Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Weiye Holdings Limited Proxy Solicitation & Information Statement 2006

Aug 11, 2006

50009_rns_2006-08-11_58485d87-b461-4f2d-af7c-f1b5174e70d6.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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 a licensed securities dealer, a bank manager, solicitor, professional accountant or other professional adviser.

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

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [49 x 48] intentionally omitted <==

UNITED POWER INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

DISCLOSEABLE AND CONNECTED TRANSACTION

Independent financial adviser

==> picture [176 x 27] intentionally omitted <==

A letter from Baron Capital Limited containing its advice to the shareholders of United Power Investment Limited is set out on pages 8 to 14 of this circular.

11 August 2006

CONTENTS

Page Definitions .................................................................................................................................................... ii Letter from the Board ................................................................................................................................. 1 Letter from Baron ....................................................................................................................................... 8 Appendix – General information ........................................................................................................... 15

i

DEFINITIONS

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

  • ‘‘Agreement’’

  • the agreement dated 14 July 2006 between Well Allied and PLD

  • ‘‘Association’’

  • (China Music Video Collective

  • Management Association) (in the course of formation)

‘‘Association Agreements’’

  • the copyright co-operation agreement entered into between China Music and the Association and the copyright business operation co-operation agreement entered into between China Music, the Association and Song Labs both dated 8 May 2006

‘‘Audio-visual Works’’

  • the audio-visual works with vocal accompaniment that PLD has acquired exclusive rights to license to karaoke operators in the PRC the rights to, inter alia, replicate and play such works pursuant to the Contracts

  • ‘‘Baron’’ Baron Capital Limited, a licensed corporation to carry out types 1 and 6 regulated activities (dealing in securities and advising on corporate finance) under the SFO, the independent financial adviser to the Shareholders in relation to the Transaction

  • ‘‘Board’’ the board of Directors

  • ‘‘BVI’’ the British Virgin Islands

  • ‘‘China Music’’ (China Music Video Broadcast (Shenzhen) Company Limited), a company incorporated in the PRC and wholly owned by Well Allied

‘‘Company’’

United Power Investment Limited, a company incorporated in Bermuda with limited liability, the shares of which are currently listed on and dealt in the Stock Exchange

  • ‘‘Completion Date’’ the date on which completion of the Agreement takes place

  • ‘‘Contracts’’

the contracts among PLD and the Licensors, whereby PLD acquires the exclusive rights to, inter alia, grant licence to karaoke operators the rights to replicate and play the Audio-visual Works

  • ‘‘Director(s)’’ the director(s), including the independent non-executive directors, of the Company

  • ‘‘Group’’ the Company and its subsidiaries

ii

DEFINITIONS

  • ‘‘Hong Kong’’

the Hong Kong Special Administrative Region of the PRC

  • ‘‘Independent Third Parties’’

  • to the best of the directors’ knowledge, information and belief having made all reasonable enquiry, independent third party(ies) who is(are) not a connected person(s) (as defined in the Listing Rules) of the Company and is(are) also not connected with the Company or the connected person(s) (as defined in the Listing Rules) of the Company

  • ‘‘Latest Practicable Date’’

  • 9 August 2006, being the latest practicable date prior to printing of this circular for ascertaining certain information for inclusion in this circular

  • ‘‘Licence Rights’’

  • the exclusive rights of PLD to license to karaoke operators in the PRC the rights to, inter alia, replicate and play the Audio-visual Works pursuant to the Contracts

  • ‘‘Licensors’’ various owners of copyrights to audio-visual works for vocal accompaniment, being the parties to the Contracts other than PLD

  • ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

  • ‘‘PLD’’

  • PLD International Co., Ltd, a company incorporated in Samoa with limited liability and whose entire issued share capital is owned by the PLD Shareholders

  • ‘‘PLD Shareholders’’ Messrs. Philip Lu Yueh-Wei, Lee Tien-Yung and Li Deh-Sheng, being shareholders of Tak Full which is a substantial shareholder of Well Allied

  • ‘‘PRC’’

  • the People’s Republic of China, excluding Hong Kong, Taiwan and Macau Special Administrative Region

  • ‘‘SFO’’

  • the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong)

  • ‘‘Share(s)’’ share(s) of HK$0.05 each in the share capital of the Company

  • ‘‘Shareholder(s)’’ holder(s) of Shares

  • ‘‘Song Labs’’ (Song Labs, Ltd.)

  • ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

iii

DEFINITIONS

‘‘Tak Full’’ Tak Full Group Limited, a company incorporated in Samoa with limited liability and its issued share capital is owned as to 38.89%, 18.4%, 18.3%, 18.3%, 4.44% and 1.67% by Fashion Investments Limited, Messrs. Lee Tien-Yung, Li Deh-Sheng, Philip Lu Yueh-Wei, Hao Hsin-Ming and Cheung Kwok Chung respectively ‘‘Transaction’’ the transaction contemplated under the Agreement ‘‘Well Allied’’ Well Allied Investments Limited, a company incorporated in the BVI with limited liability and its issued share capital is owned as to 51% and 49% by Welly Champ (being a 60% owned subsidiary of the Company) and Tak Full respectively ‘‘Well Allied Shareholders’’ Welly Champ and Tak Full ‘‘Welly Champ’’ Welly Champ International Limited, a company incorporated in the BVI with limited liability and its issued share capital is owned as to 60%, 20% and 20% by the Company, Messrs. Wang Wei and Li Bin respectively ‘‘Welly Champ Shareholders’’ the Company, Messrs. Wang Wei and Li Bin ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

iv

LETTER FROM THE BOARD

==> picture [49 x 48] intentionally omitted <==

UNITED POWER INVESTMENT LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 674)

Executive Directors: Yeung Chi Hang (Chairman) Ma Shuk Kam Liu Yu Mo Chung Siu Wah Yeung Kit Yu, Kitty Au Edmond Wah Chik To Pan

Independent Non-Executive Directors: Chan Lai Mei Lee Wai Loun Lee Yuk Sang, Angus

Registered Office: Clarendon House Church Street Hamilton HM 11 Bermuda

Head office and principal place of business: 2810-11 28th Floor Shun Tak Centre West Tower 200 Connaught Road Central Hong Kong 11 August 2006

To the Shareholders,

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

On 20 July 2006, the Board announced that on 14 July 2006, Well Allied, an indirect non-wholly owned subsidiary of the Company, and PLD entered into the Agreement, pursuant to which Well Allied and PLD agree to co-operate to realise the benefits of the Co-operation Agreements (as defined below).

As the applicable percentage ratio for the Transaction under the Listing Rules is more than 5% and less than 25%, the Transaction constitutes a discloseable transaction for the Company under Rule 14.08 of the Listing Rules. PLD’s entire issued share capital is owned by the PLD Shareholders. Tak Full is a substantial shareholder of Well Allied and 55% of its issued share capital is owned by the PLD Shareholders. Accordingly, PLD is a connected person of the Company and the Transaction constitutes a connected transaction for the Company under the Listing Rules, subject to the approval of the Shareholders at the general meeting of the Company.

Pursuant to Rule 14A.43 of the Listing Rules, the approval of Shareholders may be obtained by means of the written approval of the Agreement by a Shareholder who holds more than 50% of the voting rights of the Company. Given that (i) no Shareholder has a material interest in the Transaction; (ii) no Shareholder is

1

LETTER FROM THE BOARD

required to abstain from voting if the Company were to convene a general meeting for the approval of the Agreement as none of PLD or its associates has any shareholding in the Company; and (iii) a written approval of the Agreement has been given by World Possession Assets Limited, a substantial shareholder with approximately 54.12% interests in the issued share capital of the Company, no general meeting of the Company will be convened for the purpose of approving the Agreement.

The purpose of this circular is to give the Shareholders further information on the Agreement and to set out, amongst other things, the opinion of the independent financial adviser to the Shareholders on whether the terms of the Agreement are fair and reasonable so far as the Shareholders are concerned. Baron has been appointed as an independent financial adviser to advise the Shareholders in this regard.

THE AGREEMENT DATED 14 JULY 2006

Parties

Well Allied: Well Allied Investments Limited, a company incorporated in the BVI with limited liability and its issued share capital is owned as to 51% and 49% by Welly Champ (a 60% owned subsidiary of the Company) and Tak Full respectively; and

PLD: PLD International Co., Ltd, a company incorporated in Samoa with limited liability and whose issued share capital is owned by the PLD Shareholders

Nature of co-operation

As stated in the Company’s announcements dated 17 May 2006 and 14 June 2006 respectively, China Music, a wholly owned subsidiary of Well Allied, entered into the following agreements relating to licensing of copyright to karaoke music products to karaoke operators in the PRC (the ‘‘Co-operation Agreements’’):

  • (1) a copyright co-operation agreement with the Association dated 8 May 2006;

  • (2) a copyright business operation co-operation agreement with the Association and Song Labs dated 8 May 2006; and

  • (3) a co-operation agreement with Song Labs relating to market development and sharing of expenses and income dated 12 June 2006.

PLD has entered into the Contracts with the Licensors whereby PLD acquires the exclusive rights to, inter alia, grant licence to karaoke operators the rights to replicate and play the Audio-visual Works for providing vocal accompaniment to customers and promotion of such works in karaoke operation premises in the PRC. As the Group is not a party to the Contracts, the entering into the Contracts is not subject to any of the disclosure requirement under the Listing Rules.

In order to realise the benefits of the Co-operation Agreements, Well Allied entered into the Agreement with PLD. Pursuant to the Agreement, Well Allied and PLD agree to the following arrangements in respect of the Co-operation Agreements:

2

LETTER FROM THE BOARD

  • (a) Well Allied shall exclusively manage and develop the business of licensing to karaoke operators in the PRC the rights to, inter alia, replicate and play the Audio-visual Works pursuant to the Contracts on behalf of PLD;

  • (b) as directed by Well Allied, PLD shall appoint China Music as its exclusive agent in the PRC under the Contracts responsible for sourcing licencees and collection of fees pursuant to the terms of the Co-operation Agreements;

  • (c) PLD shall procure that all the Licence Rights be subject to the collective management of the Association through China Music on the terms and conditions of the Co-operation Agreements;

  • (d) PLD shall do all things necessary to enable China Music to fulfill its obligations under the Co-operation Agreements;

  • (e) Well Allied shall procure China Music to duly fulfill its obligations under the Co-operation Agreements; and

  • (f) the operation fees (being portion of the licence fees to be paid by the karaoke operators in the PRC) to be received by China Music pursuant to the terms of the Co-operation Agreements in respect of the Licence Rights during the period from the Completion Date up to 30 April 2009 (both dates inclusive) shall be shared by PLD and Well Allied as to (i) up to HK$95 million to PLD; and (ii) the balance to Well Allied and China Music.

As guarantee for the payment of PLD’s share of the operation fees, Well Allied agrees to pay to PLD in cash (i) HK$50 million on the Completion Date; and (ii) the balance of HK$45 million 30 days after the Completion Date.

As PLD (who holds the Licence Rights) agrees to perform the duties set out in items (b), (c) and (d) above to enable China Music to fulfil its obligations under the Co-operation Agreements and to collect the operation fees pursuant to the terms thereof, Well Allied agrees to pay to PLD an agreed non-refundable fee of HK$95 million in advance as its share of the operation fees to be received by China Music.

Funding

As announced on 14 June 2006, to finance the capital requirement of China Music and the working capital of Well Allied and China Music, the Well Allied Shareholders agreed to advance shareholders loan in the total sum of HK$11 million to Well Allied and the Welly Champ Shareholders agreed to advance shareholders loan in the total sum of HK$5.61 million to Welly Champ pursuant to two shareholders agreements both dated 12 June 2006. It was agreed that interest at the prime lending rate quoted by Chiyu Banking Corporation Limited would be charged at the aforesaid shareholders loans advanced. On 3 August 2006, two supplemental shareholders agreements were entered into among the Well Allied Shareholders and the Welly Champ Shareholders respectively to alter the terms of the aforesaid shareholders loans to the effect that such loans would be interests free.

The funding to be injected by Well Allied for the completion of the Agreement will be financed by shareholders’ loans to be advanced by the Well Allied Shareholders. Pursuant to a shareholders agreement dated 12 June 2006 in respect of Well Allied (as amended on 14 July 2006 and 3 August 2006), the Well Allied Shareholders agreed to advance interest free loans in the total principal amount of HK$144 million to

3

LETTER FROM THE BOARD

Well Allied in proportion to their respective shareholdings in Well Allied. Welly Champ has 51% interest in Well Allied’s issued share capital. The funding of HK$44.064 million, being the portion of the shareholders’ loan to Welly Champ attributable to the Company, will be financed by internal resources of the Company.

Conditions

Completion of the Agreement shall be conditional upon:

  • (a) the approval of independent Shareholders of the Agreement in accordance with the Listing Rules;

  • (b) Well Allied receiving legal opinions in respect of the Contracts and the Agreement, as it considers appropriate, in such forms to its reasonable satisfaction;

  • (c) Well Allied being reasonably satisfied that all necessary consents or requirements for the implementation of the arrangements under the Agreement have been obtained or complied with by PLD; and

  • (d) the operation centre established under the direction of the Association having received deposit payment of not less than HK$50 million from the agents appointed by China Music and Song Labs for sourcing licencees and collection of fees in respect of the audio-visual works subject to the collective management of the Association.

If the aforesaid conditions have not been fulfilled or waived by Well Allied (except the condition set out in clause (a) above) on or before 10 November 2006, the Agreement shall lapse and no party hereto shall have any claim against the other except in respect of any antecedent breach.

In relation to condition (b) above, Well Allied is seeking for legal opinions from (i) legal advisers advising on the laws of Samoa on, inter alia, the power and authority of PLD to enter into the Agreement and due execution of the Agreement by PLD; (ii) legal advisers advising on the laws of PRC on, inter alia, the validity and enforceability of certain Contracts and whether the arrangements under the Agreement enable China Music to perform its obligations under the Co-operation Agreements; and (iii) legal advisers advising on the laws of Taiwan on, inter alia, the validity and enforceability of certain Contracts and whether the Agreement will breach the terms of the relevant Contracts.

Completion

Completion of the Agreement shall take place on the third business day after all the conditions set out in the above have been fulfilled or waived or such other date to be agreed by the parties to the Agreement.

BACKGROUND INFORMATION OF THE TRANSACTION

On 23 December 2005, the State Copyright Bureau approved the establishment of the Association, which based on the PRC legal opinions respectively dated 17 May 2006 and 10 August 2006 obtained by the Group, is the only organisation approved by State Copyright Bureau in the PRC to engage in collective management of karaoke music video products in the PRC as at the Latest Practicable Date and is empowered to regulate the mode of operation of the related industry (including fixing fees for licensing copyright of music video products). Under the Association Agreements, the Association will be responsible for market management, including standardising the agreed rates of fees for licensing copyright of karaoke music products to karaoke operators, while China Music and Song Labs will be operators to source licensees and be responsible for collection of relevant licence fees.

4

LETTER FROM THE BOARD

As referred to in the announcements of the Company dated 17 May 2006 and 14 June 2006 respectively, China Music entered into the Association Agreements which are for a term of 3 years from 8 May 2006. Pursuant to the Association Agreements, the Association, China Music and Song Labs will form a syndicate in the PRC to manage and operate licensing of copyright to karaoke music products to karaoke operators in the PRC, and China Music and Song Labs will be entitled to certain portion of the licence fees payable by karaoke operators in the PRC based on the number of karaoke rooms operated by them.

Pursuant to the direction of the Association, its relevant division together with China Music and Song Labs is in the progress of establishment of an operation centre (the ‘‘Operation Centre’’), in which China Music and Song Labs will be responsible for establishing fee collection teams to set up network for fee collection from karaoke operators in various provinces and cities of the PRC. For this purpose, China Music and Song Labs will appoint agents for, inter alia, sourcing of licensees and arranging for fee collection and such agents will have to make deposit payments to the Operation Centre in connection with their appointment. The Operation Centre will set targets for the agents on (i) the number of karaoke rooms run by the licencees (which is the basis of calculation of licence fees) to be sourced by them; and (ii) the amount of licence fees. If the agents are able to reach the targets, deposit payments made by them will be refunded to them in accordance with the terms of the relevant agency agreements. On the other hand, if they fail to reach the targets, the Operation Centre will deduct the appropriate amount of money from the deposit payment made by the agents to make good the shortfall in accordance with the terms of the relevant agency agreements.

Shareholding structure

==> picture [209 x 294] intentionally omitted <==

  • To the best knowledge of the Directors, the remaining 45% shareholding of Tak Full is owned by Independent Third Parties.

5

LETTER FROM THE BOARD

REASONS FOR THE AGREEMENT

The Group is principally engaged in restaurant operations, property investment, provision of wedding services, entertainment business, retail trading of watches and operation of hotel in Macau. The Company has no present intention to change its existing principal businesses.

As mentioned in the announcement of the Company dated 17 May 2006, China Music entered into the Association Agreements in order to join force with the Association and Song Labs to explore the market for licensing of karaoke music products in the PRC effectively. Pursuant to the Association Agreements, China Music will be entitled to a portion of the licence fees received from karaoke operators in the PRC. As the Group does not own any right to karaoke music products, it entered into the Agreement with PLD (who holds the Licence Rights) to enable China Music to fulfill its obligations under the Co-operation Agreements in securing the Licence Rights being collectively managed by the Association and China Music receiving its share of the licence fees. Otherwise, China Music will not be entitled to receive any fees pursuant to the terms of the Co-operation Agreements.

As explained above, the number of karaoke rooms run by the licencees (karaoke operators) is the basis of calculation of licence fees, and China Music and Song Labs will be entitled to certain portion of the licence fees paid by such licencees. China Music and Song Labs have been approaching, and are under negotiation with, various agents to establish fee collection teams for sourcing licensees and arranging for fee collection in various provinces and cities in the PRC. Based on the indication from various agents during the negotiation process, the Directors estimate that licencees, which the agents are expected to source, run a significant number of karaoke rooms in all the provinces and cities in the PRC. As at the Latest Practicable Date, a total of 7 agency agreements have been entered into among China Music, Song Labs and the agents in Guangdong, Beijing, Hubei, Liaoning, Jiangsu, Zhejiang and Shanghai. Based on these signed agency agreements, the number of karaoke rooms run by the licencees which these agents are expected to achieve for the aforesaid provinces/cities is 71,000. Pursuant to the Co-operation Agreements and on the basis of a target of 71,000 karaoke rooms expected to be achieved by the agents, the operation fee which China Music is expected to share would amount to approximately RMB38.9 million per annum.

Furthermore, based on the indication from various agents during the negotiation process and assuming that there are about 100,000 karaoke clubs in the PRC as quoted from the website of CRI (China Radio International) Online, the Directors estimate on a prudent basis that the number of karaoke rooms which the agents are expected to achieve for all the provinces and cities in the PRC will not be less 120,000. On the assumption that the agents could achieve a target of 120,000 karaoke rooms for all the provinces and cities in the PRC (if all of them could enter into the agency agreements with China Music and Song Labs), the operation fee which China Music is expected to share would amount to RMB65.7 million per annum.

The Directors (including the independent non-executive Directors) consider that given the significant number of karaoke operators in the PRC, the licensing fees expected to be received pursuant to the arrangements under the Co-operation Agreements will be substantial. This new operation is expected to broaden the income source of the Group and facilitate the Group to build up a distribution network of karaoke operators in the PRC for future expansion of the Group’s business. In view of the above, the Directors (including the independent non-executive Directors) consider that the terms of the Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

6

LETTER FROM THE BOARD

EFFECT OF THE TRANSACTION

It is expected that the investment of HK$95 million under the Agreement will be booked as deferred expenditure under long term assets which will be amortised for a period of 3 years in the consolidated financial statements of the Group after completion of the Agreement. As the revenue of China Music cannot be quantified at this stage, the Company cannot identify any income stream arising from the Agreement for the time being.

It is expected that the investment of HK$95 million under the Agreement will not have any adverse effect on the earnings, assets and liabilities of the Group.

ADDITIONAL INFORMATION

Your attention is drawn to the letter from Baron containing its advice to the Shareholders set out on pages 8 and 14 of this circular.

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

By order of the board of United Power Investment Limited Liu Yu Mo Chief Executive Officer

7

LETTER FROM BARON

The following is the text of a letter of advice to the Shareholders from Baron Capital Limited dated 11 August 2006 prepared for the purpose of incorporation in this circular:

==> picture [176 x 27] intentionally omitted <==

4/F, Aon China Building 29 Queen’s Road Central Central, Hong Kong

11 August 2006

To the Shareholders of United Power Investment Limited

Dear Sirs,

DISCLOSABLE AND CONNECTED TRANSACTION

We refer to our appointment by United Power Investment Limited (the ‘‘Company’’) to advise the Shareholders in respect of the terms of the Agreement, details of which are set out in the ‘‘Letter from the Board’’ contained in the circular of the Company dated 11 August 2006 (the ‘‘Circular’’), of which this letter forms part. Terms defined in the Circular shall have the same meanings in this letter unless the context otherwise requires.

On 20 July 2006, the Board announced that Well Allied, an indirect non-wholly owned subsidiary of the Company, and PLD entered into the Agreement on 14 July 2006, pursuant to which Well Allied and PLD agreed to co-operate to realise the benefits of the Co-operation Agreements. With the co-operation of PLD (which holds the Licence Rights) on the terms of the Agreement, China Music is in a position to fulfil its obligations under the Co-operation Agreements and to collect operation fees from karaoke operators in the PRC. On this basis, Well Allied agreed to pay to PLD an agreed amount of HK$95 million in advance as its share of the operation fees to be received by China Music under the Co-operation Agreements. As the applicable percentage ratio for the Transaction under the Listing Rules is more than 5% and less than 25%, the Transaction constitutes a disclosable transaction for the Company under Rule 14.08 of the Listing Rules. PLD’s entire issued share capital is owned by the PLD Shareholders. Tak Full is a substantial shareholder of Well Allied and 55% of its issued share capital is owned by the PLD Shareholders. Accordingly, PLD is a connected person of the Company and the Transaction also constitutes a connected transaction for the Company under the Listing Rules, subject to the approval of the Shareholders at the general meeting of the Company.

Pursuant to Rule 14A.43 of the Listing Rules, the approval of the Shareholders may be obtained by means of written approval of the Agreement by a Shareholder who holds more than 50% of the voting rights of the Company. Given that (i) no Shareholder has a material interest in the Transaction; (ii) no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Agreement as none of PLD or its associates has any shareholding in the Company; and (iii) a written approval of the Agreement has been given by World Possession Assets Limited, a substantial shareholder with approximately 54.12% interest in the issued share capital of the Company, no general meeting of the Company will be convened for the purpose of approving the Agreement. We have been appointed to advise the Shareholders on whether the terms of the Agreement are fair and reasonable and whether the Transaction is in the interests of the Company and its Shareholders as a whole.

8

LETTER FROM BARON

In arriving at our opinion and recommendation, we have relied on the information supplied and the representations given by the Directors and the management of the Company. We have assumed that the information contained and representations made to us or referred to in the Circular are true, accurate and complete at the time they were made and continue to be so at the date of the Circular. We have reviewed, amongst others, the Agreement, the Co-operation Agreements, the Company’s annual report for the year ended 31 March 2006 and other information provided by the Company.

We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, the information provided and representations made to us are untrue, inaccurate or misleading, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading.

Having made all reasonable enquiries, the Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and further confirmed that, to the best of their knowledge, they believe there are no other facts or representations the omission of which would make any statement in the Circular, including this letter, misleading.

We have not, however, carried out any independent verification of the information provided by the Directors and the management of the Company, nor have we conducted an independent investigation into the business and affairs of the Company, nor have we considered the taxation implication on the Group or the shareholders of the Company as a result of the Transaction.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation to the Shareholders in respect of the Transaction, we have taken the following principal factors and reasons into consideration:

Background of, reasons for and benefits of the Transaction

Background of the Transaction

The Group is principally engaged in restaurant operations, property investment, provision of wedding services, entertainment business, retail trading of watches and operation of hotel in Macau. The Company has no present intention to change its existing principal business.

On 23 December 2005, the State Copyright Bureau approved the establishment of the Association, and based on the PRC legal opinions dated 17 May 2006 and 10 August 2006 obtained by the Group that the Association is the only organisation approved by State Copyright Bureau in the PRC to engage in collective management of karaoke music video products in the PRC as at Latest Practicable Date and is empowered to regulate the mode of operation of the related industry (including fixing fees for licensing copyright of music video products). Under the Association Agreements, the Association will be responsible for market management, including standardising the agreed rates of fees for licensing copyright of karaoke music products to karaoke operators, while China Music and Song Labs will be operators to source licensees and be responsible for collection of relevant licence fees.

As referred to in the Company’s announcements dated 17 May 2006 and 14 June 2006 respectively, China Music entered into the Association Agreements which are for a term of 3 years from 8 May 2006. Pursuant to the Association Agreements, the Association, China Music and Song Labs will form a syndicate in the PRC to manage and operate licensing of copyright to karaoke music products to karaoke operators in the PRC, and China Music and Song Labs will be entitled to certain portion of the license fees payable by karaoke operators in the PRC based on the number of karaoke rooms operated by them.

9

LETTER FROM BARON

Pursuant to the direction of the Association, its relevant division together with China Music and Song Labs is in the progress of establishment of an operation center (the ‘‘Operation Centre’’), in which China Music and Song Labs will be responsible for establishing fee collection teams to set up network for fee collection from karaoke operators in various provinces and cities of the PRC. For this purpose, China Music and Song Labs will appoint agents for, inter alia, sourcing of licensees and arranging for fee collection and such agents will have to make deposit payments to the Operation Centre in connection with their appointment. The Operation Centre will set targets for the agents on (i) the number of karaoke rooms run by the licensees (which is the basis of calculation of the licence fees) to be sourced by them; and (ii) the amount of licence fees. If the agents are able to reach the targets, deposit payments made by them will be refunded to them in accordance with the terms of the relevant agency agreements. On the other hand, if they fail to reach the targets, the Operation Centre will deduct the appropriate amount of money from the deposit payment by the agents to make good the shortfall in accordance with the terms of the relevant agency agreements.

Reasons for and benefits of the Transaction

i. The prospects of the PRC karaoke industry

According to the information from the website of CRI (China Radio International) Online dated 31 July 2006, being one of the creditable websites for China news, which is operated by the China Radio International (one of the major broadcasters in the world), the karaoke industry in PRC had been developed rapidly since 80’s and currently there are nearly 100,000 karaoke clubs in the PRC. However, there has never been a concept to both the karaoke operators and the consumers in paying any copyright fee for use of music videos played in karaoke clubs. Since 2001, the conflicts between the owners of the copyright to audio-visual works and karaoke operators in the PRC has been intensified. These conflicts have raised a high degree of concern to the State Copyright Bureau. Therefore, the State Copyright Bureau has approved the establishment of the Association, which will be responsible for charging karaoke clubs for the use of music videos.

The following chart illustrates the yearly turnover of Shanghai’s KTV activities from year 2000 to 2004.

==> picture [362 x 215] intentionally omitted <==

Source: Shanghai Statistics Bureau

10

LETTER FROM BARON

According to the industry definitions section of Shanghai Statistics Bureau, KTV activities are classified under the category of the indoor entertainment activities in the entertainment industry which includes night clubs, disco and karaoke clubs. As shown in the above chart, the yearly turnover of KTV activities in Shanghai had been on an upward trend since 2001 and as Shanghai is one of the main cities of PRC which should act as a good indicator of the national past performance of the KTV activities. However, since only the historical data up to 2004 regarding the karaoke industry are available from the official website of Shanghai Statistics Bureau in which the figures for KTV activities include not only karaoke activities, Shareholders should note that the above analysis is based on limited historical information and there is no certainty as to whether the Group will benefit from the potential increase in the KTV activities in Shanghai and the karaoke industry in PRC in the forthcoming financial years.

ii. Benefits from the exclusivity of rights

As mentioned in the ‘‘Letter from the Board’’, PLD has entered into the Contracts with the Licensors whereby PLD acquires the exclusive rights to grant licence to karaoke operators the rights to replicate and play such audio-visual works for providing vocal accomplishment to customers and promotion of such works in karaoke operation premises in the PRC. As referred to in the Company’s announcements dated 17 May 2006 and 14 June 2006 respectively, China Music entered into the Association Agreements which are for a term of 3 years from 8 May 2006. Pursuant to the Association Agreements, the Association, China Music and Song Labs will form a syndicate in the PRC to manage and operate licensing of copyright to karaoke music products to karaoke operators in the PRC, and China Music and Song Labs will be entitled to certain portion of the license fees payable by karaoke operators in the PRC based on the number of karaoke rooms operated by them. As the Group does not own any right to karaoke music products, it entered into the Agreement with PLD (who holds the Licence Rights) to enable China Music to fulfill its obligations under the Co-operation Agreements in securing the Licence Rights being collectively managed by the Association and China Music receiving its share of the licence fees. Otherwise, China Music will not be entitled to receive any fees pursuant to the terms of the Co-operation Agreements. Based on the abovementioned factor and taking into account that the Agreement which shall potentially provide a solid future income stream to the Group and therefore will enhance the future earnings of the Group, we concur with the Directors’ (including the independent non-executive Directors) view that the Transaction is in the interests of the Company and the Shareholders as a whole.

iii. Status of the arrangement under the agency agreements

As stated in the ‘‘Letter from the Board’’, China Music and Song Labs have been approaching, and are under negotiation with, various agents to establish fee collection teams for sourcing licensees and arranging for fee collection in various provinces and cities in the PRC. As at the Latest Practicable Date, a total of 7 agency agreements have been entered into among China Music, Song Labs and the agents in Guangdong, Beijing, Hubei, Liaoning, Jiangsu, Zhejiang and Shanghai. Based on these signed agency agreements, the number of karaoke rooms run by the licencees which these agents are expected to achieve for the aforesaid provinces/cities is 71,000. Pursuant to the Co-operation Agreements and on the basis of a target of 71,000 karaoke rooms expected to be achieved by the agents, the operation fee which China Music is expected to share would amount to approximately RMB38.9 million per annum. Based on the Company’s basis and calculations pursuant to the Co-operation Agreements of deriving the above entitlement and given that the significant number of karaoke operators in the PRC, the expected licensing fees receivable will be substantial, and taking into account that this new operation is expected to broaden the income source of the Group and facilitate the Group to build up a distribution network of karaoke operators in the PRC for future expansion of the Group’s business, we concur with the Directors’ (including the independent non-executive Directors) view that the Transaction is in the interests of the Company and the Shareholders as a whole.

11

LETTER FROM BARON

The terms of the Agreement

As mentioned in the ‘‘Letter from the Board’’ and pursuant to the Agreement, the operation fee (being portion of the licence fees to be paid by the karaoke operators in the PRC) to be received by China Music pursuant to the terms of the Co-operation Agreements in respect of the Licence Rights during the period from the Completion Date up to 30 April 2009 (both dates inclusive) shall be shared by PLD and Well Allied as to (i) up to HK$95 million to PLD; and (ii) the balance to Well Allied and China Music. As guarantee for the payment of PLD’s share of the operation fees, Well Allied agrees to pay to PLD in cash (i) HK$50 million on the Completion Date; and (ii) the balance of HK$45 million 30 days after the Completion Date. According to the Directors, such an agreed non-refundable fee of HK$95 million to be paid by Well Allied to PLD was arrived at after arm’s length negotiations between parties and with reference to the estimated amount of the licence fees to be received. In assessing the fairness and reasonableness of such amount of agreed non-refundable fee, we have reviewed the actually signed agency agreements which China Music and Song Labs entered into with the agents in various provinces/cities as at the Latest Practicable Date. We found that the number of karaoke rooms which these agents are expected to achieve for these provinces/cities will be 71,000. On such basis and pursuant to the Co-operation Agreements, China Music is entitled to share an operation fee of approximately RMB38.9 million per annum. Based on the above calculations and given that the significant number of karaoke operators in the PRC, the expected licensing fees receivable will be substantial, we consider that the terms of Agreement to be fair and reasonable so far as the Shareholders are concerned.

Financial effects of the Transaction on the Group

As stated in the ‘‘Letter from the Board’’, the investment of HK$95 million under the Agreement will be financed by shareholders’ loans to be advanced by the Well Allied Shareholders. Such an investment of HK$95 million will be booked as deferred expenditure under long-term assets which will be amortised for a period of 3 years in the consolidated financial statements of the Group after completion of the Agreement. Although the actual revenue of China Music cannot be quantified at this stage and the Directors cannot identify any real income stream arising from the Agreement for the time being, we can however make estimations for the upside and downside risk of the Transaction in order to opine on the fairness and reasonableness of the terms of the Agreement.

Downside risk of the Transaction

As confirmed by the Directors, given that the Company has an effective interest of 30.6% in China Music, (being a 51% interest in Well Allied of a 60% interest in Welly Champ), the portion of the downside risk of the Transaction which the Company is entitled to bear is estimated to be approximately HK$21.4 million, after deducting HK$25 million of deposit payment to be received from the agents (being the portion of the deposit payment to be received by the Operation Centre which China Music is entitled to in case the agents cannot achieve the targets specified in the agency agreements) from the investment of HK$95 million and then multiplied by 30.6%. According to the Company’s annual report for the year ended 31 March 2006, the Group recorded a net profit of approximately HK$42.4 million, representing an approximately 82.3% increase as compared to the same period last year. Based on the Group’s strong financial performance, we are of the view that the Group is able to bear the downside risk of the Transaction.

Upside of the Transaction

As at the Latest Practicable Date, there are actually 7 signed agency agreements which China Music and Song Labs entered into with the agents in Guangdong, Beijing, Hubei, Liaoning, Jiangsu, Zhejiang

12

LETTER FROM BARON

and Shanghai. Based on these signed agency agreements, the number of karaoke rooms which these agents are expected to achieve for these provinces/cities will be 71,000. Pursuant to the Co-operation Agreements and on the basis of a target of 71,000 karaoke rooms to be committed by the agents, the operation fee which China Music is expected to share will amount to approximately RMB38.9 million per annum.

We were advised by the Directors that China Music and Song Labs have been approaching, and are under negotiation with, various agents to establish fee collection teams for sourcing licensees and arranging for fee collection in various provinces and cities in the PRC. It is an obligation of the agents under their respective agency agreements to achieve a target based on (i) the number of karaoke rooms run by the licencees (which is the basis of calculation of licence fees); and (ii) the amount of licence fees. Based on the indication from various agents during the negotiation process and assuming that there are currently about 100,000 karaoke clubs in the PRC as quoted from the website of CRI Online being mentioned above, the Directors estimate on a prudent basis that the number of karaoke rooms which the agents are expected to achieve for all the provinces and cities will not be less than 120,000. On the assumption that the agents could achieve a target of 120,000 karaoke rooms for all the provinces and cities in the PRC (if all of them could enter into the agency agreements with China Music and Song Labs), the operation fee which China Music is expected to share will amount to RMB65.7 million per annum. Based on the assumptions made with reference to the data as quoted from the website of CRI Online and the Company’s basis and calculations pursuant to the Co-operation Agreements of deriving the expected entitlement of China Music of RMB65.7 million per annum, we are of the view that such an expected amount of entitlement is justifiable.

Funding of the Transaction

As announced on 14 June 2006, to finance the capital requirement of China Music and the working capital of Well Allied and China Music, the Well Allied Shareholders agreed to advance shareholders loan in the total sum of HK$11 million to Well Allied and the Welly Champ Shareholders agreed to advance shareholders loan in the total sum of HK$5.61 million to Welly Champ pursuant to two shareholders agreements both dated 12 June 2006. It was agreed that interest at the prime lending rate quoted by Chiyu Banking Corporation Limited would be charged at the aforesaid shareholders loans advanced. On 3 August 2006, two supplemental shareholders agreements were entered into among the Well Allied Shareholders and the Welly Champ Shareholders respectively to alter the terms of the aforesaid shareholders loans to the effect that such loans would be interests free.

The funding to be injected by Well Allied for completion of the Agreement will be financed by shareholders’ loans to be advanced by the Well Allied Shareholders. Pursuant to a shareholders agreement dated 12 June 2006 (as amended on 14 July 2006 and 3 August 2006), the Well Allied Shareholders agreed to advance interest free loans in the total principal amount of HK$144 million to Well Allied in proportion to their respective shareholdings in Well Allied. Welly Champ has 51% interest in Well Allied’s issued share capital. The funding of approximately HK$44 million, being the portion of the shareholder’s loan to Welly Champ attributable to the Company, will be financed by internal resources of the Company.

According to the Company’s latest annual report, the Group had cash and cash equivalent of approximately HK$115 million as at 31 March 2006. In view of the Group’s strong financial position, we are of the view that the Group has sufficient financial resources to complete the Transaction.

13

LETTER FROM BARON

SUMMARY

Having considered the above principal factors and reasons, we draw your attention to the following key factors in arriving at our conclusions:

  • (a) the potential upward trend of the karaoke market in PRC in the forthcoming years;

  • (b) the Transaction will allow the Group to benefit from a future stream of income which in turn enhance the cash flow position of the Group; and

  • (c) there is no material adverse impact on the overall financial position of the Group.

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the opinion that the Transaction is in the interest of the Company and the Shareholders as a whole and the terms of the Agreement are fair and reasonable so far as the Shareholders are concerned.

The Company has obtained from World Possession Assets Limited the written approval of the Transaction, and has also obtained a wavier from the Stock Exchange to approve the Transaction by way of a written independent shareholders’ approval in lieu of holding a general meeting of the Company. If a general meeting of the Shareholders were to be convened, we would recommend the Shareholders to vote in favour of the resolution to approve the Agreement and the respective transaction thereunder.

Yours faithfully, For and on behalf of Baron Capital Limited Chiu Sui Keung, Thomas Managing Director

14

GENERAL INFORMATION

APPENDIX

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors jointly and severally accept responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable inquiries and that to the best of their knowledge and belief there are no other facts the omission of which would made any statement therein misleading.

DISCLOSURE OF INTERESTS

Interests of Directors

As at the Latest Practicable Date, the interests of the Directors in the share capital of the Company (other than the options mentioned below) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests which they were taken or deemed to have under such provisions of the SFO), or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or were required, pursuant to the Model Takeovers Code for Securities Transactions by Directors of Listed Companies in the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Percentage of
Name Number of Shares Nature of interest shareholding
Ma Shuk Kam 1,423,550,686 Corporate_(Note)_ 54.12
Yeung Chi Hang 1,423,550,686 Corporate_(Note)_ 54.12
Yeung Kit Yu, Kitty 1,423,550,686 Corporate_(Note)_ 54.12
Liu Yu Mo 48,000 Personal 0.002

Note: These shares are owned by World Possession Assets Limited, which is beneficially owned by Madam Ma Shuk Kam, Mr. Yeung Chi Hang (‘‘Mr. Yeung’’) (the chairman of the Company) and Ms. Yeung Kit Yu, Kitty in equal shares.

On 13 December 2005, options to subscribe for a total of 70,000,000 Shares were granted under the share option scheme of the Company to executive directors of the Company at the exercise price of HK$0.2254 per Share. The options may be exercised from the date of grant to 30 August 2012. As at the Latest Practicable Date, no option was exercised. Details of the options are as follows :

Number of shares under
Name of director outstanding options
Yeung Chi Hang 22,000,000
Ma Shuk Kam 22,000,000
Liu Yu Mo 1,000,000
Chung Siu Wah 1,000,000
Yeung Kit Yu, Kitty 22,000,000
Au Edmond Wah 1,000,000
Chik To Pan 1,000,000

15

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or any chief executive of the Company had an interest or short position in any shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which would have 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 he was taken or deemed to have under such provisions of the SFO) or which was required, pursuant to section 352 of the SFO, to be entered in the register referred to therein, or pursuant to the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules to be notified to the Company and the Stock Exchange.

Interests of other persons in the share capital of the Company

As at the Latest Practicable Date, so far as is known to the Directors, the following person (other than a Director or chief executive of the Company) had an interest in the shares and 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:

Percentage of
Name Number of Shares Nature of interest shareholding
World Possession Assets Limited 1,423,550,686 Beneficial owner 54.12

Mr. Yeung and Madam Ma Shuk Kam are directors of World Possession Assets Limited.

Save as disclosed above, as at the Latest Practicable Date, according to the register of interests required to be kept by the Company under section 336 of the SFO, there was no person who had any interest or short position in the 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.

Interests in other members of the Group

As at the Latest Practicable Date, so far as is known to the Directors, the following persons (other than a Director or chief executive of the Company) were, directly or indirectly, interested in 10% or more of the nominal value of the share capital carrying rights to vote in all circumstances at general meetings of the following subsidiaries of the Company:

  • (a) Mr. Poon Tak Yip was interested in (i) 25% of the issued share capital of Reli-a-bo Entertainment Limited (‘‘Reli-a-bo’’) and (ii) 20% of the issued share capital of Wellprecise Limited (‘‘Wellprecise’’);

  • (b) Mr. Wong Chor Ming was interested in 10% of the issued share capital of Reli-a-bo;

  • (c) Mr. Yuen Tak Yau, Daniel was interested in 40% of the issued share capital of Witty Ventures Limited;

  • (d) each of Ms. Wang Wei and Mr. Li Bin was interested in 20% of the issued share capital of Welly Champ; and

  • (e) Tak Full was interested in 49% of the issued share capital of Well Allied.

16

GENERAL INFORMATION

APPENDIX

None of the subsidiaries of the Company had any outstanding option as at the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, the Directors were not aware of any person (other than a Director or chief executive of the Company) who was interested, directly or indirectly, in 10% or more of the issued share capital of any subsidiary of the Company or any options in respect of such capital.

Interests in contract or arrangement

Waldo Hotel Limited (‘‘WHL’’), a wholly owned subsidiary of Waldorf Holding Limited (a 95% owned subsidiary of the Company), and Waldo Entertainment Limited (‘‘Waldo Entertainment’’), a service provider for the casino operated by Galaxy Casino, S.A. and located in Waldo Hotel in Macau (the ‘‘Casino’’) and a wholly owned subsidiary of Wealth Access Holdings Limited (an associate of Mr. Yeung), entered into a memorandum dated 25 August 2005 (as amended on 29 August 2005) for a term from 25 August 2005 to 31 March 2008 (the ‘‘Memorandum’’). Pursuant to the Memorandum, WHL agrees to provide services and/or facilities to the Casino and its customers (including extra staff members to support such services for Waldo Entertainment), namely, (i) serving food and beverage and provision of cleaning services in the Casino; (ii) provision of storage, ticketing and transportation services for the customers of the Casino; and (iii) provision of additional or upgrade security services at non-casino areas of Waldo Hotel. WHL further agrees to provide hotel accommodation service and food and beverage service to Waldo Entertainment.

Pursuant to the Memorandum, WHL shall:

  • (i) be reimbursed by Waldo Entertainment all costs/expenses incurred in the employment of the extra staff members for provision of the related services;

  • (ii) be reimbursed by Waldo Entertainment the cost for all sundries consumed or used by customers of the Casino;

  • (iii) charge Waldo Entertainment for providing hotel accommodation service and food and beverage service to Waldo Entertainment at prevailing prices offered by Waldo Hotel to independent regular customers and on normal commercial terms; and

  • (iv) be responsible for all capital expenses and maintenance of such equipment for provision of the related services in the Casino.

Save as disclosed above, none of the Directors has any material interests in any contract or arrangement subsisting at the date of this circular which is significant in relation to the business of the Group taken as a whole.

Interests in assets

None of the Directors or expert named in the paragraph headed ‘‘Consent’’ in this appendix has any direct or indirect interest in any assets acquired or disposed of by or leased to any member of the Group or is proposed to be acquired or disposed of by or leased to any member of the Group since 31 March 2006, being the date to which the latest published audited accounts of the Company were made up.

17

GENERAL INFORMATION

APPENDIX

Competing business

Great China Limited, an associate of Mr. Yeung, owns and operates Grand Waldo Hotel at Cotai, Macau. Such hotel commenced operation in 7 June 2006 and may compete with the hotel operations of the Group in Macau.

Save as disclosed above, none of the Directors has any interest in any business which competes, may complete or is likely to complete, either directly or indirectly, with the Group’s business.

SERVICE CONTRACT

None of the Directors has any existing or proposed service contract with any member of the Group (excluding contract expiring or determinable within one year without payment of compensation (other than statutory compensation)).

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 is known to the Directors to be pending or threatened against the Company or any of its subsidiaries.

MATERIAL CHANGE

The Directors are not aware of any material adverse changes in the financial or trading position or prospects of the Group since 31 March 2006, being the date to which the latest audited consolidated financial statements of the Group were made up.

EXPERT

The qualifications of the expert who has given opinions in this circular is as follows:

Name Qualification Baron a licensed corporation to carry on type 1 and type 6 activities under the SFO

Baron has no shareholding in any company in the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any company in the Group.

CONSENT

Baron has given and has not withdrawn its written consent to the issue of this circular with copies of its letter and the references to its names included herein in the form and context in which they are respectively included.

GENERAL

  • (a) The secretary of the Company is Cheung Mei Ha, Jennifer. She is a solicitor practising in Hong Kong.

18

GENERAL INFORMATION

APPENDIX

  • (b) The qualified accountant of the Company is Liu Yu Mo. He is a certified practising accountant (Aust.) and a fellow member of the Hong Kong Institute of Certified Public Accountants.

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

  • (d) The Hong Kong share registrar of the Company is Secretaries Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong.

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the offices of Jennifer Cheung & Co. at Unit A, 19th Floor, Two Chinachem Plaza, 68 Connaught Road Central, Hong Kong during normal business hours up to and including 25 August 2006:

  • (a) the Agreement;

  • (b) the letter from Baron; and

  • (c) the written consent referred to in the paragraph headed ‘‘Consent’’ in this appendix.

19

More from Weiye Holdings Limited

Regulatory Filings 2026
May 27
Regulatory Filings 2026
May 26
Regulatory Filings 2026
May 26
Regulatory Filings 2026
May 6
Regulatory Filings 2026
Apr 29
Report Publication Announcement 2026
Apr 29
Report Publication Announcement 2026
Apr 29
Report Publication Announcement 2026
Apr 29
Proxy Solicitation & Information Statement 2026
Apr 29
AGM Information 2026
Apr 29
View all filings →