Major Shareholder:

• Mr. Tsang Cheuk Lau ¡V 25.0% interest
• Mr. Chin Melvyn Michael ¡V 25.0% interest

The Company was incorporated in the Cayman Islands as an exempted company with limited liability on 5 December 2001. The Company is an investment companies and will be principally engaged in investments in listed or unlisted enterprises established and/or conducting business in Hong Kong and/or the PRC. The Company has not commenced operation or business since its incorporation and the only asset of the Company comprises a cash balance of HK$30,000,000.

The investment objective of the Company is to achieve earnings in the form of medium term (i.e. less than 1 year to 5 years) capital appreciation mainly through investment in a diversified portfolio of listed or unlisted enterprises established and/or conducting business in Hong Kong and/or the PRC. The Company also intends to invest in unlisted companies with the potential to seek a listing on the Stock Exchange or any overseas stock exchange.

A substantial portion of the company¡¦s assets will be invested in equity securities, convertible notes, preference shares, options, warrants, futures contracts and debt securities issued by listed and unlisted companies in Hong Kong and/or the PRC, or such other types of investments in accordance with the investment objectives and policies adopted by the Company from time to time and the requirements of the Memorandum, the Articles, the Listing Rules and the Investment Management Agreement. There is no restriction as to the proportion of investment in listed and unlisted companies under the investment policies.

• The income from the investments and the Net Asset Value may go down as well as up, among other things, the then prevailing market conditions.
• The company will have to pay certain fees to the Investment manger and the Custodian. As the investments made by the Company are subject to market fluctuations and to the risks inherent in all investment, there is no assurance that the Company will be able to generate sufficient income from its investments to cover all these fees and expenses incurred by the Company.
• The Group intends to invest in companies or enterprises established in the PRC, while it is difficult for the Group to realize such investments.
• The Group is a newly established investment company with no historical track record and the profit or value of the company relies on the expertise of the Directors.

Apart from the above capitalization, the Company has no outstanding mortgages, charges, debentures or other loan capital or bank overdrafts, loans or other similar indebtedness or hire purchase commitments of finance lease commitments or any guarantees of other material contingent liabilities. Since the Company has on outstanding indebtedness, the Directors are of the view that the Company has sufficient liquidity and financial resources to meet its capital expenditure requirements.

The net proceeds from the Placing, after deducting the related expenses, are estimated to amount to approximately HK$25.0 million (based on the offer price HK$1.00 per share). The net proceeds from the New Issue will be applied in funding the investments in accordance with the investment objective and investment policies adopted by the Company. Any proceeds not invested for the time being will be placed on deposits in Hong Kong or other currency with financial institutions in Hong Kong Dollars or may be invested in debt securities.