CORPORATE AND SHAREHOLDING STRUCTURE OF OUR GROUP BEFORE THE COMPLETION OF THE PLACING The following diagram illustrates the corporate and shareholding structure of our Group immediately before the Placing. Details of the shareholdings of our Company immediately before the Placing is set out in the paragraph headed Information of investors below: Yu Dennis Won Kong Mr. Sin Far East Holdings International Chan Boon Ho Peter Allan Yap Wong Hoi Chi Chan Koon Wa Wong Ching Ping Alex Leung Cheuk Chi Maria Chan Kwok Yee Leung Sing Yum Pui Strong Choice (Holding) Wong Chun Hing 33% 67% 50% 50% Enhance Pacific Best Year Enterprises Tse Young Lai Power Profit Far East Win Action Nation Field Tam Yuk Ching Jenny Top Stanton Holdings Easy Finance Management Tsang Kai Kin Clinton Choy Sze Chung Jojo Capital Top Gainyear Holdings Union Nation Firstcorp Group Jade Wing Rise Day 2.45% 26.41% 14.33% 11.09% 8.00% 6.72% 5.55% 5.12% 3.52% 3.25% 3.20% 2.13% 1.92% 1.30% 1.28% 0.53% 3.20% Our Company* First Consortium # First Credit^ Honour Event # Techlink^ Note: # incorporated in the BVI, the principal business of First Consortium is investment holding and Honour Event has been inactive since its incorporation * incorporated in the Cayman Islands, whose principal business is investment holding ^ incorporated in Hong Kong, the principal business of Techlink is investment holding and the principal business of First Credit is money lending & listed on the Main Board of the Stock Exchange 89
HISTORY Our Company, through First Consortium, wholly owns the equity interest in our subsidiaries, namely First Credit, Honour Event and Techlink. First Consortium was incorporated on 18 December 2006 and was the holding company of our Group before the Reorganisation. The formation of our business was conceived by Mr. Sin, who has been in the banking and finance field for approximately 28 years. Mr. Sin believes there is market potential for money lenders who target market segments which are not the focus of bank lenders. Since April 2007, in order to expand the shareholder and capital base of our Group, we, led by Mr. Sin, have procured a group of investors to participate in the equity of First Consortium through a series of share issuance and allotment, raising approximately HK$106 million and HK$48 million of equity in 2007 and 2008 respectively as detailed in the paragraph headed Corporate development below. The said group of investors comprised various shareholders who have acquired and held the shares of First Consortium (then our Shares after the Reorganisation) for investment purposes. The group of investors consisted mainly of Mr. Sin s personal and business contacts, as well as, subsequent referrals of the interested investors. Except for Mr. Sin, all existing Shareholders did not participate in the day-to-day operations of our money lending business during the Track Record Period. Save for (i) Mr. Sin, (ii) Mr. Choy Sze Chung Jojo, an existing Shareholder who has acted as a director of First Consortium from 10 January 2008 to 24 August 2009 and (iii) Mr. Tsang Kai Kin Clinton, Ms. Tam Yuk Ching Jenny, Ms. Wong Hoi Chi and Mr. Yum Pui, all being existing Shareholders or the ultimate beneficial owners of existing Shareholders who have also acted as directors of First Consortium from 10 January 2008 till 28 October 2010, the remaining group of Shareholders were passive investors throughout their investment period in our Group. Mr. Tsang Kai Kin Clinton, Ms. Tam Yuk Ching Jenny, Ms. Wong Hoi Chi and Mr. Yum Pui had resigned as directors of First Consortium in October 2010 in accordance with our plan to streamline the Group s boards in preparation for the Listing and due to their respective personal or business engagements. In this connection, there is no group of controlling shareholders for the purpose of Rules 11.12A(2) and 19.45 of the GEM Listing Rules as each Shareholder is an independent financial investor to our Group and acts independently in exercising his/her/its rights as a Shareholder. Throughout the Track Record Period, certain passive investors have acquired and sold the shares of First Consortium or our Shares as detailed in the paragraph headed Corporate development below. Our key management during the Track Record Period is as follows: 2008 2009 2010 May 2011 Mr. Sin Mr. Sin Mr. Sin Mr. Sin Mr. Tsang Mr. Tsang Mr. Tsang Mr. Tsang Mr. Leung Wai Hung Mr. Leung Wai Hung Mr. Leung Wai Hung Mr. Leung Wai Hung Ms.HoSiuMan Ms.HoSiuMan Ms.HoSiuMan Ms.HoSiuMan For details of their background and experience, please refer to the paragraph headed Board of directors under the section headed Directors, senior management and employees. 90
First Credit is the principal operating subsidiary of our Group and was incorporated on 18 December 2006 with limited liability in Hong Kong. First Credit commenced the money lending operations on 26 June 2007 when our Mong Kok branch first received its money lenders licence from the licensing court. First Credit further obtained endorsement for operation from the licensing court to run branches in Causeway Bay, Tsuen Wan, Sai Kung and Central on 9 October 2007, 9 October 2007, 25 March 2008 and 29 September 2009 respectively. We have been able to renew our money lenders licence every year since our commencement of business. Our current money lenders licence for all of our five branches was renewed on 26 June 2011 and will be valid until 26 June 2012. Techlink is an investment holding company and its primary assets include: (i) the properties located at Units 905 911, 9th Floor, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong, which were acquired by our Group on 17 July 2009, and (ii) Factory Unit B, 4th Floor, Cantake Factory Building, No. 172 Wai Yip Street, Kowloon, Hong Kong, which was acquired by our Group on 10 May 2010. Techlink has no other business operation since its incorporation other than holding the said properties. Honour Event has not commenced any business operation since its incorporation up to the Latest Practicable Date and is currently inactive. Our Group initially intended to use Honour Event as the holding company of Expand Pacific as mentioned below. During the Track Record Period, our Group had acquired two subsidiaries, namely Expand Pacific and Head Return, from Mr. Sin and Best Year Enterprises, which our Group initially intended to use to start our securities and mortgage referral businesses. The plan did not materialise and our Group subsequently disposed the said subsidiaries to Mr. Sin and Mr. Tsang. The details of the acquisitions and disposals of the said subsidiaries are set out in the paragraph headed Acquisitions and disposals of subsidiaries by First Consortium and Honour Event below. The details of the formation and the change in shareholding of our Group companies are set out in the paragraph headed Corporate development below. CORPORATE DEVELOPMENT Our Company Our Company was incorporated under the Companies Law in the Cayman Islands as an exempted company with limited liability on 9 March 2009. Our Company has become the holding company of our Group through the acquisition of the entire issued share capital of First Consortium in April 2009, details of which are set out in the paragraph headed The Reorganisation in this section. The following set forth the corporate development of the subsidiaries of our Company before the Reorganisation since their respective dates of establishment or incorporation. 91
First Consortium First Consortium was incorporated in the BVI as a limited liability company on 18 December 2006. Upon its incorporation, its authorised share capital was US$300,000,000 divided into 300,000,000 ordinary shares of US$1.00 each, of which one ordinary share was allotted and issued to Mr. Sin for cash at par. On 6 August 2007, one ordinary share of First Consortium was transferred from Mr. Sin to Best Year Enterprises for cash at par. On the same date, First Consortium issued and allotted 13,589,741 ordinary shares to a group of investors for cash at par, details of the allotment are set out in the table below. On 17 March 2008, First Consortium issued and allotted 1,153,846 ordinary shares to Mr. Tse Young Lai, a personal friend of Mr. Sin, at a consideration of US$1,442,307.50 or US$1.25 per ordinary share. The issue price was based on arm s length negotiations between First Consortium and Mr. Tse Young Lai. On 5 May 2008, additional capital was raised by First Consortium through issuance and allotment of 1,282,051 ordinary shares to new shareholders, namely, Rise Day, Jade Wing and Enhance Pacific at a consideration of US$869,231.03, US$144,871.65 and US$434,614.95 respectively, among which Enhance Pacific is wholly-owned by Mr. Sin. The consideration translates into US$1.13 per ordinary share. The issue price was based on arm s length negotiations between First Consortium and the aforesaid subscribers. Jade Wing and Rise Day are owned by Mr. Wong Chun Hing, who is a friend of Mr. Sin. On 25 August 2008, Nutriplus Cosmetics International, a wholly-owned subsidiary of B. A. L. Holdings (now known Unlimited Creativity Holdings, a company listed on GEM, stock code: 8079) and a shareholder of First Consortium, disposed of its entire holding of 3,205,129 ordinary shares in the capital of First Consortium to (i) Ms. Tam Yuk Ching Jenny (384,615 ordinary shares); (ii) Top Stanton Holdings (384,615 ordinary shares); (iii) Mr. Tse Young Lai (1,153,847 ordinary shares) and (iv) Nation Field (1,282,052 ordinary shares) at a consideration of HK$3,480,000, HK$3,480,000, HK$10,440,000 and HK$11,600,000 respectively. Except for Nation Field, the purchasers of these shares were existing shareholders of First Consortium. The consideration, which translates into approximately US$1.16 per ordinary share, was determined among the seller and buyers based on arm s length negotiations. Nation Field is owned by Mr. Allan Yap who is a friend of Mr. Sin. On 26 August 2008, additional capital was raised by First Consortium through issuance and allotment of 3,205,128 ordinary shares to the existing shareholders of First Consortium for cash at par, details of the allotment are set out in the table below. 92
The following table summarises the changes in shareholding of First Consortium since its incorporation up to 25 April 2009, the date immediately before the Reorganisation as described in the paragraph headed The reorganisation in this section: At 18 December 2006 At 6 August 2007 At 17 March 2008 At 5 May 2008 At 25 August 2008 At 26 August 2008 (up to 25 April 2009) Name of shareholders No. of Shares Percentage No. of Shares Percentage No. of Shares Percentage No. of Shares Percentage No. of Shares Percentage No. of Shares Percentage Mr. Sin 1 100.00% Best Year Enterprises (Note 1) 1,282,056 9.43% 1,282,056 8.70% 1,282,056 8.00% 1,282,056 8.00% 1,538,469 8.00% Nutriplus Cosmetics International 3,205,129 23.58% 3,205,129 21.74% 3,205,129 20.00% Power Profit Far East 1,923,076 14.15% 1,923,076 13.04% 1,923,076 12.00% 1,923,076 12.00% 2,346,152 12.20% Win Action 1,923,076 14.15% 1,923,076 13.04% 1,923,076 12.00% 1,923,076 12.00% 1,923,076 10.00% Choy Sze Chung Jojo 641,025 4.72% 641,025 4.35% 641,025 4.00% 641,025 4.00% 769,230 4.00% Easy Finance Management 641,025 4.72% 641,025 4.35% 641,025 4.00% 641,025 4.00% 846,153 4.40% Tam Yuk Ching Jenny 641,025 4.72% 641,025 4.35% 641,025 4.00% 1,025,640 6.40% 1,333,332 6.93% Top Stanton Holdings 641,025 4.72% 641,025 4.35% 641,025 4.00% 1,025,640 6.40% 1,230,768 6.40% Tsang Kai Kin Clinton 641,025 4.72% 641,025 4.35% 641,025 4.00% 641,025 4.00% 782,051 4.07% Yearman 641,025 4.72% 641,025 4.35% 641,025 4.00% 641,025 4.00% 769,230 4.00% Capital Top 512,820 3.77% 512,820 3.48% 512,820 3.20% 512,820 3.20% 512,820 2.67% Gainyear Holdings 384,615 2.83% 384,615 2.61% 384,615 2.40% 384,615 2.40% 461,538 2.40% Firstcorp Group 256,410 1.89% 256,410 1.74% 256,410 1.60% 256,410 1.60% 307,692 1.60% Union Nation 256,410 1.89% 256,410 1.74% 256,410 1.60% 256,410 1.60% 312,820 1.62% Tse Young Lai 1,153,846 7.83% 1,153,846 7.20% 2,307,693 14.40% 2,994,872 15.57% Rise Day (Note 2) 769,231 4.80% 769,231 4.80% 769,231 4.00% Jade Wing (Note 2) 128,205 0.80% 128,205 0.80% 128,205 0.67% Enhance Pacific (Note 1) 384,615 2.40% 384,615 2.40% 589,743 3.07% Nation Field 1,282,052 8.00% 1,615,385 8.40% Total: 1 100.00% 13,589,742 100.00% 14,743,588 100.00% 16,025,639 100.00% 16,025,639 100.00% 19,230,767 100.00% Notes: 1. Best Year Enterprises and Enhance Pacific are both beneficially and wholly-owned by Mr. Sin. 2. Rise Day and Jade Wing are both beneficially and whollyowned by Mr. Wong Chun Hing. First Credit First Credit was incorporated in Hong Kong as a limited liability company on 18 December 2006. Upon its incorporation, its authorised share capital was HK$10,000 divided into 10,000 ordinary shares of HK$1.00 each, of which one ordinary share was allotted and issued for cash at par to On Choice as initial subscriber. On 22 December 2006, one ordinary share of First Credit was transferred from On Choice to Mr. Sin for cash at par. Mr. Sin was a trustee holding the said one ordinary share of First Credit on trust for First Consortium. 93
On 4 May 2007, the authorised share capital of First Credit was increased to HK$3,000,000,000 by the creation of an additional 2,999,990,000 ordinary shares. On 28 August 2007, the said one ordinary share of First Credit held by Mr. Sin was transferred back to First Consortium. On 5 September 2007, First Credit issued and allotted 105,999,999 ordinary shares for cash at par to First Consortium. On 17 March 2008, First Credit issued and allotted 9,000,000 ordinary shares to First Consortium for cash at a consideration of HK$9,000,000. On 5 May 2008, First Credit issued and allotted 10,000,000 ordinary shares to First Consortium for cash at a consideration of HK$10,000,000. On 7 July 2008, First Credit issued and allotted 3,550,000 ordinary shares to First Consortium for cash at a consideration of HK$3,550,000. On 24 November 2008, First Credit issued and allotted 25,000,000 ordinary shares to First Consortium for cash at a consideration of HK$25,000,000. Honour Event Honour Event was incorporated in the BVI as a limited liability company on 18 October 2007. Upon its incorporation, its authorised share capital was US$50,000 divided into 50,000 ordinary shares of US$1.00 each, of which 1 ordinary share was issued and allottedforcashatpartomr.sinon15november2007. On 14 May 2008, one ordinary share of Honour Event was transferred from Mr. Sin to First Consortium for cash at par. On 2 September 2008, the authorised share capital of Honour Event was increased to US$200,000,000 by the creation of an additional 199,950,000 shares of US$1.00 each. Techlink Techlink was incorporated in Hong Kong as a limited liability company on 15 May 2009. Upon its incorporation, its authorised share capital was HK$10,000 divided into 10,000 ordinary shares of HK$1.00 each, of which one ordinary share was issued and allottedforcashatpartovictonservices as initial subscriber. On 22 June 2009, one ordinary share of Techlink was transferred from Victon Services tofirstcreditforcashatpar. Acquisitions and disposals of subsidiaries by First Consortium and Honour Event On 14 May 2008, Honour Event acquired from Mr. Sin, our executive Director and chairman of our Company, one ordinary share of HK$1.00 each in the capital of Expand Pacific (formerly known as First Credit Securities ), being its entire issued 94
share capital for cash at par. On 26 May 2008, Honour Event disposed its entire shareholding in Expand Pacific to Mr. Tsang, our executive Director at a consideration of HK$1.00. First Credit had advanced an aggregate sum of HK$114,350 by way of loan to Expand Pacific. The said loan of HK$114,350 was unsecured, interest-free and with no fixed term of repayment but repayable on demand. The said loan was repaid in full on 24 March 2009. On 15 January 2008, First Consortium acquired from Best Year Enterprises (a company wholly-owned by Mr. Sin) one ordinary share of HK$1.00 in the capital of Head Return (formerly known as FC Mortgage Referral ), being its entire issued share capital, for cash at par. On 14 May 2008, First Consortium disposed its entire shareholding in Head Return to Mr.SinataconsiderationofHK$1.00. First Credit had advanced an aggregate sum of HK$111,914 by way of loan to Head Return. The said loan of HK$111,914 was unsecured, interest-free and with no fixed term of repayment but repayable on demand. The said loan was repaid in full on 24 March 2009. Expand Pacific and Head Return are limited liability companies incorporated in Hong Kong on 29 August 2007 and 18 October 2007 respectively. Our Group did not conduct any business operation in these companies before the aforesaid disposals. THE REORGANISATION Incorporation of our Company Our Company was incorporated under the Companies Law in the Cayman Islands as an exempted company with limited liability on 9 March 2009. Our Company has established a place of business in Hong Kong at Units 909 911, 9th Floor, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong and was registered as a non-hong Kong company in Hong Kong under Part XI of the Companies Ordinance on 2 April 2009. As at the date of incorporation, the authorised share capital of our Company was HK$380,000 divided into 38,000,000 Shares of HK$0.01 each and one nil-paid Share was issued and allotted to the initial subscriber, Codan Trust Company (Cayman). The said one Share was transferred to Best Year Enterprises (a shareholder of First Consortium and a wholly-owned company of Mr. Sin) on the same date. 95
Acquisition of First Consortium by our Company On 25 April 2009, pursuant to a sale and purchase agreement entered into between (i) the then shareholders of First Consortium as vendors, namely Best Year Enterprises, Power Profit Far East, Win Action, Choy Sze Chung Jojo, Easy Finance Management, Tam Yuk Ching Jenny, Top Stanton Holdings, Tsang Kai Kin Clinton, Yearman, Capital Top, Gainyear Holdings, Firstcorp Group, Union Nation, Tse Young Lai, Rise Day, Jade Wing, Enhance Pacific and Nation Field and (ii) our Company as purchaser, our Company acquired the entire issued share capital of First Consortium. In consideration of the acquisition, (i) the one nil-paid Share held by Best Year Enterprises was credited as fully paid; and (ii) our Company issued and allotted 19,230,766 Shares to the then shareholders of the First Consortium, details of the allotment are as follows: Name of Shareholders No. of shares held by the shareholders in First Consortium before acquisition No. of Shares issued by our Company as consideration for the acquisition Total No. of Shares held by the Shareholders after the acquisition Approximate percentage of shareholding after the acquisition Best Year Enterprises (Note 1) 1,538,469 1,538,468 1,538,469 8.00% Tse Young Lai 2,994,872 2,994,872 2,994,872 15.57% Power Profit Far East 2,346,152 2,346,152 2,346,152 12.20% Win Action 1,923,076 1,923,076 1,923,076 10.00% Nation Field 1,615,385 1,615,385 1,615,385 8.40% Tam Yuk Ching Jenny 1,333,332 1,333,332 1,333,332 6.93% Top Stanton Holdings 1,230,768 1,230,768 1,230,768 6.40% Easy Finance Management 846,153 846,153 846,153 4.40% Tsang Kai Kin Clinton 782,051 782,051 782,051 4.07% Rise Day (Note 2) 769,231 769,231 769,231 4.00% Choy Sze Chung Jojo 769,230 769,230 769,230 4.00% Yearman 769,230 769,230 769,230 4.00% Enhance Pacific (Note 1) 589,743 589,743 589,743 3.07% Capital Top 512,820 512,820 512,820 2.67% Gainyear Holdings 461,538 461,538 461,538 2.40% Union Nation 312,820 312,820 312,820 1.62% Firstcorp Group 307,692 307,692 307,692 1.60% Jade Wing (Note 2) 128,205 128,205 128,205 0.67% Total: 19,230,767 19,230,766 19,230,767 100.00% 96
Notes: 1. Best Year Enterprises and Enhance Pacific are both beneficially and wholly-owned by Mr. Sin. 2. Rise Day and Jade Wing are both beneficially and whollyowned by Mr. Wong Chun Hing. After the aforesaid acquisition, our Company became the holding company of our Group and held the entire interest in First Credit indirectly. Increase of authorised share capital On 25 April 2009, the authorised share capital of our Company was increased from HK$380,000 to HK$5,000,000,000 by the creation of an additional 499,962,000,000 Shares. Allotment of Shares under Mr. Sin s Service Contract On 25 April 2009, pursuant to a service agreement dated 25 April 2009 entered into between our Company and Mr. Sin (which was supplemented and amended by the supplemental deeds dated 7 July 2010 and 24 November 2011 respectively) (collectively Mr. Sin s Service Contract ), as recognition of his contribution to our Group, 4,807,692 Shares, credited as fully paid at par by capitalising an amount of HK$48,076.92 standing to the credit of the share premium account of our Company, were issued and allotted to Best Year Enterprises as directed by Mr. Sin. These 4,807,692 Shares have been enlarged to 160,000,000 Shares (the Remuneration Shares ) after the Capitalisation Issue which are subject to certain conditions as set out below. Under Mr. Sin s Service Contract, Mr. Sin shall undertake and covenant to our Company that he shall only enjoy or exercise all the rights, benefits and interests attached to the Remuneration Shares at the expiry of a continuous period of five years commencing from the Listing Date (the Vesting Period ) (notwithstanding that the initial term is three yearsfromthelistingdatewithanoptionbyourcompanytorenewforafurthertermof two years) after he has duly performed Mr. Sin s Service Contract and rendered his services to our Group to its satisfaction for the whole Vesting Period. In other words, Mr. Sin undertakes and covenants to our Company that he shall waive all the rights, benefits and interests attached to the Remuneration Shares (including but not limited to rights to transfer, right to receive dividend and voting rights etc.) before the expiry of the Vesting Period save and except for the termination of Mr. Sin s Service Contract as referred to below. In the event that Mr. Sin s Service Contract is expired or terminated for any reason (other than Mr. Sin tendering his resignation to our Company as mentioned below) on or before the expiry of the Vesting Period, Mr. Sin is immediately entitled to enjoy or exercise all the rights, benefits and interests attached in all the Remuneration Shares but he shall forthwith compensate our Company with such amount of cash equivalent to the aggregate amount of the market value of such portion of the Remuneration Shares (proportional to the period of time which has not been served by Mr. Sin to our Group during the Vesting Period) based on the average of the closing prices of the Shares as stated in the Stock 97
Exchange s daily quotation sheets for the five trading days ended on the date of the termination. Notwithstanding the foregoing, if Mr. Sin s Service Contract is terminated by reason of Mr. Sin tendering his resignation to our Company on or before the expiry of the Vesting Period, Mr. Sin is immediately entitled to enjoy or exercise all the rights, benefits and interests attached in all the Remuneration Shares but he shall compensate our Companywithsuchamountofcashequivalenttotheaggregateamountofthemarketvalue of all the Remuneration Shares based on the average of the closing prices of the Shares as stated in the Stock Exchange s daily quotation sheets for the five trading days ended on the date of termination. Our Legal Adviser has opined that: (i) the original 4,807,692 Shares have been validly issuedandallottedtobestyearenterprise on 25 April 2009 (which have been enlarged to 160,000,000 Remuneration Shares after the Capitalisation Issue) and Best Year Enterprise became the registered and beneficial owner of the Remuneration Shares which are pari passu in all respects with all other Shares in issue with equal rights, benefits and interests attached thereto; (ii) Mr. Sin is the ultimate beneficial owner of the Remuneration Shares; and (iii) such undertaking and covenant given by Mr. Sin mentioned above is a separate arrangement made between Mr. Sin and our Company and is personal in nature without affecting the rights, benefits and interests attached to the Remuneration Shares. Yearman ceased to be a Shareholder On 18 June 2010, Yearman transferred all its 320,512 Shares and 448,718 Shares to Power Profit Far East and Tse Young Lai respectively at a consideration of HK$2,250,000 and HK$3,150,000 respectively. 98
Capitalisation Issue On 4 October 2011, our Company has allotted and issued a total of 775,961,541 Shares credited as fully paid at par to our then Shareholders by way of capitalisation of the sum of HK$7,759,615.41 standing to the credit of the share premium account of our Company in the following manner: Name of Shareholder No. of Shares before the Capitalisation Issue No. of Shares issued pursuant to the Capitalisation Issue No. of Shares after the Capitalisation Issue Approximate percentage of shareholding 1. Best Year Enterprises (Note 1) 6,346,161 204,933,839 211,280,000 26.41% 2. Tse Young Lai 3,443,590 111,196,410 114,640,000 14.33% 3. Power Profit Far East 2,666,664 86,053,336 88,720,000 11.09% 4. Win Action 1,923,076 62,076,924 64,000,000 8.00% 5. Nation Field 1,615,385 52,144,615 53,760,000 6.72% 6. Tam Yuk Ching Jenny 1,333,332 43,066,668 44,400,000 5.55% 7. Top Stanton Holdings 1,230,768 39,729,232 40,960,000 5.12% 8. Easy Finance Management 846,153 27,313,847 28,160,000 3.52% 9. Tsang Kai Kin Clinton 782,051 25,217,949 26,000,000 3.25% 10. Rise Day (Note 2) 769,231 24,830,769 25,600,000 3.20% 11. Choy Sze Chung Jojo 769,230 24,830,770 25,600,000 3.20% 12. Enhance Pacific (Note 1) 589,743 19,010,257 19,600,000 2.45% 13. Capital Top 512,820 16,527,180 17,040,000 2.13% 14. Gainyear Holdings 461,538 14,898,462 15,360,000 1.92% 15. Union Nation 312,820 10,087,180 10,400,000 1.30% 16. Firstcorp Group 307,692 9,932,308 10,240,000 1.28% 17. Jade Wing (Note 2) 128,205 4,111,795 4,240,000 0.53% Notes: Total: 24,038,459 775,961,541 800,000,000 100.00% 1. Best Year Enterprises and Enhance Pacific are both beneficially and wholly-owned by Mr. Sin. The 211,280,000 Shares held by Best Year Enterprises immediately after the Capitalisation Issue include 160,000,000 Remuneration Shares which were enlarged from the original 4,807,692 Shares granted to it as directed by Mr. Sin under Mr. Sin s Service Contract. These 160,000,000 Shares are subject to certain personal undertaking and covenant given by Mr. Sin as set out in the paragraph headed Allotment of Shares under Mr. Sin s Service Contract above and the paragraph headed Particulars of service contracts and letter of appointment in Appendix V to this prospectus. 2. Rise Day and Jade Wing are both beneficially and whollyowned by Mr. Wong Chun Hing. 99
INFORMATION OF INVESTORS Placing Pursuant to the Placing, our Company will offer 200,000,000 new Shares for subscription and the Selling Shareholders will offer 100,000,000 Sale Shares for sale at the Placing Price (assuming that the Offer Size Adjustment Option is not exercised). Details of the number and percentage of shareholding in our Company after the Placing (assuming that the Offer Size Adjustment Option is not exercised) are as follows: Name of Shareholder No. of Shares after the Capitalisation Issue No. of Sale Shares to be sold by the Selling Shareholders under the Placing No. of Shares after the Placing (assuming that the Offer Size Adjustment Option is not exercised) Approximate percentage of shareholding after the Placing (assuming that the Offer Size Adjustment Option is not exercised) Best Year Enterprises (Note 1) 211,280,000 211,280,000 21.13% Enhance Pacific (Note 1) 19,600,000 19,600,000 1.96% Tse Young Lai (Note 2) 114,640,000 114,640,000 11.46% Power Profit Far East (Note 3) 88,720,000 53,033,479 35,686,521 3.57% WinAction(Note 4) 64,000,000 64,000,000 6.40% Nation Field (Note 5) 53,760,000 53,760,000 5.38% Tam Yuk Ching Jenny (Note 6) 44,400,000 26,540,650 17,859,350 1.79% Top Stanton Holdings (Note 7) 40,960,000 10,240,000 30,720,000 3.07% Easy Finance Management (Note 8) 28,160,000 28,160,000 2.81% Tsang Kai Kin Clinton (Note 8) 26,000,000 26,000,000 2.60% Rise Day (Note 8) 25,600,000 25,600,000 2.56% Choy Sze Chung Jojo (Note 8) 25,600,000 25,600,000 2.56% Capital Top (Note 8) 17,040,000 10,185,871 6,854,129 0.69% Gainyear Holdings (Note 8) 15,360,000 15,360,000 1.54% Union Nation (Note 8) 10,400,000 10,400,000 1.04% Firstcorp Group (Note 8) 10,240,000 10,240,000 1.02% Jade Wing (Note 8) 4,240,000 4,240,000 0.42% Shareholders from Placing 300,000,000 30.00% Total issued share capital: 800,000,000 100,000,000 1,000,000,000 100.00% 100
Notes: 1. Best Year Enterprises and Enhance Pacific are both beneficially and wholly-owned by Mr. Sin. Mr. Sin is currently, through these two investment holding companies, interested in these Shares. Mr. Sin first became an investor of our Group on 18 December 2006 when First Consortium was incorporated. Mr. Sin is currently the chairman and an executive Director and the director of the subsidiaries of our Company. Moreover, during the Track Record Period, Mr. Sin has advanced loans to our Group, details of the loans are set out in the section headed Connected transactions. The 211,280,000 Shares held by Best Year Enterprises immediately after the Capitalisation Issue include 160,000,000 Remuneration Shares which were enlarged from the original 4,807,692 Shares granted to it as directed by Mr. Sin under Mr. Sin s Service Contract. These 160,000,000 Remuneration Shares are subject to certain personal undertaking and covenant given by Mr. Sin as set out in the paragraph headed Allotment of Shares under Mr. Sin s Service Contract above and the paragraph headed Particulars of service contracts and letter of appointment in Appendix V to this prospectus. 2. Save for having advanced loans to our Group, being a Shareholder and a loan borrower of our Group in our ordinary course of business, Mr. Tse Young Lai and his associates have no other relationship with our Company, our Directors and other Shareholders. 3. Power Profit Far East is a wholly-owned subsidiary of Far East Holdings International (a company listed on the Main Board of the Stock Exchange, stock code: 36). Save as being a Shareholder, Power Profit Far East and its associates have no other relationship with our Company, our Directors and other Shareholders. 4. Win Action is beneficially and wholly-owned by Mr. Chan Boon Ho Peter. Save as being a Shareholder, Win Action and its associates have no other relationship with our Company, our Directors and other Shareholders. 5. Nation Field is beneficially and wholly-owned by Mr. Allan Yap. Save as being a Shareholder, Nation Field and its associates have no other relationship with our Company, our Directors and other Shareholders. 6. Save for having advanced loans to our Group during the Track Record Period, being a director of First Consortium and a Shareholder, Ms. Tam Yuk Ching Jenny and her associates have no other relationship with our Company, our Directors and other Shareholders. 7. Top Stanton Holdings is beneficially and wholly-owned as to 33% and 67% by Ms. Wong Hoi Chi and Mr. Chan Koon Wa respectively. Save for Ms. Wong Hoi Chi being a director of First Consortium and Top Stanton Holdings being a Shareholder, Top Stanton Holdings and its associates have no other relationship with our Company, our Directors and other Shareholders. 8. Jade Wing and Rise Day are both beneficially and whollyowned by Mr. Wong Chun Hing. Each of these minority Shareholders holds less than 5% shareholding in our Company. Save as Mr. Tsang Kai Kin Clinton and Mr. Yum Pui (one of the beneficial owners of Union Nation ) being directors of First Consortium, these minority Shareholders and their associates have no other relationship with our Company, our Directors and other Shareholders. 101
CORPORATE AND SHAREHOLDING STRUCTURE OF OUR GROUP IMMEDIATELY BEFORE THE LISTING The following diagram illustrates the corporate and shareholding structure of our Group immediately after the Placing (assuming that the Offer Size Adjustment Option is not exercised): Yu Dennis Won Kong Mr. Sin Chan Boon Ho Peter Allan Yap Far East Holdings International Wong Hoi Chi Chan Koon Wa Wong Ching Ping Alex Chan Kwok Yee Leung Sing Yum Pui Strong Choice (Holding) Leung Cheuk Chi Maria Wong Chun Hing 33% 67% 50% 50% Enhance Pacific Best Year Enterprises Tse Young Lai Win Action Nation Field Power Profit Far East Top Stanton Holdings Easy Finance Management Tsang Kai Kin Clinton Choy Sze Chung Jojo Tam Yuk Ching Jenny Gainyear Holdings Union Nation Firstcorp Group Capital Top Jade Wing Rise Day Shareholders from Placing 1.96% 21.13% 11.46% 6.40% 5.38% 3.57% 3.07% 2.81% 2.60% 2.56% 1.79% 1.54% 1.04% 1.02% 0.69% 0.42% 2.56% 30% Our Company* First Consortium # First Credit^ Honour Event # Techlink^ Note: # incorporated in the BVI, the principal business of First Consortium is investment holding and Honour Event has been inactive since its incorporation * incorporated in the Cayman Islands, whose principal business is investment holding ^ incorporated in Hong Kong, the principal business of Techlink is investment holding and the principal business of First Credit is money lending & listed on the Main Board of the Stock Exchange 102