Weiye Holdings Limited — Proxy Solicitation & Information Statement 2008

Nov 12, 2008

IMPORTANT THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in United Power Investment Limited you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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UNITED POWER INVESTMENT LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 674)

DISPOSAL OF ASSETS MAJOR AND CONNECTED TRANSACTION

Independent Financial Adviser to the Independent Board Committee and the Shareholders

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13th November, 2008

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Letter from Ample Capital. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I — Financial information of the Group. . . . . . . . . . . . . . . . . . . . . . .	18
Appendix II — General information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

— i —

DEFINITIONS

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

“Agreement”	an agreement dated 30th September, 2008 between
	the Vendor and the Purchaser relating to the sale and
	purchase of the Sale Shares and assignment of the Loan
“Ample Capital”	Ample Capital Limited, a licensed corporation to
	carry out type 4 (advising on securities), type 6
	(advising on corporate finance) and type 9 (asset
	management) regulated activities under the SFO, being
	the independent financial adviser to the Independent
	Board Committee and the Shareholders in relation to
	the Agreement
“Board”	board of Directors
“Company”	United Power Investment Limited, a company
	incorporated in Bermuda with limited liability and the
	shares of which are listed on the Stock Exchange
“Directors”	directors of the Company
“Group”	the Company and its subsidiaries
“HMS”	H MS Watches Company Li mited, a company
	incorporated in Macau with limited liability
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Independent Board Committee”	an independent committee of the Board comprising
	Messrs. Chan Lai Mei, Lee Wai Loun and Lee Yuk
	Sang, Angus, formed for the purpose of advising the
	Shareholders regarding the Agreement
“Latest Practicable Date”	7th November, 2008, being the practicable date prior
	to printing of this circular for ascertaining certain
	information for inclusion in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange

— ii —

DEFINITIONS

“Loan”	loans of HK$5,941,241.10 advanced by the Vendor to
	Witty Ventures
“Macau”	the Macau Special Administrative Region of the PRC
“Madam Ma”	Madam Ma Shuk Kam, the non-executive Chairperson
	of the Company
“Mr. Yeung”	Mr. Yeung Chi Hang, an executive Director and the
	Chief Executive Officer of the Company
“Ms. Yeung”	Ms. Yeung Kit Yu, Kitty
“PRC”	People’s Republic of China
“Purchaser”	Mr. Yuen Tak Yau, Daniel, a director and substantial
	shareholder of both Witty Ventures and HMS
“Sale Shares”	51 shares of HK$1 each of Witty Ventures and
	MOP$51,000 in the registered capital of HMS to be
	acquired by the Purchaser from the Vendor pursuant to
	the Agreement
“SFO”	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Shareholder(s)”	holder(s) of Share(s)
“Share(s)”	share(s) of HK$0.05 each in the share capital of the
	Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Vendor”	Winkler Profits Limited, a company incorporated in
	the British Virgin Islands with limited liability and a
	wholly owned subsidiary of the Company
“Witty Ventures”	Witty Ventures Limited, a company incorporated in
	Hong Kong with limited liability
“WV Group”	Witty Ventures and HMS

— iii —

DEFINITIONS

“World Possession” World Possession Assets Limited, a company incorporated in the British Virgin Islands with limited liability “HK$” and “cent(s)” Hong Kong dollar(s) and cent(s) respectively “MOP$” Pataca, the lawful currency of Macau

— iv —

LETTER FROM THE BOARD

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UNITED POWER INVESTMENT LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 674)

Directors:

Ma Shuk Kam (Non-executive Chairperson) Yeung Chi Hang (Chief Executive Officer) Liu Yu Mo Au Edmond Wah Chan Lai Mei Lee Wai Loun Lee Yuk Sang, Angus*

Principal Office:

2810-11, 28th Floor Shun Tak Centre West Tower 200 Connaught Road Centre Hong Kong

• Independent non-executive Directors

13th November, 2008

To the Shareholders

Dear Sir or Madam,

DISPOSAL OF ASSETS MAJOR AND CONNECTED TRANSACTION

INTRODUCTION

It was announced on 30th September, 2008 that Winkler Profits Limited, a wholly owned subsidiary of the Company, entered into an agreement with the Purchaser on 30th September, 2008 for the disposal of 51% of the issued share capital of, and the benefit of loans of HK$5,941,241.10 advanced to, Witty Ventures Limited, and 51% of the registered capital of HMS Watches Company Limited for an aggregate cash consideration of HK$9,870,982.14.

For the Company, the Agreement is a major and connected transaction under the Listing Rules which requires the approval of shareholders of the Company in general meeting pursuant to Rule 14A.63 of the Listing Rules. The Stock Exchange has granted a waiver of the requirement of holding a general meeting and accepted the written independent shareholders’ approval of World Possession and Mr. Yeung pursuant to Rule 14A.43 of the Listing Rules.

— 1 —

LETTER FROM THE BOARD

An independent board committee comprising Messrs. Chan Lai Mei, Lee Wai Loun and Lee Yuk Sang, Angus (all being independent non-executive Directors) has been formed to advise the Shareholders in respect of the Agreement. The Company has appointed Ample Capital as the independent financial adviser to advise the Independent Board Committee and the Shareholders in this respect.

The purpose of this circular is to give you further details of the Agreement and set out the recommendation of the Independent Board Committee and the advice of Ample Capital.

THE AGREEMENT DATED 30TH SEPTEMBER, 2008

Parties:

Vendor: Winkler Profits Limited, a wholly owned subsidiary of the Company

Purchaser: Yuen Tak Yau Daniel

The Agreement was signed on 30th September, 2008 after trading hours.

Assets disposed:

51 shares of HK$1 each (representing 51% of the issued share capital) of, and the benefit of loans of HK$5,941,241.10 advanced to, Witty Ventures; and MOP$51,000 (representing 51%) in the registered capital of HMS. The Loan carries interest at the rate equal to the prime lending rate quoted by Chiyu Banking Corporation Limited from time to time.

Witty Ventures is a company incorporated in Hong Kong on 3rd May, 2005. HMS is a company incorporated in Macau on 16th March, 2006. They are principally engaged in retail trading of watches in Hong Kong and Macau respectively. The Purchaser is a director of both Witty Ventures and HMS and has 40% interest in such companies.

For the two years ended 31st March, 2008, the net profits before taxation of Witty Ventures were HK$507,904 and HK$2,746,172 respectively, while its net profits after taxation were HK$333,139 and HK$2,085,403 respectively. For the year ended 31st March, 2007, the net profits before and after taxation of HMS were both HK$106,827. For the year ended 31st March, 2008, its net loss before and after taxation were HK$898,372 and HK$901,787 respectively. The WV Group had no extraordinary item for these two years.

The assets to be sold had a book value of about HK$8,170,982.14 as at 31st July, 2008.

After the disposal, the Company will not have any interest in the WV Group and the WV Group will cease to be subsidiaries of the Company.

— 2 —

LETTER FROM THE BOARD

Consideration:

HK$9,870,982.14 in cash

The consideration was arrived at after arm’s length negotiations and with reference to the net asset value of the WV Group and the amount of the loan to be assigned.

The Directors (including the independent non-executive Directors) consider that the terms of Agreement are on normal commercial terms and are fair and reasonable and in the interest of the shareholders as a whole.

There is a gain of about HK$1,700,000 arising on the disposal.

Completion:

The Agreement was completed on 10th November, 2008.

Payment terms:

The purchase price was paid in cash on completion.

Use of proceeds:

The proceeds of the disposal will be used as additional working capital.

REASONS FOR THE TRANSACTION

The Company considers that this disposal will allow it to concentrate on its other business activities mentioned in the section headed “Information on the Group” below.

CONNECTION BETWEEN THE PARTIES

The Purchaser is a director and substantial shareholder of each of Witty Ventures and HMS, both 51% owned subsidiaries of the Company.

INFORMATION ON THE GROUP

The Group is principally engaged in hotel and restaurant operations, property investment, provision of wedding services, entertainment business and collection of fees for licensing of karaoke music products in the PRC. After the disposal, the Group will not have any watch retail trading business.

— 3 —

LETTER FROM THE BOARD

For the Company, the disposal is a major and connected transaction under the Listing Rules which requires the approval of the independent Shareholders pursuant to Rule 14A.48 of the Listing Rules as the percentage ratio in respect of revenue test is more than 25%. The Group does not have any transaction with the Purchaser which is required to be aggregated with the disposal under Rule 14A.25 of the Listing Rules. The Stock Exchange has granted a waiver of the requirement of the independent Shareholders’ approval to the Agreement be given by a majority vote at a general meeting of the shareholders of the Company and accepted a written independent Shareholders’ approval pursuant to Rule 14A.43 of the Listing Rules as (i) no Shareholder has a material interest in the agreement and is required to abstain from voting if the Company were to convene a general meeting for the approval of the Agreement; and (ii) the Company has obtained a written independent Shareholders’ approval dated 30th September, 2008 of World Possession and Mr. Yeung (who are closely allied Shareholders and together hold 2,144,660,478 Shares, representing about 63.11% of the issued share capital of the Company giving the right to attend and vote at the general meeting of the Company to approve the Agreement). World Possession, which holds 1,423,550,686 Shares (representing about 41.89% of the issued share capital of the Company), is owned by Madam Ma (the mother of Mr. Yeung), Ms. Yeung (the sister of Mr. Yeung) and Mr. Yeung in equal shares. Mr. Yeung also personally holds 721,109,792 Shares (representing about 21.22% of the issued share capital of the Company).

FINANCIAL EFFECT ON THE GROUP

For the year ended 31st March, 2008, 51% of the profit after taxation of the WV Group attributable to the Group amounted to about HK$603,644, representing about 1.89% of the profit attributable to shareholders of the Company for that year. The net asset value of the Group will be increased by about HK$1.7 million as a result of the disposal, representing about 0.18% of the consolidated net assets of the Group as at 31st March, 2008. The WV Group had total liabilities of about HK$989,045 (other than amounts due to its shareholders) as at 31st March, 2008 representing less than 0.001% of the total liabilities of the Group as at that date.

It is expected that completion of the Agreement will not have any material effect on the earning, assets or liabilities of the Group.

FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Directors expect the business of the Group will be adversely affected by the current global financial crisis as the economic environments in Hong Kong and the PRC are anticipated to worsen. The hotel operations, provision of wedding services, property investment and restaurant operations of the Group are stable so far but business is expected to slow down as a result of growing pessimism in consumer sentiment. The business of collection of fees for licensing of karaoke music products in the PRC and entertainment business are gradually yielding income to the Group.

— 4 —

LETTER FROM THE BOARD

Given its strong asset position, the Directors consider the Group will be able to weather through the economic downturn in the current financial year. On the other hand, the management will cautiously seek suitable investment opportunities to develop the business of the Group.

GENERAL INFORMATION

Your attention is drawn to letters from the Independent Board Committee and Ample Capital respectively as contained in this circular and the additional information set out in the appendices to this circular.

Yours faithfully, Liu Yu Mo Executive Director

— 5 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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UNITED POWER INVESTMENT LIMITED (Incorporated in Bermuda with limited liability) (Stock Code: 674)

13th November, 2008

To the Shareholders

Dear Sir or Madam,

DISPOSAL OF ASSETS MAJOR AND CONNECTED TRANSACTION

We refer to the documents dated 13th November, 2008 issued by the Company (the “Circular”), of which this letter forms part. Terms defined in the Circular shall bear the same meanings when used herein unless the context requires otherwise.

We have been appointed to constitute the Independent Board Committee to consider the Agreement and Ample Capital has been appointed as the financial adviser to advise us in this respect.

Your attention is drawn to the letter from the Board and the letter from Ample Capital containing its advice to us as set out in the Circular respectively.

Taking into account the advice from Ample Capital, we consider that the terms of the Agreement are fair and reasonable so far as the Shareholders are concerned and the Agreement is in the interests of the Company and the Shareholders as a whole.

Yours faithfully,

Chan Lai Mei Lee Wai Loun Lee Yuk Sang, Angus

Independent Board Committee

— 6 —

LETTER FROM AMPLE CAPITAL

The following is the text of the letter of advice from Ample Capital to the Independent Board Committee and the Shareholders for inclusion in this circular.

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Unit A, 14th Floor Two Chinachem Plaza 135 Des Voeux Road Central Hong Kong

13th November, 2008

To the Independent Board Committee and the Shareholders of United Power Investment Limited

Dear Sirs and Madams,

DISPOSAL OF ASSETS MAJOR AND CONNECTED TRANSACTION

INTRODUCTION

Ample Capital Limited has been appointed by the Company to act as the independent financial adviser to advise the Independent Board Committee and the Shareholders, pursuant to the requirements of the Listing Rules, in respect of the terms of the Agreement, details of which are set out in the circular issued by the Company (the “Circular”) to the Shareholders dated 13th November, 2008.

This letter sets out our advice in respect of the terms of the Agreement for inclusion in the Circular. Unless otherwise defined or the context otherwise requires, all terms defined in the Circular shall have the same meaning when used in this letter.

On 30th September, 2008, Winkler Profits Limited, a wholly owned subsidiary of the Company, entered into an agreement with the Purchaser for the disposal of 51% of the issued share capital of, and the benefit of loans of HK$5,941,241.10 advanced to, Witty Ventures, and 51% of the registered capital of HMS (the “Disposal”) for an aggregate cash consideration of HK$9,870,982.14.

— 7 —

LETTER FROM AMPLE CAPITAL

The Purchaser is a director and substantial shareholder of each of Witty Ventures and HMS, both 51% owned subsidiaries of the Company and hence, a connected person of the Company within the meaning of the Listing Rules. As the percentage ratio in respect of revenue test is more than 25%, the Disposal contemplated under the Agreement is a connected transaction under the Listing Rules which requires the approval of the independent Shareholders pursuant to Rule14A.48 of the Listing Rules. The Group does not have any transaction with the Purchaser which is required to be aggregated with the Disposal under Rule14A.25 of the Listing Rules.

The Company has applied for and the Stock Exchange has granted a waiver from strict compliance with the requirement to convene a general meeting to approve the Agreement and accepted a written independent Shareholders’ approval pursuant to Rule 14A.43 of the Listing Rules as (i) no Shareholder has a material interest in the agreement and is required to abstain from voting if the Company were to convene a general meeting for the approval of the Agreement; and (ii) the Company has obtained a written independent Shareholders’ approval dated 30th September, 2008 of World Possession and Mr. Yeung (who are closely allied Shareholders and together hold 2,144,660,478 Shares, representing about 63.11% of the issued share capital of the Company giving the right to attend and vote at the general meeting of the Company to approve the Agreement).

The Disposal is also a major transaction under the Listing Rules.

It is further noted that the Agreement was completed on 10th November, 2008.

The Independent Board Committee comprising three independent non-executive Directors, namely Madam Chan Lai Mei, Messrs. Lee Wai Loun and Lee Yuk Sang, Angus has been established to advise the Shareholders in respect of the Agreement.

BASIS OF ADVICE

In formulating our opinions and recommendations, we have relied on the information supplied to us by the Company and the opinions expressed by, and the representations of, the Directors and the management of the Company, including those set out in the Circular. We have assumed that all the information and representations so supplied by the Directors and/or the management of the Company and all information, opinions and representations referred to or contained in the Circular, for which the Directors and the Company are solely and wholly responsible, were true, accurate, complete and not misleading at the time they were supplied, expressed or made, and remained so up to the date of the Circular. No representation or warranty, expressed or implied, is made by us on the accuracy, truth or completeness of such information, opinions and/or representations. We have no reason to doubt the truth, accuracy and completeness of the information and presentation provided to us by the Directors.

— 8 —

LETTER FROM AMPLE CAPITAL

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, nor are we aware of any fact or circumstance which would render the information provided and representations made to us untrue, inaccurate or misleading. We consider that we have performed all the necessary steps to enable us to reach an informed view and to justify our reliance on the information provided so as to provide a reasonable basis for our opinion. The Directors have confirmed that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading.

While we have taken reasonable steps to satisfy the requirements under the Listing Rules, we have not carried out any independent verification of the information, opinions or representations given or made by or on behalf of the Company, nor have we conducted an independent investigation into the business affairs or assets and liabilities of the Group or any of the other parties involved in the Disposal.

In the event of inconsistency, the English text of this letter shall prevail over the Chinese translation of this letter.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the terms of the Agreement, we have taken into consideration the following principal factors and reasons:

A. Background Information

1. Business Information

The Group

According to the annual report 2008 of the Company, the Group is principally organized into seven operating divisions namely, (i) restaurant operations; (ii) property investment; (iii) wedding services; (iv) entertainment business; (v) retail operations: (vi) licence fee collection business; and (vii) hotel operations. The principal activities of the retail operations of the Group are the retail sales of watches. Upon completion of the Disposal, the Group will discontinue its operations in retail sales of watches.

— 9 —

LETTER FROM AMPLE CAPITAL

Witty Ventures

Witty Ventures is a private company incorporated in Hong Kong on 3rd May, 2005. The Company has 51% equity interest in Witty Ventures through a whollyowned subsidiary, Winkler Profits Limited. As advised by management of the Company, we notice that the principal activities of Witty Ventures are the retail sales of luxurious brandname watches including second-hand watches through its two Hong Kong retail outlets located at a shop in Causeway Bay and at a hotel in Tsim Sha Tsui respectively. Their customers are mainly collectors, walk-in customers and tourists.

HMS

HMS is a company incorporated in Macau on 16th March, 2006 with capital of MOP$100,000 and was owned as to 51% by Witty Ventures until the transfer of its entire interests in HMS to Wrinkle Profits Limited during the year ended 31st March, 2008. As advised by management of the Company, we notice that the principal activities of HMS are the retail sales of luxurious brandname watches including second-hand watches through its sole retail outlet located at a hotel in Macau.

2. Financial Information

Based on information provided by the Company, we have summarized below for ease of reference information on the financial results of the Group, Witty Ventures and HMS for the each of the two financial years ended 31st March, 2008:

	The Group	The Group			WV	Group
				Witty Ventures		HMS
	Year ended 31st March,		Year ended 31st March,			Year ended 31st March,
	2007	2008		2007	2008	2007	2008
	HK$’000	HK$’000	HK$’000		HK$’000	HK$’000	HK$’000
Revenue	202,150	276,016		50,849	110,780	9,956	1,715
Profit/(Loss)
before taxation	(38,800)	38,991		508	2,746	107	(898)
Profit/(Loss) for
the year	50,781 #	32,953		333	2,085	107	(902)
Net Assets
(Liabilities) as
at 31.07.08					5,271		(899)

# Profit from discontinued operations of HK$88.5 million had been included.

— 10 —

LETTER FROM AMPLE CAPITAL

For the year ended 31st March, 2007, the Group reported a revenue of approximately HK$202.2 million with profit for the year of approximately HK$50.8 million. Although the WV Group contributed approximately HK$60.8 million to the Group’s revenue, representing approximately 30% of the Group’s revenue, it is observed that, for illustrative purpose, the profit of the year for the WV Group of approximately HK$0.4 million only represented approximately 0.9% of the Group’s profit for the year.

For the year ended 31st March, 2008, the Group reported a revenue of approximately HK$276.0 million with profit for the year of approximately HK33.0 million. Although the WV Group contributed approximately HK$112.5 million to the Group’s revenue, representing approximately 40.8% of the Group’s revenue, it is observed that, for illustrative purpose, the profit of the year of the WV Group of approximately HK$1.2 million only represented approximately 3.6% of the Group’s profit for the year.

B. Reasons For The Disposal

It is stated in the letter from the Board contained in the Circular that the Company considers that the Disposal will allow it to concentrate on its other business activities mentioned in the section headed “Information on the Group” of the same letter.

We observed that the Group is engaged in a diversified portfolio of business details of which are set out in subsection A1 headed “Business Information” of this letter, but the Group does not seem to have a well defined business focus. In view of the different nature of those businesses, it does not appear to have created much synergy with one another. Such mixed business portfolio may also present difficulties for analysts and investors to classify the Group under any particular industrial sector and may therefore affect the share performance or fund-raising capability of the Company in the stock market. Hence, we believe that the Disposal is an appropriate step to streamline and consolidate the Group’s business activities and are in the interest of the Company and the Shareholders as a whole.

Based on discussions with management of the Company, we also note that the Directors envisaged a gloomy outlook on the retail market for luxurious watches in both Hong Kong and Macau and they have taken this into consideration when making the decision on the Disposal.

Given the sub-prime mortgage crisis in the United States of America and the subsequent credit crunch leading to economic turmoil in other parts of the world including Hong Kong, we believe that the current stock market downturn together with the less promising outlook for the property market has already dampened consumers’ willingness to spend and has an adverse impact on consumer sentiment. It is expected

— 11 —

LETTER FROM AMPLE CAPITAL

that markets for luxurious goods such as brandname watches would be most affected. In order to support our belief, we would look into the changes in the recent retail sales figures of Hong Kong which are supposed to be the best indicative reflection of latest consumer sentiment.

According to the figures released by the Census and Statistics Department of Hong Kong on 3rd November, 2008, it is noted that the provisional total retail sales value in respect of goods sold by local establishments for September 2008 was HK$20.9 billion, a decrease of approximately 7.9% as compared with HK$22.7 billion for August 2008. Furthermore, it is observed that the value of retail sales of jewellery, watches and clocks, and valuable gifts was on a downward trend since June 2008 as illustrated by the figures set out in the following table:

		2008
	June	July	August	September
	HK$M	HK$M	HK$M	HK$M
Value of retail sales of jewellery,
watches and clocks, and
valuable gifts	3,838	3,791	3,524	3,213*

Source: Census and Statistics Department of Hong Kong

* provisional figure only

It could be seen that the value of sales of jewellery, watches and clocks, and valuable gifts dropped approximately 1.2% from HK$3,838 million for June 2008 to HK$3,791 million for July 2008. Such downward trend is further shown by the decrease of the August 2008 figure to HK$3,524 million, representing a decrease of approximately 7.0% as compared with the July 2008 figure. The poor prevailing consumer sentiments is reflected by the further drop of the provisional figure for September 2008 to HK$3,213 million, a decrease of approximately 8.8% as compared with that for August 2008.

Turning to the economic growth prospect of Hong Kong, we notice that the economist of Hong Kong Government stated in the Half-yearly Economic Report 2008 released in August 2008 by the Hong Kong Government that the real gross domestic product forecast for the year of 2008 as a whole was kept unchanged at 4 to 5%. However, we understand from the same report that the Hong Kong economic growth moderated significantly to 4.2% in the second quarter of 2008 as compared with 7.2% in the first quarter of 2008. Following the release of the significantly decreased figure for second quarter of 2008, a few private sector analysts have revised downward their economic forecast. Notably, the Center for Economic Development of Hong Kong University of Science and Technology has forecasted a 0.45% growth in the first quarter of 2009.

— 12 —

LETTER FROM AMPLE CAPITAL

For the Macau market, it seems that the global financial tsunami did not have any profound effect on its economy, at least up to the second quarter of 2008. Based on data released by the Statistics and Census Bureau of Macau, we observed that the value of retail sales in the second quarter of 2008 increased slightly by 1.1% to MOP$4.6 billion from MOP$4.55 billion in the first quarter of 2008 whereas the number of visitors decreased by approximately 1.2% to 7.4 million in the second quarter of 2008 from 7.5 million in the previous quarter. Nevertheless, we trust that the adverse impact of the new visa restrictions on PRC visitors implemented in August/September 2008 may only be reflected in the figures for the third or even fourth quarter of 2008.

In view of the above, we concur with the Directors that the prospect of luxurious watch retail market is not promising for both Hong Kong and Macau.

C. Consideration

The Company has stated in the Circular that the consideration was determined by the Directors after arm’s length negotiations with the Purchaser.

In assessing the fairness and reasonableness of the consideration, we tried to breakdown the consideration into three separate figures for (i) transfer of the benefits of the Loan; (ii) acquisition of 51% equity interest in Witty Ventures; and (iii) 51% interest in HMS respectively. But after reviewing the Agreement and conducting discussions with management of the Company, we find out that there is no specific figure being allocated for the acquisition of each of the abovementioned assets. Hence, we have based our analysis assuming HK$5,941,241.10 is for the transfer of the benefits of the Loan whereas the balance of HK$3,929,741.04 is for the acquisition of the Sale Shares. Financial figures of Witty Ventures and HMS would be combined and referred to as a whole under the WV Group in our analysis.

We understand that the amount of HK$5,941,241.10 for the transfer of the benefits of the Loan is arrived at on a dollar-to-dollar basis which is fair and reasonable.

— 13 —

LETTER FROM AMPLE CAPITAL

For the purpose of an assessment of the consideration for the Sale Shares, we have reviewed and compared the market statistics of listed companies in Hong Kong which are principally engaged in retail sales of luxurious watches. Whilst we are aware that the new and second-hand luxurious watch retail market may not be exactly the same, we are of the view that such comparison provides a reasonable basis for evaluation as there are no publicly available financial data for second-hand luxurious watch retail market and such method is the most appropriate comparison. Details of our findings are summarised in the table below:

		Price/	Price/
Company Name		Earnings	Book
(Stock Code)	Year-end Date	Ratio	Ratio
		(Note 1)	(Note 2)
Asia Commercial Holdings Limited	31.03.2008	4.40	0.92
(104)
Oriental Watch Holdings Limited	31.03.2008	4.26	0.60
(398)
Sincere Watch (Hong Kong) Limited	31.03.2008	4.52	0.69
(444)
Emperor Watch & Jewellery Limited	31.12.2007	1.15	2.28
(887)**
Xinyu Hengdeli Holdings Limited	31.12.2007	8.43	1.97
(3389)

Source: The website of the Stock Exchange (www.hkex.com.hk)

• ** The company was listed on the Stock Exchange on 21.07.2008 and 4,500,000,000 shares are used in the computation of net asset value per share.

Notes:

1. Based on the closing prices of the respective shares on 30th September, 2008, being the date of the Agreement, and audited earnings per share as indicated in the latest published annual reports of the respective listed companies.

2. Based on the closing price of the respective shares on 30th September, 2008, being the date of the Agreement, and the net asset value divided by the number of shares in issue as indicated in the latest published annual reports of the respective listed companies (other than **).

— 14 —

LETTER FROM AMPLE CAPITAL

From the above table, we note that the price/earnings ratios (“PE Ratio(s)”) range from approximately 1.15 to 8.43 times, with an average of approximately 4.55 times. The PE Ratio represented by the consideration for the disposal of the Sale Shares of approximately 6.51 times falls within the range and is above the average PE Ratio of the five listed companies. In fact, it is just below the highest PE Ratio and is above the PE Ratios of all the remaining listed companies. In the course of the compilation of the data for the above table, we observed that apart from Oriental Watch Holdings Limited (“Oriental”), the other listed companies may either be involved in sales of other valuable goods such as jewellery or have a substantial portion of their sales to the PRC market. Anyway, the PE Ratio attributable to the disposal of the Sale Shares is still higher than 4.26 for Oriental even if this is the only comparable to be used.

Based on the aforesaid analysis, we are of the opinion that the consideration for the Sale Shares is fair and reasonable in terms of PE Ratio.

Turning to the price to book ratios (“PB Ratio(s)”), we notice that they range from 0.60 time to 2.28 times, with an average of approximately 1.29 times. The PB Ratio represented by the consideration for the disposal of the Sale Shares of 1.76 times falls within the range of the comparable companies and is above the average PB Ratios. Similar with the analysis of PE Ratios above and using Oriental as the only comparable, the PB Ratio represented by the consideration for the disposal of the Sale shares is still higher than 0.6 time for Oriental.

In light of the above analysis, we are of the opinion that the consideration for the disposal of the Sale Shares is fair and reasonable in terms of PB Ratio.

As the shares of the WV Group are not listed on any stock exchange and lack a ready market for the sale of its shares, we are expecting some discount on the PE Ratio and PB Ratio as compared to those of listed companies. The figures for the WV Group are actually above average of those for the five comparable listed companies.

Based on our discussions with the management of the Company, we are satisfied that the transaction has been negotiated on an arm’s length basis. To summarise and based on our analysis of and comparison above, we are of the view that the consideration for the Disposal is fair and reasonable so far as the Shareholders are concerned and the terms of the Agreement are on normal commercial terms.

D. Financial Effects

It is stated in the letter from the Board contained in the Circular that it is expected that completion of the Agreement will not have any material effect on the earnings, assets or liabilities of the Group.

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LETTER FROM AMPLE CAPITAL

After the Disposal, the Company will not have any interest in the WV Group and the WV Group will cease to be subsidiaries of the Company.

1. Earnings

For illustrative purpose and as set out in subsection A2 headed “Financial Information” above, the WV Group’s profit for the year only represented approximately 0.9% and 3.6% of the Group’s profit for the year for the two years ended 31st March, 2008. Hence, the Disposal would have minimal effect on the earnings of the Group.

2. Cashflow

Upon completion of the Disposal, the Group had received a sum of HK$9,870,982.14 (before expenses) in cash and thus improving the liquidity of the Group.

3. Net Asset Value

It is stated in the letter from the Board contained in the Circular that there is a gain of about HK$1.7 million over book value arising on the disposal. As advised by the Company and based on the management accounts for the period ended 31st July, 2008 of the WV Group and the consideration for the Sale Shares, we notice that the gain is primarily due to the fact that the consideration of HK$3.93 million for the Sale Shares represents a premium over the Group’s 51% share of the unaudited net assets of the WV Group of approximately HK$4.37 million. This would increase the net asset value of the Group by approximately HK$1.7 million.

In view of the above analysis, we concur with the Directors that the Disposal would not have any material effect on the Group.

ADVICE

To summarise, in arriving at our advice, we have taken into consideration all the reasons and factors discussed above, in particular the following:

• The reason for the Disposal is to streamline and concentrate on the Group’s business.

• The prospect of the watch retail business is not promising in view of the adverse effect of the recent economic turmoil on consumer sentiment.

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LETTER FROM AMPLE CAPITAL

• The consideration for the Disposal is fair and reasonable as discussed under section C headed “Consideration” of this letter.

• The Disposal is expected to result in a gain of approximately HK$1.7 million.

Given the disposal of subsidiaries does not fall within the principal activities of the Group as mentioned in subsection A1 of this letter, we are of the opinion that the Disposal is not in the ordinary and usual course of business of the Company.

Having considered the above principal factors and reasons, we are of the opinion that the terms of the Agreement are on normal commercial terms, fair and reasonable so far as the Shareholders are concerned and in the interests of the Company and its Shareholders as a whole. Accordingly, should a general meeting of the Shareholders be held for the purpose of considering and, if thought fit, approving the Agreement, we would advise the Shareholders, and also the Independent Board Committee to recommend to the Shareholders, to vote in favour of the ordinary resolution to approve the Agreement and the Disposal contemplated thereunder.

Yours faithfully, For and on behalf of Ample Capital Limited Fiona M.Y. Lau Senior Vice President

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. INDEBTEDNESS

As at the close of business on 30th September, 2008, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the Group had HK$117,802,892 due to minority shareholders (which were contributed as shareholders’ loans pro rata to their shareholdings in the relevant subsidiaries of the Company).

Save as aforesaid and apart from intra-group liabilities, none of the companies in the Group had outstanding at the close of business on 30th September, 2008 any mortgages, charges or debentures, loan capital, bank overdrafts, loans, debt securities or other similar indebtedness or any finance lease commitments, liabilities under acceptances or acceptances credits or any guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors are of the opinion that the Group has sufficient working capital for its present requirements for at least 12 months from the date of this circular after taking into account its internal resources, available banking facilities and loans from its minority shareholders provided pro rata to their shareholdings in the relevant subsidiaries of the Company.

3. MATERIAL CHANGE

Save as disclosed in the section headed “Financial and trading prospects of the Group” in the letter from the Board, the Directors are not aware of any material change in the financial or trading position or prospects of the Group since 31st March, 2008, being the date to which the Company’s latest published audited accounts were made up.

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GENERAL INFORMATION

APPENDIX II

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 collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein 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 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 Code for Securities Transactions by Directors of Listed Issuers 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	1,445,550,686	(Note 1)	42.54
Yeung Chi Hang	2,144,660,478	(Note 2)	63.11
Liu Yu Mo	1,048,000	Personal	0.03
Au Edmond Wah	1,000,000	Personal_(Note 3)_	0.03

Notes:

1. 1,423,550,686 Shares are owned by World Possession, which is beneficially owned by Madam Ma, Mr. Yeung and Ms. Yeung in equal shares, and 22,000,000 Shares are owned by Madam Ma personally.

2. 1,423,550,686 Shares are owned by World Possession, which is beneficially owned by Madam Ma, Mr. Yeung and Ms. Yeung in equal shares, and 721,109,792 Shares are owned by Mr. Yeung personally.

3. This relates to the options granted to Mr. Au Edmond Wah to subscribe for 1,000,000 Shares at the exercise price of HK$0.2254 per Share from 13th December 2005 to 30th August 2012.

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GENERAL INFORMATION

APPENDIX II

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 Issuers 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 persons (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	1,423,550,686	Beneficial owner	41.89

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.

Madam Ma and Mr. Yeung are directors of World Possession.

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 through Nation Group Limited;

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

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GENERAL INFORMATION

APPENDIX II

• (c) The Purchaser was interested in 40% of the issued share capital of Witty Ventures and HMS respectively;

• (d) each of Long Sincere International Limited and Rise Jumbo Limited was interested in 12.04% of the issued share capital of Welly Champ International Limited;

• (e) Tak Full Group Limited was interested in 36.64% of the issued share capital of Well Allied Investments Limited (“Well Allied”);

• (f) Impeccable Group Limited was interested in 49% of the issued share capital of Le Caveau Limited;

• (g) Smooth Luck Investments Limited was interested in 40% of the issued share capital of Genius Star International Limited;

• (h) Mr. Ng Lok Shing Ronald was interested in 49% of the issued share capital of Baron Productions and Artiste Management Company Limited and Solid Sound Productions Limited;

• (i) Media Business Services Limited was interested in 49% of the issued share capital of Wise Reach Investments Limited;

• (j) Mr. Chan Siu Kei and Ms. Wong Oi Kwan Jenny Natalie were interested in 30% and 10% of the issued share capital of Chance Music Limited respectively; and

• (k) 北京金英馬影視文化有限責任公司 (English transliteration: Beijing Jiangyingma Movie and Television Culture Company Limited) was interested in 40% of the issued share capital of 北京金英馬國際文化交流有限公司 (English transliteration: Beijing Jiangyingma International Culture Exchange Company Limited).

Interests of expert in the Group

Ample Capital does not have any 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.

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GENERAL INFORMATION

APPENDIX II

Interests in assets, contracts or arrangements

Since 31st March, 2008, the date of the latest published audited financial statements of the Group, none of the Directors or Ample Capital has any direct or indirect interest in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Group except the following:

• (a) the following tenancy agreements were entered into between associates of Madam Ma and/or Mr. Yeung as landlords and Golden Island Catering Group Company Limited as tenant:

• (i) Tenancy agreement dated 30th November, 2006 relating to No. 135, Waterloo Road, Kowloon, Hong Kong

Landlord	Term	Monthly rent
West Global Investments	1st December, 2006 to	HK$180,000 (exclusive
Limited (an associate	30th November, 2008	of rates, management
of Madam Ma and Mr.	(with an option to	fees and government
Yeung)	renew for a further	rent which are payable
	term of 1 year at the	to independent third
	then prevailing market	parties)
	rent)

• (ii) Tenancy agreement dated 1st January, 2008 relating to Workshop Space B on the 2nd Floor, Fung Wah Factorial Building, Nos. 646, 648 and 648A Castle Peak Road, Kowloon, Hong Kong

Landlord	Term	Monthly rent
Source Expand	1st January, 2008 to	HK$19,000 (exclusive
Development Limited	31st December, 2009	of rates, management
(an associate of Madam		fees and government
Ma and Mr. Yeung)		rent which are payable
		to independent third
		parties)

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GENERAL INFORMATION

APPENDIX II

• (iii) Tenancy agreement dated 21st June, 2006 relating to Unit 2811 on the 28th Floor of West Tower, Shun Tak Centre, Nos. 168-200 Connaught Road Central, Hong Kong

Landlord Term High Brand Limited (an 1st July, 2008 to associate of Madam Ma) 30th June, 2010

• Monthly rent

• HK$114,975 (exclusive of rates, management fees and government rent which are payable to independent third parties)

• (b) a tenancy agreement dated 1st May, 2006 between Great China Limited, an associate of Mr. Yeung, as landlord and Le Caveau Limited as tenant relating to Shop Unit No. GF6 on the Ground Floor of Grand Waldo Hotel, Cotai, Macau for a term of 3 years from 1st May, 2006 to 30th April, 2009 at the monthly rent, management fee and air conditioning charges of HK$48,938 which was terminated on 1st September, 2008; and

• (c) a tenancy agreement dated 1st May, 2006 (as amended on 21st June, 2006) between Great China Limited, an associate of Mr. Yeung, as landlord and HMS as tenant relating to Shop Unit Nos. 1F8A on the First Floor of Grand Waldo Hotel, Cotai, Macau for a term of 3 years from 1st May, 2006 to 30th April, 2009 at the monthly rent, management fee and air conditioning charges of HK$19,228 which was terminated on 1st October, 2008.

Save as disclosed above, none of the Directors is materially interested 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.

Service contracts

There is no existing or proposed service contract between any member of the Group and any Director or proposed Director (excluding contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensations)).

Competing business

None of the Directors has any interest in any business which competes or is likely to complete, either directly or indirectly, with the Group’s business.

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GENERAL INFORMATION

APPENDIX II

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.

CONSENT

Ample Capital has given and has not withdrawn its written consent to the issue of this circular with copy of its letter and the references to its name included herein in the form and context in which they are respectively included.

QUALIFICATION OF EXPERT

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

Name Qualification

Ample Capital a licensed corporation to carry out type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO

MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this circular and are or may be material:

• (a) an agreement dated 26th October, 2006 between (i) Waldorf Holding Limited (“Waldorf”) (as vendor); and (ii) Golden Island Bird’s Nest Chiu Chau Restaurant (Causeway Bay) Limited, a wholly owned subsidiary of the Company, (as purchaser) relating to the sale and purchase of the entire issued share capital of, and the benefits of shareholder’s loans, to World Honour Investments Limited for a total consideration of HK$3,418,980;

• (b) an agreement dated 1st November, 2006 between (i) Widelead Group Limited (“Widelead”) (a wholly owned subsidiary of the Company), Golden Island (Management) Limited (“G.I. Management”) and Sentosa Resources Limited; and (ii) Many Wealth Group Limited whereby, inter alia, Widelead and GI Management agreed to sell 95% of the registered capital of Waldorf and Widelead agreed to sell the rights and benefits of shareholder’s loan due from Waldorf for a total consideration of HK$475 million;

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GENERAL INFORMATION

APPENDIX II

• (c) a supplemental agreement dated 8th November, 2006 between (i) Well Allied and (ii) PLD International Limited (“PLD”) to extend the deadline for the fulfilment of the conditions under an agreement dated 14th July, 2006 for co-operation to realise the benefits of the following agreements:

• (i) a copyright co-operation agreement dated 8th May, 2006 between (i) China Music Video Broadcast (Shenzhen) Company Limited (“China Music”) (a subsidiary of the Company); and (ii) China Music Video Collective Management Association (in the course of formation) (the “Association”) relating to licensing of copyright to karaoke music products to karaoke operators in the PRC;

• (ii) a copyright business operation co-operation agreement dated 8th May, 2006 between (i) China Music; (ii) the Association; and (iii) Song Labs, Ltd. (“Song Labs”) relating to licensing of copyright to karaoke music products to karaoke operators in the PRC; and

• (iii) a co-operation agreement dated 12th June, 2006 between (i) China Music; and (ii) Song Labs in respect of market development and sharing of expenses and income relating to licensing of copyright to karaoke music products to karaoke operators in the PRC;

• (d) an agreement dated 13th April, 2007 between (i) Wise Mark Group Limited (“Wise Mark”), a wholly owned subsidiary of the Company; and (ii) Mr. Yeung and Madam Ma whereby Wise Mark agreed to purchase from Mr. Yeung and Madam Ma the entire issue share capital of Shenzhen Land Company Limited (“Shenzhen Land”) for a total consideration of HK$31,565,901;

• (e) an agreement dated 13th April, 2007 between (i) GI Management; and (ii) Well Harvest Enterprises Limited (“Well Harvest”), a company wholly owned by Madam Ma, whereby GI Management agreed to acquire from Well Harvest or all the benefits of an interest free unsecured loan of HK$16,434,099 advanced to Shenzhen Land for a consideration of HK$16,434,099;

• (f) a joint operation co-operation agreement dated 18th June, 2007 between (i) China Music; (ii) Song Labs; and (iii) 北京中文發數字科技有限公司 (Beijing CD Digital Technology Co., Ltd.) relating to charge of license fee for copyright to contents of karaoke music products on an on-demand basis implemented through the national management service system for contents of karaoke music to be established by 文化 部文化市場發展中心 (Culture Market Development Centre of the Culture Division) as appointed by 文化部 (Culture Division) in the PRC for a term of 10 years for the business of licensing of copyright to karaoke music products to karaoke operators in the PRC;

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GENERAL INFORMATION

APPENDIX II

• (g) a loan agreement dated 4th July, 2007 between (i) Well Allied; and (ii) PLD whereby Well Allied agreed to advance a loan of HK$9 million to PLD at the interest rate of 8% per annum and repayable within 1 year from the date of the loan agreement;

• (h) an agreement dated 14th August, 2007 between (i) Ng Lok Shing Ronald (as vendor); and (ii) Win Fame Limited, a wholly owned subsidiary of the Company, (as purchaser) relating to the sale and purchase of 51% of the issue share capital of Baron Productions and Artiste Management Company Limited;

• (i) an agreement dated 15th October, 2007 between (i) the Company; and (ii) Well Harvest whereby the Company agreed to acquire from Well Harvest the entire issued share capital of, and the benefits of all shareholders’ loans to, Wellrich Investments Limited for an aggregate consideration of HK$355.6 million, HK$120 million of which were paid in cash and the balance of HK$235.6 million satisfied by the issued and allotment of 699,109,792 Shares;

• (j) an agreement dated 24th October, 2007 between (i) Chan Siu Kei (as vendor); and (ii) Wave High International Limited, a wholly owned subsidiary of the Company, (as purchaser) relating to the sale and purchase of 60% of the issued share capital of Chance Music Limited for a consideration of HK$5 million;

• (k) an agreement dated 9th May, 2008 between (i) Well Allied; and (ii) PLD for the advance of a loan of HK$17.2 million to PLD at the interest rate of 5.25% per annum and repayable within 1 year from the date of the loan agreement; and

• (l) the Agreement.

GENERAL

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

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

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GENERAL INFORMATION

APPENDIX II

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 27th November, 2008:

• (a) the Memorandum of Association and the Bye-laws of the Company;

• (b) the annual reports of the Company for the two years ended 31st March, 2008;

• (c) the circular of the Company issued pursuant to Chapters 14 and/or Chapter 14A of the Listing Rules since 31st March, 2008, being the date of the latest published audited accounts;

• (d) the material contracts referred to in the paragraph headed “Material contracts” in this appendix; and

• (e) the written consent referred to in the paragraph headed “Consent” in this appendix.

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