consult a licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Easyknit International Holdings Limited, you
should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other
agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
EASYKNIT INTERNATIONAL HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1218)
DISCLOSEABLE TRANSACTION
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
R14.58(1)
App1B(1)
R13.51A
4 December, 2007
Page
DEFINITIONS ............................................................ 1
LETTER FROM THE BOARD ............................................... 2
APPENDIX — GENERAL INFORMATION...........................
| 5 |
| CONTENTS |
| —i— |
In this circular, unless the context otherwise requires, the following expressions have the
following meanings:
“Announcement” the announcement of the Company dated 14 November 2007
concerning the Disposals
“associate” has the meaning ascribed to it under the Listing Rules
“Board” the board of Directors
“Company” Easyknit International Holdings Limited, an exempted
company incorporated in Bermuda with limited liability, the
shares of which are listed on the Stock Exchange
“Directors” the directors of the Company
“Disposals” the disposals by the Company of an aggregate of 1,000,000
Petrochina H Shares on the market on 9 November 2007
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” Hong Kong Special Administrative Region
“Latest Practicable Date” 28 November 2007, being the latest practicable date prior to
the printing of this circular for ascertaining certain
information contained herein
“Listing Rules” The Rules Governing the Listing of Securities on the Stock
Exchange
“Petrochina” Petrochina Company Limited, listed on the main board of the
Stock Exchange (Stock code: 857)
“Petrochina H Share” overseas listed foreign shares of RMB1.00 each in the share
capital of Petrochina which are listed on the Stock Exchange
and traded in Hong Kong dollars
“RMB” Renminbi, the lawful currency of the People’s Republic of
China
“SFO” the Securities and Futures Ordinance (Cap 571 of the laws of
Hong Kong)
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the
Company
“Shareholders” holders of the Shares
“Stock Exchange” Tse Wing Chiu, Ricky
(President & Chief Executive Officer)
Ms. Lui Yuk Chu (Vice President)
Mr. Kwong Jimmy Cheung Tim
Independent Non-executive Directors:
Mr. Wong Sui Wah, Michael
Mr. Tsui Chun Kong
Mr. Jong Koon Sang
Registered Office:
Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
Head Office and Principal Place of Business
in Hong Kong:
Unit A, 7th Floor
Hong Kong Spinners Building
Phase 6, 481-483 Castle Peak Road
Cheung Sha Wan
Kowloon, Hong Kong
4 December, 2007
To the Shareholders,
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
INTRODUCTION
The Company made the Announcement about the Disposals. This Circular gives the Shareholders
further information about the Disposals required under the Listing Rules.
THE DISPOSALS
The Company has, through its wholly-owned subsidiary, disposed on the market of an aggregate
of 1,000,000 shares in Petrochina (representing approximately 0.000546% of the issued share capital
of Petrochina, based on its issued share capital of 183,020,977,818 shares as shown in the
announcement of Petrochina dated 1 November 2007) on 9 November 2007. The gross sale proceeds
of the Disposal were HK$15,960,000 (exclusive of transaction costs) which were received by payment
in cash. The consideration received by the Company represented the then market price of the
LETTER FROM THE BOARD
— 2 —
App1B(1)
R13.51A
R2.14
App1B(36)
R14.63(1)
R14.60(1) (2) (3)(a)
R14.58(3) (4) (5) (6)
R14.70(2)
Petrochina H Shares. As a result of the Disposals, the Company will recognise a gain of approximately
HK$1,860,000 calculated on the basis of the difference between the acquisition price and the disposal
price exclusive of transaction costs.
As the Disposals were made through the market, the Company is not aware of the identities of
the buyers of the Petrochina H Shares and accordingly, to the best of the knowledge of the directors
having made all reasonable enquiries, the purchasers of the Petrochina H Shares are third parties
independent of the Company and connected persons (as defined in the Listing Rules) of the Company,
its subsidiaries and their respective associates.
REASONS FOR THE DISPOSALS
The Company carries on the principal businesses of garment sourcing and export, property
investment, investment in securities and loan financing.
The directors of the Company consider that the Disposals will enhance the cash balances of the
Company. In addition, as the Petrochina H Shares were sold at market price, the Board believes that
the Disposals were fair and reasonable and in the interests of the shareholders of the Company as a
whole. The Company intends to use the net proceeds as part of the general working capital of the
Group.
EFFECT ON EARNINGS AND ASSETS AND LIABILITIES OF THE COMPANY
The Disposals will enable the Company to recognise a net gain of approximately HK$1,860,000
subject to annual audit. As a result of the Disposals, the assets level of the Group will be increased
by HK$1,860,000. The Disposals will have no impact on the consolidated liabilities of the Company.
INFORMATION ON PETROCHINA
Petrochina is a joint stock company incorporated in the People’s Republic of China with limited
liability and listed on the main board of the Stock Exchange. Based on its company profile on the
website of the Stock Exchange, Petrochina is principally engaged in petroleum and natural gas-related
activities, including:
(a) the exploration, development, production and sale of crude oil and natural gas;
(b) the refining, transportation, storage and marketing of crude oil and petroleum products;
(c) the production and sale of basic petrochemical products, derivative chemical products and
other petrochemical products; and
(d) the transmission of natural gas and crude oil, and the sale of natural gas.
Further information on Petrochina can be found on the Stock Exchange website. Based on the
2007 interim report of Petrochina as at 30 June 2007, the unaudited net asset value of Petrochina was
RMB755,053 million (equivalent to approximately HK$776,949.5 million), while the unaudited net
LETTER FROM THE BOARD
— 3 —
R14.58(3)
R14.63(3)
R14.58(2)
R14.58(8)
R14.60(3)(b)
R14.70(1)
R14.64(5)
R14.59(2)
R14.58(2)
R14.58(7)
asset value of Petrochina attributed to the Disposals was approximately RMB4,220,746 (equivalent to
approximately HK$4,343,148). According to the annual reports of Petrochina for the two years ended
31 December 2005 and 31 December 2006 respectively, its net profits from ordinary activities (before
and after taxation) were RMB193,822 million and RMB199,173 million and RMB139,642 million and
RMB149,397 million respectively.
GENERAL
Based on the “five-tests” calculation set out in rule 14.07 of the Listing Rules, one of the
applicable percentage ratios in respect of the Disposals in aggregate exceeds 5% but is less than 25%.
The Disposals therefore, constitute a discloseable transaction of the Company under rule 14.06(2) of
the Listing Rules.
Set out in the Appendix is general information about the Company.
Yours faithfully,
For and on behalf of
Easyknit International Holdings Limited
Tse Wing Chiu, Ricky
President and Chief Executive Officer
LETTER FROM THE BOARD
— 4 —
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. DISCLOSURE OF INTERESTS
As at the Latest Practicable Date, the Directors and the chief executive of the Company and their
respective associates had the following interests and short positions in the shares, underlying shares
and debentures of the Company and its associated corporation (within the meaning of Part XV of the
SFO) which were required to be notified to the Company and the Stock Exchange pursuant to
Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which any such
Director or, chief executive of the Company was taken or deemed to have under such provisions of
the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register
referred to therein or which were required, pursuant to the Model Code for Securities Transactions by
Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock
Exchange:
A. Interests in the Company
Name of Director Nature of interest
Number of
ordinary
Shares
(long position)
Approximate
percentage
of interest
Lui Yuk Chu (Note) Beneficiary of a trust 291,794,804 36.74%
Note: These Shares were registered in the name of and were beneficially owned by Magical Profits Limited, which was
wholly-owned by Accumulate More Profits Limited which in turn was wholly-owned by Hang Seng Bank
Trustee International Limited as trustee of The Magical 2000 Trust (the beneficiaries of which included Ms. Lui
Yuk Chu and her family members other than her spouse).
APPENDIX GENERAL INFORMATION
— 5 —
App1B(2)
App1B(38)(1)
App1B(38)(1A)
B. Interests in associated corporations
1. Easyknit Enterprises Holdings Limited
Name of Director Nature of interest
Number of
ordinary
Shares
(long position)
Approximate
percentage
of interest
Lui Yuk Chu (Note) Beneficiary of a trust 1,410,852,520 35.93%
Note: These shares were registered in the name of and were beneficially owned by Landmark Profits Limited
which was a wholly-owned subsidiary of the Company. Magical Profits Limited was interested in
approximately 36.74% of the issued share capital of the Company and it was wholly-owned by
Accumulate More Profits Limited which in turn was wholly-owned by Hang Seng Bank Trustee
International Limited as trustee of The Magical 2000 Trust (the beneficiaries of which included Ms. Lui
Yuk Chu and her family members other than her spouse).
2. Wellmake Investments Limited (“Wellmake”) (Note a)
Name of Director Nature of interest
Number of
non-voting
deferred
shares
(long position)
Approximate
percentage
of interest
Lui Yuk Chu (Note b) 2 100%
Notes:
(a) All the issued ordinary shares in the share capital of Wellmake which carry voting rights were held by the
Company.
(b) One non-voting deferred share was held by Ms. Lui Yuk Chu as beneficial owner and the other one was held
by her spouse, Mr. Koon Wing Yee.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief
executive of the Company and their respective associates had any interests or short positions in
the shares, underlying shares and/or debentures of the Company and its associated corporation
(within the meaning of Part XV of the SFO) which were required to be notified to the Company
and the Stock Exchange pursuant to the Divisions 7 and 8 of Part XV of the SFO (including
interests or short positions which any such Director or chief executive of the Company was taken
or deemed to have under such provisions of the SFO) or which were required, pursuant to section
352 of the SFO, to be entered in the register referred to therein or which were required, pursuant
to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the
Listing Rules, to be notified to the Company and the Stock Exchange.
APPENDIX GENERAL INFORMATION
— 6 —
3. SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, so far as was known to the Directors or chief executive of the
Company, the following persons (“Substantial Shareholders”) (other than the Directors or the chief
executive of the Company) who had an interest or short position in the Shares or underlying shares
of the Company which would fall to be disclosed to the Company under the provision of Divisions 2
and 3 of Part XV of the SFO or who were, directly or indirectly, interested in 10% or more of the
nominal value of any class of share capital carrying rights to vote in all circumstances at general
meetings of any other member of the Group, or, had any options in respect of such capital are set out
below:
Name of Substantial Shareholder Nature of interest
Number of
ordinary
Shares
(long position)
Approximate
percentage
of interest
Koon Wing Yee (Note a) Interest of spouse 291,794,804 36.74%
Magical Profits Limited
(Notes a & b)
Beneficial owner 291,794,804 36.74%
Accumulate More Profits Limited
(Notes a & b)
Interest of controlled
corporation
291,794,804 36.74%
Hang Seng Bank Trustee
International Limited
(Notes a & c)
Trustee 291,794,804 36.74%
Hang Seng Bank Limited
(Note c)
Interest of controlled
corporation
291,794,804 36.74%
The Hongkong and Shanghai
Banking Corporation Limited
(Notes c & d)
Interest of controlled
corporation
291,794,809 36.74%
HSBC Asia Holdings BV
(Note d)
Interest of controlled
corporation
291,794,809 36.74%
HSBC Asia Holdings (UK)
(Note d)
Interest of controlled
corporation
291,794,809 36.74%
HSBC Holdings BV (Note d) Interest of controlled
corporation
291,794,809 36.74%
HSBC Finance (Netherlands)
(Note d)
Interest of controlled
corporation
291,794,809 36.74%
HSBC Holdings plc (Note d) Interest of controlled
corporation
291,794,809 36.74%
Notes:
(a) The 291,794,804 Shares relate to the same block of Shares. These Shares were registered in the name of and were
beneficially owned by Magical Profits Limited, which was a wholly-owned subsidiary of Accumulate More Profits
Limited which in turn was wholly-owned by Hang Seng Bank Trustee International Limited as trustee of The
Magical 2000 Trust (the beneficiaries of which included Ms. Lui Yuk Chu and her family members other than her
spouse). Mr. Koon Wing Yee, being the spouse of Ms. Lui Yuk Chu was deemed to be interested in the 291,794,804
Shares by virtue of the SFO.
APPENDIX GENERAL INFORMATION
— 7 —
App1B(38)(2)
(b) Ms. Lui Yuk Chu, being a Director, is also a director of Magical Profits Limited and Accumulate More Profits
Limited.
(c) Hang Seng Bank Trustee International Limited was a wholly-owned subsidiary of Hang Seng Bank Limited. Hang
Seng Bank Limited was owned as to approximately 62.14% by The Hongkong and Shanghai Banking Corporation
Limited.
(d) The 291,794,809 Shares relate to the same block of Shares. Out of the 291,794,809 Shares, 291,794,804 Shares
were registered in the name of and were beneficially owned by Magical Profits Limited. The remaining 5 Shares
were held by HSBC Broking Securities (Asia) Limited, which was a wholly-owned subsidiary of HSBC Broking
Services (Asia) Limited which in turn was wholly-owned by The Hongkong and Shanghai Banking Corporation
Limited. The Hongkong and Shanghai Banking Corporation Limited was wholly-owned by HSBC Asia Holdings
BV which was a wholly-owned subsidiary of HSBC Asia Holdings (UK). HSBC Asia Holdings (UK) was
wholly-owned by HSBC Holdings BV which in turn was wholly-owned by HSBC Finance (Netherlands). HSBC
Finance (Netherlands) was a wholly-owned subsidiary of HSBC Holdings plc.
Save as disclosed above, as at the Latest Practicable Date, the Directors and chief executive of
the Company are not aware of any other persons who had an interest or short position in the Shares
or underlying shares of 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, or who were, directly or indirectly interested
in 10% or more of the nominal value of any class of share capital carrying rights to vote in all
circumstances at general meetings of any other member of the Group or had any options in respect of
such capital.
4. LITIGATION
As at the Latest Practicable Date, neither the Company nor, any of its subsidiaries was engaged
in any litigation or claims of material importance and, so far as the Directors are aware, there was no
litigation or claims of material importance known to the Directors to be pending or threatened by or
against the Company or any of its subsidiaries.
5. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES
As at the Latest Practicable Date, none of the Directors or their respective associates had any
interest in businesses which are considered to compete or are likely to compete, either directly or
indirectly, with the businesses of the Group as required to be disclosed pursuant to the Listing Rules.
6. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had any existing nor proposed service
contracts with any member of the Group, save for the contracts which will expire or are terminable
by the Group within one year without payment of compensation, other than statutory compensation.
APPENDIX GENERAL INFORMATION
— 8 —
App1B(34)
App1B(33)
R14.64(8)
R14.64(7)
7. MISCELLANEOUS
(a) The secretary of the Company is Chan Po Cheung, a fellow member of The Hong Kong
Institute of Certified Public Accountants and The Association of Chartered Certified
Accountants.
(b) The qualified accountant of the Company is Chan Po Cheung, a fellow member of The Hong
Kong Institute of Certified Public Accountants and The Association of Chartered Certified
Accountants.
(c) The registered office of the Company is at Canon’s Court, 22 Victoria Street, Hamilton
HM12, Bermuda and the principal place of business of the Company in Hong Kong is at
Unit A, 7th Floor, Hong Kong Spinners Building, Phase 6, 481-483 Castle Peak Road,
Cheung Sha Wan, Kowloon, Hong Kong.
(d) The Hong Kong branch share registrar and transfer office of the Company is Tricor
Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong
Kong.
(e) The English text of this circular shall prevail over the Chinese text in the case of
inconsistency.
APPENDIX GENERAL INFORMATION
— 9 —
App1B(35)
App1B(35)
App1B(36)
App1B(36)
