STATUTORY AND GENERAL INFORMATION

Transcription

1 A. FURTHER INFORMATION ABOUT THE COMPANY 1. Incorporation of the Company The Company was incorporated in the Cayman Islands under the Companies Law as an exempted Company with limited liability on 27 August The Company has established a place of business in Hong Kong at Portion of Unit 807, Tower 2, Lippo Centre, 89 Queensway, Hong Kong. The Company registered with the Registrar of Companies in Hong Kong as an overseas company under Part XI of the Companies Ordinance on 5 October In connection with such registration, the Company has appointed Wong Huk Yung Hudson as the authorised representative of the Company for the acceptance of service of process and notices on behalf of the Company in Hong Kong. As the Company is incorporated in the Cayman Islands, it operates subject to the Companies Law and to its constitution comprising the Articles. A summary of various provisions of the Company s constitution and certain relevant aspects of the Companies Law is set out in appendix V to this prospectus. 2. Changes in share capital of the Company (a) (b) (c) As of the date of incorporate of the Company, its authorised share capital was HK$1,000,000,000 divided into 100,000,000,000 Shares. On 27 August 2007, one subscriber Share was transferred to Pac Tech Investment Co. Ltd. in consideration of HK$0.01. On 28 August 2007, an aggregate of 11,874 Shares were allotted and issued on a pro-rata basis (taking account of the transfer of the subscriber Share) to all 13 existing shareholders of Takehigh in consideration of HK$0.01 per each Share. On 12 November 2007, the Company, all 13 existing shareholders of Takehigh and Takehigh entered into a share swap agreement, by which all shareholders of Takehigh transferred their 100% equity interest in Takehigh to the Company in consideration and exchange of the Company issuing and allotting an aggregate 938,125 Shares on a pro-rata basis to each of all 13 existing shareholders of Takehigh, and as a result of which Takehigh became a wholly-owned subsidiary of the Company. Save as disclosed in this prospectus, there has been no alteration in the share capital of the Company since its incorporation. 3. Written resolutions of the shareholders of the Company passed on 23 November 2007 (A) Pursuant to the first written resolutions passed by the shareholders of the Company on 23 November 2007, the rules of the Pre-IPO Share Option Plan were approved and adopted and the Directors were authorised, at their absolute discretion, to grant options to such persons as set out under the section headed Pre-IPO Plan Share Option Plan of this appendix and to allot, issue and deal with Shares issued pursuant thereto and to take all such steps as they consider necessary or desirable to implement the Pre-IPO Share Option Plan and to vote on any matter connected therewith notwithstanding that they or any of them may be interested in the same. VI-1

2 (B) Pursuant to the second written resolutions passed by the shareholders of the Company on 23 November 2007: (a) (b) the Company approved and adopted the Articles; conditional on (A) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares in issue and the Shares to be issued as mentioned herein (including any Shares which may be issued pursuant to the Share Offer, the Over-allotment Option, the Pre-IPO Share Option Plan and the Share Option Scheme); and (B) the agreement on the Offer Price to be determined between the Company and BNP Paribas (on its behalf and on behalf of the other Underwriters); and (C) the obligations of the Underwriters under the Underwriting Agreement becoming unconditional (including, if relevant, as a result of the waiver of any condition(s) by BNP Paribas, on behalf of the Underwriters) and not being terminated in accordance with the terms of such agreement or otherwise, in each case on or before the date determined in accordance with the terms of the Underwriting Agreement: (i) (ii) (iii) (iv) the Share Offer was approved and the Directors were authorised to approve the same and to allot and issue the Offer Shares; the Over-allotment Option was approved and the Directors were authorised to approve the same and to allot and issue any Shares which may be required to be issued if the Over-allotment Option is exercised; the rules of the Share Option Scheme were approved and adopted and the Directors were authorised, at their absolute discretion, to grant options to subscribe for Shares under the Share Option Scheme and to allot, issue and deal with Shares issued pursuant thereunder and to take all such steps as they consider necessary or desirable to implement the Share Option Scheme and to vote on any matter connected therewith notwithstanding that they or any of them may be interested in the same; and conditional upon the share premium amount of the Company being credited as a result of the Share Offer, the Directors were authorised to capitalise the amount of HK$7,590,500 standing to the credit of the share premium account of the Company to pay up in full at par 759,050,000 Shares for allotment and issue to the person(s) whose name(s) appears on the register of members of the Company at the close of business on 23 November 2007, pro-rata to its/ their then existing shareholdings in the Company and the Directors were authorised to effect the same and to allot and issue Shares pursuant thereto; (c) a general unconditional mandate was given to the Directors to exercise all the powers of the Company to allot, issue and deal with (otherwise than by way of rights issue or an issue of shares upon the exercise of the Over-allotment Option or upon exercise of any subscription or conversion rights attaching to any warrants or any securities which are convertible into Shares or pursuant to the exercise of any options which may have been or may be granted under the Pre-IPO Share Option Plan, the Share Option Scheme, any other option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or any other person of shares or rights to acquire Shares or any scrip dividend schemes or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles or a specific authority granted by the shareholders in VI-2

3 general meeting) Shares with a total nominal value not exceeding 20% of the aggregate of the total nominal value of the share capital of the Company in issue immediately following completion of the Share Offer and the Capitalisation Issue but excluding any Shares that may be issued upon exercise of the Over-allotment Option and under the Share Option Scheme, such mandate to remain in effect until whichever is the earliest of: (i) (ii) (iii) the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or the passing of an ordinary resolution of the shareholders in general meeting revoking, varying or renewing such mandate; (d) a general unconditional mandate was given to the Directors authorising them to exercise all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the Shares may be listed and which is recognised by the SFC and the Stock Exchange for this purpose such number of Shares with a total nominal value not exceeding 10% of the aggregate of the total nominal value of the share capital of the Company in issue immediately following completion of the Share Offer and the Capitalisation Issue but excluding any Shares that may be issued upon exercise of the Over-allotment Option and under the Share Option Scheme, such mandate to remain in effect until whichever is the earliest of (i) (ii) (iii) the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by the Articles or applicable laws of the Cayman Islands to be held; or the passing of an ordinary resolution of the shareholders in general meeting revoking, varying or renewing such mandate; (e) the general unconditional mandate mentioned in paragraph (c) above was extended by the addition to the aggregate nominal value of the share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company pursuant to the mandate to repurchase Shares referred to in paragraph (d) above provided that such extended amount shall not exceed 10% of the aggregate of the total nominal value of the share capital of the Company in issue immediately following completion of the Share Offer and the Capitalisation Issue but excluding any Shares that may be issued upon exercise of the Over-allotment Option and under the Share Option Scheme. 4. Corporate reorganisation The companies comprising the Group underwent a Reorganisation in preparation for the listing of the Shares on the Stock Exchange and as a result of which, the Company become the holding company of the Group. VI-3

4 A diagram showing our Group structure after the Reorganisation is set out in the section headed History and development in this prospectus. Details of the Reorganisation undertaken are as follows: Domestic restructuring By a share transfer agreement dated 2 August 2007, GDP Internet acquired 100% equity interest in Shanghai Huanyu in consideration of RMB1,000,000, which was determined with reference to the paid-up capital of Shanghai Huanyu. By a share transfer agreement dated 13 August 2007, Takehigh acquired 1% equity interest in GZP Computer from GDP Internet in consideration of RMB20,000, which was determined with reference to the paid-up capital of GZP Computer. By a share transfer agreement dated 13 August 2007, GZP Computer transferred its 90% equity interest in GZP Advertising to GDP Internet in consideration of RMB450,000, which was determined with reference to the paid-up capital of GZP Advertising. By a share transfer agreement dated 13 August 2007, E-perfect International Limited and Guangzhou Intellisoft Co., Ltd. transferred their 100% equity interest in Shanghai Pan-Pacific to Pacific E-Commerce in total consideration of US$140,000, which was determined with reference to the paid-up capital of Shanghai Pan-Pacific. Overseas restructuring On 27 August 2007, the Company was incorporated in Cayman Islands under the Companies Law as an exempt company with authorised share capital of HK$1,000,000,000 divided into 100,000,000,000 shares of HK$0.01 each, and one subscriber Share of HK$0.01 each was issued and allotted to Codan Trust Company (Cayman) Limited. On 27 August 2007, the one subscriber share of the Company was transferred to Pac Tech Investment Co. Ltd. in consideration of HK$0.01. On 28 August 2007, the Company issued and allotted 11,874 Shares of HK$0.01 each of the Company on a prorata basis to all 13 existing shareholders of Takehigh (taking account of one subscriber share already transferred to Pac Tech Investment Co. Ltd.) in consideration of HK$0.01 per Share issued and allotted. By a bought and sold note and an instrument of transfer both dated 7 September 2007, Takehigh transferred its 100% equity interest in Great China Worldwide Technology Limited to Perfect Tone Limited (1) in consideration of HK$3,897,100, which was determined with reference to the then consolidated net asset value of Great China Worldwide Technology Limited. (2) By a bought and sold note and an instrument of transfer both dated 7 September 2007, Takehigh transferred its 100% equity interest in E-perfect International Limited to Perfect Tone Limited in consideration of HK$10,000, which was determined with reference to the then net asset value of E-perfect International Limited. (2) VI-4

5 By a bought and sold note and an instrument of transfer both dated 7 September 2007, Takehigh transferred 14.29% equity interest in Pacific Digital (International) Limited to Kexim Company Limited (3) in consideration of HK$35,018, which was determined with reference to the then net asset value of Pacific Digital (International) Limited. By a bought and sold note and an instrument of transfer both dated 7 September 2007, Takehigh transferred 14.29% equity interest in Pacific Digital (International) Limited to South China Resources Development Consultants Limited (3) in consideration of HK$35,018, which was determined with reference to the then net asset value of Pacific Digital (International) Limited. By a bought and sold note and an instrument of transfer both dated 7 September 2007, Takehigh transferred its 100% equity interest in Sunny Smart International Limited to Perfect Tone Limited in consideration of HK$2, which was determined with reference to the then net asset value of Sunny Smart International Limited. By a bought and sold note and an instrument of transfer both dated 7 September 2007, Takehigh transferred its 100% equity interest in Pacific E-Commerce to Company in consideration of HK$2, which was determined with reference to the then net asset value of Pacific E-Commerce. On 12 November 2007, the Company, all then shareholders of Takehigh and Takehigh entered into a share swap agreement whereby all then shareholders of Takehigh transferred 100% equity interest in Takehigh to the Company in consideration and exchange of the Company issuing and allotting an aggregate 938,125 Shares on a prorata basis to each of the said shareholders of Takehigh. Notes: (1) Perfect Tone Limited was incorporated in the British Virgin Islands with limited liability which is an associate of Wang Ko Chiang. (2) After having completed the transfers of Great China Worldwide Technology Limited and E-perfect International Limited, the following companies were effectively transferred to Perfect Tone Limited: Guangzhou Intellisoft Co., Ltd., Guangzhou Inzhou Software Co., Ltd., Guangzhou Inqi Electronics Technology Co., Ltd., Shanghai Yingming Information Technology Consulting Co., Ltd., Shanghai Intending Information Technology Consulting Co., Ltd., Shanghai Yingyue Information Technology Consulting Co., Ltd., Shanghai Yingqi Information Technology Consulting Co., Ltd. and Shanghai Yingkang Information Technology Consulting Co., Ltd. (3) See the section headed Relationship with Controlling Shareholders in this prospectus for additional information of Kexim Company Limited and South China Resources Development Consultants Limited. 5. Changes in the share capital and shareholdings of the subsidiaries of the Company The Company s principal subsidiaries are referred to in the Accountant s Report, the text of which is set out in Appendix I to this prospectus. Takehigh (a) In March 2006, Takehigh issued and allotted 375 shares at subscription price of HK$40,000 per share to Pac Tech Investment Co. Ltd. as a result of which, the issued share capital of Takehigh increased to HK$11,875 divided into 11,875 shares of HK$1 each. VI-5

6 (b) (c) By a share swap agreement dated 12 November 2007, all 13 existing shareholders of Takehigh transferred 100% issued share capital of Takehigh to the Company in consideration and exchange of the Company issuing and allotting an aggregate 938,125 shares of HK$0.01 each of the Company on pro-rata basis to each of the said shareholders of Takehigh. As a result of which, Takehigh became a wholly owned subsidiary of the Company. Save as disclosed above, there was no change in share capital of Takehigh within two years immediately preceding the date of issue of this prospectus. GZP Computer (a) (b) On 13 August 2007, by a share transfer agreement, Takehigh acquired 1% equity interest in GZP Computer from GDP Internet in consideration of RMB20,000. Following the Reorganisation, GZP Computer became a wholly owned subsidiary of Takehigh. Save as disclosed above, there was no change in share capital of GZP Computer within two years immediately preceding the date of issue of this prospectus. GDP Internet (a) (b) (c) In December 2006, GZP Computer transferred its 50% equity interest in GDP Internet to GZ Yingxin in consideration of RMB11,000,000 and as a result of which, GDP Internet became a wholly-owned subsidiary of GZ Yingxin. After the Reorganisation, GDP Internet remained as a wholly-owned subsidiary of GZ Yingxin. Save as disclosed above, there was no change in share capital of GDP Internet within two years immediately preceding the date of issue of this prospectus. Pacific E-Commerce (a) (b) On 9 January 2006, Lam Wai Yan and Ho Kam Wah transferred 100% equity interest in Pacific E-Commerce to Takehigh in consideration of HK$2. On 7 September 2007, Takehigh transferred its 100% equity interest in Pacific E-Commerce in consideration of HK$2 and Pacific E-Commerce became a whollyowned subsidiary of the Company as a result of the Reorganisation. (c) Save as disclosed above, there was no change in share capital of Pacific E-Commerce within two years immediately preceding the date of issue of this prospectus. Shanghai Pan-Pacific (a) On 29 December 2006, Shanghai Pan-Pacific was established as a limited company under the laws of the PRC. Upon its incorporation, the registered capital of Shanghai Pan-Pacific was US$140,000 (equivalent to approximately RMB1,050,000) which was owned as to 1% by Guangzhou Intellisoft Co., Ltd. and 99% by E-perfect International Limited, respectively. VI-6

7 (b) (c) (d) In January 2007, E-perfect International Limited transferred its 74% equity interest in Shanghai Pan-Pacific to Guangzhou Intellisoft Co., Ltd in consideration of US$138,600 (equivalent to approximately RMB1,039,500), and as a result of which, Shanghai Pan-Pacific was owned as to 75% by Guangzhou Intellisoft Co., Ltd. and 25% by E-perfect International Limited, respectively. On 13 August 2007, E-perfect International and Guangzhou Intellifsoft Co., Ltd. transferred their 100% equity interest in Shanghai Pan-Pacific to Pacific E-Commerce in total consideration of US$140,000 (equivalent to approximately RMB1,050,000). After the Reorganisation, Shanghai Pan-Pacific became a whollyowned subsidiary of Pacific E-Commerce. Save as disclosed above, there was no change in share capital of Shanghai Pan-Pacific within two years immediately preceding the date of issue of this prospectus. GZP Advertising (a) (b) (c) In August 2006, GDP Internet transferred its 41% equity interest in GZP Advertising to GZP Computer in consideration of RMB205,000. Thereafter, the registered capital of GZP Advertising was owned as to 90% by GZP Computer and 10% by GDP Internet, respectively. On 13 August 2007, GDP Internet acquired 90% equity interest in GZP Advertising in the consideration of RMB450,000. After the Reorganisation, GZP Advertising became a wholly-owned subsidiary of GDP Internet. Save as disclosed above, there was no change in share capital of GZP Advertising within two years immediately preceding the date of issue of this prospectus. Shanghai Huanyu (a) (b) (c) (d) (e) On 18 January 2007, Shanghai Huanyu was established as a limited company under the laws of the PRC. Upon its incorporation, the registered capital of Shanghai Huanyu was RMB1,000,000 which was owned as to 50% by (Shanghai Pacific Electronic Consulting Co, Ltd.*) and 50% by (Shanghai Huanyu Pacific Digital Consulting Co., Ltd.*), respectively. In January 2007, Shanghai Pacific Electronic Consulting Co., Ltd. and Shanghai Huanyu Pacific Digital Consulting Co., Ltd. transferred altogether 100% equity interest in Shanghai Huanyu to GZ Yingxin in consideration of RMB1,000,000. In April 2007, GZ Yingxin transferred its 100% equity interest in Shanghai Huanyu to (Shanghai Huanyu Pacific Digital Market Management Co., Ltd.*) in consideration of RMB1,000,000. On 2 August 2007, GDP Internet acquired 100% equity interest in Shanghai Huanyu in consideration of RMB1,000,000. After the Reorganisation, Shanghai Huanyu became a wholly-owned subsidiary of GDP Internet. Save as disclosed above, there was no change in share capital of Shanghai Huanyu within two years immediately preceding the date of issue of this prospectus. VI-7

8 GZ Yingxin (a) (b) Immediately before and after the Reorganisation, the registered capital of GZ Yingxin was owned as to 40% by Zhang Cong Min, 30% by Lu Wu Qing and 30% by Fan Zheng Chun, respectively. Save as disclosed above, there was no change in the share capital of GZ Yingxin within two years immediately preceding the date of issue of this prospectus. Save as disclosed above, there has been no alteration in the share capital and shareholdings of the subsidiaries of the Company within the two years immediately preceding the date of this prospectus. 6. Repurchase of its own securities by the Company This section includes information required by the Stock Exchange to be included in this prospectus concerning the repurchase by the Company of its own securities: (a) Provisions of the Listing Rules The Listing Rules permit companies whose primary listing is on the Main Board to repurchase their securities on the Stock Exchange subject to certain restrictions, a summary of which is set out below: (i) Shareholders approval All proposed repurchases of securities, which must be fully paid up in the case of shares, on the Stock Exchange by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution of shareholders, either by way of a general mandate or by a specific approval of a particular transaction. Note: Pursuant to a written resolution passed by all the shareholders of the Company on 23 November 2007, a general unconditional mandate ( repurchase mandate ) was granted to the Directors authorising them to exercise all powers for and on behalf of the Company to repurchase its Shares on the Stock Exchange, or on any other approved stock exchange on which the securities of the Company may be listed and which is recognised by the SFC and the Stock Exchange for this purpose, with an aggregate nominal value not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue immediately following completion of the Share Offer and Capitalisation Issue (but excluding any Shares which may be allotted and issued pursuant to the exercise of the Over-allotment Option) at any time until the conclusion of the next annual general meeting of the Company, the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held or when such mandate is revoked, varied or renewed by an ordinary resolution of the shareholders of the Company in a general meeting, whichever is the earliest. VI-8

9 (ii) Source of funds Any repurchase by a company may only be funded out of funds legally available for such purpose in accordance with its memorandum and articles of association, the applicable laws of the Cayman Islands and the Listing Rules. A company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time. (iii) Shares to be repurchased The Listing Rules provide that the shares which are proposed to be repurchased by a company must be fully paid up. (b) Reasons for repurchases The Directors believe that it is in the best interests of the Company and the shareholders for the Directors to have a general authority from the shareholders to enable the Company to repurchase the Shares in the market. Repurchases of the Shares will only be made when the Directors believe that such repurchases will benefit the Company and the shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. (c) Exercise of the purchase mandate Exercise in full of the purchase mandate on the basis of 950,000,000 Shares in issue immediately after the listing of the Shares (assuming the Over-allotment option is not exercised and no options granted under the Pre-IPO Share Option Plan or the Share Option Scheme are exercised) could accordingly result in up to 95,000,000 Shares being purchased by the Company during the period prior to (1) the conclusion of the next annual general meeting of the Company; (2) the expiration of the period within which the next annual general of the Company is required by Cayman Islands law or the Articles; or (3) the revocation or variation of the purchase mandate by ordinary resolution of shareholders in a general meeting, whichever occurs first. (d) Funding of repurchases Repurchase pursuant to the repurchase mandate would be financed out of funds of the Company legally available for such purpose in accordance with its memorandum of association and the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Directors consider that, if the repurchase mandate were to be exercised in full, it might have a material adverse effect on the working capital and/ or the gearing position of the Company as compared with the position disclosed in this prospectus. However, the Directors do not propose to exercise the repurchase mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels. VI-9

10 (e) Director s undertaking The Directors have undertaken to the Stock Exchange that, they will exercise the power of the Company to make purchases of the Company s securities in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the Articles. (f) Disclosure of interests None of the Directors or, to the best of their knowledge, having made all reasonable enquiries, any of their respective associates, as defined in the Listing Rules, has any present intention to sell any Shares to the Company or its subsidiaries. No connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell Shares to the Company, or has undertaken not to do so, if the repurchase mandate is exercised. (g) Takeovers Code consequences If, as a result of a securities repurchase pursuant to the repurchase mandate, a shareholder s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a shareholder, or a group of shareholders acting in concert, depending on the level of increase of shareholders interest, could obtain or consolidate control of the company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase. Exercise in full of the Repurchase Mandate would result in an increase in the percentage of the Shares held by Lam Wai Yan from 27.01% to approximately 30.01% and Lam Wai Yan would be obliged to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which may arise under the Takeovers Code if the repurchase mandate is exercised. The Directors have no present intention to exercise the repurchase mandate to such an extent as would result in takeover obligations under the Takeovers Code. B. FURTHER INFORMATION ABOUT THE BUSINESS OF THE GROUP 1. Summary of 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 prospectus and are or may be material: (a) a share subscription agreement dated 26 March 2006 between Takehigh and Pac Tec Investment Co. Ltd., pursuant to which Pac Tec Investment Co. Ltd. agreed to subscribe for 375 shares of HK$1.00 each in the share capital of Takehigh at a consideration of HK$15,000,000 (equivalent to approximately RMB14,285,714); VI-10

11 (b) (c) (d) (e) a domain name transfer agreement dated 1 June 2007 between GZP Computer and GDP Internet, for transfer of domain names, including pcfinance.cn, pctravel.cn, pcfin.cn, pcfinance.com.cn, pcfin.com.cn, pctravel.com.cn,.,.cn,. /.cn,. /.cn,. /.cn,. /.cn,. /.cn,. /.cn,. /.cn, pcjob.com.cn,.,., pconline.cn, pcauto.cn, pcbyte.com.cn, pcprices.com.cn, pcb2c.com.cn, pcb2b.com.cn,. /.cn,. /.cn,. /.cn, pcmoney.cn, pcmoney.com.cn, pcclubs.cn, pcclubs.com.cn, pcvideo.com.cn, pcmusic.com.cn, pckids.com.cn, pchardware.com.cn, pcdownload.com.cn, pcnews.com.cn, pctoy.com.cn, pcedu.com.cn, pcsms.com.cn, pcsearch.com.cn, pc.com.cn, pconline.com.cn, pcgames.com.cn, pclady.com.cn, pcauto.com.cn, from GZP Computer to GDP Internet at nil consideration; a registered trademark transfer agreement dated 12 July 2007 between Takehigh and GDP Internet, for transfer of certain trademarks registered in the PRC from Takehigh to GDP Internet at nil consideration; Trademark transfer (pending registration) agreement dated 12 July 2007 between Takehigh and GDP Internet, for transfer of certain non-material trademarks which are in application for registration in the PRC from Takehigh to GDP Internet, for nil consideration; a share transfer agreement dated 2 August 2007, by which GDP Internet acquired 100% equity interest in Shanghai Huanyu in consideration of RMB1,000,000, which was determined with reference to the paid-up capital of Shanghai Huanyu; (f) a share transfer agreement dated 13 August 2007, by which Takehigh acquired 1% equity interest in GZP Computer from GDP Internet in consideration of RMB20,000; (g) a share transfer agreement dated 13 August 2007, by which GZP Computer transferred its 90% equity interest in GZP Advertising to GDP Internet in consideration of RMB450,000; (h) (i) (j) (k) a share transfer agreement dated 13 August 2007, by which E-perfect International Limited and Guangzhou Intellisoft Co., Ltd. transferred their 100% equity interest in Shanghai Pan-Pacific to Pacific E-Commerce in total consideration of US$140,000 (equivalent to approximately RMB1,050,000); a bought and sold note dated 7 September 2007, by which Takehigh transferred its 100% equity interest in Great China Worldwide Technology Limited to Perfect Tone Limited in consideration of HK$3,897,100 (equivalent to approximately RMB3,711,524); an instrument of transfer dated 7 September 2007, by which Takehigh transferred its 100% equity interest in Great China Worldwide Technology Limited to Perfect Tone Limited in consideration of HK$3,897,100 (equivalent to approximately RMB3,711,524); a bought and sold note dated 7 September 2007, by which Takehigh transferred its 100% equity interest in E-perfect International Limited to Perfect Tone Limited in consideration of HK$10,000; VI-11

12 (l) (m) (n) (o) (p) (q) (r) an instrument of transfer dated 7 September 2007, by which Takehigh transferred its 100% equity interest in E-perfect International Limited to Perfect Tone Limited in consideration of HK$10,000; a bought and sold note dated 7 September 2007, by which Takehigh transferred 14.29% equity interest in Pacific Digital (International) Limited to Kexim Company Limited in consideration of HK$35,018; an instrument of transfer dated 7 September 2007, by which Takehigh transferred 14.29% equity interest in Pacific Digital (International) Limited to Kexim Company Limited in consideration of HK$35,018; a bought and sold note dated 7 September 2007, by which Takehigh transferred 14.29% equity interest in Pacific Digital (International) Limited to South China Resources Development Consultants Limited in consideration of HK$35,018; an instrument of transfer dated 7 September 2007, by which Takehigh transferred 14.29% equity interest in Pacific Digital (International) Limited to South China Resources Development Consultants Limited in consideration of HK$35,018; a bought and sold note dated 7 September 2007, by which Takehigh transferred its 100% equity interest in Sunny Smart International Limited to Perfect Tone Limited in consideration of HK$2; an instrument of transfer dated 7 September 2007, by which Takehigh transferred its 100% equity interest in Sunny Smart International Limited to Perfect Tone Limited in consideration of HK$2; (s) a bought and sold note dated 7 September 2007, Takehigh transferred its 100% equity interest in Pacific E-Commerce to Company in consideration of HK$2; (t) an instrument of transfer dated 7 September 2007, Takehigh transferred its 100% equity interest in Pacific E-Commerce to Company in consideration of HK$2; (u) (v) (w) a share swap agreement dated 12 November 2007 between the Company and the Controlling Shareholders and the other shareholders of the Company; an amended and restated loan agreement dated 23 November 2007 between Takehigh and the GZ Yingxin Shareholders, for a loan in the total amount of RMB5.7 million, by which the GZ Yingxin Shareholders may only use the loan for initial working capital in connection with a domestic company engaged in the Internet content/information services provision business for a term of 10 years. a call option agreement dated 23 November 2007 between GZP Computer and GZ Yingxin, the GZ Yingxin Shareholders and GDP Internet, by which GZP Computer was entitled to exercise an exclusive and irrevocable option to purchase (i) all or any of the equity interests held by the GZ Yingxin Shareholders in GZ Yingxin and/or (ii) all or any of the equity interests held by GZ Yingxin in GDP Internet at the lowest price permitted under the PRC law. VI-12

13 (x) a share pledge agreement dated 23 November 2007 between GZP Computer, the GZ Yingxin Shareholders, GZ Yingxin and GDP Internet, by which GZP Computer is granted a continuing first priority security interest over the respective equity interests of the GZ Yingxin Shareholders in GZ Yingxin and GZ Yingxin in GDP Internet to secure the obligations of GZ Yingxin and GDP Internet under the technical support agreement, the information consulting agreement and the strategic co-operation agreement; (y) a domain name pledge agreement dated 23 November 2007 by GDP Internet in favour of GZP Computer, pursuant to which GDP Internet has agreed to pledge all of its domain names to GZP Computer in order to secure its obligations under the technical support agreement and information consulting agreement; (z) a technical support agreement dated 23 November 2007 between GZP Computer and GDP Internet, by which GZP Computer agreed to provide technical support consulting services to GDP Internet in return for payment of a fixed annual consultancy services fee, a monthly floating fee to be mutually agreed between the parties, calculated on the basis of the scope of consulting services rendered and time incurred to provide such services; (aa) an information consulting agreement dated 23 November 2007 between GZP Computer and GDP Internet, by which GZP Computer agreed to provide information consulting services to GDP Internet in return for payment of a fixed annual consultancy services fee, a monthly floating fee to be mutually agreed between the parties, calculated on the basis of the scope of consulting services rendered and time incurred to provide such services; (bb) an strategic co-operation agreement dated 23 November 2007 between GZP Computer, GDP Internet, GZ Yingxin and the GZ Yingxin Shareholders, pursuant to which GZP Computer agreed to act as a guarantor from any obligations undertaken by GDP Internet in any business related contract, in return, GDP Internet and GZ Yingxin agreed to appoint individuals nominated by GZP Computer to the management team; (cc) the deed of non-competition undertaking dated 23 November 2007 given by Zhang Cong Min in favour of the Company; (dd) the deed of non-competition undertaking dated 23 November 2007 given by Lu Wu Qing in favour of the Company; (ee) the deed of non-competition undertaking dated 23 November 2007 given by Fan Zeng Chun in favour of the Company; (ff) the deed of indemnity dated 23 November 2007 given by Lam Wai Yan, Wang Ko Chiang and Ho Kam Wah in favour of the Group containing the indemnities in respect of taxation and Internet Publishing referred to in paragraph head Deed of Indemnity under the section headed Other information in this Appendix; and (gg) the Hong Kong Underwriting Agreement. VI-13

14 2. Intellectual property (a) Trademarks (i) As of the Latest Practicable Date, the Group has registered the following trademarks (1) : Trademark content Place of Registration Registration Number Class Effective Date Registered Owner PCONLINE PRC From 21 May 2002 to 20 May 2012 (, ) PRC From 7 July 2004 to 6 July 2014 PRC From 21 June 2007 to 20 June 2017 GDP Internet GDP Internet GDP Internet (.COM.CN ) PRC From 21 June 2007 to 20 June 2017 GDP Internet (.COM.CN ) PRC From 21 June 2007 to 20 June 2017 GDP Internet (.COM.CN ) PRC From 21 June 2007 to 20 June 2017 GDP Internet (.COM.CN ) (.COM.CN ) (.COM.CN ) Note: PRC June 2007 to 20 June 2017 PRC June 2007 to 20 June 2017 GDP Internet GDP Internet (1) Pursuant to the registered trademark transfer agreement dated 12 July 2007 entered into between Takehigh and GDP Internet, Takehigh agreed to transfer the above registered trademarks that are material to the Group s operations to GDP Internet at nil consideration. The transfer of the above 8 registered trademarks relevant to GDP Internet s operation from Takehigh has been verified by Trademark Office of SAIC and thus GDP Internet has become the registered owner of the above trademarks. VI-14

15 (ii) As of the Latest Practicable Date, the Group has applied for registration of the following trademarks, but the registration of which has not been granted: Trademark content Place of Application Application Number Application Date Class Applicant PRC October GDP Internet PRC October GDP Internet PRC October GDP Internet PRC November GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) PRC May GDP Internet (1) HK September ,36,38, 41 and 42 Takehigh Note: (1) Pursuant to trademark transfer (pending registration) agreement dated 12 July 2007 entered into between Takehigh and GDP Internet, Takehigh agreed to transfer the trademark (pending registration) to GDP Internet at nil consideration. The transfer of the above 11 trademarks (pending registration) relevant to GDP Internet s operation from Takehigh has been verified by Trademark Office of SAIC and thus GDP Internet has become the applicant for the above trademarks pending registration. VI-15

16 (2) As advised by the PRC legal adviser of the Company, the Group s business operation is in compliance with the MII Notice in aspects that GDP Internet owns the above trademarks (including those pending registration) for its operations. Details of the PRC legal opinion are set out in the section headed Regulations. (3) GDP Internet has submitted the marks for application of registration at the Trademark Office of SAIC. The notice of acceptance of application has not been issued at the date of issue of prospectus. (b) Domain names As of the Latest Practical Date, the Group has registered the following domain names: Domain Names Date of Registration Expiry Date Registered Owner 3conline.com 3 September September 2008 GDP Internet intel-modding.com 11 May May 2008 GZP Computer pcvideo.com.cn 14 August August 2008 GDP Internet pcmusic.com.cn 14 August August 2008 GDP Internet pchardware.com.cn 24 August August 2008 GDP Internet pcdownload.com.cn 24 August August 2008 GDP Internet pcnews.com.cn 24 August August 2008 GDP Internet pctoy.com.cn 7 September September 2008 GDP Internet pcedu.com.cn 15 September September 2008 GDP Internet pcsms.com.cn 17 September September 2008 GDP Internet pcsearch.com.cn 17 September September 2008 GDP Internet pcfinance.cn 9 December December 2007 GDP Internet pctravel.cn 9 December December 2007 GDP Internet pcfin.cn 9 December December 2007 GDP Internet pcfinance.com.cn 9 December December 2007 GDP Internet pcfin.com.cn 9 December December 2007 GDP Internet pctravel.com.cn 9 December December 2007 GDP Internet pcjob.com.cn 26 January January 2008 GDP Internet pcbyte.com.cn 31 March March 2008 GDP Internet pcprices.com.cn 1 April April 2008 GDP Internet pcb2c.com.cn 6 April April 2008 GDP Internet pcb2b.com.cn 6 April April 2008 GDP Internet 23 April April 2008 GDP Internet 23 April April 2008 GDP Internet 26 April April 2008 GDP Internet pcmoney.cn 13 May May 2008 GDP Internet pcmoney.com.cn 13 May May 2008 GDP Internet pcgames.com.cn 14 August August 2011 GDP Internet pcauto.com.cn 7 December December 2012 GDP Internet pclady.com.cn 15 August August 2012 GDP Internet VI-16

17 Domain Names Date of Registration Expiry Date Registered Owner pckids.com.cn 15 August August 2008 GDP Internet / 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 5 January January 2008 GDP Internet 9 March March 2008 GDP Internet 6 November March 2008 GDP Internet pconline.cn 24 March March 2008 GDP Internet pcauto.cn 31 March March 2008 GDP Internet pc.com.cn 21 October October 2009 GDP Internet pconline.com.cn 17 March March 2011 GDP Internet pcclubs.com.cn 18 June June 2008 GDP Internet pcclubs.cm 22 June June 2008 GDP Internet pchouse.com.cn 21 November November 2008 GDP Internet 31 October October 2008 GDP Internet (c) Websites As of the Latest Practicable Date, the Group has registered the following websites: Website Expiry Date ( ) 27 April 2013 ( ) 27 April 2013 ( ) 27 April 2013 ( ) 13 September 2008 ( ) 20 October 2013 ( ) 20 October 2012 ( ) 20 October 2012 ( ) 20 October 2012 ( ) 5 November 2013 ( ) 12 November 2012 ( ) 24 February 2013 ( ) 15 April 2009 VI-17

18 (d) Software copyright As of the Latest Practicable Date, the Group has registered the following software copyright in the PRC: Name Class of Copyright Registration Number Date of Issue Computer Software 2006SR June 2006 Computer Software 2007SR April 2007 Computer Software 2007SR April Further information about the Group s PRC establishments The Company has the following subsidiaries established in the PRC, the basic information of which as of the Latest Practicable Date are set out below: (a) (b) (c) GZP Computer (i) Corporate nature : wholly foreign owned enterprise (ii) Shareholder : Takehigh (iii) Registered capital : RMB2,000,000 (iv) Term of operation : 20 years, from 7 November 1997 to 7 November 2017 (v) Scope of business : Research and development of information technology, network engineering and computer software, provision of after-sale and computer information consultation services, market research and sale of products (vi) Legal representative : Zhang Cong Min (vii) Board of directors : Lam Wai Yan, Ho Kam Wah, Zhang Cong Min and Wang Jeff Da-Shin GZ Yingxin (i) Corporate nature : limited liability company (ii) Shareholder : (a) Zhang Cong Min as to 40% of registered capital (b) Lu Wu Qing as to 30% of the (c) registered capital Fan Zeng Chun as to 30% of the registered capital (iii) Registered capital : RMB5,700,000 (iv) Date of incorporation : 25 November 2003 (v) Scope of business : Promotion of computer technology (vi) Legal representative : Lu Wu Qing (vii) Board of directors : There is no board of directors GDP Internet (i) Corporate nature : limited liability company (ii) Shareholder : GZ Yingxin (iii) Registered capital : RMB5,500,000 (iv) Date of incorporation : 27 November 2002 VI-18

19 (d) (e) (f) (v) Scope of business : Information service business (limited to Internet information service and telecommunication information service, with effective until 29 June 2011) development and research of network information, network engineering and computer software, sale of computer hardware and software, after-sale services and product sale strategic, provision of Internet information services (vi) Legal representative : Zhang Cong Min (vii) Board of directors : There is no board of directors GZP Advertising (i) Corporate nature : limited liability company (ii) Shareholder : GDP Internet (iii) Registered capital : RMB500,000 (iv) Date of incorporation : 24 March 1998 (v) Scope of business : Design, production, distribution of advertising, marketing research, advertisement strategic, advertising effect analysis and exhibition design (vi) Legal representative : Zhang Cong Min (vii) Board of directors : There is no board of directors Shanghai Pan-Pacific (i) Corporate nature : wholly foreign owned enterprise (ii) Shareholder : Pacific E-Commerce (iii) Registered capital : USD140,000 (iv) Term of operation : 30 years, from 29 December, 2006 to 28 December 2036 (v) Scope of business : Research, development and manufacture of computers, multimedia and network software, provision of after-sales services and consultancy of computer and related IT products (vi) Legal representative : Lam Wai Yan (vii) Board of directors : Lam Wai Yan, Zhang Cong Min and Wang Jeff Da-Shin Shanghai Huanyu (i) Corporate nature : limited liability company (ii) Shareholder : GDP Internet (iii) Registered capital : RMB1,000,000 (iv) Term of operation : 30 years, from 18 January 2007 to 17 January 2037 (v) Scope of business : Development of computer network engineering, computer network information technology, computer software and hardware; sale of products, electronic facilities, ITrelated products; marketing sales strategic planning (vi) Legal representative : Zhang Cong Min (vii) Board of directors : There is no board of directors VI-19

20 C. FURTHER INFORMATION ABOUT DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND EXPERTS 1. Directors and senior management The Directors confirm that immediately following completion of the Global Offering and the Capitalisation Issue (assuming that the Over-allotment Option is not exercised), the interests and short positions of the Directors and the chief executive in the Shares, underlying Shares and debenture of the Company or any associated corporation (within the meaning of Part XV of the SFO) which will 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 in which they are taken or deemed to have under such provisions), or which will be required, pursuant to section 347 of the SFO or the Model Code for Securities Transactions by Directors of Listed Companies in the Listing Rules to be notified to the Company and the Stock Exchange, or which will be required, pursuant to section 352 of the SFO to be entered in the register referred to therein, once the Shares are listed, are as follows: Long position in the Shares of the Group Long/short Name position Lam Wai Yan (1)... Long Position Ho Kam Wah (2)... Long Position Tsung Shih Kin Long Samuel (3)... Position Zhang Cong Min (4)... Long Position Zhang Cong Min... Long Position Lu Wu Qing... Long Position Fan Zeng Chun... Long Position Notes: Name of the members of the Group Pacific Online Limited Pacific Online Limited Pacific Online Limited Pacific Online Limited GZ Yingxin GZ Yingxin GZ Yingxin Capacity/ Nature of interest Number of Shares (immediately after completion of the Global Offering but without taking into account the exercise of the Overallotment Option) Approximate percentage of shareholding (immediately after completion of the Global Offering but without taking into account the exercise of the Overallotment Option) Interest of a controlled corporation 256,576, % Interest of a controlled corporation 86,016, % Beneficial owner 3,013, % Beneficial owner 15,876, % Beneficial owner 40% Beneficial owner 30% Beneficial owner 30% (1) The Shares are held by Pac Tech Investment Co. Ltd., a company incorporated in the British Virgin Islands, the entire issued capital of which is beneficially owned by Lam Wai Yan, one of the Controlling Shareholders, chairman, chief executive officer and executive Director of the Company. (2) The Shares are held by Treasure Field Holdings Limited, a company incorporated in the British Virgin Islands, 80% of the issued share capital of which is beneficially owned by Ho Kam Wah, one of the Controlling Shareholders and executive Director of the Company and 20% of the issued share capital of which is owned by Yeung Yuk Chun, the spouse of Ho Kam Wah. (3) Tsung Shih Kin Samuel holds 3,013,000 options granted under the Pre-IPO Share Option Plan, which entitles him to subscribe for 3,013,000 Shares, subject to the terms and conditions of the Pre-IPO Share Option Plan. (4) Zhang Cong Min holds 15,876,000 options granted under the Pre-IPO Share Option Plan, which entitles her to subscribe for 15,876,000 Shares, subject to the terms and conditions of the Pre-IPO Share Option Plan. VI-20