kith holdings limited

If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your stockbroker or otherregistered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kith Holdings Limited, you should at once hand the Prospectus Documents to thepurchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom thesale or transfer was effected for transmission to the purchaser or the transferee.

A copy of each of the Prospectus Documents, together with the documents specified in the sub-section headed “Documents delivered tothe Registrar of Companies in Hong Kong” in Appendix IV to this Prospectus, have been registered with the Registrar of Companies inHong Kong pursuant to Section 342C of the Companies (WUMP) Ordinance. The Registrar of Companies in Hong Kong and theSecurities and Futures Commission of Hong Kong take no responsibility for the contents of any of these documents.

Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the Stock Exchange as well as compliance withthe stock admission requirements of HKSCC, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearanceand settlement in CCASS with effect from the commencement date of dealings in the Offer Shares on the Stock Exchange or such otherdates as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is requiredto take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASSand CCASS Operational Procedures in effect from time to time.

Hong Kong Exchanges and Clearing Limited, HKSCC and the Stock Exchange take no responsibility for the contents of the ProspectusDocuments, make no representation as to their accuracy or completeness and expressly disclaim any liability whatsoever for any losshowsoever arising from or in reliance upon the whole or any part of the contents of the Prospectus Documents.

KITH HOLDINGS LIMITED(PROVISIONAL LIQUIDATORS APPOINTED)

僑威集團有限公司*

(已委任臨時清盤人)(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

OPEN OFFER ON THE BASIS OFONE (1) OFFER SHARE FOR EVERY TWO (2) EXISTING SHARESHELD ON THE RECORD DATE AT HK$0.69 PER OFFER SHARE

Financial adviser to the Company

Underwriters to the Open Offer

Double Key International Limited Guoyuan Securities Brokerage(Hong Kong) Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in this Prospectus.

The Latest Time for Acceptance is at 4:00 p.m. on Tuesday, 10 March 2015. The procedures for acceptance of and payment for theOffer Shares and the excess Offer Shares are set out on pages 14 to 16 of this Prospectus. The Open Offer is subject to the satisfactionof certain conditions as described in the sub-section headed “Conditions precedent of the Open Offer” herein, in particular, theUnderwriting Agreement having become unconditional and not having been terminated (see the section headed “Termination of theUnderwriting Agreement” herein) on or before the Latest Time for Termination. Accordingly, the Open Offer may or may not proceed.

Any dealings in the Shares up to the date on which all the conditions of the Open Offer are fulfilled will accordingly bear the risk thatthe Open Offer may not become unconditional or may not proceed. Shareholders and potential investors of the Company shouldtherefore exercise extreme caution when dealings in the Shares, and if they are in any doubt about their position, they should consulttheir own professional advisers.

24 February 2015

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

* For identification purpose only

11.20

App1B 1

13.51A

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Termination of the Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Appendix I – Financial information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Appendix IIA – Unaudited pro forma financial information of the Group . . . . . . . . . . . . 30

Appendix IIB – Unaudited pro forma statement of adjusted consolidatednet tangible assets of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Appendix III – Profit forecast . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Appendix IV – General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

- i -

CONTENTS

In this Prospectus, the following expressions shall have the following meanings unless the context

indicates otherwise:

“acting in concert” has the meaning ascribed thereto under The Codes on Takeovers

and Mergers and Share Buy-backs of Hong Kong

“Application Form(s)” the application form(s) proposed to be issued to the Qualifying

Shareholders in respect of their assure entitlements under the Open

Offer

“associate(s)” has the meaning ascribed thereto under the Listing Rules

“Bermuda Court” the Supreme Court of Bermuda

“Board” the board of Directors

“Business Day” any day (other than a Saturday, Sunday or public holidays) on

which licensed banks in Hong Kong are generally open for business

throughout their normal business hours

“CCASS” the Central Clearing and Settlement System established and

operated by HKSCC

“Companies (WUMP) Ordinance” the Companies (Winding Up and Miscellaneous Provisions)

Ordinance, Chapter 32 of the Laws of Hong Kong (as amended

from time to time)

“Company” Kith Holdings Limited (Provisional Liquidators Appointed), a

company incorporated in Bermuda with limited liability, the

shares of which are listed on the main board of the Stock

Exchange (stock code: 1201)

“connected person(s)” has the meaning ascribed thereto under the Listing Rules

“controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules

“Debt Restructuring” the proposed debt restructuring to be implemented by the Company

to settle the indebtedness of the Group, which includes the Schemesand the secured debt purchase

“Deed of Termination” the deed of termination dated 30 December 2014 entered into

among the Company, Double Key and Select Investment in relation

to the termination of the September 2014 Underwriting Agreement

“Director(s)” director(s) of the Company

- 1 -

DEFINITIONS

“Double Key” Double Key International Limited, a company incorporated in the

British Virgin Islands with limited liability

“Double Key Undertaking” the irrevocable undertaking given by Double Key simultaneously

upon entering into of the Underwriting Agreement, the details of

which are set out in the sub-section headed “The Double Key

Undertaking” in this Prospectus

“EAF(s)” the form(s) of application for use by the Qualifying Shareholders

who wish to apply for excess Offer Shares

“Ever Honest” Ever Honest Industries Limited, a company incorporated under the

laws of Hong Kong

“Group” the Company and its subsidiaries

“Guoyuan” Guoyuan Securities Brokerage (Hong Kong) Limited, a licensed

corporation to carry on type 1 (dealing in securities) and type 4

(advising on securities) of the regulated activities under the SFO

“Hong Kong Court” the High Court of Hong Kong

“HKPLs” Messrs. Lai Kar Yan (Derek), Darach E. Haughey, Yeung Lui Ming

(Edmund) and Ho Kwok Leung Glen, who were appointed as the

joint and several provisional liquidators of the Company by virtue

of an order dated 5 March 2014 made by the Court of First Instance

of the Hong Kong Court

“HKSCC” Hong Kong Securities Clearing Company Limited

“HK$” Hong Kong dollar, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“JPLs” Messrs Lai Kar Yan (Derek), Darach E. Haughey and Ho Kwok

Leung Glen, who were appointed as the joint and several

provisional liquidators of the Company by virtue of an order

dated 27 January 2014 (Bermuda Time) made by the BermudaCourt

“Last Trading Day” 17 December 2013, being the last trading day on which Shares

were traded on the Stock Exchange immediately preceding the

Trading Suspension

- 2 -

DEFINITIONS

“Latest Practicable Date” 17 February 2015, being the latest practicable date prior to the

printing of this Prospectus for the purpose of ascertaining certaininformation contained herein

“Latest Time for Acceptance” 4:00 p.m. on 10 March 2015, being the latest date for acceptance

of, and payment for, the Offer Shares and application and payment

for the excess Offer Shares

“Latest Time for Termination” 4:00 p.m. (Hong Kong time) on 11 March 2015, being the latest

time for the Underwriters to terminate the Underwriting Agreement

“Listing Rules” the Rules Governing the Listing of Securities on the Stock

Exchange

“Mr. Zhang” Mr. Zhang Xiaofeng, an executive Director and a director of

Double Key

“Ms. Cheng” Ms. Cheng Hung Mui, an executive Director and the sole

shareholder and a director of Double Key

“Non-Qualifying Shareholder(s)” the Overseas Shareholder(s) to whom the Directors, based on legal

opinion(s) provided by the legal adviser(s) to the Company,

consider it necessary or expedient not to offer the Open Offer on

account either of legal restrictions under the laws of the relevant

places or the requirements of the relevant regulatory bodies or stock

exchanges in that place

“Offer Share(s)” the new Share(s) to be allotted and issued under the Open Offer,

being 130,726,800 Shares

“Open Offer” the offer for subscription by the Qualifying Shareholders of one (1)

Offer Share for every two (2) existing Shares held on the Record

Date at the Subscription Price, details of the terms and conditions

are set out in the Prospectus Documents

“Overseas Shareholder(s)” Shareholder(s) whose name(s) was/were registered on the register

of members of the Company as at the close of the business on the

Record Date and whose address(es) as shown on such register is/areoutside Hong Kong

“PRC” the People’s Republic of China

“Proposal” the proposal submitted by the Company to the Stock Exchange for

the Resumption

- 3 -

DEFINITIONS

“Prospectus” this prospectus issued by the Company to the Shareholders in

relation to the Open Offer

“Prospectus Documents” this Prospectus, the Application Form and the EAF

“Provisional Liquidators” HKPLs and JPLs

“Qualifying Shareholder(s)” Shareholder(s) whose name(s) was/were registered on the register

of members of the Company as at the close of the business on the

Record Date, other than the Non-Qualifying Shareholder(s)

“Record Date” 23 February 2015, as the date for determining the entitlements to

the Open Offer

“Registrar” the branch share registrar of the Company in Hong Kong, being

Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s

Road East, Hong Kong

“Resumption” the resumption of trading in the Shares on the Stock Exchange after

the Trading Suspension

“Schemes” the scheme of arrangement of the Company and the scheme of

arrangement of the Company’s restructuring subsidiary, Ever

Honest

“Select Investment” Select Investment Services Limited, being one of the underwriters

under the September 2014 Underwriting Agreement

“September 2014 Underwriting

Agreement”

the underwriting agreement dated 11 September 2014 entered into

among the Company, Double Key and Select Investment

“SFO” The Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong)

“Share(s)” ordinary share(s) of HK$0.10 each in the share capital of the

Company

“Shareholder(s)” the holder(s) of Share(s)

“Specified Event” an event occurring or matter arising on or after the date of the

Underwriting Agreement and prior to the Latest Time for

Termination which if it had occurred or arisen before the date of

the Underwriting Agreement would have rendered any of the

warranties given by the Company under the Underwriting

Agreement untrue or incorrect in any material respect

- 4 -

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“Subscription Price” HK$0.69 per Offer Share

“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules

“Taiwan Stock Exchange” Taiwan Stock Exchange Corporation

“TDRs” the Taiwan depository receipts, each unit of which representing one

Share, issued by Yuanta Commercial Bank Co., Ltd. and were

delisted on the Taiwan Stock Exchange on 30 December 2014

“Trading Suspension” the suspension of trading in the Shares since 18 December 2013 at

the direction of the Stock Exchange

“Underwriters” Double Key and Guoyuan, being the underwriters of the Open

Offer

“Underwriting Agreement” the underwriting agreement dated 30 December 2014 entered into

among the Company, Double Key and Guoyuan in relation to theunderwriting arrangement in respect of the Open Offer

“Underwritten Shares” being the total number of Offer Shares which Shareholders are

entitled under the Open Offer

“Untaken Shares” any of the Underwritten Shares not having been taken up by the

Qualifying Shareholders by the Latest Time for Acceptance

“%” or “per cent.” percentage or per centum

Unless otherwise expressly stated, all time and dates in the Prospectus Document refer to Hong Kong

time and dates.

- 5 -

DEFINITIONS

It should be noted that the Underwriting Agreement contains provisions granting the Underwriters, by

notice in writing, the right to terminate the Underwriters’ obligations thereunder on the occurrence of certainevents.

If, prior to the Latest Time for Termination:

(1) in the absolute discretion of Double Key (on behalf of the Underwriters), the success of the

Open Offer would be materially and adversely affected by: (a) the introduction of any new law

or regulation or any change in existing law or regulation (or the judicial interpretation thereof)

or other occurrence of any nature whatsoever which may in the absolute discretion of Double

Key (on behalf of the Underwriters) materially and adversely affect the business or the

financial or trading position or prospects of the Group as a whole or is materially adverse in

the context of the Open Offer; or (b) the occurrence of any local, national or international

event or change (whether or not forming part of a series of events or changes occurring or

continuing before, and/or after the date of the Underwriting Agreement) of a political, military,

financial, economic or other nature (whether or not ejusdem generis with any of the foregoing),

or in the nature of any local, national or international outbreak or escalation of hostilities or

armed conflict, or affecting local securities markets which may, in the absolute discretion of

Double Key (on behalf of the Underwriters) materially and adversely affect the business or the

financial or trading position or prospects of the Group as a whole or materially and adverselyprejudice the success of the Open Offer or otherwise makes it inexpedient or inadvisable to

proceed with the Open Offer; or

(2) there is any change in the circumstances of the Company or any member of the Group which

in the absolute discretion of Double Key (on behalf of the Underwriters) will adversely affect

the prospects of the Company, including without limiting the generality of the foregoing the

presentation of a petition or the passing of a resolution for the liquidation or winding up or

similar event occurring in respect of any member of the Group or the destruction of any

material asset of the Group,

Double Key (on behalf of the Underwriters) shall be entitled by notice in writing to the Company,

served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

Double Key (on behalf of the Underwriters) shall be entitled by notice in writing to rescind the

Underwriting Agreement if prior to the Latest Time for Termination:

(1) any material breach of any of the representations, warranties or undertakings given by the

Company under the Underwriting Agreement comes to the knowledge of the Underwriters; or

(2) any Specified Event comes to the knowledge of the Underwriters.

Any such notice shall be served by Double Key (on behalf of the Underwriters) prior to the Latest

Time for Termination.

- 6 -

TERMINATION OF THE UNDERWRITING AGREEMENT

In the event that the Underwriters terminate the Underwriting Agreement by notice in writing given to

the Company on or before the Latest Time for Termination, all obligations of the Underwriters, and theCompany under the Underwriting Agreement shall cease and terminate and no party shall have any claim

against any other party in respect of any matter arising out of and in connection with the Underwriting

Agreement, except for any antecedent breach of any obligation under the Underwriting Agreement.

If the Underwriting Agreement is terminated, the Open Offer will not proceed.

- 7 -

TERMINATION OF THE UNDERWRITING AGREEMENT

Set out below is the proposed timetable for the implementation of the Open Offer:

The expected timetable is for indicative purposes only and has been prepared on the assumption that

all the conditions of the Open Offer will be fulfilled. The expected timetable is subject to change, and any

changes will be announced in a separate announcement by the Company as and when appropriate.

Event Time and date

2015

Latest Time for Acceptance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 10 March

Latest Time for Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 11 March

Announcement of results of acceptance and

application for the excess Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 March

Refund cheques in respect of wholly or partially

unsuccessful applications for excess Offer Shares

expected to be posted on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 March

Certificates for the Offer Shares expected to be

despatched on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 18 March

The following events are conditional on, amongst others, the fulfillment of the conditions of theResumption and the Resumption, and are hence indicative only and may be extended or varied by theCompany.

Resumption of trading in the Shares and first day of

dealings in the Offer Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 31 March

EFFECT OF BAD WEATHER ON THE LATEST TIME FOR ACCEPTANCE

The Latest Time for Acceptance will not take place at 4:00 p.m. on Tuesday, 10 March 2015 if there

is a tropical cyclone warning signal number 8 or above, or a ‘‘black’’ rainstorm warning. If such

circumstances are:

(i) in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on10 March 2015, the Latest Time for Acceptance will not take place at 4:00 p.m. on Tuesday, 10

March 2015, but will be extended to 5:00 p.m. on the same day instead;

(ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on Tuesday, 10 March

2015, the Latest Time for Acceptance will not take place on 10 March 2015, but will be rescheduled

to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at

any time between 9:00 a.m. and 4:00 p.m.

- 8 -

EXPECTED TIMETABLE

App1B 14

If the Latest Time for Acceptance does not take place on Tuesday, 10 March 2015, the dates

mentioned in the section headed ‘‘Expected timetable’’ in this Prospectus may be affected. Anannouncement will be made by the Company in such event.

- 9 -

EXPECTED TIMETABLE

KITH HOLDINGS LIMITED(PROVISIONAL LIQUIDATORS APPOINTED)

僑威集團有限公司*

(已委任臨時清盤人)(Incorporated in Bermuda with limited liability)

(Stock code: 1201)

Executive Directors:Mr. Zhou JinMr. Tao Fei HuMr. Wang Feng WuMs. Cheng Hung MuiMr. Zhang XiaofengMr. Liu QingchangMr. Wei RenMr. Liu Shihong

Non-executive Directors:Mr. Gou MinMs. Connie Xiaohua Zhang

Independent non-executive Director:Mr. Ho Chun Chung, Patrick

JPLs:Mr. Lai Kar Yan (Derek)Mr. Darach E. HaugheyMr. Ho Kwok Leung, Glen

HKPLs:Mr. Lai Kar Yan (Derek)Mr. Darach E. HaugheyMr. Yeung Lui Ming (Edmund)Mr. Ho Kwok Leung, Glen

Registered Office:Clarendon House2 Church StreetHamilton HM 11Bermuda

Head office and principalplace of business:

1007 Tsim Sha Tsui Centre, West Wing66 Mody RoadTsim Sha TsuiHong Kong

24 February 2015

To the Qualifying Shareholders and,for information only, the Non-Qualifying Shareholders

Dear Sir or Madam,

OPEN OFFER ON THE BASIS OFONE (1) OFFER SHARE FOR EVERY TWO (2) EXISTING SHARESHELD ON THE RECORD DATE AT HK$0.69 PER OFFER SHARE

- 10 -

LETTER FROM THE BOARD

* For identification purpose only

2.14

INTRODUCTION

References are made to the announcements of the Company dated 15 September 2014, 4 December

2014, 31 December 2014 and 4 February 2015 in relation to the Open Offer. The Company proposes to raise

approximately HK$90.20 million before expenses, by way of the Open Offer of 130,726,800 Offer Shares at

the Subscription Price of HK$0.69 per Offer Share on the basis of one (1) Offer Share for every two (2)

existing Shares held by the Qualifying Shareholders on the Record Date and payable in full on acceptance.

On 15 September 2014, the September 2014 Underwriting Agreement was entered into among the

Company, Double Key and Select Investment in respect of the Open Offer. The Company entered into the

Deed of Termination with Double Key and Select Investment on 30 December 2014 to terminate the

September 2014 Underwriting Agreement. Pursuant to the Deed of Termination, each party thereto has also

agreed, released and discharged the other party from all its obligations, duties and liabilities under the

September 2014 Underwriting Agreement.

On 30 December 2014, the Company entered into the Underwriting Agreement with Double Key and

Guoyuan. Other than that Select Investment was replaced by Guoyuan as one of the Underwriters, all

principal terms and conditions under the Underwriting Agreement are the same as the September 2014

Underwriting Agreement.

The purpose of this Prospectus is to provide you with further information in relation to the Open

Offer and other information in respect of the Company.

THE OPEN OFFER

Issue Statistics

Basis of the Open Offer: One (1) Offer Share for every two (2) existing Shares held

on the Record Date by the Qualifying Shareholders

Number of Shares in issue as atthe Latest Practicable Date:

261,453,600 Shares

Number of Offer Shares: 130,726,800 Offer Shares (assuming no new Share being

issued/no Share being repurchased by the Company on or

before the Record Date)

Subscription Price: HK$0.69 per Offer Share

Number of Shares in issue uponcompletion of the Open Offer:

392,180,400 Shares

Assuming no new Share being issued/no Share being repurchased by the Company on or before the

Record Date, the total number of 130,726,800 new Offer Shares represents:

(a) 50% of the Company’s existing issued share capital as at the Latest Practicable Date; and

- 11 -


App1B 10

(b) approximately 33.33% of the Company’s issued share capital as enlarged by the issue of the

Offer Shares.

As at the Latest Practicable Date, the Company had no derivatives, outstanding convertible securities,

options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

The Subscription Price

The Subscription Price for the Offer Shares is HK$0.69 per Offer Share, payable in cash in full upon

acceptance of the relevant entitlements of Offer Shares and, where applicable, application for excess Offer

Shares under the Open Offer by a Qualifying Shareholder.

The Subscription Price of HK$0.69 per Offer Share represents:

(a) a discount of approximately 1.43% to the closing price of HK$0.70 per Share as quoted on the

Stock Exchange on the Last Trading Day;

(b) the average of the closing prices of approximately HK$0.69 per Share for the last five

consecutive trading days up to and including the Last Trading Day; and

(c) the theoretical ex-entitlement price of approximately HK$0.69 per Share based on the closing

price of HK$0.70 per Share as quoted on the Stock Exchange on the Last Trading Day.

The Subscription Price was determined after arm’s length negotiations among the Company and the

Underwriters with reference to the prevailing market price of the Shares prior to the Last Trading Day.

Since the Open Offer will allow Qualifying Shareholders to maintain their pro-rata shareholdings in

the Company by accepting their assured entitlements and also provide an opportunity to them to increase

their shareholding by applying for excess Offer Shares, the Directors consider that the terms of the Open

Offer are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Taking into account the estimated expenses in connection with the Open Offer of approximately

HK$700,000, the net price per Offer Share is expected to be approximately HK$0.68 upon full acceptance of

the relevant entitlements of the Offer Shares (assuming no new Share being issued/no Share being

repurchased by the Company on or before Record Date).

Qualifying Shareholders

The Open Offer is only available to the Qualifying Shareholders. The Company will send (i) the

Prospectus Documents to the Qualifying Shareholders; and (ii) this Prospectus to the Non-Qualifying

Shareholders for information purposes only.

To qualify for the Open Offer, a Shareholder must:

(1) be registered as a member of the Company at the close of business on the Record Date; and

- 12 -


(2) not be a Non-Qualifying Shareholder.

In order to be registered as a member of the Company at the close of business on the Record Date,

Shareholders must have already validly lodged any transfers of Shares (together with the relevant share

certificates) with the Registrar, by 4:30 p.m. on Tuesday, 17 February 2015.

The invitation to apply for the Offer Shares to be made to the Qualifying Shareholders will not be

transferable or capable of renunciation and there will not be any trading of entitlements of the Offer Shares

on the Stock Exchange.

No person receiving a copy of this Prospectus and/or the Application Form and/or the EAF inany territory or jurisdiction outside Hong Kong may treat it as an offer or an invitation to apply forthe Offer Shares, unless in the relevant jurisdiction such an offer or invitation could lawfully be madewithout compliance with any registration or other legal or regulatory requirements. It is theresponsibility of any person outside Hong Kong (including the ultimate beneficial owner(s) of theQualifying Shareholders) wishing to make an application for Offer Shares to satisfy himself/herself asto the observance of the laws and regulations of all relevant jurisdiction, including obtaining anygovernment or other consents, and payment of any taxes and duties required to be paid in suchjurisdiction in connection therewith. Completion and return of the Application Form and/or the EAFwill constitute a warranty and representation by the relevant applicant(s) to the Company that allregistration, legal and regulatory requirements of all relevant territories other than Hong Kong inconnection with the acceptance of the Offer Shares have been duly complied with by such applicant(s).For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited is subject to any of therepresentations and warranties. If you are in any doubt as to your position, you should consult yourprofessional advisers.

Closure of register of members

The register of members of the Company had been closed from Wednesday, 18 February 2015 to

Monday, 23 February 2015 (both days inclusive) for the purpose of determining the entitlements of the

Qualifying Shareholders for the Open Offer. No transfer of Shares were registered during this period.

Rights of the Overseas Shareholders

As at the Latest Practicable Date, based on the register of members of the Company, there was no

Overseas Shareholder. As such, the Directors believe there will be no Non-Qualifying Shareholder under the

Open Offer as at the close of business on the Record Date.

Basis of entitlement

The basis of the Shareholders’ entitlements under the Open Offer shall be one (1) Offer Share for

every two (2) existing Shares held on the Record Date, comprising a total of 130,726,800 Offer Shares

(assuming no new Share being issued/no Share being repurchased by the Company on or before the Record

Date). Application for all or any part of a Qualifying Shareholder’s entitlements should be made by

completing the Application Form and lodging the same with a remittance for the Offer Shares being applied

for.

- 13 -


App1B 18(2)

App1B 18(2)

Fractions of the Offer Shares

No fractional entitlements to the Offer Shares will be issued to the Shareholders and no entitlements

of the Non-Qualifying Shareholders to the Offer Shares will be issued to the Non-Qualifying Shareholders.

The Offer Shares representing such fractional entitlements and entitlements of the Non-Qualifying

Shareholders will be aggregated and will be made available for excess application by the Qualifying

Shareholders.

Status of the Offer Shares

The Offer Shares, when allotted and issued, will rank pari passu in all respects with the existing

Shares then in issue. Holders of the Offer Shares will be entitled to receive all future dividends and

distributions which are declared, made or paid after the date of allotment and issue of the Offer Shares.

Procedures for application and payment for the Offer Shares

Qualifying Shareholders will find the Application Form enclosed with this Prospectus which entitles

them to subscribe for the number of Offer Shares shown therein. If the Qualifying Shareholders wish to

accept all of their assured entitlements of the Offer Shares as specified in the Application Form or any lesser

number of such Offer Shares, they must lodge the Application Form in accordance with the instructionsprinted thereon, together with a remittance for the full amount payable on acceptance, with the Registrar by

no later than 4:00 p.m. on Tuesday, 10 March 2015. All remittances must be made by cheque or cashier’s

order in Hong Kong dollars. Cheques must be drawn on an account with, and banker’s cashier orders must

be issued by, a licensed bank in Hong Kong and made payable to “KITH HOLDINGS LIMITED

(PROVISIONAL LIQUIDATORS APPOINTED) – OPEN OFFER” and crossed “Account Payee Only”.

It should be noted that unless the duly completed Application Form, together with the appropriate

remittance, have been lodged with the Registrar by 4:00 p.m. on Tuesday, 10 March 2015 by a Qualifying

Shareholder, his/her entitlement to apply under the Open Offer will be deemed to have been declined and

will be cancelled.

All cheques or banker’s cashier orders will be presented for payment immediately upon receipt and

all interest earned on such application monies (if any) will be retained for the benefit of the Company. Any

Application Form in respect of which the accompanying cheque and/or cashier’s order is dishonoured on

first presentation is liable to be rejected, and, in such event, the relevant entitlements thereunder will be

deemed to have been declined and will be cancelled. No receipt will be issued in respect of any Application

Form or any application monies received.

If the Underwriters exercise the rights to terminate the Underwriting Agreement or if the conditions

of the Open Offer are not fulfilled, the monies received in respect of acceptances of the Offer Shares will be

refunded to the Qualifying Shareholders or in case of joint applicants, to the first-named applicant, without

interest by means of cheques despatched by ordinary post to their respective registered addresses at their

own risk as soon as practicable thereafter.

- 14 -


App1B 18(2)

App1B 18(2)

Application for excess Offer Shares

Qualifying Shareholders will have the right to apply for any Offer Shares in excess of their own

entitlements under the EAFs but are not assured of being allocated any Shares in excess of those in their

own entitlement.

Shareholders who have been offered odd lots of the Offer Shares should note that there is no

guarantee that such odd lots of the Offer Shares will be topped up to create whole board lots of 3,000 Shares

per board lot, which is expected to become effective after completion of the Open Offer and the proposed

change in board lot size which was announced on 15 September 2014, instead of the existing 2,000 Shares

per board lot pursuant to applications for excess Offer Shares. The Directors will allocate the excess Offer

Shares at their discretion on a fair and equitable basis on the following principles:

(1) preference will be given to applications for less than a board lot of Offer Shares where they

appear to the Directors that such applications are made to round up odd-lot holdings to whole-

lot holdings of 3,000 Shares per new board lot size and that such applications are not made

with intention to abuse this mechanism; and

(2) subject to availability of excess Offer Shares after allocation under principle (1) above, the

excess Offer Shares will be allocated to the Qualifying Shareholders based on a sliding scalewith reference to the number of the excess Offer Shares applied by and round down to the

nearest whole number of Offer Shares (i.e. the Qualifying Shareholders applying for a smaller

number of the Offer Shares will be allocated a higher percentage of the excess Offer Shares

they have applied for; whereas the Qualifying Shareholders applying for a larger number of

Offer Shares will be allocated a lower percentage of the excess Offer Shares than those

applying for a smaller number).

Any Offer Shares not applied for by the Qualifying Shareholders will be taken up by the

Underwriters.

Application for excess Offer Shares should be made by completing and signing the EAF

accompanying this Prospectus and lodging the same in accordance with the instructions printed thereon,

together with a separate remittance for the full amount payable in respect of such number of excess Offer

Shares applied for, with the Registrar by no later than 4:00 p.m. on Tuesday, 10 March 2015. All

remittances must be made by cheque or cashier’s order in Hong Kong dollars. Cheques must be drawn on an

account with, and banker’s cashier orders must be issued by, a licensed bank in Hong Kong and made

payable to “KITH HOLDINGS LIMITED (PROVISIONAL LIQUIDATORS APPOINTED) – EXCESS

APPLICATION” and crossed “Account Payee Only”.

The Company will notify the Qualifying Shareholders the allocation result of excess application for

Offer Shares on Tuesday, 17 March 2015 by way of announcement. It should be noted that unless the duly

completed and signed EAF, together with the appropriate remittance, have been lodged with the Registrar by

4:00 p.m. on Tuesday, 10 March 2015 by a Qualifying Shareholder, the EAF will be rejected. It should also

be noted that the lodging of the EAF does not assure the Qualifying Shareholder of being allocated any

Offer Shares in excess of those in their assured entitlements.

- 15 -


7.26A

All cheques or banker’s cashier orders will be presented for payment immediately upon receipt and

all interest earned on such application monies (if any) will be retained for the benefit of the Company. AnyEAF in respect of which the accompanying cheque and/or cashier’s order is dishonoured on first

presentation is liable to be rejected. No receipt will be issued in respect of any EAF or any application

monies received.

Investors with their Shares held by a nominee company should have noted that the Board will regard

the nominee company as a single Shareholder according to the register of members of the Company.

Accordingly, Shareholders should have noted that the aforesaid arrangement in relation to the allocation of

the excess Offer Shares will not be extended to beneficial owners individually. Investors with their Shares

held by a nominee company have been advised to consider whether they would like to arrange for the

registration of the relevant Shares in the name of the beneficial owner(s) prior to the Record Date.

Shareholders and investors have been advised consult their professional advisers if they are in any doubt as

to their status.

Share certificates for the Offer Shares and refund cheques for the Open Offer

Subject to the fulfillment or waiver (as the case may be) of the conditions of the Open Offer,

certificates for all Offer Shares are expected to be posted to those entitled thereto by ordinary post at their

own risk on or before Wednesday, 18 March 2015. Refund cheques in respect of wholly or partiallyunsuccessful applications for the excess Offer Shares (if any) are expected to be posted on or before

Wednesday, 18 March 2015 by ordinary post to the applicants at their own risk.

Each Qualifying Shareholder who has validly applied for the Offer Shares will receive one share

certificate for all the Offer Shares that will be issued to him/her.

Application for listing of the Offer Shares

The Company has applied to the Stock Exchange for the listing of and permission to deal in, the

Offer Shares. The Offer Shares shall have the board lot size of 3,000 Shares per board lot upon completion

of the Open Offer and the proposed change in board lot size which was announced on 15 September 2014.

The TDRs were delisted from the Taiwan Stock Exchange on 30 December 2014. As at the Latest

Practicable Date, no part of the securities of the Company was listed or dealt in or on which listing or

permission to deal in was being or was proposed to be sought on any other stock exchange.

Subject to the granting of the listing of, and permission to deal in, the Offer Shares on the Stock

Exchange, the Offer Shares will be accepted as eligible securities by HKSCC for deposit, clearance andsettlement in CCASS with effect from the commencement dates of dealings in the Offer Shares on the Stock

Exchange or such other dates as determined by HKSCC. Settlement of transactions between participants of

the Stock Exchange on any trading day is required to take place in CCASS on the second trading day

thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational

Procedures in effect from time to time.

- 16 -


App1B 18(2)

App1B 9(1)

App1B 6(1)

Dealings in the Offer Shares which are registered in the Registrar will be subject to payment of stamp

duty, the Stock Exchange trading fee, transaction levy, investor compensation levy or any other applicablefees and charges in Hong Kong.

Conditions precedent of the Open Offer

The Open Offer is conditional upon the following conditions being fulfilled:

(a) the delivery to the Stock Exchange for authorisation and the registration with the Registrar of

Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly

signed by two Directors (or by their agents duly authorised in writing) as having been

approved by resolution of the Directors (and all other documents required to be attached

thereto) and otherwise in compliance with the Listing Rules and the Companies (WUMP)

Ordinance not later than the date on which the Prospectus Documents are despatched;

(b) the posting of the Prospectus Documents to the Qualifying Shareholders and the posting of the

Prospectus and a letter in the agreed form to the Non-Qualifying Shareholders, if any, for

information purpose only, explaining the circumstances in which they are not permitted to

participate in the Open Offer on or before the date on which the Prospectus Documents are

despatched;

(c) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to

allotment) and not having withdrawn or revoked listing of and permission to deal in all the

Offer Shares by no later than the date on which the Prospectus Documents are despatched;

(d) the Stock Exchange has granted its approval-in-principle (subject to any conditions as may be

imposed by the Stock Exchange) for the Resumption;

(e) the obligations of the Underwriters becoming unconditional and that the Underwriting

Agreement is not terminated in accordance with its terms on or before the Latest Time for

Termination;

(f) compliance with and performance of all the undertakings and obligations of the Company

under the terms of the Underwriting Agreement;

(g) the compliance by Double Key with its undertaking and obligations under the Double Key

Undertaking given in favour of the Company from the date thereof up to the Latest Time for

Acceptance;

(h) the Debt Restructuring having become fully effective as a matter of the applicable law; and

(i) all requirements and conditions imposed by the Stock Exchange or under the Listing Rules or

otherwise in connection with the transactions contemplated under the Underwriting Agreement

having been fulfilled or complied with by not later than the Latest Time for Termination.

- 17 -


The above conditions precedent are incapable of being waived. If the above conditions are not

satisfied by 31 March 2015 (or such later date or dates as the Company and Double Key (on behalf of theUnderwriters) may agree), the Underwriting Agreement shall terminate and no party shall have any claim

against the other party for costs, damages, compensation or otherwise (save for any antecedent breaches) and

the Open Offer will not proceed.

As at the Latest Practicable Date, condition (d) above had been fulfilled.

THE UNDERWRITING AGREEMENT

Date: 30 December 2014

Underwriters: Double Key and Guoyuan

Number of Offer Shares: 130,726,800 Offer Shares

Number of Offer Sharesundertaken to be taken up orprocured to be taken up byDouble Key:

Double Key has given an irrevocable undertaking in favour

of the Company and Guoyuan, among other things, to

subscribe for 78,415,102 Offer Shares to which Double Key

is entitled to under the Open Offer

Number of Underwritten Shares: 52,311,698 Offer Shares, being the number of Offer Shares

less the number of Offer Shares agreed to be taken up by

Double Key under the Double Key Undertaking, out of

which (i) Double Key conditionally agreed to underwrite the

maximum number of Untaken Shares, or such lesser amount

of Untaken Shares to the extent that the public float

requirements under Rule 8.08 of the Listing Rules remain

to be fulfilled by the Company at all times and upon

completion of the Open Offer; and (ii) Guoyuan

conditionally agreed to underwrite the remaining number

of Untaken Shares not being taken up by Double Key.

Commission: Double Key will not receive any underwriting commission

while Guoyuan will receive a fixed underwriting commission

of HK$50,000.

The terms of the Underwriting Agreement and the commission were determined after arm’s lengthnegotiations among the Company and the Underwriters by reference to the market rate, existing financial

position of the Group, the size of the Open Offer, and the current and expected market condition. The

Directors consider that the terms of the Underwriting Agreement (including the commission) are fair and

reasonable.

The obligations of each of the Underwriters under the Underwriting Agreement shall not be joint and

several, but shall be several only in respect of the number of the Underwritten Shares as each of the

Underwriters agrees to take up. None of the Underwriters shall be liable for any failure on the part of the

- 18 -


App1B 18(1)

other Underwriter to perform such obligations. Notwithstanding the foregoing, each of the Underwriters

shall be entitled to enforce any or all of its rights under the Underwriting Agreement either alone or jointlywith any other Underwriter.

Guoyuan may, at its absolute discretion, appoint any other person to be sub-underwriter(s) or sub-

agent(s) for the purpose of sub-underwriting the Untaken Shares pursuant to the Underwriting Agreement.

Pursuant to the Underwriting Agreement, each of the Underwriters has represented and warranted to

the Company that the Underwriters (save as Double Key), the sub-underwriter(s) and the subscriber(s) for

any Underwritten Shares and their respective associates are not connected persons of the Company and are

independent of and not connected or acting in concert with the Directors, the chief executive or substantial

shareholders of the Company or any of its subsidiaries or any of their respective associates.

THE DOUBLE KEY UNDERTAKING

Simultaneously upon entering into of the Underwriting Agreement, Double Key has given an

irrevocable undertaking to the Company and Guoyuan that:

(a) the 156,830,204 Shares registered in the name of Double Key and/or its nominee and

beneficially owned by Double Key will remain registered in the name of Double Key and/or itsnominee up to and including the date when the announcement of the results of the Open Offer

is published;

(b) it will accept its entitlements under the Open Offer for an aggregate of 78,415,102 Offer

Shares;

(c) it will lodge the Application Form in respect of the 78,415,102 Offer Shares in accordance

with the terms of the Underwriting Agreement; and

(d) it will subscribe for all the Untaken Shares or such lesser number of Untaken Shares, to the

extent that the public float of the Company will not be lower than the prescribed minimum

level of public float as required by the Listing Rules immediately following completion of the

Open Offer.

Save for the above, as at the Latest Practicable Date, the Board had not received any information or

irrevocable undertakings from any Shareholders of their intention to take up or not to take up the securities

of the Company to be offered to them under the Open Offer.

REASONS FOR THE OPEN OFFER AND USE OF PROCEEDS FROM THE OPEN OFFER

The Group is principally engaged in printing and manufacturing of packaging products.

The Directors consider that the Open Offer will enlarge the capital base and strengthen the financial

position of the Company so as to facilitate the Group’s long-term development. The Directors are of the

view that it is in the interest of the Company to raise additional capital by way of the Open Offer of which

- 19 -


App1B 18(3)

all the Qualifying Shareholders are given an equal opportunity to maintain their respective shareholdings in

the Company and participate in the enlargement of capital base as well as the future development of theGroup at their own wish after the Resumption.

The estimated gross proceeds and net proceeds of the Open Offer at the Subscription Price of

HK$0.69 per Offer Share will be approximately HK$90.20 million and HK$89.50 million respectively

(assuming no new Share being issued/no Share being repurchased by the Company on or before the Record

Date). Based on the financial position and business development of the Group as at the Latest Practicable

Date, the Company intends to apply such net proceeds from the Open Offer for (a) administrative expenses

of approximately HK$10 million; and (b) the remaining balance of approximately HK$79.5 million as (i)

working capital of the Group; (ii) investment in new businesses when suitable opportunities arise; or (iii)

repayment of part of the working capital loan from Double Key subject to (i) and (ii) above.

Taking into account the above, the Directors are of the opinion that the Open Offer is in the interests

of the Company and the Shareholders as a whole.

Double Key and the Directors have no present agreement, arrangement, intention, negotiation and/or

plan to carry out a principal business other than the existing business of the Company within 24 months after

the Resumption. The Directors intend to remain with the Board after the Resumption.

INFORMATION ON THE UNDERWRITERS

As at the Latest Practicable Date, Double Key was a controlling shareholder of the Company which

was interested in 156,830,204 Shares, representing approximately 59.98% of the issued share capital of the

Company. Double Key has not conducted any business since its incorporation on 20 November 2013 and has

not been involved in the business of underwriting. As confirmed by Double Key, Double Key and its

beneficial owner (i.e. Ms. Cheng) have no intention or plan to dispose of its controlling interests in the

Company within 24 months after the Resumption.

Guoyuan is a licensed corporation to carry on type 1 (dealing in securities) and type 4 (advising on

securities) of the regulated activities under the SFO. To the best of the Directors’ knowledge, information

and belief, having made all reasonable enquiries, Guoyuan and its ultimate beneficial owner(s) and their

respective associate(s) (if any and applicable) are third party(ies) which are independent of the Company and

its connected persons.

- 20 -


App1B 11

7.24(3)

POSSIBLE CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY ARISINGFROM THE OPEN OFFER

For illustration purposes only, set out below is the shareholding structure of the Company from the

Latest Practicable Date to immediately after completion of the Open Offer, assuming no new Share being

issued/no Share being repurchased by the Company on or before the Record Date:

ShareholdersAs at the

Latest Practicable Date

Immediately aftercompletion of the OpenOffer (assuming all OfferShares are subscribed for

by the QualifyingShareholders)

Immediately aftercompletion of the Open

Offer (assuming none of theOffer Shares are subscribed

for by the QualifyingShareholders)(Notes 3 & 4)

Number of

Shares %

Number of

Shares %

Number of

Shares %

Double Key (Note 1) 156,830,204 59.98 235,245,306 59.98 264,135,300 67.35

Hui King Chun, Andrew

(Note 2) 30,000,000 11.47 45,000,000 11.47 30,000,000 7.65

Public Shareholders

Guoyuan – – – – 23,421,704 5.97

Existing public

Shareholders 74,623,396 28.55 111,935,094 28.55 74,623,396 19.03

Sub-total 74,623,396 28.55 111,935,094 28.55 98,045,100 25.00

Total 261,453,600 100.00 392,180,400 100.00 392,180,400 100.00

Notes:

(1) Double Key is 100% owned by Ms. Cheng, an executive Director.

(2) Mr. Hui King Chun, Andrew is an ex-director of the Company (removed on 27 June 2014).

(3) Pursuant to the Underwriting Agreement and the Double Key Undertaking, Double Key (i) will lodge the

Application Form in respect of the 78,415,102 Offer Shares accompanied by appropriate remittances which

shall be honoured on first presentation and otherwise comply with the procedures for such acceptance and

application as described in the Prospectus Documents prior to the Latest Time for Acceptance; and (ii) will

subscribe for the maximum number of Untaken Shares or such lesser number of Untaken Shares, to the extent

that the public float of the Company will not be lower than the prescribed minimum level of public float as

required by the Listing Rules immediately following completion of the Open Offer.

(4) Pursuant to the Underwriting Agreement, Guoyuan conditionally agreed to underwrite the remaining number of

Untaken Shares not being taken up by Double Key.

- 21 -


FUND RAISING EXERCISES OF THE COMPANY IN THE PAST TWELVE MONTHS

The Company had not conducted any other equity fund raising exercises in the past twelve months

immediately preceding the Latest Practicable Date.

LISTING RULES IMPLICATIONS

Since the Open Offer will not increase the issued share capital or the market capitalisation of the

Company by more than 50% and the Company has not announced any other open offer or rights issue within

the 12-month period immediately preceding the Open Offer, the Open Offer is not subject to Shareholders’

approval under the Listing Rules.

Double Key, being one of the Underwriters, is a controlling shareholder of the Company and hence a

connected person of the Company under the Listing Rules. Accordingly, the transaction contemplated under

the Underwriting Agreement constitutes a connected transaction for the Company under Chapter 14A of the

Listing Rules.

Ms. Cheng and Mr. Zhang are executive Directors and are also directors of Double Key. In addition,

Ms. Cheng is also the sole shareholder of Double Key. As such, Ms. Cheng and Mr. Zhang are considered as

having material interest in the Open Offer and the Underwriting Agreement and had abstained from votingon the Board resolutions approving the Open Offer and the Underwriting Agreement accordingly. The

Company confirms that save and except for Ms. Cheng and Mr. Zhang, none of the Directors have material

interest in the Open Offer and the Underwriting Agreement. Pursuant to Rule 14A.92(2)(b) of the Listing

Rules and given that Rule 7.26A (arrangements to dispose of any excess securities) of the Listing Rules has

been complied with, the allotment and issue of the Underwritten Shares to Double Key pursuant to the

Underwriting Agreement will be exempt from the reporting, announcement and independent shareholders’

approval requirements under Chapter 14A of the Listing Rules.

In addition, payment of the underwriting commission (if any) to Double Key would constitute a

connected transaction for the Company under Chapter 14A of the Listing Rules. However, no commission

will be received by Double Key in respect of its underwriting commitment under the Underwriting

Agreement.

WARNING OF THE RISK OF DEALINGS IN THE SHARES

Trading in the Shares has been suspended since 18 December 2013. Until satisfaction of all theconditions of the Resumption set by the Stock Exchange, trading in the Shares will continue to besuspended. The release of this Prospectus and/or the Prospectus Documents does not indicate that theShares will resume trading or the listing of the Offer Shares will be approved by the Stock Exchange.Shareholders should note that the Company may be placed in the second stage of delisting by theStock Exchange in the event that the Company fails to satisfy all the conditions of the Resumptionwithin the time stipulated by the Stock Exchange.

- 22 -


Shareholders and potential investors should also note that the Open Offer is conditional uponthe Underwriting Agreement having become unconditional and Double Key and Guoyuan not havingterminated the Underwriting Agreement in accordance with the terms thereof. Accordingly, the OpenOffer may or may not proceed.

Any dealings in the Shares from the date of this Prospectus up to the date on which all theconditions precedent of the Open Offer are fulfilled will accordingly bear the risk that the Open Offermay not become unconditional or may not proceed. Any Shareholders or other persons contemplatingdealings in the Shares are recommended to consult their own professional advisers. Shareholders andpotential investors of the Company should therefore exercise extreme caution when dealings in thesecurities of the Company.

FURTHER INFORMATION

Your attention is drawn to the other information set out in the appendices to this Prospectus.

On behalf of the Board

Kith Holdings Limited(Provisional Liquidators Appointed)

Zhang XiaofengDirector

- 23 -


1. FINANCIAL INFORMATION

The audited consolidated financial statements of the Group for the years ended 31 December 2011, 31

December 2012, 31 December 2013 and the unaudited consolidated financial statements for the six months

ended 30 June 2014, including the notes thereto, have been published in the annual reports of the Company

for the years ended, 31 December 2011 (pages 46 to 208), 31 December 2012 (pages 47 to 220), 31

December 2013 (pages 24 to 92) and the interim report for the six months ended 30 June 2014 (pages 10 to

34) respectively. The said annual reports and the interim report of the Company are available on the

Company’s website at www.kithholdings.com and the website of the Stock Exchange at www.hkexnews.hk.

2. WORKING CAPITAL

The Directors are of the opinion that, upon completion of the restructuring of the Group and the

Schemes and with the estimated net proceeds from the Open Offer, after the Resumption, the Group would

have sufficient working capital to finance its own day-to-day operations for at least 12 months from the

expected date of the Resumption in the absence of unforeseen circumstances.

3. INDEBTEDNESS

As at the close of business on 31 January 2015, being the latest practicable date for the purpose ofascertaining the indebtedness of the Group prior to the printing of this Prospectus, the Group had total

outstanding borrowings and payables of approximately HK$580.8 million, and details of which are set out

below:

HK$ million

Secured:Borrowings 129.5

Unsecured:Other payables 55.2

Dividend payable to non-controlling shareholders 4.9

Borrowings 391.2

Total borrowings and payables 580.8

The secured borrowings of the Group, in aggregate, of approximately HK$129.5 million were secured

by:

(i) An amount of the borrowing approximately HK$39 million which is pledged by trade

receivables with a carrying amount of approximately HK$50 million to secure for general

banking facilities granted to a subsidiary of the Company.

- 24 -

APPENDIX I FINANCIAL INFORMATION OF THE GROUP

App1B 31

App1B 30

App1B 28

(ii) An amount of the borrowing approximately HK$13 million which is guaranteed by the

Government of the Hong Kong Special Administrative Region under the Special LoanGuarantee Scheme.

(iii) An amount of the borrowing approximately HK$77.5 million which is guaranteed by an ex-

director Mr. Hui King Chun who has been removed as a director on 27 June 2014.

As at the close of business on 31 January 2015, the Group had no material contingent liabilities and

commitments.

Save as disclosed above in the sub-section headed “Indebtedness” in this Appendix I and apart from

intra-group liabilities and normal trade payables in the ordinary course of the Group’s business, as at the

close of business on 31 January 2015, the Directors were not aware of the Group having other outstanding

mortgages, charges, debentures or other loan capital, bank overdrafts or loans, other similar indebtedness,

finance lease or hire purchase commitments, liabilities under acceptance or acceptance credits, guarantees or

other material contingent liabilities.

4. FINANCIAL AND TRADING PROSPECTS

Update on listing status

The Shares are listed on the Stock Exchange and trading in the Shares has been suspended

since 18 December 2013. By a letter dated 18 February 2014 issued by the Stock Exchange to the

Provisional Liquidators, the Stock Exchange informed the Provisional Liquidators that the Stock

Exchange has placed the Company in the first stage of the delisting procedures pursuant to Practice

Note 17 of the Listing Rules and that the Company was required to submit a viable resumption

proposal by 17 August 2014 to address the following resumption conditions:

• Demonstrate the Company’s compliance with Rule 13.24 of the Listing Rules;

• Publish all outstanding inside information, including the writ of summons issued in the

Hong Kong Court against the Company for a repossession order of the Company’s

office; and

• Have the winding up petition against the Company being withdrawn or dismissed and

the Provisional Liquidators being discharged,

and that the Company has demonstrated that it has a business of substance and the business model isviable and sustainable.

At the request of the Listing Division of the Stock Exchange, the Provisional Liquidators, on

behalf of the Company, submitted the Proposal. Following their submission, the Provisional

Liquidators and the Company received various queries and verbal comments from the Stock

Exchange in relation to the Proposal and the Company’s financial forecasts. The Provisional

- 25 -


App1B 29(1)(b)

Liquidators and the Company responded to the queries and verbal comments from the Stock

Exchange and included various information in support of the Company’s application for theResumption.

By a letter dated 29 October 2014, the Stock Exchange informed the Provisional Liquidators

that the Stock Exchange has decided to allow the Company to proceed with the Proposal and the

subsequent submissions, subject to satisfying the following conditions by 31 March 2015:

• Completion of the transactions under the Proposal;

• Inclusion in an announcement or open offer prospectus:

(a) a profit forecast for the two years ending 31 December 2015 and the period

ending 30 June 2016 together with reports from the auditors and the financial

adviser under Rules 14.62(2) and (3) of the Listing Rules;

(b) a pro forma balance sheet upon completion of the Proposal; and

(c) a statement from the Directors (including the proposed Directors) confirming

working capital sufficiency for at least 12 months from trading resumption and acomfort letter from the auditors on the Directors’ statement.

• Withdrawal or dismissal of the winding up petition and discharge of the Provisional

Liquidators; and

• Publication of all outstanding financial results with any major audit qualifications

properly addressed.

The Company should also comply with the Listing Rules. The Stock Exchange may modify the

above resumption conditions if the Company’s situation changes.

The profit forecast and the working capital sufficiency mentioned above are set out in

Appendix III and Appendix I to this Prospectus respectively. The unaudited pro forma financial

information of the Group and the unaudited pro forma statement of adjusted consolidated net tangible

assets of the Group are set out in Appendix IIA and Appendix IIB to this Prospectus respectively.

Business prospects

The Group is principally engaged in printing and manufacturing of packaging products.

Since the last published audited accounts, it has come to the Group’s attention that the high-

end cigarette market in the PRC was adversely affected by the general suppression of luxury goods in

the PRC. Going forward, the Company intends to better develop the market in Yunnan Province of

the PRC. On the other hand, the business in Anhui Province of the PRC has been blooming and it is

expected that the business of the Group in Anhui Province shall further improve in the upcoming

years.

- 26 -


5. EVENTS AFTER 31 DECEMBER 2013 BEING THE DATE ON WHICH THE LATESTPUBLISHED AUDITED CONSOLIDATED ACCOUNTS OF THE GROUP WERE MADE UP

Winding-up petition and appointment of the Provisional Liquidators

China CITIC Bank International Limited (formerly known as CITIC Bank International

Limited) served on the Company (i) a petition at the Hong Kong Court for an order, among other

things, to wind up the Company (the “Hong Kong Petition”) on 14 January 2014; and (ii) a petition

at the Bermuda Court for an order, among other things, to wind up (the “Bermuda Petition”) and to

appoint a provisional liquidator against the Company on 15 January 2014.

On 27 January 2014, Messrs. Lai Kar Yan (Derek), Darach E. Haughey and Ho Kwok Leung,

Glen have been appointed as the JPLs pursuant to an order made by the Bermuda Court. The hearing

of the Bermuda Petition has been adjourned to 8 August 2014 (Bermuda time) and further adjourned

to 20 February 2015 (Bermuda time).

On 5 March 2014, Messrs. Lai Kar Yan (Derek), Darach E. Haughey, Ho Kwok Leung, Glen

and Yeung Lui Ming (Edmund) have been appointed HKPLs pursuant to an order made by the Hong

Kong Court. On 19 March 2014, the Hong Kong Court ordered, among other things, that the hearing

of the Hong Kong Petition be adjourned to 20 August 2014. The Hong Kong Petition wassubsequently adjourned to 4 March 2015.

The Trading Suspension

The Shares are listed on the Stock Exchange and trading in the Shares has been suspended

since 18 December 2013.

As mentioned before, the Listing Division of the Stock Exchange has requested, and the

Provisional Liquidators, on behalf of the Company, has submitted the Proposal to the Stock Exchange

and the Stock Exchange has informed the Provisional Liquidators that the Stock Exchange has

decided to allow the Company to proceed with the Proposal and the subsequent submissions, subject

to satisfying the following conditions by 31 March 2015.

Proposed restructuring of the Group

After the Provisional Liquidators’ appointment, the Provisional Liquidators formed the view

that a restructuring of the Company, possibly with (some of) its subsidiaries, would likely result in

better recovery for its creditors as compared to liquidation. The focus of any restructuring of theGroup will be the settlement of its liabilities arising from the distribution of television business-

related products and distribution of other electronic and related products business (the “DistributionBusiness”).

The Provisional Liquidators had therefore negotiated with various interested parties, including

Double Key, in relation to a restructuring of the Group.

- 27 -


App1B 29(1)(a)

On 28 April 2014, an exclusivity agreement was entered into among Double Key, the

Company and the Provisional Liquidators pursuant to which the Company agrees to grant Double Keyan exclusivity to negotiate and implement a restructuring of the indebtedness of the Group for a

period commencing on the date of the exclusivity agreement and ending on the date falling three

months after the date of the exclusivity agreement, unless extended by the parties in writing.

On 23 May 2014, Double Key had received valid acceptances in respect of 25,830,204 Shares

under the offer set out in the offer document dated 25 April 2014, representing approximately 9.88%

of the existing issued share capital of the Company. With the acquisition of 131,000,000 Shares

(representing approximately 50.1% of the existing issued share capital of the Company) held by

Accufit Investment Inc. on 18 December 2013, Double Key owns a total of approximately 59.98% of

the ordinary shares of the Company.

On 16 June 2014, the Company, the Provisional Liquidators and Double Key entered into the

restructuring deed to implement the restructuring of the indebtedness of the Group which

contemplates, among other things, the Debt Restructuring. Double Key shall make available an

amount up to HK$485,600,000 for the implementation of the Debt Restructuring.

On 23 October 2014, the Company and Double Key entered into a letter of intent in relation to

the provision of the loan in the amount of HK$485,600,000. The maturity date of the loan is 30 June2016 and the assigned claims shall be repaid by equal instalments of up to HK$24.28 million every

year starting from 30 June 2017. Subject to the circumstances, the Company and Double Key shall

after the completion of the restructuring of the Group capitalise the amounts due by the Company to

equity such that the liabilities level of the Company could be reduced.

On 18 July 2014, the Court of First Instance of the Hong Kong Court sanctioned, among other

things, the entering into of the restructuring deed among the Company, the Provisional Liquidators

and Double Key.

On 3 February 2015, Double Key paid HK$485,600,000 pursuant to the aforesaid restructuring

deed.

Winding-up of non-viable distribution subsidiaries

The Distribution Business came to a halt since May 2013. Both Kith Electronics Limited

(“KEL”) and Kith Resources Limited (“KRL”), both being wholly-owned subsidiaries of the

Company, had ceased operation in May 2013 and cannot continue its business by reason of its

liabilities. Accordingly, on 20 August 2014, at the respective shareholders’ meeting, a specialresolution was duly passed to wind up KEL and KRL respectively by way of a creditors’ voluntary

liquidation. At the respective creditors’ meeting of KEL and KRL duly held on the same date,

Messrs. Lai Kar Yan (Derek) and Mr. Darach E. Haughey were appointed as the joint and several

liquidators of KEL and KRL.

Following the commencement of the winding-up, the financial results of KEL and KRL will be

deconsolidated from those of the Group.

- 28 -


Debt restructuring by way of the Schemes

On 16 September 2014 and 18 September 2014, the Hong Kong Court and the Bermuda Court

respectively directed that a meeting be convened for the creditors of the Company for the purpose of

considering and, if thought fit, approving the scheme of arrangement proposed to be made between

the Company and its creditors.

On 16 September 2014, the Hong Kong Court directed that a meeting be convened for the

creditors of Ever Honest for the purpose of considering and, if thought fit, approving the scheme of

arrangement proposed to be made between Ever Honest and its creditors.

At the respective meetings of the creditors of the Company and Ever Honest held on 7

November 2014, the resolutions to approve the Schemes were duly passed pursuant to Section 670,

671, 673 and 674 of the Companies Ordinance (Chapter 622 of the laws of Hong Kong) and Section

99 of the Companies Act 1981 of Bermuda (where applicable).

On 11 December 2014, the scheme of arrangement between the Company and its creditors was

sanctioned by the Bermuda Court. Subsequently, on 27 January 2015, the Schemes were sanctioned

by the Hong Kong Court.

Upon completion of the Debt Restructuring, all the claims against, and liabilities of, the

Company and Ever Honest will be assigned to a special purpose vehicle and such special purpose

vehicle will be transferred to Double Key upon completion of the Debt Restructuring.

Going concern

The Group incurred a loss attributable to owners of the Company of approximately

HK$676,091,000 for the year ended 31 December 2013 and as at 31 December 2013, the Group had

net current liabilities of approximately HK$349,899,000. These conditions indicate the existence of a

material uncertainty which may cast significant doubt on the Group’s ability to continue as a going

concern. Therefore, the Group may be unable to realise its assets and discharge its liabilities in the

normal course of business.

The consolidated financial statements have been prepared on a going concern basis on the

assumption that the Debt Restructuring and the Open Offer will be successfully completed, and that,

following the completion of the Debt Restructuring and the Open Offer, the Group will continue to

meet in full its financial obligations as they fall due in the foreseeable future.

Should the Group be unable to achieve a successful Debt Restructuring and the Open Offer

and to continue its business as a going concern, adjustments would have to be made to the

consolidated financial statements to adjust the value of the Group’s assets to their recoverable

amounts, to provide for any further liabilities which might arise and to reclassify non-current assets

and liabilities as current assets and liabilities, respectively.

- 29 -


UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION OF THE GROUPAs at 30 June 2014

HK$’000

The Groupas at 30

June 2014Pro FormaAdjustment

Pro FormaAdjustment

Pro FormaAdjustment

Pro FormaAdjustment

Pro FormaAdjustment

Adjustedtotal

Unaudited (note 1) (note 2) (note 3) (note 4) (note 5) Unaudited

Non-Current assetsProperty, plant and equipment 587,696 587,696Prepaid land lease payments 44,305 44,305Deposits paid for acquisition of property,

plant and equipment 1,109 1,109Available-for-sale investments 5,679 5,679

638,789 638,789

Current assetsInventories 124,275 124,275Trade and other receivables, deposits and

prepayments 272,764 272,764Prepaid land lease payments 613 613Held-for-trading investments 446 446Bank balances and cash 105,951 5,000 89,502 (18,000) 182,453

504,049 580,551

Current liabilitiesTrade and other payables 239,409 (66,062) (43,145) 130,202Tax payables 1,282 (378) 904Dividend payable to non-controlling

shareholders 2,616 2,616Borrowings 543,314 (432,902) 110,412

786,621 244,134

Net current (liabilities)/assets (282,572) 336,417

Deferred taxation 44,313 44,313Payable to Investor – 5,000 477,634 482,634

44,313 526,947

NET ASSETS 311,904 448,259

Capital and reservesShare capital 26,145 13,073 39,218Reserve (57,726) 76,429 21,330 43,523 (18,000) 65,556Non-controlling interests 343,485 343,485

TOTAL EQUITY 311,904 448,259

- 30 -

APPENDIX IIA UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE GROUP

Notes:

1. This pro forma adjustment reflects the working capital loan from Double Key of HK$5 million according to Working

Capital Loan Agreement, the loan is unsecured, non-interest bearing and repay on or after earlier of the restructuring

completion date and the termination date.

2. This pro forma adjustment reflects the proposed open offer. The Company intends to enhance its net assets value by

way of open offer of 130,726,800 shares on the basis of 2 issued shares for 1 offer share at HK$0.69 per offer share.

Accordingly, the open offer shall contribute proceeds of approximately HK$90.2 million to the Company before

expense of the open offer and approximately HK$89.5 million after expenses.

3. This pro forma adjustment reflects the proposed Creditors’ Schemes of the Company and Ever Honest Industries

Limited (“Ever Honest”). As a result of the Creditors’ Scheme, all admitted claims of the Company and Ever Honest

will be assigned to the new company and the new company will be transferred to Double Key upon Debt Restructuring

Completion. No interest will accrue or be claimed for or be admitted under the Schemes in respect of any admitted

claims after the 12 April 2013. As from the effective date, any claims have not been effectively transferred to the new

company shall be irrevocably discharged and released against the Company and Ever Honest. As a result, accrued

interest in relation to liabilities of the Company and Ever Honest from 13 April 2013 to 30 June 2014 in the sum of

approximately HK$21.3 million shall be discharged on the effective date of the Schemes.

4. This pro forma adjustment reflects the deconsolidation of certain subsidiaries in October 2014 due to the companies

under liquidation. Kith Electronics Limited, Kith Resources Limited, Kith Consumer Product Inc. and 僑威華電科技（深圳）有限公司 will be deconsolidated from the group, and the gain of approximately HK$43.5 million will be

recognized in profit and loss accounts. The guaranteed liabilities will be transferred to the guarantor.

5. This pro forma adjustment reflects the estimated restructuring cost of HK$18 million is expected to be paid by the

Company in March 2015.

- 31 -

APPENDIX IIA UNAUDITED PRO FORMA FINANCIALINFORMATION OF THE GROUP

A. STATEMENT OF UNAUDITED PRO FORMA ADJUSTED CONSOLIDATED NETTANGIBLE ASSETS

The statement of unaudited pro forma adjusted consolidated net tangible assets of the Group prepared

in accordance with Paragraph 13 of Appendix 1B and Paragraph 29 of Chapter 4 of the Listing Rules is set

out below to illustrate the effects of the Open Offer on the consolidated net tangible assets of the Group as if

the Open Offer had taken place on 30 June 2014.

The statement of unaudited pro forma adjusted consolidated net tangible assets of the Group has been

prepared for illustrative purposes only, based on the judgements and assumptions of the Directors, and

because of its hypothetical nature, may not give a true picture of the financial position of the Group

following the Open Offer.

The following statement of unaudited pro forma adjusted consolidated net tangible assets of the

Group is based on the unaudited consolidated net tangible assets of the Group as at 30 June 2014, adjusted

as described below:

Unauditedconsolidated nettangible liabilities

of the Groupattributable toowners of theCompany as at30 June 2014

Estimated netproceeds fromthe Open Offer

Restructuring ofthe Group

Unaudited proforma adjustedconsolidated nettangible assets of

the Groupattributable toowners of theCompany as at30 June 2014

(Note 1) (Note 2) (Note 3)

HK$’000 HK$’000 HK$’000 HK$’000

(31,581) 89,502 46,853 104,774

Unaudited consolidated net tangible liabilities perexisting share before completion of the

restructuring of the Group and Open Offer

(Note 4) HK$(0.12)

Unaudited pro forma adjusted consolidated net

tangible assets per existing share immediately

after completion of the restructuring of the

Group and Open Offer (Note 5) HK$0.27

- 32 -

APPENDIX IIB UNAUDITED PRO FORMA STATEMENT OF ADJUSTEDCONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

Notes:

1. The unaudited consolidated net tangible liabilities of the Group attributable to the owners of the Company as at

30 June 2014 are based on the unaudited consolidated net assets in the unaudited consolidated statement of

financial position of the Group as at 30 June 2014.

2. The estimated net proceeds from the Open Offer are based on 130,726,800 Offer Shares at the Subscription

Price of HK$0.69 per Offer Share, after deduction of the underwriting fees and other share issue related

expenses payable by the Company of approximately HK$89.5 million.

3. Restructuring of the Group including the effective of the Schemes and deconsolidation of certain subsidiaries.

As from the effective of the Schemes, any claims have not been effectively transferred to the new company

shall be irrevocably discharged and released against the Company and Ever Honest. As a result, accrued interest

in relation to liabilities of the Company and Ever Honest from 13 April 2013 to 30 June 2014 in the sum of

approximately HK$21.3 million shall be discharged on the effective date of the Schemes.

Deconsolidation of certain subsidiaries on October 2014. Kith Electronics Limited, Kith Resources Limited,

Kith Consumer Product Inc. and 僑威華電科技(深圳)有限公司 will be deconsolidated out of the Group, and

the gain of approximately HK$43.5 million will be recognized in profit and loss accounts.

The estimated restructuring cost of HK$18 million is expected to be paid by the Company.

4. Based on 261,453,600 existing shares in issue as at 30 June 2014 before completion of the restructuring of the

Group and Open Offer.

5. Based on 392,180,400 total shares, on which 261,453,600 existing shares and 130,726,800 Offer Shares were in

issue as at 30 June 2014, assuming that the restructuring of the Group and Open Offer had been completed on

30 June 2014.

- 33 -


The following is the full text of a report, prepared for the purpose of incorporation in this Prospectus,

from the reporting accountant of the Company, ZHONGHUI ANDA CPA Limited, in respect of the

unaudited pro forma financial information of the Group.

B. INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THECOMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THEGROUP

TO THE DIRECTORS OF KITH HOLDINGS LIMITED (PROVISIONAL LIQUIDATORSAPPOINTED)

We have completed our assurance engagement to report on the compilation of pro forma

financial information of Kith Holdings Limited (Provisional Liquidators Appointed) (the “Company”)

and its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the

Company (“the Directors”) for illustrative purposes only. The pro forma financial information

consists of the pro forma consolidation statement of financial position and the pro forma adjusted

consolidated net tangible assets as at 30 June 2014 as set out on pages 30 to 33 of the prospectus

issued by the Company (the "Prospectus"). The applicable criteria on the basis of which the Directors

have compiled the pro forma financial information are described in appendix IIA & IIB.

The pro forma financial information has been compiled by the Directors to illustrate the impact

of the open offer and restructuring on the Group’s financial position and net tangible assets as at 30

June 2014 as if the transaction had been taken place at 30 June 2014. As part of this process,

information about the Group’s financial position and net tangible assets has been extracted by theDirectors from the Group’s condensed consolidated interim financial statements as included in the

interim report for the six months ended 30 June 2014.

Directors’ Responsibility for the Pro Forma Financial Information

The Directors are responsible for compiling the pro forma financial information in accordance

with paragraph 13 of Appendix 1B and paragraph 29 of Chapter 4 of the Rules Governing the Listing

of Securities on The Stock exchange of Hong Kong Limited (the “Listing Rules”) and with reference

to Accounting Guideline (“AG”) 7 “Preparation of Pro Forma Financial Information for Inclusion in

Investment Circulars” issued by the Hong Kong Institute of Certified Public Accountants (the

“HKICPA”).

- 34 -


Reporting Accountant’s Responsibilities

Our responsibility is to express an opinion, as required by paragraph 29(7) of Chapter 4 of the

Listing Rules, on the pro forma financial information and to report our opinion to you. We do not

accept any responsibility for any reports previously given by us on any financial information used in

the compilation of the pro forma financial information beyond that owed to those to whom those

reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance

Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma Financial

Information Included in a Prospectus” issued by the HKICPA. This standard requires that the

reporting accountant comply with ethical requirements and plan and perform procedures to obtain

reasonable assurance about whether the Directors have compiled the pro forma financial information

in accordance with paragraph 29 of Chapter 4 of the Listing Rules and with reference to AG 7

“Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars” issued by the

HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports

or opinions on any historical financial information used in compiling the pro forma financial

information, nor have we, in the course of this engagement, performed an audit or review of thefinancial information used in compiling the pro forma financial information.

The purpose of pro forma financial information included in a prospectus is solely to illustrate

the impact of a significant event or transaction on unadjusted financial information of the Group as if

the event had occurred or the transaction had been undertaken at an earlier date selected for purposes

of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event

or transaction at 30 June 2014 would have been as presented.

A reasonable assurance engagement to report on whether the pro forma financial information

has been properly compiled on the basis of the applicable criteria involves performing procedures to

assess whether the applicable criteria used by the Directors in the compilation of the pro forma

financial information provide a reasonable basis for presenting the significant effects directly

attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• The related pro forma adjustments give appropriate effect to those criteria; and

• The pro forma financial information reflects the proper application of those adjustments

to the unadjusted financial information.

The procedures selected depend on the reporting accountant’s judgment, having regard to the

reporting accountant’s understanding of the nature of the Group, the event or transaction in respect of

which the pro forma financial information has been compiled, and other relevant engagement

circumstances.

- 35 -


The engagement also involves evaluating the overall presentation of the pro forma financial

information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.

We make no comments regarding the reasonableness of the amount of net proceeds from the

Open Offer, the application of those net proceeds, or whether such use will actually take place as

described under “Reasons for the Open Offer and use of proceeds from the Open Offer” set out on

pages 19 to 20 of the Prospectus.

Opinion

In our opinion:

(a) the pro forma financial information has been properly compiled on the basis stated;

(b) such basis is consistent with the accounting policies of the Group; and

(c) the adjustments are appropriate for the purposes of the pro forma financial informationas disclosed pursuant to paragraph 29(1) of Chapter 4 of the Listing Rules.

Yours faithfully,

ZHONGHUI ANDA CPA LimitedCertified Public Accountants

Pang Hon ChungPractising Certificate Number P05988

Hong Kong

- 36 -


If there are any material impacts on the profit forecast after the despatch of this Prospectus during

the forecast period, the Company will issue an announcement and Shareholders would be notified as soon as

possible.

(A) PROFIT FORECAST:

For the year ended 31 December 2014Unaudited estimated consolidated profit (before extraordinary

items) attributable to the owners of the Company

Equal or not less than

HK$63.3 million

Unaudited actual consolidated profit (before extraordinary items)

attributable to the owners of the Company


HK$66.2 million

For the year ending 31 December 2015Unaudited estimated consolidated profit (before extraordinary



HK$28.1 million

For the six months ending 30 June 2016Unaudited estimated consolidated profit (before extraordinary



HK$6.3 million

(B) MAJOR BASES AND ASSUMPTIONS:

The Directors, by having reviewed the previous trading and financial information and opining on

certain assumptions adopted, which are summarized below, have prepared the forecast figures above for the

year ended 31 December 2014 and year ending 31 December 2015 and the six months period ending 30 June

2016 based on the audited results of the Group for the year ended 31 December 2013 and unaudited results

of the Group for the six months period ended 30 June 2014. The profit forecasts have been prepared based

on the accounting policies consistent in all material respects with those adopted by the Group as set out in

the audited consolidated financial statements of the Company for the year ended 31 December 2013.

Zhonghui ANDA CPA Limited has discussed the assumptions with the Directors and both parties are

not aware that any of the assumptions to the profit forecasts of the Company for the year ended 31

December 2014 and year ending 31 December 2015 and the six months period ending 30 June 2016 set out

in this section which appears to be unrealistic, nor be omitted which appears to be important.

The estimated revenue of the Group in the profit forecasts is based on the historical sales figures of

the Group. The profit forecasts of the Company have also been prepared based on the following

assumptions:

a) The financial forecast is based on the actual results in 2013 and the six months ended 30 June

2014.

b) It is assumed that there will be no material change on the Group’s business operation. The

Group is mainly engaged in packaging printing business. The packaging printing business

generates its revenue through the PRC joint ventures in fast growing pre-attainable markets

with local government and/or major customers as the strategic partners.

- 37 -

APPENDIX III PROFIT FORECAST

c) The PRC Government has launched anti-smoking and anti-graft policies. This, in turn, will

affect the sales of tobacco and related products. Sales level for FY2015 and the six monthsending 30 June 2016 are expected to maintain at a similar level as FY2014.

d) Other than those forecasted, there will be no other significant acquisition or disposal of

property, plant and equipment.

e) The distribution business is suspended since May 2013 and will remain suspended throughout

the forecast period.

f) Deconsolidation of KEL and KRL were effective in August 2014.

g) It is assumed that the Resumption will take place in March 2015.

h) The Schemes are expected to be effective in March 2015.

i) It is expected that the admitted claims be assigned to the new company once the Schemes

become effective and 3% interest will be charged to the Company. The interest shall be varied

subject to a cap of 8% per annum and shall not be payable by the Company and Ever Honest

to the new company unless there are sufficient financial resources available to the Company.

- 38 -


(C) LETTER FROM THE REPORTING ACCOUNTANTS ON THE PROFIT FORECAST

The following is the text of a letter, prepared for inclusion in this Prospectus, received by the

Directors in connection with the profit forecast of the Group for the year ending 31 December 2015 and the

six months ending 30 June 2016.

24 February 2015

The Board of Directors

Kith Holdings Limited (Provisional Liquidators Appointed)

Dear Sirs,

Profit Forecast for the Period Ending 30 June 2016

We refer to the forecast of the consolidated profit attributable to owners of Kith Holdings

Limited (Provisional Liquidators Appointed) (the “Company”) for the period ending 30 June 2016

(the “Profit Forecast”) set out in the section headed “Profit forecast” in the prospectus of the

Company dated 24 February 2015 (the “Prospectus”) in relation to the open offer.

Responsibilities

The Profit Forecast has been prepared by the directors of the Company based on the audited

consolidated financial information of the Company and its subsidiaries (collectively referred to as the

“Group”) for the twelve months ended 31 December 2013, the unaudited consolidated results based

on management accounts of the Group for the twelve months ended 31 December 2014 and a forecast

of the consolidated results of the Group for the remaining eighteen months ending 30 June 2016.

The Company’s directors are solely responsible for the Profit Forecast. It is our responsibility

to form an opinion on the accounting policies and calculations of the Profit Forecast based on our

procedures.

Basis of opinion

We carried out our work in accordance with Hong Kong Standard on Investment Circular

Reporting Engagements 500 “Reporting on Profit Forecasts, Statements of Sufficiency of Working

Capital and Statements of Indebtedness” and with reference to Hong Kong Standard on Assurance

Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical FinancialInformation” issued by the Hong Kong Institution of Certified Public Accountants (the “HKICPA”).Those standards require that we plan and perform our work to obtain reasonable assurance as to

whether, so far as the accounting policies and calculations are concerned, the Company’s directors

have properly compiled the Profit Forecast in accordance with the assumptions made by the directors

of the Company and as to whether the Profit Forecast is presented on a basis consistent in all material

respects with the accounting policies normally adopted by the Group. Our work is substantially less in

scope than an audit conducted in accordance with Hong Kong Standards on Auditing issued by the

HKICPA. Accordingly, we do not express an audit opinion.

- 39 -


Opinion

In our opinion, so far as the accounting policies and calculations are concerned, the Profit

Forecast has been properly compiled in accordance with the bases and assumptions adopted by the

directors of the Company as set out in Appendix III to this Prospectus and is presented on a basis

consistent in all material respects with the accounting policies normally adopted by the Group.

Yours faithfully,

ZHONGHUI ANDA CPA Limited

Certified Public Accountants

Pang Hon ChungPractising Certificate Number P05988

Hong Kong

- 40 -


(D) LETTER FROM THE BOARD ON THE PROFIT FORECAST

The following is the text of a letter from the Board prepared for the purpose of incorporation in this

Prospectus.

The Listing Division, Hong Kong Exchanges and Clearing Limited11/F., One International Finance Centre

1 Harbour View Street

Central, Hong Kong

16 February 2015

Dear Sirs,

The directors of Kith Holdings Limited (Provisional Liquidators Appointed) (the “Company”) herebydeclare that:

(i) the directors of the Company (collectively “we or us”) have prepared the accompanying profit

forecast of the Company and its subsidiaries (collectively referred to as the “Group”) for the

two years ending 31 December 2015 and six months ending 30 June 2016 (the “ProfitForecast”) after due and careful enquiry;

(ii) we confirm that the Profit Forecast has been properly compiled in accordance with the bases

and assumptions adopted by us as set out therein and is presented on a basis consistent in all

material respects with the accounting policies normally adopted by the Group in preparing its

financial statements to comply with Hong Kong Financial Reporting Standards issued by the

Hong Kong Institute of Certified Public Accountants;

(iii) we forecast that, on the bases and assumptions set out in the Profit Forecast, the unaudited

estimated consolidated profit (before extraordinary items) attributable to the owners of the

Company for the year ending 31 December 2015 and six month ending 30 June 2016 will be

equal or not less than HK$28.1 million and HK$6.3 million respectively; and

(iv) we are solely responsible, jointly and severally, for the truthfulness, correctness and

reasonableness of the Profit Forecast.

For and on behalf of the Board

Kith Holdings Limited(Provisional Liquidators Appointed)

Zhang XiaofengExecutive Director

- 41 -


1. RESPONSIBILITY STATEMENT

This Prospectus, for which the Directors collectively and individually accept full responsibility,

includes particulars given in compliance with the Listing Rules for the purpose of giving information with

regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their

knowledge and belief the information contained in this Prospectus is accurate and complete in all material

respects and not misleading or deceptive, and there are no other matters the omission of which would make

any statement herein or this Prospectus misleading.

2. SHARE CAPITAL

The authorised and issued share capital of the Company as at the Latest Practicable Date and

immediately upon completion of the Open Offer are as follows:

Authorised HK$

1,000,000,000 Shares as at the Latest Practicable Date 100,000,000

Assuming no new Share being issued/no Share being repurchased by the Company on or before the

Record Date:

Issued and to be issued: HK$

261,453,600 Shares as at the Latest Practicable Date 26,145,360

130,726,800 Offer Shares to be issued 13,072,680

392,180,400 39,218,040

All of the Offer Shares to be issued will rank pari passu in all respects with each other, including, in

particular, as to dividends, voting rights and capital, and with all the Shares in issue as at the date of

allotment and issue of the Offer Shares. The Offer Shares to be issued will be listed on the Stock Exchange.

No part of the share capital or any equity or debt securities of the Company is listed or dealt in on

any stock exchange other than the Stock Exchange and no application is being made or is currently proposed

or sought for the Shares or Offer Shares or any equity or debt securities of the Company to be listed or dealt

in on any other stock exchange.

As at the Latest Practicable Date, the Company had no other outstanding convertible securities,

options or warrants in issue which confer any right to subscribe for, convert or exchange into Shares.

As at the Latest Practicable Date, there was no arrangement under which future dividends are waived

or agreed to be waived.

- 42 -

APPENDIX IV GENERAL INFORMATION

App1B 2

App1B 13

App1B 22(1)

App1B 6

App1B 7

As at the Latest Practicable Date, no share or loan capital of the Company or any member of the

Group had been put under option or agreed conditionally or unconditionally to be put under option and nowarrant or conversion right affecting the Shares had been issued or granted or agreed conditionally, or

unconditionally to be issued or granted, except for the Offer Shares.

3. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS INSHARES, UNDERLYING SHARES AND DEBENTURES

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executive

of the Company in the Shares, underlying shares or debentures of the Company or any of its associated

corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the

Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including any

interests or short positions which they were taken or deemed to have under such provisions of the SFO); or

(ii) pursuant to Section 352 of the SFO, to be entered in the register referred to therein; or (iii) pursuant to

the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to

be notified to the Company and the Stock Exchange, were as follows:

(i) Long position in the Company

Name of Director CapacityNumber ofShares held

Percentage ofthe issued

share capital ofthe Company

Ms. Cheng Interest of controlled

corporation (Note)

287,557,004

(Note)

73.32%

Note: These Shares are registered in the name of Double Key, which is 100% owned by Ms. Cheng, and

duplicate the interests of Double Key.

(ii) Long position in associated corporations

Name of Director Capacity

Number andpercentage ofshares held inthe associatedcorporation

Name of theassociated

corporation

Ms. Cheng beneficial owner 100 shares,

100%

Double Key

Save as disclosed above, to the best knowledge of the Directors, as at the Latest Practicable Date,

none of the Directors or chief executive of the Company had any interests or short positions in the Shares,

underlying shares or debentures of the Company or any of its associated corporations (within the meaning of

Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange

pursuant to Divisions 7 and 8 of Part XV of the SFO (including any interests or short positions which they

- 43 -


App1B 38(1)

were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to Section 352 of the SFO,

to be entered in the register referred to therein; or (iii) pursuant to the Model Code for SecuritiesTransactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company

and the Stock Exchange.

4. INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS

So far as is known to the Directors, as at the Latest Practicable Date, the following persons (other

than a Director or chief executive of the Company) had interests or short positions in the Shares or

underlying shares of the Company which would fall to be disclosed to the Company under the provisions of

Divisions 2 and 3 of Part XV of the SFO, or, who was, directly or indirectly, interested in 10% or more of

the nominal value of any class of share capital carrying rights to vote in all circumstances at general

meetings of any other member of the Group:

Long position

Name of Shareholder CapacityNumber ofShares held

Percentage ofthe issued

share capital ofthe Company

Superb Glory

Holdings Limited

Person having a security

interests in Shares

30,000,000

(Note 1)

11.47%

Chen Lihua Person having a security

interests in Shares

30,000,000

(Note 1)

11.47%

Double Key Beneficial owner 287,557,004

(Note 2)

73.32%

Basab Inc. Trustee 30,000,000

(Notes 3 and 4)

11.47%

Safeguard Trustee Limited Trustee 30,000,000

(Notes 3 and 4)

11.47%

Hui King Chun, Andrew Held by trust 30,000,000

(Notes 3 and 4)

11.47%

Hui Ngai Hing, Abbie Interest of controlled

corporation

30,000,000

(Notes 3 and 4)

11.47%

Guoyuan Beneficial owner 22,311,698

(Note 5)

5.68%

Guoyuan SecuritiesCompany Limited

Interest of controlledcorporation

22,311,698(Note 5)

5.68%

Notes:

1. These Shares are registered in the name of Accufit Investments Inc., and are subject to a share charge in favour

of Superb Glory Holdings Limited. Superb Glory Holdings Limited is 100% owned by Chen Lihua.

- 44 -


App1B 38(2)

2. Double Key is 100% owned by Ms. Cheng. Of the 287,557,004 Shares Double Key is interested in, it

beneficially owns 156,830,204 Shares and is interested in all the 130,726,800 Underwritten Shares pursuant to

its capacity as one of the Underwriters in the Underwriting Agreement.

3. These shares are registered in the name of Accufit Investments Inc., which is 100% owned by Basab Inc. as

trustee of the Basab Unit Trust which is a unit trust owned by Safeguard Trustee Limited as trustee of a

discretionary trust, the beneficiaries of which are the family members of Hui King Chun, Andrew. Hui Ngai

Hing, Abbie is the sole shareholder and director of Basab Inc.

4. Legal proceedings have been commenced in the British Virgin Islands by Basab Inc. seeking to, inter alia, set

aside the transfer of the 156,830,204 Shares held by Accufit Investments Inc. on 18 December 2013. A court

judgment at the Eastern Caribbean Supreme Court in the High Court of Justice British Virgin Islands was

issued on 22 September 2014 where the application was dismissed.

5. Pursuant to the DI forms filed by Guoyuan Securities Company Limited, Guoyuan is an indirectly wholly-

owned subsidiary of Guoyuan Securities Company Limited and it is interested in the 22,311,698 Underwritten

Shares pursuant to Guoyuan’s capacity as one of the Underwriters in the Underwriting Agreement, and their

interests duplicate each other. However, so far as is known to the Directors, Guoyuan should theoretically be

interested in a maximum of 23,421,704 Underwritten Shares according to the terms of the Underwriting

Agreement.

The following are particulars of the substantial shareholders of non-wholly owned subsidiaries of the

Company:

Name of subsidiary Name of substantial shareholderShareholding/equity interest

雲南僑通�裝印刷有限公司(Yunnan Qiaotong PackagePrinting Co., Ltd.*)(“Yunnan Qiaotong”)

Ever Honest(a subsidiary of the Company)昭通市開發投資有限責任公司

60%

(Qiaotong Development and InvestmentCompany Limited*)雲南紅塔集團有限公司

30%

(Yunnan Hongta Group Company Limited*) 10%

哈爾濱高美印刷有限公司(Harbin Gaomei PrintingCompany Limited*)

Good Cheers Limited(a subsidiary of the Company)

80%

哈爾濱九隆印刷一廠(Harbin Jiu Long First Printing Factory*)

20%

安徽僑豐�裝印制有限公司(Anhui Qiaofeng PackagePrinting Co., Ltd.*)(“Anhui Qiaofeng”)

Gainful Investments Limited(an indirectly wholly-owned subsidiaryof the Company)

29%

滁州市國有資產運�有限公司(Xuzhou State Owned Assets OperatingCompany Limited*)

28%

Yunnan Qiaotong(indirectly owned as to 60% by theCompany)

43%

* For identification purposes only, and may not conform to any formal English names used by these entities.

- 45 -


So far as is known to the Directors, save as disclosed above, they are not aware that there is any

person (other than a Director or chief executive of the Company) who, as at the Latest Practicable Date, hadan interest or short position in the Shares and underlying shares of the Company which would fall to be

disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was,

directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying

rights to vote in all circumstances at general meetings of any member of the Group.

5. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had a service contract with any member of

the Group which is not determinable by the Group within one year without payment of compensation (other

than statutory compensation).

6. COMPETING INTERESTS

As at the Latest Practicable Date, as far as the Directors are aware of, none of the Directors or their

associates had any personal interests in companies engaged in businesses, which compete or may compete

with the Group.

7. OTHER INTERESTS OF THE DIRECTORS

As at the Latest Practicable Date, save for the interests of Ms. Cheng and Mr. Zhang in Double Key

where Double Key is a contractual party in the Open Offer, the Underwriting Agreement, the letter of intent

dated 23 October 2014, the restructuring deed dated 16 June 2014 and the exclusivity agreement dated 28

April 2014:

(a) none of the Directors had any interest, either direct or indirect, in any assets which have, since

31 December 2013 (being the date to which the latest published audited accounts of the Group

were made up), been acquired or disposed of by or leased to any member of the Group, or are

proposed to be acquired or disposed of by or leased to any member of the Group; and

(b) none of the Directors was materially interested in any contract or arrangement entered into any

member of the Group which is subsisting as at the date of this Prospectus and is significant in

relation to the business of the Group.

8. MATERIAL CONTRACTS

The following contracts (being contracts not entered into in the ordinary course business of theGroup) have been entered into by members of the Group within two years immediately preceding the date of

this Prospectus, and up to the Latest Practicable Date, and are or may be material:

(a) the Underwriting Agreement;

(b) the Deed of Termination;

- 46 -


App1B 39

App1B 40

App1B 42

(c) the letter of intent dated 23 October 2014 entered into between the Company and Double Key

in relation to the provision of a loan of HK$485.6 million by Double Key to the Group;

(d) the September 2014 Underwriting Agreement;

(e) the restructuring deed dated 16 June 2014 entered into among the Company, Double Key, the

JPLs and the HKPLs in relation to the implementation of the restructuring of the indebtedness

of the Group;

(f) the exclusivity agreement dated 28 April 2014 entered into among Double Key, the Company,

the JPLs and the HKPLs relating to, among other things, the grant to Double Key of

exclusivity to negotiate and implement a restructuring of the indebtedness of the Group;

(g) the seven separate land use rights transfer contracts dated 15 October 2013, entered into

between Yunnan Qiaotong, a sino-foreign joint venture incorporated in the PRC and indirectly

owned as to 60% by the Company, and Zhaoyang Land Resources Bureau in respect of the

acquisition of seven pieces of land parcel(s) at the aggregate consideration of

RMB23,674,966.4 (equivalent to approximately HK$29,830,458 based on the exchange rate

of RMB1: HK$1.26); and

(h) the exclusivity agreement dated 17 September 2013 entered into between the Company and

Pioneer Success Development Limited (being the investor), relating to, among other things, a

restructuring proposal in relation to the Company and the subscription of new Shares by

Pioneer Success Development Limited.

9. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinion and advice, which are

contained in this Prospectus:

Name Qualification

ZHONGHUI ANDA CPA Limited Certified Public Accountants

ZHONGHUI ANDA CPA Limited has given and has not withdrawn its written consent to the issue of

this Prospectus with the inclusion of its letters, references to its name and/or its advice in the form and

context in which they respectively appear.

As at the Latest Practicable Date, the above expert:

(a) was not interested, either directly or indirectly, in any assets which have been acquired or

disposed of by or leased to any member of the Group or are proposed to be acquired or

disposed of by or leased to any member of the Group since 31 December 2013, being the date

to which the latest published audited accounts of the Group were made up; and

- 47 -


App1B 4

App1B 5

(b) did not have any shareholding in any member of the Group or any right (whether legally

enforceable or not) to subscribe for or to nominate persons to subscribe for securities in anymember of the Group.

10. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save for

(a) the voluntary liquidation of Prime View Investments Limited;

(b) the winding up of Kith Electronics Limited and Kith Resources Limited which commenced on

20 August 2014; and

(c) the delisting of the TDRs from the Taiwan Stock Exchange,

the Directors have confirmed that there has been no material change in the financial or trading

position or outlook of the Group since 31 December 2013, being the date to which the latest published

audited accounts of the Group were made up.

11. LITIGATION

In late December 2013, the Company received from Multi Rainbow Limited, a creditor of the

Company, a writ of summons dated 20 December 2013 issued at the Hong Kong Court against the Company

for repayment of the money in the sum of HK$29 million, being the principal amount due under certain loan

agreements, together with accrued interest, costs and further or other relief. The Company did not contest

this debt and judgment was entered into against the Company.

CITIC Bank served on the Company a petition dated 14 January 2014 at the Hong Kong Court for an

order, among other things, to wind up the Company. The HKPLs were appointed joint and several

provisional liquidators of the Company pursuant to an order made by the Hong Kong Court on 5 March

2014. The scheme of arrangement among the Company and its creditors was sanctioned by the Hong Kong

Court on 27 January 2015.

CITIC Bank also served on the Company a petition dated 14 January 2014 at the Bermuda Court for

an order, among other things, to wind up and to appoint a provisional liquidator against the Company. The

JPLs were appointed joint and several provisional liquidators of the Company pursuant to an order made by

the Bermuda Court on 27 January 2014. The scheme of arrangement among the Company and its creditors

was sanctioned by the Bermuda Court on 11 December 2014.

The Company received from Ultimate Dream Enterprises Limited a writ of summons dated 23

January 2014 issued at the Hong Kong Court against the Company for an order for vacant possession of the

head office of the Company on 1st Floor, Hing Lung Commercial Building, Nos. 68-74 Bonham Strand,

Hong Kong, mesne profits, damages, interest, costs and further or other relief. On 28 May 2014, the

Company and Ultimate Dream Enterprises Limited entered into a consent summons in respect of the joint

- 48 -


App1B 32

App1B 33

application for a consent order and an order dated 4 June 2014 was made by the Hong Kong Court such that

Ultimate Dream Enterprises Limited had leave to discontinue this action. This action was discontinued on 16June 2014.

On 19 March 2014, Ever Honest, a subsidiary of the Company, received from China Rise Finance

Company Limited a writ of summons issued at the Hong Kong Court against Ever Honest and Mr. Hui King

Chun, Andrew, for repayment of money in the sum of approximately HK$33.3 million and HK$42.0 million

respectively together with interest, cost and further or other relief. Defence of the Company was filed on 30

April 2014.

Kith Resources Limited, a subsidiary of the Company, received from the Commissioner of Inland

Revenue a writ of summons dated 21 March 2014 issued at the District Court of Hong Kong against Kith

Resources Limited for approximately HK$0.62 million being tax due with interest, cost and further or other

relief.

As at the Latest Practicable Date, save as disclosed above, neither the Company nor any of its

subsidiaries was engaged in any litigation, arbitration or claim of material importance and no litigation,

arbitration or claim of material importance was pending or threatened by or against either the Company or

any of its subsidiaries.

12. MISCELLANEOUS

(a) As at the Latest Practicable Date, there was no company secretary of the Company.

(b) The English text of this Prospectus, the Application Form and the EAF shall prevail over their

respective Chinese texts in the case of inconsistency.

13. CORPORATE INFORMATION AND PARTIES INVOLVED IN THE OPEN OFFER

Registered office Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Head office and principalplace of business

1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

Authorised representative Mr. Zhang Xiaofeng


66 Mody Road

Tsim Sha Tsui

Hong Kong

Company secretary Vacant

- 49 -


App1B 35

App1B 3

App1B 36

Legal advisers As to Hong Kong Law

David Chan & Carmen Chan, SolicitorsRoom 3006, West Tower

Shun Tak Centre

168-200 Connaught Road Central

Hong Kong

Auditors and reportingaccountants

ZHONGHUI ANDA CPA Limited

Unit 701, 7/F.

Citicorp Centre

18 Whitfield Road

Causeway Bay

Hong Kong

Underwriters Double Key International Limited


66 Mody Road

Tsim Sha Tsui

Hong Kong

Guoyuan Securities Brokerage (Hong Kong) Limited

22/F., CCB Tower

3 Connaught Road Central

Hong Kong

Principal share registrar andtransfer office in Bermuda

Codan Services Limited

Clarendon House, 2 Church Street

PO Box HM 1022

Hamilton HM DX, Bermuda

Branch share registrar andtransfer office in Hong Kong

Tricor Abacus Limited

Level 22, Hopewell Centre

183 Queen’s Road East

Hong Kong

Principal bankers China CITIC Bank International Limited

18/F., Devon House

Taikoo Place979 King’s Road

Quarry Bay, Hong Kong

The Hongkong and Shanghai Banking Corporation Limited

1 Queen’s Road Central

Hong Kong

- 50 -


App1B 4

14. EXPENSES

The expenses in connection with the Open Offer, including financial advisory fees, underwriting

commission, printing, registration, translation, legal and accountancy charges are estimated to be

approximately HK$700,000, which are payable by the Company.

15. PARTICULARS OF DIRECTORS

(a) Names and addresses of Directors

Name Address

Executive Directors

Mr. Zhou Jin 6 Qiaotong Road

Zhaoyang District

Zhaotong City

Yunnan Province

the PRC

Mr. Tao Fei Hu 109 Jingsan Road

Chengdong Industrial Zone

Chuzhou City

Anhui Province

the PRC

Mr. Wang Feng Wu 1 Dalian Yi Road

Jizhong Qu

Harping Road

Kai Fa District

Harbin City

Heilongjiang Province

the PRC

Ms. Cheng Hung Mui 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

Mr. Zhang Xiaofeng 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

- 51 -


App1B 12

App1B 34

Mr. Liu Qingchang 1007 Tsim Sha Tsui Centre, West Wing

66 Mody RoadTsim Sha Tsui

Hong Kong

Mr. Wei Ren 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

Mr. Liu Shihong 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

Non-executive Directors

Mr. Gou Min 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha TsuiHong Kong

Ms. Connie Xiaohua Zhang 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

Independent non-executive Director

Mr. Ho Chun Chung, Patrick 1007 Tsim Sha Tsui Centre, West Wing

66 Mody Road

Tsim Sha Tsui

Hong Kong

(b) Profiles of Directors

Executive Directors

Mr. Zhou Jin

Mr. Zhou Jin, aged 55, was one of the founding members of Yunnan Qiaotong. He is

currently the vice chairman of Yunnan Qiaotong, and is responsible for investment

management and setting up of new production facilities and branches. Mr. Zhou is a senior

economist in the PRC and graduated from the Chinese Academy of Social Sciences with a

master degree in Commerce and Economics. Prior to joining the Group in March 1993, he was

engaged in academic and research activities with a school and a governmental bureau

- 52 -


respectively in Yunnan Province of the PRC. As at the Latest Practicable Date, Mr. Zhou did

not have any interest in the Shares and he had not held any directorships in other listed publiccompanies during the last three years.

Mr. Tao Fei Hu

Mr. Tao Fei Hu, aged 61, is the general manager of Anhui Qiaofeng, a subsidiary of the

Company engaged in the business of printing and manufacturing of packaging products in the

PRC. Prior to his appointment with Anhui Qiaofeng in January 2010, he was the deputy

general manager and a founding member of Yunnan Qiaotong, a PRC subsidiary of the

Company which also engages in the business of printing and manufacturing of packaging

products. Mr. Tao has over 38 years of working experience in production and marketing

management in the PRC. As at the Latest Practicable Date, Mr. Tao did not have any interest

in the Shares and he had not held any directorships in other listed public companies during the

last three years.

Mr. Wang Feng Wu

Mr. Wang Feng Wu, aged 59, is the general manager and a founding member of Harbin

Gaomei Printing Co., Ltd. and is responsible for its overall management. He is an economist inthe PRC and a graduate of the Beijing Institute of Graphic Communication in the PRC. Mr.

Wang joined the Group in March 1993. He had over 40 years of experience in production and

management in the PRC’s printing industry. As at the Latest Practicable Date, Mr. Wang did

not have any interest in the Shares and he had not held any directorships in other listed public

companies during the last three years.

Ms. Cheng Hung Mui

Ms. Cheng Hung Mui, aged 44, is a Hong Kong resident and an individual investor. As

at the Latest Practicable Date, save for her beneficial interest in Double Key and position as

director of Double Key, Ms. Cheng did not hold any other position with, or interest in, any

other company. Ms. Cheng had served as director of PNF Food Holdings Limited (currently

known as Sino Oil and Gas Holdings Ltd., the shares of which are listed on the main board of

the Stock Exchange (stock code: 702)). Save as disclosed above, Ms. Cheng did not have any

interest in the Shares as at the Latest Practicable Date and she had not held any directorships in

other listed public companies during the last three years.

Mr. Zhang Xiaofeng

Mr. Zhang Xiaofeng, aged 43, is a PRC national and currently is a director of Double

Key. As at the Latest Practicable Date, save for his interest in a private company, his position

as director and interest in another private company and his position as director of Double Key,

Mr. Zhang did not hold any other position with, or interest in, any other company. Mr. Zhang

has over ten years of experience in securities investment. Mr. Zhang was the legal

representative of 新疆玖隆投資有限公司 (translated as Xinjiang Jiu Long Investment

Company Limited), a company incorporated in the PRC with limited liability in 2006 and

- 53 -


the then business scope covered infrastructure investment, mining, investment and

development in forestry, agriculture and animal husbandry, and sales of, amongst others,chemical products, housewares and stationary. Mr. Zhang graduated from the Graduate School

of Chinese Academy of Social Sciences (中國社會科學院研究生院) in November 1998. Save

as disclosed above, Mr. Zhang did not have any interest in the Shares as at the Latest

Practicable Date and he had not held any directorships in other listed public companies during

the last three years.

Mr. Liu Qingchang

Mr. Liu Qingchang, aged 46, is a PRC national and obtained a master degree in

Economics from the Shenzhen University in 2003. Mr. Liu served senior positions in China

GrenTech Corporation Limited (a company once listed in NASDAQ and subsequently delisted)

and Shenzhen Powercom Company Limited. Save as disclosed herein, as at the Latest

Practicable Date, Mr. Liu did not have any interest in the Shares and he had not held any

directorships in other listed public companies during the last three years.

Mr. Wei Ren

Mr. Wei Ren, aged 39, is a PRC national and obtained a bachelor degree inInternational Economics from the Peking University in 1997. Mr. Wei was the chief financial

officer of 深圳市容州產業投資有限公司 (translated as Shenzhen Rongzhou Industrial

Investment Company) from 2012 to 2013. As at the Latest Practicable Date, Mr. Wei did

not have any interest in the Shares and he had not held any directorships in other listed public


Mr. Liu Shihong

Mr. Liu Shihong, aged 42, is a PRC national. Mr. Liu Shihong graduated from the

Nanjing University of Science and Technology in 1995 and served as the chief marketing

officer in China Public Procurement Ltd. (the shares of which are listed on the main board of

the Stock Exchange (stock code: 1094)) from 2009 to 2011. As at the Latest Practicable Date,

Mr. Liu did not have any interest in the Shares and he had not held any directorships in other

listed public companies during the last three years.

Non-executive Directors

Mr. Gou Min

Mr. Guo Min, aged 43, is a PRC national and obtained a bachelor degree in Law from

the Southwest University of Political Science and Law in 1995. Mr. Guo is currently the legal

adviser of 成�吉創電子有限公司 (translated as Chengdu Ji Chuang Electronics Company

limited). As at the Latest Practicable Date, Mr. Guo did not have any interest in the Shares and

he had not held any directorships in other listed public companies during the last three years.

- 54 -


Ms. Connie Xiaohua Zhang

Ms. Connie Xiaohua Zhang, aged 40, is a national of United States of America. Ms.

Zhang obtained a master degree in Business Administration from the Harvard University in

2002 and graduated from the Beijing University for undergraduate studies in International

Economics in 1997. Ms. Zhang is the founder and president of Riley Creek Advisors, LLC, a

private consulting company which helps green technology companies to market and sell their

technologies and products to the PRC. As at the Latest Practicable Date, Ms. Zhang did not

have any interest in the Shares and she had not held any directorships in other listed public


Independent non-executive Director

Mr. Ho Chun Chung, Patrick

Mr. Ho Chun Chung, Patrick, aged 50, is a Hong Kong resident. Mr. Ho is a certified

public accountant and an associate member of the Hong Kong Society of Accountants and the

Chartered Association of Certified Accountants. Mr. Ho obtained from the City University of

Hong Kong a master degree in Finance in 1996 and a postgraduate diploma in banking and

finance in 1992. Mr. Ho served as the financial controller for Gold Peak Industries (Holdings)Ltd. (the shares of which are listed on the main board of the Stock Exchange (stock code: 40))

in 1999 and Chen Hsong Holdings Limited (the shares of which are listed on the main board of

the Stock Exchange (stock code: 57)) from 2002 to 2005. As at the Latest Practicable Date,

Mr. Ho did not have any interest in the Shares and he had not held any directorships in other


(c) Profile of senior management staff of the Company

Mr. Zhang Jing

Mr. Zhang Jing, aged 55, has been employed by Yunnan Qiaotong since its inception

and is currently the general manager. He is responsible for the overall management of Yunnan

Qiaotong. Mr. Zhang graduated from the People’s University of China with a master degree in

Business Administration. As at the Latest Practicable Date, Mr. Zhang did not have any

interest in the Shares and he had not held any directorships in other listed public companies

during the last three years.

Mr. Wen Jie

Mr. Wen Jie, aged 52, has been employed by Yunnan Qiaotong since its inception and

is currently its deputy general manager. He is responsible for the product design and technique

development of Yunnan Qiaotong. Mr. Wen holds a bachelor degree of Science from the

University of Yunnan in the PRC. As at the Latest Practicable Date, Mr. Wen did not have any

interest in the Shares and he had not held any directorships in other listed public companies

during the last three years.

- 55 -


Mr. Jiang Fei

Mr. Jiang Fei, aged 53, has been employed by Yunnan Qiaotong since its inception and

is currently its deputy general manager. He is responsible for the management of production

and workmanship of Yunnan Qiaotong. Mr. Jiang is an engineer in the PRC and holds a

bachelor degree from the Kunming Industrial University of China. As at the Latest Practicable

Date, Mr. Jiang did not have any interest in the Shares and he had not held any directorships in

other listed public companies during the last three years.

Mr. Zhang Nan Zheng

Mr. Zhang Nan Zheng, aged 52, has been employed by Yunnan Qiaotong since its

inception and is currently its deputy general manager. He is responsible for the administration

and management of procurement of Yunnan Qiaotong. Mr. Zhang has had over 15 years of

procurement experience in the printing industry. As at the Latest Practicable Date, Mr. Zhang

did not have any interest in the Shares and he had not held any directorships in other listed

public companies during the last three years.

Mr. Chen Tong Kun

Mr. Chen Tong Kun, aged 50, was employed by Yunnan Qiaotong and has been

transferred to Anhui Qiaofeng since its inception as the deputy general manager for production

management of the operation. Mr. Chen is a graduate of the Beijing Institute of Graphic

Communication in the PRC. He has had over 21 years of working experience in production

technique management in the PRC’s printing industry. As at the Latest Practicable Date, Mr.

Chen did not have any interest in the Shares and he had not held any directorships in other


Mr. Huang Li San

Mr. Huang Li San, aged 48, has been employed by Anhui Qiaofeng since its inception,

and is currently its deputy general manager and is responsible for the sales and marketing

activities. Mr. Huang is an art designer and has had over 26 years of experience in the PRC’s

printing industry. As at the Latest Practicable Date, Mr. Huang did not have any interest in the

Shares and he had not held any directorships in other listed public companies during the last

three years.

Mr. Li Li Bin

Mr. Li Li Bin, aged 50, has been employed by Anhui Qiaofeng since its inception and is

currently its deputy general manager and is responsible for management of production

facilities. Mr. Li has had over 24 years of experience in the PRC’s printing industry. As at the

Latest Practicable Date, Mr. Li did not have any interest in the Shares and he had not held any

directorships in other listed public companies during the last three years.

- 56 -


16. LEGAL EFFECT

The Prospectus Documents and all acceptances of any offer or application contained in such

documents are governed by and shall be construed in accordance with the laws of Hong Kong. When an

acceptance or application is made in pursuance of any such documents, the relevant document(s) shall have

the effect of rendering all persons concerned bound by the provisions (other than the penal provisions) of

Sections 44A and 44B of the Companies (WUMP) Ordinance.

17. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG

A copy of each of the Prospectus Documents, having attached thereto the written consent referred to

in the paragraph headed “Expert and consent” in this Appendix IV, have been registered by the Registrar of

Companies in Hong Kong as required by Section 342C of the Companies (WUMP) Ordinance.

18. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (i.e.

from 9:30 a.m. to 6:00 p.m. on Monday to Friday) at 35/F., One Pacific Place, 88 Queensway, Hong Kong

on any weekday other than public holidays, up to and including the Latest Time for Acceptance:

(a) the memorandum of association and bye-laws of the Company;

(b) the annual reports of the Company for the financial years ended 31 December 2012 and 2013;

(c) the interim report of the Company for the six months ended 30 June 2014;

(d) the written consent referred to in the paragraph headed “Expert and consent” in this Appendix

IV;

(e) the unaudited pro forma financial information of the Group as set out in Appendix IIA to this

Prospectus;

(f) the unaudited pro forma statement of adjusted consolidated net tangible assets of the Group as

set out in Appendix IIB to this Prospectus;

(g) the profit forecast as set out in Appendix III to this Prospectus;

(h) the material contracts disclosed in the paragraph headed “Material contracts” in this AppendixIV; and

(i) the Prospectus Documents.

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App1B 43