if you are in any doubt as to any aspect of this circular or as to the action you should take, you
should consult your licensed securities dealer, bank manager, solicitor, professional accountant or
other professional adviser.
if you have sold or transferred all your shares in Enerchina 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.
ENERCHiNA HOLDiNGs LiMiTED
(Incorporated in Bermuda with limited liability)
(Stock Code: 622)
DisCLOsEABLE TRANsACTiON
DisPOsAL OF EXisTiNG sHAREs OF
TOWNGAs CHiNA COMPANY LiMiTED
BY KENsON iNVEsTMENT LiMiTED
16 October 2007
for identification purpose only
- - | ||
| contents | ||
| Definitions | 1 | |
| Letter from the Board | ||
| 1 | Introducton | 3 |
| 2 | The Dsposal | 4 |
| 3 | Changes n the shareholdng nterests n Towngas Chna | 5 |
| 4 | Informaton on Towngas Chna | 6 |
| 5 | Reasons for the Dsposal and use of the net proceeds | 6 |
| 6 | Fnancal effects of the Dsposal | 7 |
| 7 | Implcatons under the Lstng Rules | 7 |
| 8 | General | 7 |
| Appendix – General Information | 8 |
- -
Definitions
In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:
“Announcement” announcement of the Company dated 25 September 2007 relating
to the Disposal
“Asia Pacific” Asia Pacific Promotion Limited, a company incorporated in the
British Virgin Islands which is wholly-owned by Mr. Ou Yaping
(the chairman and executive Director of the Company)
“associate” as defined in the Listing Rules
“Board” board of Directors
“Business Day” a day (other than a Saturday) on which banks in Hong Kong are
open for business
“Company” Enerchina Holdings Limited (stock code: 622), a company
incorporated in Bermuda, whose shares are listed on the Main
Board of the Stock Exchange
“connected person” as defined in the Listing Rules
“Directors” directors of the Company
“Disposal” the disposal of the Sale Shares by Kenson to the Purchaser on
the Stock Exchange
“Group” the Company and its subsidiaries
“HK&CG” The Hong Kong and China Gas Company Limited (stock code:
003), a company incorporated in Hong Kong, whose shares are
listed on the Main Board of the Stock Exchange
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Kenson” Kenson Investment Limited, a company incorporated in the British
Virgin Islands and a wholly-owned subsidiary of the Company
“Latest Practicable Date” 2 October 2007, being the latest practicable date prior to the
printing of this circular for ascertaining certain information
referred to herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock
Exchange
- 2 -
Definitions
“PRC” People’s Republic of China
“Purchaser” Morgan Stanley & Co. Incorporated, a corporation incorporated
in the State of Delaware, U.S. and registered as a broker-dealer
with the U.S. Securities and Exchange Commission
“Sale Price” HK$4.40 per Towngas Share
“Sale Shares” a total of 60,000,000 Towngas Shares, representing approximately
3.09% of the issued share capital of Towngas China as at the date
of the Announcement and approximately 3.08% of the issued
share capital of Towngas China as at the Latest Practicable
Date
“SFO” Securities and Futures Ordinance (Chapter 57 of Laws of Hong
Kong)
“Shareholder” holder of Share(s)
“Share(s)” share(s) of HK$0.0 each in the capital of the Company
“Sinolink” Sinolink Worldwide Holdings Limited (stock code: 68), a
company incorporated in Bermuda, whose shares are listed on
the Main Board of the Stock Exchange
“Smart Orient” Smart Orient Investments Limited, a company incorporated in
the British Virgin Islands and a wholly-owned subsidiary of
Sinolink
“Stock Exchange” 0 each in the capital of Towngas China
“U.S.” United States of America
“&#%8221; per cent.
- -
letter from the board
eNerChINa holdINGS lImIted
(Incorporated in Bermuda with limited liability)
(Stock Code: 622)
Executive Directors: Registered Office:
OU Yaping (Chairman) Clarendon House
CHEN Wei (Chief Executive Officer) 2 Church Street
TANG Yui Man Francis Hamilton HM 11
XIANG Ya Bo Bermuda
Non-executive Director: Principal Place of
SUN Qiang Chang (Non-executive Vice Chairman) Business in Hong Kong:
28th Floor
Independent Non-executive Directors: Vicwood Plaza
LU Yungang 199 Des Voeux Road Central
Davin A. MACKENZIE Hong Kong
XIN Luo Lin
16 October 2007
To the Shareholders
Dear Sir or Madam,
dISCloSeable traNSaCtIoN
dISPoSal of eXIStING ShareS of
toWNGaS ChINa ComPaNY lImIted
bY KeNSoN INVeStmeNt lImIted
1. INtrodUCtIoN
The Board announced on 25 September 2007 that Kenson, a wholly-owned subsidiary of the
Company, had disposed of the Sale Shares to the Purchaser on market at the Sale Price of HK$4.40
per Towngas Share.
for identification purpose only
- 4 -
letter from the board
The Disposal constitutes a discloseable transaction of the Company under Chapter 14 of the
Listing Rules. The purpose of this circular is to provide you with further information on the Disposal
and other information as required under the Listing Rules.
2. the dISPoSal
Vendor
Kenson, a company incorporated in the British Virgin Islands, is a substantial shareholder
of Towngas China. As at the Latest Practicable Date, Kenson together with parties acting in
concert with it (as defined in the Takeovers Code) holds 50,487,245 Towngas Shares, representing
approximately 27.2% of the issued share capital of Towngas China upon completion of the
Disposal. Kenson is a wholly-owned subsidiary of the Company. The principal business activities
of Kenson is investment holding.
Purchaser
The Purchaser. To the best of the Directors’ knowledge, information and belief having
made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties
independent of the Company and its connected persons.
Sale Shares
60,000,000 Towngas Shares, representing approximately .09% of the issued share capital
of Towngas China as at the date of the Announcement and approximately .08% of the issued
share capital of Towngas China as at the Latest Practicable Date.
Sale Price
The Sale Price of HK$4.40 per Towngas Share represents:
(a) a discount of approximately 2.00% to the closing price of HK$4.490 per Towngas
Share as quoted on the Stock Exchange on 25 September 2007, being the date of
the Disposal;
(b) a discount of approximately 1.96% to the average closing prices of HK$4.488 per
Towngas Share for the last five trading days up to 25 September 2007;
(c) a discount of approximately .1% to the average closing prices of HK$4.542 per
Towngas Share for the last ten trading days up to 25 September 2007;
(d) a discount of approximately 6.12% to the average closing prices of HK$4.687 per
Towngas Share for the last twenty trading days up to 25 September 2007; and
(e) a discount of approximately 1.12% to the closing price of HK$4.450 per Towngas
Share on 28 September 2007, being the date of completion of the Disposal.
- 5 -
letter from the board
The aggregate consideration for the Sale Shares was HK$264.0 million and was settled
in cash upon completion of the Disposal. The Sale Price was arrived at after arm’s length
negotiation between Kenson and the Purchaser with reference to the closing price of the Towngas
Share of HK$4.54 on 24 September 2007, being the date immediately preceding the date of the
Disposal. Based on the closing price of HK$4.49 per Towngas Share as quoted on the Stock
Exchange on 25 September 2007, being the date of the Disposal, the market value of the Sale
Shares as at 25 September 2007, was HK$269.4 million.
The Directors (including the independent non-executive Directors) consider that the Disposal
has been entered into upon normal commercial terms following arm’s length negotiations between
Kenson and the Purchaser, and that the terms of the Disposal (including the Sale Price) are fair
and reasonable and are in the interest of the Company and the Shareholders as a whole.
Completion of the disposal
The Disposal was unconditional. Completion of the Disposal had taken place on 28
September 2007, being the second Business Day immediately after the date of the Disposal.
3. ChaNGeS IN the ShareholdING INtereStS IN toWNGaS ChINa
The shareholding interests of Towngas China as at the date of the Announcement, before and
after completion of the Disposal were as follows:
as at the date of the Prior to completion after completion
Shareholders announcement of the disposal of the disposal
Number of Number of Number of
Towngas Approximate Towngas Approximate Towngas Approximate
Shares percentage Shares percentage Shares percentage
Kenson and parties acting in
concert with it (as defined
in the Takeovers Code) 590,487,245 0.4% 590,487,245 0.1% 50,487,245 27.2%
HK&CG (Note 1) 850,202,091 4.81% 885,947,091 45.48% 885,947,091 45.48%
(Note 2)
Public
The Purchaser – – – – 60,000,000 .08%
Other public shareholders 499,95,794 25.76% 471,71,09 24.21% 471,71,09 24.21%
total 1,940,625,10 100.00% 1,948,165,75 100.00% 1,948,165,75 100.00%
(Note 3)
- 6 -
letter from the board
Notes:
1. So far as the Directors are aware after making reasonable enquiries, HK&CG is a third party independent of the
Purchaser and its connected persons.
2. Further to the Announcement and prior to completion of the Disposal, HK&CG has, through its wholly-owned
subsidiary, Planwise Properties Limited, further acquired on market an aggregate of 5,745,000 Towngas
Shares, representing approximately 1.8% of the issued share capital of Towngas China upon completion of the
Disposal.
. These Shares did not take into account of the number of Towngas Shares issued by Towngas China pursuant to
the exercise of share options and conversion rights attaching to the convertible bonds of Towngas China for the
period from the date of the Announcement to the date of completion of the Disposal.
4. INformatIoN oN toWNGaS ChINa
The principal activities of the Towngas China Group are the sale and distribution of liquefied
petroleum gas and natural gas in the PRC, including the sale of liquefied petroleum gas in bulk and
in cylinders, the provision of piped liquefied petroleum gas and natural gas, construction of gas
pipelines, the operation of city gas pipeline network, the operation of gas fuel automobile refilling
stations, and the sale of liquefied petroleum gas and natural gas household appliances. As stated in
the annual report of Towngas China for the year ended 1 December 2006, the audited consolidated
net assets value of Towngas China Group as at 1 December 2006 was approximately HK$2,09.0
million. The audited consolidated net profit before and after taxation of Towngas China for the year
ended 1 December 2005 were approximately HK$241.0 million and HK$205.9 million respectively.
The audited consolidated net loss before and after taxation of Towngas China for the year ended 1
December 2006 were approximately HK$229.6 million and HK$246.6 million respectively. The net
profit before and after taxation attributable to the Sale Shares for the year ended 1 December 2005
were approximately HK$7.45 million and HK$6.6 million respectively. The net loss before and after
taxation attributable to the Sale Shares for the year ended 1 December 2006 were approximately
HK$7.09 million and HK$7.62 million respectively.
5. reaSoNS for the dISPoSal aNd USe of the Net ProCeedS
The principal business activities of the Company and its subsidiaries are electricity generation
and the sale of electricity and through Towngas China, the sale and distribution of liquefied petroleum
gas and piped gas, and gas pipelines construction.
The Directors consider that the Disposal represents an opportunity to raise additional funds
for the Company. As at the Latest Practicable Date, Kenson does not have any current intention to
further dispose of its shareholding in Towngas China.
The net proceeds of the Disposal are estimated to be approximately HK$262.0 million. The
Company intends to apply the net proceeds of the Disposal for business expansion of the Group,
including possible pursuit of relevant acquisitions opportunities and funding of new projects to be
undertaken by the Company in the future. As at the Latest Practicable Date, the Company has not
identified any targets for acquisition or projects and has no intention to use the net proceeds raised
for any specific purpose and there is no negotiation in progress or agreement entered into by the
Company and its subsidiaries, which triggers the disclosure on the part of the Company pursuant to
the Listing Rules.
- 7 -
letter from the board
6. fINaNCIal effeCtS of the dISPoSal
Based on the unaudited accounts of Towngas China for the six months ended 0 June 2007, a gain
of approximately HK$18.0 million is expected to accrue to the Company as a result of the Disposal,
which has been determined based on the consideration of the Disposal, expenses incurred in relation
to the Disposal, release of goodwill and adjusted net asset value of Towngas China as disclosed in
its interim report for the six months ended 0 June 2007 which is attributable to the Sale Shares, and
which shall be subject to adjustment based on the management accounts of Towngas China as at 0
September 2007 which are not yet available as at the Latest Practicable Date. Apart from the gain
realized from the Disposal as disclosed in this circular, the Directors consider that the Disposal will
not be expected to have any material impact on the future earnings of the Group. As a result of the
Disposal, there will be a cash increase in the Group of HK$262.0 million and a decrease in the interest
in an associate of a book value of approximately HK$244.0 million. The Directors do not expect
that there will be any impact on the liabilities of the Company as a result of the Disposal. Towngas
China is and will be regarded as an associate of the Company both before and after completion of
the Disposal in the consolidated audited accounts of the Company.
7. ImPlICatIoNS UNder the lIStING rUleS
The Disposal constitutes a discloseable transaction for the Company under the Listing Rules as
the relevant percentage ratios in relation to the Disposal pursuant to Chapter 14 of the Listing Rules
are more than 5% and less than 25%.
Neither the Company nor its subsidiaries has entered into any transaction with the Purchaser in
relation to the disposal of the Towngas Shares for the past 12 month period. As such, no transaction
shall be aggregated with the Disposal for the purpose of Rule 14.22 of the Listing Rules.
8. GeNeral
Your attention is drawn to the general information set out in the appendix to this circular.
Yours faithfully,
By Order of the Board
eNerChINa holdINGS lImIted
tang Yui man francis
Executive Director
- -
appendix generalinformation
1. reSponSiBilitYStatement
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. diSCloSUreofintereStS
(a) interestandshortpositionsofdirectorsandchiefexecutiveoftheCompany
As at the Latest Practicable Date, the interests and the short positions, if any, of each
Director and chief executive of the Company in the Shares, underlying Shares and debentures of
the Company or its associated corporations (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 of Part XV of the SFO (including interests or short positions which the Directors and
chief executives were deemed or taken to have under such provisions of the SFO); or which were
required to be and were recorded in the register required to be kept by the Company pursuant
to Section 352 of the SFO; or as otherwise required to be notified to the Company and the
Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed
Companies (“Model Code”) contained in the Listing Rules were as follows:
(i) InterestsinShares
interestin approximate
interest underlying percentage
inShares Shares oftheissued
nameof family Corporate pursuantto aggregate sharecapitalof
director Capacity interest interest shareoptions interest theCompany
Lu Yungang Beneficial owner – – 2,2,000 2,2,000 0.05%
Davin A. Mackenzie Beneficial owner – – 2,2,000 2,2,000 0.05%
Ou Yaping Beneficial owner, 3,237,960 2,2,792,295 2,2,000 2,,31,255 60.26%
interest of controlled (Note)
corporation and
joint interest
Sun Qiang Chang Beneficial owner – – 15,000,000 15,000,000 0.31%
Tang Yui Man Beneficial owner – – 22,0,000 22,0,000 0.4%
Francis
Xiang Ya Bo Beneficial owner – – 22,0,000 22,0,000 0.4%
Xin Luo Lin Beneficial owner – – 2,2,000 2,2,000 0.05%
- 9 -
appendix generalinformation
Note: These 2,2,792,295 Shares represent the aggregate of: (i) the 1,971,690,942 Shares held by
Sinolink; (ii) the 223,990,353 Shares held by Smart Orient, which is a wholly-owned subsidiary
of Sinolink; and (iii) 67,111,000 Shares held by Asia Pacific. Mr. Ou Yaping through a company
beneficially owned by him, Asia Pacific holds approximately 47.93% of the existing issued share
capital of Sinolink and is therefore deemed to be interested in all these 2,195,61,295 Shares
interested by Sinolink under the SFO.
(ii) LongPositionsinunderlyingShares
Pursuant to the Company’s share option schemes, the Company has granted options to
subscribe for Shares in favour of certain Directors, details of which were as follows:
numberof
Shares
subjectto approximate
outstanding percentageof
optionsasat theissued
thelatest sharecapital
nameof exercise exercise practicable ofthe
director dateofgrant period price date Company
HK$
Lu Yungang 09.06.2004 09.06.2005 – 0.06.2014 0.44 2,2,000 0.05%
Davin A. 20.11.2004 20.10.2005 – 19.10.2015 0.50 2,2,000 0.05%
Mackenzie
Ou Yaping 09.06.2004 09.06.2004 – 0.06.2014 0.44 2,2,000 0.05%
Sun Qiang Chang 0.12.2005 0.12.2005 – 07.12.2015 0.3 15,000,000 0.31%
Tang Yui Man 09.06.2004 09.06.2004 – 0.06.2014 0.44 22,0,000 0.4%
Francis
Xiang Ya Bo 09.06.2004 09.06.2004 – 0.06.2014 0.44 22,0,000 0.4%
Xin Luo Lin 09.06.2004 09.06.2004 – 0.06.2014 0.44 2,2,000 0.05%
- 10 -
appendix generalinformation
Notes:
1. The vesting period of the share options is from the date of the grant until the commencement of
the exercise period.
2. These options represent personal interest held by the Directors as beneficial owners.
(iii) Interestsinsharesofassociatedcorporation
approximate
interestin percentage
underlying ofthe
shares issuedshare
nameof interestinShares total pursuant capitalofthe
nameof associated personal Corporate interest toshare aggregate associated
director corporation interest interest inshares options interest corporation
Ou Yaping Towngas China 3,61,000 530,47,245 534,105,245 – 534,105,245 27.42%
(Note)
Asia Pacific 2 – 2 – 2 100.00%
Chen Wei Towngas China 3,600,000 – 3,600,000 6,633,000 10,233,000 0.53%
Tang Yui Man Towngas China – – – 3,015,000 3,015,000 0.15%
Francis
Note: These 530,47,245 Towngas Shares represent the aggregate of 344,046,56 Towngas Shares
owned by Kenson and 16,440,677 Towngas Shares owned by Supreme All. As at the Latest
Practicable Date, each of Kenson and Supreme All is a wholly-owned subsidiary of the Company.
As approximately 45.1% interests of the Company are directly and indirectly held by Sinolink
and approximately 47.93% interests of Sinolink are held by Asia Pacific which is beneficially
owned by Mr. Ou Yaping, Mr. Ou Yaping is deemed to be interested in all these 530,47,245
Towngas Shares under the SFO.
- 11 -
appendix generalinformation
(iv) Interestsinunderlyingsharesofassociatedcorporation
number approximate
ofsharessubject percentage
tooutstanding oftheissued
nameof optionsas sharecapitalof
nameof associated dateof exercise exercise atthelatest theassociated
director corporation grant period price practicabledate corporation
HK$
Chen Wei Towngas China 04.04.2001 01.01.2003 – 03.04.2011 0.473 1,09,000 0.09%
04.04.2001 01.01.2004 – 03.04.2011 0.473 1,09,000 0.09%
19.11.2004 31.12.2005 – 30.03.2011 3.43 904,500 0.05%
19.11.2004 31.12.2006 – 30.03.2011 3.43 904,500 0.05%
19.11.2004 31.12.2007 – 30.03.2011 3.43 1,206,000 0.06%
Tang Yui Man Towngas China 19.11.2004 31.12.2005 – 30.03.2011 3.43 904,500 0.05%
Francis 19.11.2004 31.12.2006 – 30.03.2011 3.43 904,500 0.05%
19.11.2004 31.12.2007 – 30.03.2011 3.43 1,206,000 0.06%
Notes:
1. The vesting period of the share options is from the date of the grant until the commencement of
the exercise period.
2. These options represent personal interest held by the Directors as beneficial owners.
Save as disclosed above, as at the Latest Practicable Date, none of the Directors or chief
executive of the Company had any interests or short positions in the Shares, underlying Shares or
debentures of the Company or any of the foregoing of any of its associated corporations (within
the meaning of Part XV of the SFO) which would have to be notified to the Company and the
Stock Exchange pursuant to Divisions 7 and of Part XV of the SFO (including interests and
short positions which they were taken or deemed to have under such provisions of the SFO); or
which were required to be and were recorded in the register required to be kept by the Company
under Section 352 of the SFO; or which were required to be notified to the Company and the
Stock Exchange pursuant to the Model Code.
- 12 -
appendix generalinformation
(b) interestsandshortpositionsofShareholders
So far as is known to any Director or chief executive of the Company, as at the Latest
Practicable Date, Shareholders (other than Directors or chief executive of the Company) who
had interests or short positions 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 which were recorded in the register required to be kept by the Company under
Section 336 of the SFO, or, who is directly or indirectly, interested in ten per cent. 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, were as follows:
LongpositionsinShares
approximate
percentage
oftheissued
nameof sharecapitalof
Shareholders Capacity interestinShares theCompany
Asia Pacific Beneficial owner and 2,2,792,295 60.14%
interest of controlled (Note1)
corporation
Sinolink Beneficial owner and 2,195,61,295 45.1%
interest of controlled (Note1)
corporation
Smart Orient Beneficial owner 223,990,353 4.67%
Warburg Pincus Interest of controlled 477,524,377 9.96%
& Co. (“WP”) corporations (Note2)
Warburg Pincus Interest of controlled 404,54,779 .44%
Ventures corporations (Note3)
International,
L.P. (“WPV”)
Warburg Pincus Interest of controlled 404,54,779 .44%
Equity Partners, corporations (Note4)
L.P. (“WPE”)
Atlantic Cay Beneficial owner 404,54,779 .44%
International
Limited
(“Atlantic Cay”)
- 13 -
appendix generalinformation
Notes:
1. These 2,2,792,295 Shares represent the aggregate of 1,971,690,942 Shares directly held by Sinolink; (ii)
223,990,353 Shares directly held by Smart Orient, which is the wholly-owned subsidiary of Sinolink; and (iii)
67,111,000 Shares directly held by Asia Pacific. As Asia Pacific is interested in approximately 47.93% of the
shares of Sinolink, it is deemed to be interested in all the Shares held by Sinolink and Smart Orient under the
SFO.
2. WP is the general partner of the limited partnerships WPE and WPV, and is deemed to have an interest in all the
Shares held by these companies. These Shares represent the aggregate of the Shares held by the funds managed
by WP and all the Shares held by Atlantic Cay.
3. WPV is interested in 50% of the issued share capital of Atlantic Cay and is deemed to be interested in all the
Shares held by Atlantic Cay.
4. WPE is interested in 50% of the issued share capital of Atlantic Cay and is deemed to be interested in all the
Shares held by Atlantic Cay.
Save as disclosed above, as at the Latest Practicable Date, the Company had not been
notified by any persons (other than the Directors or chief executive of the Company) who had
interests or short positions 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 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 members
of the Group, or any options in respect of such capital.
3. CompetingBUSineSSintereStS
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.
4. SerViCeContraCtS
As at the Latest Practicable Date, there were no existing service contracts between any of the
Directors or proposed directors of the Company and any member of the Group (excluding contracts
expiring or terminable by any member of the Group within one year without payment of compensation,
other than statutory compensation).
5. litigation
In August 2003, a supplier filed an application of arbitration against Shenzhen Fuhuade Electric
Power Co., Ltd. (“Shenzhen Fuhuade”), a subsidiary of the Company in respect of a claim for extra
contract sum due to the additional work involved during the installation of the new generating units.
The extra contract sum claimed, together with interest thereon, amounts to approximately HK$2
million. Shenzhen Fuhuade has instructed a firm of lawyers to act on its behalf in respect of the
arbitration. Although the arbitration was terminated by the court during the year, the supplier filed
an appeal against it. Shenzhen Fuhuade has been strongly resisting this claim.
- 14 -
appendix generalinformation
Save and except the above, so far as Directors are aware, as at the Latest Practicable Date,
neither the Company nor any of its subsidiaries was engaged in any litigation or arbitration of material
importance and no litigation or claim of material importance was pending or threatened against the
Company or any of its subsidiaries.
6. miSCellaneoUS
(a) The company secretary of the Company is Mr. Lo Tai On who is a member of the Hong
Kong Institute of Certified Public Accountants.
(b) The qualified accountant of the Company is Mr. Yue Ming Wai, Bonaventure who is a
fellow of the Hong Kong Institute of Certified Public Accountants.
(c) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda.
(d) The principal place of business of the Company is at 2th Floor, Vicwood Plaza, 199
Des Voeux Road Central, Hong Kong.
(e) The branch share registrar of the Company in Hong Kong is at the offices of Computershare
Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre,
13 Queen’s Road East, Wanchai, Hong Kong.
(f) The English text of this circular shall prevail over the Chinese text, in case of any
inconsistency.
