MAXABLE INTERNATIONAL WORLD TRADE BUN KEE LTD. ENTERPRISES LIMITED!"#$%&' *

Transcription

1 The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of World Trade Bun Kee Ltd. MAXABLE INTERNATIONAL WORLD TRADE BUN KEE LTD. ENTERPRISES LIMITED!"#$%&' * (Incorporated in the British Virgin Islands with limited liability) (Incorporated in Bermuda with limited liability) (Stock Code: 380) JOINT ANNOUNCEMENT Acquisition of shares in World Trade Bun Kee Ltd. by Maxable International Enterprises Limited Possible unconditional mandatory cash offer by on behalf of Maxable International Enterprises Limited to acquire all issued shares of World Trade Bun Kee Ltd. not already owned or agreed to be acquired by Maxable International Enterprises Limited and parties acting in concert with it and Resumption of trading in the shares of World Trade Bun Kee Ltd. Financial Adviser to Maxable International Enterprises Limited Financial Adviser to World Trade Bun Kee Ltd. CELESTIAL CAPITAL LIMITED Independent Financial Adviser to the independent board committee of World Trade Bun Kee Ltd. CIMB-GK Securities (HK) Limited 1

2 THE AGREEMENT Reference is made to the announcement of the Company dated 19 April On 29 April 2007, the Agreement was entered into, among others, between the Vendors and the Offeror whereby the Vendors have conditionally agreed to sell, and the Offeror has conditionally agreed to acquire the Sale Shares for a total consideration of HK$333 million or HK$1.85 per Sale Share. Immediately following Completion, the Offeror will be interested in 180,000,000 Shares, representing approximately 74.43% of the issued share capital of the Company as at the date of this announcement. Accordingly, the Offeror and parties acting in concert with it are required to make an unconditional mandatory cash offer for all issued Shares not already owned or agreed to be acquired by the Offeror or parties acting in concert with it pursuant to Rule 26.1 of the Takeovers Code. POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER Subject to Completion having taken place and pursuant to Rule 26.1 of the Takeovers Code, SHK will make, on behalf of the Offeror, an unconditional mandatory cash offer to acquire all issued Shares not already owned or agreed to be acquired by the Offeror and parties acting in concert with it at an Offer Price of HK$1.85 per Share. The making of the Offer is subject to Completion. Shareholders and prospective investors should exercise extreme caution when dealing in the Shares. RESUMPTION OF TRADING IN SHARES At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Monday, 30 April Application has been made to the Stock Exchange for resumption of trading in the Shares with effect from 9:30 a.m. on Wednesday, 9 May Reference is made to the announcement of the Company dated 19 April On 29 April 2007, the Agreement was entered into, among others, between the Vendors and the Offeror whereby the Vendors have conditionally agreed to sell, and the Offeror has conditionally agreed to acquire the Sale Shares for a total consideration of HK$333 million or HK$1.85 per Sale Share. THE AGREEMENT Date 29 April 2007 (as supplemented by a supplemental agreement dated 7 May 2007) Parties Vendors: Purchaser: Vendors guarantors: Purchaser s guarantor: Ms. Wing On Top (in relation to 122,400,000 Sale Shares) Click Fort (in relation to 4,842,000 Sale Shares) Manhattan Properties (in relation to 14,346,000 Sale Shares) Kingsville (in relation to 19,206,000 Sale Shares) Jong Yee (in relation to 19,206,000 Sale Shares) the Offeror Mr. Tsang Chung Yin, an executive Director Mr. Tsang Yin, an executive Director Dr. Tsang Ngan Chung, an executive Director Mr. Tsang Kwong Sang Sunny (Mr. Tsang Chung Yin, Mr. Tsang Yin and Dr. Tsang Ngan Chung are siblings and Mr. Tsang Kwong Sang Sunny is a son of Mr. Tsang Yin.) 2

3 Sale Shares 180,000,000 Shares, representing approximately 74.43% of the issued share capital of the Company as at the date of this announcement. The Sale Shares represent the entire equity interest held by the Vendors and parties acting in concert with them in the Company. Consideration HK$333 million in total or HK$1.85 per Sale Share. In the event the consolidated net assets of the Group as at 30 April 2007 (the Consolidated Net Assets ) is less than HK$360,000,000, the parties agreed that the consideration for the Sale Shares (the Consideration ) shall be reduced by an amount equivalent to the shortfall between HK$360,000,000 and the amount of the Consolidated Net Assets, provided that: (i) no adjustment shall be made to the Consideration if the shortfall is less than HK$5,000,000; and (ii) the Consideration shall be adjusted by full amount of the shortfall if the shortfall exceeds HK$5,000,000. The Consideration was negotiated between the parties at arm s length basis and on normal commercial terms. The Consideration will be funded by bank financing and internal resources of the Offeror. Payment terms The Consideration shall be paid by the Offeror in cash as follows: (i) a deposit of HK$100,000,000 (the Deposit ) upon signing of the Agreement; (ii) HK$173,000,000 upon Completion; and (iii) the balance of HK$60,000,000 within four months after the Completion Date. The Deposit has been paid and set off by the escrow money paid by the Offeror upon signing of the Agreement. As a result of the deferred payment terms, the Offeror and the Vendors are presumed to be acting in concert under Class 9 of the definition of acting in concert under the Takeovers Code. Conditions precedent Completion is conditional upon: (i) the Shares remaining listed and traded on the Stock Exchange upon the clearance of the announcement regarding the Agreement by the SFC and Stock Exchange, and no notification being received from the Stock Exchange or the SFC prior to or at the time of such clearance that the listing of the Shares on the Stock Exchange will or may be withdrawn or suspended for more than five business days (excluding any suspension for the purposes of obtaining clearance from the SFC or Stock Exchange for the joint announcement or circulars relating to the transactions contemplated by the Agreement) at, upon or as a result of, the terms of the Agreement, or withdrawal or suspension for any reason other than an inadequate percentage of the issued share capital of the Company being in public hands following the close of the Offer; (ii) the making of such enquiries, investigations and due diligence reviews of the business, affairs, operations and financial position of the Group by the Offeror and any of its officers, employees, agents, professional advisers or other persons authorised by the Offeror which the Offeror in its reasonable discretion deems necessary, desirable or appropriate and the Offeror, acting reasonably, being satisfied with the results of such due diligence reviews, and issuing a notice in writing to the Vendors to such effect, provided that if no such notice is 3

4 received by the Vendors by the 60th day after the date of the Agreement or the third business day prior to Completion (whichever is earlier) the Offeror shall be deemed to be so satisfied; (iii) all necessary approvals and consents in respect of the Agreement and the transactions contemplated hereunder required by any member of the Group and the Vendors being obtained; and (iv) the warranties remaining true and accurate in all material respects and not misleading in any material respect as of the Completion Date by reference to the facts and circumstances subsisting as at the Completion Date. If all the conditions have not been satisfied or waived by the Offeror in whole or in part on or before 5:00 p.m on the long stop date, being 27 June 2007 (or such other date as the Offeror and the Vendors may agree in writing), the Agreement will cease and determine and no parties thereto shall have any claim to the other party save for any antecedent breaches. If the conditions have not been satisfied or waived by the Offeror as set out above, or if the conditions have been satisfied but Completion does not take place due to reasons other than the default of the Offeror, the Vendors shall refund the Deposit (less HK$1,000,000) to the Offeror and the Vendors shall be entitled to HK$1,000,000 to cover their legal and other professional expenses incurred in relation to the Agreement. Completion Completion shall take place on the date which is the third business day after the date on which all of the conditions under the Agreement have been satisfied or waived on or before the long stop date, or such other date as the parties may agree in writing. Subject to the satisfaction, or waiver, of the conditions precedent, it is expected that Completion will take place at the end of May 2007 (or such other date as the Offeror and the Vendors may agree in writing). Non-competition and non-solicitation undertakings Each of the Vendors and the Vendors guarantors undertake that it or its associates (but excluding certain parties specified in the Agreement) will not, without the Offeror s prior written consent in any Relevant Capacity at any time during a period of 24 months commencing from the date the relevant person or company ceased to be employed or engaged by the Group: (i) directly or indirectly solicit, interfere with, employ or endeavour to entice away from the Group with a view to competing with the Group any person who, to its knowledge, is, or has during the 12 months preceding the date of the Agreement been, a client, customer or employee of, or in the habit of dealing with, the Group; or (ii) directly or indirectly carry on or be engaged or concerned or interested in the PRC (including Hong Kong) and other parts of the world, the business of trading and distribution of construction materials including water pipes and fittings, being the current business of the Group; or (iii) at any time use the name or trading style of the Company or any member of the Group, or any trade marks or logos or device similar in appearance to any trade marks, in the PRC (including Hong Kong) and any other parts of the world, or represent itself as carrying on or continuing or being connected with the Group for any purpose whatsoever. POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER Immediately following Completion, the Offeror will be interested in 180,000,000 Shares, representing approximately 74.43% of the issued share capital of the Company as at the date of this announcement. Accordingly, the Offeror and parties acting in concert with it are required to make an unconditional mandatory cash offer for all issued Shares not already owned or agreed to be acquired by the 4

5 Offeror or parties acting in concert with it pursuant to Rule 26.1 of the Takeovers Code. Principal terms of the Offer Immediately following Completion, SHK will, on behalf of the Offeror, make an unconditional mandatory cash offer to acquire all issued Shares not already owned or agreed to be acquired by the Offeror or parties acting in concert with it pursuant to Rule 26.1 of the Takeovers Code on the following basis: For each Share HK$1.85 in cash The Offer Price is the same as the price at which the Sale Shares are to be acquired by the Offeror under the Agreement. For the avoidance of doubt, no adjustment shall be made to the Offer Price if the Consolidated Net Assets is less than HK$360,000,000. The Offer, if and when made, will be unconditional in all respects. Comparison of value The Offer Price of HK$1.85 per Share represents: (a) a discount of approximately 64.1% to the closing price of HK$5.15 per Share as quoted on the Stock Exchange on 27 April 2007, being the last trading day immediately prior to the date of this announcement; (b) a discount of approximately 52.9% to the average closing price of approximately HK$3.93 per Share as quoted on the Stock Exchange for the ten consecutive trading days immediately prior to and including 27 April 2007; and (c) a premium of approximately 31.2% compared to the Group s audited consolidated net assets of approximately HK$1.41 per Share as at 31 December 2006, calculated based on the difference between the total assets and liabilities of the Group according to the Group s audited consolidated financial statements for the year ended 31 December 2006, being approximately HK$339.9 million and 241,854,000 Shares in issue as at 31 December Highest and lowest Share prices The highest and lowest closing prices per Share as quoted on the Stock Exchange during the six-month period immediately preceding the date of this announcement were HK$5.62 on 20 April 2007 and HK$0.74 on 2 January 2007 respectively. Total consideration As at the date of this announcement, there are 241,854,000 Shares in issue and the Company does not have any outstanding securities convertible or exchangeable into Shares. The Offeror and parties acting in concert with it have not entered into any agreements in relation to the issue of any convertible securities, options, warrants or derivatives of the Company. The Offeror confirms that there are no other arrangements (whether by way of option, indemnity or otherwise) in relation to the shares of the Company or the Offeror and which might be material to the Offer. Save for the conditions precedent set out in the paragraph headed Conditions precedent in this announcement, the Offeror further confirms that there are no other agreements or arrangements to which the Offeror is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a precondition or a condition to the Offer. On the basis of the Offer Price of HK$1.85 per Share, the entire issued share capital of the Company is valued at approximately HK$447.4 million. In the event that the Offer was accepted in full, the aggregate amount payable by the Offeror would be approximately HK$114.4 million. 5

6 The Offeror intends to finance the Offer by bank financing and its internal resources. Hercules, as financial adviser to the Offeror, is satisfied that there are sufficient financial resources available to the Offeror to complete the acquisition of the Sale Shares and to satisfy the full acceptance of the Offer. SHK, as the agent to make the Offer on behalf of the Offeror, is satisfied that there are sufficient financial resources available to the Offeror to satisfy the full acceptance of the Offer. Effect of Accepting the Offer By accepting the Offer, the Shareholders will sell their Shares free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature and together with all rights attaching to them on or after the date of despatch of the Composite Document, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after the date of despatch of the Composite Document. Payment Payment in cash in respect of acceptances of the Offer will be made as soon as possible but in any event within ten days of the receipt of a duly completed acceptance. Stamp Duty Seller s ad valorem stamp duty at a rate of HK$1 for every HK$1,000 (or part thereof) of the consideration payable to the Shareholders who accept the Offer will be deducted from the amount payable to such Shareholders. The Offeror will then pay the stamp duty deducted to the stamp duty office on behalf of the accepting Shareholders. Making of the Offer The making of the Offer is subject to Completion. Shareholders and prospective investors should exercise extreme caution when dealing in the Shares. INFORMATION ON THE COMPANY The Company was listed on the Stock Exchange in 2000 and is principally engaged in trading and distribution of construction materials, mainly including water pipes and fittings. The table below sets out the shareholding structure of the Company as at the date of this announcement and immediately after Completion: As at the date Immediately of this announcement after Completion Number of Shares % Number of Shares % On Top 122,400, Click Fort 4,842, Manhattan Properties 14,346, Kingsville 19,206, Jong Yee 19,206, Vendors 180,000, The Offeror ,000, The Offeror and parties acting in concert with it (including the Vendors) 180,000, ,000, All public Shareholders 61,854, ,854, Total 241,854, ,854,

7 INFORMATION ON THE OFFEROR The Offeror, an investment vehicle incorporated in the BVI on 27 February 2007, was established solely for the purpose of the acquisition of the Sale Shares. Ms. Wing is the sole director and sole beneficial shareholder of the Offeror. Ms. Wing, aged 38, was a sales director of Interchina Securities Limited ( ISL ). She has extensive experience in the securities industry in Hong Kong and the PRC, especially in the B share market where she was one of the pioneering professionals in the PRC. Through her experience in the securities industry, she has established a strong network of contacts of corporate and high networth individuals in the PRC and Hong Kong which serves as a source of business and investment opportunities. Prior to joining ISL, Ms. Wing held various senior positions in Shenyin Wanguo Securities (H.K.) Limited, HG Asia Limited, ABN AMRO Asia Limited and BNP Paribas Peregrine Securities Limited. Ms. Wing received her bachelor s degree in finance from Central University of Finance & Economics in Beijing. Apart from the acquisition of the Sale Shares, the Offeror has not been engaged in any business since its incorporation and does not have any material assets. Except for the Sale Shares, which represents the entire equity interest held by the Vendors in the Company as at the date of this announcement, and save for the entering into of the Agreement, neither the Offeror nor any of the parties acting in concert with it owned any Shares or any other outstanding derivatives in respect of securities in the Company, including convertible securities, warranties and options nor had any dealings for value in the Shares, convertible securities, warrants, options and derivatives in respect of the Shares during the period commencing from the date falling six months prior to 19 April 2007 up to the date of this announcement. INTENTION OF THE OFFEROR REGARDING THE COMPANY Following the close of the Offer, the Offeror intends to continue the existing business of the Group and will regularly review the Group s business activities and explore further business investment opportunities with a view to enhancing the Group s profitability. The Offeror has no intention to discontinue the employment of the employees (save for a possible change in the composition of the Board) nor to dispose of or redeploy the assets of the Group. Any future acquisition or disposal of assets by the Company after Completion will be subject to the provisions of the Listing Rules and in particular, the Stock Exchange may aggregate a series of transactions of the Company and such transactions may result in the Company being treated as a new applicant under the Listing Rules. As at the date of this announcement, the Company has eight Directors. It is the intention of the Offeror that eight new Directors will be appointed at the time when the Composite Document is despatched and the existing Directors will resign from the Board with effect from the closing of the Offer. MAINTENANCE OF THE LISTING STATUS OF THE COMPANY The Stock Exchange has stated that if, at the close of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public, or if the Stock Exchange believes that a false market exists or may exist in the trading of the Shares or there are insufficient Shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend dealings in the Shares. It is the intention of the Offeror that the listing of the Shares on the Stock Exchange should be maintained and appropriate steps will be taken by the Offeror as soon as possible following the close of the Offer to ensure that not less than 25% of the issued Shares will be held in public hands. 7

8 GENERAL INFORMATION Independent Board Committee and independent financial adviser An Independent Board Committee comprising Mr. Chan Yuk Ming, Mr. Wong, Samuel Kwok Hay and Mr. Chan Yuk Tong, all being independent non-executive Directors, has been formed to make a recommendation as to whether the Offer is, or is not, fair and reasonable and as to acceptance. The appointment of CIMB-GK as the independent financial adviser to advise the Independent Board Committee has been approved by the Independent Board Committee. Independent Shareholders are advised not to take any action in connection with the Offer until they have received the recommendation from the Independent Board Committee. Despatch of Composite Document The Composite Document, containing, among other matters, information relating to the Offeror, information relating to the Group, the terms of the Offer, the recommendation of the Independent Board Committee and the advice of the independent financial adviser to the Independent Board Committee in respect of the Offer, is expected to be despatched within 21 days from the date of this announcement. Disclosure Obligations In accordance with Rule 3.8 of the Takeovers Code, associates (which has the meaning ascribed to it under the Takeovers Code) of the Company and the Offeror are hereby reminded to disclose their dealings in any securities of the Company pursuant to the requirements of the Takeovers Code. Pursuant to Note 11 to Rule 22 of the Takeovers Code, stockbrokers, banks and other intermediaries 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 provisions 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 seven-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 cooperate 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. RESUMPTION OF TRADING IN SHARES At the request of the Company, trading in the Shares on the Stock Exchange was suspended with effect from 9:30 a.m. on Monday, 30 April Application has been made to the Stock Exchange for the resumption of trading in the Shares with effect from 9:30 a.m. on Wednesday, 9 May DEFINITIONS In this announcement, unless the context otherwise requires, the following terms shall have the respective meanings set out opposite to them: acting in concert has the meaning ascribed to it under the Takeovers Code 8

9 Agreement associate(s) Board BVI CIMB-GK Click Fort Company Completion Completion Date Composite Document Directors Executive Group Hercules Hong Kong Independent Board Committee Independent Shareholders the conditional sale and purchase agreement entered into on 29 April 2007 between, among others, the Vendors and the Offeror pursuant to which the Vendors have agreed to sell and the Offeror has agreed to purchase 180,000,000 Shares (being the Sale Shares) at HK$1.85 per Share (as supplemented by a supplemental agreement dated 7 May 2007) has the meaning ascribed to it under the Listing Rules the board of Directors the British Virgin Islands CIMB-GK Securities (HK) Limited, a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to the Independent Board Committee Click Fort Limited, a company incorporated in BVI and owned as to 50% by Mr. Tsang Kwong Sang, Sunny and 50% by Mr. Tsang Kwong Fai, younger brother of Mr. Tsang Kwong Sang, Sunny (both are sons of Mr. Tsang Yin, an executive Director) World Trade Bun Kee Ltd., a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange completion of the sale and purchase of the Sale Shares pursuant to the Agreement the date on which Completion takes place the composite document (with the forms of acceptance and transfer in respect of the Offer) to be issued by the Offeror and the Company to the Shareholders pursuant to the Takeovers Code directors of the Company the Executive Director of the Corporate Finance Division of SFC the Company and its subsidiaries Hercules Capital Limited, a licensed corporation to carry out Type 6 regulated activities under the SFO, the financial adviser to the Offeror the Hong Kong Special Administrative Region of the PRC an independent committee of the Board comprising Mr. Chan Yuk Ming, Mr. Wong, Samuel Kwok Hay and Mr. Chan Yuk Tong, all of whom are independent nonexecutive Directors, established to advise the Independent Shareholders in respect of the Offer Shareholders other than the Offeror and parties acting in concert with it 9

10 Jong Yee Kingsville Listing Rules Manhattan Properties Ms. Wing Offer Offer Price Jong Yee Limited, the trustee of the Jong Yee Unit Trust, all units of which are owned by the Karny Trust, the discretionary beneficiaries of which are family members of Mr. Tsang Chung Yin, an executive Director Kingsville Inc., the trustee of the Kingsville Unit Trust, all units of which are owned by the Fungming Trust, the discretionary beneficiaries of which are family members of Dr. Tsang Ngan Chung, an executive Director the Rules Governing the Listing of Securities on the Stock Exchange Manhattan Properties Limited, owned by St. George s Trust Company Limited which is the trustee of the Manhattan Trust, the discretionary beneficiaries of which are family members of Mr. Tsang Yin, an executive Director Ms. Wing Man Yi, the sole director and beneficial shareholder of the Offeror the possible unconditional mandatory cash offer made by SHK, on behalf of the Offeror, to acquire all issued Shares not already owned or agreed to be acquired by the Offeror or parties acting in concert with it in accordance with the Takeovers Code the amount of HK$1.85 payable by the Offeror to Independent Shareholders for each Share accepted under the Offer Offeror Maxable International Enterprises Limited, a company incorporated in BVI and wholly-owned by Ms. Wing On Top On Top Industrial Limited, a company incorporated in BVI and beneficially owned as to approximately 33.33% by Jong Yee, 33.33% by Kingsville, 16.67% by Manhattan Properties and the remaining 16.67% by Click Fort PRC the People s Republic of China and for the purpose of this announcement, (unless the context otherwise requires) excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan Relevant Capacity for its own account and whether through the medium of any company which is its associate (for which purpose there shall be aggregated with its and his shareholding or ability to exercise control the shares held or controlled by any of its associates) (other than as holder of not more than 5% of the issued shares or debentures of any company listed on any recognised stock exchange) or as principal, partner, director, employee, consultant or agent Sale Shares 180,000,000 Shares, representing approximately 74.43% of the issued share capital of the Company as at the date of this announcement SFC The Securities and Futures Commission of Hong Kong SFO the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) 10

11 Share(s) Shareholder(s) SHK Stock Exchange Takeovers Code Vendors share(s) of HK$0.10 each in the issued share capital of the Company holder(s) of Shares HK$ % per cent. By order of the Board Maxable International Enterprises Limited Wing Man Yi Sole Director Hong Kong, 8 May 2007 Sun Hung Kai International Limited, a licensed corporation to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, the agent to make the Offer on behalf of the Offeror The Stock Exchange of Hong Kong Limited the Hong Kong Code on Takeovers and Mergers Click Fort, Jong Yee, Kingsville, Manhattan Properties and On Top Hong Kong dollars, the lawful currency of Hong Kong By order of the Board World Trade Bun Kee Ltd. Tsang Ngan Chung Executive Director The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror, its associates and parties acting in concert with it (but including those relating to the Vendors), the terms of the Offer and the Offeror s intention regarding the Company) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those relating to the Offeror, its associates and parties acting in concert with it (but including those relating to the Vendors), the terms of the Offer and the Offeror s intention regarding the Company) have been arrived at after due and careful consideration and there are no other facts (other than those relating to the Offeror, its associates and parties acting in concert with it (but including those relating to the Vendors), the terms of the Offer and the Offeror s intention regarding the Company) not contained in this announcement, the omission of which would make any statements in this announcement misleading. The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement relating to the Offeror, its associates and parties acting in concert with it (other than those relating to the Vendors), the terms of the Offer and the Offeror s intention regarding the Company and confirm, having made all reasonable enquiries, that to the best of her knowledge, opinions expressed in this announcement relating to the Offeror, its associates and parties acting in concert with it (other than those relating to the Vendors), the terms of the Offer and the Offeror s intention regarding the Company have been arrived at after due and careful consideration and there are no other facts relating to the Offeror, its associates and parties acting in concert with it (other than those relating to the Vendors), the terms of the Offer and the Offeror s intention regarding the Company not contained in this announcement, the omission of which would make any statements in this announcement misleading. 11

12 As at the date of this announcement, the Board comprises five executive Directors, namely Mr. Tsang Chung Yin, Mr. Tsang Yin, Mr. Chan Churk Kai, Dr. Tsang Ngan Chung, and Ms. Ngai Chui Ling; and three independent non-executive Directors, namely Mr. Chan Yuk Ming, Mr. Wong, Samuel Kwok Hay and Mr. Chan Yuk Tong. As at the date of this announcement, the sole director of the Offeror is Ms. Wing Man Yi. * For identification purpose only Please also refer to the published version of this announcement in China Daily. 12