5 December 2007
If you are in any doubt as to any aspect of 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 Nan Hai Corporation Limited, you
should at once hand this circular to the purchaser or the transferee, or to the bank,
stockbroker or other agent through whom the sale or the transfer was effected for
transmission to the purchaser or the transferee.
NAN HAI CORPORATION LIMITED
南海控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 680)
DISCLOSEABLE TRANSACTION
For identification purposes onl
CONTENTS
Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
DEFINITIONS
– 1 –
In this circular, the following expressions shall have the following meanings unless the
context requires otherwise:
“Agreement” a conditional agreement entered into between Sino-i
as vendor and the Company as purchaser on 13
November 2007 in connection with the sale and
purchase of the Listar Sale Shares
“associate(s)” has the meaning ascribed thereto under the Listing
Rules
“Board” board of directors of the Company
“Company” Nan Hai Corporation Limited, a company incorporated
in Bermuda with limited liability, the ordinary share
capital of which is listed on the Stock Exchange and
the holding company of Sino-i
“Completion” completion of the Agreement
“Consideration” the consideration payable by the Company to Sino-i
or any other party as it may direct for the Listar Sale
Shares under the Agreement
“Directors” directors of the Company
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the
PRC
“Joint Venture”廣州東鏡新城房地產有限公司 (Guangzhou Dongjing
Xincheng Properties Co., Ltd.), a Sino-foreign
cooperative joint venture enterprise established under
the laws of the PRC and a subsidiary of Listar
“Latest Practicable Date” 30 November 2007, being the latest practicable date
prior to the printing of this circular for ascertaining
certain information contained herein
“Listar” Listar Properties Limited, a company incorporated in
the British Virgin Islands with limited liability
“Listar Group” Listar and its subsidiaries
DEFINITIONS
– 2 –
“Listar Sale Shares” 10,200,000 shares of US$1.00 each in Listar,
representing 51% of its issued share capital
“Listing Rules” Rules Governing the Listing of Securities on the Stock
Exchange
“Model Code” Model Code for Securities Transactions by Directors
of Listed Companies
“PRC” the People’s Republic of China, excluding Hong Kong,
the Macao Special Administrative Region and Taiwan
for the purpose of this circular
“Properties” the properties of the Joint Venture in the PRC
“SFO” The Securities and Futures Ordinance (Chapter 571 of
the Laws of Hong Kong)
“Share(s)” ordinary shares of HK$0.01 each in the share capital
of the Company, or if there has been a sub-division,
consolidation, reclassification of or reconstruction of
the share capital of the Company, shares forming part
of the ordinary equity share capital of the Company
“Shareholders” registered holders of Shares
“Sino-i” Sino-i Technology Limited, a company incorporated
in Hong Kong with limited liability, the ordinary share
capital of which is listed on the Stock Exchange and a
subsidiary of the Company
“Sino-i Group” Sino-i and its subsidiaries
“Sino-i Independent shareholders of Sino-i (other than the Company and
Shareholders” its associates)
“Stock Exchange”
For the purpose of this circular, unless otherwise indicated, the exchange rates of
RMB1 = HK$0.96 and US$1 = HK$7.8 have been used for currency translation, where applicable.
Such exchange rates are for the purpose of illustration only and do not constitute a representation
that any amounts in HK$, RMB or US$ have been, could have been or may be converted at such or
any other rates.
The English translation of Chinese names is included for information purpose only and
should not be regarded as their official English translation.
LETTER FROM THE BOARD
– 4 –
NAN HAI CORPORATION LIMITED
南海控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 680)
Executive Directors: Registered office:
Mr. Yu Pun Hoi Canon’s Court
Mr. Qin Tian Xiang 22 Victoria Street
Ms. Chen Dan Hamilton HM 12
Bermuda
Non-Executive Directors:
Mr. Yu Lin Hoi Head office and principal place
Mr. Lam Bing Kwan of business in Hong Kong:
39th Floor
Independent Non-Executive Directors: New World Tower I
Mr. Huang Yaowen 16–18 Queen’s Road Central
Prof. Jiang Ping Hong Kong
Mr. Lau Yip Leung
5 December 2007
To the Shareholders
Dear Sir and Madam,
DISCLOSEABLE TRANSACTION
INTRODUCTION
In the joint announcement dated 14 November 2007, the Company entered into the
Agreement with Sino-i to acquire 51% of the issued share capital of Listar. The Transaction
constitutes a discloseable transaction for the Company under the Listing Rules. The purpose
of this circular is to provide you with information on the Transaction and the Company.
AGREEMENT
Date: 13 November 2007
Parties
Vendor : Sino-i
Purchaser : the Company
LETTER FROM THE BOARD
– 5 –
Assets to be acquired
The Company will purchase and Sino-i will sell or procure the sale to the Company
or any of its subsidiary:
1. Listar Sale Shares; and
2. The inter-company loan of Listar due to Sino-i Group in an aggregate amount
of HK$933,958,000 as at 30 September 2007.
Before acquisition of Listar Sale Shares:
The Company consolidates the accounts of Listar by means of “Purchase
Method” under HKFRS 3 – Business Combinations and HKAS 27 – Consolidated
and Separate Financial Statements because Sino-i is a listed subsidiary of the
Company (the Company owns about 62.85% issued share capital of Sino-i), and the
Company directly owns 49% issued share capital of Listar. By taking into account of
the both direct and indirect shareholding (thru Sino-i), the Company has an ultimate
interest of over 81% in the issued share capital of Listar, therefore, the accounts of
Listar are consolidated in the Company’s consolidated accounts.
After acquisition of Listar Sale Shares:
Upon acquisition of 51% issued share capital of Listar, Listar will be a wholly-
owned subsidiary of the Company, so its accounts will be consolidated in the
Company’s consolidated accounts. The Directors do not expect the entering into of
the Agreement itself will have any material effect on the earnings, assets and liabilities
of the Group.
The accounting treatment of the Company’s interest in Listar before and after the
acquisition shall remain unchanged i.e. the Company will consolidate the accounts of
Listar by means of “Purchase Method” under HKFRS 3 – Business Combinations and
HKAS 27 – Consolidated and Separate Financial Statements.
Effect of the Transaction pursuant to Listing Rule 14.64(5) are as follows:–
(a) Earnings Impact
The Transaction will have no impact on earnings of the Company.
LETTER FROM THE BOARD
– 6 –
(b) Assets Impact
The Consideration will be settled within eighteen months upon Completion,
therefore, there will be no immediate cash impact on the Company. However, the
Transaction consists of (i) acquisition of Listar Sale Shares, which will have an impact
on the assets side in the balance sheet of the Company – “Investment in subsidiary –
Listar” which is equivalent to the consideration for 51% issued share capital of
Listar i.e. HK$711,572,000; and (ii) acquisition of inter-company account of Listar
Group, which will have an impact on the assets side in the balance sheet of the
Company – “Due from subsidiary – Listar” which is equivalent to the inter-company
account of Listar Group as at 30 September 2007 due to Sino-i Group amounting to
about HK$933,958,000. The total impact on assets of the Company will be the
summation of HK$711,572,000 and HK$933,958,000 i.e. HK$1,645,530,000.
(c) Liabilities Impact
The Consideration will be settled within eighteen months upon Completion
i.e. it is a deferred payment to Sino-i. As a result, the deferred payment will have an
impact on the liabilities side in the balance sheet of the Company – “Due to subsidiary
– Sino-i” which is equivalent to the Consideration i.e. HK$1,645,530,000.
Upon full payment is being made to Sino-i by the Company, the amount in “Due to
subsidiary – Sino-i” will be zero, meanwhile, the “Cash in bank” in the assets side in the
balance sheet of the Company will be deducted by the same amount of HK$1,645,530,000.
Consideration
The total consideration shall be a sum of HK$1,645,530,000 to be satisfied in cash
within eighteen months upon Completion or any other date to be mutually agreed by
Sino-i and the Company together with interest accrued on the Consideration (or any part
thereof) remains unpaid following Completion at a rate of 8% per annum.
Basis
The Consideration agreed between the parties after arm’s length negotiations by
reference to (i) 51% of the total fair market value of the Listar Group as at 30 September
2007; and (ii) the amount of inter-company account of Listar Group as at 30 September
2007 and was determined on the following bases:
1. 51% issued share capital of Listar for HK$711,572,000
Listar Group has 100% effective interest in the Properties. According to a
valuation report conducted by an independent valuer, Vigers Appraisal and
Consulting Limited, the fair market value of the Properties on 30 September 2007
was RMB2,200,000,000 (equivalent to about HK$2,285,239,000). As per the valuation
report, the valuer has valued the Properties by Direct Comparison Approach and
made reference to comparable transactions in the locality and has also taken into
LETTER FROM THE BOARD
– 7 –
account the construction costs that will be expended to complete the development
to reflect the building quality. By taking into account of the book value of the
Properties recorded by Sino-i Group of about HK$1,070,760,000, there is a valuation
gain in the Properties of about HK$1,214,479,000. The total fair market value of
Listar Group as at 30 September 2007 is about HK$1,395,239,000 which is calculated
by the summation of the net asset value of Listar Group as at 30 September 2007
(i.e. HK$180,760,000) and the valuation gain in the Properties (i.e. HK$1,214,479,000).
The total fair market value of Listar Group remains unchanged as of the Latest
Practicable Date. 51% of the fair market value of Listar Group as at 30 September
2007 is about HK$711,572,000. Upon Completion, Sino-i is expected to result in a
gain on disposal of about HK$639,951,000 after taking into account of valuation
gain on 51% of the Properties of about HK$619,384,000 and a capital reserve and
exchange reserve in an aggregate amount of about HK$20,567,000.
2. The inter-company account of Listar Group as at 30 September 2007 due to the
Sino-i Group amounting to about HK$933,958,000.
Source of funding
The Company intends to fund the entire Consideration through its internal resources,
including the sales proceeds to be generated from the sale of the Phase II of its property
project, The Peninsula, in Shekou, Shenzhen.
Pledge of Listar Sale Shares
Pending full settlement of the Consideration and the accrued interest thereon by the
Company, the Listar Sale Shares will be pledged by the Company in favour of Sino-i and,
to this end, the Company shall deposit with Sino-i, the share certificates representing the
Listar Sale Shares together with duly-executed transfers in respect of the Listar Sale Shares.
Conditions
Completion is conditional upon:
(a) the Company having received from its PRC legal advisers a legal opinion, in
form and substance reasonably satisfactory to it, covering such matters relevant
to the Joint Venture, the Properties and the Transaction as it may reasonably
require; and
(b) the Sino-i Independent Shareholders having approved the Agreement and the
Transaction and the implementation thereof in accordance with the provisions
of the Listing Rules.
If the conditions set out above are not fulfilled by a date falling ninety days after
the date of the Agreement, being 11 February 2008, or such later date as the parties may
agree, the Agreement will be null and void and of no further effect.
LETTER FROM THE BOARD
– 8 –
Completion
Completion is expected to take place on the fifth business day after the fulfilment of
the conditions described above (or such other date as the parties may agree).
INFORMATION ON THE COMPANY
The Company is an investment holding company listed on the Main Board of the
Stock Exchange. The Group is principally engaged in property investment and development
and, through the Sino-i Group, also in the information technology business. As at the
Latest Practicable Date, the Company, through a number of wholly-owned subsidiaries,
held approximately 62.85% of the issued share capital of Sino-i.
INFORMATION ON SINO-i
Sino-i is an investment holding company listed on the Main Board of the Stock
Exchange. The Sino-i Group is principally engaged in the information technology business,
including the provision of corporate IT application services, financial information and
related services, distance learning and application services, and property investment and
development.
INFORMATION ON LISTAR, JOINT VENTURE AND THE PROPERTIES
Listar Group
Listar Properties Limited, an investment holding company incorporated in the British
Virgin Islands, through its wholly-owned subsidiary, effectively holds a 100% interest in
the Joint Venture. (Further details are set out in the sub-section headed “Joint Venture”
below.) Aside from its interest in the Joint Venture, Listar has no material asset nor conducts
any business.
As at the Latest Practicable Date, Sino-i and Robina Profits Limited, a wholly-owned
subsidiary of Sino-i, respectively, hold 1% and 50% of the issued share capital of Listar,
and South Sea Development (HK) Limited, a wholly-owned subsidiary of the Company,
directly holds the remaining 49% of the issued share capital of Listar. Listar will cease to
be a subsidiary of Sino-i upon Completion.
The audited consolidated net loss of Listar Group (before and after taxation and
extraordinary items) for the two financial years ended 31 December 2005 and 31 December
2006 was the same of about HK$1,127,000 and HK$2,184,000 respectively. The unaudited
consolidated net asset value of Listar Group as at 30 September 2007 was about
HK$180,760,000.
LETTER FROM THE BOARD
– 9 –
Joint Venture
The Joint Venture is a Sino-foreign cooperative joint venture enterprise established
under PRC laws in 1993. A wholly-owned subsidiary of Listar (the foreign party to the
Joint Venture) and 廣州市花都富華房地產開發有限公司 (Guangzhou Hua Du Fu Hua
Property Development Co., Ltd.) (the PRC party to the Joint Venture) are registered holders
of 70% and 30% equity interests in the Joint Venture, respectively. The PRC party has
waived all its 30% equity interest in the Joint Venture, including profit-sharing and control,
effectively allowing Listar’s subsidiary to control the entire equity interest in the Joint
Venture and the latter forming an indirect wholly-owned subsidiary of Listar.
The Joint Venture has a registered capital of US$14,000,000 (equivalent to
approximately HK$109,200,000) all of which is fully paid. The Joint Venture is principally
engaged in the holding of the Properties for development. Aside from the Properties, it
holds no material asset and conducts no other business.
Properties
The Properties comprise five plots of land with gross area of approximately 615,254
square metres located at Guang Hua Gong Lu, Hua Du City, Guangdong Province, the
PRC (廣東省花都市廣花公路，花縣新華鎮東鏡村面北片). Upon full settlement of the land
premium of RMB168,122,227.85 in January 2005, the Joint Venture obtained all the land
use right certificates in respect of the five plots of land.
The approved gross floor area of the Properties amounted to 1,031,371 square meters,
of which 960,044 square meters will be used for residential development, 35,590 square
meters will be used for commercial development, and 35,737 square meters will be used
for other facilities such as club house and public area.
REASONS FOR THE TRANSACTION
The management of the Company has always been determined to unlock the intrinsic
value of the Company to maximise shareholders’ return. The completion of the corporate
restructuring between the Company and Sino-i in August 2005 signifies the group’s
commitment to achieving a more focus business line for each of the two companies.
The Company focuses on property development and investment in China with a
proven track record of success as evidenced, among other things, from the selling out of
the first phase of its large scale property project, “The Peninsula”, last year, the pre-sale of
which started in February 2006 and all of which 1,012 units were sold within 5 days.
Meanwhile, Sino-i continues its IT operations in China. By acquiring Listar Sale
Shares i.e. 51% Properties serves the best interest for both companies given all of the
property related resources such as personnel, industry expertise and funding capability
will all be in the Company.
LETTER FROM THE BOARD
– 10 –
Upon completion of the Transaction, the Company shall have a complete property
portfolio in China for its future development.
The Directors (including independent non-executive Directors) believe that the terms
of the Transaction are fair and reasonable and in the interests of the Shareholders as a
whole.
FURTHER INFORMATION
Your attention is also drawn to the additional information set out in the appendices
to this circular.
On behalf of the Board
Nan Hai Corporation Limited
Qin Tian Xiang
Director
APPENDIX GENERAL INFORMATION
– 11 –
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
(a) Directors and Chief Executive
As at the Latest Practicable Date, the interests and short positions of the
directors and chief executive of the Company 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) (a) 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 the Directors or chief executive were taken or
deemed to have under such provisions of the SFO); or (b) which were required,
pursuant to section 352 of the SFO, to be entered in the register referred to therein;
or (c) which were required to be notified to the Company and the Stock Exchange
pursuant to the Model Code contained in the Listing Rules were as follows:
The Company
(i) Long position in Shares in issue
Number of Shares
Approximate
Name of Personal Corporate Family percentage
Director interest interest interest Total interest holding
Yu Pun Hoi – 32,595,726,203 69,326,400 32,665,052,603 47.61%
(“Mr.Yu”) (Note 1) (Note 2)
Qin Tian Xiang 7,000,000 – – 7,000,000 0.01%
Chen Dan 32,000,000 – – 32,000,000 0.05%
Notes:
1. Out of these 32,595,726,203 Shares, 28,853,232,705 Shares were collectively held
by Mr. Yu through Rosewood Assets Limited, Pippen Limited and First Best Assets
Limited, all being companies wholly owned by him; and 3,742,493,498 Shares
were held by Macro Resources Limited, a company indirectly held as to 60% by
Mr. Yu.
2. These 69,326,400 Shares were held by Redmap Resources Limited, a company
wholly owned by Ms. Kung Ai Ming, the spouse of Mr. Yu.
APPENDIX GENERAL INFORMATION
– 12 –
(ii) Long position in underlying Shares
Number of Approximate
underlying Nature of percentage
Name of Director Shares interest holding
Qin Tian Xiang 7,000,000 Personal 0.01%
Chen Dan 7,000,000 Personal 0.01%
Represents underlying Shares subject to share options granted to the Directors, details of
which are as follows:
Number of
Date of Exercise price share options
Grantee grant per share granted Exercisable period
HK$
Qin Tian Xiang 18-01-2007 0.0714 7,000,000 19-01-2008 to 18-01-2009
Chen Dan 18-01-2007 0.0714 7,000,000 19-01-2008 to 18-01-2009
Associated Corporations
As disclosed above, Mr. Yu, together with his family and corporate
interests, are entitled to control the exercise of more than one-third of the
voting power at general meetings of the Company. As such, Mr. Yu is taken to
be interested in the shares that the Company or its controlled corporations
hold in the associated corporations of the Company within the meaning of
Part XV of the SFO, including interests held by the Company in the shares of
Sino-i, a subsidiary of the Company. Sino-i is a company the shares of which
are listed on the Stock Exchange and is also an associated corporation of the
Company within the meaning of Part XV of the SFO. As at the Latest Practicable
Date, the interests of the Directors in shares and underlying shares of Sino-i
were as follows:
Sino-i
(i) Long position in shares in issue
Number of shares of Sino-i of HK$0.01 each
Approximate
Name of Personal Corporate Family percentage
Director interest interest interest Total interest holding
Yu Pun Hoi – 12,515,795,316 44,000,000 12,559,795,316 63.07%
(Note 1) (Note 2)
APPENDIX GENERAL INFORMATION
– 13 –
Notes:
1. These 12,515,795,316 shares of Sino-i were collectively held by Goalrise Investments
Limited, View Power Investments Limited and Wise Advance Investments Limited,
all of which are wholly-owned subsidiaries of the Company. Mr. Yu was taken to
be interested in these shares of Sino-i by virtue of his controlling interests in
shares of the Company.
2. These 44,000,000 shares of Sino-i were held by Redmap Resources Limited, a
company wholly owned by Ms. Kung Ai Ming, the spouse of Mr. Yu.
(ii) Long position in underlying shares
Number of underlying Approximate
shares of Sino-i of Nature of percentage
Name of Director HK$0.01 each interest holding
Lam Bing Kwan 18,000,000 Personal 0.09%
Chen Dan 7,500,000 Personal 0.04%
Represents underlying shares of Sino-i subject to share options granted to the directors,
details of which are as follows:
Number of
Date of Exercise price share options
Grantee grant per share granted Exercisable period
HK$
Lam Bing Kwan 12-11-2004 0.16 9,000,000 01-07-2005 to 30-06-2008
0.16 9,000,000 01-07-2006 to 30-06-2008
Chen Dan 12-11-2004 0.16 3,750,000 01-07-2005 to 30-06-2008
0.16 3,750,000 01-07-2006 to 30-06-2008
Save as disclosed above, as at the Latest Practicable Date, to the knowledge of
the Company, none of the directors nor chief executive of the Company had or was
deemed to have any 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) (a) 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 the Directors and chief executive were taken or
deemed to have under the provisions of the SFO); or (b) which were required,
pursuant to section 352 of the SFO, to be entered in the register referred to therein;
or (c) which were required to be notified to the Company and the Stock Exchange
pursuant to the Model Code contained in the Listing Rules.
APPENDIX GENERAL INFORMATION
– 14 –
(b) Substantial Shareholders
As at the Latest Practicable Date, so far as is known to any director or chief
executive of the Company, other than a director or chief executive of the Company,
the following persons had interests or short positions in the Shares or 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, or, who was, 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:
The Company
Name of person
holding an interest
in Shares which
has been disclosed Approximate
to the Company percentage of
under Divisions Number of Shares issued Share
2 and 3 of in issue subject capital of the
Part XV of the SFO Nature of interest to long position Company Notes
Kung Ai Ming Family and 32,665,052,603 47.61% 1
Corporate interest
Rosewood Assets Beneficial interest 6,518,000,210 9.50% 3
Limited
Pippen Limited Beneficial interest 14,830,245,497 21.61% 3
Righteous Corporate interest 3,742,493,498 5.45% 3
International
Limited
Macro Resources Beneficial interest 3,742,493,498 5.45% 2&3
Limited
First Best Assets Beneficial interest 7,504,986,998 10.94% 3
Limited
CITIC Group Corporate interest 8,635,691,472 12.59% 2
Security interest 31,512,000 0.05%
Lim Siew Choon Corporate interest 6,719,673,777 9.79% 4
Empire Gate Beneficial interest 6,714,986,997 9.79% 4
Industrial Limited
Lee Tat Man Beneficial interest 36,000,000 0.05%
Security interest 7,700,000,000 11.22%
APPENDIX GENERAL INFORMATION
– 15 –
Notes:
1. Ms. Kung Ai Ming is the spouse of Mr. Yu and was taken to be interested in those Shares
in which Mr. Yu and herself (together with their respective corporate interests) held an
interest.
2. CITIC Group was indirectly interested in 8,667,203,472 Shares, of which interests in
31,512,000 Shares were held through its interest in CITIC Capital Holdings Limited and
interests in the remaining 8,635,691,472 Shares were held by its wholly-owned subsidiaries,
Staverley Assets Ltd., and its 40% owned company, Macro Resources Limited.
3. Rosewood Assets Limited, Pippen Limited, Righteous International Limited and First
Best Assets Limited are companies wholly owned by Mr. Yu and Marco Resources Limited
is held as to 60% by Righteous International Limited. Their interests in Shares are disclosed
as the corporate interests of Mr. Yu above. Interest held by Marco Resources Limited was
included as the interest of Righteous International Limited.
4. Empire Gate Industrial Limited is wholly owned by Mr. Lim Siew Choon. Its interest in
Shares was included as interest held by Mr. Lim Siew Choon.
Subsidiaries
Name of shareholder Number of Approximate
(other than a member shares or extent percentage of
of the Group) of interest directly issued share capital
who is interested in held in the or registered capital
10% or more of the Name of subsidiary subsidiary of the of the subsidiary
subsidiary of the Company of the Company Company of the Company
中信國安集團公司北京世華國際金融RMB26,000,000 20%
(CITIC Guoan Group)信息有限公司
(Beijing Shihua
International Financial
Information Company
Limited)
北京中科紅旗軟件技術有限公司北京紅旗中文貳仟軟件Nil 35%
(Red Flag Software Co., Ltd.)技術有限公司
(Beijing Red Flag Chinese
2000 Software
Technology Company
Limited)
English transliteration of the Chinese Company’s name
Save as disclosed above, as at the Latest Practicable Date, so far as is known
to any director or chief executive of the Company, other than a director or chief
executive of the Company, no persons had interests or short positions in the Shares
or 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, or who was, 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 any options in respect of such capital.
APPENDIX GENERAL INFORMATION
– 16 –
3. SERVICE CONTRACTS
None of the Directors had entered into any service contracts with the Company or
any other member of the Group (excluding contracts expiring or determinable by the
employer within one year without payment of compensation (other than statutory
compensation)) as at the Latest Practicable Date.
4. COMPETING INTEREST
As at the Latest Practicable Date, so far as the Directors are aware, 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, or have or may have any other conflicts of
interest with the Group pursuant to Rule 8.10 of the Listing Rules.
5. LITIGATION
As at the Latest Practicable Date, apart from the following matters, no litigation or
claim of material importance is known to be pending or threatened by or against the
companies in the Group:
(a) Dadi Media Limited (“Dadi Media”), a wholly-owned subsidiary of Sino-i as
plaintiff, issued a claim against two minority shareholders of CE Dongli
Technology Group Company Limited, a subsidiary of Sino-i, for the sum of
HK$27,750,498.41 together with interest thereon and costs in May 2004 under
the High Court Number of HCA1130 of 2004. The two defendants filed a
defence and counterclaim in June 2004 and then an amended defence and
counterclaim in September 2004. The counterclaim was further amended and
re-amended. In December 2004, the two defendants issued a claim against
China Enterprise ASP Limited (“CE ASP”), a wholly-owned subsidiary of Dadi
Media, for the sum of HK$806,250, an award of compensation pursuant to
section 32P of the Employment Ordinance, HK$13,000, interest and costs under
High Court Number HCA2892 of 2004. CE ASP filed a defence in March 2005.
These two cases are still in progress and no trial date has been fixed.
(b) Acesite Limited (“Acesite”), a former subsidiary of Sino-i, Evallon Investment
Limited, a wholly-owned subsidiary of Sino-i, Mr. Yu, the chairman and
executive director of both the Company and Sino-i, South Port Development
Limited, a former wholly-owned subsidiary of Sino-i as first, second, third
and fourth plaintiff respectively issued a claim against Equitable PCI Bank
Inc., a Filipino bank and Waterfront Philippines Inc. (“Waterfront”), a Filipino
company, for various reliefs including damages, interest and costs in February
2006 under the High Court Number of HCCL 5 of 2006. In March 2007, Acesite
(Philippines) Hotel Corporation Inc., a subsidiary of Waterfront, filed a claim
against Mr. Yu, Mr. Lam Bing Kwan, a non-executive director of both the
Company and Sino-i, Sino-i and Acesite for various reliefs including damages,
interest and costs under High Court Number of HCA498 of 2007. Sino-i filed a
defence in June 2007. These two cases are still in progress and no date has
been fixed for trial.
APPENDIX GENERAL INFORMATION
– 17 –
6. GENERAL
(i) The company secretary of the Company is Mr. Watt Ka Po James, who is a
fellow member of the Hong Kong Institute of Chartered Secretaries and the
Institute of Chartered Secretaries and Administrators. The qualified accountant
of the Company is Mr. Mag Chiu Fai, who is an associate member of the Hong
Kong Institute of Certified Public Accountants and the Association of Chartered
Certified Accountants.
(ii) The registered office of the Company is at Canon’s Court, 22 Victoria Street,
Hamilton HM12, Bermuda and the head office and principal place of business
of the Company is at 39th Floor, New World Tower I, 16–18 Queen’s Road
Central, Hong Kong.
(iii) The principal share registrars of the Company 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 Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong.
(iv) In case of inconsistency, the English text of this circular shall prevail over the
Chinese text.
