Common use of DEALING DISCLOSURE Clause in Contracts

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securities) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the The associates (as defined under in the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securitiesCode) of the Company (including Shareholders having interests of more than 5% in the Company) and the Offeror (within the meaning of the Takeovers Code) Subscriber are hereby reminded to disclose their dealings in the relevant securities of in the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to under Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Code. Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates (as defined in the Takeovers Code) and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7seven-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates (as defined in the Takeovers Code) and other persons person themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that the stockbrokers and other intermediaries will supply the Executive with the relevant information as to those dealings, including identities of clients, as part of that co-operation. WARNING THE OFFER WILL ONLY BE MADE IF COMPLETION TAKES PLACE, WHICH IS SUBJECT TO THE FULFILMENT (OR, IF APPLICABLE, WAIVER) OF THE CONDITIONS PRECEDENT OF THE SUBSCRIPTION AGREEMENT. THEREFORE, THE OFFER MAY OR MAY NOT PROCEED AND, AS SUCH, IS A POSSIBILITY ONLY. POTENTIAL INVESTORS AND SHAREHOLDERS ARE URGED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES OF THE COMPANY.”

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securitiesCode) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” GENERAL Under Rule 8.2 of the Takeovers Code, an offer document containing, among other things, details of the Offer, together with the relevant forms of acceptance and transfer, should be despatched to the Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date as the Executive may approve. Pursuant to Note 2 to Rule 8.2 of the Takeovers Code, the Executive’s consent is required if the making of an offer is subject to the prior fulfillment of a pre-condition and the pre-condition cannot be fulfilled within the time period contemplated by Rule 8.2 of the Takeovers Code. Application will be made by the Offeror for the Executive’s consent under Rule 8.2 of the Takeovers Code if Completion does not take place within 21 days of the date of this announcement to extend the deadline for the despatch of the offer document to within 7 days of Completion. Further announcement will be made as and when appropriate. In accordance with the Takeovers Code, the Company is required to send the offeree board circular in relation to the Offer to the Shareholders within 14 days of the posting of the offer document, or such later date as the Executive may approve. Subject to Completion, it is the intention of the Offeror and the Board that the offer document will be combined with the offeree board circular, and a composite offer document containing, among other things, details of the Offer (including the expected timetable), the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the independent financial advisor to the Independent Board Committee in respect of the Offer, will be despatched to the Shareholders. The Independent Board Committee comprising all the independent non-executive Directors, who have no direct or indirect interest in the Offer, has been established to advise the Independent Shareholders in respect of the Offer. First Shanghai Capital Limited has been appointed by the Company as the independent financial adviser to advise the Independent Board Committee in respect of the Offer. The appointment of the independent financial adviser has been approved by the Independent Board Committee.

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securitiesCode) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” REGULATORY REQUIREMENTS

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securitiesCode) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries XxxxxxxxxxxxStockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” GENERAL Under Rule 8.2 of the Takeovers Code, an offer document containing, among other things, details of the Offer, together with the relevant forms of acceptance and transfer, should be despatched to the Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date as the Executive may approve. An application will be made by the Offeror for the Executive’s consent to extend the deadline for despatch of the composite offer document to within 7 days after Completion. In accordance with the Takeovers Code, the Company is required to send the offeree board circular in relation to the Offer to the Shareholders within 14 days of the posting of the offer document, or such later date as the Executive may approve. It is the intention of the Offeror and the Board that the offer document will be combined with the offeree board circular, and a composite offer document containing, among other things, details of the Offer (including the expected timetable), the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the Independent Financial Advisor to the Independent Board Committee in respect of the Offer, will be despatched to the Shareholders within 7 days after Completion. The Independent Board Committee comprising all the independent non-executive Directors, who have no direct or indirect interest in the Offer, has been established to advise the Independent Shareholders in respect of the Offer. Somerley Limited has been appointed by the Company to advise the Independent Board Committee in respect of the Offer. The appointment of the Independent Financial Adviser has been approved by the Independent Board Committee. Warning The Offer will only be made if completion of the sale and purchase of the Sale Share takes place. Completion is subject to satisfaction or waiver of the condition contained in the Agreement and described under the paragraph headed “Condition” in the section headed “The Agreement” above and accordingly the Offer may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securitiesCode) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” THE DISPOSALS On 12 July 2010, the Indigo Agreement and the Taraki Agreement were entered into in respect of the Disposals. The Indigo Agreement Date 12 July 2010 Parties Purchaser: Newood Vendor: the Company Subject matter of the Indigo Agreement Pursuant to the Indigo Agreement, the Company agreed to sell and Newood agreed to purchase the Indigo Sale Share and the rights, title, benefits and interests of the Company in, the Indigo Sale Loan. The Company shall not be obliged to sell any of the Indigo Sale Share or the Indigo Sale Loan unless the sale and purchase of all the Indigo Sale Share and the Indigo Sale Loan is completed simultaneously.

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securitiesCode) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries Intermediates are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries intermediates will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” GENERAL Under Rule 8.2 of the Takeovers Code, an offer document containing, among other things, details of the Offer, together with the relevant forms of acceptance and transfer, should be despatched to the Shareholders as soon as practicable, but in any event within 21 days of the date of this joint announcement or such later date as the Executive may approve. In accordance with the Takeovers Code, the Company is required to send the offeree board circular in relation to the Offer to the Shareholders within 14 days of the posting of the offer document, or such later date as the Executive may approve. It is the intention of the Offeror and the Board that the offer document will be combined with the offeree board circular, and a composite offer document containing, among other things, details of the Offer (including the expected timetable), the recommendation from the Independent Board Committee to the Independent Shareholders and the advice from the independent financial advisor to the Independent Board Committee in respect of the Offer, will be despatched to the Shareholders within 21 days from the date of this joint announcement. The Independent Board Committee comprising all the independent non-executive Directors, who have no direct or indirect interest in the Offer, has been established to advise the Independent Shareholders in respect of the Offer. An independent financial adviser will be appointed by the Company to advise the Independent Board Committee in respect of the Offer. The appointment of the independent financial adviser will be approved by the Independent Board Committee and further announcement will be made by the Company in this regard. Warning Shareholders and investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers .

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securities) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries XxxxxxxxxxxxStockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” REORGANISATION As at the date of this joint announcement, the Disposal Company is wholly owned by the Company. It is agreed between the Offeror and the Vendor that the Disposal Group, except Norray, will be disposed of by the Company to SomaFlex Holdings so that the Disposal Group will no longer be part of the Group after Disposal Completion. In order to separate Norray from the Disposal Group, the Company will set up a new company which shall acquire all the issued shares of Norray currently held by the Disposal Company. Pursuant to the Reorganisation, the Remaining Group will be principally engaged in the Remaining Business whilst the Disposal Group will be principally engaged in Disposal Business. The Disposal Group will, upon Disposal Completion, be sold to SomaFlex Holdings. Upon completion of the Reorganisation, the Disposal Agreement and the Share Agreement, the Company will remain as a publicly listed company and will continue to operate the Remaining Business. As at the date of this joint announcement, (i) the Disposal Group is indebted to the Company; and (ii) Norray is indebted to the Disposal Group. As part of the Reorganisation, (i) the obligations and liabilities of the Disposal Debt will be novated to the Disposal Company; (ii) the obligations and the liabilities of the Norray Debt indebted by Norray to the Disposal Group will be waived and discharged in full; and (iii) the Disposal Debt will be capitalised in full as the shares of the Disposal Company. Such capitalisation shares will be transferred by the Company to SomaFlex Holdings as well upon Disposal Completion subject to and upon the terms and conditions of the Disposal Agreement. Group structure before and after completion of the Reorganisation The chart below illustrates the simplified Group structure as at the date of this joint announcement and immediately before completion of the Reorganisation (assuming no other changes after the date of this joint announcement): 79.88% The Company Public The Vendor and SomaFlex Holdings Other Directors (Note 3) 0.00% 20.12% Disposal Group (Note 1) and Remaining Group (Note 2) Notes:

DEALING DISCLOSURE. In accordance with Rule 3.8 of the Takeovers Code, the associates (as defined under the Takeovers Code and including a person who owns or controls 5% or more of any class of relevant securities) of the Company and the Offeror (within the meaning of the Takeovers Code) are hereby reminded to disclose their dealings in the relevant securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, the full text of Note 11 to Rule 22 of the Takeovers Code is reproduced below: “Responsibilities of stockbrokers, banks and other intermediaries Xxxxxxxxxxxx, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than HK$1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”” REORGANISATION As at the date of this joint announcement, the Disposal Company is wholly owned by the Company. It is agreed between the Offeror and the Vendor that the Disposal Group, except Norray, will be disposed of by the Company to SomaFlex Holdings so that the Disposal Group will no longer be part of the Group after Disposal Completion. In order to separate Norray from the Disposal Group, the Company will set up a new company which shall acquire all the issued shares of Norray currently held by the Disposal Company. Pursuant to the Reorganisation, the Remaining Group will be principally engaged in the Remaining Business whilst the Disposal Group will be principally engaged in Disposal Business. The Disposal Group will, upon Disposal Completion, be sold to SomaFlex Holdings. Upon completion of the Reorganisation, the Disposal Agreement and the Share Agreement, the Company will remain as a publicly listed company and will continue to operate the Remaining Business. As at the date of this joint announcement, (i) the Disposal Group is indebted to the Company; and (ii) Norray is indebted to the Disposal Group. As part of the Reorganisation, (i) the obligations and liabilities of the Disposal Debt will be novated to the Disposal Company; (ii) the obligations and the liabilities of the Norray Debt indebted by Norray to the Disposal Group will be waived and discharged in full; and (iii) the Disposal Debt will be capitalised in full as the shares of the Disposal Company. Such capitalisation shares will be transferred by the Company to SomaFlex Holdings as well upon Disposal Completion subject to and upon the terms and conditions of the Disposal Agreement. Group structure before and after completion of the Reorganisation The chart below illustrates the simplified Group structure as at the date of this joint announcement and immediately before completion of the Reorganisation (assuming no other changes after the date of this joint announcement): 79.88% The Company Public The Vendor and SomaFlex Holdings Other Directors (Note 3) 0.00% 20.12% Disposal Group (Note 1) and Remaining Group (Note 2) Notes: