other licensed securities dealer, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your shares in Varitronix International Limited, you should
at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer
or other agent through whom the sale or transfer was effected for transmission to the purchaser
or transferee.
VARITRONIX INTERNATIONAL LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 710)
DISCLOSEABLE TRANSACTION
REGARDING AN ACQUISITION OF SHARES
BY A CONSORTIUM COMPANY
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
13 December 2007
Page
Definitions ......................................................... 1
Letter from the Board ................................................ 4
Introduction ..................................................... 4
The Agreement .................................................. 5
TheMOU ...................................................... 6
Information of the Company ........................................ 8
Information of Alco ............................................... 8
Information of BOE Hydis .......................................... 8
Information of Prime View.......................................... 9
Financial Information of BOE Hydis .................................. 9
Financial Effect of the Acquisition .................................... 9
Reasons for the Acquisition ......................................... 9
Waiver ......................................................... 10
General ........................................................ 10
Appendix – General Information................................
| 11 |
| CONTENTS |
| –i– |
In this circular, unless the context otherwise requires, the following words and
expressions have the following meanings:
“Acquisition” the acquisition of the Sale Shares subject to the terms
contained in the MOU;
“Agreement” an agreement entered into between each parties of the
Consortium and SCI dated 21 November 2007 in
respect of the subscription of the shares in SCI;
“Alco” Alco Holdings Limited, a company incorporated in
Bermuda with limited liability whose shares are listed
on the Stock Exchange;
“Alco Directors” directors of Alco;
“Alco Group” Alco and its subsidiaries;
“Announcement” a joint announcement issued by Alco and the Company
regarding among others, the possible Acquisition and
the Bid dated 22 November 2007;
“associate(s)” has the same meaning ascribed to such term under the
Listing Rules;
“Bid” the bid offer submitted by the Consortium for the
proposed Acquisition;
“Bid Letter” a letter of intent regarding the Bid signed and delivered
to Financial Advisor by the Consortium on 15
November 2007;
“Bid Price” the price of the proposed Acquisition of up to KRW260
billion, subject to adjustments and other terms and
conditions under the MOU and the Definitive
Agreement;
“BOE Hydis” BOE Hydis Technology Co. Ltd, a company
incorporated in Korea;
“Company” Varitronix International Limited, a company
incorporated in Bermuda whose shares are listed on the
Stock Exchange;
“Consortium” collectively the Company, Alco and Prime View
established for the purpose of the proposed Acquisition;
“connected person(s)” has the meaning ascribed to it under the Listing Rules;
DEFINITIONS
– 1 –
“Court” Seoul Central District Court;
“Definitive Agreement” a formal written agreement to be entered into upon
acceptance as the final preferred bidder selected by
BOE Hydis and its Financial Advisor in respect of the
proposed Acquisition;
“Directors” directors of the Company;
“Group” the Company and its subsidiaries;
“Financial Advisor” Samil PricewaterhouseCoopers, the financial advisor of
BOE Hydis appointed by the Court in respect of the
Bid;
“Financial Information” financial information regarding the value of BOE Hydis
and its net profits (or loss, as the case may be)
attributable to it for the two financial years
immediately preceding to the possible Acquisition;
“Hong Kong” Hong Kong Special Administrative Region of the
People’s Republic of China;
“Independent Third Party(ies)” Party/parties who, to the best of the knowledge,
information and belief having made all reasonable
enquiries of each of the Directors of the Company and
Alco Directors, is/are third part/parties independent of
Alco and the Company and their respective connected
persons;
“Korea” The Republic of Korea;
“KRW” Korean Won, the lawful currency of Korea;
“LCD” liquid crystal displays;
“Latest Practical Date” 12 December 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;
“MOU” the legally binding auction confirmation in a form of
memorandum of understanding dated 21 November
2007 signed by the Consortium relating to the sale and
purchase of the Sale Shares;
DEFINITIONS
– 2 –
“Prime View” Prime View International Co. Ltd., a company
organised and existing under the laws of Taiwan,
Republic of China;
“Rehabilitation Plan” a company restructuring plan approved by the
bankruptcy Court of Korea and the existing creditors of
BOE Hydis;
“SCI” Supreme Century International, a joint venture entity
incorporated in the British Virgin Islands with limited
liability;
“Sale Shares” a combination of 31,200,000 new common shares in
the capital of BOE Hydis and nominal KRW104 billion
of corporate bonds to be issued by BOE Hydis, in
aggregate representing approximately 95% of the entire
issued share capital of BOE Hydis as at the Latest
Practical Date;
“Shares” Shares of HK$0.25 each in the share capital of the
Company;
“Stock Exchange” 58(6) and (7) of the Listing Rules on 22
November 2007;
“HK$” Hong Kong dollar(s), the lawful currency of Hong
Kong; and
“&#%8221; per cent.
In this circular, for purpose of illustration only, amounts quoted in KRW have been
converted into HK$ at the rate of HK$1.00 to KRW118.51. Such exchange rate has been
used, where applicable, for purpose of illustration only and does not constitute a
representation that any amounts were or may have been exchanged at this or any other rates
or at all.
DEFINITIONS
– 3 –
VARITRONIX INTERNATIONAL LIMITED
(incorporated in Bermuda with limited liability)
(Stock Code: 710)
Executive Directors:
Mr. Ko Chun Shun, Johnson Chairman
Mr. Tsoi Tong Hoo, Tony
Mr. Ho Te Hwai, Cecil
Independent non-executive Directors:
Dr. Lo Wing Yan, William
Mr. Yuen Kin
Mr. Hou Ziqiang
Registered office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Principal place of business and head office:
9/F Liven House
61-63 King Yip Street
Kwun Tong
Hong Kong
13 December 2007
To the Shareholders,
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION
REGARDING AN ACQUISITION OF SHARES
BY A CONSORTIUM COMPANY
INTRODUCTION
On 15 November 2007, the Company, Alco and Prime View formed the Consortium
and submitted the Bid Letter to the Financial Advisor for the proposed Acquisition.
Subsequent to the submission of the Bid Letter, a MOU has been entered into between the
parties for the formal bidding of BOE Hydis at the Bid Price on 21 November 2007. In
connection with the Bid and the transaction contemplated thereunder, the Consortium entered
into an Agreement with SCI on the same date, pursuant to which the parties of the
Consortium agreed to purchase and subscribe the shares in SCI in proportion to their
respective contributions under the Bid.
The Bid Price of KRW 260 billion (approximately HK$2,193.88 million) (subject to
adjustment) will be paid by SCI. Each of Prime View, the Company and Alco shall
contribute directly or indirectly to SCI and/or pay for their respective portions of shares in
SCI in accordance to the proportion of their respective contributions to the proposed
Acquisition. Pursuant to the Agreement, SCI’s share capital will be contributed as to 78% by
LETTER FROM THE BOARD
– 4 –
Prime View (equals to KRW202,800 million or approximately HK$1,711.22 million), as to
11% by the Company (equals to KRW28,600 million or approximately HK$241.33 million)
and as to 11% by Alco (equals to KRW28,600 million or approximately HK$241.33 million)
respectively. It is currently intended that the Bid Price will be funded by internal resources
of the Company.
The purpose of this circular is to provide you with further information of the
Acquisition.
THE AGREEMENT
The parties entered into a legally binding agreement with principal terms summarised
as below:
Date: 21 November 2007
Parties: (1) the Company;
(2) Alco;
(3) Prime View; and
(4) SCI
SCI: SCI is an investment holding company incorporated
under the laws of the British Virgin Islands. Since its
incorporation in September 2007, SCI has not engaged
in any business or operation. Pursuant to the
Agreement, the parties of the Consortium agreed to
subscribe shares (directly or indirectly) in SCI in
proportion to their respective contributions to the
proposed Acquisition. The consideration for the shares
in SCI will be used for the proposed Acquisition.
Pursuant to the Agreement, SCI’s share capital will be
contributed as to 78% by Prime View (equals to
KRW202,800 million or approximately HK$1,711.22
million), as to 11% by the Company (equals to
KRW28,600 million or approximately HK$241.33
million) and as to 11% by Alco (equals to KRW28,600
million or approximately HK$241.33 million)
respectively. It is currently intended that the Bid Price
will be funded by internal resources of each of the
Company and Alco.
LETTER FROM THE BOARD
– 5 –
THE MOU
Pursuant to the MOU, details of the Bid and the proposed Acquisition thereof are as
follow:
MOU Date: 21 November 2007
Subject matter: Sale Shares approximately representing 95% of the
total issued share capital of BOE Hydis. BOE Hydis is
a company incorporated in Korea currently subject to a
rehabilitation process under the supervision of the
bankruptcy Court in Korea.
Parties: (1) the Company;
(2) Alco; and
(3) Prime View, together as the “Consortium”.
To the best of the Directors’ knowledge, information
and belief and having made all reasonable enquiries,
BOE Hydis and its ultimate beneficial owner(s), are
third parties independent of the Group and their
respective connected persons.
Bid Price: KRW 260 billion (approximately HK$2,193.88 million)
subject to adjustment.
Payment: The entire amount of the Bid Price to be paid in
accordance with the following timetable:
1. 5% of the Bid Price, being the Performance
Deposit (as defined in the MOU) payable upon
receipt of the notification from BOE Hydis and
the Financial Advisor that the Consortium has
been selected as one of the preferred bidders.
If the MOU is terminated before the execution of
the Definitive Agreement by reason not
attributable to the Consortium, the Performance
Deposit (including the interest accrued thereof)
shall be fully returned to the Consortium.
LETTER FROM THE BOARD
– 6 –
2. 10% of the Bid Price, being the Contract Deposit
(as defined in the MOU) payable upon execution
of the Definitive Agreement. The Performance
Deposit (including the interest accrued thereon)
deposited by the Consortium after its selection as
a preferred bidder, shall be applied towards the
Contract Deposit.
3. the balance of the Bid Price payable 3 business
days prior to the holding of the meeting approving
the resolution of the amended Rehabilitation Plan
(if so required) or if the meeting is not so
required, within 45 days from the execution of the
Definitive Agreement.
Price Adjustment: Upon completion of the due diligence, if the difference
between the total amount of the assets and liabilities of
BOE Hydis is more than 5% of the amount as
calculated by the Financial Advisor on 30 June 2007,
and such difference is due to a material and clear error
or omission in the due diligence report, the Consortium
is entitled to make a price adjustment request subject to
certain conditions as stated in the MOU.
Other terms: Pursuant to the MOU, 50% of any shares of BOE
Hydis to be acquired by the Consortium under the
proposed Acquisition must be deposited with the Korea
Securities Depository (as defined in the MOU) for a
period of one year in accordance with the “Guidelines
for the M&A of Companies in Corporate Rehabilitation
Proceedings” issued by the Court. Neither the
Company, Alco nor Prime View may divest such shares
within the prescribed period.
The selection of the final preferred bidder is at the sole
discretion of BOE Hydis and the Financial Advisor,
subject to obtaining the approval of the Court.
Due Diligence: The Consortium has commenced the accounting and
legal due diligence investigation on BOE Hydis on 20
November 2007 and is expected to finish on or around
11 December 2007. Upon completion of the due
diligence, the Consortium may consider, if appropriate,
to apply for a price adjustment on the Bid Price.
Further announcement will be made if the Board
considers the adjustment of the Bid Price (if
applicable) is material.
LETTER FROM THE BOARD
– 7 –
Rehabilitation Plan: BOE Hydis had filed for a court receivership in
September 2006 and is currently subject to a
rehabilitation process under the supervision of the
bankruptcy Court in Korea. A Rehabilitation Plan for
BOE Hydis was approved and initiated by the Court to
pursue recovery efforts and management normalization
of BOE Hydis. The Rehabilitation Plan seeks to
enhance BOE Hydis’s competitiveness through
restructuring such as augmenting operational
capabilities, downsizing, labour force and employees’
voluntary salary suspension and to complete a sale of
BOE Hydis.
INFORMATION OF THE COMPANY
The principal activity of the Company is investment holding. The Group is primarily
engaged in design, manufacture and sale of LCD and related electronic products. Prime
View and BOE Hydis are suppliers of LCD panels and related electronic products to the
Company. Save as disclosed herein and to the best of knowledge, information and belief of
the Directors having made all reasonable enquiries, the Company does not have any other
relationship or prior transaction with each of Alco, Prime View, SCI and BOE Hydis and
their respective ultimate beneficial owners which would require to be aggregated with the
proposed Acquisition under the Listing Rule.
To the best of knowledge, information and belief of the Directors having made all
reasonable enquiries, each of Alco and Prime View and their respective ultimate beneficial
owners are Independent Third Parties.
INFORMATION OF ALCO
The principal activity of Alco is investment holding. The Alco Group is principally
engaged in design, manufacture and sale of consumer electronic products. Prime View is a
supplier of LCD panels to Alco. Save as disclosed herein, Alco does not have any other
relationship or prior transactions with each of the Company, Prime View, SCI and BOE
Hydis and their respective ultimate beneficial owners which would require to be aggregated
with the proposed Acquisition under the Listing Rule.
INFORMATION OF BOE HYDIS
BOE Hydis is principally engaged in the business of developing, manufacturing and
supplying of Thin Film Transistor LCD (also knows as TFT-LCD) products and is one of the
world’s leading manufacturers of TFT-LCD panels. BOE Hydis was originally part of
Hyundai Electronics’ business division in 1989. In 2001, BOE Hydis was spun off from
Hyundai Electronics and was renamed as Hydis which subsequently established its corporate
name “BOE Hydis Technology” in November 2002. Thereafter, Hydis was acquired by BOE
Group of China and subsequently went into financial difficulties in September 2006 and has
since been under court receivership. In May 2007, the Court in Korea approved the
company’s current financial Rehabilitation Plan.
LETTER FROM THE BOARD
– 8 –
INFORMATION ON PRIME VIEW
Prime View was established in June 1992 and is principally engaged in the research
development, manufacturing and sales of small-to-medium sized thin-film transistor liquid
crystal display (TFT-LCD) as well as e-paper display (“EPD”) panel and module products.
FINANCIAL INFORMATION OF BOE HYDIS
According to the Financial Information obtained by the Companies, the audited net loss
both before and after taxation and extraordinary items attributable to BOE Hydis for the
year ended 31 December 2005 was approximately KRW142,299 million (approximately
HK$1,200.73 million). The audited net loss both before taxation and extraordinary items
attributable to BOE Hydis for the year ended 31 December 2006 was approximately
KRW216,686 million (approximately HK$1,828.42 million). The audited net loss after tax
and extraordinary items attributable to BOE Hydis for the year ended 31 December 2006
was approximately KRW 216,686 million (approximately HK$1,828.42 million). The
unaudited net profit before taxation and extraordinary items attributable to BOE Hydis for
the six months period up to 30 June 2007 was approximately KRW 71,904 million
(approximately HK$606.73 million), including debt exemption gain of KRW 158,574 million
(approximately HK$1,338.06 million). The unaudited net profit after taxation and
extraordinary items attributable to BOE Hydis for the six months period up to 30 June 2007
was approximately KRW 71,904 million (approximately HK$606.73 million), including debt
exemption gain of KRW 158,574 million (approximately HK$1,338.06 million). As at 30
June 2007, the unaudited net asset value of BOE Hydis was approximately KRW 104,098
million (approximately HK$878.39 million). For the avoidance of doubt, “debt exemption
gain” is a book debt of the BOE Hydis which was written-off by the bankruptcy Court of
Korean pursuant to the Rehabilitation Plan which is booked in BOE Hydis’s account as
“Non-Operating Income”. The Financial Information contained herein was prepared in
accordance with the accounting policy adopted under the Korean Generally Accepted
Accounting Principles.
FINANCIAL EFFECT OF THE ACQUISITION
The Company will be entitled to a share of 11% of the Sale Shares upon completion of
the Bid and the Acquisition, and the Sale Shares will be recorded as investment in the
Group’s consolidated accounts. The Directors consider that the Acquisition will not have any
significant impact on the Group’s earnings but the transaction contemplated under the
Agreement will increase the Group’s assets, such increase will be offset by a decrease in
cash balance representing the consideration paid and payable by the Company under the
Agreement.
REASONS FOR THE ACQUISITION
In view of the current shortage of the supply of small-size TFT-LCD panels, the
Directors consider that the proposed Acquisition provides an opportunity for the Company to
seek a steady supply of small-size TFT-LCD panels for their manufacturing businesses in the
related electronic products. The Bid Price of the proposed Acquisition has been arrived
based on relevant market references of similar business nature of BOE Hydis through the
LETTER FROM THE BOARD
– 9 –
process of public bidding. The Company will record the proposed Acquisition as investment
under the Group’s balance sheet. Accordingly, the Directors (including independent
non-executive directors of the Company) are of the view that the terms and conditions of the
proposed Acquisition and the Agreement are fair and reasonable, are on an arm’s length
basis and are in the interests of the Group and the Shareholders as a whole.
WAIVER
The Company has applied for a waiver from strict compliance of Rule 14.58(6) and (7)
of the Listing Rules on 22 November 2007, under which the Financial Information was
required to be disclosed in the Announcement.
The Board advises that the due diligence in respect of BOE Hydis has been
commenced on 20 November 2007 upon which the Financial Information was not available
at that stage. Subsequent to the Announcement was issued, the Board managed to obtain the
relevant Financial Information of BOE Hydis details of which are contained herein this
circular under the paragraph headed “Financial Information of BOE Hydis”.
The Stock Exchange has granted the Waiver to the Company on 10 December 2007
subject to the conditions that:
(i) the Company will issue a separate announcement disclosing the Financial
Information at the time of the despatch of this circular, and
(ii) the Company will include the Financial Information in this circular.
Given that the above Financial Information has been disclosed in this circular and the
separate announcement will be issued at the time of the dispatch of this circular, the
conditions (i) and (ii) above have been satisfied.
GENERAL
Your attention is drawn to the additional information set out in the Appendix to this
circular.
By Order of the board
VARITRONIX INTERNATIONAL LIMITED
Ko Chun Shun, Johnson
Chairman
LETTER FROM THE BOARD
– 10 –
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 INTEREST
(a) Interests of Directors
As at the Latest Practicable Date, the interests of the Directors and chief
executive of the Company and their associates in the Shares, underlying Shares and
debentures of the Company and its associated corporations (within the meaning of the
SFO), as 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 and short positions, if
any, which they are taken or deemed to have under such provisions of the SFO), as
recorded in the register required to be maintained by the Company under Section 352
of the SFO or as required, pursuant to the Model Code for Securities Transactions by
Directors of Listed Companies to be notified to the Company and the Stock Exchange
were as follows:
(i) Shares
Mr. Ko Chun Shun, Johnson (“Mr. Ko”) held a total of 47,950,000 Shares
(representing approximately 14.83% of the total issued share capital of the
Company as at the Latest Practical Date) indirectly through the holding of
37,250,000 shares in Rockstead Technology Limited and 10,700,000 shares in
Omnicorp Limited respectively. Both Rockstead Technology Limited and
Omnicorp Limited are wholly owned by Mr. Ko.
APPENDIX GENERAL INFORMATION
– 11 –
(ii) Share option scheme
The following table discloses Directors’ personal interests in share options to
subscribe for Shares:
Directors Date granted
Number of
options as
at the
Latest
Practicable
Date
Exercisable
period
Subscription
Price per
Share
Mr. Ko Chun Shun,
Johnson
19 December
2005
3,000,000 19 December
2005 to 18
December 2015
HK$5.73
Mr. Tsoi Tong Hoo,
Tony
22 July 2005 3,000,000 22 July 2005
to 21 July 2015
HK$6.60
Mr. Ho Te Hwai,
Cecil
19 December
2005
3,000,000 19 December
2005 to 18
December 2015
HK$5.73
Note: All the above interests represented long positions.
Save as disclosed above, as at the Latest Practicable Date, none of the
Directors or chief executive of the Company and their associates had any interests
and short positions in the shares, underlying shares and debentures of the
Company and its associated corporations (within the meaning of Part XV of the
SFO) as 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 and short
positions which they were taken or deemed to have under such provisions of the
SFO), as recorded in the register required to be kept under Section 352 of the
SFO or as otherwise notified to the Company and the Stock Exchange pursuant to
the Model Code for Securities Transactions by Directors of Listed Companies.
(b) Interests of Shareholders
As at the Latest Practicable Date, other than the share interests disclosed in the
section ’Interests of Directors’ in respect of Mr. Ko and Rockstead Technology
Limited, so far as is known to the Directors and the chief executives of the Company),
the following persons had interests and short positions in the shares and underlying
shares of the Company which would fall to be disclosed to the Company under the
provisions of Division 2 and 3 of Part XV of the SFO, or who was, directly or
APPENDIX GENERAL INFORMATION
– 12 –
indirectly, interested in 10% or more of the nominal value of any class of the share
capital carrying rights to vote in all circumstances at general meetings of any other
member of the Group:
Name
Number of
Shares held Capacity
Approx. % of
the issued
share capital
of the
Company
Cheah Cheng Hye 281,000 Beneficial owner 0.09
26,854,974
(Note 1)
Founder of a
discretionary trust
8.30
To Hau Yin 27,135,974
(Note 1)
Interest of child
under 18 or spouse
8.93
Hang Seng Bank
Trustee International
Limited
26,854,974
(Note 2)
Trustee 8.30
Cheah Company
Limited
26,854,974
(Note 2)
Interest in controlled
corporation
8.30
Cheah Capital
Management Limited
26,854,974
(Note 2)
Interest in controlled
corporation
8.30
Value Partners Group
Limited
26,854,974
(Note 2)
Interest in controlled
corporation
8.30
Value Partners Limited 26,854,974
(Note 2)
Investment manager 8.30
Allianz SE 16,259,000
(Note 3)
Interest of controlled
corporation
5.03
Dresdner Bank
Aktiengesellschaft
16,259,000
(Note 3)
Interest of controlled
corporation
5.03
Veer Palthe Voute NV 16,259,000
(Note 3)
Investment manager 5.03
Oppenheimer Funds,
Inc.
29,074,000 Investment manager 8.99
Oppenheimer
Developing Markets
Fund
22,530,000 Investment manager 6.97
APPENDIX GENERAL INFORMATION
– 13 –
Notes:
1. The share interest of To Hau Yin represent the same block of shares of Cheah Cheng Hye by
virtue of interest of child under 18 or spouse. Cheah Cheng Hye is the founder of the C.H.
Cheah Family Trust.
2. These shares represent the same block of shares. Hang Seng Bank Trustee International
Limited was deemed to be interested in the shares held by Value Partners Limited, which was
100% owned by Value Partners Group Limited, which was 35.65% owned by Cheah Capital
Management Limited, which was 100% owned by Cheah Company Limited, and which was
100% owned by Hang Seng Bank Trustee International Limited.
3. These shares represent the same block of shares. Allianz SE was deemed to be interested in the
shares held by Veer Palthe Voute NV which was owned 100% by Dresdner Bank
Aktiengesellschaft, which was owned 81.10% owned by Allianz SE.
4. All the above interests represented long positions.
3. LITIGATION
So far as the Directors are aware, neither the Company nor any of its subsidiaries was
engaged in any litigation or arbitration of material importance and no litigation or arbitration
of material importance was pending or threatened against the Company or any of its
subsidiaries as at the Latest Practicable Date.
4. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had entered or proposed to
enter into any service contract with any member of the Group which is not determinable by
the Group within one year without payment of compensation, other than statutory
compensation.
5. COMPETING BUSINESS
None of the Directors and their respective associates have any interests in a business or
are interested in any business which competes or is likely to compete either directly or
indirectly with the business of the Group as at the Latest Practicable Date.
APPENDIX GENERAL INFORMATION
– 14 –
6. GENERAL
(a) The registered office is at Clarendon House, 2 Church Street, Hamilton, HM11,
Bermuda and the head office and principal place of business in Hong Kong is 9/F
Liven House, 61-63 King Yip Street, Kwun Tong, Hong Kong.
(b) The secretary of the Company is Mr. Ho Te Hwai, Cecil. Mr. Ho holds a Bachelor
of Commerce degree from the University of British Columbia, Canada. He is a
member of the Institute of Chartered Accountants of Canada and Hong Kong
Institute of Certified Public Accountants. He is also an executive Director.
(c) The Qualified Accountant of the Company is Mr. Pun Kai Cheung, also known as
Patrick Pun. Mr. Pun is a Chartered Management Accountant in the United
Kingdom and a fellow member of the Hong Kong Institute of Certified Public
Accountants. Mr. Pun is the Chief Financial Officer of the Company. He has
directorship in several subsidiaries of the Company in the PRC.
(d) The share registrar and transfer office of the Company is Computershare Hong
Kong Investor Services Limited of Shop 1712-16, 17th Floor, Hopewell Centre,
183 Queen’s Road East, Hong Kong.
(e) The translation into Chinese language of this circular is for reference only. The
English text of this circular shall prevail over the Chinese text in case of any
inconsistency.
APPENDIX GENERAL INFORMATION
– 15 –
