XIAMEN YAN PALACE BIOENGINEERING CO., LTD. — M&A Activity 2011

May 17, 2011

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an intention or offer to acquire, purchase or subscribe for any securities of Carry Wealth Holdings Limited.

Dragon Peace Limited

(Incorporated in the British Virgin Islands with limited liability)

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JOINT ANNOUNCEMENT

(1) ACQUISITION OF SALE SHARES IN CARRY WEALTH HOLDINGS LIMITED BY DRAGON PEACE LIMITED

(2) UNCONDITIONAL MANDATORY CASH OFFER BY SUN HUNG KAI INTERNATIONAL LIMITED FOR AND ON BEHALF OF DRAGON PEACE LIMITED FOR ALL THE ISSUED SHARES IN CARRY WEALTH HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED BY DRAGON PEACE LIMITED AND PARTIES ACTING IN CONCERT WITH IT)

AND

(3) RESUMPTION OF TRADING

Financial adviser to Dragon Peace Limited

Sun Hung Kai International Limited

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ACQUISITION OF SALE SHARES

On 5 May 2011, the Offeror, the Offeror Guarantor and the Vendors entered into the Sale and Purchase Agreement pursuant to which the Offeror agreed to acquire and the Vendors agreed to sell the Sale Shares, being 236,662,000 Shares (representing approximately 63.64% of the entire issued share capital of the Company as at the date of this joint announcement). The aggregate consideration for the Sale Shares is HK$141,997,200 (representing HK$0.60 per Sale Share) which was agreed between the Offeror and the Vendors after arm’s length negotiations. Completion took place immediately after the signing of the Sale and Purchase Agreement on 5 May 2011 and the consideration was paid by the Offeror to the Vendors in cash upon Completion.

UNCONDITIONAL MANDATORY CASH OFFER

Immediately following Completion, the Offeror and parties acting in concert with it are interested in 236,662,000 Shares, representing approximately 63.64% of the entire issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make an unconditional mandatory general offer in cash for all the issued Shares other than those already owned by the Offeror and parties acting in concert with it.

SHK will, on behalf of the Offeror, make the Offer, in compliance with the Takeovers Code on the following terms:

For every Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.60 in cash

The Offer Price of HK$0.60 per Offer Share is the same as the price per Sale Share paid by the Offeror under the Sale and Purchase Agreement.

The principal terms of the Offer are set out under the section headed “Unconditional mandatory cash offer” below in this joint announcement. SHK has been appointed as the financial adviser to the Offeror in respect of the Offer and is satisfied that there are sufficient financial resources available to the Offeror to satisfy the full acceptance of the Offer.

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GENERAL

An Independent Board Committee, comprising all the three independent non-executive Directors namely Messrs. Cheung Kwok Ming, Kwok Lam Kwong, Larry, B.B.S., J.P. and Lau Siu Ki, Kevin, will be established to advise the Independent Shareholders in relation to the terms and conditions of the Offer. An Independent Financial Adviser will be appointed by the Company after approval by the Independent Board Committee to advise the Independent Board Committee in respect of the Offer. An announcement will be made after the appointment.

DESPATCH OF COMPOSITE OFFER DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch an offer document containing the terms of the Offer, together with the Form of Acceptance, to the Shareholders within 21 days after the date of this joint announcement, or such later date as the Executive may approve.

It is the intention of the sole director of the Offeror and the Board to combine the offer document and the response document. Accordingly, a composite offer document (accompanied by the Form of Acceptance) in connection with the Offer setting out, inter alia, details of the Offer (including the expected timetable) and incorporating the respective letters of advice from the Independent Board Committee and the Independent Financial Adviser on the Offer will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code, within 21 days after the date of this joint announcement or such later date as the Executive may approve. Independent Shareholders are encouraged to read the composite offer document carefully, including the advice of the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

SUSPENSION AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares has been suspended with effect from 1:30 p.m. on Thursday, 5 May 2011. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on Wednesday, 18 May 2011.

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WARNING

Shareholders and potential investors should exercise caution when dealing in the Shares during the Offer period. If the Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

ACQUISITION OF SALE SHARES

On 5 May 2011, the Offeror, the Offeror Guarantor and the Vendors entered into the Sale and Purchase Agreement pursuant to which the Offeror agreed to acquire and the Vendors agreed to sell the Sale Shares, being 236,662,000 Shares, representing approximately 63.64% of the entire issued share capital of the Company as at the date of this joint announcement. The aggregate consideration for the Sale Shares is HK$141,997,200 (equivalent to HK$0.60 per Sale Share) which was agreed between the Offeror and the Vendors after arm’s length negotiations. The principal terms of the Sale and Purchase Agreement are summarised below:-

THE SALE AND PURCHASE AGREEMENT

Date 5 May 2011 Parties Vendors: (1) Mr. Rusli (the First Vendor) (2) Mr. Lee (the Second Vendor) (3) Mr. Oey (the Third Vendor) (4) Mr. Susanto (the Fourth Vendor) (5) Mr. Tang (the Fifth Vendor) Purchaser: Offeror Offeror Guarantor: Mr. Li

Subject of the Sale and Purchase Agreement

Pursuant to the Sale and Purchase Agreement, the Vendors agreed to sell and the Offeror agreed to acquire the Sale Shares, being 236,662,000 Shares, representing approximately 63.64% of the entire issued share capital of the Company as at the date of this joint announcement, with effect from Completion free from all Encumbrances together with all rights attaching to them, including but not limited to all dividends paid, declared or made after the Completion Date.

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Consideration

The aggregate consideration for the Sale Shares is HK$141,997,200 (representing HK$0.60 per Sale Share) which was agreed between the Offeror and the Vendors after arm’s length negotiations.

The consideration was paid by the Offeror to the Vendors in cash upon Completion.

Completion

Completion took place immediately upon signing of the Sale and Purchase Agreement on 5 May 2011.

UNCONDITIONAL MANDATORY CASH OFFER

Immediately following Completion, the Offeror and parties acting in concert with it are interested in 236,662,000 Shares, representing approximately 63.64% of the entire issued share capital of the Company. Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make an unconditional mandatory general offer in cash for all the issued Shares other than those already owned by the Offeror and parties acting in concert with it.

As at the date of this joint announcement, there are 371,874,000 Shares in issue. The Company does not have any outstanding Shares, options, derivatives or warrants or other securities which are convertible or exchangeable into the Shares and has not entered into any agreement for the issue of such Shares, options, derivatives or warrants or other securities of the Company.

Principal terms of the Offer

SHK will, on behalf of the Offeror, make the Offer to all the Independent Shareholders to acquire all the issued Shares, in compliance with the Takeovers Code on terms to be set out in the composite offer document on the following basis:

For every Offer Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.60 in cash

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The Offer Price of HK$0.60 per Offer Share is the same as the price per Sale Share paid by the Offeror under the Sale and Purchase Agreement. The Offer Shares to be acquired under the Offer shall be fully paid and free from all Encumbrances together with all rights attaching to them, including but not limited to all dividends paid, declared or made, after the date of the Sale and Purchase Agreement.

Comparison of value

The Offer Price of HK$0.60 per Offer Share is equal to the price per Sale Share paid by the Offeror under the Sale and Purchase Agreement and represents:

• (a) a premium of approximately 3.45% over the closing price of HK$0.580 per Share, as quoted on the Stock Exchange on the Last Trading Day;

• (b) a premium of approximately 3.45% over the average closing price of HK$0.580 per Share, being the average closing price of the Shares for the 5 trading days immediately prior to and including the Last Trading Day;

• (c) a premium of approximately 3.99% over the average closing price of HK$0.577 per Share, being the average closing price of the Shares for the 10 trading days immediately prior to and including the Last Trading Day;

• (d) a premium of approximately 5.08% over the average closing price of approximately HK$0.571 per Share, being the average closing price of the Shares for the 30 trading days immediately prior to and including the Last Trading Day;

• (e) a premium of approximately 3.45% over the average closing price of approximately HK$0.580 per Share for the 90 consecutive trading days immediately prior to and including the Last Trading Day; and

• (f) a discount of approximately 5.51% to the Company’s audited NAV of approximately HK$0.635 per Share based on the Group’s audited consolidated NAV (excluding noncontrolling interests) of approximately HK$236,061,000 as at 31 December 2010 and 371,874,000 Shares in issue as at the date of this joint announcement.

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Highest and lowest prices

During the six-month period preceding the Last Trading Day, the highest closing price of the Shares quoted on the Stock Exchange was HK$0.720 per Share on 2 February 2011 and the lowest closing price of the Shares quoted on the Stock Exchange was HK$0.455 per Share on 21 December 2010.

Total consideration

As at the date of this joint announcement, there are 371,874,000 Shares in issue and the NAV per Share is approximately HK$0.650 based on the audited consolidated NAV (including noncontrolling interests) of approximately HK$241,738,000 of the Group as at 31 December 2010.

Based on the Offer Price of HK$0.60 per Share, the entire issued share capital of the Company is valued at HK$223,124,400 and the Sale Shares are valued at HK$141,997,200. Assuming the Offer is accepted in full by the Independent Shareholders and based on 135,212,000 Offer Shares, the total amount of cash required to effect the Offer will be HK$81,127,200.

Financial resources available to the Offer

The financial resources of the Offeror to fund the Offer, amounting to HK$81,127,200 are financed by a margin facility provided by Sun Hung Kai Investment Services Limited. The payment of interest on, repayment of or security for any liability under the aforesaid facility will not depend on the business of the Group.

SHK has been appointed as the financial adviser to the Offeror in respect of the Offer and is satisfied that there are sufficient financial resources available to the Offeror to satisfy the full acceptance of the Offer.

Dealing and interests in the Company’s securities

Save for the Sale Shares under the Sale and Purchase Agreement, none of the Offeror nor parties acting in concert with it has dealt in the Shares, options, derivatives, warrants or other securities convertible into Shares during the six-month period prior to the date of this joint announcement. As at the date of this joint announcement, the Offeror and parties acting in concert with it has not entered into any arrangements or contracts in relation to the derivatives in respect of securities in the Company nor have any of them borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company. As at the date of this joint announcement, save for the Sale Shares under the Sale and Purchase Agreement, the Offeror and parties acting in concert with it do not hold, own or control any Shares, options, derivatives, warrants or other securities convertible into Shares.

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Stamp duty

In Hong Kong, seller’s ad valorem stamp duty arising in connection with acceptances of the Offer will be payable by relevant Shareholders at a rate of 0.1% of (i) the market value of the Offer Shares; or (ii) the consideration payable by the Offeror in respect of the relevant acceptances of the Offer, whichever is higher, will be deducted from the cash amount payable by the Offeror to such person on acceptance of the Offer. The Offeror will arrange for payment of the seller’s ad valorem stamp duty on behalf of relevant Independent Shareholders accepting the Offer and will pay the buyer’s ad valorem stamp duty in connection with the acceptances of the Offer and the transfer of the Offer Shares in accordance with the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong).

Effect of accepting the Offer

By accepting the Offer, the relevant Shareholders will sell their Shares to the Offeror or its nominee free from all liens, claims and Encumbrances and with all rights attached to them as at the Completion Date, including the right to receive all dividends paid, declared or made, if any, on or after the Completion Date.

Payment

Payment in cash in respect of acceptances of the Offer will be made as soon as possible but in any event within 10 days of the date on which the relevant documents of title are received by the Offeror to render each such acceptance complete and valid.

Other arrangements

As at the date of this joint announcement:

• (i) there is no arrangement (whether by way of option, indemnity or otherwise) of the kind referred to in Note 8 to Rule 22 of the Takeovers Code in relation to the shares of the Offeror or the Shares and which might be material to the Offer;

• (ii) save for the Sale and Purchase Agreement, there is no agreement or arrangement to which the Offeror is a party which relates to circumstances in which it may or may not invoke or seek to invoke a pre-condition or a condition to the Offer;

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• (iii) none of the Offeror nor parties acting in concert with it has received any irrevocable commitment to accept the Offer; and

• (iv) none of the Offeror nor parties acting in concert with it has borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) in the Company.

Overseas Holders

The Offer will be in respect of securities of a company incorporated in Bermuda and will be subject to the procedural and disclosure requirements of Hong Kong, which may be different from other jurisdictions. The Shareholders who wish to participate in the Offer but with registered address outside Hong Kong will also be subject to, and may be limited by, the laws and regulations of their respective jurisdictions in connection with their participation in the Offer.

The Shareholders who have registered addresses outside Hong Kong and wish to accept the Offer should satisfy themselves as to the full observance of the applicable laws and regulations of the relevant jurisdiction in connection therewith (including the obtaining of any governmental or other consent which may be required or the compliance with other necessary formalities and the payment of any transfer of other taxes due by such accepting Shareholders in respect of such jurisdiction).

INFORMATION ON THE OFFEROR

The Offeror is a company incorporated in the BVI on 8 January 2010 with limited liability and is principally engaged in investment activities. As at the date of this joint announcement, save for entering into of the Sale and Purchase Agreement and obtaining a margin facility from Sun Hung Kai Investment Services Limited for financing the Offer, the Offeror has not conducted any other business since its incorporation. As at the date of this joint announcement, Mr. Li is the sole ultimate beneficial owner and the sole director of the Offeror. Immediately prior to the entering into of the Sale and Purchase Agreement, the Offeror and parties acting in concert with it, are Independent Third Parties.

Mr. Li, aged 41, has extensive experience in information technology and waste water treatment industries. Mr. Li is currently the chairman and an executive director of Beijing Enterprises Water Group Limited (a company listed on the Stock Exchange) and is mainly responsible for both the PRC and overseas water markets. In addition, Mr. Li is also an independent non-executive director of Simsen International Corporation Limited, a company listed on the Stock Exchange.

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Mr. Li holds a Bachelor degree in Laws from the Faculty of Law in Peking University in 1992.

INFORMATION ON THE COMPANY

The Company was incorporated in Bermuda as an exempted company on 18 September 1997. The Group is principally engaged in the garment manufacturing and trading and has production facilities in Indonesia, the PRC and Lesotho.

The Group recorded audited revenues of approximately HK$733.0 million and approximately HK$734.9 million for the years ended 31 December 2009 and 31 December 2010 respectively. The audited gross profits of the Group for the years ended 31 December 2009 and 31 December 2010 were approximately HK$138.1 million and approximately HK$98.2 million. Losses attributable to equity holders were approximately HK$1.0 million and approximately HK$48.8 million for the years ended 31 December 2009 and 31 December 2010 respectively. The audited consolidated NAV (excluding non-controlling interests) of the Group recorded approximately HK$276.5 million and approximately HK$236.1 million as at 31 December 2009 and 31 December 2010 respectively.

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) immediately before Completion; and (ii) immediately after Completion.

Shareholders	Immediately before Completion Number of Shares Approximate %	Immediately before Completion Number of Shares Approximate %	Immediately after Completion Number of Shares Approximate %	Immediately after Completion Number of Shares Approximate %
Mr. Rusli (Note 1) Mr. Lee (Note 2) Mr. Oey (Note 3) Mr. Susanto (Note 4) Mr. Tang (Note 5) Vendors	81,412,000 77,812,000 13,438,000 62,000,000 2,000,000 236,662,000	21.90 20.92 3.61 16.67 0.54 63.64	– – – – – –	– – – – – –
The Offeror and parties acting in concert with it Public Shareholders Total	– 135,212,000 371,874,000	– 36.36 100.00	236,662,000 135,212,000 371,874,000	63.64 36.36 100.00

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Notes:

1. The interests of Mr. Rusli (the chairman of the Company and an executive Director) included his personal interests of 3,600,000 Shares and 77,812,000 Shares held through RIL. The issued share capital of RIL is owned as to 46.03% by Mr. Rusli.

2. The interests of Mr. Lee (the managing and executive Director) were held through RIL. The issued share capital of RIL is owned as to 46.03% by Mr. Lee.

3. The interests of Mr. Oey (an executive Director) were held through RIL. The issued share capital of RIL is owned as to 7.94% by Mr. Oey.

4. The interests of Mr. Susanto were held through Greatwood. The entire issued share capital of Greatwood is solely owned by Mr. Susanto.

5. Mr. Tang (an executive Director) was personally interested in 2,000,000 Shares.

As at the date of this joint announcement, the Company does not have any outstanding Shares, options, derivatives or warrants or other securities which are convertible or exchangeable into the Shares and has not entered into any agreement for the issue of such Shares, options, derivatives or warrants or other securities of the Company.

THE OFFEROR’S INTENTION ON THE GROUP

It is the intention of the Offeror that the Group will continue with its existing principal business. The Offeror does not intend to introduce any major changes to the existing operations and business of the Company immediately after the Offer and will neither redeploy nor dispose of any of the assets (including fixed assets) of the Group other than in the ordinary course of business. Any acquisition or disposal of the assets or business of the Group, if any, will be in compliance with the Listing Rules. The Offeror will conduct a more detailed review on the operations of the Group with a view to formulating a comprehensive business strategy for the Group (the “Review”) and subject to the result of the Review, the Offeror may explore other business opportunities and consider whether any assets and/or business acquisitions by the Group will be appropriate in order to enhance its growth. Furthermore, the Offeror may introduce or employ relevant expertise in managing and overseeing the operation of the Group. However, no particular investment or business opportunities have been identified as at the date of this joint announcement. In the event that any business opportunities materialise or the Offeror introduces any major changes to the existing operation and business of the Group after the Review, further announcement will be made by the Company as and when required under the Listing Rules. As at the date of this joint announcement, the Offeror has no intention to discontinue the employment of the employees of the Company or the Group (save for a change in the composition of the Board).

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MAINTENANCE OF THE LISTING STATUS OF THE COMPANY

The Offeror intends to maintain the listing of the Shares on the main board of the Stock Exchange after closing of the Offer. The sole director of the Offeror and the new Directors (if any) to be appointed to the Board will jointly and severally undertake to the Stock Exchange to take appropriate steps to ensure that sufficient public float exists in the Shares.

GENERAL

Independent Board Committee and the Independent Financial Adviser

An Independent Board Committee, comprising all the three independent non-executive Directors namely Messrs. Cheung Kwok Ming, Kwok Lam Kwong, Larry, B.B.S., J.P. and Lau Siu Ki, Kevin, will be established to advise the Independent Shareholders in relation to the terms and conditions of the Offer. An Independent Financial Adviser will be appointed by the Company after approval by the Independent Board Committee to advise the Independent Board Committee in respect of the Offer. An announcement will be made after the appointment.

DESPATCH OF COMPOSITE OFFER DOCUMENT

Pursuant to Rule 8.2 of the Takeovers Code, the Offeror is required to despatch an offer document containing the terms of the Offer, together with the Form of Acceptance, to the Shareholders within 21 days after the date of this joint announcement, or such later date as the Executive may approve.

It is the intention of the sole director of the Offeror and the Board to combine the offer document and the response document. Accordingly, a composite offer document (accompanied by the Form of Acceptance) in connection with the Offer setting out, inter alia, details of the Offer (including the expected timetable) and incorporating the respective letters of advice from the Independent Board Committee and the Independent Financial Adviser on the Offer will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code, within 21 days after the date of this joint announcement or such later date as the Executive may approve. Independent Shareholders are encouraged to read the composite offer document carefully, including the advice of the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer.

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Dealings Disclosure

In accordance with Rule 3.8 of the Takeovers Code, associates (as defined under the Takeovers Code) of the Company and the Offeror (including persons who own or control 5% or more of any class of relevant securities issued by the Company or the Offeror) are hereby reminded to disclose their dealings in the securities of the Company pursuant to the Takeovers Code.

In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below:

“Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than HK$1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

SUSPENSION AND RESUMPTION

At the request of the Company, trading in the Shares has been suspended with effect from 1:30 p.m. on Thursday, 5 May 2011. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 9:00 a.m. on Wednesday, 18 May 2011.

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WARNING

Shareholders and potential investors should exercise caution when dealing in the Shares. If the Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

DEFINITIONS

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

“acting in concert” has the meaning ascribed in the Takeovers Code “associate” has the meaning ascribed in the Listing Rules “Board” the board of Directors “BVI” the British Virgin Islands “Company” Carry Wealth Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange “Completion” completion of the sale and purchase of the Sale Shares in accordance with the terms and conditions of the Sale and Purchase Agreement “Completion Date” 5 May 2011, being the date of the Sale and Purchase Agreement on which Completion took place “Director(s)” the director(s) of the Company “Encumbrances” includes, without any limitation, any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same

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“Executive”	the Executive Director of the Corporate Finance Division of
	the SFC and any delegate of the Executive Director
“Fifth Vendor” or	Mr. Tang Chak Lam, being the executive Director
“Mr. Tang”
“First Vendor” or “Mr.	Mr. Rusli Hendrawan, being the chairman of the Company
Rusli”	and the executive Director
“Form of Acceptance”	the accompanying form of acceptance and transfer of Shares
	in respect of the Offer
“Fourth Vendor” or	Mr. Susanto Susanto
“Mr. Susanto”
“Greatwood”	Greatwood Investment Trading Limited, a company
	incorporated in the BVI with limited liability which is
	beneficially owned by Mr. Susanto
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board	the independent board committee of the Board (comprising
Committee”	all the three independent non-executive Directors namely
	Messrs. Cheung Kwok Ming, Kwok Lam Kwong, Larry,
	B.B.S., J.P.and Lau Siu Ki, Kevin) which will be established
	to advise the Independent Shareholders in relation to the
	terms and conditions of the Offer
“Independent Financial	the independent financial adviser to be appointed by the
Adviser”	Company to advise the Independent Board Committee in
	relation to the Offer
“Independent	Shareholders other than the Offeror, the Vendors and parties
Shareholders”	acting in concert with any of them

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“Independent Third person(s) or company(ies) who or which, to the best of the Party(ies)” Directors’ knowledge, information and belief and having made all reasonable enquiries, is/are independent of and not connected with the Directors, chief executive or substantial Shareholder of the Company, or any of their respective subsidiaries or associates

• “Last Trading Day” 5 May 2011, being the last trading day of the Shares immediately prior to the suspension in trading of the Shares on the Stock Exchange at 1:30 p.m. on 5 May 2011 pending the release of this joint announcement

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

• “NAV” net asset value “Offer” the unconditional mandatory cash offer to be made by SHK for and on behalf of the Offeror for all the issued Shares (other than those already owned by the Offeror and parties acting in concert with it) pursuant to Rule 26.1 of the Takeovers Code

“Offer Price” the price per Offer Share at which the Offer will be made in cash, being HK$0.60 per Offer Share

• “Offer Share(s)” issued Share(s) and Shares which may be issued by the Company following the date of this joint announcement, other than those already owned by the Offeror and parties acting in concert with it

“Offeror” Dragon Peace Limited, which is a company incorporated in the BVI with limited liability, and the entire issued share capital of which is legally and beneficially wholly owned by Mr. Li

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“Offeror Guarantor” or Mr. Li Haifeng, being the offeror guarantor who has agreed “Mr. Li” to guarantee the due and punctual performance by the Offeror of its obligations and liabilities under the Sale and Purchase Agreement

“PRC” the People’s Republic of China excluding, for the purpose of this joint announcement, Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

“RIL” Respected International Limited, a limited company incorporated in the BVI, being beneficially owned as to 46.03%, 46.03% and 7.94% by Mr. Rusli, Mr. Lee and Mr. Oey respectively “Sale and Purchase the sale and purchase agreement dated 5 May 2011 entered Agreement” into among the Offeror, the Offeror Guarantor and the Vendors in relation to the sale and purchase of the Sale Shares

“Sale Share(s)” the 236,662,000 Shares beneficially owned by the Vendors (as to (i) an aggregate of 81,412,000 Shares including 77,812,000 Shares beneficially owned by the First Vendor through RIL and 3,600,000 Shares directly held by the First Vendor; (ii) as to 77,812,000 Shares beneficially owned by the Second Vendor through RIL; (iii) as to 13,438,000 Shares beneficially owned by the Third Vendor through RIL; (iv) as to 62,000,000 Shares beneficially owned by the Fourth Vendor through Greatwood; and (v) as to 2,000,000 Shares beneficially owned by the Fifth Vendor), representing approximately 63.64% of the entire issued share capital of the Company as at the date of this joint announcement

“Second Vendor” or

“Mr. Lee”

• Mr. Lee Sheng Kuang, being the managing and executive Director

“SFC”

the Securities and Futures Commission of Hong Kong

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“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.10 each in the capital of the Company “Shareholder(s)” holder(s) of Share(s) “SHK” Sun Hung Kai International Limited, a licensed corporation to carry out type 1 (dealings in securities ) and type 6 (advising on corporate finance) of the regulated activity under the SFO and the financial adviser to the Offeror “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “Third Vendor” or Mr. Oey Tjie Ho, being the executive Director “Mr. Oey” “Vendors” collectively, the First Vendor, the Second Vendor, the Third Vendor, the Fourth Vendor and the Fifth Vendor “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent. By order of the sole director of By order of the Board of Dragon Peace Limited Carry Wealth Holdings Limited Li Haifeng Lee Sheng Kuang, James Sole Director Managing Director

Hong Kong, 17 May 2011

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As at the date of this joint announcement, the Board of the Company comprises Messrs. Rusli Hendrawan (Chairman), Lee Sheng Kuang, James (Managing Director), Oey Tjie Ho and Tang Chak Lam, Charlie, being executive Directors; and Messrs. Cheung Kwok Ming, Kwok Lam Kwong, Larry, B.B.S., J.P. and Lau Siu Ki, Kevin, being independent non-executive Directors.

As at the date of this joint announcement, the sole director of the Offeror is Mr. Li Haifeng.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group, the Vendors and parties acting in concert with them), and confirm, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any such statement contained in this joint announcement misleading.

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