CHANGYOU ALLIANCE GROUP LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1039) (1) COMPLETION OF THE SUBSCRIPTION AND THE ACQUISITION (2) CHANGE OF DIRECTORSHIP AND (3) CHANGES IN MEMBERS OF THE COMMITTEES OF THE BOARD Financial Advisor to Century East
Reference is made to the circular of Changfeng Axle (China) Company Limited (the "Company") dated
17 February 2015 in relation to, among others, the Subscription, the Acquisition, the Specific Mandate, the Appointment of Directors and the Whitewash Waiver (the "Circular"), as well as the announcement of the Company dated 10 March 2015 in relation to the results of the EGM (the "Poll Results Announcement"). Capitalised terms used herein shall have the same meanings as those defined in the Circular unless otherwise specified.
The Board is pleased to announce that all the conditions precedent under the Subscription Agreement and the Acquisition Agreement have been fulfilled and the Subscription Completion and the Acquisition Completion took place on 25 March 2015. A total of 610,606,060 Subscription Shares and 122,121,212
Consideration Shares were issued and allotted in accordance with the terms and conditions of the
Subscription Agreement and the Acquisition Agreement respectively and as set out in the Circular.
The Executive has granted the Whitewash Waiver, details of which were set out in the Poll Results Announcement. As there was no acquisition or disposal of voting rights by Century East, CIH, Starr Investments Cayman V, Inc., Jinyu Developments and SDF II Holdings or any person acting in concert with them (including Starr Investments Cayman II, Inc.), between the announcement of the issue of the Subscription Shares and the Consideration Shares and the Subscription Completion and the Acquisition Completion, all conditions of the Whitewash Waiver have been satisfied as at the Subscription Completion and the Acquisition Completion.
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Accordingly, no mandatory general offer under Rule 26 of the Takeovers Code will be required to be made by Century East, CIH, Starr Investments Cayman V, Inc., Jinyu Developments and SDF II Holdings or any person acting in concert with them (including Starr Investments Cayman II, Inc.) for all the Shares that are not already owned or agreed to be acquired by Century East, CIH, Starr Investments Cayman V, Inc., Jinyu Developments and SDF II Holdings or any person acting in concert with them (including Starr Investments Cayman II, Inc.) as a result of the Company issuing and allotting the 610,606,060 Subscription Shares and
122,121,212 Consideration Shares to the shareholders of Century East, namely CIH, Starr Investments
Cayman V, Inc., Jinyu Developments and SDF II Holdings.
Following the Acquisition Completion, the Target Company has become a 51% owned subsidiary of the
Company and other members of the Target Group have become subsidiaries of the Company.
The Board announces that due to the change in control of the Company upon the Subscription Completion and the Acquisition Completion:
(a) M r . W o n g Kwai Mo has tendered his resignation as executive Director with effect from the Subscription Completion on the date of this announcement.
(b) Mr. Lai Fengcai has tendered his resignation as executive Director with effect from the Subscription
Completion on the date of this announcement.
(c) Mr. Zhu Weizhou has tendered his resignation as independent non-executive Director with effect from the Subscription Completion on the date of this announcement.
(d) Dr. Li Xiuqing has tendered his resignation as independent non-executive Director with effect from the Subscription Completion on the date of this announcement.
(e) Mr. Chong Ching Hei has tendered his resignation as independent non-executive Director with effect from the Subscription Completion on the date of this announcement.
All the Directors who have tendered resignations confirmed that they have no disagreement with the Board and there are no other matters in respect of their resignations that need to be brought to the attention of the Shareholders. The Board would like to express its sincere gratitude to them for their valuable contribution to the Company during their tenure of service as Directors.
The Board is pleased to announce that with effect from the Subscription Completion on the date of this announcement:
1. Mr. Cheng Jerome has been appointed as an executive Director and chairman of the Board;
2. Mr. Yuan Weitao has been appointed as an executive Director;
3. Mrs. Guo Yan has been appointed as a non-executive Director;
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4. Mr. Feng Xiaohui has been appointed as a non-executive Director;
5. Mr. Wong Chi Keung has been appointed as an independent non-executive Director;
6. Mr. Liu Erhfei has been appointed as an independent non-executive Director; and
7. Mr. Chan Chi Keung Alan has been appointed as an independent non-executive Director. The biographical details of each of the new Directors are as follows:
MrC. hengJeromea, ged62i,sanexecutiveDirectoar ndthechairmanotfheBoardM.
rC. hengisthe
ChairmanotfheNominationCommitteeandamembeortfheRemunerationCommitteeotfheCompany. HejoinedOPCoa,92.6%ownedsubsidiaryoftheTargetCompanywhichinturnisa51%owned subsidiaryotfheCompanyi,nDecembe2r 014andcurrentlyservesastheChieIfnformationOfficeor f OPCo.
Mr. Cheng graduated from University Paris 7 with a DEA (D'Etudes approfondies) French degree in Information Technology in 1986. He has working experience of over 24 years in the IT industry, serving the AXA Group and Oracle Corporation, both of which are among the Top 500 worldwide fortune companies.
From 1986 to 1994, Mr. Cheng served the AXA Group successively as Network Engineer and Architect, Head of Network Architecture Team and Head of Information Technology System Performance. From 1998 to 2008, Mr. Cheng worked for BEA Systems, Inc., a company specialized in enterprise infrastructure software products which was acquired by Oracle Corporation in 2008, as Principal Consulting Engineer in BEA France, as Managing Consulting Engineer in BEA France, as Pre-sales Consulting Manager in BEA APAC region and as Senior Manager of BEA Technology Centre in Beijing, China. In June 2008, Mr. Cheng joined Oracle Systems Hong Kong Limited as the Senior Manager of Soft Development and served as Principal Solution Architect of Oracle Fusion Middleware World Wide Architecture Team from May 2010 to December 2014.
The Company and Mr. Cheng will enter into a service agreement for a term of three years commencing from 25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. Such term is subject to retirement by rotation at the annual general meetings of the Company in accordance with the Articles of Association of the Company (the "Articles") and the Listing Rules. Mr. Cheng will not be entitled any director's fee or salary from the Company but he receives a salary in a total amount of RMB1,150,000 annually from OPCo, which was determined with reference to the prevailing market conditions and Mr. Cheng's roles and responsibilities in OPCo. Mr. Cheng is also entitled to a discretionary annual bonus which will be determined with reference to Mr. Cheng's performance and the performance of the Company and its subsidiaries (the "Group") for the financial year concerned.
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Save as disclosed above, Mr. Cheng (i) did not hold any position with the Company and/or any of its subsidiaries; (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information relating to Mr. Cheng that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about him that needs to be brought to the attention of the Shareholders.
Mr. Yuan Weitao, aged 48, is an executive Director. He joined OPCo, a 92.6% owned subsidiary of the Target Company which in turn is a 51% owned subsidiary of the Company, in September 2014 and currently serves as a director and Executive Vice President of OPCo, and a director of each of CIH, a substantial shareholder of the Company, and Century East, a non-wholly owned subsidiary of CIH and holder of 49% of the issued share capital of the Target Company.
Mr. Yuan graduated from Tsinghua University with a Bachelor's degree in Engineering in 1989 and a Master's degree in Engineering in 1992. He has working experience of over 20 years in international trade, telecommunications and media industries.
Mr.YuanjoinedChinaNationalElectronicsImport&ExportCompany( 0 ),
administeredbytheMinistryoMf
echanicaEl lectronicDeviceos tfhePeople'Rs epublicoCf hinaa, fter
hisgraduationandworkedinitsoverseasubsidiaryasamarketingmanageirn1994M.
rY. uanjoined
CIHaVs icePresidenitn1999andwarsesponsiblefopr rojecdt evelopmenat ndexternacl ooperationof
CIHM.
rY. uanhabs eenthegeneraml anageorBf eijingUnitedOnlineTechnologyCoL. td(
�41t1f&0 )as, ubsidiaryoCf hinaMobilei,n2000av; ice-presidenat ndtherepresentativeotfhe
ChinaofficeoCf MBSawt hichwasasubsidiaryoEf chostaro, neotfheUSleadingsatellitetelevision
operatorsi,n2006a; ndavicegeneraml
anagerofCSMMa,subsidiaryofChinaTelecommunications
Corporation( ��110 )f,rom2010toAugus2t 014.
The Company and Mr. Yuan will enter into a service agreement for a term of three years commencing from 25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. Such term is subject to retirement by rotation at the annual general meetings of the Company in accordance with the Articles and the Listing Rules. Mr. Yuan will not be entitled to any director's fee or salary from the Company but he receives a salary in a total amount of RMB1,000,000 annually from OPCo, which was determined with reference to the prevailing market conditions and Mr. Yuan's roles and responsibilities in OPCo. Mr. Yuan is also entitled to a discretionary annual bonus which will be determined with reference to Mr. Yuan's performance and the Group's performance for the financial year concerned.
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Save as disclosed above, Mr. Yuan (i) did not hold any position with the Company and/or any of its subsidiaries; (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information relating to Mr. Yuan that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about him that needs to be brought to the attention of the Shareholders.
Mrs. Guo Yan, aged 42, is a non-executive Director. She has working experience of over 17 years in the IT industry. She has experience in the management of IT sales and operation of over 15 years. She has led numerous information/communications technology projects and has extensive experience particularly in the new mobile internet business model.
MrsG. uograduatedinTestingTechnologyandInstrument(s
!�1tmWi:H f)romXi'dianUniversity
in1994andobtainedapostgraduatediplomainAstronomicaIlnstrumentsandMethods( i:HW
!f)romthCe hinesAe cademyoSf ciencien1997.
From1997to2014M,
rsG.
uoworkedforHuaweiTechnologiesCo.L, td( 1tm1f&0 )asa
SenioCr lienMt
anageorEf asternChinaRegionad, irectoorMf
obileSystemDivisionoCf hinaRegion,
adirectoor tfheITPurchasingDivisionotfheChinaRegionM.
rsG. uoalsoparticipatedinthemarket
developmenotCf hinaMobileinShanghaaiatseamleadearndactedaaps rojecmt anageirntheproject otfhIeTcentralizedpurchasingbidoCf hinUa nicom.
The Company and Mrs. Guo will enter into a service agreement for a term of three years commencing from 25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. Such term is subject to retirement by rotation at the annual general meetings of the Company in accordance with the Articles and the Listing Rules. Mrs. Guo will be entitled to a salary in the total sum of HK$300,000 annually, which was determined with reference to the prevailing market conditions and Mrs. Guo's roles and responsibilities in the Group.
Save as disclosed above, Mrs. Guo (i) did not hold any position with the Company and/or any of its subsidiaries; and (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
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Save as disclosed above, there is no information relating to Mrs. Guo that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about her that needs to be brought to the attention of the Shareholders.
MrF. engXiaohuia,ged37i,ans on-executiveDirectoarndcurrentlyserveastsheSenioVr icePresident oOf PCo(a92.6%ownedsubsidiaryotfheTargeCt ompanywhichinturnia5s 1%ownedsubsidiaryof theCompanya) ndBeijingCentur(yanindirecwt hollyownedsubsidiaryotfheTargeCt ompanywhich inturnias51%ownedsubsidiaryotfheCompany)H. ehaws orkingexperienceoof ve1r 3yearisnthe communicationasndthIeTindustry.
MrF. enggraduatedfromXi'anInstituteofStatisticswithaBachelor'sdegreeinEconomicsin1999.
FromAugus1t 999toApri2l 014M,
rF. engworkedfoPr utianEastcomCommunicationCo.L, td(
W�i51f&0 )H, uaweTi echnologiesCo.L, td( 1tm1f&0
a) sadepartmenht eada, nd
PeopleyunCo.L, td( _tifi*A.��41t1f&0
a)vs icpe resident.
The Company and Mr. Feng will enter into a service agreement for a term of three years commencing from 25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. Such term is subject to retirement by rotation at the annual general meeting of the Company in accordance with the Articles and the Listing Rules. Mr. Feng will not be entitled to any director's fee or salary from the Company but he receives a salary in a total amount of RMB1,000,000 annually from OPCo, which was determined with reference to the prevailing market conditions and Mr. Feng's roles and responsibilities in OPCo.
Save as disclosed above, Mr. Feng (i) did not hold any position with the Company and/or any of its subsidiaries; and (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders, or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information relating to Mr. Feng that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about him that needs to be brought to the attention of the Shareholders.
Mr. Wong Chi Keung, aged 60, is an independent non-executive Director. He joined the Group on
25 March 2015. Mr. Wong is the chairman of the Audit Committee and a member of each of the
Remuneration Committee and Nomination Committee of the Company.
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Mr. Wong obtained a Master's degree in Business Administration from the University of Adelaide in Australia. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, The Association of Chartered Certified Accountants and CPA Australia and an associate member of The Institute of Chartered Secretaries and Administrators and The Chartered Institute of Management Accountants. Mr. Wong is also a Responsible Officer for asset management, advising on securities and advising on corporate finance for Greater China Capital Limited under the SFO.
Mr. Wong has over 35 years of experience in finance, accounting and management. Mr. Wong was an executive director, the deputy general manager, group financial controller and company secretary of Guangzhou Investment Company Limited (now known as Yuexiu Property Company Limited), a company listed on the Main Board of the Stock Exchange (stock code: 123) for over ten years. He is also an independent non-executive director and a member of the audit committee of Asia Orient Holdings Limited (stock code: 214), Asia Standard International Group Limited (stock code: 129), Century City International Holdings Limited (stock code: 355), China Nickel Resources Holdings Company Limited (stock code: 2889), China Ting Group Holdings Limited (stock code: 3398), ENM Holdings Limited (stock code: 128), Golden Eagle Retail Group Limited (stock code: 3308), Paliburg Holdings Limited (stock code: 617), Regal Hotels International Holdings Limited (stock code: 78), TPV Technology Limited (stock code: 903), Yuan Heng Gas Holdings Limited (stock code: 332) and Zhuguang Holdings Group Company Limited (stock code: 1176), all of which are companies listed on the Stock Exchange. Mr. Wong was also an independent non-executive director of First Natural Foods Holdings Limited (now known as Imperial Pacific International Holdings Limited) (stock code: 1076) from 26 November 2007 to
21 November 2013 and PacMos Technologies Holdings Limited (stock code: 1010) from 9 August 1995 to 30 June 2014.
The Company and Mr. Wong will enter into a service agreement for a term of three years commencing from 25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. The term is subject to retirement by rotation at annual general meetings of the Company in accordance with the Articles and the Listing Rules. Mr. Wong will be entitled to a salary in the total sum of HK$300,000 annually, which was determined with reference to the prevailing market conditions and Mr. Wong's roles and responsibilities in the Group.
Save as disclosed above, Mr. Wong (i) did not hold any position with the Company and/or any of its subsidiaries; and (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, there is no information relating to Mr. Wong that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about him that needs to be brought to the attention of the Shareholders.
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Mr. Liu Erhfei, aged 56, is an independent non-executive Director. He joined the Group on 25 March
2015. Mr. Liu is the chairman of the Remuneration Committee and a member of the Audit Committee of the Company.
Mr. Liu Erhfei is a co-founder of Cindat Capital Management Limited ("Cindat"), a global real estate investment platform with China Cinda Asset Management Company Limited as an anchor shareholder. Prior to founding Cindat in 2013, he was an investment banker/investor since 1984.
From 1999 to 2012, he was the Chairman of Merrill Lynch China initially and Country Executive of Bank of America Merrill Lynch after 2009. From 1999 to 2002, he was also Head of Technology in Asia. From 2002 to 2008, he was also Co-Chairman of Investment Banking in Asia. In addition to his various investment banking responsibilities, he was in charge of the firm's private equity business in China from
2006 to 2010. He was elected The Banker of the Year in Asia in 2006 by "Banker" magazine.
From 1997 to 1999, he was Head of Asia for Credit Agricole Indosuez. From 1994 to 1997, he was Head of Asia for Smith Barney Inc.. From 1992 to 1994, he worked at Goldman Sachs Group, Inc. initially as an Associate and later as Head of Investment Banking for China. From 1990 to 1992, he worked at Morgan Stanley Group Inc. as head of coverage for Thailand. In 1984, he started his investment banking career at Rothschild Inc. in New York.
Mr. Liu graduated from Harvard Business School in 1987 with a Master's degree in Business Administration, from Brandeis University in 1984 with a Bachelor of Arts degree in economics and international relations and from Beijing Foreign Languages University in 1981.
Mr. Liu is currently on the boards of Huabao Finance Investment Company Limited, the financial service platform of BaoSteel Group Corporation; Wing Lung Bank Limited, a wholly owned subsidiary of the China Merchants Bank Group; and Aspire Holdings Company Limited, a majority owned subsidiary of China Mobile (Hong Kong) Limited.
The Company and Mr. Liu will enter into a service agreement for a term of three years commencing from
25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. The term is subject to retirement by rotation at annual general meetings of the Company in accordance with the Articles and the Listing Rules. Mr. Liu will be entitled to a salary in the total sum of HK$300,000 annually, which was determined with reference to the prevailing market conditions and Mr. Liu's roles and responsibilities in the Group.
Save as disclosed above, Mr. Liu (i) did not hold any position with the Company and/or any of its subsidiaries; and (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
8
Save as disclosed above, there is no information relating to Mr. Liu that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about him that needs to be brought to the attention of the Shareholders.
Mr. Chan Chi Keung Alan, aged 51, is an independent non-executive Director. He joined the Group on
25 March 2015. Mr. Chan is a member of each of the Audit Committee and Nomination Committee of the Company.
Mr. Chan is a qualified solicitor admitted in England and Wales in October 1991 and in Hong Kong in February 1992. Mr. Chan practiced corporate and commercial law for more than two decades. He is an independent non-executive director and a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of Focus Media Network Limited, a company listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8112). He is also an independent non- executive director, Chairman of the Remuneration Committee and a member of each of the Audit Committee and Nomination Committee of L&A International Holdings Limited, a company listed on the Growth Enterprise Market of the Stock Exchange (stock code: 8195). Previously, Mr. Chan held a number of regional general counsel roles with international corporations, including Legal Vice President for NagaCorp Limited, a company listed on the Main Board of the Stock Exchange (stock code: 3918), Head of Legal Services of The Hong Kong Jockey Club and the Greater China Legal Counsel for Sun Microsystems. Mr. Chan obtained a Bachelor of Science degree in Civil Engineering from the Aston University of Birmingham, England and a Bachelor of Laws degree in China Law from the China University of Political Science and Law in Beijing, China.
Mr.ChanisaregisteredcivilcelebrantinHongKong;aCouncilMemberoftheChinaOverseas FriendshipAssociation,Beijing,China( ifi?J mf_l$ );aCommitteeMemberbySpecial AppointmenottfheEighthZhuhaCi ommitteeotfheChinesePeople'Ps oliticaCl onsultativeConference
( A.�®:€3ifflffftii�ifim�J,@��f���� )andadirectoroftheHongKongChiuChow
ChambeorCf ommercLe imited.
The Company and Mr. Chan will enter into a service agreement for a term of three years commencing from 25 March 2015 which is determinable by either party serving on the other a 90 days' written notice. Such term is subject to retirement by rotation at annual general meetings of the Company in accordance with the Articles and the Listing Rules. Mr. Chan will be entitled to a salary in the total sum of HK$300,000 annually, which was determined with reference to the prevailing market conditions and Mr. Chan's roles and responsibilities in the Group.
Save as disclosed above, Mr. Chan (i) did not hold any position with the Company and/or any of its subsidiaries; and (ii) did not hold any directorship in any public listed companies in the last three years preceding the date of this announcement; (iii) did not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) did not have any interests in the Shares within the meaning of Part XV of the SFO.
9
Save as disclosed above, there is no information relating to Mr. Chan that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor is there any matter about him that needs to be brought to the attention of the Shareholders.
The Board would like to take this opportunity to welcome the new Directors for joining the Company.
The Board further announces that with effect from the Subscription Completion on the date of this announcement:
1. Mr. Wong Kwai Ho ceased to be a member of the Nomination Committee and Remuneration
Committee of the Company;
2. Mr. Zhu Weizhou ceased to be the chairman of the Remuneration Committee and a member of the
Audit Committee and Nomination Committee of the Company;
3. Dr. Li Xiuqing ceased to be the chairman of the Nomination Committee and a member of the Audit
Committee of the Company;
4. Mr. Chong Ching Hei ceased to be the chairman of the Audit Committee and a member of the
Remuneration Committee of the Company;
5. Mr. Cheng Jerome has been appointed as the chairman of the Nomination Committee and a member of the Remuneration Committee of the Company;
6. Mr. Wong Chi Keung has been appointed as the chairman of the Audit Committee and a member of each of the Remuneration Committee and Nomination Committee of the Company;
7. Mr. Liu Erhfei has been appointed as the chairman of the Remuneration Committee and a member of the Audit Committee of the Company; and
8. Mr. Chan Chi Keung Alan has been appointed as a member of each of the Audit Committee and the
Nomination Committee of the Company.
By Order of the Board
Chairman
Hong Kong, 25 March 2015
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As at the date of this announcement after the Subscription Completion, the executive Directors of the Company are Mr. Cheng Jerome, Ms. Wu Ching and Mr. Yuan Weitao; the non-executive Directors of the Company are Ms. Dong Ying, Dorothy, Mr. Feng Xiaohui and Mrs. Guo Yan; and the independent non-executive Directors of the Company are Mr. Wong Chi Keung, Mr. Liu Erhfei and Mr. Chan Chi Keung Alan.
All the Directors jointly and severally accept full responsibility for the accuracy of information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
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