1、FURTHERINFORMATIONABOUTTHECOMPANY 1. Incorporation The Company was incorporated in the Cayman Islands under the Companies Law as an exemptedcompanywithlimitedliabilityon9December2009.TheCompanywasregisteredasa non-Hong Kong company under Part XI of the Companies Ordinance on 29 April 2010. Mr. WongC
2、hiWah,theCompanyssecretaryandMs.WongHsiaoHunghavebeenappointedasthe authorised representatives of the Company for the acceptance of service of process and notices on behalf of the Company in Hong Kong. The principal place of business in Hong Kong is located at Room 1003, New Lee Wah Centre, 88 Tokwa
3、wan Road, Kowloon, Hong Kong. As the Company was incorporated in the Cayman Islands, it operates subject to the relevant law of the Cayman Islands and its constitution which comprises a memorandum and articles of association.Asummary of certain relevant provisions of its constitution and certain rel
4、evant aspects of the Cayman Islands company law is set out in Appendix IV to this document. 2. ChangesinsharecapitaloftheCompany (a) As at the date of incorporation, the authorised share capital of the Company was HK$380,000 divided into 3,800,000 Shares of HK$0.10 each. On 9 December 2009, one Shar
5、e was allotted and issued as nil paid share to Codan Trust Company (Cayman) Limited. (b) On 9 December 2009, the one nil paid Share held by Codan Trust Company (Cayman) Limited was transferred to Wong Hsiao Hung. (c) On 18 June 2010, pursuant to a share swap agreement entered into among the Company,
6、JoystarHK,thethenshareholdersofJoystarHKandJoystarBVI,Joystar BVI acquired the entire issued share capital of Joystar HK from the then shareholdersofJoystarHKcomprisingthesamepersonsastheshareholdersofthe Company immediately prior to the Capitalization Issue and the , in considerationof(i)JoystarBVI
7、creditingaspaiduptheinitialonenilpaidshareof JoystarBVIheldbytheCompany;(ii)theCompanycreditingasfullypaidatparthe initialonenilpaidShareheldbyWongHsiaoHungand(iii)theCompanyallotting and issuing 377,720 Shares to Pak Ping, 1,030,939 Shares to Wong Hsiao Hung, 2,023,120 Shares to Zhuang Yuejin, 199,
8、120 Shares to Yin Hong and 169,100 Shares to Zhou QuanYing, all credited as fully paid. (d) On 2010,Shareholdersresolutionswerepassedtoapprove,amongotherthings, (i) the increase of authorized share capital of the Company and (ii) the Capitalization Issue. THIS WEB PROOF INFORMATION PACK IS IN DRAFT
9、FORM. The information contained in it is incompleteandissubjecttochange.ThisWebProofInformationPackmustbereadinconjunctionwiththe sectionheaded“Warning”onthecoverofthisWebProofInformationPack. APPENDIXV STATUTORYANDGENERALINFORMATION V-1Immediately following completion of the and the Capitalization
10、Issue, the authorizedsharecapitaloftheCompanywillbeHK$ dividedinto Shares,of which Shares will be issued fully paid or credited as fully paid, and Shares will remain unissued. Other than pursuant to the general mandate to issue Shares referredtointheparagraphheaded“WrittenresolutionsoftheShareholder
11、spassed on “inthisappendix,theDirectorsdonothaveanypresentintentiontoissueany of the authorised but unissued share capital of the Company and, without prior approval of the Shareholders in general meeting, no issue of Shares will be made which would effectively alter the control of the Company. Save
12、 as disclosed in this paragraph headed “Changes in share capital of the Company”, there has been no alteration in the share capital of the Company since incorporation. 3. WrittenresolutionsoftheShareholderspassedon Pursuant to the written resolutions of the Shareholders passed on : (a) conditionalon
13、(i)the grantingthe of,andpermissiontodealin,theSharesin issue and to be issued (pursuant to the , the Capitalization Issue, and the Share Option Scheme) as mentioned in this document; and (ii) the obligations of the under the becoming unconditional (including, if relevant, as a result of the waiver
14、of any condition(s) by the (for itself and on behalf of the ) and the notbeingterminatedinaccordancewithitstermsorotherwise,ineachcase,on or before : (i) the wasapprovedandtheDirectorswereauthorisedtoallotandissuethe on and subject to the terms and conditions stated in this document; (ii) the rules
15、of the Share Option Scheme were approved and adopted, and the DirectorsoranycommitteethereofestablishedbytheBoardwereauthorized, attheirsolediscretion,to:(i)administertheShareOptionScheme;(ii)modify oramendtheShareOptionSchemefromtimetotimeasmaybeacceptable,or not objected by, or requested by the ;
16、(iii) grant options to subscribe for SharesundertheShareOptionSchemeuptothelimitsreferredtointheShare OptionScheme;(iv)allot,issueanddealwithSharespursuanttotheexercise ofanyoptionwhichmaybegrantedundertheShareOptionScheme;(v)make application at the appropriate time or times to the for the of, and p
17、ermission to deal in, any Shares or any part thereof that may hereafter from time to time be issued and allotted pursuant to the exercise of the options grantedundertheShareOptionScheme;and(vi)takeallsuchactionsasthey consider necessary, desirable or expedient to implement or give effect to the Shar
18、e Option Scheme; THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incompleteandissubjecttochange.ThisWebProofInformationPackmustbereadinconjunctionwiththe sectionheaded“Warning”onthecoverofthisWebProofInformationPack. APPENDIXV STATUTORYANDGENERALINFORMATION V-2(b
19、) a general unconditional mandate was given to the Directors to exercise all the powers of the Company to allot, issue and deal with (including the power to make orgrantanofferoragreement,orgrantsecuritiesoroptionswhichwouldormight requireSharestobeallottedandissued),otherwisethanbywayofRightsIssue(
20、as definedbelow),orpursuanttoanyscripdividendschemesorsimilararrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividendonSharesinaccordancewiththeArticlesorpursuanttotheissueofShares upontheexerciseofanysubscriptionorconversionrightsattachedtoanywarrants
21、of the Company if any or pursuant to the exercise of options which have been granted under the Share Option Scheme or any other option scheme(s) or similar arrangement for the time being adopted for the grant or issue to directors and/or officersand/oremployeesoftheGrouporrightstoacquireSharesorpurs
22、uanttoa specific authority granted by the Shareholders in general meeting, the Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue immediately following completion of the and the Capitalization Issue; For the purpose
23、of this paragraph, “Rights Issue” means an offer of shares in the capital of the Company, or offer or issue of warrants, options or other securities givingrightstosubscribeforsharesinthecapitaloftheCompanyopenforaperiod fixedbytheDirectorstoholdersofSharesintheCompanyontheregisteronafixed record dat
24、e in proportion to their holdings of Shares (subject to such exclusion or otherarrangementsastheDirectorsmaydeemnecessaryorexpedientinrelationto fractionalentitlements,orhavingregardtoanyrestrictionsorobligationsunderthe laws of, or the requirements of, or the expense or delay which may be involved
25、in determiningtheexistenceorextentofanyrestrictionsorobligationsunderthelaws of, or the requirements of, any jurisdiction applicable to the Company, or any recognised regulatory body or any applicable to the Company); (c) ageneralunconditionalmandatewasgiventotheDirectorstoexerciseallpowersof theCom
26、panytorepurchaseonthe ,oronanyother onwhichthesecuritiesof theCompanymaybelistedandwhichisrecognizedbytheSFCandthe forthis purpose, such number of Shares with an aggregate nominal value not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue immediately followi
27、ng completion of the and the Capitalization Issue; (d) the extension of the general mandate to allot, issue and deal with Shares as mentionedinparagraph(b)abovebytheadditiontotheaggregatenominalvalueof the share capital of the Company which may be allotted or agreed conditionally or unconditionallyt
28、obeallottedbytheDirectorspursuanttosuchgeneralmandateof an amount representing the aggregate nominal value of the share capital of the CompanyrepurchasedbytheCompanypursuanttoparagraph(c)above,provided that such extended amount shall not exceed 10% of the aggregate of the total nominal value of the
29、share capital of the Company in issue immediately following the and the Capitalization Issue; THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incompleteandissubjecttochange.ThisWebProofInformationPackmustbereadinconjunctionwiththe sectionheaded“Warning”onthecover
30、ofthisWebProofInformationPack. APPENDIXV STATUTORYANDGENERALINFORMATION V-3(e) conditionalonthesharepremiumaccountoftheCompanybeingcreditedasaresult of the , the Directors were authorized to allot and issue a total of Shares, by way of capitalization of the sum of HK$ standing to the credit of the s
31、hare premium account of the Company, credited as fully paid at par to the Shareholders as appearing on the register of members of the Company on ; (f) the authorised share capital of the Company was increased from HK$380,000 to HK$ by the creation of Shares of HK$0.10 each; and (g) the Articles were
32、 adopted in substitution for and to the exclusion of the then existing articles of association of the Company. Each of the general mandates referred to in paragraphs (b), (c) and (d) above will remain in effect until whichever is the earliest of: (1) the conclusion of the next annual general meeting
33、, unless renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subject to conditions; (2) the expiration of the period within which we are required by any applicable law or theArticles ofAssociation to hold the next annual general meeting; or (3) the t
34、ime when such mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting. 4. CorporateReorganization For further details of the Groups reorganization in the Track Record Period, please refer to the section headed “History and Development” in this document. 5. Cha
35、ngesinsharecapitalofthesubsidiariesoftheCompany Subsidiaries of the Company The Companys subsidiaries are referred to in the Accountants Report, the text of which is set out inAppendix I to this document. Changes in share capital of the subsidiaries of the Company Save as mentioned in the paragraph
36、headed “Corporate Reorganization” in this Appendix and Appendix I to this document, there has been no alteration in the share capital or registered capital of the subsidiaries within the two years immediately preceding . THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in
37、it is incompleteandissubjecttochange.ThisWebProofInformationPackmustbereadinconjunctionwiththe sectionheaded“Warning”onthecoverofthisWebProofInformationPack. APPENDIXV STATUTORYANDGENERALINFORMATION V-46. RepurchaseofSharesbytheCompany This section includes information relating to the repurchases of
38、 securities, including information required by the to be included in this document concerning such repurchase. (a) Provisions of the The permit companies whose primary isonthe to repurchase their securities on the subject to certain restrictions, the most important restrictions are summarised below:
39、 (i) Shareholders approval All proposed repurchases of Shares must be approved in advance by an ordinary resolution in a general meeting, either by way of general mandate or by specific approval in relation to a particular transaction. Pursuant to the written resolutions of the Company passed on by
40、all the Shareholders of the Company, a general unconditional mandate was given to the DirectorstoexerciseallpowersoftheCompanytorepurchaseShares(Shareswhich may be listed on ) with a total nominal value of not more than 10% of the aggregate nominal value of the Companys share capital in issue or to
41、be issued immediately following the completion of the (excluding Shares which may be issued pursuant to the exercise of the options that may be granted under the Share Option Scheme, such mandate to expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company, unle
42、ss renewed by an ordinary resolution of the Shareholders in a general meeting, either unconditionally or subjecttoconditions;(ii)theexpirationoftheperiodwithinwhichtheCompanyis requiredbyanyapplicablelawortheArticlesofAssociationtoholdthenextannual general meeting of the Company; or (iii) the time w
43、hen such mandate is varied or revoked by an ordinary resolution of the Shareholders in a general meeting whichever shall first occur; details of which have been described above in the paragraph headed “Written resolutions of all the Shareholders of the Company passed on ”. (ii) Source of funds Anyre
44、purchasesofSharesbytheCompanymustbepaidoutoffundslegally available for the purpose in accordance with the Companys memorandum of association and the Articles of Association, and the Companies Law. The Company may not repurchase its own securities on for a consideration other than cash or for settlem
45、ent otherwise than in accordance with the trading rules of the from time to time.Any repurchase of Shares by the Company may be made out of funds legally permitted to be utilised in this connection, including profits of theCompanyoroutofproceedsofafreshissueofSharesmadeforthatpurposeor, if so author
46、ised by the Articles of Association and subject to the provisions of the CompaniesLaw,outofcapital.Anypremiumpayableonarepurchaseoverthepar value of the Shares to be purchased must be paid out of profits of the Company or out of the Companys share premium account, or if so authorised by theArticles
47、of Association and subject to the provisions of the Companies Law, out of capital. THIS WEB PROOF INFORMATION PACK IS IN DRAFT FORM. The information contained in it is incompleteandissubjecttochange.ThisWebProofInformationPackmustbereadinconjunctionwiththe sectionheaded“Warning”onthecoverofthisWebPr
48、oofInformationPack. APPENDIXV STATUTORYANDGENERALINFORMATION V-5(iii) Shares to be repurchased The providethattheShareswhichareproposedtoberepurchasedbythe Company must be fully paid-up. (b) Reasons for repurchases TheDirectorsbelievethatitisinthebestinterestsoftheCompanyandShareholders for the Dire
49、ctors to have general authority from the Shareholders to enable them to repurchaseSharesinthemarket.Suchrepurchasesmay,dependingonmarketconditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made where the Directors believe that such repurchases will benefi
