Wang On Group Limited — Proxy Solicitation & Information Statement 2006

Aug 17, 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 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 Wang On Group 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 the 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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WANG ON GROUP LIMITED

---

(incorporated in Bermuda with limited liability)

(Stock Code: 1222)

DISCLOSEABLE TRANSACTION

PROPOSED ACQUISITION OF 50% OF THE EQUITY INTEREST IN THE REGISTERED CAPITAL OF SHENZHEN JIMAO MARKET CO., LIMITED

• For identification purpose only

16 August 2006

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix	– General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

“Acquisition” the possible acquisition by the Company to acquire from Shenzhen Agricultural Products 50% of the equity interest in the registered capital of Shenzhen Jimao Market as contemplated in the Letter of Intent “Appraised Value” the appraised value of Shenzhen Jimao Market derived from the asset appraisal to be conducted by an independent professional appraiser appointed by Shenzhen Agricultural Products upon signing of the Letter of Intent; the appraised value shall be confirmed and approved by the Shenzhen Office of the State-owned Assets Supervision and Administration Committee

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||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|“Board”|the|board|of|directors|of|the|Company|
|“Company”|Wang|On|Group|Limited,|a|company|incorporated|in|
|Bermuda|with|limited|liability|and|the|shares|of|which|
|are|listed|on|the|main|board|of|the|Stock|Exchange|
|“Conditions”|the|conditions|to|the|Acquisition,|as|set|out|under|the|
|paragraph|headed|“Conditions|to|the Acquisition”|of|this|
|circular|
|“Consideration”|the|consideration|payable|for|the|Acquisition|
|“Deposit”|the|deposit|of|RMB10,000,000|was|paid|by|Regal|Smart|
|Investment|under|the|Letter|of|Intent|for|the|Acquisition|
|“Directors”|the|directors|of|the|Company|
|“Eight|Wet|Markets”|the eight wet markets comprising eight of the wet markets|
|in|Shenzhen,|the|PRC|currently|owned|by|Shenzhen|
|Agricultural|Products|and|operated|by|Shenzhen|Jimao|
|Market,|namely|Honghu|Market|(|),|Beidou|
|(Wenjin)|Market|(|),|Hehua|Market|
|(|),|Huangbeiling|Market|(|),|Bibo|
|Market|(|),|Tianxin|Market|(|),|
|Shajingtou|(Tiandong)|Market|(|),|and|
|Xili|Market|(|).|The|gross|floor|area|of|the|eight|
|wet|markets|is|approximately|11,000|square|meters|

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– 1 –

DEFINITIONS

“Five Wet Markets”

• the five wet markets comprising five of the wet markets in Shenzhen, the PRC currently leased from the Shenzhen Municipal Bureau of Land Resources and Housing Management ( ), namely Lianhua Ercun Market ( ), Lianhuabei Market ( ), Fuhua Market ( ), Meilin Ercun Market ( ) and Jingtiannan Market ( ). The gross floor area of the five wet markets is approximately 9,000 square meters

• “Formal Agreement” the formal sale and purchase agreement to be entered into between Regal Smart Investment and Shenzhen Agricultural Products in relation to the Acquisition

• “Four Wet Markets” the four wet markets comprising four of the wet markets in Shenzhen, the PRC currently leased from Shenzhen Agricultural Products and operated by Shenzhen Jimao Market, namely Huangmugang Market ( ), Liyuan Market ( ), Nanshan Market ( ) and Huaqiang Market ( ). The gross floor area of the four wet markets is approximately 7,000 square meters

• “Group” the Company and its subsidiaries

• “Hong Kong” The Hong Kong Special Administrative Region of the PRC

• “Independent Third Party(ies)” independent third party(ies) who, to the best of knowledge, information and belief having made all reasonable enquiry of the Directors, are not connected with the Company and its connected persons (as defined in the Listing Rules)

• “Latest Practicable Date” 11 August 2006, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Letter of Intent” the letter of intent dated 25 July, 2006 entered into between Regal Smart Investment and Shenzhen Agricultural Products setting out the preliminary terms and conditions in relation to the Acquisition

– 2 –

DEFINITIONS

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC” the People’s Republic of China “Regal Smart Investment” Regal Smart Investment Limited ( ), an indirect wholly-owned subsidiary of the Company

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Shareholders” the shareholders of the Company “Shenzhen Agricultural Shenzhen Agricultural Products Co., Ltd. ( Products” ), a company incorporated in the PRC, and which and whose ultimate beneficial owners are Independent Third Parties of the Company

• “Shenzhen Jimao Market” Shenzhen Jimao Market Co., Ltd. ( ), a company incorporated in the PRC which is

• principally engaged in the operation and management of wet markets in Shenzhen, the PRC

• “Stock Exchange” The Stock Exchange of Hong Kong Limited “Three Wet Markets” the three wet markets comprising three of the wet markets in Shenzhen, the PRC currently owned by independent third parties and operated by Shenzhen Jimao Market, namely Yantian Market ( ), Shatou Market ( ) and Yuanling Market ( ). The gross floor area of the three wet markets is approximately 5,000 square meters

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

For the purpose of this circular, HK$1.00 is equivalent to RMB1.027. This exchange rate is for the purpose of illustration only and does not constitute a representation that any amounts have been, could have been or may be exchanged.

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LETTER FROM THE BOARD

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WANG ON GROUP LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 1222)

Executive Directors

Mr. Tang Ching Ho (Chairman) Ms. Yau Yuk Yin (Deputy Chairman) Mr. Chan Chun Hong, Thomas (Managing Director)

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors:

Dr. Lee Peng Fei, Allen, CBE, JP Mr. Wong Chun, Justein, MBE, JP Mr. Siu Yim Kwan, Sidney, S.B. St.J. Mr. Siu Kam Chau

Head office and principal

place of business:

5th Floor Wai Yuen Tong Medicine Building 9 Wang Kwong Road Kowloon Bay Kowloon Hong Kong

11 August 2006

To the Shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION

PROPOSED ACQUISITION OF 50% OF THE EQUITY INTEREST IN THE REGISTERED CAPITAL OF SHENZHEN JIMAO MARKET CO., LIMITED

The Directors announced on 25 July 2006 that Regal Smart Investment, an indirect wholly-owned subsidiary of the Company entered into the legally-binded Letter of Intent with Shenzhen Agricultural Products, an Independent Third Party, whereby, Regal Smart Investment agreed to, subject to fulfillment of the Conditions, acquire 50% of the equity interest in the registered capital of Shenzhen Jimao Market at a consideration of the maximum amount of RMB65,500,000 (approximately HK$63.8 million). The Acquisition shall be subject to an

* for identification purposes only

– 4 –

LETTER FROM THE BOARD

independent asset appraisal to determine the Appraised Value of Shenzhen Jimao Market and the completion of the bidding process held at Shenzhen Enterprise Ownership Center. Each of Regal Smart Investment and Shenzhen Agricultural Products has an option not to proceed with the Acquisition should the Appraised Value deviate from the certain agreed valuation ranges as set out in the said announcement. A deposit of RMB10,000,000 was paid by Regal Smart Investment to Shenzhen Agricultural Products on 31 July 2006.

The transaction contemplated under the Letter of Intent constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. The purpose of this circular is to provide you with further information on the Acquisition.

THE LETTER OF INTENT

Date:

25 July 2006

Parties:

Purchaser: Regal Smart Investment Limited, which is an investment holding company and is an indirect wholly-owned subsidiary of the Company.

Vendor:

Shenzhen Agricultural Products Co., Ltd., which is the legal and beneficial owner of 90.79% of the equity interest in the registered capital of Shenzhen Jimao Market. Shenzhen Agricultural Products and its ultimate beneficial owner are not connected persons of the Company and are Independent Third Parties not connected with the Company and its connected persons.

PRINCIPAL TERMS OF THE LETTER OF INTENT

Subject matters of the Letter of Intent:

Shenzhen Jimao Market is principally engaged in the operation and management of 20 traditional wet markets in various districts in Shenzhen, the PRC. These wet markets occupy a total gross floor area of approximately 32,000 square meters.

Shenzhen Agricultural Products and Shenzhen Fruits and Vegetables Trading Company currently hold 90.79% and 9.21% of the equity interests in the registered capital of Shenzhen Jimao Market, respectively.

Shenzhen Agricultural Products is principally engaged in the development and management of wet markets and agricultural wholesale markets. Shenzhen Fruits and Vegetables Trading Company and its ultimate beneficial owners are Independent Third Parties and not connected persons as defined under the Listing Rules.

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LETTER FROM THE BOARD

Based on the audited financial statements of Shenzhen Jimao Market made in accordance with the PRC Accounting Standards and Regulations, the net profit before taxation and extraordinary items of Shenzhen Jimao Market for the fiscal year ended 31 December 2004 and 2005 were approximately RMB6.9 million (approximately HK$6.7 million) and approximately RMB6.3 million (approximately HK$6.1 million), respectively. The net profit after taxation and extraordinary items of Shenzhen Jimao Market for the fiscal year ended 31 December 2004 and 2005 were approximately RMB5.8 million (approximately HK$5.6 million) and approximately RMB5.2 million (approximately HK$5.1 million), respectively. As at 31 December 2004 and 2005, the total assets of Shenzhen Jimao Market were approximately RMB60.4 million (approximately HK$58.8 million) and approximately RMB61.1 million (approximately HK$59.5 million), respectively.

Upon completion of the Acquisition, the shareholding structure of Shenzhen Agricultural Products will be as follows:

Shareholder

Shareholder	Percentage
Shenzhen Agricultural Products	40.79%
Regal Smart Investment	50%
Shenzhen Fruits and Vegetables Trading Company	9.21%

According to the Letter of Intent, there is no expiry date for the Letter of Intent. The expected completion date of the Acquisition would be a date before 24 March 2007.

The Acquisition and the Consideration:

The Acquisition and the Consideration will be subject to an asset appraisal by an independent professional appraiser to determine the Appraised Value and the completion of the bidding process held at Shenzhen Enterprise Ownership Exchange Centre (“SEOEC”) ( ). The asset appraisal is under the process by the independent professional appraiser and the expected date to issue the asset appraisal report is in early September 2006. The Appraised Value shall be confirmed and approved by the Shenzhen Office of the State-owned Assets Supervision and Administration Committee ( ). The Acquisition and the Consideration shall be determined based on the following terms:

• If the Appraised Value is higher than the amount of RMB136,000,000 or lower than the amount of RMB106,000,000, each of Regal Smart Investment and Shenzhen Agricultural Products has an option not to proceed with the Acquisition. If one of each party or both decide(s) not to proceed with the Acquisition, the party(ies) shall notify the other party(ies) within seven business days following the receipt of the appraisal report by Regal Smart Investment. Shenzhen Agricultural Products shall return the Deposit and accrued interests to Regal Smart Investment within five business days upon receipt of the written notice from Regal Smart Investment or within five business days after notifying Regal Smart Investment of its decision of not to proceed with the Acquisition;

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LETTER FROM THE BOARD

• If the Appraised Value is within the range and inclusive of RMB106,000,000 and RMB131,000,000, the Consideration shall be determined at RMB65,500,000. Shenzhen Agricultural Products will then ask for a sale of its 50% equity interest in the registered capital of Shenzhen Jimao Market for the Consideration of RMB65,500,000 at SEOEC for open bidding as required by the local government;

• If the Appraised Value is within the range of RMB131,000,000 (exclusive) and RMB136,000,000 (inclusive), Shenzhen Agricultural Products will ask for a sale of its 50% equity interest in the registered capital of Shenzhen Jimao Market for the Consideration at SEOEC, whereby the asking price shall be the half of the Appraised Value. If it cannot be successfully sold within a designated period, Shenzhen Agricultural Products will apply for a lower selling price of RMB65,500,000 and will then ask for sale of its 50% equity interest at SEOEC at that price again;

• The Consideration shall be satisfied by payment in cash.

The Consideration was determined after arm’s length negotiations between Regal Smart Investment and Shenzhen Agricultural Products. The Directors consider that the Consideration payable for the Acquisition is in the interest of the Shareholders as a whole.

Other principal terms:

Shenzhen Jimao Market currently does not own legal titles of the 20 traditional Chinese wet markets that it currently operates. Pursuant to the Letter of Intent, the following terms has been agreed with respect to arrangements of these wet markets:

• Shenzhen Agricultural Products shall undertake to transfer the legal titles of the Eight Wet Markets to Shenzhen Jimao Market prior to the signing of the Formal Agreement. Shenzhen Agricultural Products has also agreed to procure the current owners to transfer the legal titles of the Three Wet Markets to Shenzhen Agricultural Products and thereafter, to Shenzhen Jimao Market. The current owners of the Three Wet Markets are independent third parties not connected with the Company and its connected persons. Shenzhen Agricultural Products does not guarantee the successful transfer of legal titles of the Three Wet Markets. If the legal titles of the Three Wet Markets cannot be transferred to Shenzhen Agricultural Products within three years after the signing of the Letter of Intent, Shenzhen Agricultural Products shall return to Regal Smart Investment the portion of the Consideration related to the Three Markets (i.e. Yantian Market ( ): RMB3,700,000; Shatou Market ( ): RMB2,500,000; and Yuanling Market ( ): RMB9,200,000).

• Out of the remaining nine wet markets Shenzhen Jimao Market is currently operating, the Four Wet Markets are currently leased from Shenzhen Agricultural Products and the Five Wet Markets are leased from Shenzhen Municipal Bureau of Land Resources and Housing Management ( ). Upon completion of the Acquisition, Shenzhen Jimao will continue to lease these nine wet

– 7 –

LETTER FROM THE BOARD

markets from Shenzhen Agricultural Products and Shenzhen Municipal Bureau of Land Resources and Housing Management. Shenzhen Jimao will operate and manage these markets and sublease to individual parties.

Payment:

A deposit of RMB10,000,000 was paid by Regal Smart Investment to Shenzhen Agricultural Products on 31 July 2006. If the Acquisition cannot be completed due to reasons as set out in the Letter of Intent, Shenzhen Agricultural Products shall return the Deposit and the accrued interests in full.

The outstanding amount of the Consideration shall be paid in cash to Shenzhen Agricultural Products in accordance with the Formal Agreement to be entered into between Regal Smart Investment and Shenzhen Agricultural Products.

The Company intends to seek for banking facilities of approximately HK$30 million (representing approximately half of the total consideration) to finance part of the Consideration. The remaining amount of the Consideration will be funded by internal resources of the Group. In the event that the banking facilities cannot be obtained, the Consideration will be wholly funded by internal resources.

Conditions to the Acquisition:

The completion of the Acquisition is conditional upon, inter alia, fulfilment of the following conditions:

• Shenzhen Agricultural Products obtains all necessary approvals from relevant government authorities and completes all the necessary procedures in relation to the disposal of state-owned assets and the Acquisition in accordance with the laws and regulations of the PRC;

• Shenzhen Agricultural Products duly transfers the legal titles of the Eight Wet Markets to Shenzhen Jimao Market prior to the signing of the Formal Agreement of the Acquisition;

• the completion of all necessary legal, financial and business due diligence on Shenzhen Jimao Market conducted by the independent professional party(ies).

• the signing of the Formal Agreement between Shenzhen Agricultural Products and Regal Smart Investment.

The due diligence work is currently under process and is expected to complete by the end of August 2006. The Formal Agreement is scheduled to be signed in mid September.

– 8 –

LETTER FROM THE BOARD

Reasons for and the benefits of the Acquisition:

The Group is principally engaged in property development, property investment, management and sublicensing of wet markets, shopping centres, car park and retail business in Hong Kong. It also has interests in the pharmaceutical business through its investments in Wai Yuen Tong Medicine Holdings Limited, a company listed on the Stock Exchange.

The Group is one of the leading wet markets operators in Hong Kong. Having regard to the business opportunities and sustained growth of economy in the PRC, the Directors believe that the Acquisition provides an opportunity for the Group to penetrate into the wet markets industry in the PRC. By leveraging the knowledge and experience gained from managing wet markets in Hong Kong, the Group intends to undertake more wet markets investments in China to benefit from a stable and attractive recurring income in the long-term. Immediately upon completion of the Acquisition and if having the banking facilities of approximately HK$30 million to finance part of the Consideration, the amount of the non-current assets of the Group would increase by approximately HK$63.8 million (subject to the Appraised Value), being the recognition of the interests of Shenzhen Jimao Market held by the Group. The amount of current assets would decrease by approximately by HK$33.8 million, being the net payment of the consideration while the amount of the total liabilities would increase by approximately HK$30 million, being the increase of the amount of banking facilities. The Directors expect that the Acquisition will have a positive contribution to the earnings of the Group and will not have any significant impact on the assets and liabilities of the Group.

The Directors consider the terms of the transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

The Directors wish to emphasise that the completion of the Acquisition is subject to the Conditions. As such, the Acquisition may or may not proceed. If the Acquisition is materialized, it will constitute a notifiable transaction on the part of the Company. Shareholders and investors are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Acquisition will be made by the Company in the event any Formal Agreement has been signed.

Additional information

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

Yours faithfully, For and on behalf of Wang On Group Limited Chan Chung Hong, Thomas Managing Director

– 9 –

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in the 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) Interests of Directors

As at the Latest Practicable Date, the interests and short positions of each Director or chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporation(s) (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 Park 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 Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange, were as follows:

Long position in Shares

Name of Director Mr. Tang Ching Ho Ms. Yau Yuk Yin	Number of shares held, capacity and nature of interest Percentage of the Company’s issued share capital Personal interest Family interest Corporate interest Other interest Total 737,226 737,224 (Note (a)) 2,696,672 (Note (b)) 36,848,155 (Note (c)) 41,019,277 18.12% 737,224 3,433,898 (Note (d)) – 36,848,155 (Note (e)) 41,019,277 18.12%

Notes:

• (a) Mr. Tang Ching Ho was taken to be interested in those shares in which his spouse, Ms. Yau Yuk Yin, was interested.

• (b) Mr. Tang Ching Ho was taken to be interested in those shares in which Caister Limited, a company which is wholly and beneficially owned by him, was interested.

• (c) Mr. Tang Ching Ho was taken to be interested in those shares by virtue of being the founder of a discretionary trust, namely Tang’s Family Trust.

– 10 –

GENERAL INFORMATION

APPENDIX

• (d) Ms. Yau Yuk Yin was taken to be interested in those shares in which her spouse, Mr. Tang Ching Ho, was interested.

• (e) Ms. Yau Yuk Yin was taken to be interested in those shares by virtue of being a beneficiary of Tang’s Family Trust.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executive of the Company had any interest or short position in the shares, underlying shares or debentures of the Company or any of its associated corporation(s) (within the meaning 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 any interests and short positions which he was taken to 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 Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange.

(b) Persons who have an interest or short position in the shares or underlying shares of the Company which is discloseable under Divisions 2 and 3 of Part XV of the SFO and substantial Shareholders

As at the Latest Practicable Date, so far as is known to the Directors, the following persons (not being a Director or chief executive of the Company) had, or were deemed or taken to have interests or short positions in the shares or underlying shares of the Company which would fall 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, who 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 other member of the Group or had any option in respect of such capital:

		Percentage of
		the Company’s
	Number of	issued share
Name	shares	capital
Accord Power Limited	36,848,155 (L)	16.28%
Trustcorp Limited (Note (a))	36,848,155 (L)	16.28%
Newcorp Ltd. (Note (b))	36,848,155 (L)	16.28%
Newcorp Holdings Ltd. (Note (c))	36,848,155 (L)	16.28%
Mr. David Henry Christopher Hill (Note (d))	36,848,155 (L)	16.28%
Ms. Rebecca Ann Hill (Note (e))	36,848,155 (L)	16.28%
Mr. David William Roberts (Note (f))	36,848,155 (L)	16.28%

L: Long position

– 11 –

GENERAL INFORMATION

APPENDIX

Notes:

• (a) Accord Power Limited is wholly-owned by Trustcorp Limited in its capacity as the trustee of Tang’s Family Trust; accordingly, Trustcorp was taken to be interested in those shares held by Accord Power Limited.

• (b) Trustcorp is a wholly-owned subsidiary of Newcorp Ltd.; accordingly, Newcorp Ltd. was taken to be interested in those shares in which Trustcorp Limited was interested.

• (c) Newcorp Ltd. is a wholly-owned subsidiary of Newcorp Holdings Ltd.; accordingly, Newcorp Holdings was taken to be interested in those shares in which Newcorp Ltd. was interested.

• (d) Mr. David Henry Christopher Hill owned 35% interest in the issued shares capital of Newcorp Holdings Ltd. and was therefore taken to be interested in the shares in which Newcorp Holdings Ltd. was interested.

• (e) Ms. Rebecca Ann Hill is the spouse of Mr. David Henry Christopher Hill and was therefore taken to be interested in the shares in which Mr. David Henry Christopher Hill was interested.

• (f) Mr. David William Roberts owned 35% interest in the issued share capital of Newcorp Holdings Ltd. And was therefore taken to be interested in the shares in which Newcorp Holdings Ltd. was interested.

Save as disclosed above, according to the register of interests kept by the Company under section 336 of the SFO and so far as is known to the Directors, as at the Latest Practicable Date, no other person (not being a Director or chief executive of the Company) had any interest or short position in shares or underlying shares of the Company 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 other member of the Group or held any option in respect of such capital.

3. LITIGATION

As at the Latest Practicable Date, no member of the Group 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 by or against any member of the Group.

4. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any other member of the Group (excluding contracts expiring or determinable by the Company within one year without payment of compensation other than statutory compensation).

– 12 –

GENERAL INFORMATION

APPENDIX

5. COMPETING INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or their respective associates had any interest in a business which competes or may compete with the business of the Group, or have or may have any other conflicts of interest with the Group pursuant to Rule 8.10 of the Listing Rules.

6. GENERAL

• (a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

• (b) The head office and principal place of business of the Company in Hong Kong is at 5th Floor, Wai Yuen Tong Medicine Building, 9 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong.

• (c) The qualified accountant of the Company is Mr. Leong Weng Kin, CPA.

• (d) The company secretary of the Company is Mr. Chan Chun Hong, Thomas. He is a fellow member of The Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants.

• (e) The branch share registrar of the company in Hong Kong is Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

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

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