Common use of Takeovers Code Clause in Contracts

Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.61% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Itochu Corp., and 6.482% by China Foods Investment Corp. a subsidiary of Asahi Breweries, Ltd., and as to the remaining 0.683% by unrelated third parties. Ho Te and ▇▇▇▇ ▇▇▇▇▇ were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. HSBC International Trustee Limited is the trustee of each of the above four discretionary trusts. In addition, ▇▇▇▇▇ also held 1,882,927,866 Shares, representing approximately 33.61% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 560,287,136 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.61% to 37.34%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and ▇▇▇▇▇ becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.

Takeovers Code. If as a result of a share buy back by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code. As at the Latest Practicable Date, Ting Hsin held 1,882,927,866 Shares, representing approximately 33.6133.52% of the issued share capital of the Company. Ting Hsin is beneficially owned as to approximately 44.761% by Ho Te Investments Limited (“Ho Te”), as to approximately 30.239% by Rich Cheer Holdings Limited (“Rich Cheer”), as to 17.835% by Itochu Corp., and 6.482% by China Foods Investment Corp. a subsidiary of Asahi Breweries, Ltd., and as to the remaining 0.683% by unrelated third parties. Ho Te and ▇▇▇▇ ▇▇▇▇▇ were owned as to 100% by Profit Surplus Holdings Limited (“Profit Surplus”). Profit Surplus is the trustee of a unit trust, which is in turn held by four discretionary trusts in equal proportions. HSBC International Trustee Lion Trust (Singapore) Limited is the trustee of each of the above four discretionary trusts. In addition, ▇▇▇▇▇ also held 1,882,927,866 Shares, representing approximately 33.6133.52% of the issued share capital of the Company, as at the Latest Practicable Date. If the Company exercises the right to buy back the maximum of 560,287,136 561,683,036 shares in the Company, the respective percentage of shareholdings held by Ting Hsin and Sanyo will increase from 33.6133.52% to 37.3437.24%. Such increase will give rise to an obligation for Ting Hsin and Sanyo to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors will be cautioned in exercising the Share Buy-back Mandate and have no intention to exercise the Share Buy-back Mandate to such extent which would result in Ting Hsin and ▇▇▇▇▇ becoming obliged to make a mandatory offer. In addition, the Company may not buy back shares which would result in the amount of shares held by the public being reduced to less than 25%.