni Zhenwei Dr. Chan Po Fun Peter Mr. Li Wei

Principal Place of Business: Unit 1901, 19th Floor, West Tower Shun Tak Centre 168 Connaught Road Central Hong Kong

1 September 2008

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTIONS

DISPOSAL OF SHARES IN ECS HOLDINGS LIMITED AND PUT OPTION

INTRODUCTION

In the announcements issued by the Company on 12 August 2008 and 14 August 2008 respectively, the Board announced that:

• (1) On 12 August 2008, the Company entered into the Sophisticated Investor Agreements whereby the SI Purchasers had agreed to purchase from the Company 32,000,000 ECS Shares, representing approximately 8.76% of the entire issued capital of ECS at the Purchase Price of S$0.45 (approximately HK$2.52).

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LETTER FROM THE BOARD

• (2) As a term of the Sophisticated Investor Agreements, the Company granted the Put Option to the SI Purchasers to require the Company to purchase the SI Sale Shares from them at the exercise price of S$0.477 (approximately HK$2.67) per share which shall be adjusted for certain deductions one calendar year after the commencement of trading of ECS Shares on the SGX-ST.

• (3) On 14 August 2008, the Company disposed of 1,000,000 ECS Shares, representing approximately 0.27% of the entire issued capital of ECS at the Purchase Price of S$0.40 (approximately HK$2.24) to certain Retail Investors.

The Company is an investment holding company and the principal activities of its subsidiaries are distributions of information technology products for the commercial and consumer markets in Asia.

ECS Holdings Limited, a subsidiary of the Company, is a company incorporated in Singapore and whose shares are listed on the Official List of the SGX-ST.

As more particularly described in the circular dated 1 October 2007 relating to the acquisition of ECS which constituted a very substantial acquisition for VST despatched to shareholders of the Company, the Company has acquired a total of 360,580,093 ECS Shares, representing approximately 98.7% of the entire issued ECS Shares pursuant to the sale and purchase agreement dated 7 August 2007 entered into between the Company and certain shareholders of ECS relating to the purchase of approximately 52.5% of the ECS Shares, the mandatory unconditional cash offer to purchase the remaining ECS Shares pursuant to the Singapore Code on Take-Overs and Mergers and Section 215(3) of the Companies Act of Singapore.

As ECS did not have the requisite 10% public free float as required under Rule 723 of the Listing Manual of the SGX-ST, trading in the ECS Shares was suspended from 14 December 2007.

It is the intention of the Company to maintain the listing status of ECS. With a view to restoring the Public Free Float of ECS in order to resume trading of ECS Shares on SGX-ST, the Company had to place down sufficient number of ECS Shares to investors who are “public” shareholders within the definition of the Listing Manual of SGX-ST.

The Disposal and the Put Option constituted discloseable transactions of the Company under the Listing Rules. The purpose of this circular is to provide you with further details of the Disposal and the Put Option and other information in compliance with the requirements of the Listing Rules.

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LETTER FROM THE BOARD

DISPOSAL OF SI SALE SHARES AND PUT OPTION

THE SOPHISTICATED INVESTOR AGREEMENTS

Date

12 August 2008

Parties

Vendor – VST Holdings Limited Purchaser – seven Sophisticated Investors

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, the SI Purchasers and their ultimate beneficial owners are Independent Third Parties.

Sale and Purchase of SI Sale Shares

The Company agreed to sell, and each Purchaser agreed to purchase certain ECS Shares (32,000,000 ECS Shares in total) free from all encumbrances, together with all rights attaching to them as at Completion.

The Purchase Price for each SI Sale Share payable by the SI Purchasers is S$0.45 (approximately HK$2.52) and the aggregate consideration is approximately S$14,400,000 (approximately HK$80 million) payable on Completion.

The Purchase Price payable by the SI Purchasers represent a discount of approximately 29.69% of the closing price of S$0.64 per ECS Share (approximately HK$3.58) as quoted on the SGX-ST on 14 December 2007, being the last day on which ECS Shares were traded on SGX-ST prior to this announcement.

The Purchase Price was arrived at on an arm’s length basis after considering the current volatile market conditions, the fact that ECS Shares are suspended from trading and the market price of comparable companies.

The book value of the SI Sale Shares as of 31 July 2008 is approximately S$21,376,000 (approximately HK$120 million). The deficit of the consideration and the book value of the SI Sale Shares is approximately S$7 million (approximately HK$39 million).

The loss expected to accrue to the Company is approximately HK$42 million on the basis of the difference between the net proceeds from the disposal of the SI Sale Shares and the carrying value of the SI Sale Shares of approximately HK$120 million (based on the cost of acquisition at S$0.668 per ECS Share (approximately HK$3.74)).

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LETTER FROM THE BOARD

Conditions Precedent

Completion was conditional upon:

• (i) the approval in principle of the SGX-ST for the lifting of the suspension in trading of the ECS Shares being granted by SGX-ST;

• (ii) the ECS Shares remaining listed on the Main Board of the SGX-ST on the Completion Date;

• (iii) the consent of ABN AMRO for the sale of the SI Sale Shares pursuant to the Sophisticated Investor Agreements and completion of release of the ABN Charge in respect of the SI Sale Shares prior to or upon Completion;

• (iv) the approval of The Stock Exchange of Hong Kong Limited for the release by the Company of an announcement relating to the sale of the SI Sale Shares; and

• (v) the representations and warranties of the Company herein being true, accurate and correct in all material respects as if made on the Completion Date.

All Conditions Precedent shall be fulfilled or waived by 11 September 2008 or such other day as the parties may agree, failing which the Sophisticated Investor Agreements shall automatically terminate.

Completion

As all the Conditions Precedent have been fulfilled, Completion took place on 14 August 2008.

PUT OPTION

As a term of the Sophisticated Investor Agreements, the Company has also granted to each SI Purchaser the Put Option. Under the Put Option, each SI Purchaser may require the Company to purchase from the relevant SI Purchaser all or any of the SI Sale Shares purchased by it at the exercise price.

The Put Option’s exercise price is S$0.477 (approximately HK$2.67) per share which shall be adjusted for any dividends, bonus issues or other distributions received by the relevant SI Purchaser in respect of each ECS Share between the Completion Date and the date of completion of the sale and purchase of such SI Sale Shares pursuant to the Put Option and/or after appropriate adjustment for any rights issue that may be completed by ECS prior to the exercise of the Put Option. Assuming exercise of the Put Option in full without any deductions or adjustments, the aggregate consideration payable by the Company to the SI Purchasers will be approximately S$15,264,000 (approximately HK$85.5 million) which is expected to be financed out of its internal resources.

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LETTER FROM THE BOARD

The Put Option’s exercise price is determined based on a 6% premium on the Purchase Price payable for the SI Sale Shares which is reasonable for attracting investors to purchase the SI Sale Shares under the current volatile market conditions as well as during suspension of trading of ECS Shares.

The Put Option may be exercised once by a SI Purchaser at its discretion in respect of any number of the SI Sale Shares purchased by it on and only on the date which is one (1) day falling one calendar year after 15 August 2008 being the date on which ECS Shares are relisted and traded on SGX-ST or if such date is not a Business Day, the next Business Day immediately thereafter. The Put Option is therefore classified as a discloseable transaction as if the same has been exercised under Rule 14.74 of the Listing Rules.

DISPOSAL OF THE RETAIL SALE SHARES

Date : 14 August 2008 Parties : Vendor – VST Holdings Limited Purchasers – certain Retail Investors

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, the Retail Investors who purchased the Retail Sale Shares and their ultimate beneficial owners are Independent Third Parties.

SALE AND PURCHASE OF RETAIL SALE SHARES

A total of 1,000,000 ECS Shares sold by the Company to certain Retail Investors.

The Purchase Price for each Retail Sale Share is S$0.40 (approximately HK$2.24) and the aggregate consideration is approximately S$400,000 (approximately HK$2.24 million).

The Purchase Price represents a discount of approximately 37.5% of the closing price of S$0.64 per ECS Share (approximately HK$3.58) as quoted on the SGX-ST on 14 December 2007, being the last day on which ECS Shares were traded on SGX-ST prior to completion of the sale of the Retail Sale Shares.

The Purchase Price was arrived at on an arm’s length basis after considering current volatile market conditions, the fact that ECS Shares are suspended from trading, the market price of comparable companies and the absence of any put option as that granted to Sophisticated Investors.

The book value of the Retail Sale Shares as of 31 July 2008 is approximately S$668,000 (approximately HK$3.7 million). The deficit of the consideration and the book value of the SI Sale Shares is approximately S$268,000 (approximately HK$1.5 million).

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LETTER FROM THE BOARD

The loss expected to accrue to the Company is approximately HK$1.5 million on the basis of the difference between the net proceeds from the disposal of the Retail Sale Shares and the carrying value of the Retail Sale Shares of approximately HK$3.7 million (based on the cost of acquisition at S$0.668 per ECS Share (approximately HK$3.74)).

Completion

Completion of the sale and transfer of the Retail Sale Shares took place on 14 August 2008.

REASONS FOR THE TRANSACTIONS

The Disposal was effected by the Company in order to restore the Public Free Float of ECS in compliance with the Listing Manual of SGX-ST and facilitate the resumption of trading of the ECS Shares on SGX-ST as soon as possible.

The Board (including the independent non-executive directors) considers that the terms and conditions of the Sophisticated Investor Agreements, the Put Option and the Disposal are on normal commercial terms and are fair and reasonable given the current volatile market conditions and the fact that ECS Shares are suspended from trading. The Board (including the independent non-executive directors) also considers that it is in the interest of the Company and its Shareholders as a whole to enter into the Sophisticated Investor Agreements and effect the Disposal as it will facilitate the relisting of ECS Shares. By maintaining its listing status on SGX-ST, ECS will have its own fund raising platform to finance its operations and business development.

After the Disposal, ECS has resumed trading on SGX-ST from 15 August 2008.

GENERAL

All ECS Shares held by the Company have been charged by the Company in favour of ABN AMRO as securities for certain interest-bearing loan facilities extended by ABN AMRO to the Company as a bridging loan to finance the acquisition of ECS Shares. The loan is repayable on or before 15 December 2008. The net proceeds of the Disposal, after deduction of all commission and expenses, amounting to approximately S$14,300,000 (approximately HK$80 million), have been used to make partial repayment of the outstanding balance of approximately HK$720 million of such loan facilities granted by ABN AMRO in order to release the ABN Charge on the Retail Sale Shares and SI Sale Shares.

Immediately after completion of the Disposal, the Company’s shareholding in ECS has been reduced to approximately 89.7% and ECS will continue to be a subsidiary of the Company and the results of ECS will continue to be consolidated in the financial statements of the Company.

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LETTER FROM THE BOARD

Based on Singapore Financial Reporting Standards, the audited net profits of ECS (before and after tax and extraordinary items) attributable to the SI Sale Shares and Retail Sale Shares, which, in aggregate, represent approximately 9.03% of the entire issued capital of ECS, for the two financial years ended 31 December 2007 were:

	Financial year ended	Financial year ended
	31 December
	2006	2007
	(’000)	(’000)
Net profits before tax and extraordinary items
attributable to the SI Sale Shares and	S$2,439/	S$3,125/
Retail Sale Shares	(HK$13,658)	(HK$17,500)
Net profits after tax and extraordinary items
attributable to the SI Sale Shares and	S$1,942/	S$2,363/
Retail Sale Shares	(HK$10,873)	(HK$13,230)

FINANCIAL EFFECTS OF THE DISPOSAL

(a) Assets

It is expected that there is no effect on the assets of the Group as a result of the Disposal.

(b) Earnings

It is expected that there is no effect on the earnings of the Group as a result of the Disposal since the Group applies a policy of treating transactions with minority interests as transactions with equity owners of the Group. Losses on disposal to minority interests are recorded in equity.

(c) Liabilities

It is expected that the liabilities of the Group will be reduced by approximately HK$80,000,000 upon applying the net proceeds from the Disposal to make partial repayment of the loan facilities granted by ABN AMRO.

Yours faithfully, For and on behalf of the Board

VST Holdings Limited Li Jialin

Chairman

* for identification purpose only

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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

Directors

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the VST Shares, underlying VST Shares and debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) as 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 which they were taken or deemed to have under such provisions of the SFO) or as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code on Securities Transactions by Directors of Listed Companies were as follows:

Long Position in the issued VST Shares

			Percentage of
		Number of	the issued share
Name of		Issued VST	capital of the
Director	Capacity	Shares held	Company
Mr. Li Jialin	Beneficial interests,	459,516,000	41.11%
	family interests and
	interests in controlled
	corporation (Note 1)

Note:

• (1) 241,500,000 shares of the Company were held by L&L Limited. The entire issued share capital of L&L Limited is held equally by Mr. Li Jialin (the Chairman, Chief Executive Officer and an executive Director of the Company) and his spouse, Madam Liu Li. Mr. Li Jialin is therefore deemed to be interested in all the VST Shares held by L&L Limited and Madam Liu Li. Madam Liu Li is also deemed to be interested in all the VST Shares held by Mr. Li Jialin and L&L Limited. None of Li Jialin, L&L Limited or Liu Li currently holds any ECS Shares.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interests and short positions in the VST Shares, underlying VST Shares and debentures of the Company and its associated corporations

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APPENDIX

GENERAL INFORMATION

(within the meaning of Part XV of the SFO) as 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 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, pursuant to the Listing Rules, to be notified to the Company and the Stock Exchange.

Substantial Shareholders

As at the Latest Practicable Date, so far is known to the Directors, the following persons (not being a Director or a chief executive of the Company) had an interest or short position in the VST Shares or underlying VST Shares of the Company which are required to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO or, required to be entered in the register maintained by the Company pursuant to Section 336 of the SFO, or were, 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:

		Number of issued	Percentage of
		VST Shares held	the issued share
Name of		(long position (L)/	capital of the
Shareholder	Capacity	short position (S))	Company
L&L Limited	Beneficial interests	241,500,000	21.61%
		ordinary shares
		(L) (Note 1)
Liu Li	Beneficial interests,	459,516,000	41.11%
	family interests and	ordinary shares
	interests in controlled	(L) (Note 2)
	corporation
ABN AMRO	Beneficial interests	124,277,333 (L)	11.12%
		150,000,000 (S)	13.42%
Atlantis Investment	Beneficial interests	83,000,000 (L)	7.43%
Management
Limited
Cannizaro Asia	Beneficial interests	68,294,000 (L)	6.11%
Master Fund
Limited
		25,000,000 (S)	2.24%

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GENERAL INFORMATION

APPENDIX

Notes:

• (1) The entire issued share capital of L&L Limited is equally held by Mr. Li Jialin (the Chairman and Chief Executive Officer of the Company) and his spouse, Madam Liu Li.

• (2) 241,500,000 shares of the Company were held by L&L Limited, the entire issued share capital of which was equally held by Mr. Li Jialin (the Chairman and Chief Executive Officer of the Company) and his spouse, Madam Liu Li. In addition, each of Mr. Li Jialin and Madam Liu Li was personally interested in 53,016,000 shares and 165,000,000 shares of the Company respectively.

Save as disclosed above, as at the Latest Practicable Date, so far is known to the Directors, there was no person who had an interest and/or a short position in the VST Shares or underlying VST Shares which is required to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 Part XV of the SFO or, who was, 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 any member of the Group.

3. COMPETING INTEREST

None of the Directors and their respective associates have any interests in a business or are interested in any business which competes or may compete either directly or indirectly with, or is similar to, the business of the Group as at the date of this circular.

4. LITIGATION

Neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and no litigation or claim of material importance or 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.

5. SERVICE CONTRACTS

None of the Directors has an unexpired service contract, and there is no proposed service contracts of Directors or proposed Directors, which is not terminable by the Company or any of its subsidiaries within one year without payment of compensation, other than statutory compensation.

6. GENERAL

• (a) The registered office of the Company is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Its principal place of business in Hong Kong is Unit 1901, 19th Floor, Shun Tak Centre, 168 Connaught Road Central, Hong Kong.

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GENERAL INFORMATION

APPENDIX

• (b) As at the date of this circular, the Board comprised Mr. Li Jialin (Chairman and executive Director), Mr. Tay Eng Hoe (Vice Chairman and executive Director), Mr. Willian Choo (executive Director), Mr. Ni Zhenwei (independent non-executive Director), Dr. Chan Po Fun Peter (independent non-executive Director) and Mr. Li Wei (independent non-executive Director).

• (c) The secretary of the Company is Mr. Lung Cheuk Wah. Mr. Lung is a fellow member of The Institute of Chartered Secretaries and Administrators in the United Kingdom; a fellow member of The Hong Kong Institute of Company Secretaries and from which Mr. Lung was granted the first Practitioner’s Endorsement on 1 December 2006; and an associate member of The Taxation Institute of Hong Kong.

• (d) The qualified accountant of the Company is Mr. Chow Yiu Tat, a member of the Hong Kong Institute of Certified Public Accountants.

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

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