30 October 2007
If you are in any doubt about this circular or as to the action to be taken, you should consult your
stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or
other professional adviser.
If you have sold or transferred all your shares in C Y Foundation Group Limited, you should at once
hand this circular to the purchaser or transferee or to the bank, or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
C Y FOUNDATION GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code #1182)
DISCLOSEABLE TRANSACTIONS OF
Acquisition of Beijing Property and Hong Kong Property for Office Us
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
PRC Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
HK Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Purpose of PRC Acquisition and HK Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires
otherwise:
“Announcement” the announcement made by the Company on 9 October 2007 in
respect of the entering into the PRC LOI and the HK Agreement
“Board” the board of Directors
“Company” C Y Foundation Group Limited, a company incorporated in
Bermuda with limited liability and which securities are listed on
the main board of the Stock Exchange
“Directors” the directors of the Company
“Group” the Company and its subsidiaries
“HK Acquisition” acquisition by the HK Purchaser of the HK Interest pursuant and
subject to the terms and conditions of the HK Agreement
“HK Agreement” the formal sale and purchase agreement entered into between the
HK Vendor and the HK Purchaser on 9 October 2007 for the sale
and purchase of the HK Property
“HK Completion” completion of the HK Acquisition
“HK Conditions” all the conditions precedent for the completion of the HK
Acquisition as set out in the sub-section headed “HK Conditions”
in this circular
“HK Consideration” consideration for the HK Acquisition, being HK$53,500,000
“HK Interest” the entire issued share capital of and the entire shareholder’s loan
advanced to Mansion Gains
“HK Property” 17/F Silver Base Centre, 200 Gloucester Road, Wanchai, Hong
Kong
“HK Purchaser” Highsharp Investments Limited, a wholly-owned subsidiary of the
Company
“HK Vendor” Beauford Limited, which and whose ultimate beneficial owner are
third parties which are independent of the Company and the
connected persons of the Company as defined under the Listing
Rules
2
DEFINITIONS
“Latest Practicable Date” 24 October 2007, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
referred to in this circular
“Listing Rules” Rules Governing the Listing of Securities on the SEHK
“Mansion Gains” Mansion Gains Holdings Limited, a company incorporated in the
British Virgin Islands and its only investment is the wholly-owned
interest in a subsidiary incorporated in Hong Kong whose sole
underlying operation and asset is the holding of the HK Property
“PRC” the People’s Republic of China
“PRC Acquisition” acquisition by the PRC Purchaser of the PRC Property pursuant
and subject to the terms and conditions of the PRC LOI and the
subsequent PRC Agreement
“PRC Agreement” the formal sale and purchase agreement scheduled to be entered
into on 29 October 2007 (or any other date the PRC Vendor and
the PRC Purchaser may mutually agree) between the PRC Vendor
and the PRC Purchaser for the PRC Acquisition
“PRC Completion” completion of the PRC Acquisition
“PRC Consideration” consideration for the PRC Acquisition being at RMB16,650 or
US$2,200/sqm, or a total of RMB62,672,265 or US$8,281,020
(equivalent to HK$64,591,956)
“PRC Escrow Account” the interest bearing escrow account to be opened to keep the full
amount of the PRC Consideration and the PRC Management
Deposits to be paid by the PRC Purchaser after signing of the
PRC Agreement
“PRC Initial Deposits” the deposits of approximately 20% of the PRC Consideration
having been paid by the Company to the PRC Vendor on or before
the signing of the PRC LOI
“PRC Late Handover” the late handover of the PRC Property by the PRC Vendor to the
PRC Purchaser at major terms set out in the sub-section headed
“PRC Late Handover” in this circular
“PRC Lease” a possible lease back of part of the PRC Property between the
PRC Vendor and the PRC Purchaser after PRC Completion, which
major terms are set out in the sub-section headed “PRC Lease” in
this circular
3
DEFINITIONS
“PRC LOI” the binding letter of intent entered into between the PRC Vendor
and the Company on 9 October 2007 for the sale and purchase of
the PRC Property
“PRC Management Deposits” the various deposits in relation to the management fee and
utility(ies) of the PRC Property which had been paid by the PRC
Vendor and are currently registered in the name of the PRC
Vendor and are intended to be transferred to the PRC Purchaser
upon PRC Completion
“PRC Property” 16/F Tower 1&2, Bright China Chang An Building, Beijing, PRC
zPs6GRZG with an
aggregate gross floor area of 3,764.1 sqm
“PRC Purchaser” currently intended to be zSI=v Beijing
T-Matrix Culture Company Limited, a limited company
established in PRC and a 100% controlled entity of the Company,
or to be another company established in PRC and being a 100%
controlled entity or a wholly owned subsidiary of the Company
“PRC Vendor” CitiRealty China (BVI) Limited, which and whose ultimate
beneficial owners are third parties which are independent of the
Company and the connected persons of the Company as defined
under the Listing Rules
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
“Share(s)” share(s) of HK$0.001 each in the share capital of the Company
“Stock Exchange” 80 and approximately 1.03
4
LETTER FROM THE BOARD
C Y FOUNDATION GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Stock code #1182)
Board of Directors: Registered Office:
Executive: Clarendon House
CHENG Chee Tock Theodore (Chairman) 2 Church Street
POH Po Lian Hamilton HM 11
WOELM Samuel (CEO) Bermuda
Non-executive: Principal Place of Business:
WU Chuang John 17/F Silver Base Centre
CAO Dongxin 200 Gloucester Road
Wanchai
Independent Non-executive: Hong Kong
SZE Tsai Ping Michael
CHOW Steven
WANG Shan Chuan
30 October 2007
To Shareholders
Dear Sir/Madam,
DISCLOSEABLE TRANSACTIONS OF
Acquisition of Beijing Property and Hong Kong Property for Office Use
INTRODUCTION
On 9 October 2007, the Board made the Announcement which related to:
(1) the Company, entered into the PRC LOI to acquire the PRC Property; and
(2) the HK Purchaser, a wholly-owned subsidiary of the Company, entered into the HK
Agreement to acquire the HK Property.
Under the Listing Rules, each of the PRC Acquisition and the HK Acquisition constitutes a
discloseable transaction of the Company. The purpose of this circular is to give you further information
regarding the PRC LOI and the HK Agreement.
5
LETTER FROM THE BOARD
PRC ACQUISITION
Date: 9 October 2007
PRC Vendor: CitiRealty China (BVI) Limited, a China real estate holding company
and a wholly owned subsidiary of Citigroup, Inc, which and whose
ultimate beneficial owners are third parties which are independent of the
Company and the connected persons of the Company as defined under
the Listing Rules
PRC Purchaser: currently intended to be zSI=v Beijing T-Matrix
Culture Company Limited, a limited company established in PRC and a
100% controlled entity of the Company, or to be another company
established in PRC and being a 100% controlled entity or a wholly
owned subsidiary of the Company
Subject to be acquired: the PRC Property, being 16/F Tower 1&2, Bright China Chang An
Building, Beijing, PRCzPs6GRZG
with an aggregate gross floor area of 3,764.1 sqm
Additional terms: The PRC Acquisition is subject to the PRC Late Handover and the PRC
Lease
PRC Late Handover
The PRC Property is currently used by the PRC Vendor as office premises. Under the PRC LOI,
the PRC Vendor is entitled to late handover of the PRC Property to the PRC Purchaser to a date on or
before 30 June 2008. The PRC Vendor will have the right to occupy the PRC Property rent free for the
period up to 31 March 2008. In the event the handover of the PRC Property is later than 31 March 2008
(but on or before 30 June 2008), the PRC Vendor shall pay a monthly rental of RMB174/sqm, or a total
of RMB654,953 (equivalent to HK$674,602).
PRC Lease
Under the PRC LOI, the PRC Vendor is entitled to lease part of the PRC Property for its
continuous use. The terms of the PRC Lease are as follows:
Units and floor area: units 25 and 26 of the premises with a total area of 409.5 sqm
Lease term: 3 years commencing right after the handover under the PRC Late
Handover, that is, from a date after PRC Completion and on or prior to 1
July 2008
Rental: at RMB174/sqm or a total of RMB71,253 (equivalent to HK$73,391) per
month
Rental deposit: 3 months rent
6
LETTER FROM THE BOARD
Renewal option: the PRC Vendor may renew the lease for another 3 years at the then
market rent but subject to a cap at a maximum of 15% increase
The renewal right of the PRC Vendor under the PRC Lease may be exercised by the PRC Vendor
by not less than 60 days before the expiry of the initial term of the PRC Lease.
PRC Consideration
The PRC Consideration of the PRC Acquisition is based on the unit price of RMB16,650 or
US$2,200/sqm, or a total of RMB62,672,265 or US$8,281,020 (equivalent to HK$64,591,956) and is
determined between the PRC Vendor and the Company on an arm’s length basis. The Company and the
PRC Purchaser has paid/ will pay the PRC Consideration in the following manner:
(1) on 6 September 2007, the Company paid US$414,040 (equivalent to HK$3,229,512),
approximately 5% of the PRC Consideration, to the PRC Vendor as an earnest money and as
part of the PRC Initial Deposits for the exclusive negotiation of the acquisition of the PRC
Property by the Group;
(2) upon signing of the PRC LOI, the Company paid US$1,242,120 (equivalent to
HK$9,688,536), approximately 15% of the PRC Consideration, to the PRC Vendor as a
further part of the PRC Initial Deposits; and
(3) within 7 working days from the signing of the PRC Agreement, the PRC Purchaser will pay
the entire PRC Consideration in Renminbi of RMB62,672,265 (equivalent to
HK$64,591,956) plus the PRC Management Deposits into the PRC Escrow Account, and the
PRC Initial Deposits will be released to the Company.
The PRC Consideration will first be financed by the internal source of funding of the Group.
Subsequent to PRC Completion, the Group intends to arrange external mortgage financing for part of the
PRC Consideration.
PRC Completion
The PRC Acquisition shall be completed on 17 December 2007 or any other date as the PRC
Vendor and the PRC Purchaser may mutually agree. Upon the due transfer of all titles of the PRC
Property to the PRC Purchaser, the amount equivalent to the PRC Consideration and the PRC
Management Deposits in the PRC Escrow Account will be released to the PRC Vendor while all interest
accrued thereon will be released to the PRC Purchaser.
In the event the PRC Acquisition not being completed due to the fault of the Company or the PRC
Purchaser, the PRC Vendor shall have the right to forfeit the PRC Initial Deposits or 20% of the PRC
Consideration from the PRC Escrow Account (as the case may be) as compensation.
In the event of the PRC Acquisition not being completed due to the fault of the PRC Vendor, the
PRC Vendor shall forthwith refund or release to the Company or the PRC Purchaser the PRC Initial
Deposits or all amounts in the PRC Escrow Account (as the case may be) together with a penalty
equivalent to 20% of the PRC Consideration.
7
LETTER FROM THE BOARD
PRC Vendor
The PRC Vendor and its ultimate beneficial owners are third parties which are independent of the
Company and the connected persons of the Company as defined under the Listing Rules.
HK ACQUISITION
Date: 9 October 2007
HK Vendor: Beauford Limited, which and whose ultimate beneficial owner are third
parties which are independent of the Company and the connected
persons of the Company as defined under the Listing Rules, and are
independent of the PRC Vendor
HK Purchaser: Highsharp Investments Limited, a wholly-owned subsidiary of the
Company
Subject to be acquired: the HK Interest, which only underlying asset is the HK Property (held
through its wholly owned subsidiary), being 17/F Silver Base Centre,
200 Gloucester Road, Wanchai, Hong Kong
HK Consideration
The HK Consideration of the HK Acquisition of HK$53,500,000 is made with reference to the
market price, and is determined between the HK Vendor and the HK Purchaser on an arm’s length basis.
The HK Consideration was/will be paid in the following manner:
(1) 20% of the HK Consideration, being HK$10,700,000 was paid to the HK Vendor as a
deposit upon entering into the HK Agreement;
(2) the balance of 80% of the HK Consideration of HK$42,800,000 will be paid to the HK
Vendor upon HK Completion.
The HK Consideration will be financed partly by the internal source of funding of the Group and
partly by mortgage financing from bank.
HK Conditions
HK Completion of the HK Acquisition shall be subject to, inter alia:
(1) the HK Purchaser being satisfied with the due diligence on Mansion Gains and its
subsidiary(ies) and the HK Property; and
(2) the consent of the current mortgagee bank of the HK Property, if required.
8
LETTER FROM THE BOARD
If any of the HK Conditions is not fulfilled or waived on or before the date fixed for HK
Completion, or such later date as the HK Vendor and the HK Purchaser may mutually agree, the HK
Agreement shall lapse and all monies paid by the HK Purchaser to the HK Vendor under the HK
Agreement shall be refunded forthwith.
HK Completion
The HK Acquisition, subject to the HK Conditions, shall be completed on 30 November 2007 or
any other date as the HK Vendor and the HK Purchaser may mutually agree.
In the event the HK Acquisition not being completed due to the fault of the HK Purchaser, the HK
Vendor shall have the right to forfeit the deposit of the HK Consideration having been paid by the HK
Purchaser.
In the event of the HK Acquisition not being completed due to the fault of the HK Vendor, the HK
Vendor shall forthwith refund to the HK Purchaser all monies having been paid by the HK Purchaser
together with a penalty equivalent to the refund amount.
HK Vendor and Mansion Gains
The HK Vendor is an investment holding company, and its ultimate beneficial owner are third
parties which are independent of the Company and the connected persons of the Company as defined
under the Listing Rules. The HK Vendor is the sole shareholder of Mansion Gains.
Mansion Gains is a limited company incorporated in the British Virgin Islands. Its only investment
is the wholly-owned interest in a subsidiary incorporated in Hong Kong whose sole underlying operation
and asset is the holding of the HK Property. Based on the management accounts of Mansion Gains as at
30 September 2007, the aggregate fair value of the consolidated total assets of Mansion Gains was
approximately HK$55,374,000. Upon HK Completion, the net assets of the Group will increase and a
discount on acquisition for the Group will be recognized, both by approximately HK$1,874,000. As the
HK Property is intended to be partially financed by external mortgage, the total liability will be increased
by and the total assets will (other than the increase of HK$1,874,000) further be increased by the amount
of the mortgage amount to be arranged. Besides, the HK Property will continue to be the Hong Kong
office of the Group and thus the HK Acquisition will not have any impact on the earnings on the Group
save for the interest expenses on the mortgage financing.
PURPOSE OF PRC ACQUISITION AND HK ACQUISITION
The principal activity of the Group is acting as an interactive media entertainment company. The
core business operation of the Group is the operation of an online game platform in China across various
provinces with one of the major presences in Beijing.
9
LETTER FROM THE BOARD
Currently, the Group has various subsidiaries and operations in Beijing including (a) C Y
Foundation Culture Company Limited h,=v , and (b) zSI=v
Beijing T-Matrix Culture Company Limited (the intended PRC Purchaser), business of both of which
were announced by the Company in their announcements dated 8 March 2007 and 6 June 2007. The
operations of these two subsidiary groups are mainly hosting, organizing and coordinating online games
and tournaments, as well as the franchising of internet cafes and entertainment centres.
Currently, both the Beijing office and the Hong Kong office of the Group are on a lease basis. The
PRC Property will be mainly used as the new Beijing principal office of the Group. The HK Property will
continue to be used as the Hong Kong principal office of the Group. With these acquisitions, the Group is
able to establish its permanent basis in Beijing and Hong Kong. In view of the Group’s heavy operations
in Beijing and Hong Kong and the increasing value of property in Beijing and Hong Kong, the Board
concluded self-owned office space is more cost-efficient than leased office premises in these two
territories.
The Directors consider the terms of the PRC Acquisition and the HK Acquisition fair and
reasonable and in the interest of the Group and the shareholders of the Company as a whole.
ADDITIONAL INFORMATION
Your attention is also drawn to the information set out in the appendix to this circular.
Yours faithfully,
On behalf of the Board
Cheng Chee Tock Theodore
Chairman
10
APPENDIX GENERAL INFORMATION
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of
giving information with regard to the Company. The Directors collectively and individually accept full
responsibility for the accuracy of the information contained in this circular and confirm, having made all
reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission
of which would make any statement herein misleading.
2. DIRECTORS’ INTERESTS
As at the Latest Practicable Date, the interests or short positions of the Directors and chief
executive of the Company in the shares, underlying shares, and debentures of the Company or any of its
associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required
to be kept under section 352 of the SFO, or otherwise as required to be notified to the Company and the
Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or the Model Code for Securities
Transactions by Directors of Listed Companies were as follows:
(a) Long positions in Shares
Number of Shares
Personal Corporate
Name Capacity interest interest Shareholding
(%)
Poh Po Lian
(i)
Interest in a controlled – 2,646,264,127 71.76
corporation
Chow Steven Beneficial owner 55,000 – 0.00
55,000 2,646,264,127 71.76
(b) Long positions in underlying Shares – warrant
Exercise Number of Percentage
Date of Exercise Amount of price exercisable to issued
Name issue period warrant per Share Shares Shares
(HK$) (HK$) (%)
Poh Po Lian
(i)
2007-01-31 2007-01-31 6,000,000 0.01 600,000,000 16.28
to 2010-01-30
11
APPENDIX GENERAL INFORMATION
(c) Long positions in underlying Shares – convertible note
Amount of Conversion Number of Percentage
Date of Conversion convertible price convertible to issued
Name issue period note per Share Shares Shares
(HK$) (HK$) (%)
Cheng Chee Tock 2007-04-13 2007-04-13 20,000,000 0.01 2,000,000,000 54.24
Theodore
(ii)
to 2010-04-12
(d) Aggregate long positions in Shares and underlying Shares
Number of Percentage
Number of underlying Aggregate to issued
Name Shares Shares in number Shares
(%)
Cheng Chee Tock Theodore
(ii)
– 2,000,000,000 2,000,000,000 54.24
Poh Po Lian
(i)
2,646,264,127 600,000,000 3,246,264,127 88.04
Chow Steven 55,000 – 55,000 0.00
2,646,319,127 2,600,000,000 5,246,319,127
(iii)
142.28
(e) Notes:
(i) The Shares were held by Luck Continent Limited (“Luck Continent”) which was
wholly owned by Dato Poh. Dato Poh was deemed to be interested in all these Shares
which are also disclosed in the section headed “Substantial Shareholders” below.
(ii) The Shares were held by Super Bonus Management Limited (“Super Bonus”) which
was wholly owned by Mr Cheng. Mr Cheng was deemed to be interested in all these
Shares which are also disclosed in the section headed “Substantial Shareholders”
below.
(iii) The figure is distorted to above 100% as dilution upon issue of the underlying Shares
is not taken into consideration in accordance with the applicable rules for the
disclosure requirement hereof.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors, chief
executive or their associates had any personal, family, corporate or other beneficial interests or
short positions in the shares, underlying shares or debentures of the Company or any of its
associated corporations (within the meaning of Part XV of the SFO) as recorded in the register
required to be kept under section 352 of the SFO, or otherwise as required to be notified to the
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO or the
Model Code for Securities Transactions by Directors of Listed Companies.
12
APPENDIX GENERAL INFORMATION
3. SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, the persons/companies, other than a Director or chief executive
of the Company, who had interests or short positions in the Shares and underlying Shares which would
fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO and
as recorded in the register of the Company were as follows:
(a) Long positions in Shares
Number
Name Capacity of Shares Shareholding
(%)
Luck Continent
(i)
Beneficial owner 2,646,264,127 71.76
Playtech Software Limited Beneficial owner 53,750,000 1.46
(“Playtech”)
(ii)
2,700,014,127 73.22
(b) Long positions in underlying Shares
Number of Percentage
Financial underlying to issued
Name Capacity instrument Shares Shares
(%)
Luck Continent
(i)
Beneficial owner Warrant 600,000,000 16.28
Super Bonus
(iii)
Beneficial owner Convertible note 2,000,000,000 54.24
Copernicus Trading Limited Beneficial owner Convertible note 400,000,000 10.85
(“Copernicus”)
(iv)
Emphasis Services Limited Interest in a controlled Convertible note 400,000,000 10.85
(“ESL”)
(iv)
corporation
TSLIB Limited Interest in a controlled Convertible note 400,000,000 10.85
(“TSLIB”)
(iv)
corporation
Hall Thomas Alexej Interest in a controlled Convertible note 400,000,000 10.85
(“Hall”)
(iv)
corporation
Evermore Trading Limited Interest in a controlled Convertible note 400,000,000 10.85
(“Evermore”)
(iv)
corporation
Playtech
(iv)
Interest in a controlled Convertible note 400,000,000 10.85
corporation
13
APPENDIX GENERAL INFORMATION
(c) Notes:
(i) Pursuant to the SFO, Dato Poh Po Lian, a Director, was deemed to be interested in
these Shares details of which have been disclosed in the section headed “Directors’
Interest” above.
(ii) Playtech was recorded in the underlying register in view of its total interest upon
aggregating its interest in the underlying Shares.
(iii) Pursuant to the SFO, Mr Cheng Chee Tock Theodore, a Director, was deemed to be
interested in the Shares details of which have been disclosed in the section headed
“Directors’ Interest” above.
(iv) These refer to the same number of 400,000,000 underlying Shares under a convertible
note. These Shares were held by Copernicus which was held as to (a) 31.25% by ESL
which was in turn held as to 33.45% by TSLIB (wholly owned by Hall) and 4.95% by
Hall; and (b) 50% by Evermore which was in turn wholly owned by Playtech. Each
underlying Share under the convertible note may be issued at a conversion price of
HK$0.01 with conversion period from up to 20 March 2010.
Save as disclosed above, as at the Latest Practicable Date, no other person/company, other
than a Director or chief executive of the Company, had any personal, family, corporate or other
beneficial interests or short positions in the Shares or underlying Shares in the Company which
would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of
the SFO and as recorded in the register of the Company.
4. COMPETING INTEREST
As at the Latest Practicable Date, none of the Directors or their respective associates had any
interest in a business which competes or may compete with the business of the Group.
5. SERVICE CONTRACT
As at the Latest Practicable Date, no Director has a service contract with the Company in respect
of his service to the Company in the capacity of a Director which is not expiring or determinable by the
Company within one year without payment of compensation other than statutory compensation.
6. LITIGATION
(a) In August 2005, Orient Rise Limited (“Orient Rise”) initiated a legal action against French
Trade Marketing Limited and Euro Fashion Trading Company Limited, two wholly-owned
subsidiaries of the Group for a breach of the terms of sublicence causing loss and damages
to Orient Rise.
Up to the Latest Practicable Date, based on the legal advice obtained, the Directors believed
that there is no ground for Orient Rise to make the claim and therefore, no provision
therefor has been made.
14
APPENDIX GENERAL INFORMATION
Save as disclosed above, neither the Company nor any other company in the Group is engaged in
any litigation or arbitration of material importance and no litigation or claim of material importance is
known to the Directors to be pending or threatened against either the Company or any other company in
the Group.
7. MISCELLANEOUS
(a) The qualified accountant of the Company is Mr Io Cheok Kei Rudy, a fellow member of the
Hong Kong Institute of Certified Public Accountants.
(b) The secretary of the Company is Ms Kwok Oi Kuen Joan Elmond, fellow member of each
of the Hong Kong Institute of Company Secretaries and the Institute of Chartered
Secretaries and Administrators.
(c) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM
11, Bermuda. The head office and the principal place of business of the Company in Hong
Kong is at 17/F Silver Base Centre, 200 Gloucester Road, Wanchai, Hong Kong.
(d) The principal share registrars and transfer office of the Company in Bermuda is Butterfield
Fund Services (Bermuda) Limited at Rosebank Centre, 11 Bermudiana Road, Pembroke
HM08, Bermuda. The branch share registrars and transfer office of the Company in Hong
Kong is Tricor Secretaries Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Wanchai,
Hong Kong.
(e) The English text of this circular shall prevail over the Chinese text.
