This summary aims to give you an overview of the information contained in this prospectus. Because this is a summary, it does not contain all the information that may be important to you. You should read the whole document before you decide to invest in the Placing Shares. There are greater risks associated with investment in companies listed on GEM than companies listed on the Main Board. Some of the particular risks in investing in the Placing Shares are set out in the section headed Risk factors of this prospectus. You should read that section carefully before you decide to invest in the Placing Shares. BUSINESS TRADEeasy is a trade enabler based in Hong Kong. TRADEeasy aims to provide on-line and off-line one-stop integrated marketing solutions and management automation services to assist SMEs to generate and transform trade leads into transactions in a cost-effective, timely and efficient manner. While there are a range of products and services available in the market servicing the different aspects of the trade process, TRADEeasy provides a proprietary end-to-end package for SMEs to navigate and facilitate the trade process using a combination of on-line and off-line services and products. The services provided by TRADEeasy can be summarised in the following diagram: Integrated marketing solutions On-line Management automation services e-marketplace Homepage design and web hosting Search engine submission Off-line Product showcase in trade shows Generation of trade leads Cybersales Management Platform Buyer database/ inquiries/contacts management system e-ims Introduction of products and companies, e-cataloging, price negotiation, enquiries centre, customer services, order processing, management monitoring/reporting te.link (business directory) Sellers input their own Product catalogue and CD-ROM production buyer/potential buyer database To provide better support to the Group s customers based in the PRC, the PRC Subsidiaries were established in the PRC in June 2000 to provide technical consultancy services. 1
The PRC Subsidiaries are responsible for the development and production of electronic versions of the marketing materials and product descriptions and provision of related services such as quality control, provision of training and after-sales technical support for the Group s customers based in the PRC. Once the production of marketing materials and product descriptions is finished, these materials are transmitted to Datawin, a wholly-owned subsidiary of the Company and posted at tradeeasy.com which is operated by Datawin. The Directors are of the view that TRADEeasy has the following competitive advantages: the ability to provide one-stop, integrated marketing solutions and management automation services; a market niche in the SME market segment; an extensive network of offices in 11 major cities in the PRC; a strong database network of customers; an efficient compartmentalised sales methodology; a high customer loyalty and retention rate; an emphasis on continuous product upgrades and developments; and extensive experience and expertise of the Group s management team in providing integrated marketing solutions and management automation services. As at the Latest Practicable Date, TRADEeasy had 2,339 customers in Hong Kong and the PRC. The Directors believe that the Group s substantial customer base demonstrates the Group s significant presence in Hong Kong and the PRC. RISK FACTORS The Directors consider that the Group is subject to a number of risk factors which can be categorised into (i) risks relating to the Group; (ii) risks relating to the industry; (iii) risks relating to the PRC; and (iv) risk relating to the Shares, and are summarised as follows: Risks relating to the Group: The Group s new business model with unproven track record Non-recurring nature of revenue from the Group s business The Group s business objectives may not materialise Reliance on independent service providers as agents for business expansion 2
Potential service and product liabilities Risk related to failure of system infrastructure Dependence on key executives and personnel Sustainability of growth in turnover Reputation and brand recognition Forward-looking statements Limited IP protection Properties leased in the PRC Financial position of the Group Risks relating to the industry: The Group may not be able to keep up with changes in technology The Group operates in a comparatively competitive market The Group s computer network may be vulnerable to hacking, viruses and other disruptions Risks relating to the PRC: Economic environment and political structure of the PRC Exchange risks Risk relating to the Shares Impact arising from the attack on the World Trade Centre BUSINESS OBJECTIVES AND STRATEGIES Overall business objective Leveraging on its existing core business and its experience and expertise in the operation and implementation of integrated marketing solutions and management automation services, the Group s overall objective is to become the leading one-stop trade enabler for SMEs in the Greater China Region. 3
Business strategies Having considered the Group s existing market position and competitive strengths, the Directors intend to implement the following business strategies to achieve the Group s overall business objectives: Business development The Directors consider that TRADEeasy has a strong presence in Hong Kong and the PRC. TRADEeasy currently has 11 offices in the PRC to promote the services offered by the Group. As at the Latest Practicable Date, TRADEeasy had 2,339 customers in Hong Kong and the PRC. The Directors anticipate that the demand for TRADEeasy s services will increase significantly in the Greater China Region as SMEs in the Greater China Region need to improve their efficiency in order to maintain their competitiveness following the PRC s admission to the WTO. TRADEeasy intends to capture this potential demand by establishing branches in Taiwan and by appointing independent service providers as its agents in the PRC and Taiwan. To better attract and serve customers in Asia other than the Greater China Region, TRADEeasy intends to appoint independent service providers as its agents in India, Singapore and South Korea to promote the services offered by TRADEeasy. The Directors are of the view that strategic alliances with well-established partners will enhance the competitiveness of TRADEeasy. The Directors aim to develop further strategic alliances between TRADEeasy and companies of logistic services, payment solutions, inspection services, trade finance and/or other related business in order to provide a solution in trade enabling services. Product enrichment and enhancement The e-marketplace operated by the Group, tradeeasy.com, enables buyers and sellers to trade in a cost-effective, timely and efficient manner. In order to maintain its attractiveness, TRADEeasy will continue to increase the depth and width of the content and the variety of features on tradeeasy.com. The Directors believe that there will be a growing demand for automation applications through ASP by SMEs due to the general improvements in the communication infrastructure of the Greater China Region. As such, the Group s research and development team will focus on expanding TRADEeasy s web-based applications, including customs clearing management tools, inventory and accounting software, MRP and SCM. In addition, TRADEeasy will expand its research and development team to maintain its position as a leading trade enabling service provider. In order to shorten the lead time that may be required to introduce a new technology, TRADEeasy may determine specifications of new software be outsourced for its design and development. TRADEeasy also recognises the importance of off-line marketing services. The Directors intend to organise tradeshows for SMEs to promote their products and services, thereby offering one-stop trade enabling solutions both on-line and off-line. 4
Marketing and promotion TRADEeasy s marketing strategy focuses on the continuous expansion of its business activities both horizontally and vertically. Horizontal expansion aims to increase TRADEeasy s database of buyers and sellers in different geographical markets. In terms of vertical expansion, TRADEeasy aims to leverage off its existing customer base to increase revenue by offering them value-added management automation solutions. The Group will continue to advertise and promote its brand name and the products and services of TRADEeasy via different media and by attending or organising conferences and seminars. The Group also plans to increase its presence in other countries throughout Asia including India, Singapore and South Korea. In addition, the Group intends to participate in a number of trade exhibitions including the International Hardware Fair in Köln, Germany, the GDS International Shoe Fair in Düsseldorf, Germany and the American International Toy Fair in New York, the US, in order to promote the Group s services to overseas buyers and increase the number of users of the Group s e-marketplace, tradeeasy.com. Technology maintenance The Directors believe that the continuous upgrade and proper maintenance of its infrastructure equipment will improve TRADEeasy s competitiveness, operating efficiency and assist it to achieve its objective of being the leading trade enabling service provider. TRADEeasy intends to invest approximately $3.75 million from the net proceeds under the Placing in technology enhancement, in particular upgrading its existing hardware and software applications. USE OF PROCEEDS The aggregate net proceeds to the Group from the issue of the New Shares under the Placing, assuming the Placing Shares are issued at the Placing Price, excluding any proceeds from the exercise of the Over-allotment Option, are expected to be approximately $20 million (after deduction of underwriting and placing commissions and estimated offering expenses). The following intended use of such proceeds are formulated on the bases and assumptions as set out in the paragraph headed Bases and assumptions in the section headed Business objectives in this prospectus: Schedule of use of proceeds From the Latest Practicable Date to 31st March, 2002 Six months ending 30th September, 2002 Six months ending 31st March, 2003 Six months ending 30th September, 2003 Six months ending 31st March, 2004 Total ($ 000) ($ 000) ($ 000) ($ 000) ($ 000) ($ 000) S A A Business development 100 150 1,855 1,755 205 4,065 Product enrichment and enhancement 400 2,750 3,885 600 400 8,035 Marketing and promotion 150 850 1,050 1,050 1,050 4,150 Technology maintenance 1,000 750 1,500 250 250 3,750 1,650 4,500 8,290 3,655 1,905 20,000 5
Should the Over-allotment Option be exercised in full, additional net proceeds of $7.5 million will be available and the Directors intend to use the additional net proceeds as to approximately $2 million for business development, approximately $1 million for product enrichment and enhancement, approximately $2.5 million for marketing and promotion and approximately $2 million for technology maintenance. The net proceeds not immediately applied in the above manner will be placed with authorised financial institutions in Hong Kong. In the event that there are any material changes or modifications to the use of proceeds as described above, an appropriate announcement will be made by the Company. The Directors believe that the net proceeds of the issue of the New Shares under the Placing will be sufficient to finance all of the projects of the Group up to 31st March, 2004 as described in the paragraph headed Statement of business objectives under the section headed Business objectives in this prospectus. TRADING RECORD The table below summarises the combined audited results of the Group for each of the two financial years ended 31st March, 2001 and for the four months ended 31st July, 2001, based on information contained in the accountants report, the full text of which is set out in Appendix I to this prospectus. Four months ended Year ended 31st March, 31st July, 2000 2001 2001 $ 000 $ 000 $ 000 Turnover 8,860 19,813 19,287 Cost of sales (10,082) (24,068) (10,088) Gross profit/(loss) (1,222) (4,255) 9,199 Other revenue 2,656 2,416 3,071 Selling expenses (207) (4,192) (1,430) General and administrative expenses (5,864) (17,563) (5,394) Advertising and promotion expenses (465) (10,567) (784) Other operating expenses (797) (3,870) Pre-operating expenses (8,791) Profit/(loss) from operating activities (5,899) (46,822) 4,662 Finance costs (127) (593) (111) Profit/(loss) before tax (6,026) (47,415) 4,551 Tax Net profit/(loss) attributable to shareholders (6,026) (47,415) 4,551 Earnings/(loss) per Share (cents) basic (Note) (1.7) (13.5) 1.3 6
Note: The calculation of the basic earnings/(loss) per Share for each of the two years ended 31st March, 2001 and the four months ended 31st July, 2001 is based on the net profit/(loss) attributable to shareholders for the relevant years/period and on the 350,000,000 Shares in issue during each of the two years ended 31st March, 2001 and the four months ended 31st July, 2001 on the assumption that the 350,000,000 Shares in issue as at the date of this prospectus had been in issue throughout the two years ended 31st March, 2001 and the four months ended 31st July, 2001. According to Rule 11.11 of the GEM Listing Rules, the latest financial period reported on by the reporting accountants must not have ended more than six months before the date of this prospectus. The financial period reported on by the reporting accountants in the accountants report is up to 31st July, 2001 which is more than six months before the date of this prospectus. The Company has sought and obtained a waiver from strict compliance with such requirement from the Stock Exchange. The Directors confirm that they have performed sufficient due diligence on the Group to ensure that up to the date of issue of this prospectus, there has been no material adverse change in the financial position of the Group since 31st July, 2001, and there is no event which would materially affect the information shown in the accountants report set out in Appendix I to this prospectus. FORECAST FOR THE YEAR ENDING 31ST MARCH, 2002 Forecast combined profit after tax but before extraordinary items (Note 1)...Notlessthan$10million Before the full exercise of the options under the Pre-IPO Share Option Scheme After the full exercise of the options under the Pre-IPO Share Option Scheme Forecast earnings per Share (a) weighted average (Note 2)... 2.8cents 2.8 cents (b) pro forma fully diluted (Note 3)... 2.5cents 2.5 cents PLACING STATISTICS R Market capitalisation (Note 4)... $200 million $202.9 million Prospective price/earnings multiple (a) weighted average (Note 5)... 17.9times 17.9times (b) pro forma fully diluted (Note 6)... 20.0times 20.0times Adjusted net tangible asset value per Share.. 6.99 cents (Note 7) 7.32 cents (Note 8) Notes: 1. The bases and assumptions on which the forecast combined profit after tax but before extraordinary items has been prepared are set out in Appendix II to this prospectus. The Directors are not aware of any extraordinary items which have arisen or are likely to arise during the year ending 31st March, 2002. 7
2. The calculation of the forecast earnings per Share on a weighted average basis is based on the forecast combined profit after tax but before extraordinary items of the Group for the year ending 31st March, 2002 and the weighted average number of 353,698,630 Shares expected to be in issue during the year, but takes no account of any Shares which may fall to be allotted and issued pursuant to the exercise of the Over-allotment Option, the exercise of any options which may be granted under the Share Option Scheme, or any Shares which may be fall to be allotted and issued or repurchased by the Company pursuant to the general mandates for the allotment and issue or repurchase of Shares referred to in the paragraph headed Written resolutions of the sole shareholder of the Company in Appendix V to this prospectus. 3. The calculation of the forecast earnings per Share on a pro forma fully diluted basis is based on the forecast combined profit after tax but before extraordinary items of the Group for the year ending 31st March, 2002, assuming that the Company had been listed since 1st April, 2001 and a of 400,000,000 Shares had been in issue during the year before the full exercise of the options under the Pre-IPO Share Option Scheme or a of 405,714,500 Shares had been in issue during the year after the full exercise of the options under the Pre-IPO Share Option Scheme, but takes no account of any Shares which may fall to be issued pursuant to the exercise of the Over-allotment Option, or the exercise of any options which may be granted under the Share Option Scheme or any Shares which may be allotted and issued or repurchased by the Company pursuant to the general mandates for the allotment and issue or repurchase of Shares as referred to in the paragraph headed Written resolutions of the sole shareholder of the Company in Appendix V to this prospectus or otherwise in this prospectus. 4. The market capitalisation of the Shares takes no account of any Shares which may be issued upon the exercise of any options which may be granted under the Share Option Scheme or which may be allotted and issued or repurchased by the Company under the general mandate for the allotment and issue or repurchase of Shares granted to the Directors referred to in the paragraph headed Further information about the Company and its subsidiaries in Appendix V to this prospectus. 5. The prospective price/earnings multiple on a weighted average basis is based on the forecast earnings per Share on a weighted average basis of 2.8 cents for the year ending 31st March, 2002 as set out in note 2 above and on the Placing Price. 6. The prospective price/earnings multiple on a pro forma fully diluted basis is based on the forecast earnings per Share on a pro forma fully diluted basis of 2.5 cents for the year ending 31st March, 2002 as set out in note 3 above and on the Placing Price. 7. The adjusted net tangible asset value per Share has been arrived at after making the adjustments referred to in the subsection headed Adjusted net tangible assets under the section headed Financial information of this prospectus and on the basis of 400,000,000 Shares in issue and to be issued as mentioned in this prospectus, but takes no account of any Shares which may fall to be allotted and issued pursuant to the exercise of any options that may be granted under the Pre-IPO Share Option Scheme and the Share Option Scheme or which may be allotted and issued or repurchased by the Company pursuant to the general mandates for the allotment or otherwise and issue or repurchase of Shares referred to in the paragraph headed Written resolutions of the sole shareholder of the Company in Appendix V to this prospectus. 8. Assuming the options under the Pre-IPO Share Option Scheme are fully exercised and no other new Shares are issued after the Placing, the outstanding number of Shares will be increased from 400,000,000 Shares to 405,714,500 Shares and the shareholding of the existing shareholders will be diluted by approximately 1.41%. The net tangible assets of the Group will be increased by $1,714,350 (calculated based on 60% of the Placing Price at $0.50 per Share (the exercise price) and to be multiplied by 5,714,500 Shares to be issued under Pre-IPO Share Option Scheme). 9. Except where otherwise indicated, the statistics have been prepared on the assumption that the Over-allotment Option will not be exercised. 8
SHAREHOLDING STRUCTURE The shareholdings of, inter alia, the Initial Management Shareholders and other shareholders in the share capital of the Company before and immediately after completion of the Capitalisation Issue and the Placing (on the assumption that the Over-allotment Option will not be exercised and without taking into account any Shares which may fall to be issued pursuant to the exercise of any options under the Pre-IPO Share Option Scheme and the Share Option Scheme as at the Listing Date) are set out below: Number and approximate percentage holding (or attributable First date of investment to the Group Cost of investment Average cost per Share Applicable lock-up period for Shares Number and approximate percentage holding (or attributable number and approximate percentage holding) of Shares immediately before the Placing and the Capitalisation Issue number and approximate percentage holding) of Shares immediately after the Placing and the Capitalisation Issue (assuming that the Over-allotment Option is not exercised) ($) ($) Initial Management Shareholders Mr. Yu (Note 1) 28th May, 2001 247,500.00 0.047 12 months from the Listing Date Mr. Yip (Note 2) 3rd February, 1998 (Note 2) (Note 2) 12 months from the Listing Date Mr. Wong (Note 3) 24th May, 1993 (Note 3) (Note 3) 12 months from the Listing Date Mr. To (Note 4) 24th May, 1993 (Note 4) (Note 4) 12 months from the Listing Date Mr. Ng (Note 5) 24th May, 1993 (Note 5) (Note 5) 12 months from the Listing Date Mr. Lee (Note 6) 3rd February, 1998 (Note 6) (Note 6) 12 months from the Listing Date Mr. Lam (Note 7) 24th May, 1993 (Note 7) (Note 7) 12 months from the Listing Date Each of Manistar 11th December, 42,659,473.50 0.457 12 months from Enterprises Limited and 2000 the Listing Date CCT (through Manistar Enterprises Limited) (Note 8) Mr. Chan Wai Hong 20th September, 2001 17,135.00 0.008 6 months from (Note 9) the Listing Date 450,000 1.52% 5,301,927 1.33% 2,521,607 8.49% 23,610,662 5.90% 2,506,415 8.44% 23,468,415 5.87% 1,601,369 5.39% 14,994,162 3.75% 2,938,181 9.89% 27,511,187 6.88% 556,004 1.87% 5,206,054 1.30% 577,271 1.94% 5,405,185 1.35% 9,971,236 33.57% 93,364,070 23.34% 171,350 0.58% 2,018,856 0.50% 9
Number and approximate percentage holding (or attributable First date of investment to the Group Cost of investment Average cost per Share Applicable lock-up period for Shares Number and approximate percentage holding (or attributable number and approximate percentage holding) of Shares immediately before the Placing and the Capitalisation Issue number and approximate percentage holding) of Shares immediately after the Placing and the Capitalisation Issue (assuming that the Over-allotment Option is not exercised) ($) ($) Mr. Chan Ka Fai (Note 10) Mr. Choy Kwok Kwong, Don (Note 11) Each of Red Oaks International Limited and Mr. Lee Dao Bon, Barton (through Red Oaks International Limited) (Note 12) Each of Yue Brothers Limited and Yue Brothers (through Yue Brothers Limited) (Note 13) Mr. Wong Kam Hoi (Note 14) Ms. Choy Ching Yee, Ruby (Note 15) Mr. Chou Hing Yan, Stephen (Note 16) Mr. Yim Wai Man (Note 17) 20th September, 2001 11,500.00 0.008 6 months from the Listing Date 20th September, 2001 9,330.00 0.008 6 months from the Listing Date 24th November, 2000 7,801,789.00 1.091 12 months from the Listing Date 24th November, 2000 9,303,721.00 0.486 12 months from the Listing Date 17th December, 1999 199,946.00 0.127 12 months from the Listing Date 17th January, 2001 4,400.00 0.008 12 months from the Listing Date 17th December, 1999 508,463.00 0.064 12 months from the Listing Date 20th September, 2001 4,000.00 0.008 6 months from the Listing Date 115,000 0.39% 1,354,937 0.34% 93,300 0.31% 1,099,266 0.27% 607,142 2.04% 7,153,384 1.79% 1,626,333 5.47% 19,161,554 4.79% 134,000 0.45% 1,578,796 0.39% 44,000 0.15% 518,411 0.13% 674,008 2.27% 7,941,203 1.99% 40,000 0.13% 471,282 0.12% Sub- 60,767,257.5 24,627,216 82.90% 240,159,351 60.04% Other shareholders Mr. Wong Chi Wai (Note 18) Mr. Chan Po Kei, Samuel (Note 19) 3rd February, 1998 171,384.00 0.015 6 months from the Listing Date* 3rd February, 1998 162,308.00 0.013 6 months from the Listing Date* 975,520 3.28% 11,493,636 2.87% 1,089,420 3.67% 12,835,612 3.21% * Voluntarily lock-up 10
Number and approximate percentage holding (or attributable First date of investment to the Group Cost of investment Average cost per Share Applicable lock-up period for Shares Number and approximate percentage holding (or attributable number and approximate percentage holding) of Shares immediately before the Placing and the Capitalisation Issue number and approximate percentage holding) of Shares immediately after the Placing and the Capitalisation Issue (assuming that the Over-allotment Option is not exercised) ($) ($) Mr. Zee Yiu Sang, David (Note 20) 17th December, 1999 129,969.00 0.082 6 months from the Listing Date* Ms. Hor Yin Yuk (Note 21) 20th December, 1999 2.00 0.000006 3 months from the Listing Date* Ms. Ng Man Chi, Ruby 20th December, 1999 1.00 0.000006 3 months from (Note 22) the Listing Date* Mr. Yeung Ka Hung 20th December, 1999 (Note 23) (Note 23) 6 months from (Note 23) the Listing Date* Mr. Yeung Kin Sing 20th December, 1999 10.00 0.000006 6 months from (Note 24) the Listing Date* Mr. Fung Kwok Tung, 21st December, 1999 209,660.00 0.221 3 months from Anthony (Note 25) the Listing Date* Mr. Nee Duen (Note 26) 21st December, 1999 41,932.00 0.221 3 months from the Listing Date* Mr. Raymond M. Pollum 21st December, 1999 35,160.00 0.144 3 months from (Note 27) the Listing Date* Mr. Khoa D. Pham 21st December, 1999 41,932.00 0.221 3 months from (Note 28) the Listing Date* Ms. Siu Sai Ying (Note 29) 21st December, 1999 41,932.00 0.221 3 months from the Listing Date* Ms. Siu Sau Chor (Note 29) 21st December, 1999 849,123.00 0.221 3 months from the Listing Date* Mr. Chen Ping Yi (Note 30) 21st December, 1999 697,120.00 0.221 3 months from the Listing Date* Mr. Oh Yang Chi Kun 21st December, 1999 697,120.00 0.221 3 months from (Note 31) the Listing Date* Ms. Jeng Pei Hsiang 495,000.00 0.047 3 months from (Notes 31 and 32) the Listing Date* Ms. Christine H. Yang 20th September, 2001 4,000.00 0.008 6 months from (Note 33) the Listing Date 134,000 0.45% 1,578,796 0.39% 26,800 0.09% 315,759 0.08% 13,400 0.04% 157,880 0.04% 654,428 2.20% 7,710,510 1.93% 134,000 0.45% 1,578,796 0.39% 80,400 0.27% 947,278 0.23% 16,080 0.06% 189,456 0.05% 20,720 0.07% 244,124 0.06% 16,080 0.06% 189,456 0.05% 16,080 0.06% 189,456 0.05% 325,620 1.10% 3,836,475 0.96% 267,330 0.90% 3,149,698 0.79% 267,330 0.90% 3,149,698 0.79% 900,000 3.03% 10,603,854 2.65% 40,000 0.13% 471,282 0.12% * Voluntarily lock-up 11
First date of investment to the Group Cost of investment Average cost per Share Applicable lock-up period for Shares Number and approximate percentage holding (or attributable number and approximate percentage holding) of Shares immediately before the Placing and the Capitalisation Issue Number and approximate percentage holding (or attributable number and approximate percentage holding) of Shares immediately after the Placing and the Capitalisation Issue (assuming that the Over-allotment Option is not exercised) ($) ($) Mr. Wong Wang Fai (Note 34) 20th September, 2001 10,176.00 0.008 6 months from the Listing Date 101,755 0.34% 1,198,883 0.30% Sub- 3,586,829 5,078,963 17.10% 59,840,649 14.96% New Shares offered to the public under the Placing Sale Shares offered to the public under the Placing (Note 35) 25,000,000.00 0.500 N/A Nil Nil 50,000,000 12.50% 25,000,000.00 0.500 N/A Nil Nil 50,000,000 12.50% Total 114,354,086.50 29,706,179 100.00% 400,000,000 100.00% Notes: 1. Mr. Yu is an executive Director and a director of TCL and Datawin. Mr. Yu is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription and allotment of the relevant by Mr. Yu: Date/Expected Date 28th May, 2001 27th June, 2001 17th August, 2001 subscription for TCL at par value per share subscription for TCL at par value per share a previous rights issue of TCL 15,000 150,000 0.100 15,000 150,000 0.100 217,500 150,000 1.450 247,500 450,000 0.550 247,500 450,000 0.550 4th March, 2002 Capitalisation Issue nil 4,851,927 nil No. of Shares held in the Company 247,500 5,301,927 0.047 12
2. Mr. Yip is an executive Director and a director of TCL, Tradeeasy Investment, Datawin, Tradeeasy Hong Kong, Mega Wealth, Wonderful Goal, Tradeeasy Guangzhou, Tradeeasy Beijing and End User Technology. Mr. Yip is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition, allotment and transfer of the relevant by Mr. Yip: 3rd February, 1998 acquisition of Datawin Shares from 400 400 1.000 Mr. To 3rd February, 1998 acquisition of Datawin Shares from 744 744 1.000 Mr. Tan Tsun Po, Simon* 17th December, 1999 subscription for Datawin Shares 184,533 7,840 23.537 20th December, 1999 disposal of Datawin Shares to (15) (1,500) (0.010) Mr. Yeung Ka Hung 20th December, 1999 acquisition of Datawin Shares from Mr. Ng, Mr. To and Mr. Zee Yiu Sang, David 70 7,026 0.010 20th December, 1999 acquisition of Datawin Shares from 4 426 0.009 Mr. Wong Kam Hoi 20th December, 1999 acquisition of Datawin Shares from 5 464 0.011 Mr. Chou Hing Yan, Stephen (185,741) (15,400) (12.061) under subscription for TCL share at 0 1 0.000 incorporation of TCL 185,741 2,063,599 0.090 27th June, 2001 subscription for TCL 27,587 275,869 0.100 17th August, 2001 a previous rights issue of TCL 264,100 182,138 1.450 477,428 2,521,607 0.189 477,428 2,521,607 0.189 4th March, 2002 Capitalisation Issue nil 27,188,119 nil 4th March, 2002 Sub: 477,428 29,709,726 0.016 disposal of the Sale Shares under (3,049,532) (6,099,064) (0.500) the Placing # No. of Shares held in the Company (2,572,104) 23,610,662 (0.109) # * a former shareholder who currently does not have any equity interest in the Group. # as the proceeds from the disposal of the Sale Shares under the Placing exceed the cost of investment for Mr. Yip, the cost of investment and the average cost per Share are negative. 13
3. Mr. Wong is an executive Director and a director of Datawin, Tradeeasy Guangzhou and Tradeeasy Beijing. He is one of the founders of the Group. Mr. Wong is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition, allotment and transfer of the relevant by Mr. Wong: 24th May, 1993 subscription for Datawin Share at 1 1 1.000 incorporation of Datawin 24th May, 1993 subscription for Datawin Shares 2,299 2,299 1.000 3rd February, 1998 disposal of Datawin Shares to (540) (540) (1.000) Mr. Chan Po Kei, Samuel 18th August, 1998 acquisition of Datawin Shares from 200,000 500 400.000 Mr. Li Wing Kwai* 17th December, 1999 subscription for Datawin Shares 283,899 12,052 23.556 20th December, 1999 disposal of Datawin Shares to (10) (1,000) (0.010) Mr. Yeung Ka Hung 20th December, 1999 acquisition of Datawin Shares from 20 1,988 0.010 Mr. Wong Kam Hoi (485,669) (15,300) (31.743) under 485,669 2,050,200 0.237 27th June, 2001 subscription for TCL 27,408 274,077 0.100 17th August, 2001 a previous rights issue of TCL 264,100 182,138 1.450 777,177 2,506,415 0.310 777,177 2,506,415 0.310 4th March, 2002 Capitalisation Issue nil 27,024,318 nil 4th March, 2002 Sub: 777,177 29,530,733 0.026 disposal of the Sale Shares under (3,031,159) (6,062,318) (0.500) the Placing # No. of Shares held in the Company (2,253,982) 23,468,415 (0.096) # * a former shareholder who currently does not have any equity interest in the Group. # as the proceeds from the disposal of the Sale Shares under the Placing exceed the cost of investment for Mr. Wong, the cost of investment and the average cost per Share are negative. 14
4. Mr. To is one of the founders of the Group, an executive Director as well as a director of Datawin, Tradeeasy Hong Kong, Mega Wealth, Wonderful Goal, Tradeeasy Guangzhou and Tradeeasy Beijing. Mr. To was previously a director of TCL. Mr. To is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, allotment and transfer of the relevant by Mr. To: 24th May, 1993 subscription for Datawin Shares at 2,000 2,000 1.000 incorporation of Datawin 3rd February, 1998 disposal of Datawin Shares to Mr. Yip (400) (400) (1.000) 17th December, 1999 subscription for Datawin Shares 258,088 10,956 23.557 20th December, 1999 disposal of Datawin Shares to (10) (1,000) (0.010) Mr. Yeung Ka Hung 20th December, 1999 disposal of Datawin Shares to Mr. Yip (8) (806) (0.010) (259,670) (10,750) (24.155) under 259,670 1,440,500 0.180 17th August, 2001 a previous rights issue of TCL 233,260 160,869 1.450 492,930 1,601,369 0.308 492,930 1,601,369 0.308 4th March, 2002 Capitalisation Issue nil 17,266,058 nil 4th March, 2002 Sub: 492,930 18,867,427 0.026 disposal of the Sale Shares under (1,936,632.5) (3,873,265) (0.500) the Placing # No. of Shares held in the Company (1,443,702.5) 14,994,162 (0.096) # # as the proceeds from the disposal of the Sale Shares under the Placing exceed the cost of investment for Mr. To, the cost of investment and the average cost per Share are negative. 15
5. Mr. Ng is a director of Datawin, Tradeeasy Guangzhou and Tradeeasy Beijing. He is one of the founders and one of the senior management of the Group. Mr. Ng is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition, allotment and transfer of the relevant by Mr. Ng: 24th May, 1993 subscription for Datawin Share at 1 1 1.000 incorporation of Datawin 24th May, 1993 subscription for Datawin Shares 2,999 2,999 1.000 3rd February, 1998 disposal of Datawin Shares to Mr. Lee (900) (900) (1.000) and Mr. Chan Po Kei, Samuel 17th December, 1999 subscription for Datawin Shares 338,741 14,379 23.558 17th December, 1999 subscription for Datawin Shares 100,000 3,135 31.898 20th December, 1999 disposal of Datawin Shares to (10) (1,000) (0.010) Mr. Yeung Ka Hung 20th December, 1999 disposal of Datawin Shares to Mr. Yip (31) (3,135) (0.010) 20th December, 1999 acquisition of Datawin Shares from 34 3,401 0.010 Mr. Chou Hing Yan, Stephen (440,834) (18,880) (23.349) under 440,834 2,529,920 0.174 27th June, 2001 subscription for TCL 33,821 338,208 0.100 17th August, 2001 a previous rights issue of TCL 101,577 70,053 1.450 576,232 2,938,181 0.196 576,232 2,938,181 0.196 4th March, 2002 Capitalisation Issue nil 31,679,646 nil 4th March, 2002 Sub: 576,231 34,617,827 0.017 disposal of the Sale Shares under (3,553,320) (7,106,640) (0.500) the Placing # No. of Shares held in the Company (2,977,088) 27,511,187 (0.108) # # as the proceeds from the disposal of the Sale Shares under the Placing exceed the cost of investment for Mr. Ng, the cost of investment and the average cost per Share are negative. 16
6. Mr. Lee is one of the founders and one of the senior management of the Group. Mr. Lee is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition, allotment and transfer of the relevant by Mr. Lee: 3rd February, 1998 acquisition of Datawin Shares from 440 440 1.000 Mr. Ng 17th December, 1999 subscription for Datawin Shares 70,974 3,013 23.556 20th December, 1999 disposal of Datawin Shares to (5) (500) (0.010) Mr. Yeung Ka Hung 20th December, 1999 acquisition of Datawin Shares from 7 707 0.010 Mr. Wong Kam Hoi (71,416) (3,660) (19.513) under 71,416 490,440 0.146 27th June, 2001 subscription for TCL 6,556 65,564 0.100 77,972 556,004 0.140 77,972 556,004 0.140 4th March, 2002 Capitalisation Issue nil 5,994,869 nil 4th March, 2002 Sub: 77,972 6,550,873 0.012 disposal of the Sale Shares under (672,409.5) (1,344,819) (0.500) the Placing # No. of Shares held in the Company (594,437.5) 5,206,054 (0.114) # # as the proceeds from the disposal of the Sale Shares under the Placing exceed the cost of investment for Mr. Lee, the cost of investment and the average cost per Share are negative. 17
7. Mr. Lam is one of the founders and one of the senior management of the Group. Mr. Lam is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition, allotment and transfer of the relevant by Mr. Lam: 24th May, 1993 subscription for Datawin Shares 600 600 1.000 3rd February, 1998 disposal of Datawin Shares to (200) (200) (1.000) Mr. Li Wing Kwai* 17th December, 1999 subscription for Datawin Shares 64,522 2,739 23.557 20th December, 1999 acquisition of Datawin Shares from 7 661 0.011 Mr. Wong Kam Hoi (64,929) (3,800) (17.087) under 64,929 509,200 0.128 27th June, 2001 subscription for TCL 6,807 68,071 0.100 71,736 577,271 0.124 71,736 577,271 0.124 4th March, 2002 Capitalisation Issue nil 6,224,171 nil 4th March, 2002 Sub: 71,736 6,801,442 0.011 disposal of the Sale Shares under (698,128.5) (1,396,257) (0.500) the Placing # No. of Shares held in the Company (626,392.5) 5,405,185 (0.116) # * a former shareholder who currently does not have any equity interest in the Group. # as the proceeds from the disposal of the Sale Shares under the Placing exceed the cost of investment for Mr. Lam, the cost of investment and the average cost per Share are negative. 18
8. The entire issued share capital of Manistar Enterprises Limited is beneficially owned by CCT. Mr. Tam Ngai Hung is the representative of Manistar Enterprises Limited on the Board and on the board of TCL. Manistar Enterprises Limited and CCT are regarded as two of the Initial Management Shareholders for the purpose of the GEM Listing Rules. CCT has no intention to increase its shareholding in the Company and appoint additional board representatives to the Company for a period of 12 months from the Listing Date. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription and allotment of the relevant by Manistar Enterprises Limited: 11th December, 2000 17th August, 2001 subscription for TCL preference at US$1.75 per share pursuant to a subscription agreement and a supplemental subscription agreement a previous rights issue of TCL 45,045,000 3,300,000 13.650 9,673,292 6,671,236 1.450 54,718,292 9,971,236 5.488 54,718,292 9,971,236 5.488 4th March, 2002 Capitalisation Issue nil 107,510,471 nil 4th March, 2002 Sub: 54,718,292 117,481,707 0.466 disposal of the Sale Shares under (12,058,818.5) (24,117,637) (0.500) the Placing No. of Shares held in the Company 42,659,473.5 93,364,070 0.457 9. Mr. Chan Wai Hong is a director of Tradeeasy BVI, Tradeeasy Hong Kong, Mega Wealth and Wonderful Goal. He is one of the senior management of the Group and is appointed by Mr. Yu, Mr. Yip, Mr. Wong and Mr. To. Mr. Chan Wai Hong is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription and allotment of the relevant by Mr. Chan Wai Hong: 20th September, 2001 subscription for TCL 17,135 171,350 0.100 17,135 171,350 0.100 17,135 171,350 0.100 4th March, 2002 Capitalisation Issue nil 1,847,506 Nil No. of Shares held in the Company 17,135 2,018,856 0.008 19
10. Mr. Chan Ka Fai is one of the senior management of the Group and is appointed by Mr. Yu, Mr. Yip, Mr. Wong and Mr. To. Mr. Chan Ka Fai is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in the prospectus. The following sets out the dates of subscription and allotment of relevant by Mr. Chan Ka Fai: 20th September, 2001 subscription for TCL 11,500 115,000 0.100 11,500 115,000 0.100 11,500 115,000 0.100 4th March, 2002 Capitalisation Issue nil 1,239,937 nil No. of Shares held in the Company 11,500 1,354,937 0.008 11. Mr. Choy Kwok Kwong, Don is one of the senior management of the Group and is appointed by Mr. Yu, Mr. Yip, Mr. Wong and Mr. To. Mr. Choy Kwok Kwong, Don is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription and allotment of the relevant by Mr. Choy Kwok Kwong, Don: 20th September, 2001 subscription for TCL 9,330 93,300 0.100 9,330 93,300 0.100 9,330 93,300 0.100 4th March, 2002 Capitalisation Issue nil 1,005,966 nil No. of Shares held in the Company 9,330 1,099,266 0.008 20
12. Red Oaks International Limited is wholly-owned by Mr. Lee Dao Bon, Barton. Red Oaks International Limited has one board representative in TCL pursuant to a shareholders agreement of TCL dated 11th December, 2000. Mr. Lee Dao Bon, Barton was appointed as a director of TCL and he resigned on 8th January, 2002. Red Oaks International Limited is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition and allotment of the relevant by Red Oaks International Limited: 24th November, 2000 11th December, 2000 28th May, 2001 27th June, 2001 27th June, 2001 acquisition of TCL from Mr. Yeung Ka Hung by Mr. Lee Dao Bon, Barton subscription for TCL preference at US$1.75 per share pursuant to a subscription agreement subscription for TCL by Mr. Lee Dao Bon, Barton sale of TCL from Mr. Lee Dao Bon, Barton to Red Oaks International Limited acquisition of TCL from Mr. Lee Dao Bon, Barton who beneficially owns Red Oaks International Limited 975,003 89,286 10.920 6,825,000 500,000 13.650 1,786 17,856 0.100 (1) (107,142) (0.000) 1 107,142 0.000 7,801,789 607,142 12.850 7,801,789 607,142 12.850 4th March, 2002 Capitalisation Issue nil 6,546,242 nil No. of Shares held in the Company 7,801,789 7,153,384 1.091 21
13. Yue Brothers Limited is beneficially owned as to 30%, 40% and 30% by Mr. Yue Man Chun, Terence, Mr. Yue Man Kee, Keith and Mr. Yue Man Kin, Edward respectively who are brothers. Pursuant to a shareholders agreement of TCL dated 11th December, 2000, Red Oaks International Limited and Yue Brothers Limited shall have the right to jointly appoint and remove up to one director of TCL, hence are regarded as Initial Management Shareholders for the purpose of the GEM Listing Rules. The said agreement was subsequently superseded by another shareholders agreement of TCL dated 29th June, 2001 and pursuant to which Yue Brothers Limited no longer had any right to appoint any director of TCL. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, acquisition and allotment of the relevant by Yue Brothers Limited: 24th November, 2000 11th December, 2000 17th August, 2001 acquisition of TCL from Mr. Yeung Ka Hung subscription for TCL preference at US$1.75 per share pursuant to a subscription agreement a previous rights issue of TCL 975,003 89,286 10.920 6,825,000 500,000 13.650 1,503,718 1,037,047 1.450 9,303,721 1,626,333 5.721 9,303,721 1,626,333 5.721 4th March, 2002 Capitalisation Issue nil 17,535,221 nil No. of Shares held in the Company 9,303,721 19,161,554 0.486 22
14. Mr. Wong Kam Hoi is the father of Mr. Wong. He is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, allotment and transfer of the relevant by Mr. Wong Kam Hoi: 17th December, 1999 subscription for Datawin Shares 200,000 6,365 31.422 20th December, 1999 disposal of Datawin Shares to Mr. Wong, Mr. Lam, Mr. Lee, Mr. Yip and Mr. Chan Po Kei Samuel, Ms. Hor Yin Yuk, Mr. Ng Man Chi and Mr. Yeung Kin Sing (54) (5,365) (0.010) under (199,946) (1,000) (199.946) 199,946 134,000 1.492 199,946 134,000 1.492 199,946 134,000 1.492 4th March, 2002 Capitalisation Issue nil 1,444,796 nil No. of Shares held in the Company 199,946 1,578,796 0.127 15. Ms. Choy Ching Yee, Ruby is the wife of Mr. Yip and was allotted 44,000 ordinary at par value each on 17 January 2001 by reason of her previous assistance in introducing CCT to the Group. She is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription and allotment of relevant by Ms. Choy Ching Yee, Ruby: 17th January, 2001 subscription for TCL 4,400 44,000 0.100 4,400 44,000 0.100 4,400 44,000 0.100 4th March, 2002 Capitalisation Issue nil 474,411 nil No. of Shares held in the Company 4,400 518,411 0.008 23
16. Mr. Chou Hing Yan, Stephen is one of the senior management of the Group. He is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription, allotment and transfer of the relevant by Mr. Chou Hing Yan, Stephen. 17th December, 1999 subscription for Datawin Shares 200,000 6,365 31.422 20th December, 1999 disposal of Datawin Shares to (39) (3,865) (0.010) Mr. Yip and Mr. Ng (199,961) (2,500) (79.984) under 199,961 335,000 0.597 27th June, 2001 subscription for TCL 13,560 135,600 0.100 17th August, 2001 a previous rights issue of TCL 294,942 203,408 1.450 508,463 674,008 0.754 508,463 674,008 0.754 4th March, 2002 Capitalisation Issue nil 7,267,195 nil No. of Shares held in the Company 508,463 7,941,203 0.064 17. Mr. Yim Wai Man is one of the senior management of the Group. He is regarded as one of the Initial Management Shareholders for the purpose of the GEM Listing Rules. Please also refer to the section headed Substantial, significant and Initial Management Shareholders in this prospectus. The following sets out the dates of subscription and allotment of the relevant by Mr. Yim Wai Man: 20th September, 2001 subscription for TCL at par value 4,000 40,000 0.100 4,000 40,000 0.100 4,000 40,000 0.100 4th March, 2002 Capitalisation Issue nil 431,282 nil No. of Shares held in the Company 4,000 471,282 0.008 24
18. Mr. Wong Chi Wai is an investor who is independent of and not connected with the Directors or the chief executive of the Company and its subsidiaries, the Initial Management Shareholders and the substantial shareholders of the Company and their respective beneficial owners and associates (as the case may be). Mr. Wong Chi Wai was a friend of Mr. Ng. He used to work in a telecommunications company in Hong Kong as a manager in the data service centre. As the Group s operations were small and the ability to raise funds was limited, Mr. Wong Chi Wai made a loan to the Group as early as August 1996 in order to assist the growth of the Group. The loan was eventually capitalised into Datawin Shares in December 1999. The Directors believe that it was fair to offer a lower price per share to Mr. Wong compared with new investors as the loan had existed for several years. The following sets out the dates of subscription, acquisition, allotment and transfer of the relevant by Mr. Wong Chi Wai: 3rd February, 1998 acquisition of Datawin Shares from 1,056 1,056 1.000 Mr. Tan Tsun Po, Simon 17th December, 1999 subscription for Datawin Shares 170,338 7,224 23.579 20th December, 1999 disposal of Datawin Shares to (10) (1,000) (0.010) Mr. Yeung Ka Hung (171,384) (7,280) (23.542) under 171,384 975,520 0.176 171,384 975,520 0.176 171,384 975,520 0.176 4th March, 2002 Capitalisation Issue nil 10,518,116 nil No. of Shares held in the Company 171,384 11,493,636 0.015 19. Mr. Chan Po Kei, Samuel is an investor who is independent of and not connected with the Directors or the chief executive of the Company and its subsidiaries, the Initial Management Shareholders and the substantial shareholders of the Company and their respective beneficial owners and associates (as the case may be). Mr. Chan Po Kei, Samuel is a proprietor of a trading firm in the US. He is a friend of Mr. Ng. As the Group s operations were small and the ability to raise funds was limited, Mr. Chan Po Kei, Samuel made a loan to the Group as early as September 1997 in order to assist the growth of the Group. The loan was eventually capitalised into of Datawin in December 1999. The Directors believe that it was fair to offer a lower price per share to Mr. Chan compared with new investors as the loan had existed for several years. The following sets out the dates of subscription, acquisition and allotment of the relevant by Mr. Chan Po Kei, Samuel: 3rd February, 1998 acquisition of Datawin Shares from 1,000 1,000 1.000 Mr. Wong and Mr. Ng 17th December, 1999 subscription for Datawin Shares 161,305 6,847 23.558 20th December, 1999 acquisition of Datawin Shares from 3 283 0.011 Mr. Wong Kam Hoi (162,308) (8,130) (19.964) under 162,308 1,089,420 0.149 162,308 1,089,420 0.149 162,308 1,089,420 0.149 4th March, 2002 Capitalisation Issue nil 11,746,192 nil No. of Shares held in the Company 162,308 12,835,612 0.013 25