# CORPORATE REORGANISATION AND GROUP STRUCTURE

share capital for cash at par. On 26 May 2008, Honour Event disposed its entire shareholding in Expand Pacific Limited to Mr. Tsang, our executive Director at a consideration of HK\$1.00.

First Credit had advanced an aggregate sum of HK\$114,350 by way of loan to Expand Pacific Limited. The said loan of HK\$114,350 was unsecured, interest-free and with no fixed term of repayment but repayable on demand. The said loan was repaid in full on 24 March 2009.

On 15 January 2008, First Consortium acquired from Best Year Enterprises Limited (a company wholly-owned by Mr. Sin) one ordinary share of HK\$1.00 in the capital of Head Return Limited (formerly known as FC Mortgage Referral Limited), being its entire issued share capital, for cash at par. On 14 May 2008, First Consortium disposed its entire shareholding in Head Return Limited to Mr. Sin at a consideration of HK\$1.00.

First Credit had advanced an aggregate sum of HK\$111,914 by way of loan to Head Return Limited. The said loan of HK\$111,914 was unsecured, interest-free and with no fixed term of repayment but repayable on demand. The said loan was repaid in full on 24 March 2009.

Expand Pacific Limited and Head Return Limited are limited liability companies incorporated in Hong Kong on 29 August 2007 and 18 October 2007 respectively. Our Group did not conduct any business operation in these companies before the aforesaid disposals.

# THE REORGANISATION

# Incorporation of our Company

Our Company was incorporated under the Companies Law in the Cayman Islands as an exempted company with limited liability on 9 March 2009. Our Company has established a place of business in Hong Kong at Units 909–911, 9th Floor, Far East Consortium Building, 121 Des Voeux Road Central, Hong Kong and was registered as a non-Hong Kong company in Hong Kong under Part XI of the Companies Ordinance on 2 April 2009. As at the date of incorporation, the authorised share capital of our Company was HK\$380,000 divided into 38,000,000 Shares of HK\$0.01 each and one nil-paid Share was issued and allotted to the initial subscriber, Codan Trust Company (Cayman) Limited. The said one Share was transferred to Best Year Enterprises Limited (a shareholder of First Consortium and a wholly-owned company of Mr. Sin) on the same date.

# CORPORATE REORGANISATION AND GROUP STRUCTURE

# Acquisition of First Consortium by our Company

On 25 April 2009, pursuant to a sale and purchase agreement entered into between (i) the then shareholders of First Consortium as vendors, namely Best Year Enterprises Limited, Power Profit Far East Limited, Win Action Limited, Choy Sze Chung Jojo, Easy Finance Management Limited, Tam Yuk Ching Jenny, Top Stanton Holdings Limited, Tsang Kai Kin Clinton, Yearman Limited, Capital Top Limited, Gainyear Holdings Limited, Firstcorp Group Limited, Union Nation Investments Limited, Tse Young Lai, Rise Day Investments Limited, Jade Wing Investments Limited, Enhance Pacific Limited and Nation Field Limited and (ii) our Company as purchaser, our Company acquired the entire issued share capital of First Consortium. In consideration of the acquisition, (i) the one nil-paid Share held by Best Year Enterprises Limited was credited as fully paid; and (ii) our Company issued and allotted 19,230,766 Shares to the then shareholders of the First Consortium, details of the allotment are as follows:

<table><tr><td>Name of Shareholders</td><td>No. of shares
held by the
shareholders
in First
Consortium
before
acquisition</td><td>No. of Shares
issued by our
Company as
consideration
for the
acquisition</td><td>Total No. of
Shares held by
the
Shareholders
after the
acquisition</td><td>Approximate
percentage of
shareholding
after the
acquisition</td></tr><tr><td>Best Year Enterprises Limited
(Note 1)</td><td>1,538,469</td><td>1,538,468</td><td>1,538,469</td><td>8.00%</td></tr><tr><td>Tse Young Lai</td><td>2,994,872</td><td>2,994,872</td><td>2,994,872</td><td>15.57%</td></tr><tr><td>Power Profit Far East Limited</td><td>2,346,152</td><td>2,346,152</td><td>2,346,152</td><td>12.20%</td></tr><tr><td>Win Action Limited</td><td>1,923,076</td><td>1,923,076</td><td>1,923,076</td><td>10.00%</td></tr><tr><td>Nation Field Limited</td><td>1,615,385</td><td>1,615,385</td><td>1,615,385</td><td>8.40%</td></tr><tr><td>Tam Yuk Ching Jenny</td><td>1,333,332</td><td>1,333,332</td><td>1,333,332</td><td>6.93%</td></tr><tr><td>Top Stanton Holdings Limited</td><td>1,230,768</td><td>1,230,768</td><td>1,230,768</td><td>6.40%</td></tr><tr><td>Easy Finance Management
Limited</td><td>846,153</td><td>846,153</td><td>846,153</td><td>4.40%</td></tr><tr><td>Tsang Kai Kin Clinton</td><td>782,051</td><td>782,051</td><td>782,051</td><td>4.07%</td></tr><tr><td>Rise Day Investments Limited
(Note 2)</td><td>769,231</td><td>769,231</td><td>769,231</td><td>4.00%</td></tr><tr><td>Choy Sze Chung Jojo</td><td>769,230</td><td>769,230</td><td>769,230</td><td>4.00%</td></tr><tr><td>Yearman Limited</td><td>769,230</td><td>769,230</td><td>769,230</td><td>4.00%</td></tr><tr><td>Enhance Pacific Limited
(Note 1)</td><td>589,743</td><td>589,743</td><td>589,743</td><td>3.07%</td></tr><tr><td>CailTpta oiip Lmted</td><td>512,820</td><td>512,820</td><td>512,820</td><td>2.67%</td></tr><tr><td>Gainyear Holdings Limited</td><td>461,538</td><td>461,538</td><td>461,538</td><td>2.40%</td></tr><tr><td>Union Nation Investments
Limited</td><td>312,820</td><td>312,820</td><td>312,820</td><td>1.62%</td></tr><tr><td>Firstcorp Group Limited</td><td>307,692</td><td>307,692</td><td>307,692</td><td>1.60%</td></tr><tr><td>Jade Wing Investments
Limited (Note 2)</td><td>128,205</td><td>128,205</td><td>128,205</td><td>0.67%</td></tr><tr><td>Total:</td><td>19,230,767</td><td>19,230,766</td><td>19,230,767</td><td>100.00%</td></tr></table>